General



The following discussion explains the Company's financial condition and results
of operations as of and for the three months ended March 31, 2023. Annualized
results for this interim period may not be indicative of results for the
full year or future periods. The following discussion and analysis should be
read in conjunction with the consolidated financial statements and related notes
presented elsewhere in this report and the Company's Annual Report on Form 10-K
for the year ended December 31, 2022, filed with the Securities and Exchange
Commission, or the SEC, on March 7, 2023.

Forward-Looking Statements



This Quarterly Report on Form 10-Q contains "forward-looking statements" within
the meaning of the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements include, without
limitation, statements concerning plans, estimates, calculations, forecasts and
projections with respect to the anticipated future performance of the Company.
These statements are often, but not always, identified by words such as "may",
"might", "should", "could", "predict", "potential", "believe", "expect",
"continue", "will", "anticipate", "seek", "estimate", "intend", "plan",
"projection", "would", "annualized", "target" and "outlook", or the negative
version of those words or other comparable words of a future or forward-looking
nature. Forward-looking statements are neither historical facts nor assurances
of future performance. Instead, they are based only on our current beliefs,
expectations and assumptions regarding our business, future plans and
strategies, projections, anticipated events and trends, the economy and other
future conditions. Because forward-looking statements relate to the future, they
are subject to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside of our control. Our
actual results and financial condition may differ materially from those
indicated in the forward-looking statements. Therefore, you should not rely on
any of these forward-looking statements. Important factors that could cause our
actual results and financial condition to differ materially from those indicated
in the forward-looking statements include, among others, the following:

? interest rate risk, including the effects of recent and anticipated rate

increases by the Federal Reserve;

fluctuations in the values of the securities held in our securities portfolio,

? including as the result of rising interest rates, which has resulted in

unrealized losses in our securities portfolio;

business and economic conditions generally and in the financial services

? industry, nationally and within our market area, including rising rates of

inflation;

? loan concentrations in our loan portfolio;




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the effects of recent developments and events in the financial services

? industry, including the large-scale deposit withdrawals over a short period of

time at Silicon Valley Bank, Signature Bank and First Republic Bank that

resulted in the failure of those institutions;

? the overall health of the local and national real estate market;

? the ability to successfully manage credit risk;

? the ability to maintain an adequate level of allowance for credit losses;

? new or revised accounting standards, including as a result of the

implementation of the new Current Expected Credit Loss standard;

? the concentration of large loans to certain borrowers;

the concentration of large deposits from certain clients, who have balances

? above current Federal Deposit Insurance Corporation ("FDIC") insurance limits

and may withdraw deposits to diversify their exposure;

the ability to successfully manage liquidity risk, which may increase the

? dependence on non-core funding sources such as brokered deposits, and

negatively impact our cost of funds;

? the ability to raise additional capital to implement our business plan;

? the ability to implement our growth strategy and manage costs effectively;

developments and uncertainty related to the future use and availability of some

? reference rates, such as the expected discontinuation of the London Interbank

Offered Rate, as well as other alternative reference rates;

? the composition of the Company's senior leadership team and the ability to

attract and retain key personnel;

? talent and labor shortages and high rates of employee turnover;

? the occurrence of fraudulent activity, breaches or failures of our information

security controls or cybersecurity-related incidents;

? interruptions involving our information technology and telecommunications

systems or third-party servicers;

? competition in the financial services industry, including from nonbank

competitors such as credit unions and "fintech" companies;

? the effectiveness of the risk management fra­­mework;

? the commencement and outcome of litigation and other legal proceedings and

regulatory actions against us;

the impact of recent and future legislative and regulatory changes, in response

? to the recent failures of Silicon Valley Bank, Signature Bank and First

Republic Bank;

? risks related to climate change and the negative impact it may have on our

customers and their businesses;

? the imposition of tariffs or other governmental policies impacting the value of

products produced by our commercial borrowers;

severe weather, natural disasters, wide spread disease or pandemics (including

? the COVID-19 pandemic), acts of war or terrorism, or other adverse external

events including the Russian invasion of Ukraine;

? potential impairment to the goodwill the Company recorded in connection with a

past acquisition;

? changes to U.S. or state tax laws, regulations and guidance, including the new

1% excise tax on stock buybacks by publicly traded companies;

? success at managing the risks involved in the foregoing items; and

any other risks described in the "Risk Factors" section of this report and in


 ? other reports filed by Bridgewater Bancshares, Inc. with the Securities and
   Exchange Commission.


