Note 8 — Borrowings and Subordinated Debentures

At September 30, 2023, the Bank had $50.0 million of overnight advances and $112.5 million of term advances at the FHLB with a weighted average interest rate of 5.77% and 2.77%, respectively. At December 31, 2022, the Bank had $250.0 million of overnight advances and $100.0 million of term advances at the FHLB with a weighted average rate of 4.65% and 0.87%, respectively. Interest expense on borrowings for the three months ended September 30, 2023 and 2022 was $0.8 million and $0.3 million, respectively. Interest expense on borrowings for the nine months ended September 30, 2023 and 2022 was $4.8 million and $1.1 million, respectively.

The Bank maintains a secured credit facility with the FHLB, allowing the Bank to borrow on an overnight and term basis. The Bank had $2.41 billion and $1.99 billion of loans pledged as collateral with the FHLB as of September 30, 2023 and December 31, 2022, respectively. The remaining available borrowing capacity was $1.32 billion and $1.07 billion at September 30, 2023 and December 31, 2022, respectively.

The Bank also had securities with market values of $24.7 million and $23.4 million at September 30, 2023 and December 31, 2022, respectively, pledged with the FRB, which provided $23.9 million and $22.0 million in available borrowing capacity through the Fed Discount Window and the BTFP of September 30, 2023 and December 31, 2022, respectively.

On August 20, 2021, the Company issued $110.0 million of Fixed-to-Floating Subordinated Notes (“2031 Notes”) with a maturity date of September 1, 2031. The 2031 Notes have an initial fixed interest rate of 3.75% per annum, payable semiannually in arrears on March 1 and September 1 of each year, up to but excluding September 1, 2026. From and including September 1, 2026 and thereafter, the 2031 Notes will bear interest at a floating rate per annum equal to the Benchmark rate (which is expected to be the Three-Month Term SOFR) plus 310 basis points, payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year. If the then current three-month term SOFR rate is less than zero, the three-month SOFR will be deemed to be zero. Debt issuance cost was $2.1 million, which is being amortized through the 2031 Notes’ maturity date. At September 30, 2023 and December 31, 2022, the balance of the 2031 Notes included in the Company’s Consolidated Balance Sheet, net of issuance cost, was $108.3 million and $108.2 million, respectively.

The Company issued $100.0 million of Fixed-to-Floating Subordinated Notes (“2027 Notes”) on March 21, 2017, with a maturity on March 30, 2027. The 2027 Notes had an initial fixed interest rate of 5.45% per annum. From and including March 30, 2022 and thereafter, the 2027 Notes would have interest at a floating rate equal to the then current three-month LIBOR, as calculated on each applicable date of determination, plus 3.315% payable quarterly.

On March 30, 2022, the Company redeemed its 2027 Notes. A portion of the redemption was funded with the proceeds from the Company’s 2021 subordinated debt offering. The redemption price for each of the 2027 Notes equaled 100% of the outstanding principal amount redeemed, plus any accrued and unpaid interest thereon. All interest accrued on the 2027 Notes ceased to accrue on and after March 30, 2022. Upon the redemption, the Company recognized a pre-tax charge of $1.1 million for the remaining unamortized debt issuance costs associated with the 2027 Notes.

The Company assumed Junior Subordinated Deferrable Interest Debentures (“Subordinated Debentures”) as a result of an acquisition in 2014 with an unpaid principal balance of $26.8 million and an estimated fair value of $18.5 million. The $8.3 million discount is being amortized to interest expense through the debentures’ maturity date of March 15, 2036. A trust was formed in 2005 which issued $26.0 million of Trust Preferred Securities (“TPS”) at a 6.26% fixed rate for the first five years and a variable rate of three-month LIBOR plus 140 basis points thereafter and invested the proceeds in the Subordinated Debentures. The rate on the TPS at September 30, 2023 was 7.07%. Beginning September 15, 2023, the variable rate on the TPS changed to three-month SOFR plus approximately 166 basis points, representing the credit spread of 140 basis points and an approximate 26 basis point adjustment to convert three-month LIBOR to three-month SOFR. The TPS will be subject to mandatory redemption if the Subordinated Debentures are repaid by the Company. Interest is payable quarterly, and the Company has the option to defer interest payments on the Subordinated Debentures from time to time for a period not to exceed five consecutive years. At September 30, 2023 and December 31, 2022, the balance of Subordinated Debentures included in the Company’s Consolidated Balance Sheets, net of discount of $5.2 million and $5.6 million, was $21.6 million and $21.2 million, respectively. The amortization of discount was $106,000 and $104,000 for the three months ended September 30, 2023 and 2022, respectively and $314,000 and $308,000 for the nine months ended September 30, 2023 and 2022, respectively.