STOCK YARDS BANCORP, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations. ‘ (form 10-K)

Written by on February 25, 2022

STOCK YARDS BANCORP, INC. Management's Discussion and Analysis of Financial Condition and
Results of Operations. ' (form 10-K)

STOCK YARDS BANCORP, INC. Management's Discussion and Analysis of Financial Condition and
Results of Operations. ' (form 10-K)

The consolidated financial statements include the accounts of Stock Yards
Bancorp, Inc.
and its wholly owned subsidiaries, SYB and the Captive,
collectively referred to as “Bancorp” or the “Company.” All significant
inter-company transactions and accounts have been eliminated in consolidation.




Bancorp is a FHC headquartered in Louisville, Kentucky. Established in 1904, SYB
is a state-chartered non-member financial institution that provides services in
Louisville, central, eastern and northern Kentucky, as well as the Indianapolis,
Indiana and Cincinnati, Ohio metropolitan markets through 63 full-service
banking center locations. The Captive is a Nevada-based, wholly-owned insurance
subsidiary of the Company, which was retained in conjunction with the KB
acquisition and provides insurance coverage not currently provided by Bancorp's
commercial policies to Bancorp and SYB, as well as a group of third-party
insurance captives.



Management’s Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the consolidated financial
statements and accompanying Footnotes presented in Part II Item 8 “Financial
Statements and Supplementary Data.”

Cautionary Statement Regarding Forward-Looking Statements





This document contains statements relating to future results of Bancorp that are
considered "forward-looking" as defined by Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. The forward-looking statements are principally, but not exclusively,
contained in Part II Item 7 "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Part I Item 1A "Risk Factors."



Forward-looking statements involve known and unknown risks, uncertainties, and
other factors that may cause actual results, performance, or achievements to be
materially different from future results, performance, or achievements expressed
or implied by the statement. These statements are often, but not always, made
through the use of words or phrases such as "aim," "anticipate," "believe,"
"can," "conclude," "continue," "could," "estimate," "expect," "foresee," "goal,"
"intend," "likely," "may," "might," "outlook," "possible," "plan," "predict,"
"project," "potential," "seek," "should," "target," "will," "would," or other
similar expressions. These forward-looking statements are not historical facts
and are based on current expectations, estimates and projections about our
industry, management's beliefs and certain assumptions made by management, many
of which, by their nature, are inherently uncertain and beyond our control.
Forward-looking statements detail management's expectations regarding the future
and are based on information known to management only as of the date the
statements are made and management undertakes no obligation to update
forward-looking statements to reflect events or circumstances that occur after
the date forward-looking statements are made, except as required by applicable
law.



There is no assurance that any list of risks and uncertainties or risk factors
is complete. Factors that could cause actual results to differ materially from
those expressed or implied in forward-looking statements include, among other
things:


? impact of the COVID-19 pandemic on Bancorp’s business, including the impact of

the actions taken by governmental authorities to try and contain the pandemic

or address the impact of the pandemic on the U.S. economy (including, without

limitation, various relief efforts), and the resulting effect of all such

items on our operations, liquidity and capital position, and on the financial

    condition of Bancorp's borrowers and other customers;




  ? changes in, or forecasts of, future political and economic conditions,
    inflation and efforts to control it;



? accuracy of assumptions and estimates used in establishing the ACL on loans,

    ACL for off-balance sheet credit exposures and other estimates;



? impairment of investment securities, goodwill, MSRs, other intangible assets

    or DTAs;



? ability to effectively navigate an economic slowdown or other economic or

    market disruptions;




  ? changes in laws and regulations or the interpretation thereof;




  ? changes in fiscal, monetary, and/or regulatory policies;



? changes in tax polices including but not limited to changes in federal and

    state statutory rates;



? behavior of securities and capital markets, including changes in interest

    rates, market volatility and liquidity;




  ? ability to effectively manage capital and liquidity;



? long-term and short-term interest rate fluctuations, as well as the shape of

    the U.S. Treasury yield curve;




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? the magnitude and frequency of changes to the FFTR implemented by the Federal

    Open Market Committee of the FRB;




  ? competitive product and pricing pressures;




  ? projections of revenue, expenses, capital expenditures, losses, EPS,
    dividends, capital structure, etc.;




  ? descriptions of plans or objectives for future operations, products, or
    services;




  ? integration of acquired financial institutions, businesses or future
    acquisitions;



? changes in the credit quality of Bancorp’s customers and counterparties,

    deteriorating asset quality and charge-off levels;




  ? changes in technology instituted by Bancorp, its counterparties or
    competitors;




  ? changes to or the effectiveness of Bancorp's overall internal control
    environment;



? adequacy of Bancorp’s risk management framework, disclosure controls and

    procedures and internal control over financial reporting;



? changes in applicable accounting standards, including the introduction of new

    accounting standards;




  ? changes in investor sentiment or behavior;




  ? changes in consumer/business spending or savings behavior;



? ability to appropriately address social, environmental and sustainability

    concerns that may arise from business activities;



? occurrence of natural or man-made disasters or calamities, including health

emergencies, the spread of infectious diseases, pandemics or outbreaks of

hostilities, and Bancorp’s ability to deal effectively with disruptions caused

    by the foregoing;



? ability to maintain the security of its financial, accounting, technology,

    data processing and other operational systems and facilities;



? ability to withstand disruptions that may be caused by any failure of its

    operational systems or those of third parties;



? ability to effectively defend itself against cyberattacks or other attempts by

unauthorized parties to access information of Bancorp, its vendors or its

    customers or to disrupt systems; and



? other risks and uncertainties reported from time-to-time in Bancorp’s filings

    with the SEC, including Part I Item 1A "Risk Factors.".




Bancorp executed a definitive Agreement and Plan of Merger ("agreement"), dated
as of August 3, 2021, to acquire Commonwealth Bancshares, Inc. and its
subsidiary Commonwealth Bank & Trust Company (collectively referred to as
"Commonwealth"). This document contains statements regarding the proposed
acquisition transaction that are not statements of historical fact and are
considered forward-looking statements within the criteria described above. These
statements are likewise subject to various risks and uncertainties that may
cause actual results and outcomes of the proposed transaction to differ,
possibly materially, from the anticipated results or outcomes expressed or
implied in these forward-looking statements. In addition to factors disclosed in
reports filed by Bancorp with the SEC, risks and uncertainties for Bancorp,
Commonwealth and the combined company include, but are not limited to: the
possibility that some or all of the anticipated benefits of the proposed merger
will not be realized or will not be realized within the expected time period;
the risk that integration of Commonwealth's operations with those of Bancorp
will be materially delayed or will be more costly or difficult than expected;
the parties' inability to meet expectations regarding the timing, completion and
accounting and tax treatments of the merger; the failure to satisfy the
conditions to completion of the merger; the failure of the proposed transaction
to close for any other reason, including, without limitation, the occurrence of
any event, change or other circumstance that could give rise to the right of
either party or both parties to the definitive agreement to terminate the
agreement; diversion of management's attention from ongoing business operations
and opportunities due to the merger; the challenges of integrating and retaining
key employees; the effect of the announcement of the merger on Bancorp's,
Commonwealth's or the combined company's respective customer and employee
relationships and operating results; the possibility that the merger may be more
expensive to complete than anticipated, including as a result of unexpected
factors or events; dilution caused by Bancorp's issuance of additional shares of
common stock in connection with the merger; the magnitude and duration of the
COVID-19 pandemic and its impact on the global economy and financial market
conditions and the business, results of operations and financial condition of
Bancorp, Commonwealth and the combined company; and general competitive,
economic, political and market conditions and fluctuations.



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Pending Acquisition of Commonwealth Bancshares, Inc. and its Subsidiary
Commonwealth Bank & Trust Company





Effective August 3, 2021, Bancorp executed a definitive agreement, pursuant to
which Bancorp will acquire all of the outstanding common stock of
privately-owned Commonwealth Bancshares, Inc., which operates 15 retail
branches, including nine in Jefferson County, four in Shelby county and two in
Northern Kentucky.



Under the terms of the Agreement, the Company will acquire all outstanding
common stock in a combined stock and cash transaction, resulting in total
consideration to Commonwealth's shareholders of approximately $171 million based
on estimates as of February 17, 2022. Bancorp will fund the cash payment portion
of the acquisition through existing resources on-hand.



Bancorp has received all required regulatory approvals to complete the
acquisition and the acquisition is expected to close on or around March 7, 2022,
subject to satisfaction or waiver of remaining closing conditions. As of
December 31, 2021, Commonwealth reported approximately $1.31 billion in assets,
$680 million in loans, $1.16 billion in deposits and $88 million in tangible
common equity. Commonwealth also maintains a Wealth Management and Trust
Department with total assets under management of $2.73 billion at December 31,
2021. The combined franchise will have 78 branches at acquisition date and
anticipates serving customers through a branch network of 73 locations, as
Bancorp has notified regulators of its intent to close five locations as part of
the merger. The combined franchise will have total assets of approximately $8.0
billion, $4.85 billion in gross loans, $6.95 billion in deposits and $7.53
billion in trust assets under management.



Completed Acquisition of Kentucky Bancshares, Inc.





On May 31, 2021, Bancorp completed its acquisition of Kentucky Bancshares, Inc.
and its wholly owned subsidiary, Kentucky Bank, collectively defined as "KB," a
commercial bank and trust company operating 19 branches throughout central and
eastern Kentucky with $1.27 billion in assets, $755 million in loans (including
PPP), $396 million in AFS debt securities and $1.04 billion in deposits at the
time of acquisition. Kentucky Bancshares, Inc. was also the holding company for
an insurance captive, which Bancorp acquired and retained. Bancorp acquired all
outstanding common stock of Kentucky Bancshares, Inc. in a combined stock and
cash transaction that resulted in total consideration paid to Kentucky
Bancshares, Inc. shareholders of $233 million.



Bancorp recorded goodwill of $123 million and incurred pre-tax merger related
expenses totaling $18.1 million for the year ended December 31, 2021 as a result
of the KB acquisition.



The acquisition of KB had a significant impact on the ACL and credit loss
provisioning for the year ended December 31, 2021. In total, acquisition-related
activity served to increase the ACL by $14.2 million for the year ended December
31, 2021. This increase consisted of $6.8 million attributed to the acquired PCD
loan portfolio, with the corresponding offset recorded to goodwill (as opposed
to provision for credit loss expense), and $7.4 million attributed to the
acquired non-PCD portfolio, which represented the acquisition-related provision
expense for the year ended December 31, 2021.



Issued but Not Yet Effective Accounting Standards Updates

For disclosure regarding the impact to Bancorp’s financial statements of
issued-but-not-yet-effective ASUs, see the Footnote titled “Summary of
Significant Accounting Policies” of Part II Item 8 “Financial Statements and
Supplementary Data.”




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Critical Accounting Policies and Estimates





Bancorp's consolidated financial statements and accompanying footnotes have been
prepared in accordance with GAAP. The preparation of these financial statements
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reported periods.



Management continually evaluates its accounting policies and estimates that it
uses to prepare the consolidated financial statements. In general, management's
estimates and assumptions are based on historical experience, accounting and
regulatory guidance, and information obtained from independent third-party
professionals. Actual results may differ from those estimates made by
management.



Critical accounting policies are those that management believes are the most
important to the portrayal of Bancorp's financial condition and operating
results and require management to make estimates that are difficult, subjective
and complex. Most accounting policies are not considered by management to be
critical accounting policies. Several factors are considered in determining
whether or not a policy is critical in the preparation of the financial
statements. These factors include, among other things, whether the estimates
have a significant impact on the financial statements, the nature of the
estimates, the ability to readily validate the estimates with other information
including independent third parties or available pricing, sensitivity of the
estimates to changes in economic conditions and whether alternative methods of
accounting may be utilized under GAAP. Management has discussed each critical
accounting policy and the methodology for the identification and determination
of critical accounting policies with Bancorp's Audit Committee. Effective
January 1, 2021 through December 31, 2021, the significant accounting policies
considered the most critical in preparing Bancorp's consolidated financial
statements are the determination of the ACL on loans and Goodwill.



Allowance for Credit Losses on Loans and Provision for Credit Losses

On January 1, 2020, Bancorp adopted ASC 326 “Financial Instruments – Credit
Losses,” which created material changes to Bancorp’s critical accounting policy
that existed at December 31, 2019.




For purposes of establishing the general reserve, Bancorp stratifies the loan
portfolio into homogeneous groups of loans that possess similar loss potential
characteristics and calculates the net amount expected to be collected over the
life of the loans to estimate the credit losses in the loan portfolio. Bancorp's
methodologies for estimating the ACL on loans consider available relevant
information about the collectability of cash flows, including information about
past events, current conditions, and reasonable and supportable forecasts.



The ACL on loans is established through credit loss expense charged to current
earnings. The amount maintained in the ACL reflects management's estimate of the
net amount not expected to be collected on the loan portfolio at the balance
sheet date over the life of the loan. The ACL is comprised of specific reserves
assigned to certain loans that do not share general risk characteristics and
general reserves on pools of loans that do share general risk characteristics.
Factors contributing to the determination of specific reserves include the
creditworthiness of the borrower and more specifically, changes in the expected
future receipt of principal and interest payments and/or in the value of pledged
collateral. A reserve is recorded when the carrying amount of the loan exceeds
the discounted estimated cash flows using the loan's initial effective interest
rate, an expected loss ratio based on historical losses adjusted as appropriate
for qualitative factors, or the fair value of the collateral for certain
collateral-dependent loans.



With the adoption of CECL, provision expense may be more volatile due to changes
in the CECL model assumptions of credit quality, macroeconomic factors and
conditions, and loan composition. The pandemic has had a material impact on
Bancorp's quarterly ACL calculations. While Bancorp has not yet experienced
credit quality issues resulting in charge-offs related to the pandemic, ACL
calculations and resulting credit loss expense is significantly impacted by
changes in forecasted economic conditions, which were generally volatile for the
years ended December 31, 2020 and 2021, respectively. Should the forecast for
economic conditions worsen, Bancorp could experience further increases in its
required ACL and record additional credit loss expense.



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Goodwill



Goodwill resulting from business combinations represents the excess of the
purchase price over the fair value of the net assets of businesses acquired.
Goodwill resulting from business combinations is generally determined as the
excess of the fair value of the consideration transferred, plus the fair value
of any non-controlling interests in the acquire, over the fair value of the net
assets acquired and liabilities assumed as of the acquisition date. Goodwill and
intangible assets acquired in a purchase business combination and determined to
have an indefinite useful life are not amortized, but tested for impairment at
least annually. Events that may trigger goodwill impairment include
deterioration in economic conditions, a decline in market-dependent multiples or
metrics (i.e. stock price falling below tangible book value), negative trends in
overall financial performance and regulatory action.



Bancorp has selected September 30 as the date to perform the annual impairment
test. Goodwill is the only intangible asset with an indefinite life on Bancorp's
consolidated balance sheets. No impairment to Goodwill was indicated based on
Bancorp's annual testing for 2021.



At December 31, 2021, Bancorp had $136 million in goodwill recorded on its
balance sheet, consisting primarily of $123 million recorded in association with
the acquisition of KB. As permitted under GAAP, management has up to 12 months
following the date of acquisition to finalize the fair values of the acquired
assets and assumed liabilities related to the KB acquisition. During this
measurement period, Bancorp may record subsequent adjustments to goodwill for
provisional amounts recorded at the acquisition date. Further, additional
goodwill is expected to be recorded in association with the pending Commonwealth
acquisition in 2022, which will increase the amount of goodwill on Bancorp's
balance sheet significantly.



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Business Segment Overview



Bancorp is divided into two reportable segments: Commercial Banking and WM&T:




Commercial Banking provides a full range of loan and deposit products to
individual consumers and businesses in all its markets through retail lending,
mortgage banking, deposit services, online banking, mobile banking, private
banking, commercial lending, commercial real estate lending, leasing, treasury
management services, merchant services, international banking, correspondent
banking and other banking services. The Bank also offers securities brokerage
services via its banking center network through an arrangement with a third
party broker-dealer in the Commercial Banking segment.



WM&T provides investment management, financial & retirement planning and trust &
estate services, as well as retirement plan management for businesses and
corporations in all markets in which Bancorp operates. The magnitude of WM&T
revenue distinguishes Bancorp from other community banks of similar asset size.



Overview – Impact of the COVID-19 Pandemic on Financial Condition and Results of
Operations





The COVID-19 pandemic in the U.S. and efforts to contain both the virus and the
related economic fallout have had a complex and significant impact on the
economy, the banking industry and Bancorp. While the distribution of
vaccinations, easing of restrictions on public commerce and business activities,
and stabilizing unemployment levels have been positive developments over the
past several months, the pandemic's effects on local, national and global
economic activity may continue to weigh on Bancorp's financial condition and
results of operations in 2022.



Bancorp’s financial condition and results of operations for the year ended
December 31, 2021 were significantly impacted by the following pandemic-related
factors, among others:



  ? Overall excess balance sheet liquidity




  ? The sustained low interest rate environment and related NIM compression



? Significant participation in the SBA’s PPP, which concluded on May 31, 2021

? The FRB’s Seasonally Adjusted National Civilian Unemployment Rate forecast and

    the resulting impact to the ACL on loans and off balance sheet credit
    exposures




The FRB's decision to lower the FFTR 150 bps in March of 2020 in response to the
then-developing pandemic decreased the FFTR to a range of 0%-0.25% and Prime to
3.25%, where both remained as of December 31, 2020 and 2021. Consistent with the
rate drops, key benchmark rates, such as the five-year treasury rate and
one-month LIBOR, declined dramatically. While the interest rate environment has
improved in recent quarters, key rates remain well below pre-pandemic levels.



Bancorp's participation in the PPP resulted in approximately 5,500 PPP loan
originations totaling $918 million ($887 million net of unearned deferred fees
and costs) since the program's inception as part of the CARES Act, which was
signed into law in March 2020. While the first round of PPP expired in August
2020, legislative action created a second round of funding for the program and
subsequently extended the program to May 31, 2021.



As part of the first round of the PPP, Bancorp originated over 3,400 PPP loans
totaling $657 million ($637 million net of unearned deferred fees and costs). As
of December, 2021, 98% of the dollars originated in the first round have been
forgiven. Further, approximately 99% of the $19.6 million in net fees received
for this round have been recognized life to date. As these borrowers were
required to begin making payments in July, accelerated forgiveness activity was
experienced during the third and fourth quarters of 2021. Remaining round one
originations are expected to be forgiven in the coming months.



As part of the second round of the PPP, Bancorp originated over 2,100 PPP loans
totaling $261 million ($250 million net of unearned deferred fees and costs). As
of December 31, 2021, 49% of the dollars originated in the second round have
been forgiven and 61% of the $11.4 million in net fees received for this round
were recognized in 2021. As these borrowers are not required to make payments
for 16 months, Bancorp expects a significant portion of these borrowers will
seek forgiveness in early to mid-2022 in connection with their tax return
preparation.



As of December 31, 2021, outstanding PPP loans originated by KB and acquired by
Bancorp totaled $6 million.




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Interest and fee income earned on the PPP portfolio totaled $22.0 million and
$13.6 million for the years ended December 31, 2021 and 2020, respectively. As
of December 31, 2021, Bancorp had $4.6 million of net unearned deferred fees
related to the PPP that have yet to be recognized and as a result, PPP loan
forgiveness will continue to have an impact on operating results for the first
part of 2022.



As a result of the PPP originations, forgiveness activity, record deposit levels
and historically low interest rates, excess liquidity has created NIM
compression, as well as challenges associated with deploying idle cash. Bancorp
made substantial investments in the AFS debt securities portfolio during the
year in an effort to deploy excess liquidity, purchasing $505 million in AFS
debt securities (excluding those added through the KB acquisition) in 2021.



The ACL on loans (excluding acquisition related activity) decreased $5 million
between December 31, 2020 and December 31, 2021, a stark contrast from the large
reserve build recorded between December 31, 2019 and December 31, 2020, which
included a $15 million increase that was separate and subsequent to the
increases recorded effective January 1, 2020 in relation to the initial adoption
of CECL. The pandemic had a material impact on ACL calculations in 2020 and
2021, as provisioning surged amidst changes in forecasted economic conditions,
especially the FRB's Seasonally Adjusted National Civilian Unemployment Rate.
After peaking towards the middle of 2020, unemployment forecasts have steadily
improved, as have other underlying CECL model factors, resulting in a reduction
of the provision for credit losses recorded in each quarter of 2021.



While separate from the ACL on loans and recorded in other liabilities on the
consolidated balance sheets, the ACL for off balance sheet credit exposures also
experienced a decrease between December 31, 2020 and December 31, 2021. A net
benefit of $2.2 million was recorded to provision for credit losses for off
balance sheet exposures in 2021, as loss factors associated within the
calculation improved and line of credit utilization continued to increase, while
remaining below pre-pandemic levels. Partially offsetting this decrease was a
$250,000 increase to the ACL for off balance sheet credit exposures recorded
during the second quarter, in relation to the KB acquisition, which had no
impact on earnings. The ACL for off balance sheet credit exposures stood at $3.5
million as of December 31, 2021 compared to $5.4 million as of December 31,
2020.



Bancorp has not incurred any significant challenges to its ability to maintain
its systems and controls in light of the measures taken to prevent the spread of
COVID-19 and has not incurred significant resource constraints through the
implementation of its business continuity plans and does not anticipate
incurring such issues in the future. Bancorp has not made, and at this time does
not expect to make, any material staffing or compensation changes as a result of
the pandemic.



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Overview – Operating Results (FTE)

The following table presents an overview Bancorp’s financial performance for the
years ended December 31, 2021, 2020 and 2019:




Years Ended December 31,                                                                 Variance
(dollars in thousands, except
per share data)                     2021          2020          2019         2021 / 2020          2020 / 2019

Net income                        $  74,645     $  58,869     $  66,067                27 %                (11 )%

Diluted earnings per share $ 2.97 $ 2.59 $ 2.89

           15 %                (10 )%
ROA                                    1.33 %        1.40 %        1.90 %              (7 )bps             (50 )bps
ROE                                   13.02 %       14.01 %       17.09 %             (99 )bps            (308 )bps



Additional discussion follows under the section titled “Results of Operations.”