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The foregoing factors should not be construed as exhaustive and should be read
together with the other cautionary statements included in this report. In
addition, past results of operations are not necessarily indicative of future
results. Any forward-looking statement made by us in this report is based only
on information currently available to us and speaks only as of the date on which
it is made. The Company undertakes no obligation to publicly update any
forward-looking statement, whether written or oral, that may be made from time
to time, whether as a result of new information, future developments or
otherwise.

Overview


The Company is a financial holding company headquartered in St. Louis Park,
Minnesota. The principal sources of funds for loans and investments are
transaction, savings, time, and other deposits, and short-term and long-term
borrowings. The Company's principal sources of income are interest and fees
collected on loans, interest and dividends earned on investment securities and
service charges. The Company's principal expenses are interest paid on deposit
accounts and borrowings, employee compensation and other overhead expenses. The
Company's simple, efficient business model of providing responsive support and
unconventional experiences to clients continues to be the underlying principle
that drives the Company's profitable growth.

Critical Accounting Policies and Estimates


The consolidated financial statements of the Company are prepared based on the
application of certain accounting policies, the most significant of which are
described in "Note 1 - Description of the Business and Summary of Significant
Accounting Policies" of the notes to the consolidated financial statements
included as a part of the Company's most recent Annual Report on Form 10-K,
filed with the SEC on March 7, 2023. Certain policies require numerous estimates
and strategic or economic assumptions that may prove inaccurate or subject to
variation and may significantly affect the reported results and financial
position for the current period or in future periods. The use of estimates,
assumptions, and judgments are necessary when financial assets and liabilities
are required to be recorded or adjusted to reflect fair value. Assets carried at
fair value inherently result in more financial statement volatility. Fair values
and information used to record valuation adjustments for certain assets and
liabilities are based on either quoted market prices or are provided by other
independent third-party sources, when available. When such information is not
available, management estimates valuation adjustments. Changes in underlying
factors, assumptions or estimates in any of these areas could have a material
impact on the future financial condition and results of operations. Management
has discussed each critical accounting policy and the methodology for the
identification and determination of critical accounting policies with the
Company's Audit Committee.

The JOBS Act permits the Company an extended transition period for complying
with new or revised accounting standards affecting public companies. The Company
has elected to take advantage of this extended transition period, which means
that the financial statements included in this report, as well as any financial
statements filed in the future, will not be subject to all new or revised
accounting standards generally applicable to public companies for the transition
period for so long as the Company remains an emerging growth company or until
the Company affirmatively and irrevocably opts out of the extended transition
period under the JOBS Act.

The following is a discussion of the critical accounting policies and significant estimates that require the Company to make complex and subjective judgements.



Allowance for Credit Losses

In accordance with ASC 326, Financial Instruments - Credit Losses, the allowance
for credit losses on loans is a valuation account that is deducted from the
amortized cost basis of loans to present the net amount expected to be collected
on the loans. Loans are charged against the allowance for credit losses when
management determines all or a portion of the loan balance is
uncollectible. Subsequent recoveries, if any, are credited to the allowance. The
allowance is increased (decreased) by provisions (or reversals of) reported in
the income statement as a component of provisions for credit loss. Under the new
guidance, the allowance for credit losses on off-balance sheet credit exposures
is a liability account representing expected credit losses over the contractual
period for which the Company is exposed to credit risk resulting from an
off-balance sheet exposure.

