UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended ~~September 30, 2019~~March 31, 2020

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

Commission File Number: 001-39036

ALERUS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	45-0375407
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)

401 Demers Avenue
Grand Forks, ND	58201
(Address of principal executive offices)	(Zip Code)

(701) 795‑3200

(Registrant’s telephone number, including area code)

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


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, par value $1.00 per share	ALRS	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐☒ No ☒☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting ~~company~~ company��☐

Emerging growth company ☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock outstanding at ~~November 7, 2019~~May 8, 2020 was ~~17,049,439.~~17,105,668.

Table of Contents

Alerus Financial Corporation and Subsidiaries

Table of Contents

		Page
Part 1	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	1
	Consolidated Balance Sheets (Unaudited) as of ~~September 30, 2019 (Unaudited)~~March 31, 2020 and December 31, ~~2018~~2019	1
	Consolidated Statements of Income (Unaudited) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	2
	Consolidated Statements of Comprehensive Income (Unaudited) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	3
	Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	4
	Consolidated Statements of Cash Flows (Unaudited) for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	5
	Notes to Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3935
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6157
Item 4.	Controls and Procedures	6359

Part 2	OTHER INFORMATION
Item 1.	Legal Proceedings	6359
Item 1A.	Risk Factors	6360
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6361
Item 3.	Defaults Upon Senior Securities	6461
Item 4.	Mine Safety Disclosures	6462
Item 5.	Other Information	6462
Item 6.	Exhibits	6563

Signatures		6664

Table of Contents

PART 1. FINANCIAL INFORMATION

Item 1 - Financial Statements

Alerus Financial Corporation and Subsidiaries

Consolidated Balance Sheets (Unaudited)


	September 30,		December 31,		March 31,		December 31,
(dollars and shares in thousands, except per share data)	2019		2018		2020		2019
Assets
Cash and cash equivalents	$	61,174	$	40,651	$	198,489	$	144,006
Investment securities, at fair value
Trading		—		1,539
Available-for-sale		278,716		250,174		354,149		310,350
Equity		2,675		3,165		—		2,808
Loans held for sale		66,021		14,486		72,258		46,846
Loans held for branch sale		—		32,031
Loans		1,686,087		1,701,850		1,758,277		1,721,279
Allowance for loan losses		(22,984)		(22,174)		(27,019)		(23,924)
Net loans		1,663,103		1,679,676		1,731,258		1,697,355
Land, premises and equipment, net		21,150		21,743		20,372		20,629
Operating lease right-of-use assets		8,877		—		7,965		8,343
Accrued interest receivable		7,412		7,645		7,425		7,551
Bank-owned life insurance		31,364		30,763		31,763		31,566
Goodwill		27,329		27,329		27,329		27,329
Other intangible assets		19,382		22,473		17,401		18,391
Servicing rights		4,146		4,623		3,277		3,845
Deferred income taxes, net		7,695		10,085		6,185		7,891
Other assets		29,267		32,687		34,207		29,968
Total assets	$	2,228,311	$	2,179,070	$	2,512,078	$	2,356,878
Liabilities and Stockholders’ Equity
Deposits
Noninterest-bearing	$	537,951	$	550,640	$	608,559	$	577,704
Interest-bearing		1,295,162		1,224,456		1,512,955		1,393,612
Total deposits		1,833,113		1,775,096		2,121,514		1,971,316
Deposits held for sale		—		24,197
Short-term borrowings		—		93,460
Long-term debt		58,775		58,824		58,762		58,769
Operating lease liabilities		9,401		—		8,480		8,864
Accrued expenses and other liabilities		45,619		30,539		29,714		32,201
Total liabilities		1,946,908		1,982,116		2,218,470		2,071,150
Commitments and contingent liabilities ESOP-owned shares		—		34,494
Stockholders’ equity
Preferred stock, $1 par value, 2,000,000 shares authorized: 0 issued and outstanding		—		—		—		—
Common stock, $1 par value, 30,000,000 shares authorized: 17,049,493 and 13,775,327 issued and outstanding		17,049		13,775
Common stock, $1 par value, 30,000,000 shares authorized: 17,105,668 and 17,049,551 issued and outstanding						17,106		17,050
Additional paid-in capital		88,230		27,743		88,703		88,650
Retained earnings		173,039		159,037		180,650		178,092
Accumulated other comprehensive income (loss)		3,085		(3,601)		7,149		1,936
Total stockholders’ equity		281,403		196,954		293,608		285,728
Less ESOP-owned shares		—		(34,494)
Total stockholders’ equity net ESOP-owned shares		281,403		162,460
Total liabilities and stockholders’ equity	$	2,228,311	$	2,179,070	$	2,512,078	$	2,356,878

See accompanying notes to consolidated financial statements (unaudited)

Table of Contents

Alerus Financial Corporation and Subsidiaries

Consolidated Statements of Income (Unaudited)