General highlights for the year ended December 31, 2021 compared to December 31,
2020
:

? Bancorp completed its acquisition of KB during the second quarter of 2021. At

the time of acquisition, KB had $1.27 billion in assets, $755 million in loans

  (including PPP), $396 million in AFS debt securities and $1.04 billion in
  deposits.

o The year ended December 31, 2021 included seven months of activity associated

with the KB acquisition, which contributed approximately $20.0 million in net

interest income, $7.0 million in non-interest income and $15.3 million in

non-interest expense (excluding one-time merger related expenses). In

addition, one-time merger related expenses totaling $18.1 million and credit

loss expense on the acquired loan portfolio of $7.4 million were recorded for

the year ended December 31, 2021.

? In 2021, Bancorp set the following financial records:

o Total revenue, comprising net interest income FTE and non-interest income, of

$237.4 million, shattering the previous record of $188.0 million in 2020

o Record loan production (excluding PPP), which drove $291 million of legacy

    portfolio growth and, combined with expansion into the Central Kentucky
    market, led to record total loans of $4.12 billion at December 31, 2021

o Total deposit growth of $1.80 billion, surpassing the previous record of $855

million in 2020, $1.08 billion of which was added through expansion into the

Central Kentucky market (entered into as a result of the KB acquisition)

o WM&T AUM totaled $4.80 billion at December 31, 2021, with $949 million of

growth during the year, approximately $250 million of which was added through

the KB acquisition

o WM&T services income of $27.6 million boosted by record net new business

    generation and strong market performance at December 31, 2021


  o Debit and credit card income of $13.5 million, supported by organic and
    acquisition-related growth in transaction volume and customer base

o Higher transaction volume, new product sales and customer base expansion

boosted Treasury Management fees to a record $6.9 million

? Net income totaled $74.6 million for the year ended December 31, 2021,

resulting in diluted EPS of $2.97, compared to net income of $58.9 million and

diluted EPS of $2.59 for the year ended December 31, 2020.

o Operating results from the year ended December 31, 2021 were significantly

impacted by the acquisition of KB, PPP forgiveness activity, reduction in both

the ACL on loans and ACL for off-balance sheet exposures, substantial organic

loan and deposit growth (excluding acquisition and PPP) and historic levels of

excess liquidity.

o Operating results for the year ended December 31, 2020 were lower compared to

2021, primarily due to increased credit loss provisioning and reserves for

off-balance sheet credit exposures associated with the developing pandemic and

unprecedented government stimulus actions had a significant impact on

Bancorp’s operating results in 2020.

? NIM decreased 17 bps to 3.22% for the year ended December 31, 2021 compared to

3.39% for the prior year consistent with the sustained low interest rate

environment and record levels of excess liquidity, which created significant

NIM compression. Despite the decrease in NIM, organic loan growth, the KB

acquisition, fee income associated with PPP loans and deposit rate cuts

resulted in a $35.2 million, or 26%, increase in net interest income compared

  to the prior year.




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? Total loans (excluding PPP loans) increased $1.05 billion, or 35%, for the year

ended December 31, 2021 as compared to December 31, 2020. While approximately

$756 million of this growth was attributed to the central Kentucky market

(entered into as a result of the KB acquisition), the remaining $291 million

was attributed to strong organic growth highlighted by each of the Louisville,

Indianapolis and Cincinnati markets ending the year at historic highs.

? Total provision for credit losses was a net benefit of $753,000 for the year

ended December 31, 2021 compared to $18.4 million of provision expense recorded

for the year ended December 31, 2020.

o While provision of $7.4 million was recorded in relation to the loan portfolio

added through the KB acquisition, a cumulative net benefit of $8.2 million was

recorded for credit losses on loans and credit losses on off balance sheet

exposures in 2021, as a result of stabilized unemployment forecasts, generally

improving CECL model factors and stronger line of credit utilization.

o The adoption of CECL effective January 1, 2020 and subsequent pandemic-related

developments, such as elevated unemployment and historic declines in line of

credit utilization amidst the evolving pandemic drove elevated provisioning in

2020.

? C&I line of credit utilization improved to 31.8% at December 31, 2021, up from

26.1% at December 31, 2020. The onset of the pandemic in 2020 resulted in

gradually declining levels of utilization that bottomed out in March of 2021,

improving thereafter in each of the final three quarters of 2021. While this

was a positive development for loan growth during the year, utilization still

remains well below pre-pandemic levels.

? Bancorp’s ACL on loans to total loans was 1.29% at December 31, 2021, compared

to 1.47% at December 31, 2020.

? Total deposits increased $1.80 billion, or 45%, at December 31, 2021 compared

to December 31, 2020. Approximately $1.08 billion of this growth was attributed

to the central Kentucky market (entered into as a result of the KB acquisition)

while significant organic growth was also experienced during the year, as

customers generally maintained elevated levels of liquidity stemming from

economic uncertainty, PPP funding and continued federal stimulus. Deposits have

remained elevated for several quarters and finished at record levels (including

and excluding acquisition-related activity) as of December 31, 2021.

? Non-interest income increased $14.0 million, or 27%, for the year ended

December 31, 2021 compared to the prior year. While the acquisition of KB

resulted in a substantial contribution to non-interest income, significant

organic growth was also experienced across all non-interest revenue streams,

with the exception of mortgage banking, led by WM&T, card income and Treasury

management fees.

? Non-interest expenses increased $40.6 million, or 40%, for the year ended

December 31, 2021 compared to the same period of 2020, $19.0 million of which

related to one-time merger related expenses (including expenses relating to the

pending Commonwealth acquisition). While recurring expenses attributed to the

KB acquisition comprise the majority of the remaining increase, non-interest

expenses in general remained well-controlled and consistent with expansion,

strong performance and continued investment in technology.

? Bancorp’s efficiency ratio (FTE) for the year ended December 31, 2021 increased

to 59.94% from 54.06% for the prior year, consistent with recording one-time

merger related costs of $19.0 million for the year ended December 31, 2021.

Excluding one-time merger related costs and expenses related to the

amortization of tax credit partnerships, Bancorp’s non-GAAP efficiency ratio at

December 31, 2021 improved to 51.77% from 52.42% for the year prior. See the

section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to

GAAP measures.

? The ETR increased to 21.75% for the year ended December 31, 2021 from 13.10%

for the same period in 2020. The increase was significantly impacted by the

  prior year benefit of a large historic tax credit project coupled with
  Bancorp's transition from a capital-based franchise tax to the Kentucky
  corporate income tax, which began January 1, 2021.




Total stockholder's equity to total assets was 10.17% as of December 31, 2021
compared to 9.56% at December 31, 2020. Total equity increased $235 million in
2021, as $205 million of stock issued for the acquisition of KB and net income
of $74.6 million were offset by $28.2 million of dividends declared, changes in
AOCI and stock based compensation activity.



TCE is a measure of a company's capital, which is useful in evaluating the
quality and adequacy of capital. Bancorp's ratio of TCE to total tangible assets
was 8.22% as of December 31, 2021, compared with 9.28% at December 31, 2020, the
decline driven by goodwill of $123 million recorded in relation to the KB
acquisition. See the section titled "Non-GAAP Financial Measures" for
reconcilement of non-GAAP to GAAP measures.



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General highlights for the year ended December 31, 2020 compared to December 31,
2019
:

? Net income totaled $58.9 million for the year ended December 31, 2020,

resulting in diluted EPS of $2.59, a 10% decline from the prior year. The year

ended December 31, 2019 included $3.9 million in non-recurring tax adjustments

related to two Kentucky tax law changes that equated to $0.18 per diluted share

in addition to one-time merger related expenses, which equated to $0.05 per

diluted share for 2019. Operating results for the year ended December 31, 2020

were lower compared to the prior year, primarily due to increased credit loss

provisioning and reserves for off-balance sheet credit exposures associated

with the uncertain pandemic-related economic conditions, a substantially lower

interest rate environment and unprecedented government stimulus actions.
? NIM decreased 43 bps to 3.39% for the year ended December 31, 2020 compared to

3.82% for the prior year, consistent with the decline in the interest rate

environment, the addition of the low-yielding PPP portfolio and excess balance

sheet liquidity; offset by strong average year over prior year loan growth

(excluding PPP loans) and the strategic lowering of stated deposit interest

rates and CD offering rates in tandem with FRB interest rate actions. Despite

the decrease in NIM, Bancorp’s deposit rate cuts and fee income associated with

PPP loans resulted in a $10.6 million, or 8%, increase in net interest income

compared to the prior year.
? Effective January 1, 2020, Bancorp began accounting for credit losses under ASC

326, or CECL. The adoption of this standard increased the opening balance of

the ACL on loans and the reserve for off-balance sheet credit exposures as of

January 1. Initial adoption reduced Bancorp’s retained earnings with no

corresponding income statement impact.
? Total loans (excluding PPP loans) increased $136 million, or 5%, for the year

ended December 31, 2020, as record first and fourth quarter loan production

book-ended the largest quarterly loan balance contraction in the Company’s

history during the second quarter and flat net loan activity in the third

quarter.

? Line of credit utilization declined significantly in 2020, falling to 38.0% at

December 31, 2020 compared to 47.1% at December 31, 2019. The decline was led

by C&I line usage, which dropped from 40.9% at December 31, 2019 to 26.1% at

December 31, 2020, with a low point of 23.3% reached at September 30, 2020.
? Deposit balances ended at record levels at December 31, 2020, primarily as a

result of PPP funding and higher levels of liquidity held by customers

attributable to current economic uncertainty.
? Despite overall strong credit metrics, significant credit loss provisioning

occurred based on the on-going economic crisis, its corresponding impact on

unemployment forecast adjustments within the CECL model, the addition of a

large specific reserve, qualitative factor adjustments and loan growth.

Significant provisioning related to off-balance sheet credit exposures was also

recorded for the year ended December 31, 2020 consistent with declines in line

utilization (mainly C&I).
? Bancorp’s ACL on loans to total loans was 1.47% at December 31, 2020, compared

to 0.94% at December 31, 2019. Bancorp’s ACL on loans to total loans (excluding

PPP loans) rose to 1.74% at December 31, 2020.
? Non-interest income increased 5% for the year ended December 31, 2020 compared

to the prior year on the heels of record mortgage banking income despite

substantially lower deposit service charge income and the prior year period

benefitting from $1.4 million of non-recurring income. Strong WM&T results,

which included a large estate fee in the first quarter of 2020 and continued

growth in treasury management fees and card income also contributed to the

increase.

? Non-interest expenses increased 4% for the year ended December 31, 2020

compared to the same period of 2019. Elevated tax credit amortization stemming

from a large tax credit investment and continued investment in technology drove

the increase despite declines associated with one-time acquisition-related

charges and non-recurring activity in the prior year and pandemic-driven

decreases in marketing and business development activity.
? Bancorp’s efficiency ratio (FTE) for the year ended December 31, 2020 improved

to 54.06% from 56.07% for the prior year, the latter of which included $1.3

million in one-time merger-related expenses associated with the 2019 KSB

acquisition.

? The ETR increased to 13.1% for the year ended December 31, 2020 from 12.7% for

the same period in 2019, the latter of which benefitted from $3.9 million in

  non-recurring tax adjustments related to two Kentucky tax law changes.




Total stockholder's equity to total assets was 9.56% as of December 31, 2020
compared to 10.91% at December 31, 2019, the decline driven by the outsized
balance sheet growth attributed to PPP participation. Total equity increased
$34.4 million in 2020, as net income of $58.9 million and changes in AOCI were
offset by dividends declared of $24.5 million and various stock based
compensation.



Bancorp's ratio of TCE to total tangible assets was 9.28% as of December 31,
2020, compared with 10.55% at December 31, 2019, the decline driven by the
significant balance sheet growth associated with PPP participation as noted
above. See the section titled "Non-GAAP Financial Measures" for reconcilement of
non-GAAP to GAAP measures.



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Challenges for 2022:


Bancorp has identified the following challenges for fiscal year 2022:

? Bancorp expects to complete the merger of Commonwealth Bancshares, Inc. in the

first quarter of 2022. Bancorp has received all required regulatory approvals

to complete the acquisition and the acquisition is expected to close on or

around March 7, 2022. Acquisitions require integration of different corporate

cultures, loan and deposit products, pricing strategies, data processing

systems and other technologies, accounting, internal audit and financial

reporting systems, operating systems and internal controls, and marketing

programs and personnel. Bancorp will need to manage the transition effectively

to maximize retention of Commonwealth’s customers and employees, integrate

personnel and systems efficiently, and maximize anticipated economic benefits.
? The prospects of a rising interest rate environment for 2022 and beyond present

interest rate risk management challenges. Bancorp has benefitted significantly

from the low cost of funds provided by its deposit base over the past year, as

stated deposit rates have remained at very low levels since early 2020. Bancorp

has also made significant investment in its AFS debt securities portfolio at

low fixed rates, the market values of which will be impacted by rising rates.

Given the record levels of liquidity held by Bancorp and in the banking system

generally, the interest rate risk profile of Bancorp is expected to be slightly

asset sensitive with interest rates expected to rise.
? NIM compression remains a challenge for 2022. While the FRB is projecting

multiple rate hikes in 2022 based on its December 2021 policy meeting, on-going

record levels of liquidity, existing and anticipated pricing

pressure/competition and other economic factors, such as inflation, provide

reasons for caution. Further, the timing of forgiveness associated with the

remaining outstanding PPP portfolio will continue to affect loan yields and

NIM, particularly in the first part of 2022.
? Net loan growth, excluding the PPP portfolio, is a major focus for Bancorp in

2022. This will be impacted by developments surrounding the on-going pandemic,

competition, prevailing interest rates, economic conditions, line of credit

utilization and loan prepayments. Bancorp believes there is continued

opportunity for loan growth in all of its markets, including the recently

entered Central Kentucky market. The pending acquisition of Commonwealth

Bancshares, Inc. only serves to bolster these prospects. Bancorp’s ability to

deliver attractive loan growth over the long-term is linked to Bancorp’s

  overall success.
? The continued integration and development of the central Kentucky market

remains a top priority for 2022 as well. The acquisition of KB in 2021 expanded

Bancorp’s presence in central and eastern Kentucky and will allow Bancorp to

provide broader product offerings, increased lending capabilities and an

expanded branch delivery system to existing and prospective customers alike,

creating solid growth opportunities and a larger platform for future expansion.

Prioritizing the development of the central Kentucky market, including growth

of the WM&T business in this market, will play a major role in delivering

strong operating results in the coming year.
? Bancorp derives significant non-interest income from WM&T services. Most of

these fees are based upon the market value of AUM at respective period ends. To

continue growth of this income source, Bancorp must attract new customers and

retain existing customers. Bancorp believes there is opportunity for growth in

all of its markets, particularly through the newly entered Central Kentucky

market and the pending acquisition of Commonwealth Bancshares, Inc., the latter

of which will serve to grow our WM&T customer base significantly. Growth in

market values of AUM and fees is dependent upon positive returns in the overall

capital markets, which ended 2021 near record highs. Bancorp has no control

over market volatility.
? Competitive factors surrounding the developing trend of financial institutions

reducing or eliminating certain deposit account fees, particularly

overdraft-related fees, presents a significant challenge to growing

deposit-related non-interest income in the future and potentially threatens a

revenue stream that has been in an industry-wide, regulation-driven decline for

several years. Strategic decisions surrounding this trend may impact not only

deposit-related income, but also deposit relationships in general, particularly

for retail customers, as consumer use of these bank deposit services continues

to evolve. Continuous monitoring of these trends and evaluation of any

potential changes to our deposit service fee structure will play a key role in

the growth of Bancorp’s non-interest income.
? Technological advances are consistently providing opportunities for Bancorp to

consider potential new products and delivery channels. Bancorp’s

customers’ demand for innovative and relevant products and services is expected

to trend along with changing technology. Bancorp will need to continue to make

prudent investments in technology while managing associated risks so as to

remain competitive with other financial service providers, especially as

Bancorp’s continued expansion raises the level of expectation from customers.
? Over the past several years, Bancorp’s asset quality metrics have trended

within a narrow range, exceeding benchmarks and reaching historically strong

levels. Bancorp realizes that present asset quality metrics are positive and,

recognizing the cyclical nature of the lending business, Bancorp anticipates

this trend will likely normalize over time.
? Operating results for 2020 and 2021 were significantly impacted by the pandemic

and efforts to contain both the virus and its economic impact will continue to

weigh on the economy, the banking industry and Bancorp. As such, any future

regulatory and legislative actions taken in response to related developments

  could have a significant impact on future operating results.




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Results of Operations



Net Interest Income – Overview




As is the case with most banks, Bancorp's primary revenue sources are net
interest income and fee income from various financial services provided to
customers. Net interest income is the difference between interest income earned
on loans, investment securities and other interest earning assets less interest
expense on deposit accounts and other interest bearing liabilities. Loan volume
and interest rates earned on those loans are critical to overall profitability.
Similarly, deposit volume is crucial to funding loans and rates paid on deposits
directly impact profitability. New business volume is influenced by numerous
economic factors including market interest rates, business spending, liquidity,
consumer confidence and various competitive conditions within the marketplace.
The discussion that follows is based on fully tax-equivalent interest data.



Comparative information regarding net interest income follows:



As of and for the Years                                                               Variance
Ended December 31,
(dollars in thousands)             2021           2020           2019        2021 / 2020    2020 / 2019

Net interest income            $    171,074   $    135,921   $    125,348        26 %              8 %
Net interest income (FTE)*          171,508        136,133        125,571        26 %              8 %
Net interest spread                   3.16%          3.22%          3.50%       (6) bps         (28) bps
Net interest margin                   3.22%          3.39%          3.82%      (17) bps         (43) bps
Average earning assets         $  5,318,968   $  4,019,336   $  3,290,345        32 %             22 %
Five year Treasury note rate          1.26%          0.36%          1.69%        90 bps        (133) bps
at year end
Average five year Treasury            0.86%          0.53%          1.95%        33 bps        (142) bps
note rate
Prime rate at year end                3.25%          3.25%          4.75%         - bps        (150) bps
Average Prime                         3.25%          3.53%          5.29%      (28) bps        (176) bps
One month LIBOR at year end           0.10%          0.14%          1.76%       (4) bps        (162) bps
Average one month LIBOR               0.10%          0.52%          2.22%      (42) bps        (170) bps



*See table titled, “Average Balance Sheets and Interest Rates (FTE)” for detail
of Net interest income (FTE).




NIM and net interest spread calculations above exclude the sold portion of
certain participation loans, which totaled $5 million, $10 million and $8
million for the years ended December 31, 2021, 2020 and 2019, respectively.
These sold loans are on Bancorp's balance sheet as required by GAAP because
Bancorp retains some form of effective control; however, Bancorp receives no
interest income on the sold portion. These participation loans sold are excluded
from NIM and spread analysis, because Bancorp believes it provides a more
accurate depiction of loan portfolio performance.



Prime rate, the five year Treasury note rate and the one month LIBOR are
included in the table above to provide a general indication of the interest rate
environment in which Bancorp has operated during the past three
years. Approximately $1.2 billion, or 30%, of Bancorp's loans are variable rate
and are indexed to either Prime or LIBOR, generally repricing as those rates
change. At inception, most of Bancorp's fixed rate loans are priced in relation
to the five year Treasury rate.



The interest rate environment has experienced a significant decline over the
three year period referenced above. The FFTR began 2019 at a range of
2.25-2.50%, and in turn, Prime began that same year at 5.50%, representing the
highest interest rates experienced post-Great Recession. Subsequent to hitting
those peak marks, the FRB lowered the FFTR five times for a total of 225 bps,
the most recent of which came in March of 2020 and took the FFTR to a range of
0-0.25% and Prime to 3.25%, where both remained as of December 31, 2020 and
December 31, 2021.



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Discussion of 2021 vs 2020:



Net interest spread and NIM were 3.16% and 3.22% for the year ended December 31,
2021 compared to 3.22% and 3.39% for the year ended December 31, 2020. NIM was
significantly impacted in 2021 by the following:



? A sustained low interest rate environment, driven by the lowering of the FFTR

in March 2020 to a range of 0% – 0.25%, which resulted in Prime dropping to

    3.25%, where it has remained since the first quarter of 2020.



? PPP originations, which began in the second quarter of 2020 and continued

through expiration of the program on May 31, 2021, as well as the related

forgiveness activity, which accelerates the recognition of fee income on these

loans and continues to have a significant effect on NIM. The PPP portfolio

contributed an 18 bps benefit to NIM for the year ended December 31, 2021 as a

result of forgiveness activity, which drove the recognition of $18.1 million

in PPP-related fee income. In comparison, the PPP portfolio had a negative

impact of 3 bps on NIM for the year end December 31, 2020 due to the large

    amount of originations that occurred in 2020 and the affect that the
    low-yielding, 1% stated rate of these notes had on NIM for the period.



? Overall, excess balance sheet liquidity contributed approximately 25 bps of

NIM compression for the year ended December 31, 2021. By comparison, excess

balance sheet liquidity contributed approximately 13 bps of NIM compression

for the same period of 2020. In general, excess liquidity within the banking

system has led to a highly competitive loan rate environment over the past two

    years.



? Substantial balance sheet growth, both organic and acquisition-related, which

resulted in total average earning asset growth of $1.3 billion, or 32%, and

average interest-bearing liability growth of $773 million, or 30%, for the

    year ended December 31, 2021 compared to the same period of 2020.



? The lowering of deposit rates in tandem with FRB interest rate actions and the

    benefit of paying off all FHLB advances during 2021.




Net interest income (FTE) increased $35.4 million, or 26%, for the year ended
December 31, 2021 compared to the same period of 2020, due to interest and fee
income associated with the PPP portfolio, substantial growth in the non-PPP loan
portfolio and AFS debt securities portfolio, and the aforementioned lowering of
deposit rates.