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The amount of each allowance account represents management's best estimate of
current expected credit losses on such financial instruments using relevant
available information, from internal and external sources, relating to past
events, current conditions and reasonable and supportable forecasts. The
allowance for credit losses for loans is measured on a collective basis for
portfolios of loans when similar risk characteristics exist. Loans that do not
share risk characteristics are evaluated for expected credit losses on an
individual basis and excluded from the collective evaluation. For determining
the appropriate allowance for credit losses on a collective basis, the loan
portfolio is segmented into pools based upon similar risk characteristics and a
lifetime loss-rate model is utilized. Management qualitatively adjusts model
results for reasonable and supportable forecasts and risk factors that are not
considered within the modeling processes but are relevant in assessing the
expected credit losses within the loan segment. These qualitative factor
adjustments may increase or decrease management's estimate of expected credit
losses by a calculated percentage or amount based upon the estimated level of
risk. Due to the subjective nature of these estimates the various components of
the calculation require significant management judgement and certain assumptions
are highly subjective. Volatility in certain credit metrics and variations
between expected and actual outcomes are likely.

Investment Securities Impairment



In accordance with ASC 326, Financial Instruments - Credit Losses, available for
sale securities in unrealized loss positions are evaluated for impairment
related to credit losses. For any securities classified as available for sale
that are in an unrealized loss position, the Company assesses whether or not it
intends to sell the security, or if it is more likely than not it will be
required to sell the security, before recovery of its amortized cost basis. If
either criteria is met, the security's amortized cost basis is written down to
fair value through income with the establishment of an allowance. For securities
that do not meet the aforementioned criteria, the Company evaluates whether any
portion of the decline in fair value is the result of credit deterioration. In
making this assessment, management considers the extent to which the amortized
cost of the security exceeds its fair value, changes in credit ratings and any
other known adverse conditions related to the specific security, among other
factors. If the assessment indicates that a credit loss exists, an allowance for
credit losses is recorded for the amount by which the amortized cost basis of
the security exceeds the present value of cash flows expected to be collected,
limited by the amount by which the amortized cost exceeds fair value. Any
impairment not recognized in the allowance for credit losses is recognized in
other comprehensive income.

The fair values of investment securities are generally determined by various
pricing models. The Company evaluates the methodologies used to develop the
resulting fair values. The Company performs an annual analysis on the pricing of
investment securities to ensure that the prices represent reasonable estimates
of fair value. The procedures include initial and ongoing reviews of pricing
methodologies and trends. The Company seeks to ensure prices represent
reasonable estimates of fair value through the use of broker quotes, current
sales transactions from the portfolio and pricing techniques, which are based on
the net present value of future expected cash flows discounted at a rate of
return market participants would require. As a result of this analysis, if the
Company determines there is a more appropriate fair value, the price is adjusted
accordingly.

Fair Value of Financial Instruments


The fair value of a financial instrument is defined as the price that would be
received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants in the market in which the reporting
entity transacts business. A framework has been established for measuring the
fair value of financial instruments that considers the attributes specific to
particular assets or liabilities and includes a three-level hierarchy for
determining fair value based on the transparency of inputs to each valuation as
of the measurement date. The Company estimates the fair value of financial
instruments using a variety of valuation methods. When financial instruments are
actively traded and have quoted market prices, quoted market prices are used for
fair value and are classified as Level 1. When financial instruments, such as
investment securities and derivatives, are not actively traded, the Company
determines fair value based on various sources and may apply matrix pricing with
observable prices for similar instruments where a price for the identical
instrument is not observable. The fair values of these financial instruments,
which are classified as Level 2, are determined by pricing models that consider
observable market data such as interest rate volatilities, yield curve, credit
spreads, prices from external market data providers and/or nonbinding
broker-dealer quotations. When observable inputs do not exist, the Company
estimates fair value based on available market data, and these values are
classified as

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Level 3. Imprecision in estimating fair values can impact the carrying value of assets and liabilities and the amount of revenue or loss recorded.