	Three months ended				Nine months ended				Three months ended
	September 30,				September 30,				March 31,
(dollars and shares in thousands, except per share data)	2019		2018		2019		2018		2020		2019
Interest Income
Loans, including fees	$	21,886	$	20,576	$	65,171	$	59,594	$	20,542	$	21,573
Investment securities
Taxable		1,374		1,129		4,021		3,475		1,759		1,309
Exempt from federal income taxes		163		301		618		927		235		244
Other		202		191		603		475		570		184
Total interest income		23,625		22,197		70,413		64,471		23,106		23,310
Interest Expense
Deposits		3,506		1,790		9,802		4,481		3,392		2,748
Short-term borrowings		539		575		1,805		1,331		—		531
Long-term debt		899		903		2,714		2,688		877		911
Total interest expense		4,944		3,268		14,321		8,500		4,269		4,190
Net interest income		18,681		18,929		56,092		55,971		18,837		19,120
Provision for loan losses		1,498		1,530		5,515		7,080		2,500		2,220
Net interest income after provision for loan losses		17,183		17,399		50,577		48,891		16,337		16,900
Noninterest Income
Retirement and benefit services		15,307		15,536		46,142		46,873		16,220		15,059
Wealth management		3,896		3,685		11,385		10,948		4,046		3,611
Mortgage banking		8,135		5,318		19,739		13,551		5,045		4,569
Service charges on deposit accounts		447		442		1,321		1,333		423		444
Net gains (losses) on investment securities		48		13		357		119		—		127
Other		1,747		1,264		5,694		3,784		1,455		1,264
Total noninterest income		29,580		26,258		84,638		76,608		27,189		25,074
Noninterest Expense
Compensation		20,041		17,873		54,997		50,906		18,731		16,813
Employee benefits		4,600		4,314		15,188		13,606
Employee taxes and benefits										5,308		5,428
Occupancy and equipment expense		2,700		2,698		8,086		8,215		2,755		2,745
Business services, software and technology expense		4,224		3,731		12,044		10,467		4,444		3,798
Intangible amortization expense		990		1,196		3,091		3,588		990		1,051
Professional fees and assessments		1,051		1,628		3,146		3,734		1,040		1,066
Marketing and business development		890		856		2,024		2,439		610		427
Supplies and postage		631		611		2,027		1,902		703		733
Travel		435		382		1,335		1,252		261		502
Mortgage and lending expenses		751		437		1,966		1,597		1,043		446
Other		1,014		610		2,198		2,708		841		505
Total noninterest expense		37,327		34,336		106,102		100,414		36,726		33,514
Income before income taxes		9,436		9,321		29,113		25,085		6,800		8,460
Income tax expense		2,332		1,951		7,225		5,252		1,437		2,024
Net income	$	7,104	$	7,370	$	21,888	$	19,833	$	5,363	$	6,436
Per Common Share Data
Basic earnings per common share	$	0.49	$	0.53	$	1.53	$	1.44	$	0.31	$	0.47
Diluted earnings per common share	$	0.48	$	0.52	$	1.49	$	1.41	$	0.30	$	0.46
Dividends declared per common share	$	0.14	$	0.13	$	0.42	$	0.39	$	0.15	$	0.14
Average common shares outstanding		14,274		13,777		13,957		13,759		17,070		13,781
Diluted average common shares outstanding		14,626		14,071		14,317		14,060		17,405		14,078

See accompanying notes to consolidated financial statements (unaudited)

Table of Contents

Alerus Financial Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Unaudited)


	Three months ended				Nine months ended				Three months ended
	September 30,				September 30,				March 31,
(dollars in thousands)	2019		2018		2019		2018		2020		2019
Net Income	$	7,104	$	7,370	$	21,888	$	19,833	$	5,363	$	6,436
Other Comprehensive Income, Net of Tax
Other Comprehensive Income (Loss), Net of Tax
Unrealized gains (losses) on available-for-sale securities		2,187		(1,351)		9,307		(5,978)		6,959		3,150
Reclassification adjustment for losses (gains) realized in income		(49)		(13)		(379)		(135)		—		(113)
Total other comprehensive income (loss), before tax		2,138		(1,364)		8,928		(6,113)		6,959		3,037
Income tax expense (benefit) related to items of other comprehensive income		538		(342)		2,242		(1,534)		1,746		762
Other comprehensive income (loss), net of tax		1,600		(1,022)		6,686		(4,579)		5,213		2,275
Total comprehensive income	$	8,704	$	6,348	$	28,574	$	15,254	$	10,576	$	8,711

See accompanying notes to consolidated financial statements (unaudited)

Table of Contents

Alerus Financial Corporation and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

Three months ended September 30, 2019

Accumulated

Additional

Other

ESOP-

Common

Paid-in

Retained

Comprehensive

Owned

(dollars in thousands)

Stock

Capital

Earnings

Income (Loss)

Shares

Total
Balance as of June 30, 2019

$
13,816

$
28,676

$
169,788

$
1,485

$
(34,494)

$
179,271
Net income

—

—

7,104

—

—

7,104
Other comprehensive income (loss)

—

—

—

1,600

—

1,600
Common stock repurchased

(77)

(275)

(1,489)

—

—

(1,841)
Common stock dividends

—

—

(2,364)

—

—

(2,364)
ESOP repurchase obligation termination

—

—

—

—

34,494

34,494
Initial public offering of 3,289,000 shares of common stock net of issuance costs

3,289

59,515

—

—

—

62,804
Stock-based compensation expense

—

335

—

—

—

335
Vesting of restricted stock

21

(21)

—

—

—

—
Balance as of September 30, 2019

$
17,049

$
88,230

$
173,039

$
3,085

$
—

$
281,403


	Three months ended March 31, 2020
							Accumulated
			Additional				Other		ESOP-
	Common		Paid-in		Retained		Comprehensive		Owned
(dollars and shares in thousands)	Stock		Capital		Earnings		Income (Loss)		Shares		Total
Balance as of December 31, 2019	$	17,050	$	88,650	$	178,092	$	1,936	$	—	$	285,728
Net income		—		—		5,363		—		—		5,363
Other comprehensive income (loss)		—		—		—		5,213		—		5,213
Common stock repurchased		(15)		(111)		(210)		—		—		(336)
Common stock dividends		—		—		(2,595)		—		—		(2,595)
Share‑based compensation expense		—		235		—		—		—		235
Vesting of restricted stock		71		(71)		—		—		—		—
Balance as of March 31, 2020	$	17,106	$	88,703	$	180,650	$	7,149	$	—	$	293,608

Nine months ended September 30, 2019

Accumulated

Additional

Other

ESOP-

Common

Paid-in

Retained

Comprehensive

Owned

(dollars in thousands)

Stock

Capital

Earnings

Income (Loss)