Total average interest earning assets increased $1.30 billion, or 32%, to $5.32
billion for the year ended December 31, 2021, as compared to the same period of
2020, with the average rate earned on total interest earning assets contracting
34 bps to 3.34%.


? Average total loans increased $646 million, or 20%, for the year ended

December 31, 2021 compared to the same period of 2020. Average non-PPP loan

balances grew $692 million, or 24%, for the year ended December 31, 2021

compared to the same period of 2020, attributed to both the acquisition and

strong organic growth. Average PPP loan balances decreased $45 million, or

10%, for the year ended December 31, 2021 compared to the same period of 2020,

    consistent with forgiveness activity throughout 2021.



? Average AFS debt securities grew $446 million, or 98%, for the year ended

December 31, 2021 compared to the same period of 2020, which was attributed to

a combination of strategically deploying excess liquidity through further

    investment and the KB acquisition.



? Average FFS and interest bearing due from balances increased $217 million, or

94%, for the year ended December 31, 2021, consistent with the elevated level

    of deposits.




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Total interest income (FTE) increased $29.4 million, or 20%, to $177.5 million
for the year ended December 31, 2021 as compared to the same period of 2020.

? Interest and fee income on loans (FTE) increased $26.6 million, or 19%, to

$164.4 million for the year ended December 31, 2021 compared to the same

period of 2020, driven by accelerated recognition of PPP fee income consistent

with forgiveness activity, organic loan growth and the contribution attributed

    to the KB acquisition.



? Significant growth in average AFS debt securities drove an increase of $3.2

million, or 37%, for interest income (FTE) on the portfolio for the year ended

December 31, 2021 compared to the same period of 2020. However, the lower

interest rate environment experienced over the past twelve months weighed

heavily on fixed income security yields, which decreased 59 bps, or 31%.

? Despite the substantial increase experienced for average FFS and interest

bearing due from balances, corresponding interest income decreased $93,000, or

13%, for the year ended December 31, 2021 compared to the same period of 2020

as a result of the FRB lowering the FFTR 150 bps in March 2020 to a range of

    0-0.25%, where it remained for the final three quarters of 2020 and the
    entirety of 2021.




Total average interest bearing liabilities increased $773 million, or 30%, to
$3.39 billion for the year ended December 31, 2021 compared with the same period
in 2020, with the total average cost declining 28 bps to 0.18%.



? Average interest bearing deposits increased $795 million, or 32%, for the year

ended December 31, 2021 compared to the same period in 2020, with

interest-bearing demand deposits accounting for $500 million of the increase.

Interest bearing deposits added as a result of the KB acquisition along with

significant federal stimulus action, such as PPP funding, propelled deposit

balances to record levels at December 31, 2021. Further, general economic

uncertainty surrounding the on-going pandemic has resulted in the customer

base maintaining higher levels of liquidity, similar to customer behavior seen

    during the Great Recession.



? Consistent with the higher interest bearing deposit balances noted above, as

well as the KB acquisition, average SSUAR balances increased $22 million, or

55%, for the year ended December 31, 2021 compared to the same period of 2020.




  ? Average FHLB advances decreased $45 million, or 73%, for the year ended

December 31, 2021 compared to the same period of 2020, as advances continued

to mature without renewal or replacement over the past year, including $30

million of three month advances relating to cash flow hedge interest rate

    swaps. In addition, Bancorp elected to pay down certain advances prior to
    their maturity during the first and second quarters of 2021, the latter of
    which resulted in an early-termination fee of $474,000, recorded as a

component non-interest expense during the second quarter of 2021. Bancorp made

this decision due to its excess liquidity driven by the substantial deposit

growth it achieved over the past year, combined with the near-term outlook for

low interest rates at the time of pay off. As of December 31, 2021, Bancorp

    had no outstanding FHLB advances.




Total interest expense decreased $5.9 million, or 50%, for the year ended
December 31, 2021 compared to the same period of 2020, a direct result of
deposit rate reductions implemented in response to the falling interest rate
environment and to a lesser extent, the reduction in interest expense on FHLB
advances.


? Total interest bearing deposit expense decreased $4.9 million, or 46%, driving

a 25 bps decline in the cost of average total interest bearing deposits.

? Interest expense on FHLB advances declined $1.1 million, or 76%, as a result

of the substantial reduction in average FHLB advances outstanding. As noted

above, Bancorp had no outstanding FHLB advances as of December 31, 2021.





Discussion of 2020 vs 2019:



Net interest spread and NIM were 3.22% and 3.39% for the year ended December 31,
2020 compared to 3.50% and 3.82% for the year ended December 31, 2019. NIM was
significantly impacted in 2020 by the following:



? The FFTR was lowered 225 bps between July 2019 and mid-March 2020, resulting

in Prime dropping to 3.25%. Average Prime declined significantly to 3.53% for

    2020 compared to 5.29% for 2019.



? Treasury yields were near historic lows for several months in 2020, eroding

    NIM and loan yields.



? PPP loan originations, which boosted net interest income, had a negative

    impact on NIM and loan yields.



? The strategic lowering of stated deposit interest rates and CD offering rates

    over the past twelve months in tandem with FRB interest rate actions.




  ? Strong average non-PPP loan growth.




  ? Excess balance sheet liquidity and elevated deposit balances.




Bancorp originated approximately 3,400 PPP loans, equating to $637 million (net
of origination fees and costs) during 2020. Bancorp recognized $9.1 million in
net origination fee income associated with the PPP portfolio in 2020. While this
had a positive impact on interest and fee income, as well as net interest
income, the 1% stated yield on the PPP portfolio negatively impacted the overall
loan portfolio yield by 17 bps and NIM by 3 bps for the year ended December 31,
2020.



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Average FFS and interest bearing due from bank balances increased significantly
for the year ended December 31, 2020 compared with the same period in 2019.
Excess liquidity contributed to approximately 15 bps of NIM compression for the
year ended December 31, 2020 compared to 9 bps for the year ended December 31,
2019.



Net interest income (FTE) increased $10.6 million, or 8%, for the year ended
December 31, 2020 compared to the same period of 2019, primarily attributed to
the lowering of stated deposit rates in response to the changing interest rate
environment and the additional fee income associated with the PPP portfolio in
2020.



Total average interest earning assets increased $729 million, or 22%, to $4.02
billion for the year ended December 31, 2020, with the average rate earned on
total interest earning assets contracting 82 bps to 3.68%.



? Average loans increased $602 million, or 22%, for the year ended December 31,

2020 compared to the same period of 2019 with $443 million of the average

growth attributed to the PPP portfolio. In addition to the 2019 KSB

acquisition, Bancorp experienced strong organic growth across all three

markets in 2020, which led to a $160 million increase in average non-PPP loan

    portfolio balances.



? Average FFS and interest bearing due from bank balances increased $93 million

for the year ended December 31, 2020 as compared with the same period of 2019,

    consistent with the elevated level of deposits.




Total interest income (FTE) was flat, down $32,000 to $148.1 million for the
year ended December 31, 2020, as compared with the same period of 2019 despite
the drastic decline in the interest rate environment.



? Interest and fee income on loans (FTE) increased approximately $3.3 million,

or 2%, to $137.9 million, attributed to the PPP portfolio. Significant

interest rate contraction in 2020 led to a $10.4 million decline in interest

    income on the non-PPP loan portfolio.



? With the exception of mortgage loans held for sale, interest income on the

remaining interest earning asset portfolio was negatively impacted by the

changes in the interest rate environment in addition to substantial average

    balance growth.




Total average interest bearing liabilities increased $353 million, or 16%, to
$2.62 billion for the year ended December 31, 2020, as compared with the same
period of 2019, with the average cost decreasing 54 bps to 0.46%.



? Average interest bearing deposits increased $364 million, or 17%, for the year

ended December 31, 2020 compared to the same period of 2019, with

interest-bearing demand deposits representing $257 million of the increase.

? Average FHLB advances declined $9 million, or 13%, for the year ended December

31, 2020 compared to the same period of 2019, as matured advances were not

    replaced or renewed in 2020.



Total interest expense decreased $10.6 million, or 47%, for the year ended
December 31, 2020, compared to the same period of 2019, a direct result of
stated deposit rate reductions implemented in response to the changing interest
rate environment.



  ? Total interest bearing deposit expense decreased $10.1 million, or 49%,
    driving a 54 bps decrease in the cost of average total interest bearing

liabilities to 0.42% as deposit rates were cut in tandem with FRB interest

    rate actions.



? FHLB advance expense decreased $240,000 or 15%, as matured advances were not

    replaced or renewed in 2020, resulting in lower interest expense.




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Average Balance Sheets and Interest Rates (FTE)



                                           2021                                        2020                                        2019
Years ended December
31, (dollars in             Average                      Average        Average                      Average        Average                      Average
thousands)                  Balance       Interest        Rate          Balance       Interest        Rate          Balance       Interest        Rate
Interest earning
assets:
Federal funds sold and
interest bearing due
from banks                $   446,783     $     645          0.14 %   $   229,905     $     738          0.32 %   $   136,514     $   2,933          2.15 %
Mortgage loans held for
sale                           11,170           249          2.23          20,156           533          2.64           3,836           182          4.74
Available for sale debt
securities:
Taxable                       879,298        11,575          1.32         443,035         8,432          1.90         413,801         9,291          2.25
Tax-exempt                     19,636           340          1.73          10,047           265          2.64          22,710           570          2.51
Total securities              898,934        11,915          1.33         453,082         8,697          1.92         436,511         9,861          2.26

Federal Home Loan Bank
stock                          10,824           262          2.42          11,284           253          2.24          10,858           548          5.05

SBA Paycheck Protection
Program (PPP) loans           397,282        22,044          5.55         442,510        13,636          3.08               -             -             -
Non-PPP loans               3,553,975       142,395          4.01       2,862,399       124,226          4.34       2,702,626       134,591          4.98
Total loans                 3,951,257       164,439          4.16       3,304,909       137,862          4.17       2,702,626       134,591          4.98
Total interest earning
assets                      5,318,968       177,510          3.34       4,019,336       148,083          3.68       3,290,345       148,115          4.50
Less allowance for
credit losses on loans         57,696                                      45,008                                      27,057
Non-interest earning
assets:
Cash and due from banks        63,477                                      46,277                                      44,884
Premises and equipment,
net                            69,483                                      57,474                                      63,197
Bank owned life
insurance                      44,720                                      32,899                                      32,631
Accrued interest
receivable and other          187,934                                     106,615                                      76,998
Total assets              $ 5,626,886                                 $ 4,217,593                                 $ 3,480,998

Interest bearing
liabilities:
Deposits:
Interest bearing demand   $ 1,633,606     $   1,771          0.11 %   $ 1,133,308     $   1,776          0.16 %   $   875,897     $   4,951          0.57 %
Savings                       328,570            93          0.03         190,368            36          0.02         166,509           291          0.17
Money market                  919,778           589          0.06         771,363         1,482          0.19         695,411         7,105          1.02
Time                          420,308         3,174          0.76         412,506         7,184          1.74         406,176         8,213          2.02
Total interest bearing
deposits                    3,302,262         5,627          0.17       2,507,545        10,478          0.42       2,143,993        20,560          0.96

Securities sold under
agreements to
repurchase                     62,534            24          0.04          40,363            37          0.09          38,555           101          0.26
Federal funds purchased        10,596            14          0.13           9,457            35          0.37          11,182           217          1.94
Federal Home Loan Bank
advances                       16,317           337          2.07          61,483         1,400          2.28          70,755         1,640          2.32
Subordinated debt                   -             -             -               -             -             -             922            26          2.82


Total interest bearing
liabilities                 3,391,709         6,002          0.18       2,618,848        11,950          0.46       2,265,407        22,544          1.00
Non-interest bearing
liabilities:
Non-interest bearing
demand deposits             1,578,795                                   1,100,942                                     765,103
Accrued interest
payable and other              83,121                                      77,684                                      63,925
Total liabilities           5,053,625                                   3,797,474                                   3,094,435
Stockholders' equity          573,261                                     420,119                                     386,563
Total liabilities and
stockholder's equity      $ 5,626,886                                 $ 4,217,593                                 $ 3,480,998
Net interest income                       $ 171,508                                   $ 136,133                                   $ 125,571
Net interest spread                                          3.16 %                                      3.22 %                                      3.50 %
Net interest margin                                          3.22 %                                      3.39 %                                      3.82 %




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Supplemental Information – Total Company Average Balance Sheets and Interest
Rates (FTE)

? Average loan balances include the principal balance of non-accrual loans, as

well as unearned income such as loan premiums, discounts, fees/costs and

exclude participation loans accounted for as secured borrowings. Participation

loans averaged $5 million, $8 million and $9 million for the years ended

    December 31, 2021, 2020 and 2019, respectively.



? Interest income on a FTE basis includes additional amounts of interest income

that would have been earned if investments in certain tax-exempt interest

earning assets had been made in assets subject to federal taxes yielding the

same after-tax income. Interest income on municipal securities and tax-exempt

loans has been calculated on a FTE basis using a federal income tax rate of

21%. Approximate tax equivalent adjustments to interest income were $434,000,

$212,000 and $224,000 for the years ended December 31, 2021, 2020 and 2019,

    respectively.



? Interest income includes loan fees of $20.5 million ($18.1 million associated

with the PPP), $10.6 million ($9.1 million associated with the PPP) and $2.2

million for the years ended December 31, 2021, 2020 and 2019, respectively.

Interest income on loans may be impacted by the level of prepayment fees

    collected and accretion related to loans purchased.



? Net interest income, the most significant component of Bancorp’s earnings,

represents total interest income less total interest expense. The level of net

interest income is determined by mix and volume of interest earning assets,

interest bearing deposits and borrowed funds, and changes in interest rates.

? NIM represents net interest income on a FTE basis as a percentage of average

    interest earning assets.



? Net interest spread (FTE) is the difference between taxable equivalent rates

    earned on interest earning assets less the cost of interest bearing
    liabilities.



? The fair market value adjustment on investment securities resulting from ASC

320, Investments – Debt and Equity Securities is included as a component of

    other assets.




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The following table illustrates the extent to which changes in interest rates
and changes in the volume of interest-earning assets and interest-bearing
liabilities impacted Bancorp's interest income and interest expense during the
periods indicated. Information is provided in each category with respect to
(i) changes attributable to changes in volume (changes in volume multiplied by
prior rate), (ii) changes attributable to changes in rate (changes in rate
multiplied by prior volume) and (iii) net change. The changes attributable to
the combined impact of volume and rate have been allocated proportionately to
the changes due to volume and the changes due to rate. Tax-equivalent
adjustments are based on a federal income tax rate of 21%. The change in
interest due to both rate and volume has been allocated to the change due to
rate and the change due to volume in proportion to the relationship of the
absolute dollar amounts of the change in each.



Rate/Volume Analysis (FTE)



                                    Year ended December 31, 2021                          Year ended December 31, 2020
                                             Compared to                                           Compared to
                                    Year ended December 31, 2020                          Year ended December 31, 2019
                          Total Net          Increase (Decrease) Due to         Total Net          Increase (Decrease) Due to
(in thousands)              Change            Rate               Volume           Change            Rate               Volume

Interest income:
Federal funds sold and
interest bearing due
from banks                $      (93 )   $         (547 )     $         454     $   (2,195 )   $       (3,441 )     $       1,246
Mortgage loans held for
sale                            (284 )              (74 )              (210 )          351               (113 )               464
Securities available
for sale:
Taxable                        3,143             (3,210 )             6,353           (859 )           (1,484 )               625
Tax-exempt                        75               (114 )               189           (305 )               28                (333 )
Federal Home Loan Bank
stock                              9                 20                 (11 )         (295 )             (316 )                21
SBA Paycheck Protection
Program (PPP) loans            8,408              9,928              (1,520 )       13,636                  -              13,636
Non-PPP Loans                 18,169            (10,096 )            28,265        (10,365 )          (18,000 )             7,635

Total interest income         29,427             (4,093 )            33,520            (32 )          (23,326 )            23,294

Interest expense:
Deposits:
Interest bearing demand           (5 )             (647 )               642         (3,175 )           (4,326 )             1,151
Savings                           57                 23                  34           (255 )             (292 )                37
Money market                    (893 )           (1,136 )               243         (5,623 )           (6,324 )               701
Time                          (4,010 )           (4,143 )               133         (1,029 )           (1,155 )               126
Total interest bearing
deposits                      (4,851 )           (5,903 )             1,052        (10,082 )          (12,097 )             2,015

Securities sold under
agreements to
repurchase                       (13 )              (28 )                15            (64 )              (69 )                 5
Federal funds purchased          (21 )              (25 )                 4           (182 )             (153 )               (29 )
Federal Home Loan Bank
advances                      (1,063 )             (119 )              (944 )         (240 )              (28 )              (212 )
Subordinated debt                  -                  -                   -            (26 )                -                 (26 )

Total interest expense        (5,948 )           (6,075 )               127        (10,594 )          (12,347 )             1,753

Net interest income       $   35,375     $        1,982       $      33,393     $   10,562     $      (10,979 )     $      21,541




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Asset/Liability Management and Interest Rate Risk




Managing interest rate risk is fundamental for the financial services industry.
The primary objective of interest rate risk management is to neutralize effects
of interest rate changes on net income. By considering both on and off-balance
sheet financial instruments, management evaluates interest rate sensitivity with
the goal of optimizing net interest income within the constraints of prudent
capital adequacy, liquidity needs, market opportunities and customer
requirements.



Interest Rate Simulation Sensitivity Analysis




Bancorp uses an earnings simulation model to estimate and evaluate the impact of
an immediate change in interest rates on earnings in a one-year forecast. The
simulation model is designed to reflect dynamics of interest earning assets and
interest bearing liabilities. By estimating effects of interest rate
fluctuations, the model can approximate interest rate risk exposure. This
simulation model is used by management to gauge approximate results given a
specific change in interest rates at a given point in time. The model is
therefore a tool to indicate earnings trends in given interest rate scenarios
and may not indicate actual or expected results.



Bancorp's interest rate simulation sensitivity analysis details that increases
in interest rates of 100 and 200 bps would have a negative effect on net
interest income, respectively. These results are attributed to over half of the
variable rate loan portfolio being currently at or near floor rates, as these
yields will not increase until short-term rates exceed these floor rates. For
example, a significant portion of the variable rate loan portfolio is tied to
Prime, with floor rates of 4.00%. Given Prime is at 3.25% as of December 31,
2021, short-term rates would have to increase over 75 bps for these loans to
move above their floor rates.



The decrease in net interest income in the rising rate scenarios is primarily
due to variable rate loans and short-term investments repricing slower than
deposits and short-term borrowings. Asset balances subject to immediate
repricing cause an estimated decline in net interest income in the down 100 bps
scenario, as rates on non-maturity deposits cannot be lowered sufficiently to
offset declining interest income. These estimates of the summarized below.



                                                                   Change in Rates
                                             -200              -100              +100               +200
                                         Basis Points      Basis Points      Basis Points       Basis Points
% Change from base net interest income
at December 31, 2021                          NA                   -2.18 %           -2.84 %             4.50 %




Bancorp's interest rate risk profile is generally neutral. The results of the
interest rate sensitivity analysis performed as of December 31, 2021 suggest a
slightly liability sensitive profile as a result of the long-term, conservative
assumptions Bancorp uses in the model, particularly in relation to deposit
betas, which measure how responsive management's deposit repricing may be to
changes in market rates. However, given the historic levels of liquidity
currently held by Bancorp and in the banking system generally, the Company
anticipates actual deposit betas will remain well below long-term averages
through 2022 despite forecasted interest rate hikes from the FRB. In a scenario
where deposit betas are well below long-term averages, Bancorp's interest rate
risk profile shifts to a slightly asset sensitive position, but remains
generally neutral.



Bancorp's loan portfolio is currently composed of approximately 70% fixed and
30% variable rate loans, with the fixed rate portion pricing (excluding PPP
loans) generally based on a spread to the five-year treasury curve at the time
of origination and the variable portion pricing based on an on-going spread to
Prime (approximately 66%) or one month LIBOR (approximately 34%). Bancorp's loan
portfolio (excluding PPP loans) at December 31, 2020 was composed of
approximately 69% fixed and 31% variable rate loans.



In July 2017, the Financial Conduct Authority (the "FCA"), the authority
regulating LIBOR, along with various other regulatory bodies, announced that
LIBOR would likely be discontinued at the end of 2021. Subsequent to that
announcement, in November 2020, the FCA announced that many tenors of LIBOR
would continue to be published through June 2023. Subsequent to this, Bank
regulators instructed banks to discontinue new originations referencing LIBOR as
soon as possible, but no later than December 2021. Effective December 31, 2021,
Libor will no longer be used to issue new loans in the U.S. It is expected to be
replaced primarily by the Secured Overnight Financing Rate (SOFR), which many
experts consider a more accurate and more secure pricing benchmark. To
facilitate the transition process, management has instituted an enterprise-wide
program to identify, assess, and monitor risks associated with the expected
discontinuance or unavailability of LIBOR.



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Management has focused on operational readiness, as well as instituting
processes and systems to validate that contract risk is clearly identified and
understood. New originations and any modifications or renewals of LIBOR-based
contracts contained fallback language to assist in an orderly transition to an
alternative reference rate. For Bank contracts that have a duration beyond
December 31, 2021, and that reference LIBOR, all fallback provisions and
variations are currently being identified and sorted into classifications based
upon those provisions. Upon classification, the contracts are monitored and
possibly remediated if fallback provisions are not deemed sufficiently robust.
The Bank realizes that remediating certain contracts indexed to LIBOR may
require consent from the counterparties, which could be difficult and costly to
obtain in certain limited circumstances.