Deferred Tax Asset



The Company uses the asset and liability method of accounting for income taxes
as prescribed by GAAP. Under this method, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. If currently available information
indicates it is "more likely than not" that the deferred tax asset will not be
realized, a valuation allowance is established. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Accounting for deferred income taxes is a critical
accounting estimate because the Company exercises significant judgment in
evaluating the amount and timing of recognition of the resulting tax liabilities
and assets. Management's determination of the realization of deferred tax assets
is based upon management's judgment of various future events and uncertainties,
including the timing and amount of future income, reversing temporary
differences which may offset, and the implementation of various tax plans to
maximize realization of the deferred tax asset. These judgments and estimates
are inherently subjective and reviewed on a continual basis as regulatory and
business factors change. Any reduction in estimated future taxable income may
require the Company to record a valuation allowance against the deferred tax
assets. A valuation allowance would result in additional income tax expense in
such period, which would negatively affect earnings.

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Operating Results Overview

The following table summarizes certain key financial results as of and for the
periods indicated:

                                                     As of and for the Three Months Ended
                                 March 31,      December 31      September 30,       June 30,       March 31,
(dollars in thousands, except
per share data)                     2023            2022             2022              2022            2022
    Per Common Share Data
Basic Earnings Per Share        $       0.38    $       0.46    $          0.49    $       0.43    $       0.40
Diluted Earnings Per Share              0.37            0.45               0.47            0.41            0.39
Book Value Per Share                   12.05           11.80              11.44           11.14           11.12
Tangible Book Value Per Share
(1)                                    11.95           11.69              11.33           11.03           11.01
Basic Weighted Average Shares
Outstanding                       27,726,894      27,558,983         27,520,117      27,839,260      28,123,809
Diluted Weighted Average
Shares Outstanding                28,490,046      28,527,306         28,592,854      28,803,842      29,156,085
Shares Outstanding at Period
End                               27,845,244      27,751,950         27,587,978      27,677,372      28,150,389

 Selected Performance Ratios
Return on Average Assets
(Annualized)                            1.07 %          1.28 %             1.46 %          1.38 %          1.42 %
Pre-Provision Net Revenue
Return on Average Assets
(Annualized) (1)                        1.49            1.82               2.15            2.19            2.12
Return on Average
Shareholders' Equity
(Annualized)                           11.70           14.06              14.99           13.55           12.98
Return on Average Tangible
Common Equity (Annualized)
(1)                                    12.90           15.86              17.03           15.26           14.56
Yield on Interest Earning
Assets(2)                               4.91            4.67               4.37            4.16            4.13
Yield on Total Loans,
Gross(2)                                5.06            4.87               4.59            4.45            4.45
Cost of Interest Bearing
Liabilities                             3.03            2.22               1.30            0.86            0.80
Cost of Funds                           2.41            1.67               0.93            0.63            0.59
Cost of Total Deposits                  2.01            1.31               0.73            0.46            0.43
Net Interest Margin (2)                 2.72            3.16               3.53            3.58            3.60
Core Net Interest Margin
(1)(2)                                  2.62            3.05               3.38            3.34            3.34
Efficiency Ratio (1)                    46.2            43.8               39.8            40.2            42.4
Noninterest Expense to
Average Assets (Annualized)             1.31            1.42               1.42            1.47            1.56
Loan to Deposit Ratio                  108.0           104.5              102.3           100.7            98.4
Core Deposits to Total
Deposits (3)                            72.4            74.6               83.0            82.9            84.3
Tangible Common Equity to
Tangible Assets (1)                     7.23            7.48               7.57            7.87            8.60

(1) Represents a non-GAAP financial measure. See "Non-GAAP Financial Measures"

for further details.

(2) Amounts calculated on a tax-equivalent basis using the statutory federal tax

rate of 21%.

(3) Core deposits are defined as total deposits less brokered deposits and


    certificates of deposit greater than $250,000.