Shares

Total
Balance as of December 31, 2018

$
13,775

$
27,743

$
159,037

$
(3,601)

$
(34,494)

$
162,460
Net income

—

—

21,888

—

—

21,888
Other comprehensive income (loss)

—

—

—

6,686

—

6,686
Common stock repurchased

(82)

(291)

(1,574)

—

—

(1,947)
Common stock dividends

—

—

(6,312)

—

—

(6,312)
ESOP repurchase obligation termination

—

—

—

—

34,494

34,494
Initial public offering of 3,289,000 shares of common stock net of issuance costs

3,289

59,515

—

—

—

62,804
Stock-based compensation expense

13

1,317

—

—

—

1,330
Vesting of restricted stock

54

(54)

—

—

—

—
Balance as of September 30, 2019

$
17,049

$
88,230

$
173,039

$
3,085

$
—

$
281,403

Three months ended September 30, 2018

Accumulated

Additional

Other

ESOP-

Common

Paid-in

Retained

Comprehensive

Owned

(dollars in thousands)

Stock

Capital

Earnings

Income (Loss)

Shares

Total
Balance as of June 30, 2018

$
13,778

$
26,664

$
149,541

$
(4,617)

$
(31,491)

$
153,875
Net income

—

—

7,370

—

—

7,370
Other comprehensive income (loss)

—

—

—

(1,022)

—

(1,022)
Common stock repurchased

(2)

(6)

(32)

—

—

(40)
Common stock dividends

—

—

(1,829)

—

—

(1,829)
Net change in fair value of ESOP shares

—

—

—

—

(3,003)

(3,003)
Stock-based compensation expense

—

237

—

—

—

237
Vesting of restricted stock

—

—

—

—

—

—
Balance as of September 30, 2018

$
13,776

$
26,895

$
155,050

$
(5,639)

$
(34,494)

$
155,588


	Nine months ended September 30, 2018												Three months ended March 31, 2019
							Accumulated												Accumulated
			Additional				Other		ESOP-						Additional				Other		ESOP-
	Common		Paid-in		Retained		Comprehensive		Owned				Common		Paid-in		Retained		Comprehensive		Owned
(dollars in thousands)	Stock		Capital		Earnings		Income (Loss)		Shares		Total
Balance as of December 31, 2017	$	13,699	$	26,040	$	140,986	$	(1,131)	$	(31,491)	$	148,103
(dollars and shares in thousands)													Stock		Capital		Earnings		Income (Loss)		Shares		Total
Balance as of December 31, 2018													$	13,775	$	27,743	$	159,037	$	(3,601)	$	(34,494)	$	162,460
Net income		—		—		19,833		—		—		19,833		—		—		6,436		—		—		6,436
Adjustment for adoption of ASU 2016-01		—		—		(71)		71		—		—
Other comprehensive income (loss)		—		—		—		(4,579)		—		(4,579)		—		—		—		2,275		—		2,275
Common stock repurchased		(11)		(39)		(212)		—		—		(262)		(4)		(14)		(71)		—		—		(89)
Common stock dividends		—		—		(5,486)		—		—		(5,486)		—		—		(1,973)		—		—		(1,973)
Net change in fair value of ESOP shares		—		—		—		—		(3,003)		(3,003)		—		—		—		—		—		—
Stock-based compensation expense		11		971		—		—		—		982
Share‑based compensation expense														—		346		—		—		—		346
Vesting of restricted stock		77		(77)		—		—		—		—		30		(30)		—		—		—		—
Balance as of September 30, 2018	$	13,776	$	26,895	$	155,050	$	(5,639)	$	(34,494)	$	155,588
Balance as of March 31, 2019													$	13,801	$	28,045	$	163,429	$	(1,326)	$	(34,494)	$	169,455

See accompanying notes to consolidated financial statements (unaudited)

Table of Contents

Alerus Financial Corporation and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)


	Nine months ended				Three months ended
	September 30,				March 31,
(dollars in thousands)	2019		2018		2020		2019
Operating Activities
Net income	$	21,888	$	19,833	$	5,363	$	6,436
Adjustments to reconcile net income to net cash provided (used) by operating activities
Deferred income taxes		149		(1,907)		(40)		480
Provision for loan losses		5,515		7,080		2,500		2,220
Depreciation and amortization		6,503		6,591		2,075		2,054
Amortization and accretion of premiums/discounts on investment securities		832		1,227		305		280
Amortization of operating lease right-of-use assets						(6)		6
Stock-based compensation		1,330		982		235		346
Increase in value of bank-owned life insurance		(601)		(602)		(197)		(196)
Realized loss (gain) on sale of branch		(1,544)		—
Realized loss (gain) on sale of fixed assets		(541)		—
Realized loss (gain) on forward sale derivatives		(7)		—		—		(11)
Realized loss (gain) on rate lock commitments		12		(24)		—		12
Realized loss (gain) on sale of foreclosed assets		(120)		187		(63)		(57)
Realized loss (gain) on sale of investment securities		(379)		(135)		—		(113)
Realized loss (gain) on servicing rights		(213)		(497)		381		(67)
Net change in:
Securities held for trading		1,539		51		—		1,539
Loans held for sale		(51,535)		(9,734)		(25,412)		(13,069)
Accrued interest receivable		151		(993)		126		(332)
Other assets		3,287		6,707		(4,038)		2,657
Accrued expenses and other liabilities		15,666		(1,417)		(2,395)		(3,584)
Net cash provided (used) by operating activities		1,932		27,349		(21,166)		(1,399)
Investing Activities
Proceeds from sales of investment securities available-for-sale		32,565		2,466
Proceeds from sales or calls of investment securities available-for-sale						4,000		4,763
Proceeds from maturities of investment securities available-for-sale		27,818		26,120		9,003		10,282
Purchases of investment securities available-for-sale		(80,450)		(10,493)		(50,148)		(17,901)
Net (increase) decrease in equity securities		490		2,698		2,808		248
Net (increase) decrease in loans		14,213		(153,475)		(36,637)		(10,368)
Proceeds from sale of branch		10,379		—
Proceeds from sale of fixed assets		875		—		—		—
Purchases of premises and equipment		(2,450)		(2,314)		(689)		(1,366)
Proceeds from sales of foreclosed assets		1,006		687		96		254
Net cash provided (used) by investing activities		4,446		(134,311)		(71,567)		(14,088)
Financing Activities
Net increase (decrease) in deposits		53,241		(17,253)		150,198		103,201
Net increase (decrease) in short-term borrowings		(93,460)		43,930		—		(81,410)
Repayments of long-term debt		(181)		(128)		(51)		(45)
Cash dividends paid on common stock		(6,312)		(5,486)		(2,595)		(1,973)
Repurchase of common stock		(1,947)		(262)		(336)		(89)
Proceeds from the issuance of common stock in initial public offering net of issuance costs		62,804		—
Net cash provided (used) by financing activities		14,145		20,801		147,216		19,684
Net change in cash and cash equivalents		20,523		(86,161)		54,483		4,197
Cash and cash equivalents at beginning of period		40,651		121,998		144,006		40,651
Cash and cash equivalents at end of period	$	61,174	$	35,837	$	198,489	$	44,848