As of December 31, 2021, the Company had approximately $425 million in loans and
interest rate derivative contracts of $123 million (notional amount) that
reference LIBOR. Each of the LIBOR-referenced amounts discussed above will vary
in future periods as current contracts expire with potential replacement
contracts using either LIBOR or an alternative reference rate. The Company, and
other industry participants, continue to review alternative reference rates that
could be utilized as a replacement for LIBOR. The Company had 7 loans totaling
$24 million that were indexed to SOFR at December 31, 2021.



Periodically, Bancorp enters into interest rate swap transactions with borrowers
who desire to hedge exposure to rising interest rates, while at the same time
entering into an offsetting interest rate swap, with substantially matching
terms, with another approved independent counterparty. These are undesignated
derivative instruments and are recognized on the balance sheet at fair value,
with changes in fair value recorded in other non-interest income as interest
rates fluctuate. Because of matching terms of offsetting contracts, in addition
to collateral provisions which mitigate the impact of non-performance risk,
changes in fair value subsequent to initial recognition have a minimal effect on
earnings, and are therefore not included in the simulation analysis results
above. For additional information see the Footnote titled "Assets and
Liabilities Measured and Reported at Fair Value."



In addition, Bancorp periodically uses derivative financial instruments as part
of its interest rate risk management, including interest rate swaps. These
interest rate swaps are designated as cash flow hedges as described in the
Footnote titled "Derivative Financial Instruments." For these derivatives, the
effective portion of gains or losses is reported as a component of OCI, and is
subsequently reclassified into earnings as an adjustment to interest expense in
periods in which the hedged forecasted transaction affects earnings. As of
December 31, 2021, Bancorp had no outstanding interest rate swaps designated as
cash flow hedges.



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Provision for Credit Losses



Provision for credit losses for the years ended December 31, 2021 and 2020
represents the amount of expense that, based on Management's judgment, is
required to maintain the ACL on loans at an appropriate level under the CECL
model. Years prior to 2020 were historically calculated under the incurred loss
model. The determination of the amount of the ACL on loans is complex and
involves a high degree of judgment and subjectivity. See the footnote titled
"Summary of Significant Accounting Policies" for detailed discussion regarding
Bancorp's ACL on loans methodology by loan portfolio segment.



An analysis of the changes in the ACL on loans, including provision, and
selected ratios follow:




Years ended December 31, (dollars in
thousands)                                      2021             2020             2019

Beginning balance                           $     51,920     $     26,791     $     25,534
KB acquisition - PCD loans (goodwill
adjustment)                                        6,757                -                -
CECL - cumulative adjustment                           -            9,856                -
Adjusted beginning balance                        58,677           36,647           25,534

Provision for credit losses on loans              (6,000 )         16,918   

1,000

Provision for credit losses on loans - KB
acquisition                                        7,397                -                -
Total provision for credit losses on
loans                                              1,397           16,918            1,000

Total charge-offs                                 (7,681 )         (2,101 )           (684 )
Total recoveries                                   1,505              456              941
Net loan (charge-offs) recoveries                 (6,176 )         (1,645 )            257
Ending balance                              $     53,898     $     51,920     $     26,791
Average total loans                         $  3,951,257     $  3,304,909     $  2,702,626
Provision for credit losses on loans to
average loans                                       0.04 %           0.51 %           0.04 %
Net loan (charge-offs) recoveries to
average loans                                      -0.16 %          -0.05 %           0.01 %
ACL on loans to total loans                         1.29 %           1.47 %           0.94 %
ACL on loans to total loans (excluding
PPP) (1)                                            1.34 %           1.74 %              -
ACL on loans to average loans                       1.36 %           1.57 %           0.99 %



(1) See the section titled “Non-GAAP Financial Measures” for reconcilement of
non-GAAP to GAAP measures.




Discussion of 2021 vs 2020:



The ACL on loans totaled $54 million as of December 31, 2021 compared to $52
million at December 31, 2020, representing an ACL to total loans ratio of 1.29%
and 1.47% for those periods, respectively. The ACL to total loans (excluding PPP
loans) was 1.34% at December 31, 2021 compared to 1.74% at December 31, 2020,
the decrease stemming from loan growth that was offset by forgiveness activity
within the PPP portfolio and a lower ACL. Based on the 100% SBA guarantee of the
PPP loan portfolio, which totaled $141 million (net of unamortized deferred
fees) at December 31, 2021 and $550 million at December 31, 2020, Bancorp did
not record a general reserve for potential losses for these loans within the
ACL. See the section titled "Non-GAAP Financial Measures" for reconcilement of
non-GAAP to GAAP measures.



Upon adoption of ASC 326 effective January 1, 2020, Bancorp recorded an increase
of $8.2 million to the ACL on loans and a corresponding decrease to retained
earnings, net of the DTA impact. In addition, non-accretable yield marks of $1.6
million related to formerly classified PCI loans were reclassed between the
amortized cost basis of loans and corresponding ACL on loans, which were
subsequently charged-off in the third quarter of 2020 with no resulting impact
to provision expense. The adjustment upon adoption of ASC 326 raised the
beginning balance of the ACL on loans to $37 million on January 1, 2020.
Additionally, with the adoption of CECL, provision expense may be more volatile
due to changes in the CECL model assumptions of credit quality, macroeconomic
factors and conditions, and loan composition.



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Due to continued improvement in the unemployment forecast, updates to Bancorp's
CECL modeling and strong historic credit metrics, a net benefit (excluding
acquisition-related activity) of $6.0 million was recorded for the year ended
December 31, 2021. Offsetting this benefit was credit loss expense on loans
associated with the non-PCD loan portfolio added as a result of the KB
acquisition, which was recorded during the second quarter of 2021 and totaled
$7.4 million.



In total, provision for credit losses on loans decreased $15.5 million for the
year ended December 31, 2021 compared to the same period of 2020. The
significantly higher expense recorded for the year ended December 31, 2020 was
the result of adopting of CECL effective January 1, 2020 and the subsequent
pandemic-related developments experienced shortly thereafter, particularly
elevated unemployment forecasts.



In addition to the non-PCD provision activity previously discussed for the year
ended December 31, 2021, the ACL on loans was also increased $6.8 million as a
result of the PCD loan portfolio added through the KB acquisition during the
second quarter, with the corresponding offset recorded to goodwill. Partially
offsetting this increase was net charge off activity of $6.2 million for the
year ended December 31, 2021, respectively, serving to reduce the ACL on loans.
Net charge off activity for 2021 was driven by the charge off of two CRE
relationships totaling $4.4 million. These charged off amounts were fully
reserved and had no income statement impact for the year ended December 31,
2021. In addition, there was a $555,000 recovery of a note that was fully
charged off in 2020.



While separate from the ACL on loans and recorded in other liabilities on the
consolidated balance sheets, the ACL for off balance sheet credit exposures also
experienced a decrease between December 31, 2020 and December 31, 2021. A net
benefit of $2.2 million was recorded for the year ended December 31, 2021, as
nearly all applicable loan segments experienced declines in their reserve loss
percentages consistent with generally improving model factors and improvement in
line of credit utilization, most notably within the C&I portfolio. In addition,
the ACL for off balance sheet credit exposures was increased $250,000 as a
result of available credit added through the KB acquisition during the second
quarter, with the corresponding offset recorded to goodwill. The ACL for off
balance sheet credit exposures stood at $3.5 million as of December 31, 2021
compared to $5.4 million as of December 31, 2020.



Bancorp's loan portfolio is diversified with no significant concentrations of
credit. Geographically, most loans are extended to borrowers in Louisville,
central, eastern and northern Kentucky, as well as the Indianapolis, Indiana and
Cincinnati, Ohio metropolitan markets. The adequacy of the allowance is
monitored on an ongoing basis and it is the opinion of management that the
balance of the allowance at December 31, 2021 is adequate to absorb probable
losses inherent in the loan portfolio as of the financial statement date.



Discussion of 2020 vs 2019:



Upon adoption of ASC 326 effective January 1, 2020, Bancorp recorded an increase
of $8.2 million to the ACL on loans and a corresponding decrease to retained
earnings, net of the DTA impact. In addition, non-accretable yield marks of $1.6
million related to formerly classified PCI loans were reclassed between the
amortized cost basis of loans and corresponding ACL. The adjustment upon
adoption of ASC 326 increased the ACL on loans balance to $37 million effective
of January 1, 2020.



The ACL on loans totaled $52 million at December 31, 2020 compared to $27
million at December 31, 2019, representing an ACL to total loans ratio of 1.47%
and 0.94% for those periods, respectively. The ACL to total loans (excluding PPP
loans) was 1.74% at December 31, 2020. Based on the 100% SBA guarantee of the
PPP loan portfolio, which totaled $550 million (net of unamortized deferred
fees) at December 31, 2020, Bancorp did not record a general reserve for
potential losses for this portfolio. See the section titled "Non-GAAP Financial
Measures" for reconcilement of non-GAAP to GAAP measures.



Despite overall strong credit metrics, Bancorp recorded provision for credit
losses $16.9 million for the year ended December 31, 2020, as compared with $1.0
million for the same period of 2019, the latter of which was determined under
the incurred loan loss model. Credit loss provisioning for 2020 was
significantly impacted by the economic crisis due to the pandemic, its
corresponding impact on unemployment forecast adjustments within the CECL model,
loan growth, specific reserve additions and qualitative factor adjustments. The
forecasted change in the unemployment rate coupled with the qualitative factor
adjustments resulted in approximately $12.4 million of the total provision for
credit loss expense recorded for the year ended December 31, 2020. In addition,
Bancorp recorded $2.8 million in provision for credit losses in 2020 related to
net loan growth which was heavily concentrated in the fourth quarter. During the
second quarter of 2020, a large CRE relationship was placed on non-accrual
status and allocated a $2 million specific reserve within the ACL on loans. An
additional $1 million specific reserve was added to this relationship during the
fourth quarter.



During the third quarter of 2020, the Company recorded charge-offs totaling $1.6
million related to loans that were acquired in the prior year acquisition and
fully allocated for through purchase accounting adjustments at the time of
acquisition. While these are reflected as charge-offs, there was no impact to
the provision for credit losses, nor to the income statement, associated with
these loans and charge-off activity for the year ended December 31, 2020 was
otherwise minimal.



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Non-Interest Income



                                                                                    Variance
(dollars in thousands)                                                2021 / 2020              2020 / 2019

Years Ended December 31, 2021 2020 2019 $

       %            $           %

Wealth management and
trust services             $ 27,613     $ 23,406     $ 22,643     $  4,207          18 %   $    763           3 %

Deposit service charges 5,852 4,161 5,193 1,691

         41       (1,032 )       (20 )
Debit and credit card
income                       13,456        8,480        8,123        4,976          59          357           4

Treasury management fees 6,912 5,407 4,992 1,505

         28          415           8
Mortgage banking income       4,724        6,155        2,934       (1,431 )       (23 )      3,221         110
Net investment products
sales commissions and
fees                          2,553        1,775        1,498          778          44          277          18
Bank owned life
insurance                       914          693        1,031          221          32         (338 )       (33 )
Other                         3,826        1,822        3,014        2,004         110       (1,192 )       (40 )
Total non-interest
income                     $ 65,850     $ 51,899     $ 49,428     $ 13,951          27 %   $  2,471           5 %




Discussion of 2021 vs 2020:



Total non-interest income increased $14.0 million, or 27%, for the year ended
December 31, 2021 compared to the same period of 2020. Non-interest income
comprised 27.8% of total revenue, defined as net interest income and
non-interest income, for the year ended December 31, 2021 compared to 27.6% for
the same period of 2020, respectively. WM&T services comprised 41.9% of total
non-interest income for the year ended December 31, 2021 compared to 45.1% for
the same period of 2020, respectively. The KB acquisition accounted for a
meaningful increase in total non-interest income for the year ended December 31,
2021, concentrated most notably in deposit service charges, debit and credit
card income, and mortgage banking income.



WM&T Services:



The magnitude of WM&T revenue distinguishes Bancorp from other community banks
of similar asset size. WM&T revenue increased $4.2 million, or 18%, for the year
ended December 31, 2021 as compared with the same period of 2020. Stock market
appreciation, coupled with record net new business development and to a lesser
extent, the KB acquisition, drove the substantial revenue increase for 2021.



Recurring fees earned for managing accounts are based on a percentage of market
value of AUM and are typically assessed on a monthly basis. Recurring fees,
which generally comprise the vast majority of WM&T revenue, increased $4.4
million, or 20%, for the year ended December 31, 2021, as compared with the same
period of 2020, as a result of significant stock market appreciation experienced
in addition to both organic and acquisition-related growth in net new business.



A portion of WM&T revenue, most notably executor and certain employee benefit
plan-related fees, are non-recurring in nature and the timing of these revenues
typically correspond with the related administrative activities. For this
reason, such fees are subject to greater period over period fluctuation. Total
non-recurring fees decreased $211,000, or 26%, for the year ended December 31,
2021, as compared with the same period of 2020. The decrease from prior year was
driven mainly by a large estate fee recorded in the first quarter of 2020.



AUM, stated at market value, totaled $4.80 billion at December 31, 2021 compared
to $3.85 billion at December 31, 2020. The large increase in AUM is attributed
to significant stock market appreciation experienced in addition to record net
new business growth and AUM of approximately $250 million added through the KB
acquisition.



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Contracts between WM&T and their customers do not permit performance-based fees
and accordingly, none of the WM&T revenue is performance based. Management
believes the WM&T department will continue to factor significantly in Bancorp's
financial results and provide strategic diversity to revenue streams.



Detail of WM&T Service Income by Account Type:



(in thousands)
Years Ended December 31,             2021         2020         2019

Investment advisory                $ 12,003     $  9,747     $  9,072
Personal trust                        7,569        7,027        7,164

Personal investment retirement 5,168 4,319 3,821
Company retirement

                    1,798        1,457        1,503
Foundation and endowment                797          589          559
Custody and safekeeping                 146          129          130
Brokerage and insurance services         78           45           52
Other                                    54           93          342

Total WM&T services income         $ 27,613     $ 23,406     $ 22,643




The preceding table demonstrates that WM&T fee revenue is concentrated within
investment advisory and personal trust accounts. WM&T fees are predominantly
based on AUM and tailored for individual/company accounts and/or relationships
with fee structures customized based on account type and other factors with
larger relationships paying a lower percentage of AUM in fees. For example,
recurring AUM fee structures are in place for investment management, irrevocable
and revocable trusts, revocable trusts, personal investment retirement accounts
and accounts holding only fixed income securities. Company retirement plan
services can consist of a one-time conversion fee with recurring AUM fees to
follow. While there are also fee structures for estate settlements, income
received is often non-recurring in nature. Fee structures are agreed upon at the
time of account opening and any subsequent revisions are communicated in writing
to the customer. WM&T fees earned are not performance-based nor are they based
on investment strategy or transactions.



Assets Under Management by Account Type:

Total AUM (not included on balance sheet) increased from $3.85 billion at
December 31, 2020 to $4.80 billion at December 31, 2021 as follows:



                                           December 31, 2021                                     December 31, 2020
(in thousands)               Managed        Non-managed (1)         Total          Managed        Non-managed (1)         Total
Investment advisory        $ 1,919,593     $          34,879     $ 1,954,472     $ 1,547,742     $          72,696     $ 1,620,438
Personal trust                 939,703               150,221       1,089,924         721,150               112,053         833,203
Personal investment
retirement                     620,312                 3,478         623,790         506,005                 3,241         509,246
Company retirement              35,234               599,129         634,363          40,006               481,222         521,228
Foundation and endowment       368,572                 1,532         370,104         281,986                 2,532         284,518

Subtotal                   $ 3,883,414     $         789,239     $ 4,672,653     $ 3,096,889     $         671,744     $ 3,768,633
Custody and safekeeping              -               128,178         128,178               -                83,004          83,004

Total                      $ 3,883,414     $         917,417     $ 4,800,831     $ 3,096,889     $         754,748     $ 3,851,637



(1) Non-managed assets represent those for which the WM&T department does not
hold investment discretion.




As of December 31, 2021 and 2020, approximately 81% and 80%, respectively, of
total AUM were actively managed. Company retirement plan accounts primarily
consist of participant-directed assets. The amount of custody and safekeeping
accounts are insignificant.



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Managed Trust AUM by Class of Investment:



                                                         December 31,      December 31,
(in thousands)                                               2021              2020

Interest bearing deposits                                $     173,603     $     168,344
Treasury and government agency obligations                      39,736      

31,719

State, county and municipal obligations                        110,795           119,344
Money market mutual funds                                        7,299            58,493
Equity mutual funds                                            944,500           752,476
Other mutual funds - fixed, balanced and municipal             612,913           441,275
Other notes and bonds                                          171,087           165,828
Common and preferred stocks                                  1,681,006         1,238,973
Real estate mortgages                                                -               190
Real estate                                                     58,344            51,682
Other miscellaneous assets (1)                                  84,131            68,565

Total managed assets                                     $   3,883,414     $   3,096,889



(1) Includes client directed instruments including rights, warrants, annuities,
insurance policies, unit investment trusts, and oil and gas rights.




Managed assets are invested in instruments for which market values can be
readily determined, the majority of which are sensitive to market fluctuations
and consist of approximately 68% in equities and 32% in fixed income securities
as of December 31, 2021 compared to 64% and 36% as of December 31, 2020. This
composition has been relatively consistent from period to period and the WM&T
Department holds no proprietary mutual funds.



Additional Sources of Non-interest income:




Deposit service charges, which consist of non-sufficient funds charges and to a
lesser extent, other activity based charges, increased $1.7 million, or 41%, for
the year ended December 31, 2021, as compared with the prior year, as a result
of a meaningful contribution from the KB acquisition and a recovery from the
subdued pandemic-induced activity experienced in the prior year. Consistent with
the industry, customer behavior and transaction volume in 2020 was significantly
impacted by the pandemic and continued government efforts to minimize its impact
on the economy, such as stimulus payments, PPP funding and more lucrative
unemployment compensation, which led to greatly reduced overdraft activity.
Bancorp anticipates that future growth of this revenue stream will be
significantly impacted by changing industry practices, as many larger financial
institutions have opted to greatly reduce, or completely eliminate, certain
deposit service charges, particularly overdraft-related fees. Bancorp will be
faced with strategic decisions surrounding deposit-related charges in the
future, which may negatively impact the contributions made by this revenue
stream to total non-interest income.



Debit and credit card income consists of interchange revenue, ancillary fees and
incentives received from card processors. Debit and credit card revenue
increased $5.0 million, or 59%, for the year ended December 31, 2021, as
compared with the same period of 2020, as a result of increased transaction
volume and continued expansion of the customer bases, both organically and
through acquisition-related activity. Total debit card income increased $3.6
million, or 61%, and total credit card income increased $1.4 million, or 54%,
for the year ended December 31, 2021 compared the year ended December 31, 2020.
Bancorp expects this revenue stream will continue to increase with expansion of
the customer base and further development of the debit and credit card
businesses.



Treasury management fees primarily consist of fees earned for cash management
services provided to commercial customers. This category continues to stand out
as a consistent, growing source of revenue for Bancorp and increased $1.5
million, or 28%, for the year ended December 31, 2021 compared to the prior
year, complemented by strong new product sales and customer base expansion.
Demand for Bancorp's treasury products increased throughout the pandemic, as
these products allow customers to operate more efficiently in a decentralized
environment. In addition, sales efforts involving existing customers has led to
increases in online services, reporting, ACH origination, remote deposit and
fraud mitigation services during 2021. Bancorp anticipates this income category
will continue to increase based on continued customer base growth and the
expanding suite of services offered within Bancorp's treasury management
platform.



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Mortgage banking income primarily includes gains on sales of mortgage loans and
loan servicing income offset by MSR amortization. Bancorp's mortgage banking
department predominantly originates residential mortgage loans to be sold in the
secondary market, primarily to FNMA and FHLMC. Interest rates on the mortgage
loans sold are locked with the borrower and investor prior to loan closing, thus
Bancorp bears no interest rate risk related to loans held for sale. Bancorp
offers conventional, VA and FHA financing for purchases and refinances, as well
as programs for first-time homebuyers. Interest rates on mortgage loans directly
influence the volume of business transacted by the mortgage-banking department.
Mortgage banking revenue decreased $1.4 million, or 23%, for the year ended
December 31, 2021, as compared with the prior year.



The sustained low long-term rate environment that began in 2020 incentivized
refinancing and purchasing activity, which resulted in elevated mortgage banking
income over the course of 2020 and the first part of 2021. However, as expected,
volume started normalizing during 2021 as the pool of potential customers who
have yet to refinance shrank, general housing inventory remained limited and
interest rates began to rise above the absolute low levels experienced during
2020. Mortgage rates are generally correlated with the 10 year treasury rate,
which has fluctuated widely in recent years, averaging 2.14% in 2019, plummeting
to 0.89% in 2020 and sparking the increase in activity described above and
subsequently rising to an average of 1.45% during 2021.



Beginning in the fourth quarter of 2020, the Bank elected to retain a select
portion of qualified secondary market single family residential real estate loan
production from the mortgage banking department on balance sheet in an effort to
deploy a portion of excess liquidity in lieu of buying mortgage-backed
securities within the AFS debt securities portfolio. Approximately $72 million
and $31 million in 15/30 year fixed rate loans were retained for the years ended
December 31, 2021 and 2020, respectively, as part of this strategy, forgoing
gain on sale that would typically have been recognized in mortgage banking
income for those years.



Net investment product sales commissions and fees are generated primarily on
stock, bond and mutual fund sales, as well as wrap fees on brokerage accounts.
Wrap fees represent charges for investment programs that bundle together a suite
of services, such as brokerage, advisory, research and management and are based
on a percentage of assets. Bancorp deploys its financial advisors primarily
through its branch network via an arrangement with a third party broker-dealer,
while larger managed accounts are serviced by Bancorp's WM&T Department. Net
investment product sales commissions and fees increased $778,000, or 44%, for
the year ended December 31, 2021, as compared with the prior year due to the KB
acquisition and increased trading activity.