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Selected Financial Data

The following tables summarize certain selected financial data as of and for the
periods indicated:

                                                   As of and for the Three Months Ended
                               March 31,       December 31,     September 30,     June 30,      March 31,

(dollars in thousands)            2023             2022             2022            2022           2022
Selected Balance Sheet Data
Total Assets                   $ 4,602,899    $    4,345,662   $     4,128,987   $ 3,883,264    $ 3,607,920
Total Loans, Gross               3,684,360         3,569,446         3,380,082     3,225,885      2,987,967
Allowance for Credit Losses         50,148            47,996            46,491        44,711         41,692
Goodwill and Other
Intangibles                          2,866             2,914             2,962         3,009          3,057

Deposits                         3,411,123         3,416,543         3,305,074     3,201,953      3,035,611
Tangible Common Equity (1)         332,626           324,636           312,531       305,360        309,870
Total Shareholders' Equity         402,006           394,064           382,007       374,883        379,441
Average Total Assets -
Quarter-to-Date                  4,405,234         4,251,345         3,948,201     3,743,575      3,513,798
Average Shareholders'
Equity - Quarter-to-Date           403,533           387,589           

384,020 381,448 383,024




(1) Represents a non-GAAP financial measure. See "Non-GAAP Financial Measures"
    for further details.


                                                       For the Three Months Ended
                               March 31,       December 31,     September 30,     June 30,      March 31,
(dollars in thousands)            2023             2022             2022            2022           2022
Selected Income Statement
Data
Interest Income               $     51,992    $       48,860   $        42,359   $   37,782    $     34,694
Interest Expense                    23,425            15,967             8,264        5,252           4,514
Net Interest Income                 28,567            32,893            34,095       32,530          30,180
Provision for Credit
Losses                                 625             1,500             1,500        3,025           1,675
Net Interest Income after
Provision for Credit
Losses                              27,942            31,393            32,595       29,505          28,505
Noninterest Income                   1,943             1,738             1,387        1,650           1,557
Noninterest Expense                 14,183            15,203            14,157       13,752          13,508
Income Before Income Taxes          15,702            17,928            19,825       17,403          16,554
Provision for Income Taxes           4,060             4,193             5,312        4,521           4,292
Net Income                          11,642            13,735            14,513       12,882          12,262
Preferred Stock Dividends          (1,013)           (1,014)           (1,013)      (1,014)         (1,013)
Net Income Available to
Common Shareholders           $     10,629    $       12,721   $        13,500   $   11,868    $     11,249


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Discussion and Analysis of Results of Operations

Net Income

Net income was $11.6 million for the first quarter of 2023, compared to net income of $12.3 million for the first quarter of 2022. Earnings per diluted common share for the first quarter of 2023 were $0.37, compared to $0.39 per diluted common share for the first quarter of 2022.

Net Interest Income



The Company's primary source of revenue is net interest income, which is
impacted by the level of interest earning assets and related funding sources, as
well as changes in the level of interest rates. The difference between the
average yield on earning assets and the average rate paid for interest bearing
liabilities is the net interest spread. Noninterest bearing sources of funds,
such as demand deposits and shareholders' equity, also support earning assets.
The impact of the noninterest bearing sources of funds is captured in the net
interest margin, which is calculated as net interest income divided by average
earning assets. Both the net interest margin and net interest spread are
presented on a tax-equivalent basis, which means that tax-free interest income
has been adjusted to pretax-equivalent income, assuming a 21% federal tax rate.
Management's ability to respond to changes in interest rates by using effective
asset-liability management techniques is critical to maintaining the stability
of the net interest margin and the momentum of the Company's primary source

of
earnings.

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  Table of Contents

Average Balances and Yields

The following tables present, for the three months ended March 31, 2023 and
2022, the average balances of each principal category of assets, liabilities and
shareholders' equity, and an analysis of net interest income. The average
balances are principally daily averages and, for loans, include both performing
and nonperforming balances. Interest income on loans includes the effects of net
deferred loan origination fees and costs accounted for as yield adjustments.
These tables are presented on a tax-equivalent basis, if applicable.