See accompanying notes to consolidated financial statements (unaudited)

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	Nine months ended				Three months ended
	September 30,				March 31,
Supplemental Cash Flow Disclosures	2019		2018		2020		2019
Cash paid for:
Interest	$	13,162	$	7,692	$	4,128	$	3,290
Income taxes		5,550		3,030		—		103
Non-cash information
Loan collateral transferred to foreclosed assets		766		661		234		142
Unrealized gain (loss) on investment securities available-for-sale		6,686		(4,579)		5,213		2,275
Initial recognition of operating lease right-of-use assets		10,475		—		—		10,000
Initial recognition of operating lease liabilities		10,996		—		—		10,521
Change in fair value of ESOP shares		—		(3,003)
ESOP repurchase obligation termination		34,494		—
Right-of-use assets obtained in exchange for new operating leases.						183		—

See accompanying notes to consolidated financial statements (unaudited)

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Alerus Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 1 Significant Accounting Policies

Organization

Alerus Financial Corporation is a financial holding company organized under the laws of the state of Delaware. Alerus Financial Corporation, ~~(the “Company”)~~or the Company, and its subsidiaries is a diversified financial services company headquartered in Grand Forks, North Dakota. Through its subsidiary, Alerus Financial, National Association, ~~(the “Bank”),~~or the Bank, the Company provides innovative and comprehensive financial solutions to businesses and consumers through four distinct business lines—banking, retirement and benefit services, wealth management, and mortgage.

Initial Public Offering

On September 17, 2019, the Company sold 2,860,000 shares of common stock in its initial public offering. On September 25, 2019, the Company sold an additional 429,000 shares of common stock pursuant to the exercise in full, by the underwriters, of their option to purchase additional shares. The aggregate offering price for the shares sold by the Company was $69.1 million, and after deducting $4.7 million of underwriting discounts and $1.6 million of offering expenses paid to third parties, the Company received total net proceeds of $62.8 million.

Basis of Presentation

The accompanying unaudited consolidated financial statements and notes thereto of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, ~~(“SEC”)~~or SEC, and conform to practices within the banking industry and include all of the information and disclosures required by generally accepted accounting principles in the United States of America, ~~(“GAAP”)~~or GAAP, for interim financial reporting. The accompanying unaudited consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of financial results for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results for the full year or any other period. The Company has also evaluated all subsequent events for potential recognition and disclosure through the date of the filing of this Quarterly Report on Form 10-Q. These interim unaudited financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto as of and for the year ended December 31, ~~2018,~~2019, included in the Company’s ~~prospectus~~Annual Report on Form 10-K filed with the SEC on ~~September 13, 2019, pursuant to Rule 424(b)(4) under the Securities Act of 1933.~~March 26, 2020.

Principles of Consolidation

The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company’s principal operating subsidiary is the Bank.

In the normal course of business, the Company may enter into a transaction with a variable interest entity, ~~(“VIE”).~~or VIE. VIE’s are legal entities whose investors lack the ability to make decisions about the entity’s activities, or whose equity investors do not have the right to receive the residual returns of the entity. The applicable accounting guidance requires the Company to perform ongoing quantitative and qualitative analysis to determine whether it must consolidate any VIE. The Company does not have any ownership interest in, or exert any control, over any VIE, and thus no VIE’s are included in the consolidated financial statements.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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Material estimates that are particularly susceptible to significant change in the near term include the valuation of investment securities, determination of the allowance for loan losses, valuation of reporting units for the purpose of testing goodwill and other intangible assets for impairment, valuation of deferred tax assets, and fair values of financial instruments.

Reclassifications

Certain items previously reported have been reclassified to conform to the current period’s reporting format. Such reclassifications did not affect net income or stockholders’ equity.

Other Information

On March 11, 2020, the World Health Organization declared the spread of Coronavirus Disease 2019, or COVID-19, a worldwide pandemic. The COVID-19 pandemic is having significant effects on global markets, supply chains, businesses, and communities. Specific to the Company, COVID-19 is expected to impact various parts of its 2020 operations and financial results, including, but not limited to, additional loan loss reserves, costs for emergency preparedness, or potential shortages of personnel. Management believes the Company is taking appropriate actions to mitigate, to the extent possible, the negative impact. However, the full impact of COVID-19 is currently unknown and cannot be reasonably estimated as the events are continuing to unfold as the year progresses.