BOLI assets represent the cash surrender value of life insurance policies on
certain active and non-active employees who have provided consent for Bancorp to
be the beneficiary for a portion of such policies. The related change in cash
surrender value of policies and any death benefits received under the policies
are recorded as non-interest income. This income serves to offset the cost of
various employee benefits. BOLI income increased $221,000, or 32%, for the year
ended December 31, 2021 compared to the prior year attributed almost entirely to
the contribution of the KB acquisition.



Other non-interest income increased $2.0 million for the year ended December 31,
2021 as compared with the prior year. The increase was driven by a plethora of
activity, most notably a death benefit of $523,000 on an insurance policy
outside of traditional BOLI, stronger market returns on such insurance policies,
the addition of the Captive and gains on OREO sold.



Discussion of 2020 vs 2019:



Total non-interest income increased $2.5 million, or 5%, for the year ended
December 31, 2020 compared to the same period in 2019. Non-interest income
comprised 28% of total revenue for both the year ended December 31, 2020 and
2019. WM&T services comprised 45% of Bancorp's total non-interest income for the
year ended December 31, 2020 compared to 46% for the same period in 2019.



WM&T revenue increased $763,000, or 3%, to $23.4 million for the year ended
December 31, 2020, as compared with the same period of 2019. While stock market
volatility associated with the COVID-19 pandemic had a significant impact on the
WM&T department, particularly in the second quarter of 2020, strong market
performance in the latter half of the year, record new business growth and a
large non-recurring estate fee from the first quarter of 2020 led to WM&T income
of $23.4 million.



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Deposit service charges decreased $1.0 million, or 20%, for the year ended
December 31, 2020, as compared with the same period in 2019. The steady decline
in the volume of fees earned on overdrawn checking accounts experienced over the
years prior to 2019 was significantly exacerbated by the pandemic with declines
in transaction volume and paper check presentments beginning in April 2020.
Stimulus checks, extensions of tax payment due dates, more lucrative
unemployment compensation, diminished pandemic spend and PPP funding all
impacted consumer behavior in 2020.



Debit and credit card revenue increased $357,000 or 4%, for the year ended
December 31, 2020, as compared with the same period in 2019 despite
pandemic-related hurdles, as a result of growth in the customer bases. Total
debit card income increased $85,000, or 1%, while total credit card income
increased $272,000, or 11%. Similar to deposit service charges above, Bancorp
saw significant improvement in transaction volume in the latter of half of 2020
as statewide activity restrictions due to the pandemic in Bancorp's markets
implemented earlier in year were eased and/or lifted.



Treasury management fees increased $415,000, or 8%, for the year ended December
31, 2020 compared to 2019, as Bancorp's was able to overcome the significant
decline in pandemic related transaction volume with new product sales and
expansion of its customer base (partially attributable to the PPP). The demand
for Bancorp's treasury products increased during the pandemic, as these products
allowed customers to operate more efficiently in a decentralized environment.



Mortgage banking revenue increased $3.2 million, or 110%, for the year ended
December 31, 2020 as compared with the same period of 2019, as sustained low
long-term rates incentivized refinancing activity and resulted in record
mortgage banking income. In September 2020, the Bank elected to start retaining
a portion of qualified secondary market single family residential real estate
loan production from the mortgage banking department on balance sheet in an
effort to deploy excess liquidity. Approximately $31 million in 15/30 year fixed
rate loans were retained through December 31, 2020, forgoing approximately
$845,000 in gain on sales of loans that would typically have been recognized in
mortgage banking income.



Net investment product sales commissions and fees increased $277,000, or 18%,
for the year December 31, 2020, as compared with the same period of 2019, as
market volatility during 2020 led to increased customer trading activity.



Primarily as a result of a $296,000 death benefit received in the third quarter
of 2019, BOLI income decreased $338,000, for the year ended December 31, 2020
compared to the prior year.



Other non-interest income decreased $1.2 million, or 40%, for the year ended
December 31, 2020 as compared with the same period of 2019. This decrease was
driven by a plethora of non-recurring activity that occurred in 2019 including
swap fee income of $374,000, a $212,000 gain on the sale of VISA Class B stock
originally acquired in a 2013 acquisition, proceeds of $142,000 associated with
life insurance policies outside of the traditional BOLI program and a $126,000
banking center relocation incentive.



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Non-interest expenses



                                                                                      Variance
                                                                        2021 / 2020              2020 / 2019
Years Ended December 31,
(dollars in thousands)       2021          2020          2019          $            %           $            %

Compensation               $  63,034     $  51,368     $ 49,882     $ 11,666          23 %   $  1,486           3 %
Employee benefits             13,479        11,064       10,691        2,415          22          373           3
Net occupancy and
equipment                      9,688         8,182        8,159        1,506          18           23           -
Technology and
communication                 11,145         8,732        7,318        2,413          28        1,414          19
Debit and credit card
processing                     4,494         2,606        2,493        1,888          72          113           5
Marketing and business
development                    4,150         2,383        3,627        1,767          74       (1,244 )       (34 )
Postage, printing and
supplies                       2,213         1,778        1,652          435          24          126           8
Legal and professional         2,583         2,392        2,138          191           8          254          12
FDIC insurance                 1,847         1,217          245          630          52          972         397
Amortization of
investments in tax
credit partnerships              367         3,096        1,078       (2,729 )       (88 )      2,018         187
Capital and deposit
based taxes                    2,090         4,386        3,870       (2,296 )       (52 )        516          13
Merger expenses               19,025             -        1,313       19,025         100       (1,313 )      (100 )
Federal Home Loan Bank
early termination
penalty                          474             -            -          474         100            -           -
Other                          7,691         4,455        5,650        3,236          73       (1,195 )       (21 )
Total non-interest
expenses                   $ 142,280     $ 101,659     $ 98,116     $ 40,621          40 %   $  3,543           4 %




Discussion of 2021 vs 2020:



Total non-interest expenses increased $40.6 million, or 40%, for the year ended
December 31, 2021 compared to the prior year. Compensation and employee benefits
comprised 54% of total non-interest expenses for the year ended December 31,
2021, compared to 61% for the year ended December 31, 2020. Excluding merger
expenses, compensation and employee benefits comprised 62% of total non-interest
expenses for the year ended December 31, 2021.



Compensation, which includes salaries, incentives, bonuses and stock based
compensation, increased $11.7 million, or 23%, for the year ended December 31,
2021 compared to the prior year. The increases were attributed to growth in full
time equivalent employees, annual merit-based salary increases and higher
incentive compensation expense. Net full time equivalent employees totaled 820
at December 31, 2021 compared to 641 at December 31, 2020. The large increase
compared to prior periods was attributed to the addition of 184 FTEs as a result
of expansion into the Central Kentucky market (through the acquisition of KB).



Employee benefits consists of all personnel-related expense not included in
compensation, with the most significant items being health insurance, payroll
taxes and employee retirement plan contributions. Employee benefits increased
$2.4 million, or 22%, for the year ended December 31, 2021 compared to the prior
year, consistent with the overall increase in full time equivalent employees
noted above.



Net occupancy and equipment expenses primarily include depreciation, rent,
property taxes, utilities and maintenance. Costs of capital asset additions flow
through the statement of income over the lives of the assets in the form of
depreciation expense. Net occupancy increased $1.5 million, or 18%, for the year
ended December 31, 2021 compared to the prior year. The KB acquisition resulted
in the addition of 19 locations and was the primary driver of the increase over
the prior year.



Technology and communication expenses include computer software amortization,
equipment depreciation and expenditures related to investments in technology
needed to maintain and improve the quality of customer delivery channels,
information security and internal resources. Technology expense increased $2.4
million, or 28%, for the year ended December 31, 2021 compared to the prior
year, attributed mainly to the acquisition, as the core system conversion did
not occur until late August.



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Bancorp outsources processing for debit and commercial credit card operations,
which generate significant revenue for the Company. These expenses fluctuate
consistent with transaction volumes. Debit and credit card processing expense
increased $1.9 million, or 72%, for the year ended December 31, 2021,
correlating in part with the increase in transaction volume and customer base
expansion resulting from both organic and acquisition-related growth that served
to increase debit and credit card non-interest income.



Marketing and business development expenses include all costs associated with
promoting Bancorp including community support, retaining customers and acquiring
new business. Marketing and business development expenses increased $1.8
million, or 74%, for the year ended December 31, 2021 compared to the prior
year. Consistent with the Company's strategic plan, a significant investment was
made to advertise and promote the Bank in the Central Kentucky market
post-acquisition close. The Company also increased its contribution to the
Bank's foundation established to support various community initiatives, due to
strong 2021 operational results. Further, pandemic-related restrictions during
2020 significantly muted travel and entertainment spending, resulting in lower
expense last year.


Postage, printing and supplies expense increased $435,000, or 24%, for the year
ended December 31, 2021 compared to the prior year, the increase being
attributed almost entirely to the KB acquisition and increased customer
communication.

Legal and professional fees increased $191,000, or 8%, for the year ended
December 31, 2021 compared to the prior year. The increase over prior year was
driven largely by increased collection activity in 2021.




FDIC insurance increased $630,000, or 52%, for the year ended December 31, 2021
compared to the prior year. The increase was related to the acquisition and
PPP-driven larger balance sheet in addition to the first quarter of 2020
benefitting from the last portion of small institution credits first issued by
the FDIC in 2019.



Tax credit partnerships generate federal income tax credits, and for each of
Bancorp's investments in tax credit partnerships, the tax benefit, net of
related expenses, results in a positive effect upon net income. Amounts of
credits and corresponding expenses can vary widely depending upon the timing and
magnitude of the underlying investments. Amortization expense associated with
these investments decreased $2.7 million for the year ended December 31, 2021
compared to the prior year due to a large tax credit deal completed in the
fourth quarter of 2020.



Capital and deposit based taxes decreased $2.3 million, or 52%, for the year
ended December 31, 2021, consistent with the state of Kentucky transitioning
financial institutions from a capital-based franchise tax to the Kentucky
corporate income tax effective January 1, 2021.



Merger expenses represent non-recurring expenses associated with completion of
the KB acquisition and consist primarily of investment banker fees, legal fees,
various compensation-related expenses, early termination fees relating to
various contracts and system conversion expenses. Merger expenses totaling
$525,000 were recorded for the year ended December 31, 2021 related to the
pending Commonwealth acquisition.



An early termination fee of $474,000 was incurred during the second quarter of
2021 in relation to the pre-payment of FHLB advances totaling $14 million prior
to their respective contractual maturities. Bancorp chose to payoff these term
advances, with a weighted average cost of 2.03%, due to its excess liquidity
driven by the substantial deposit growth it achieved over the past year,
combined with the near-term outlook for low interest rates at the time of pay
off. Bancorp had no FHLB advances outstanding as of December 31, 2021.



Other non-interest expenses increased $3.2 million, or 73%, for the year ended
December 31, 2021. These increases were driven by a number of factors, including
$1.1 million of expense attributed to the KB acquisition, including amortization
of the CDI related to KB's deposit portfolio, expenses associated with the
addition of the Captive and other miscellaneous expenses, such as debit and
credit card rewards and card losses. Further, large credits to expense were
recorded in the prior year associated with a gain on a bank-owned property sold
and the reversal of an accrual related to a potential IRS penalty that was
dismissed.



Bancorp's efficiency ratio (FTE) for 2021 of 59.94% increased from 54.06% in
2020 due to the one-time merger-related expenses. Excluding these non-recurring
expenses and amortization of investments in tax credit partnerships, the
adjusted efficiency ratio, a non-GAAP measure, would have been 51.77% and 52.42%
for 2021 and 2020. See the section titled "Non-GAAP Financial Measures" for
reconcilement of non-GAAP to GAAP measures.



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Discussion of 2020 vs 2019:


Total non-interest expenses increased $3.5 million, or 4%, in 2020 compared to
2019. Compensation and employee benefits comprised 61% and 62% of Bancorp’s
total non-interest expenses for 2020 and 2019, respectively.

Compensation increased $1.5 million, or 3%, for 2020 compared to 2019. The
increase was attributed to annual merit-based salary increases, higher
incentive-related compensation and an increase in full time equivalent
employees, which grew from 591 at the beginning of 2019 to 641 at December 31,
2020
boosted by the 2019 KSB acquisition and the addition of sales
professionals.

Employee benefits increased $373,000, or 3%, in 2020 compared with 2019
attributed to growth in FTEs.




Net occupancy increased $23,000 for 2020 compared with 2019. Three new locations
were added in the second quarter of 2019 as part of the KSB acquisition and an
additional branch location was added in the Louisville market during the third
quarter of 2019. In 2020, Bancorp opened an additional branch in the Cincinnati
MSA, as well as another location in Louisville. As of December 31, 2020, Bancorp
had 44 full service banking center locations.



Technology expense increased $1.4 million, or 19%, in 2020 compared to 2019
consistent with expanding customer-facing software and system functionality, as
well as increased licensing/maintenance expense, higher mortgage loan processing
expenses, treasury management customer expansion and the migration to a hosted
core environment during the third quarter of 2020.



Debit and credit card processing expense increased $113,000, or 5%, for 2020 as
compared with 2019, consistent with the correlated increase experienced for
debit and credit card income.




Marketing and business development expenses decreased $1.2 million, or 34%, for
the year ended December 31, 2020, as compared to the same period of 2019. The
onset of the pandemic resulted in less physical customer interaction in addition
to lower advertising expense. Bancorp committed to pay $116,000 to the Bank's
foundation, established to support various community initiatives, as of December
31, 2020 compared to $600,000 as of December 31, 2019.



Postage, printing and supply expenses increased $126,000, or 8%, in 2020
compared to 2019, as a result of banking center/customer expansion coupled with
replacing transaction-based forms throughout the Bank in relation to the
migration to a hosted core environment, which occurred in the third quarter of
2020.



Legal and professional fees increased $254,000, or 12%, for 2020 compared to
2019, as a result of various consulting engagements and litigation costs arising
through the normal course of business.



FDIC insurance increased $972,000 for the year ended December 31, 2020, as
compared to the same period of 2019. As a result of the national FDIC Reserve
Ratio reaching 1.38% in 2019, the FDIC released credits to small institutions in
the prior year. For this reason, Bancorp recorded no FDIC insurance expense for
the third and fourth quarters of 2019, and incurred only a portion of the
assessed expense in the first quarter of 2020, as these credits were depleted.
FDIC insurance expense normalized in the second quarter of 2020 and ultimately
increased in the third and fourth quarters as a result of a higher leverage
ratio attributed to a PPP-driven larger balance sheet.



Amortization of investments in tax credit partnership increased $2.0 million
from 2020 to 2019 as a result of a large tax credit deal completed in the fourth
quarter of 2020.


Capital and deposit based taxes increased $516,000, or 13%, in 2020 compared to
2019 consistent with overall balance sheet growth.




Merger expenses recorded for the year ended December 31, 2019 represent
non-recurring expenses associated with completion of the KSB acquisition and
consisted primarily of consulting fees, legal fees, various compensation-related
expenses and system conversion expenses. No such expense was recorded for the
year ended December 31, 2020.



Other non-interest expenses decreased $1.2 million, or 21%, for 2020 compared to
2019 driven by the sale of a bank-owned property recorded as an off-set to
non-interest expense in the second quarter of 2020 along with elevated 2019
expense that included the write off of assets totaling $347,000 in connection
with signing the contract to migrate to the hosted core processing solution and
elevated fraud and robbery-related losses.



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Bancorp's efficiency ratio (FTE) of 54.06% for 2020 improved from 56.07% in
2019. Excluding amortization of investments in tax credit partnerships and
non-recurring merger related expenses, the adjusted efficiency ratio, a non-GAAP
measure, would have been 52.42% and 54.70% for 2020 and 2019. See the section
titled "Non-GAAP Financial Measures" for reconcilement of non-GAAP to GAAP
measures.



Income Taxes


A comparison of income tax expense and ETR follows:

Years Ended December 31, (dollars in thousands) 2021 2020

2019


Income before income tax expense                  $ 95,397     $ 67,743     $ 75,660
Income tax expense                                  20,752        8,874        9,593
Effective tax rate                                   21.75 %      13.10 %      12.68 %




Discussion of 2021 vs 2020:


Fluctuations in the ETR are primarily attributed to the following:

? Bancorp invests in certain partnerships that yield federal income tax credits.

Taken as a whole, the tax benefit of these investments exceeds amortization

expense, resulting in a positive impact on net income. The timing and

magnitude of these transactions may vary widely from period to period. The ETR

for 2020 included the full year benefit of a large historic tax credit project

that was completed in the fourth quarter of last year, serving to reduce the

    ETR by 5.5% for the year.



? The state of Kentucky passed legislation in 2019 that required financial

institutions to transition from a capital based franchise tax to the Kentucky

corporate income tax effective January 1, 2021 and allows entities filing a

combined Kentucky income tax return to share certain tax attributes, including

net operating loss carryforwards. These changes served to increase the ETR

    3.5% for the year ended December 31, 2021.



? An insurance captive was acquired as a result of the KB acquisition. The

Captive provides insurance against certain risks for which insurance may not

currently be available or economically feasible to Bancorp and SYB, as well as

a group of third-party insurance captives. The tax advantages of the Captive,

including the tax-deductible nature of premiums paid to the Captive as well as

the tax-exemption for premiums received by the Captive, serve to reduce income

tax expense. For the year ended December 31, 2021, the addition of the Captive

    reduced the ETR 0.2%.



? The stock-based compensation component of the ETR fluctuates consistent with

the level of SAR exercise activity. The ETR was reduced by 1.1% and 0.7% for

    the years ended December 31, 2021 and 2020, respectively.




The CARES Act includes several significant provisions for corporations including
increasing the amount of deductible interest under section 163(j), allowing
companies to carryback certain net operating losses, and increasing the amount
of net operating loss that corporations can use to offset income. These changes
did not have a significant impact on Bancorp's income taxes for the years ended
December 31, 2021 and 2020.



Discussion of 2020 vs 2019:


Fluctuations in the ETR are primarily attributed to the following:

? The ETR for 2020 benefitted from the impact of a large historic tax credit

    project that was completed during the fourth quarter of 2020.



? In March 2019, the Kentucky Legislature passed HB354 requiring financial

institutions to transition from a capital based franchise tax to the Kentucky

corporate income tax beginning in 2021. Historically, the franchise tax, a

component of non-interest expenses, was assessed at 1.1% of net capital and

has averaged $2.5 million annually over the prior two year-end periods. The

Kentucky corporate income tax will be assessed at 5% of Kentucky taxable

income and will be included as a component of current and deferred state

income tax expense. Associated with this change, predominantly during the

first quarter of 2019, Bancorp established a Kentucky state DTA related to

existing temporary differences estimated to reverse after the effective date

of the law change. Bancorp recorded a corresponding state tax benefit, net of

federal tax impact of $1.2 million, or approximately $0.06 per diluted share

    for 2019.



? In April 2019, the Kentucky Legislature passed HB458 allowing entities filing

a combined Kentucky income return to share certain tax attributed, including

net operating loss carryforwards. The combined filing, beginning in 2021, will

allow Bancorp’s Holding Company net operating loss carryforwards to offset

against net revenue generated by the Bank up to 50% of the Bank’s Kentucky

taxable income and reduce Bancorp’s tax liability. Bancorp recorded a state

tax benefit, net of federal tax impact of $2.7 million, predominantly in the

second quarter of 2019, or approximately $0.12 per diluted share for 2019.





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Financial Condition – December 31, 2021 Compared to December 31, 2020




Overview



Total assets increased $2.04 billion, or 44%, to $6.65 billion at December 31,
2021 from $4.61 billion at December 31, 2020. Total assets of $1.27 billion were
added on May 31, 2021 as a result of the KB acquisition, including loans of $755
million (including PPP) and total AFS debt securities of $396 million. In
addition, goodwill of $123 million was recorded in relation to the transaction.
Total loans (excluding loans added through the acquisition and the PPP
portfolio) grew $291 million, or 10%, between December 31, 2020 and December 31,
2021.



Total liabilities increased $1.80 billion, or 43%, to $5.97 billion at December
31, 2021 from $4.17 billion at December 31, 2020. Total liabilities of $1.16
billion were assumed on May 31, 2021 as a result of the KB acquisition,
including total deposits of $1.04 billion. Excluding deposits assumed through
the acquisition, deposit balances ended at record levels as of December 31,
2021, growing $760 million, or 19%, since December 31, 2020, as federal stimulus
efforts have bolstered deposits and uncertainty surrounding the pandemic has
resulted in Bancorp's customer base maintaining higher balances in general over
the past year.



Cash and Cash Equivalents



Cash and cash equivalents increased $643 million to $961 million as of December
31, 2021. Bancorp maintained higher levels of liquidity in 2021 attributable to
the PPP, record levels of deposits and acquisition-related growth.



AFS Debt Securities



AFS debt securities include securities that may be sold in response to changes
in interest rates, resultant prepayment risk and other factors related to
interest rate and prepayment risk changes and are carried at fair value with
unrealized gains or losses, net of tax effect, included in stockholders' equity.



The primary purpose of the AFS debt securities portfolio is to provide another
source of interest income, as well as a tool for liquidity management. In
managing the composition of the balance sheet, Bancorp seeks a balance between
earnings sources and credit and liquidity considerations.



All of Bancorp's debt securities are classified as AFS. Carrying value is
summarized as follows:



                                                                                 Variance
December 31, (in thousands)                   2021           2020        $ Change       % Change
U.S. Treasury and other U.S. Government
obligations                                $   122,501     $       -     $ 122,501            100 %
Government sponsored enterprise
obligations                                    135,021       138,078        (3,057 )           -2 %
Mortgage-backed securities - government
agencies                                       846,624       437,585       409,039             93 %
Obligations of states and political
subdivisions                                    75,075        11,315        63,760            563 %
Other                                            1,077             -         1,077            100 %

Total available for sale debt securities $ 1,180,298 $ 586,978 $ 593,320

            101 %




AFS debt securities increased $593 million to $1.18 billion at December 31, 2021
compared to $587 million at December 31, 2020. AFS debt securities totaling $396
million were added as a result of the KB acquisition, approximately $91 million
of which were sold shortly after acquisition. In addition, Bancorp continued to
actively invest in the securities portfolio during 2021 in an effort to deploy a
portion of excess liquidity, a strategy enacted in the latter half of 2020, by
purchasing $505 million of AFS debt securities for the year ended December 31,
2021. Partially offsetting growth associated with purchasing activity was
scheduled amortization and elevated prepayment activity, largely within the MBS
portfolio, as well as market depreciation stemming from an upward move in the
interest rate environment experienced through most of 2021. As a result of the
activity above, average AFS debt securities grew $446 million, or 98%, over the
past twelve months.