                                                               For the Three Months Ended
                                                  March 31, 2023                        March 31, 2022
                                          Average      Interest     Yield/      Average      Interest     Yield/
                                          Balance       & Fees       Rate       Balance       & Fees       Rate
(dollars in thousands)
Interest Earning Assets:
Cash Investments                        $    63,253    $     447      2.86 %  $    80,497    $      26      0.13 %
Investment Securities:

Taxable Investment Securities               574,242        5,958      4.21        373,021        2,255      2.45
Tax-Exempt Investment Securities (1)         29,803          330      4.49         71,591          779      4.41
Total Investment Securities                 604,045        6,288      4.22        444,612        3,034      2.77
Paycheck Protection Program Loans
(2)                                             999            2      1.00         18,140          563     12.58
Loans (1)(2)                              3,629,447       45,263      5.06      2,881,845       31,275      4.40
Total Loans                               3,630,446       45,265      5.06      2,899,985       31,838      4.45
Federal Home Loan Bank Stock                 25,962          372      5.81          5,680           54      3.84
Total Interest Earning Assets             4,323,706       52,372      4.91 %    3,430,774       34,952      4.13 %
Noninterest Earning Assets                   81,528                                83,024
Total Assets                            $ 4,405,234                           $ 3,513,798
Interest Bearing Liabilities:
Deposits:
Interest Bearing Transaction
Deposits                                $   461,372    $   2,780      2.44 %  $   566,279    $     597      0.43 %

Savings and Money Market Deposits         1,044,794        6,499      2.52 

      876,580          918      0.42
Time Deposits                               248,174        1,069      1.75        288,914          745      1.05
Brokered Deposits                           743,465        6,026      3.29        406,648          898      0.90

Total Interest Bearing Deposits           2,497,805       16,374      2.66 

    2,138,421        3,158      0.60
Federal Funds Purchased                     415,111        4,944      4.83         10,600            9      0.35
Notes Payable                                13,750          263      7.77              -            -         -
FHLB Advances                               128,222          861      2.72         42,500          150      1.43
Subordinated Debentures                      78,945          983      5.05         92,286        1,197      5.26

Total Interest Bearing Liabilities        3,133,833       23,425      3.03 %    2,283,807        4,514      0.80 %
Noninterest Bearing Liabilities:
Noninterest Bearing Transaction
Deposits                                    813,598                               822,488
Other Noninterest Bearing
Liabilities                                  54,270                                24,479
Total Noninterest Bearing
Liabilities                                 867,868                               846,967
Shareholders' Equity                        403,533                               383,024
Total Liabilities and Shareholders'
Equity                                  $ 4,405,234                           $ 3,513,798
Net Interest Income / Interest Rate
Spread                                                    28,947      1.88 %                    30,438      3.33 %
Net Interest Margin (3)                                               2.72 %                                3.60 %
Taxable Equivalent Adjustment:
Tax-Exempt Investment Securities and
Loans                                                      (380)                                 (258)
Net Interest Income                                    $  28,567                             $  30,180

Interest income and average rates for tax-exempt investment securities and (1) loans are presented on a tax-equivalent basis, assuming a federal income tax

rate of 21%.

(2) Average loan balances include nonaccrual loans. Interest income on loans

includes amortization of deferred loan fees, net of deferred loan costs.

Net interest margin includes the tax equivalent adjustment and represents the (3) annualized results of: (i) the difference between interest income on interest

earning assets and the interest expense on interest bearing liabilities,


    divided by (ii) average interest earning assets for the period.


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Interest Rates and Operating Interest Differential


Increases and decreases in interest income and interest expense result from
changes in average balances (volume) of interest earning assets and interest
bearing liabilities, as well as changes in average interest rates. The following
table presents the effect that these factors had on the interest earned on
interest earning assets and the interest incurred on interest bearing
liabilities. The effect of changes in volume is determined by multiplying the
change in volume by the previous period's average rate. Similarly, the effect of
rate changes is calculated by multiplying the change in average rate by the
previous period's volume. The changes not attributable specifically to either
volume or rate have been allocated to the changes due to volume. The following
table presents the changes in the volume and rate of interest bearing assets and
liabilities for the three months ended March 31, 2023, compared to the
three months ended March 31, 2022:

                                             Three Months Ended March 31, 2023
                                                       Compared with
                                             Three Months Ended March 31, 2022
                                                Change Due To:           Interest
(dollars in thousands)                     Volume            Rate        Variance
Interest Earning Assets:
Cash Investments                         $     (121)     $        542    $     421
Investment Securities:
Taxable Investment Securities                  2,088            1,615        3,703