In March 2020, various regulatory agencies, including the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation, or the agencies, issued an interagency statement on loan modifications and reporting for financial institutions working with customers affected by COVID-19. The interagency statement was effective immediately and impacted accounting loan modifications. Under Accounting Standards Codification 310-40, “Receivables – Troubled Debt Restructurings by Creditors,” or ASC 310-40, a restructuring of debt constitutes a troubled debt restructuring, or 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 Financial Accounting Standards Boards, or 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 (e.g., six months) 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. This interagency guidance is expected to have a material impact on the Company’s financial statements for disclosure of the impact to date.

Emerging Growth Company

The Company qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, ~~(the “JOBS Act”),~~or the JOBS Act, and may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, even if the Company complies with the greater obligations of public companies that are not emerging growth companies, the Company may avail itself of the reduced requirements applicable to emerging growth companies from time to time in the future, so long as the Company is an emerging growth company. The Company will continue to be an emerging growth company until the earliest to occur of: (1) the end of the fiscal year following the fifth anniversary of the date of the first sale of common equity securities under the Company’s Registration Statement on Form S-1, which was declared effective by the SEC on September 12, 2019; (2) the last day of the fiscal year in which the Company has $1.07 billion or more in annual revenues; (3) the date on which the Company is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, ~~(the~~or the “Exchange Act”); or (4) the date on which the Company has, during the previous three-year period, issued publicly or privately, more than $1.0 billion in non-convertible debt securities. Management cannot predict if investors will find the Company’s common stock less attractive because it will rely on these exemptions. If some investors find the Company’s common stock less attractive as a result, there may be a less active trading market for its common stock and the Company’s stock price may be more volatile.

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Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to take advantage of the benefits of this extended transition period.

NOTE 2 Recent Accounting Pronouncements

The following FASB Accounting Standards Updates, ~~(“ASUs”)~~or ASUs, are divided into pronouncements which have been adopted by the Company since January 1, ~~2019,~~2020, and those which are not yet effective and have been evaluated or are currently being evaluated by management as of ~~September 30, 2019.~~March 31, 2020.

Adopted Pronouncements

In February 2016, the FASB issued ASU No. 2016‑02, “Leases.” Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short‑term leases): 1) a lease liability, which is the present value of a lessee’s obligation to make lease payments, and 2) a right‑of‑use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessor accounting under the new guidance remains largely unchanged as it is substantially equivalent to existing guidance for sales‑type leases, direct financing leases, and operating leases. Leveraged leases have been eliminated, although lessors can continue to account for existing leveraged leases using the current accounting guidance. Other limited changes were made to align lessor accounting with the lessee accounting model and the new revenue recognition standard. All entities will classify leases to determine how to recognize lease‑related revenue and expense. Quantitative and qualitative disclosures will be required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The intention is to require enough information to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities. ASU No. 2016‑02 is effective for interim and annual reporting periods beginning after December 15, 2018.

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All entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. As the Company elected the transition option provided in ASU No. 2018‑11, the modified retrospective approach was applied on January 1, 2019. The Company also elected certain relief options offered in ASU 2016‑02 including the package of practical expedients, the option not to separate lease and non‑lease components and instead to account for them as a single lease component, and the option not to recognize right‑of‑use assets and lease liabilities that arise from short‑term leases (i.e., leases with terms of twelve months or less). The Company did not elect the hindsight practical expedient, which allows entities to use hindsight when determining lease term and impairment of right‑of‑use assets. The Company has several lease agreements, such as branch locations, which are considered operating leases, and therefore, were not previously recognized on the Company’s consolidated balance sheets. The new guidance requires these lease agreements to be recognized on the consolidated balance sheets as a right‑of‑use asset and a corresponding lease liability. The new guidance did not have a material impact on the consolidated statements of income or the consolidated statements of cash flows. See “NOTE 7 Leases” for more information.

~~In March~~ 2017, the FASB issued ASU No. ~~2017‑08, Premium Amortization on Purchased Callable Debt Securities.~~2017-04, Simplifying the Test for Goodwill Impairment. This ASU ~~shortens~~removes Step 2 of the ~~amortization period~~goodwill impairment test, which requires a hypothetical purchase price allocation. Under the amended guidance, a goodwill impairment charge will now be recognized for the ~~premium on certain purchased callable debt securities to~~amount by which the earliest call date. Currently, entities generally amortize the premium as an adjustment of yield over the contractual life of the security. ASU 2017‑08 does not change the accounting for purchased callable debt securities held at a discount as the discount will continue to be accreted to maturity. ASU 2017‑08 is effective for public business entities for the interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. The guidance calls for a modified retrospective transition approach under which a cumulative‑effect adjustment will be made to retained earnings as of the beginning of the first reporting period in which ASU 2017‑08 is adopted. The Company elected to early adopt this standard as of January 1, 2019, and has evaluated the provisions of ASU 2017‑08 and determined there is no impact on its consolidated financial statements.

In August 2017, the FASB issued ASU No. 2017‑12, “Targeted Improvements to Accounting for Hedging Activities.” This ASU’s objectives are to (1) improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activities; and (2) reduce the complexity of and simplify the application of hedge accounting by preparers. ASU No. 2017‑12 is effective for interim and annual reporting periods beginning after December 15, 2018. The Company currently does not designate any derivative financial instruments as formal hedging relationships, and therefore, does not currently utilize hedge accounting. As such, ASU No. 2017‑12 did not impact the Company’s consolidated financial statements.

~~In September 2018, the FASB issued ASU No. 2018‑07, Compensation (Topic 718): Improvements to Nonemployee Share‑Based Payment Accounting. This ASU has been issued as part~~carrying value of a ~~simplification initiative which will expand the scope of Topic 718~~reporting unit exceeds its estimated fair value, not to include share‑based payment transactions for the acquiring of goods and services from non‑employees and expands the scope through the amendments to address and improve aspects of the accounting for non‑employee share‑based payment transactions. The amendments will be effective for public business entities for interim and annual reporting periods beginning after December 15, 2018. The Company elected to early adopt ASU 2018‑07 effective January 1, 2019, and has evaluated the provisions of ASU 2018‑07 and determined there was no significant impact on its consolidated financial statements.