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Maturity distribution and weighted average yields of the AFS debt securities
portfolio follows:



December 31,                                       Due after one but           Due after five but
2021                 Due within one year           within five years            within ten years            Due after ten years
(dollars in
thousands)           Amount          Yield        Amount         Yield        Amount          Yield         Amount          Yield

U.S. Treasury
and other U.S.
Government
obligations             4,011          0.06 %       118,490        0.50 %   $         -            - %   $          -            - %
Government
sponsored
enterprise
obligations               972          1.68          12,007        0.52          13,817         1.47          108,225         2.04
MBS - government
agencies                  916         -0.17          20,995        1.07          67,263         1.59          757,450         1.29
Obligations of
states and
political
subdivisions              415          3.88           9,044        1.38          13,866         1.46           51,750         1.80
Other                     120             -               -                         957         2.19                -

                   $    6,434          0.52 %   $   160,536        0.63 %   $    95,903         1.56 %   $    917,425         1.41 %



Actual maturities for mortgage-backed securities may differ from contractual
maturities due to prepayments on underlying collateral.



Loans


Composition of loans by primary loan portfolio class follows:

Variance

December 31, (dollars in thousands)      2021            2020          $ 

Change % Change


Commercial real estate - non-owner
occupied                              $ 1,128,244     $   833,470     $  294,774              35 %
Commercial real estate - owner
occupied                                  678,405         508,672        169,733              33 %
Total commercial real estate            1,806,649       1,342,142        464,507              35 %

Commercial and industrial – term 596,710 525,776 70,934

              13 %
Commercial and industrial - term -
PPP                                       140,734         550,186       (409,452 )           -74 %
Commercial and industrial - lines
of credit                                 370,312         249,378        120,934              48 %

Total commercial and industrial 1,107,756 1,325,340 (217,584 )

           -16 %

Residential real estate - owner
occupied                                  400,695         239,191        161,504              68 %
Residential real estate - non-owner
occupied                                  281,018         140,930        140,088              99 %
Total residential real estate             681,713         380,121        301,592              79 %

Construction and land development         299,206         291,764          7,442               3 %
Home equity lines of credit               138,976          95,366         43,610              46 %
Consumer                                  104,294          71,874         32,420              45 %
Leases                                     13,622          14,786         (1,164 )            -8 %
Credit cards                               17,087          10,203          6,884              67 %
Total Loans (1)                       $ 4,169,303     $ 3,531,596     $  637,707              18 %



(1) Total loans are presented inclusive of premiums, discounts and net loan
origination fees and costs.




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The composition of loans is presented below by primary loan portfolio class and
bifurcated between Bancorp’s legacy loan portfolio and the loan portfolio
attributed to the Central Kentucky market entered as a result of the KB
acquisition. This composition is presented to provide detail of the Central
Kentucky
market’s loan portfolio and its contribution to the total loan
composition of Bancorp at December 31, 2021.



                                                          As of December 31, 2021
(dollars in thousands)                           Legacy        Central Kentucky         Total

Commercial real estate – non-owner occupied $ 910,065 $ 218,179 $ 1,128,244
Commercial real estate – owner occupied

            579,599                98,806         678,405
Total commercial real estate                     1,489,664               

316,985 1,806,649


Commercial and industrial - term                   535,923                60,787         596,710
Commercial and industrial - term - PPP             135,004                 5,730         140,734
Commercial and industrial - lines of credit        327,269                43,043         370,312
Total commercial and industrial                    998,196               

109,560 1,107,756


Residential real estate - owner occupied           312,817                87,878         400,695
Residential real estate - non-owner occupied       120,981               160,037         281,018
Total residential real estate                      433,798               

247,915 681,713


Construction and land development                  281,054                18,152         299,206
Home equity lines of credit                         91,882                47,094         138,976
Consumer                                            89,352                14,942         104,294
Leases                                              13,622                     -          13,622
Credits cards                                       15,475                 1,612          17,087
Total loans (1)                                $ 3,413,043     $         756,260     $ 4,169,303



(1) Total loans are presented inclusive of premiums, discounts, and net loan
origination fees and costs.




Total loans increased $638 million, or 18%, from December 31, 2020 to December
31, 2021, driven by the addition of $756 million in loans associated with
expansion into the Central Kentucky market. While organic growth was
substantial, significant forgiveness-related contraction was experienced within
the PPP portfolio between December 31, 2020 and December 31, 2021.



Excluding the loan portfolio attributed to the Central Kentucky market, loan
contraction of $119 million, or 3%, was experienced between December 31, 2020
and December 31, 2021, as the aforementioned forgiveness activity resulted in
PPP portfolio balances declining $409 million during 2021. Partially offsetting
the large decline in PPP balances was organic growth of $291 million, or 10%,
nearly half of which, or $146 million, was attributed to strong loan production
within the CRE portfolio. Further, gradually improving line of credit
utilization and the strategic retention of a portion of qualified secondary
market single family residential real estate loan production from the mortgage
banking department helped drive growth of $78 million and $54 million in the C&I
line of credit and residential real estate portfolios, respectively.



After hitting a pandemic-era low at March 31, 2021, total line of credit
utilization improved in each subsequent quarter of 2021, led by C&I line
utilization improving to 31.8% at December 31, 2021 from 26.1% at December 31,
2020. However, line of credit usage remained well below pre-pandemic levels
throughout the year, as the availability of the more favorable PPP lending
facility generally disparaged utilization until the program expired on May 31,
2021.



Bancorp originated $637 million PPP loans ($657 million gross of unamortized
fees and costs) as part of round one of the program, which expired in August of
2020. As of December 31, 2021, 98% of the dollars originated in round one had
been forgiven. All but $52,000 of the $19.6 million in fee income received for
round one originations has been recognized life to date.



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Bancorp originated $250 million ($261 million gross of unamortized deferred fees
and costs) as part of round two of the PPP program, which expired May 31, 2021.
As of December 31, 2021, 49% of the dollars originated had been forgiven and 61%
of the fees received for the second round of the program had been recognized
life to date. As second round borrowers are not required to make payments for 16
months, it is probable that a significant portion of the borrowing base will
seek forgiveness in early to mid-2022 in connection with their tax return
preparation.



PPP loans of $141 million ($146 million gross of unamortized deferred fees and
costs) were outstanding at December 31, 2021, including $6 million outstanding
related to the KB acquisition, compared to $550 million at December 31, 2020.
Bancorp has $4.6 million in net unrecognized fees related to the PPP as of
December 31, 2021, which are recognized over the life of the respective loans
and accelerated when the loans are paid off or forgiven.



In accordance with Section 4013 of the CARES Act and in response to requests
from borrowers who experienced business interruptions related to the pandemic,
Bancorp extended payment deferrals for those affected borrowers. Depending on
the demonstrated need of the customer, Bancorp deferred either the full loan
payment or the principal-only portion of respective loan payments for 90 or 180
days for some borrowers directly impacted by the pandemic. As of December 31,
2021 outstanding full payment loan deferrals totaled just $169,000, down from
$37 million, or 1.24% of total loans (excluding PPP loans), at December 31,
2020.



Bancorp's credit exposure is diversified with secured and unsecured loans to
individuals and businesses. No specific industry concentration exceeds 10% of
loans outstanding. While Bancorp has a diversified loan portfolio, a customer's
ability to honor contracts is somewhat dependent upon the economic stability
and/or industry in which that customer does business. Loans outstanding and
related unfunded commitments are primarily concentrated within Bancorp's current
market areas, which encompass Louisville, Kentucky, central and eastern
Kentucky, Indianapolis, Indiana and Cincinnati, Ohio.



Bancorp occasionally enters into loan participation agreements with other banks
to diversify credit risk. For certain participation loans sold, Bancorp has
retained effective control of the loans, typically by restricting the
participating institutions from pledging or selling their ownership share of the
loan without permission from Bancorp. GAAP requires the participated portion of
these loans to be recorded as secured borrowings. These participated loans are
included in the C&I and CRE loan portfolio segments with a corresponding
liability recorded in other liabilities. At December 31, 2021 and December 31,
2020, the total participated portion of loans of this nature totaled $5 million
and $10 million, respectively.



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The following table presents the maturity distribution and rate sensitivity of
the loan portfolio at December 31, 2021:



                                           Maturity
December 31,                     After one        After five          Ater
2021 (in         Within one      but within       but within         fifteen
thousands)          year         five years      fifteen years        years           Total         % of Total

Commercial
real estate -
non-owner
occupied
Fixed rate       $   40,076     $    453,597     $     232,958     $   147,088     $   873,719               77 %
Variable rate        44,499          116,374            92,146           1,506         254,525               23 %
Total            $   84,575     $    569,971     $     325,104     $   148,594     $ 1,128,244              100 %
Commercial
real estate -
owner-occupied
Fixed rate       $   29,328     $    281,473     $     239,829     $    56,115     $   606,745               89 %
Variable rate        12,017           23,278            34,715           1,650          71,660               11 %
Total            $   41,345     $    304,751     $     274,544     $    57,765     $   678,405              100 %

Commercial and
industrial -
term
Fixed rate       $   11,414     $    247,254     $     133,499     $    16,356     $   408,523               68 %
Variable rate        31,081          120,111            36,995               -         188,187               32 %
Total            $   42,495     $    367,365     $     170,494     $    16,356     $   596,710              100 %
Commercial and
industrial -
term - PPP
Fixed rate       $    8,018     $    132,716     $           -     $         -     $   140,734              100 %
Variable rate             -                -                 -               -               -                0 %
Total            $    8,018     $    132,716     $           -     $         -     $   140,734              100 %
Commercial and
industrial -
lines of
credit
Fixed rate       $    6,514     $     16,262     $      25,377     $         -     $    48,153               13 %
Variable rate       242,891           76,931             2,337               -         322,159               87 %
Total            $  249,405     $     93,193     $      27,714     $         -     $   370,312              100 %

Residential
real estate -
owner occupied
Fixed rate       $    5,062     $     13,255     $      72,247     $   303,978     $   394,542               98 %
Variable rate         1,836            2,272             1,181             864           6,153                2 %
Total            $    6,898     $     15,527     $      73,428     $   304,842     $   400,695              100 %
Residential
real estate -
non-owner
occupied
Fixed rate       $    9,684     $     70,844     $      70,852     $   120,262     $   271,642               97 %
Variable rate         4,522            2,037             2,817               -           9,376                3 %
Total            $   14,206     $     72,881     $      73,669     $   120,262     $   281,018              100 %

Construction
and land
development
Fixed rate       $   20,107     $     31,636     $      54,827     $     9,392     $   115,962               39 %
Variable rate        65,523           76,028            40,890             803         183,244               61 %
Total            $   85,630     $    107,664     $      95,717     $    10,195     $   299,206              100 %

Home equity
lines of
credit
Fixed rate       $        -     $          -     $           -     $         -     $         -                0 %
Variable rate         6,276           33,645            69,939          29,116         138,976              100 %
Total            $    6,276     $     33,645     $      69,939     $    29,116     $   138,976              100 %




(continued)



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(continued)                                         Maturity
                                       After one but      After five but        Ater
December 31, 2021 (in   Within one      within five       within fifteen       fifteen
thousands)                 year            years              years             years           Total         % of Total
Consumer
Fixed rate              $    5,437     $       25,582     $        8,847     $       934     $    40,800               39 %
Variable rate               51,855             11,259                380               -          63,494               61 %
Total                   $   57,292     $       36,841     $        9,227     $       934     $   104,294              100 %

Leases
Fixed rate              $      605     $        9,701     $        3,316     $         -     $    13,622              100 %
Variable rate                    -                  -                  -               -               -                0 %
Total                   $      605     $        9,701     $        3,316     $         -     $    13,622              100 %

Credit Cards
Fixed rate              $        -     $            -     $            -     $         -     $         -                0 %
Variable rate               17,087                  -                  -               -          17,087              100 %
Total                   $   17,087     $            -     $            -     $         -     $    17,087              100 %

Total Loans
Fixed rate              $  136,245     $    1,282,320     $      841,752     $   654,125     $ 2,914,442               70 %
Variable rate              477,587            461,935            281,400          33,939       1,254,861               30 %
Total                   $  613,832     $    1,744,255     $    1,123,152     $   688,064     $ 4,169,303              100 %



In the event where Bancorp structures a loan with a maturity exceeding five
years (typically CRE loans), an automatic rate adjustment will typically be set
in place at five years from origination date to limit interest rate sensitivity.




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Non-performing Loans and Assets

Information summarizing non-performing loans and assets follows:



December 31, (dollars in
thousands)                          2021          2020          2019          2018          2017

Non-accrual loans                 $   6,712     $  12,514     $  11,494     $   2,611     $   6,511
Troubled debt restructurings             12            16            34            42           869
Loans past due 90 days or more
and still accruing                      684           649           535           745             2
Total non-performing loans            7,408        13,179        12,063         3,398         7,382
Other real estate owned               7,212           281           493         1,018         2,640
Total non-performing assets       $  14,620     $  13,460     $  12,556     $   4,416     $  10,022

Non-performing loans to total
loans                                  0.18 %        0.37 %        0.42 %        0.13 %        0.31 %
Non-peforming loans to total
loans (excluding PPP) (1)              0.18 %        0.44 %           -             -             -
Non-performing assets as to
total assets                           0.22 %        0.29 %        0.34 %        0.13 %        0.31 %
Allowance to non-performing
loans                                   728 %         394 %         222 %         751 %         337 %



(1) See the section titled “Non-GAAP Financial Measures” for reconcilement of
non-GAAP to GAAP measures.




Non-performing loans to total loans were 0.18% at December 31, 2021 compared to
0.37% at December 31, 2020. Non-performing loans to total loans (excluding PPP
loans) were 0.18% at December 31, 2021 compared to 0.44% at December 31, 2020.



Non-performing assets increased $1 million to $15 million at December 31, 2021
compared to December 31, 2020, mainly due to foreclosure on a large CRE
relationship that was in non-accrual status at December 31, 2020 and shifted to
OREO at December 31, 2021.



In total, non-performing assets as of December 31, 2021 were comprised of 103
loans ranging in individual amounts up to $950,000, one nominal accruing TDR
loan and foreclosed real estate held for sale. Foreclosed real estate held at
December 31, 2021 included two CRE properties and two residential real estate
properties.



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The following table presents the major classifications of non-accrual loans by
portfolio:




December 31, (in thousands)                     2021         2020

Commercial real estate – non-owner occupied $ 720 $ 10,278
Commercial real estate – owner occupied 1,748 1,403
Total commercial real estate

                     2,468       11,681

Commercial and industrial - term                   670            6
Commercial and industrial - lines of credit        228           88
Total commercial and industrial                    898           94

Residential real estate – owner occupied 1,997 413
Residential real estate – non-owner occupied 293 101
Total residential real estate

                    2,290          514

Construction and land development                    -            -
Home equity lines of credit                        646          221
Consumer                                           410            4
Leases                                               -            -
Credit cards                                         -            -
Total non-accrual loans                        $ 6,712     $ 12,514




Loans are placed in a non-accrual income status when prospects for recovering
both principal and accrued interest are considered doubtful or when a default of
principal or interest has existed for 90 days or more, unless such a loan is
well- secured and in the process of collection or renewal. Interest income
recorded on non-accrual loans as principal payments was $312,000, $350,000, and
$552,000 for 2021, 2020, and 2019. Interest income that would have been recorded
if non-accrual loans were on a current basis in accordance with their original
terms was $359,000, $457,000, and $491,000 for 2021, 2020, and 2019.



In addition to non-performing loans discussed above, there were loans, which are
accruing interest, for which payments were current or less than 90 days past due
where borrowers are experiencing elevated financial difficulties. These
potential problem loans totaled approximately $40 million and $26 million at
December 31, 2021 and 2020. These relationships are monitored closely for
possible future inclusion in non-performing loans. Management believes it has
adequately reflected credit exposure in these loans in its determination of the
allowance.



Loans accounted for as TDRs include modifications from original terms such as
those due to bankruptcy proceedings, certain changes to amortization periods or
extended suspension of principal payments due to customer financial
difficulties. To the extent that Bancorp chooses to work with borrowers by
providing reasonable concessions rather than initiating collection, this would
result in an increase in loans accounted for as TDRs. TDRs that are in
non-accrual status are reported as non-accrual loans. Loans accounted for as
TDRs are individually evaluated for impairment and are reported as
non-performing loans.



On March 2020, the CARES Act was signed into law. Section 4013 of the CARES Act,
"Temporary Relief from Troubled Debt Restructurings," provides banks the option
to temporarily suspend certain requirements under GAAP related to TDRs for a
limited period of time to account for the effects of COVID-19. To qualify for
Section 4013 of the CARES Act, borrowers must have been current at December 31,
2019. All modifications are eligible as long as they are executed between March
1, 2020 and the earlier of (i) December 31, 2020, or (ii) the 60th day after the
end of the COVID-19 national emergency declared by the President of the United
States. Multiple modifications of the same credits are allowed and there is no
cap on the duration of the modification. On December 21, 2020, certain
provisions of the CARES Act, including the temporary suspension of certain
requirements related to TDRs, were extended through December 31, 2021.



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Also in March 2020, various regulatory agencies, including the Board of
Governors of the Federal Reserve System and the Federal Deposit Insurance
Corporation, issued an interagency statement on loan modifications and reporting
for financial institutions working with customers affected by the pandemic. The
interagency statement was effective immediately and impacted accounting for loan
modifications. Under Accounting Standards Codification 310-40, "Receivables -
Troubled Debt Restructurings by Creditors," ("ASC 310-40"), a restructuring of
debt constitutes a TDR if the creditor, for economic or legal reasons related to
the debtor's financial difficulties, grants a concession to the debtor that it
would not otherwise consider. The agencies confirmed with the staff of the FASB
that short-term modifications made on a good faith basis in response to COVID-19
to borrowers who were current prior to any relief, are not to be considered
TDRs. This includes short-term modifications such as payment deferrals, fee
waivers, extensions of repayment terms, or other delays in payment that are
insignificant. Borrowers considered current are those that are less than 30 days
past due on their contractual payments at the time a modification program is
implemented.


At both December 31, 2021 and December 31, 2020, Bancorp had one loan classified
as a TDR, the balance of which was $12,000 and $16,000, respectively, as of
those dates.




Delinquent Loans



Delinquent loans (consisting of all loans 30 days or more past due) totaled $11
million at December 31, 2021 compared to $17 million at December 31, 2020.
Delinquent loans total loans were 0.26% and 0.48% at December 31, 2021 and
December 31, 2020. Delinquent loans to total loans (excluding PPP loans) were
0.27% and 0.57% at December 31, 2021 and December 31, 2020. See the section
titled "Non-GAAP Financial Measures" for reconcilement of non-GAAP to GAAP
measures.



Allowance for Credit Losses on Loans




The ACL is a valuation allowance for loans estimated at each balance sheet date
in accordance with GAAP. When Bancorp deems all or a portion of a loan to be
uncollectible, the appropriate amount is written off and the ACL is reduced by
the same amount. Subsequent recoveries, if any, are credited to the ACL when
received. See the footnote titled "Summary of Significant Accounting Policies"
for discussion of Bancorp's ACL methodology on loans. Allocations of the ACL may
be made for specific loans, but the entire ACL on loans is available for any
loan that, in Bancorp's judgment, should be charged-off.



The following table sets forth the ACL by category of loan:



                                      December 31, 2021                                   December 31, 2020
                                                             ACL on
                                                            loans to
(dollars in              Allocated       % of Total ACL       Total        Allocated       % of Total ACL      ACL on loans
thousands)               Allowance          on loans        Loans (1)      Allowance          on loans        to Total Loans
Commercial real
estate - non-owner
occupied                $     15,960                 30 %        1.41 %   $     19,396                 37 %             2.33 %
Commercial real
estate - owner
occupied                       9,595                 18 %        1.41 %          6,983                 13 %             1.37 %
Total commercial real
estate                        25,555                 48 %        1.41 %         26,379                 50 %             1.97 %

Commercial and
industrial - term (1)          8,577                 16 %        1.44 %          8,970                 17 %             1.71 %
Commercial and
industrial - lines of
credit                         4,802                  9 %        1.30 %          3,614                  7 %             1.45 %
Total commercial and
industrial                    13,379                 25 %        1.38 %         12,584                 24 %             1.62 %

Residential real
estate - owner
occupied                       4,316                  8 %        1.08 %          3,389                  7 %             1.42 %
Residential real
estate - non-owner
occupied                       3,677                  7 %        1.31 %          1,818                  3 %             1.29 %
Total residential
real estate                    7,993                 15 %        1.17 %          5,207                 10 %             1.37 %

Construction and land
development                    4,789                  9 %        1.60 %          6,119                 12 %             2.10 %
Home equity lines of
credit                         1,044                  2 %        0.75 %            895                  2 %             0.94 %
Consumer                         772                  1 %        0.74 %            340                  1 %             0.47 %
Leases                           204                  0 %        1.50 %            261                  1 %             1.77 %
Credit cards                     162                  0 %        0.95 %            135                  0 %             1.32 %
Total                   $     53,898                100 %        1.34 %   $     51,920                100 %             1.74 %



(1) Excludes the PPP loan portfolio at December 31, 2021 and December 31, 2020,
which was not reserved for based on the 100% SBA guarantee.