Tax-Exempt Investment Securities               (462)               13      

(449)

Total Securities                               1,626            1,628      

3,254

Loans:


Paycheck Protection Program Loans               (43)            (518)      

 (561)
Loans                                          9,323            4,665       13,988
Total Loans                                    9,280            4,147       13,427
Federal Home Loan Bank Stock                     290               28          318
Total Interest Earning Assets            $    11,075     $      6,345    $  17,420

Interest Bearing Liabilities:

Interest Bearing Transaction Deposits    $     (632)     $      2,815    $ 

2,183


Savings and Money Market Deposits              1,046            4,535      

 5,581
Time Deposits                                  (175)              499          324
Brokered Deposits                              2,730            2,398        5,128
Total Deposits                                 2,969           10,247       13,216
Federal Funds Purchased                        4,818              117        4,935
Notes Payable                                    263                -          263
FHLB Advances                                    576              135          711
Subordinated Debentures                        (167)             (47)        (214)

Total Interest Bearing Liabilities             8,459           10,452      

18,911
Net Interest Income                      $     2,616     $    (4,107)    $ (1,491)

Comparison of Interest Income, Interest Expense, and Net Interest Margin



Net interest income was $28.6 million for the first quarter of 2023, a decrease
of $1.6 million, or 5.3%, compared to $30.2 million for the first quarter of
2022. The decrease in net interest income was primarily due to higher rates paid
on deposits and increased borrowings in the rising interest rate environment.

Net interest margin (on a fully tax-equivalent basis) for the first quarter of
2023 was 2.72%, an 88 basis point decrease from 3.60% in the first quarter of
2022. Core net interest margin (on a fully tax-equivalent basis), a non-GAAP
financial measure which excludes the impact of loan fees and PPP balances,
interest, and fees, for the first quarter of 2023 was 2.62%, a 72 basis point
decrease from 3.34% in the first quarter of 2022. The decline in the margin was
primarily due to higher funding costs and increased borrowings in the rising
interest rate environment, offset partially by higher earning asset yields.

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Average interest earning assets for the first quarter of 2023 increased $892.9
million, or 26.0%, to $4.32 billion, from $3.43 billion for the first quarter of
2022. This increase in average interest earning assets was primarily due to
continued organic growth in the loan portfolio and purchases of investment
securities, offset partially by the forgiveness of PPP loans and the reduction
of cash balances. Average interest bearing liabilities increased $850.0 million,
or 37.2%, to $3.13 billion for the first quarter of 2023, from $2.28 billion for
the first quarter of 2022. The increase in average interest bearing liabilities
was primarily due to an increase in savings and money market deposits, brokered
deposits and federal funds purchased.

Average interest earning assets produced a tax-equivalent yield of 4.91% for the
first quarter of 2023, compared to 4.13% for the first quarter of 2022. The
increase in the yield on interest earning assets was primarily due to growth and
repricing of the loan and securities portfolios in the rising interest rate
environment, offset partially by the lower recognition of PPP origination fees.
The average rate paid on interest bearing liabilities was 3.03% for the first
quarter of 2023, compared to 0.80% for the first quarter of 2022 primarily due
to the higher rates paid on deposits, the increased utilization of federal funds
purchased and FHLB advances, and drawing on the Company's line of credit in the
rising interest rate environment.

Interest Income. Total interest income, on a tax-equivalent basis, was $52.4
million for the first quarter of 2023, compared to $35.0 million for the first
quarter of 2022. The $17.4 million, or 49.8%, increase in total interest income
on a tax-equivalent basis was primarily due to strong organic growth in the loan
portfolio and continued purchases of investment securities.

Interest income on loans, on a tax-equivalent basis, was $45.3 million for the
first quarter of 2023, compared to $31.8 million for the first quarter of 2022.
The $13.4 million, or 42.2%, increase was primarily due to a 25.2% increase in
the average balance of loans outstanding from continued organic loan growth.