~~Pronouncements Not Yet Effective~~

In September 2016, the FASB issued ASU No. 2016‑13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU requires a new impairment model known as the current expected credit loss (“CECL”) which significantly changes the way impairment of financial instruments is recognized by requiring immediate recognition of estimated credit losses expected to occur over the remaining life of financial instruments. The main provisions of ASU 2016‑13 include (1) replacing the “incurred cost” approach under GAAP with an “expected loss” model for instruments measured at amortized cost, (2) requiring entities to record an allowance for credit losses related to available‑for‑sale debt securities rather than a direct write‑down ofexceed the carrying amount of ~~the investments, as is required by the other‑than‑temporary impairment model under current GAAP, and (3) a simplified accounting model for purchase credit‑impaired debt securities and loans.~~goodwill. For public business entities that are

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~~U.S.~~ US Securities and Exchange Commission filers, ASU ~~2016‑13~~2017-04, is effective for interim and annual reporting periods beginning after December 15, 2019. For all other public business entities ASU 2016‑13 is effective for interim and annual reporting periods beginning after December 15, 2020. As an emerging growth company, ASU 2016‑13 is effective for interim and annual reporting periods beginning after December 15, 2021, although early adoption is permitted. The Company ~~is currently evaluating~~adopted ASU 2017-04 effective January 1, 2020, the ~~potential~~new guidance did not have an impact ~~of ASU 2016‑13~~ on ~~its~~the Company’s consolidated financial statements. On July 17, 2019, the FASB voted to issue a proposal for public comment that would potentially result in a postponement of the required implementation date for ASU 2016‑13, and on October 16, 2019, the FASB approved delaying the implementation of this ASU for private companies and smaller reporting companies until 2023. As an emerging growth company, the Company can take advantage of this delay. Management will continue to monitor any new developments regarding this possible delay.

In August 2018, the FASB issued ASU No. 2018‑13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. This ASU eliminates, adds, and modifies certain disclosure requirements for estimated fair value measurements. Among the changes, entities will no longer be required to disclose the amount of and reasons for transfer between Level 1 and Level 2 of the estimated fair value hierarchy, but will be required to disclose the range and weighted-average used to develop significant unobservable inputs for Level 3 estimated fair value measurements. ASU 2018‑13 is effective for all entities interim and annual reporting periods beginning after December 15, 2019. ~~Early adoption is permitted. Entities are also allowed to elect for early adoption of~~The Company adopted ASU 2018-13 effective January 1, 2020, the ~~eliminated or modified disclosure requirements and delay adoption of the new disclosure requirements until their effective date. The~~ revised disclosure requirements ~~will~~did not have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40) – Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by these amendments. ASU 2018-15 was effective for the Company on January 1, 2020, and did not have a material impact on the Company’s consolidated financial statements.

Pronouncements Not Yet Effective

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU requires a new impairment model known as the current expected credit loss, or CECL, which significantly changes the way impairment of financial instruments is recognized by requiring immediate recognition of estimated credit losses expected to occur over the remaining life of financial instruments. The main provisions of ASU 2016-13 include (1) replacing the “incurred cost” approach under GAAP with an “expected loss” model for instruments measured at amortized cost, (2) requiring entities to record an allowance for credit losses related to available-for-sale debt securities rather than a direct write-down of the carrying amount of the investments, as is required by the other-than-temporary impairment model under current GAAP, and (3) a simplified accounting model for purchase credit-impaired debt securities and loans. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments – Credit Losses (Topic 326). This update amends the effective date of ASU No. 2016-13 for certain entities, including private companies and smaller reporting companies, until fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods. Early adoption is permitted.

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As an emerging growth company, the Company can take advantage of this delay and plans to adopt the standard with the amended effective date. The Company does not plan to early adopt this standard but continues to work through implementation. The Company continues collecting and retaining loan and credit data and evaluating various loss estimation models. While we currently cannot reasonably estimate the impact of adopting this standard, we expect the impact will be influenced by the composition, characteristics, and quality of our loan portfolio, as well as the general economic conditions and forecasts as of the adoption date.

In April 2019, the FASB issued ASU 2019‑04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which affects a variety of topics in the Codification and applies to all reporting entities within the scope of the affected accounting guidance. This update is not expected to have a significant impact on the Company’s consolidated financial statements.

In May 2019, the FASB issued ASU 2019‑05, Targeted Transition Relief to provide entities with an option to irrevocably elect the fair value option applied on an instrument-by-instrument basis for eligible instruments. ~~As an emerging growth company, these ASUs are~~In November 2019, the FASB Issued ASU 2019-10, which amends the effective date of this ASU for ~~fiscal years beginning~~certain entities, including private companies and smaller reporting companies until after December 15, ~~2021,~~2022, including interim periods within those fiscal years. As an emerging growth company, the Company can take advantage of this delay and plans to adopt the standard with the amended effective date. This update is not expected to have a significant impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), which simplifies accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for the areas of Topic 740 by clarifying and amending existing guidance. This guidance is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2020, for public business entities. For private companies and smaller reporting companies, this guidance is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2021. As an emerging growth company, the Company can take advantage of this later effective date. Early adoption of the amendments is permitted, including adoption in any interim period for which financial statements have not yet been issued. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective, or prospective basis. The Company is currently reviewing the provisions of this new pronouncement, but does not expect adoption of this guidance to have a material impact on the Company’s consolidated financial statements.