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The adoption of CECL and the subsequent beginning of the pandemic had a material
impact on Bancorp's quarterly ACL on loans calculations for 2020. Upon adoption
of ASC 326 on January 1, 2020, Bancorp recorded an increase of $8.2 million to
the ACL on loans and a corresponding decrease to retained earnings, net of the
DTA impact. The adjustment upon adoption of ASC 326 raised the ACL on loans
balance to $37 million effective January 1, 2020.



Bancorp's ACL on loans was $54 million as of December 31, 2021 compared to $52
million as of December 31, 2020. The change in the ACL on loans was driven by a
number of competing factors, which resulted in the $2.0 million, or 4%, increase
experienced for the year ended December 31, 2021. Acquisition-related activity
was responsible for a total increase to the ACL on loans of $14.2 million,
comprised of a $6.8 million day one adjustment for specific reserves placed on
acquired PCD loans (offset to goodwill) and $7.4 million of provision expense
related to the remaining acquired non-PCD loan portfolio. Partially offsetting
the acquisition-related increases was a net reduction of the ACL on loans of
$6.0 million for the year ended December 31, 2021 stemming from an improved
unemployment forecast, general improvement in other underlying CECL model
factors compared to recent periods and updates to Bancorp's CECL model. Further
reducing the ACL on loans were net charge offs of $6.2 million for the year,
which were driven by the charge off of two large CRE relationships totaling $4.4
million. Both relationships were fully reserved and the charge off had no income
statement impact for the year ended December 31, 2021. Partially offsetting
these charge offs was a $555,000 recovery of a note that was fully charged off
in 2020.



Outstanding loan balances (excluding PPP) grew $1.05 billion, or 35%, between
December 31, 2020 and December 31, 2021, as a result of the loan portfolio added
through the KB acquisition and strong organic loan growth. This growth and
related changes in the overall loan mix contributed $16.8 million of provision
expense for the year ended December 31, 2021. However, a net benefit of $15.4
million stemming from the improvement in the unemployment forecast and
underlying CECL model factors mentioned above significantly offset the
growth-related expense.



The FRB's forecast of the Seasonally Adjusted National Civilian Unemployment
Rate is the primary loss driver within Bancorp's CECL model. The actual rate
steadily improved over the past year after spiking to 14.8% in April of 2020,
standing at 3.9% as of December 31, 2021, which caused the forecast to improve
substantially throughout the year. Changes in the unemployment forecast
contributed a net benefit to provision for credit losses on loans of
approximately $6 million for the year ended December 31, 2021 compared to a net
reserve build of approximately $11 million for the year ended December 31, 2020.



The pandemic has had a material impact on Bancorp's quarterly ACL on loans
calculations. While Bancorp has not yet experienced credit quality issues
resulting in charge-offs related to the pandemic, the ACL on loans calculation
and resulting credit loss expense is significantly impacted by changes in
forecasted economic conditions. Should the forecast for economic conditions
worsen, Bancorp could experience further increases in its required ACL on loans
and record additional credit loss expense. While the execution of payment
deferrals under the CARES ACT has assisted credit quality ratios, it is possible
that asset quality could worsen at future measurement periods if the effects of
the pandemic are prolonged.



While separate from the ACL on loans and recorded in Other Liabilities on
Bancorp's consolidated balance sheets, the ACL for off balance sheet credit
exposures decreased $1.9 million, or 35%, to $3.5 million at December 31, 2021.
Reductions of the ACL for off balance sheet credit exposures totaling $2.2
million were recorded for the year ended December 31, 2021, as a result of
continued improvement in line of credit utilization, attributed largely to the
C&I portfolio, and improved CECL model factors. C&I line of credit utilization
improved to 31.8% at December 31, 2021 compared to 26.1% at December 31, 2020.
While utilization improved significantly during 2021, it still remains well
below pre-pandemic levels. Partially offsetting these reductions was the loan
portfolio added through the KB acquisition, which resulted in a $250,000
increase in the ACL for off balance sheet credit exposures at acquisition date
with no corresponding impact on earnings.



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Summary of Activity in the ACL on Loans

The table below reflects activity in the ACL related to loans for the years
ended December 31, 2021 and 2020:



(in thousands)                                Initial          Provision for
Year ended December 31,    Beginning        Allowance on       Credit Losses
2021                        Balance          PCD Loans           on Loans  

Charge-offs Recoveries Ending Balance


Commercial real estate
- non-owner occupied      $     19,396     $        1,491     $        (2,031 )   $      (3,065 )   $        169     $        15,960
Commercial real estate
- owner occupied                 6,983              2,112               1,826            (1,909 )            583               9,595
Total commercial real
estate                          26,379              3,603                (205 )          (4,974 )            752              25,555

Commercial and
industrial - term                8,970              1,022                (112 )          (1,337 )             34               8,577
Commercial and
industrial - lines of
credit                           3,614              1,755                (567 )               -                -               4,802
Total commercial and
industrial                      12,584              2,777                (679 )          (1,337 )             34              13,379

Residential real estate
- owner occupied                 3,389                142               1,134              (383 )             34               4,316
Residential real estate
- non-owner occupied             1,818                 88               1,766                 -                5               3,677
Total residential real
estate                           5,207                230               2,900              (383 )             39               7,993

Construction and land
development                      6,119                  -              (1,333 )               -                3               4,789
Home equity lines of
credit                             895                147                   1                 -                1               1,044
Consumer                           340                  -                 743              (987 )            676                 772
Leases                             261                  -                 (57 )               -                -                 204
Credit cards                       135                  -                  27                 -                -                 162
Total                     $     51,920     $        6,757     $         1,397     $      (7,681 )   $      1,505     $        53,898




                                                                 Initial ACL on
                                                  Impact of      Loans Purchased

Year ended December 31, 2020 Beginning Adopting with Credit Provision for

                                         Ending
(in thousands)                    Balance          ASC 326        Deterioration      Credit Losses      Charge-offs       Recoveries       Balance

Commercial real estate -
non-owner occupied              $      5,235     $     2,946     $           152     $      11,194     $        (143 )   $         12     $  19,396
Commercial real estate -
owner occupied                         3,327           1,542               1,350             2,115            (1,351 )              -         6,983
Total commercial real estate           8,562           4,488               1,502            13,309            (1,494 )             12        26,379

Commercial and industrial -
term                                   6,782             365                   -             1,832               (18 )              9         8,970
Commercial and industrial -
lines of credit                        5,657          (1,528 )                 -              (515 )               -                -         3,614
Total commercial and
industrial                            12,439          (1,163 )                 -             1,317               (18 )              9        12,584

Residential real estate -
owner occupied                         1,527           1,087                  99               737               (79 )             18         3,389
Residential real estate -
non-owner occupied                       947             429                   -               442                (2 )              2         1,818
Total residential real estate          2,474           1,516                  99             1,179               (81 )             20         5,207

Construction and land
development                            2,105           3,056                   -               902                 -               56         6,119
Home equity lines of credit              728             114                   -                53                 -                -           895
Consumer                                 100             264                  34                91              (508 )            359           340
Leases                                   237              (4 )                 -                28                 -                -           261
Credit cards - commercial                146             (50 )                 -                39                 -                -           135
Total net loan (charge-offs)
recoveries                      $     26,791     $     8,221     $         1,635     $      16,918     $      (2,101 )   $        456     $  51,920




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The table below reflects activity in the ACL related to loans for the year ended
December 31, 2019, presented in accordance with ASC 310 prior to the adoption of
ASC 326:


Year ended December 31, 2019 Beginning Provision for
(in thousands)

                      Balance        Credit Losses       

Charge-offs Recoveries Ending Balance


Real estate mortgage              $     10,681     $        1,021     $         (38 )   $        100     $        11,764
Commercial and industrial               11,965                684               (94 )            267              12,822
Construction and development             1,760               (644 )               -              203               1,319
Undeveloped land                           752                 34                 -                -                 786
Consumer                                   376                (95 )            (552 )            371                 100
Total                             $     25,534     $        1,000     $        (684 )   $        941     $        26,791



The table below details net charge-offs to average loans outstanding by category
of loan for the years ended December 31, 2021 and 2020:



                                                   2021                                                     2020
                                                                   Net (charge                                              Net (charge
                                                                      offs)/                                                   offs)/
                             Net (charge                            recoveries        Net (charge                            recoveries
Year ended December 31,        offs)/                               to average          offs)/                               to average

(dollars in thousands) recoveries Average Loans loans

recoveries Average Loans loans


Commercial real estate -
non-owner occupied         $        (2,896 )   $     1,027,405            -0.28 %   $          (131 )   $       798,085            -0.02 %
Commercial real estate -
owner occupied                      (1,326 )           592,577            -0.22 %            (1,351 )           481,057            -0.28 %
Total commercial real
estate                              (4,222 )         1,619,982            -0.26 %            (1,482 )         1,279,142            -0.12 %

Commercial and
industrial - term                   (1,303 )           550,101            -0.24 %                (9 )           500,571             0.00 %
Commercial and
industrial - term - PPP                  -             397,282             0.00 %                 -             442,510             0.00 %
Commercial and
industrial - lines of
credit                                   -             290,231             0.00 %                 -             264,777             0.00 %
Total commercial and
industrial                          (1,303 )         1,237,614            -0.11 %                (9 )         1,207,858             0.00 %

Residential real estate
- owner occupied                      (349 )           334,718            -0.10 %               (61 )           218,998            -0.03 %
Residential real estate
- non-owner occupied                     5             221,214             0.00 %                 -             137,470             0.00 %
Total residential real
estate                                (344 )           555,932            -0.06 %               (61 )           356,468            -0.02 %

Construction and land
development                              3             290,705             0.00 %                56             259,283             0.02 %
Home equity lines of
credit                                   1             121,276             0.00 %                 -             100,616             0.00 %
Consumer                              (311 )            98,093            -0.32 %              (149 )            77,082            -0.19 %
Leases                                   -              13,770             0.00 %                 -              14,897             0.00 %
Credit cards                             -              13,885             0.00 %                 -               9,563             0.00 %
Total                      $        (6,176 )   $     3,951,257            -0.16 %   $        (1,645 )   $     3,304,909            -0.05 %




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Selected ratios relating to the allowance follow:



Years Ended December 31,                      2021              2020              2019

Provision for credit losses to average
loans                                              0.04 %            0.51 %            0.04 %
Net (charge-offs)/recoveries to average
loans                                             -0.16 %           -0.05 %            0.01 %
Allowance for credit losses to average
loans                                              1.36 %            1.57 %            0.99 %
Allowance for credit losses to total
loans                                              1.29 %            1.47 %            0.94 %
Allowance for credit losses to total
loans (excluding PPP) (1)                          1.34 %            1.74 %               -



(1) See the section titled “Non-GAAP Financial Measures” for reconcilement of
non-GAAP to GAAP measures.



Premises and Equipment



Premises and equipment are presented on the consolidated balance sheets net of
related depreciation on the respective assets as well as fair value adjustments
associated with purchase accounting. Premises and equipment increased $19
million, or 33%, between December 31, 2020 and December 31, 2021 as a result of
the KB acquisition, which added 19 locations. As of December 31, 2021, Bancorp
has 63 full service banking center locations; 33 in the Louisville MSA, 19 in
central and eastern Kentucky, 6 in the Cincinnati MSA and 5 in the Indianapolis
MSA.



BOLI



Bank-owned life insurance assets increased $20 million, or 60%, to $53 million
at December 31, 2021, compared to $33 million at December 31, 2020, the increase
stemming directly from life insurance assets added as a result of the KB
acquisition.



Goodwill



At December 31, 2021, Bancorp had $136 million in goodwill recorded on its
balance sheet, including $123 million recorded in association with the
acquisition of KB. As permitted under GAAP, management has up to 12 months
following the date of acquisition to finalize the fair values of the acquired
assets and assumed liabilities related to the KB acquisition. During this
measurement period, Bancorp may record subsequent adjustments to goodwill for
provisional amounts recorded at the acquisition date.



Events that may trigger goodwill impairment include deterioration in economic
conditions, a decline in market-dependent multiples or metrics (i.e. stock price
falling below tangible book value), negative trends in overall financial
performance and regulatory action. At September 30, 2021, Bancorp elected to
perform a qualitative assessment to determine if it was more-likely-than-not
that the fair value of the Commercial Banking reporting unit exceeded its
carrying value, including goodwill. The qualitative assessment indicated that it
was not more-likely-than-not that the carrying value of the reporting unit
exceeded its fair value.



Core Deposit Intangibles (CDI)




CDI assets arising from business acquisitions are initially measured at fair
value and are then amortized on an accelerated method of their useful lives. CDI
assets increased $4 million as of December 31, 2021 compared to December 31,
2020, entirely as a result of assets added through the KB acquisition.



Other Assets and Other Liabilities




Other assets increased $15 million, or 21%, as of December 31, 2021 compared to
December 31, 2020 while other liabilities increased $9 million, or 10%, for the
same respective periods.



The increase in Other Assets between December 31, 2020 and December 31, 2021 was
attributed mainly to the addition of a large CRE OREO property, growth in MSR
assets stemming from the KB acquisition, increased values of insurance policies
outside of traditional BOLI, additional investment in tax credit partnerships
and general increases in other assets related to the KB acquisition. Partially
offsetting the overall increase was a reduction in interest rate swap assets.



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The increase for Other Liabilities between December 31, 2020 and December 31,
2021 was driven by the accrual of an AFS debt security purchase that will settle
in early 2022 and higher accrued employee incentive compensation associated with
record operating results. These increases were offset by the reduction of
various accrued liabilities, including tax credit partnership obligations, the
ACL for off balance sheet credit exposures and interest rate swap liabilities.



Market value changes on interest rate swap transactions maintained for certain
loan customers played a role in the fluctuations of both Other Asset and Other
Liabilities, as noted above. Bancorp enters into these interest rate swap
transactions with borrowers who desire to hedge exposure to rising interest
rates, while at the same time entering into an offsetting interest rate swap,
with substantially matching terms, with another approved independent
counterparty. These are undesignated derivative instruments and are recognized
on the balance sheet at fair value via both an asset and a related liability as
Bancorp has an agreement with the borrower (the asset) and the counterparty (the
liability). Because of matching terms of offsetting contracts and collateral
provisions mitigating any non-performance risk, changes in fair value have an
offsetting effect on the related asset and liability. For this reason, the
market value changes over the past 12 months stemming from the declining
interest rate environment have resulted in increases to both the asset and
liability associated with these transactions. For additional information, see
the footnote titled "Derivative Financial Instruments."



Deposits



Total deposits increased $1.80 billion, or 45%, from December 31, 2020 to
December 31, 2021. Deposits totaling $1.04 billion were assumed as a result of
the KB acquisition. Deposit balances attributed to the acquired portfolio and
related market increased slightly to $1.08 billion as of December 31, 2021.
Excluding the deposits attributed to the Central Kentucky market, deposits grew
$718 million, or 18%. Average deposit balances have increased $1.27 billion, or
35%, over the past 12 months, as federal programs such as the PPP, stimulus
checks and enhanced unemployment benefits drove both ending and average deposit
balances to record levels as of December 31, 2021 in addition to deposits added
as a result of the acquisition.



(dollars in thousands)                                                               Variance
December 31,                                   2021            2020          $ Change        % Change

Non-interest bearing demand deposits        $ 1,755,754     $ 1,187,057     $   568,697              48 %

Interest bearing deposits:
Interest bearing demand                       2,131,928       1,355,985         775,943              57 %
Savings                                         415,258         208,774         206,484              99 %
Money market                                  1,050,352         844,414         205,938              24 %

Time deposit accounts of $250,000 or more 89,745 73,065

     16,680              23 %
Other time deposits                             344,477         319,339          25,138               8 %
Total time deposits                             434,222         392,404          41,818              11 %

Total interest bearing deposits               4,031,760       2,801,577       1,230,183              44 %

Total deposits (1)                          $ 5,787,514     $ 3,988,634     $ 1,798,880              45 %



(1) Includes $5 million and $25 million in brokered deposits as of December 31,
2021
and December 31, 2020, respectively.

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The composition of deposits, bifurcated between Bancorp's legacy deposit
portfolio and the deposit portfolio acquired through expansion into the Central
Kentucky market through the KB acquisition, is presented below. This composition
is presented to provide detail of the Central Kentucky market's deposit
portfolio and its contribution to the total deposit composition of Bancorp at
December 31, 2021.



                                                           As of December 31, 2021
(dollars in thousands)                         Legacy          Central Kentucky          Total

Non-interest bearing demand deposits        $   1,533,188     $          222,566     $   1,755,754

Interest bearing deposits:
Interest bearing demand                         1,628,598                503,330         2,131,928
Savings                                           258,032                157,226           415,258
Money market                                      961,579                 88,773         1,050,352

Time deposit accounts of $250,000 or more          66,045                 23,700            89,745
Other time deposits(1)                            259,636                 84,841           344,477
Total time deposits                               325,681                108,541           434,222

Total interest bearing deposits                 3,173,890                857,870         4,031,760

Total deposits                              $   4,707,078     $        1,080,436     $   5,787,514




Despite the sharp average balance increase experienced over the past twelve
months, Bancorp has experienced significant benefit from lower deposit rates.
The average cost of interest bearing deposits declined 25 bps to 0.17% between
December 31, 2020 and December 31, 2021, while the overall cost of deposits
(including non-interest bearing deposits) declined 14 bps to 0.15% over the same
period.


Average deposit balances and average rates paid on such deposits for the years
indicated are summarized as follows:



                                              2021                                     2020                                     2019

Years Ended December 31,
(dollars in thousands) Average balance Average rate Average balance Average rate Average balance Average rate


Non-interest bearing demand
deposits                      $       1,578,795                  - %   $       1,100,942                  - %   $         765,103                  - %
Interest bearing demand
deposits                              1,633,606               0.11             1,133,308               0.16               875,897               0.57
Savings deposits                        328,570               0.03               190,368               0.02               166,509               0.17
Money market deposits                   919,778               0.06               771,363               0.19               695,411               1.02
Time deposits                           420,308               0.76               412,506               1.74               406,176               2.02

Total Average Deposits        $       4,881,057                        $       3,608,487                        $       2,909,096




Maturities of time deposits of $250,000 or more at December 31, 2021 are
summarized as follows:



(in thousands)

3 months or less           $ 16,561
Over 3 through 6 months      13,215
Over 6 through 12 months     35,753
Over 12 months               24,216
Total                      $ 89,745




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Securities Sold Under Agreement to Repurchase

Information regarding SSUAR follows:




December 31, (dollars in thousands)                 2021         2020
Outstanding balance at end of period              $ 75,466     $ 47,979

Weighted average interest rate at end of period 0.04 % 0.05 %





Years Ended December 31, (dollars in
thousands)                                      2021             2020       

2019


Average outstanding balance during the
period                                      $     62,534     $     40,363     $     38,555
Average interest rate during the period             0.04 %           0.09 %           0.26 %
Maximum outstanding at any month end
during the period                           $     81,964     $     47,979     $     52,599




SSUARs are collateralized by securities and are treated as financings;
accordingly, the securities involved with the agreements are recorded as assets
and are held by a safekeeping agent and the obligations to repurchase the
securities are reflected as liabilities. All securities underlying the
agreements are under the Bank's control. The majority of SSUARs are indexed to
immediately repricing indices such as the FFTR.



SSUARs totaled $75 million and $48 million at December 31, 2021 and December 31,
2020, respectively, as SSUARs totaling $11 million were assumed as part of the
KB acquisition. The remaining increase in SSUAR is consistent with the general
trend of customers maintaining elevated deposit balances.



Federal Funds Purchased and Other Short-Term Borrowing

FFP and other short-term borrowing balances decreased $1 million, or 10%,
between December 31, 2020 and December 31, 2021. At December 31, 2021, FFP
relate entirely to excess liquidity held by downstream correspondent bank
customers of Bancorp.



FHLB Advances



FHLB advances decreased $32 million between December 31, 2020 and December 31,
2021 due to maturing advances not being renewed or replaced in addition to
elective pay offs, resulting in Bancorp having no outstanding FHLB advances at
December 31, 2021. During the first quarter of 2021, Bancorp elected to pay down
certain advances prior to maturity without incurring pre-payment penalties.
During the second quarter of 2021, Bancorp paid off $14 million of term
advances, with a weighted average cost of 2.03%, prior to their maturity
incurring an early-termination fee of $474,000. Bancorp based this decision on
its excess liquidity position driven by the substantial deposit growth it
achieved over the past year, combined with consideration for the cost of the
advances and a break-even analysis.



As a result of the KB acquisition, FHLB advances totaling $91 million were
assumed and paid off immediately upon acquisition based on current levels of
excess liquidity. Early termination penalties totaling $2.5 million were
incurred as a result of the payoffs, but had no income statement impact for the
year ended December 31, 2021 due to the fair value adjustment recorded through
goodwill at acquisition.



Liquidity



The role of liquidity management is to ensure funds are available to meet
depositors' withdrawal and borrowers' credit demands while at the same time
maximizing profitability. This is accomplished by balancing changes in demand
for funds with changes in supply of those funds. Liquidity is provided by
short-term assets that can be converted to cash, AFS debt securities, various
lines of credit available to Bancorp, and the ability to attract funds from
external sources, principally deposits. Management believes it has the ability
to increase deposits at any time by offering rates slightly higher than market
rate.



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Bancorp's Asset/Liability Committee is comprised of senior management and has
direct oversight responsibility for Bancorp's liquidity position and profile. A
combination of reports provided to management details internal liquidity
metrics, composition and level of the liquid asset portfolio, timing differences
in short-term cash flow obligations, and exposure to contingent draws on
Bancorp's liquidity.