Loan interest income and loan fees remain the primary contributing factors to
the changes in the yield on interest earning assets. The aggregate loan yield,
excluding PPP loans, increased to 5.06% in the first quarter of 2023, which was
66 basis points higher than 4.40% in the first quarter of 2022. While loan fees
have historically maintained a relatively stable contribution to the aggregate
loan yield, the recent periods saw fewer loan prepayments, which historically
has accelerated the recognition of loan fees. Despite the decrease in fee
recognition, the Company is encouraged that the core loan yield continues to
rise as new loan originations and the existing portfolio reprice in the higher
rate environment.

The following table presents a summary of interest and fees recognized on loans, excluding PPP loans, for the periods indicated is as follows:



                                                            Three Months 

Ended


                   March 31, 2023      December 31, 2022      September 30, 2022      June 30, 2022      March 31, 2022
Interest                     4.95 %                 4.74 %                  4.42 %             4.17 %              4.15 %
Fees                         0.11                   0.12                    0.17               0.26                0.25
Yield on Loans,
Excluding PPP
Loans                        5.06 %                 4.86 %                  4.59 %             4.43 %              4.40 %


Interest Expense. Interest expense on interest bearing liabilities increased
$18.9 million, or 418.9%, to $23.4 million for the first quarter of 2023,
compared to $4.5 million for the first quarter of 2022. The cost of interest
bearing liabilities increased 223 basis points from 0.80% in the first quarter
of 2022 to 3.03% in the first quarter of 2023, primarily due to higher rates
paid on deposits and increased utilization of federal funds purchased and FHLB
advances in the rising interest rate environment.

Interest expense on deposits was $16.4 million for the first quarter of 2023, an
increase of $13.2 million, or 418.4%, from $3.2 million for the first quarter of
2022. The cost of total deposits increased 158 basis points from 0.43% in the
first quarter of 2022, to 2.01% in the first quarter of 2023, primarily due to
the upward repricing of the deposit portfolio in the higher interest rate
environment.

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Interest expense on borrowings was $7.1 million for the first quarter of 2023,
an increase of $5.7 million, or 419.9%, from $1.4 million for the first quarter
of 2022. This increase was primarily due to drawing on the Company's line of
credit and higher average balances of federal funds purchased and FHLB advances.

Provision for Credit Losses



On January 1, 2023, the Company adopted ASU No. 2016-13 "Financial Instruments -
Credit Losses (Topic 326): Measurement of Credit Losses of Financial
Instruments," more commonly referred to as "CECL." Upon adoption of CECL, the
Company's allowance for credit losses on loans increased $650,000 and the
allowance on off-balance sheet credit exposures increased $4.9 million. The
tax-effected impact of these two items totaled $3.9 million and was recorded as
an adjustment to retained earnings as of January 1, 2023.

The provision for credit losses on loans was $1.5 million for the first quarter
of 2023, compared to $1.7 million for the first quarter of 2022. The provision
recorded in the first quarter of 2023 was primarily attributable to the more
moderated growth of the loan portfolio. The allowance for credit losses on loans
to total loans was 1.36% at March 31, 2023, compared to 1.40% at March 31, 2022.

The following table presents a summary of the activity in the allowance for credit losses on loans for the periods indicated:



                                  Three Months Ended
                                      March 31,
(dollars in thousands)             2023         2022
Balance at Beginning of Period  $   47,996    $ 40,020
Impact of Adopting CECL                650           -
Provision for Credit Losses          1,500       1,675
Charge-offs                            (4)        (15)
Recoveries                               6          12
Balance at End of Period        $   50,148    $ 41,692
The provision for credit losses on off-balance sheet credit exposures was a
negative provision of ($875,000) for the first quarter of 2023 and zero for the
first quarter of 2022. The negative provision for the first quarter of 2023 was
due to a reduction in outstanding unfunded commitments primarily attributable to
the migration to funded loans. The allowance for credit losses on off-balance
sheet credit exposures was $4.3 million at March 31, 2023, compared to $360,000
at December 31, 2022.

The following table presents a summary of the activity in the provision for credit losses for the periods indicated:

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