NOTE 3 Investment Securities

The following tables present amortized cost, gross unrealized gain and losses, and fair value of the available-for-sale investment securities as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:


	September 30, 2019								March 31, 2020
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
(dollars in thousands)	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
U.S. Treasury and agencies	$	21,607	$	29	$	(34)	$	21,602	$	16,538	$	93	$	(4)	$	16,627
Obligations of state and political agencies		47,227		703		(74)		47,856		67,921		1,212		(27)		69,106
Mortgage backed securities
Residential agency		165,995		3,467		(125)		169,337		221,844		7,483		(18)		229,309
Commercial		32,546		139		(33)		32,652		29,128		899		(117)		29,910
Asset backed securities		152		5		—		157		134		7		—		141
Corporate bonds		7,069		43		—		7,112		9,039		18		(1)		9,056
Total available-for-sale investment securities	$	274,596	$	4,386	$	(266)	$	278,716	$	344,604	$	9,712	$	(167)	$	354,149

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	December 31, 2018								December 31, 2019
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
(dollars in thousands)	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
U.S. Treasury and agencies	$	19,364	$	—	$	(222)	$	19,142	$	21,246	$	9	$	(15)	$	21,240
Obligations of state and political agencies		67,662		171		(1,446)		66,387		68,162		647		(161)		68,648
Mortgage backed securities
Residential agency		129,906		210		(3,118)		126,998		180,411		2,258		(131)		182,538
Commercial		29,050		20		(303)		28,767		30,752		101		(168)		30,685
Asset backed securities		398		5		(4)		399		139		5		—		144
Corporate bonds		8,602		—		(121)		8,481		7,054		41		—		7,095
Total available-for-sale investment securities	$	254,982	$	406	$	(5,214)	$	250,174	$	307,764	$	3,061	$	(475)	$	310,350

The following tables present unrealized losses and fair values for available-for-sale investment securities as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:


	September 30, 2019												March 31, 2020
	Less than 12 Months				Over 12 Months				Total				Less than 12 Months				Over 12 Months				Total
	Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair
(dollars in thousands)	Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value
U.S. Treasury and agencies	$	(3)	$	1,757	$	(31)	$	9,969	$	(34)	$	11,726	$	(4)	$	1,342	$	—	$	—	$	(4)	$	1,342
Obligations of state and political agencies		(23)		5,965		(51)		5,999		(74)		11,964		(27)		12,420		—		—		(27)		12,420
Mortgage backed securities
Residential agency		(44)		10,020		(81)		17,138		(125)		27,158		(5)		2,664		(13)		1,691		(18)		4,355
Commercial		(18)		9,215		(15)		3,126		(33)		12,341		—		—		(117)		6,932		(117)		6,932
Asset backed securities		—		2		—		—		—		2		—		2		—		—		—		2
Corporate bonds		—		—		—		—		—		—		(1)		2,009		—		—		(1)		2,009
Total available-for-sale investment securities	$	(88)	$	26,959	$	(178)	$	36,232	$	(266)	$	63,191	$	(37)	$	18,437	$	(130)	$	8,623	$	(167)	$	27,060


	December 31, 2018												December 31, 2019
	Less than 12 Months				Over 12 Months				Total				Less than 12 Months				Over 12 Months				Total
	Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair
(dollars in thousands)	Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value
U.S. Treasury and agencies	$	(8)	$	5,288	$	(214)	$	11,598	$	(222)	$	16,886	$	(5)	$	1,740	$	(10)	$	9,990	$	(15)	$	11,730
Obligations of state and political agencies		—		389		(1,446)		55,770		(1,446)		56,159		(140)		11,959		(21)		5,798		(161)		17,757
Mortgage backed securities
Residential agency		(44)		7,352		(3,074)		112,293		(3,118)		119,645		(52)		17,131		(79)		14,036		(131)		31,167
Commercial		(39)		7,844		(264)		9,741		(303)		17,585		(116)		15,235		(52)		6,195		(168)		21,430
Asset backed securities		—		2		(4)		155		(4)		157		—		2		—		—		—		2
Corporate bonds		—		—		(121)		8,481		(121)		8,481		—		—		—		—		—		—
Total available-for-sale investment securities	$	(91)	$	20,875	$	(5,123)	$	198,038	$	(5,214)	$	218,913	$	(313)	$	46,067	$	(162)	$	36,019	$	(475)	$	82,086

For all of the above investment securities, the unrealized losses ~~are~~were generally due to changes in interest rates and unrealized losses ~~are~~were considered to be temporary as the fair value is expected to recover as the securities approach their maturity ~~date.~~dates. The Company evaluates securities for other-than-temporary impairment, ~~(“OTTI”)~~or OTTI, on a quarterly basis, at a minimum, and more frequently when economic or market concerns warrant such evaluation. In estimating OTTI losses, consideration is given to the severity and duration of the impairment; the financial condition and near-term prospects of the issuer, which for debt securities, considers external credit ratings and recent downgrades; and the intent and ability of the Company to hold the security for a period of time sufficient for a recovery in value.

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ the Company did not recognize OTTI losses on its investment securities.

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The following table presents amortized cost and estimated fair value of the available-for-sale investment securities as of ~~September 30, 2019,~~March 31, 2020, by contractual maturity:


	Amortized		Fair		Amortized		Fair
(dollars in thousands)	Cost		Value		Cost		Value
Due within one year or less	$	3,016	$	3,026	$	16,054	$	16,149
Due after one year through five years		35,948		35,989		25,745		25,934
Due after five years through ten years		78,983		80,405		78,317		80,298
Due after 10 years		156,649		159,296		224,488		231,768
Total available-for-sale investment securities	$	274,596	$	278,716	$	344,604	$	354,149

Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

Investment securities with carrying value of ~~$141.1~~$125.7 million and ~~$149.0~~$136.2 million were pledged as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively, to secure public deposits and for other purposes required or permitted by law.