For the years ended December 31, 2020 and 2021, Bancorp did not experience any
significant funding issues related to the PPP or the pandemic in general. A
significant portion of the PPP borrowings have remained in the form of
commercial deposits and have generally been slow to outflow, as customers have
utilized the funds to strengthen their balance sheets. In addition, federal
stimulus checks and more lucrative unemployment benefits have also contributed
to higher than normal deposit balances, resulting in record levels of liquidity.
If a liquidity issue arose, Bancorp would utilize overnight funds from the FHLB
(the lowest costing source), in which ­­­­­­Bancorp has available credit of
$1.00 billion as of December 31, 2021.



Bancorp's most liquid assets are comprised of cash and due from banks, FFS and
AFS debt securities. FFS and interest bearing deposits totaled $899 million and
$275 million at December 31, 2021 and December 31, 2020, respectively. FFS
normally have overnight maturities while interest-bearing deposits in banks are
accessible on demand. These investments are used for general daily liquidity
purposes. The fair value of the AFS debt security portfolio was $1.18 billion
and $587 million at December 31, 2021 and December 31, 2020, respectively. The
investment portfolio includes scheduled maturities of $6 million and expected
cash flows on amortizing AFS debt securities of approximately $185 million
(based on scheduled payments and assumed pre-payment speeds as of December 31,
2021) over the next 12 months. Combined with FFS and interest bearing deposits
from banks, AFS debt securities offer substantial resources to meet either loan
growth or reductions in Bancorp's deposit funding base. Bancorp pledges portions
of its investment securities portfolio to secure public funds, cash balances of
certain WM&T accounts and SSUAR. At December 31, 2021, total investment
securities pledged for these purposes comprised 75% of the AFS debt securities
portfolio, leaving approximately $301 million of unpledged AFS debt securities.



Bancorp's deposit base consists mainly of core deposits, defined as time
deposits less than or equal to $250,000, demand, savings, money market deposit
accounts and excludes public funds and brokered deposits. At December 31, 2021,
such deposits totaled $5.05 billion and represented 87% of Bancorp's total
deposits, as compared with $3.54 billion, or 89% of total deposits at December
31, 2020. Because these core deposits are less volatile and are often tied to
other products of Bancorp through long lasting relationships, they do not place
undue pressure on liquidity. However, many of Bancorp's individual depositors
are currently maintaining historically high balances. These excess balances may
be more sensitive to market rates, with potential decreases possibly straining
Bancorp's liquidity position.



As of December 31, 2021 and December 31, 2020, Bancorp held brokered deposits
totaling $5 million and $25 million, respectively. The $5 million of brokered
deposits outstanding at December 31, 2021 was entirely attributed to deposits
added through the KB acquisition.



Included in total deposit balances at December 31, 2021 and 2020 were $645
million
and $355 million, respectively, of public funds generally comprised of
accounts from local government agencies and public school districts in the
markets in which Bancorp operates. The large increase stems from deposit
relationships added through expansion into the Central Kentucky market.




Bancorp is a member of the FHLB of Cincinnati. As a member of the FHLB, Bancorp
has access to credit products of the FHLB. Bancorp views these borrowings as a
potential low cost alternative to brokered deposits. At December 31, 2021 and
December 31, 2020, available credit from the FHLB totaled $1.00 billion and $804
million, respectively. The increase in available credit during 2021 resulted
from an increase in eligible loans (those pledged for collateral-based borrowing
capacity) and the maturity or elective payoff of all FHLB borrowings. See the
footnote titled "FHLB Advances" for additional detail.  Additionally, Bancorp
had unsecured available FFP lines with correspondent banks totaling $80 million
at both December 31, 2021 and December 31, 2020.



During the normal course of business, Bancorp enters into certain forms of
off-balance sheet transactions, including unfunded loan commitments and letters
of credit. These transactions are managed through Bancorp's various risk
management processes. Management considers both on-balance sheet and off-balance
sheet transactions in its evaluation of Bancorp's liquidity.



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Bancorp's principal source of cash revenue is dividends paid to it as the sole
shareholder of the Bank. As discussed in the footnote titled "Commitments and
Contingent Liabilities," as of January 1st of any year, the Bank may pay
dividends in an amount equal to the Bank's net income of the prior two years
less any dividends paid for the same two years. At December 31, 2021, the Bank
may pay an amount equal to $53 million in dividends to Bancorp without
regulatory approval subject to ongoing capital requirements of the Bank.



Sources and Uses of Cash



Cash flow is provided primarily through financing activities of Bancorp, which
include raising deposits and borrowing funds from institutional sources such as
advances from the FHLB and FFP, as well as scheduled loan repayments and cash
flows from AFS debt securities. These funds are primarily used to facilitate
investment activities of Bancorp, which include making loans and purchasing
securities for the investment portfolio. Another important source of cash is net
income of the Bank from operating activities.  For further detail regarding the
sources and uses of cash, see the "Consolidated Statements of Cash Flows" in
Bancorp's consolidated financial statements.



Commitments



In the normal course of business, Bancorp is party to activities that contain
credit, market and operational risk that are not reflected in whole or in part
in Bancorp's consolidated financial statements. Such activities include
traditional off-balance sheet credit-related financial instruments, commitments
under operating leases and long-term debt.



Bancorp provides customers with off-balance sheet credit support through loan
commitments and standby letters of credit. Unused loan commitments increased
$300 million as of December 31, 2021 compared to December 31, 2020 consistent
with the KB acquisition.



Commitments to extend credit are an agreement to lend to a customer as long as
collateral is available as agreed upon and there is no violation of any
condition established in the contract. Commitments generally have fixed
expiration dates or other termination clauses. Since some of the commitments are
expected to expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. Bancorp uses the same credit and
collateral policies in making commitments and conditional guarantees as for
on-balance sheet instruments. Bancorp evaluates each customer's creditworthiness
on a case-by-case basis. The amount of collateral obtained is based on
management's credit evaluation of the customer. Collateral held varies, but may
include accounts receivable, inventory, securities, equipment and real estate.
However, should the commitments be drawn upon and should our customers default
on their resulting obligation to us, our maximum exposure to credit loss,
without consideration of collateral, is represented by the contractual amount of
those instruments.



Additional detail regarding credit-related financial instruments, including both
commitments to extend credit and letters of credit at December 31, 2021 are as
follows:



                                         Amount of commitment expiration per period
                            Less than         1-3           3-5         Over 5
(in thousands)                1 year         years         years         years          Total

Unused loan commitments     $  929,296     $ 365,662     $ 113,717     $ 251,698     $ 1,660,373
Standby letters of credit       30,265           480            34             -          30,779



See the footnote titled “Commitments and Contingent Liabilities” for additional
detail.




At December 31, 2021 and December 31, 2020, Bancorp had accrued $3.5 million and
$5.4 million, respectively, in other liabilities for its estimate of inherent
risks related to unfunded credit commitments. The decrease is consistent with
improvement in both line of credit utilization and the underlying CECL model
factors.


Standby letters of credit are conditional commitments issued by Bancorp to
guarantee the performance of a customer to a third party beneficiary. Those
guarantees are primarily issued to support commercial transactions. Standby
letters of credit generally have maturities of one to two years.

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In addition to owned banking facilities, Bancorp has entered into long-term
leasing arrangements for certain branch facilities. Bancorp also has required
future payments for a non-qualified defined benefit retirement plan, time
deposit maturities and other obligations.




Required payments under such commitments at December 31, 2021 are as follows:



                                                      Payments due by period
                                  Less than        1-3          3-5        Over 5
(in thousands)                      1 year        years        years        years        Total

Time deposit maturities           $  320,741     $ 96,422     $ 16,977     $    82     $ 434,222
Operating leases (1)                   2,634        5,081        3,532       7,699        18,946
Defined benefit retirement plan            -          137          356       2,785         3,278
Other (2)                              1,616        1,865        1,588       2,673         7,742



(1) Includes assumed renewals.
(2) Consists primarily of contractual requirements relating to tax credit
investments and community sponsorships.



Capital


Information pertaining to Bancorp’s capital balances and ratios follows:




Years ended December 31, (dollars in
thousands, except per share data)                 2021            2020            2019

Stockholders' equity                           $   675,869     $   440,701     $   406,297
Dividends per share                            $      1.10     $      1.08     $      1.04
Dividend payout ratio, based on basic EPS            36.67 %         41.38 %         35.62 %




Bancorp increased its cash dividends declared to stockholders during 2021 to an
annual dividend of $1.10, from $1.08 per share in 2020 and $1.04 in 2019. This
represents a payout ratio of 36.67% based on basic EPS and an annual dividend
yield of 1.72% based upon the year-end closing stock price.



At December 31, 2021, stockholders' equity totaled $676 million, representing an
increase of $235 million, or 53%, compared to December 31, 2020. The large
increase during 2021 was attributed mainly to stock issued in relation to the KB
acquisition, which totaled $205 million. Further, net income of $74.6 million
was partially offset by a larger negative change in AOCI and dividends declared
for the year ended December 31, 2021. AOCI consists of net unrealized gains or
losses on AFS debt securities and a minimum pension liability, each net of
income taxes. AOCI declined $17 million from December 31, 2020 to December 31,
2021, with the fluctuation stemming from the changing interest rate environment
and corresponding valuation of the AFS debt securities portfolio. See the
"Consolidated Statement of Changes in Stockholders' Equity" for further detail
of changes in equity.



In May 2021, Bancorp's Board of Directors extended its share repurchase program
authorizing the repurchase of up to 1 million shares, or approximately 4% of
Bancorp's total common shares outstanding at inception. The plan, which will
expire in May 2023 unless otherwise extended or completed at an earlier date,
does not obligate Bancorp to repurchase any specific dollar amount or number of
shares prior to the plan's expiration. Based on economic developments over the
past year, the increased importance of capital preservation and the announcement
of two acquisitions, no shares were repurchased in 2020 nor 2021. Approximately
741,000 shares remain eligible for repurchase under the current repurchase plan.



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Bank holding companies and their subsidiary banks are required by regulators to
meet risk-based capital standards. These standards, or ratios, measure the
relationship of capital to a combination of balance sheet and off-balance sheet
risks. The value of both balance sheet and off-balance sheet items are adjusted
to reflect credit risks. See the footnote titled "Regulatory Matters" for
additional detail regarding regulatory capital requirements, as well as capital
ratios of Bancorp and the Bank. The Bank exceeds regulatory capital ratios
required to be well-capitalized. Regulatory framework does not define well
capitalized for holding companies. Management considers the effects of growth on
capital ratios as it contemplates plans for expansion.



The following table sets forth consolidated Bancorp's and the Bank's risk based
capital ratios:



December 31,                                   2021        2020

Total risk-based capital (1)
Consolidated                                    12.79 %     13.36 %
Bank                                            12.42       12.99

Common equity tier 1 risk-based capital (1)
Consolidated                                    11.94       12.23
Bank                                            11.56       11.85

Tier 1 risk-based capital (1)
Consolidated                                    11.94       12.23
Bank                                            11.56       11.85

Leverage (2)
Consolidated                                     8.86        9.57
Bank                                             8.57        9.26




(1)  Under banking agencies' risk-based capital guidelines, assets and
credit-equivalent amounts of derivatives and off-balance sheet credit exposures
are assigned to broad risk categories. The aggregate dollar amount in each risk
category is multiplied by the associated risk weight of the category. Weighted
values are added together, resulting in Bancorp's total risk-weighted assets.
These ratios are computed in relation to average assets.

(2) Ratio is computed in relation to average assets.




Capital ratios for the year ended December 31, 2021 decreased compared to the
prior year as a result of substantial average asset and risk-weighted asset
growth, driven by both organic and acquisition-related activity. While pressure
was placed on risk-based capital and leverage ratios due to this growth, Bancorp
continues to exceed the regulatory requirements for all calculations. Bancorp
and the Bank intend to maintain a capital position that meets or exceeds the
"well-capitalized" requirements as defined by the FRB and the FDIC, in addition
to the capital conservation buffer.



Banking regulators have categorized the Bank as well-capitalized. To meet the
definition of well-capitalized for prompt corrective action requirements, a bank
must have a minimum 6.5% Common Equity Tier 1 Risk-Based Capital ratio, 8.0%
Tier 1 Risk-Based Capital ratio, 10.0% Total Risk-Based Capital ratio and 5.0%
Tier 1 Leverage ratio.



Additionally, in order to avoid limitations on capital distributions, including
dividend payments and certain discretionary bonus payments to executive
officers, Bancorp and the Bank must hold a 2.5% capital conservation buffer
composed of Common Equity Tier 1 Risk-Based Capital above the minimum risk-based
capital requirements for the Common Equity Tier 1 Risk-Based Capital ratio, Tier
1 Risk-Based Capital ratio and Total Risk-Based Capital ratio necessary to be
considered adequately-capitalized. At December 31, 2021, the
adequately-capitalized minimums, including the capital conservation buffer, were
a 6.0% Common Equity Tier 1 Risk-Based Capital ratio, 8.5% Tier 1 Risk-Based
Capital ratio and 10.5% Total Risk-Based Capital ratio.



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As permitted by the interim final rule issued on March 27, 2020 by the federal
banking regulatory agencies, Bancorp elected the option to delay the estimated
impact on regulatory capital related to the adoption of ASC 326 "Financial
Instruments - Credit Losses," or CECL, which was effective January 1, 2020. The
initial impact of adoption of ASC 326, as well as 25% of the quarterly increases
in the ACL subsequent to adoption of ASC 326 (collectively the "transition
adjustments") were declared to be delayed for two years. After two years, the
cumulative amount of the transition adjustments will become fixed and will be
phased out of the regulatory capital calculations evenly over a three-year
period, with 75% recognized in year three, 50% recognized in year four and 25%
recognized in year five. After five years, the temporary regulatory capital
benefits will be fully reversed. Had Bancorp not elected to defer the regulatory
capital impact of CECL, the post ASC 326 adoption capital ratios of Bancorp and
the Bank would have exceeded the well-capitalized level.



Fair Value Measurements



Bancorp follows the provisions of authoritative guidance for fair value
measurements. This guidance is definitional and disclosure oriented and
addresses how companies should approach measuring fair value when required by
GAAP. It prescribes various disclosures about financial statement categories and
amounts which are measured at fair value, if such disclosures are not already
specified elsewhere in GAAP.



Authoritative guidance defines fair value as the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between
participants at the measurement date. The guidance requires fair value
measurements to be classified as Level 1 (quoted prices), Level 2 (based on
observable inputs) or Level 3 (based on significant unobservable,
internally-derived inputs).



Bancorp's AFS debt securities and interest rate swaps are recorded at fair value
on a recurring basis. Other accounts including mortgage loans held for sale,
MSRs, impaired loans and OREO may be recorded at fair value on a non-recurring
basis, generally in the application of lower of cost or market adjustments or
write-downs of specific assets.



The AFS debt securities portfolio is comprised of U.S. Treasury and other U.S.
government obligations, debt securities of U.S. government-sponsored
corporations (including mortgage-backed securities), and obligations of state
and political subdivisions. U.S. Treasury securities are priced using quoted
prices of identical securities in an active market. These measurements are
classified as Level 1 in the hierarchy above. All other securities are priced
using standard industry models or matrices with various assumptions such as
yield curves, volatility, prepayment speeds, default rates, time value, credit
rating and market prices for similar instruments. These assumptions are
generally observable in the market place and can be derived from or supported by
observable data. These measurements are classified as Level 2 in the hierarchy
above.



Interest rate swaps are valued using primarily Level 2 inputs. Fair value
measurements generally based on benchmark forward yield curves and other
relevant observable market data. For purposes of potential valuation adjustments
to derivative positions, Bancorp evaluates the credit risk of its counterparties
as well as its own credit risk. To date, Bancorp has not realized any losses due
to a counterparty's inability to perform and the change in value of derivative
assets and liabilities attributable to credit risk was not significant during
2019, 2020 and 2021.



MSRs, carried in other assets and recorded at fair value upon capitalization,
are amortized to correspond with estimated servicing income and are periodically
assessed for impairment based on fair value at the reporting date. Fair value is
based on a valuation model that calculates the present value of estimated net
servicing income. The model incorporates assumptions that market participants
would use in estimating future net servicing income. These measurements are
classified as Level 3. At December 31, 2021 and 2020, there was no valuation
allowance for MSRs, as fair value exceeded carrying value.



Loans considered to be collateral dependent are measured for impairment and, if
indicated, a specific allocation is established based on the value of underlying
collateral. Collateral dependent loans include non-accrual loans and loans
accounted for as TDRs. For collateral dependent loans, fair value amounts
represent only those loans with specific valuation allowances and loans charged
down to their carrying value. At December 31, 2021 and December 31, 2020, the
carrying value of collateral dependent loans measured at fair value on a
non-recurring basis was $7 million and $8 million. These measurements are
classified as Level 3.



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OREO, which is carried in other assets at the lower of cost or fair value, is
periodically assessed for impairment based on fair value at the reporting date.
Fair value is commonly based on recent real estate appraisals or valuations
performed by internal or external parties which use judgments and assumptions
that are property-specific and sensitive to changes in the overall economic
environment. Appraisals may be further discounted based on management's
historical knowledge and/or changes in market conditions from the date of the
most recent appraisal. Many of these inputs are not observable and, accordingly,
these measurements are classified as Level 3. OREO is equal to the carrying
value of only parcels of OREO for which carrying value equals appraised value.
If a parcel of OREO has a carrying value below its appraised value, it is not
considered to be carried at fair value. The losses represent write-downs which
occurred during the period indicated. At December 31, 2021 and 2020, the
carrying value of OREO was $7 million and $281,000.



See the Footnote titled “Assets and Liabilities Measured and Reported at Fair
Value,” for additional detail regarding fair value measurements.

Non-GAAP Financial Measures




The following table provides a reconciliation of total stockholders' equity in
accordance with GAAP to tangible stockholders' equity (TCE), a non-GAAP
disclosure. Bancorp provides the TCE per share, a non-GAAP measure, in addition
to those defined by banking regulators, based on its widespread use by investors
as a means to evaluate capital adequacy:



December 31, (dollars in thousands, except per share
data)

                                                      2021             

2020


Total stockholders' equity - GAAP (a)                  $     675,869     $     440,701
Less: Goodwill                                              (135,830 )         (12,513 )
Less: Core deposit intangible                                 (5,596 )          (1,962 )
Tangible common equity - Non-GAAP (c)                  $     534,443     $     426,226

Total assets - GAAP (b)                                $   6,646,025     $   4,608,629
Less: Goodwill                                              (135,830 )         (12,513 )
Less: Core deposit intangible                                 (5,596 )          (1,962 )
Tangible assets - Non-GAAP (d)                         $   6,504,599     $  

4,594,154


Total stockholders' equity to total assets - GAAP
(a/b)                                                          10.17 %            9.56 %
Tangible common equity to tangible assets - Non-GAAP
(c/d)                                                           8.22 %            9.28 %

Total shares outstanding (e)                                  26,596            22,692

Book value per share - GAAP (a/e)                      $       25.41     $  

19.42

Tangible common equity per share - Non-GAAP (c/e)              20.09             18.78




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ACL on loans to total non-PPP loans represents the ACL on loans, divided by
total loans less PPP loans. Non-performing loans to total non-PPP loans
represents non-performing loans, divided by total loans less PPP loans.
Delinquent loans to total non-PPP loans represents delinquent loans (consisting
of all loans 30 days or more past due), divided by total loans less PPP loans.
Bancorp believes these non-GAAP disclosures are important because they provide
comparable ratios after eliminating PPP loans, which are fully guaranteed by the
SBA and have not been allocated for within the ACL and are not at risk of
non-performance.



December 31, (dollars in thousands)                           2021            2020

Total loans - GAAP (a)                                     $ 4,169,303     $ 3,531,596
Less: PPP loans                                               (140,734 )      (550,186 )
Total non-PPP loans - Non-GAAP (b)                         $ 4,028,569     

$ 2,981,410


Allowance for credit losses on loans (c)                   $    53,898     $    51,920
Non-performing loans (d)                                         7,408          13,179
Delinquent loans (e)                                            11,036          16,939

Allowance for credit losses on loans to total loans –
GAAP (c/a)

                                                        1.29 %    

1.47 %
Allowance for credit losses on loans to total loans –
Non-GAAP (c/b)

                                                    1.34 %    

1.74 %


Non-performing loans to total loans - GAAP (d/a)                  0.18 %          0.37 %
Non-performing loans to total loans - Non-GAAP (d/b)              0.18 %    

0.44 %


Delinquent loans to total loans - GAAP (e/a)                      0.26 %          0.48 %
Delinquent loans to total loans - Non-GAAP (e/b)                  0.27 %          0.57 %




The efficiency ratio, a non-GAAP measure, equals total non-interest expenses
divided by the sum of net interest income FTE and non-interest income. The ratio
excludes net gains (losses) on sales, calls, and impairment of investment
securities, if applicable. In addition to the efficiency ratio, Bancorp
considers an adjusted efficiency ratio. Bancorp believes it is important because
it provides a comparable ratio after eliminating the fluctuation in non-interest
expenses related to amortization of investments in tax credit partnerships.



Net interest income on a FTE basis includes the additional amount of interest
income that would have been earned if investments in certain tax-exempt interest
earning assets had been made in assets subject to federal, state and local taxes
yielding the same after-tax income.



Years ended December 31, (dollars in
thousands)                                        2021            2020      

2019

Total non-interest expenses – GAAP (a) $ 142,280 $ 101,659

    $    98,116
Less: Non-recurring merger expenses                (19,025 )             -          (1,313 )
Less: Amortization of investments in tax
credit partnerships                                   (367 )        (3,096 )        (1,078 )
Total non-interest expenses - Non-GAAP (c )    $   122,888     $    98,563  

$ 95,725


Total net interest income, FTE                 $   171,508     $   136,133     $   125,571
Total non-interest income                           65,850          51,899  

49,428

Less: Gain/loss on sale of securities                    -               -               -
Total revenue - GAAP (b)                       $   237,358     $   188,032     $   174,999

Efficiency ratio - GAAP (a/b)                        59.94 %         54.06 %         56.07 %
Efficiency ratio - Non-GAAP (c/b)                    51.77 %         52.42 %         54.70 %




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