Proceeds from the sale or call of available‑for‑sale investment securities, for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ are displayed in the table below:


	Three months ended				Nine months ended				Three months ended
	September 30,				September 30,				March 31,
(dollars in thousands)	2019		2018		2019		2018		2020		2019
Proceeds	$	10,934	$	2,021	$	32,565	$	2,466	$	4,000	$	4,763
Realized gains		59		—		357		105		—		119
Realized losses		11		—		22		5		—		6

As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the carrying value of the Company’s Federal Reserve stock and Federal Home Loan Bank of Des Moines, ~~(“FHLB”)~~or FHLB, stock was as follows:


	September 30,		December 31,		March 31,		December 31,
(dollars in thousands)	2019		2018		2020		2019
Federal Reserve	$	2,675	$	2,675	$	2,675	$	2,675
FHLB		3,121		6,875		3,284		3,080

These securities can only be redeemed or sold at their par value and only to the respective issuing institution or to another member institution. The Company records these non-marketable equity securities as a component of other assets and periodically evaluates these securities for impairment. Management considers these non-marketable equity securities to be long-term investments. Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value.

Visa Class B Restricted Shares

In 2008, the Company received Visa Class B restricted shares as part of Visa’s initial public offering. These shares are transferable only under limited circumstances until they can be converted into the publicly traded Class A common shares. This conversion will not occur until the settlement of certain litigation which will be indemnified by Visa members, including the Company. Visa funded an escrow account from its initial public offering to settle these litigation claims. Should this escrow account be insufficient to cover these litigation claims, Visa is entitled to fund additional amounts to the escrow account by reducing each member bank’s Class B conversion ratio to unrestricted Class A shares. As of ~~September 30, 2019,~~March 31, 2020, the conversion ratio was ~~1.6298.~~1.6228. Based on the existing transfer restriction and the uncertainty of the outcome of the Visa litigation mentioned above, the 6,924 Class B shares ~~(11,285~~(11,236 Class A equivalents) that the Company owns as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, are carried at a zero cost basis.

Table of Contents

NOTE 4 Loans and Allowance for Loan Losses

The following table presents total loans outstanding, by portfolio segment, as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:


	September 30,		December 31,		March 31,		December 31,
(dollars in thousands)	2019		2018		2020		2019
Commercial
Commercial and industrial	$	485,183	$	510,706	$	502,637	$	479,144
Real estate construction		21,674		18,965		25,487		26,378
Commercial real estate		444,600		439,963		522,106		494,703
Total commercial		951,457		969,634		1,050,230		1,000,225
Consumer
Residential real estate first mortgage		459,763		448,143		457,895		457,155
Residential real estate junior lien		182,516		188,855		170,538		177,373
Other revolving and installment		92,351		95,218		79,614		86,526
Total consumer		734,630		732,216		708,047		721,054
Total loans	$	1,686,087	$	1,701,850	$	1,758,277	$	1,721,279

Total loans ~~include~~included net deferred loan fees and costs of ~~$1.1 million~~$994 thousand and ~~$1.7~~$1.0 million at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.

Management monitors the credit quality of its loan portfolio on an ongoing basis. Measurement of delinquency and past due status are based on the contractual terms of each loan. Past due loans are reviewed regularly to identify loans for nonaccrual status.

The following tables present a past due aging analysis of total loans outstanding, by portfolio segment, as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:


	September 30, 2019										March 31, 2020
					90 Days										90 Days
	Accruing		30 - 89 Days		or More				Total		Accruing		30 - 89 Days		or More				Total
(dollars in thousands)	Current		Past Due		Past Due		Nonperforming		Loans		Current		Past Due		Past Due		Nonaccrual		Loans
Commercial
Commercial and industrial	$	481,480	$	1,561	$	45	$	2,097	$	485,183	$	497,635	$	438	$	—	$	4,564	$	502,637
Real estate construction		21,224		450		—		—		21,674		25,487		—		—		—		25,487
Commercial real estate		443,129		—		—		1,471		444,600		518,064		2,602		—		1,440		522,106
Total commercial		945,833		2,011		45		3,568		951,457		1,041,186		3,040		—		6,004		1,050,230
Consumer
Residential real estate first mortgage		456,981		2,105		—		677		459,763		455,580		1,574		—		741		457,895
Residential real estate junior lien		181,646		14		—		856		182,516		170,099		237		11		191		170,538
Other revolving and installment		92,176		169		—		6		92,351		79,274		317		—		23		79,614
Total consumer		730,803		2,288		—		1,539		734,630		704,953		2,128		11		955		708,047
Total loans	$	1,676,636	$	4,299	$	45	$	5,107	$	1,686,087	$	1,746,139	$	5,168	$	11	$	6,959	$	1,758,277

Table of Contents


	December 31, 2018										December 31, 2019
					90 Days										90 Days
	Accruing		30 - 89 Days		or More				Total		Accruing		30 - 89 Days		or More				Total
(dollars in thousands)	Current		Past Due		Past Due		Nonperforming		Loans		Current		Past Due		Past Due		Nonaccrual		Loans
Commercial
Commercial and industrial	$	504,313	$	2,815	$	—	$	3,578	$	510,706	$	473,900	$	382	$	—	$	4,862	$	479,144
Real estate construction		18,965		—		—		—		18,965		26,251		127		—		—		26,378
Commercial real estate		438,446		—		—		1,517		439,963		492,707		556		—		1,440		494,703
Total commercial		961,724		2,815		—		5,095		969,634		992,858		1,065		—		6,302		1,000,225
Consumer
Residential real estate first mortgage		444,470		2,411		—		1,262		448,143		455,244		666		448		797		457,155
Residential real estate junior lien		187,502		769		—		584		188,855		176,915		184		—		274		177,373
Other revolving and installment		94,615		581		—		22		95,218		86,172		348		—		6		86,526
Total consumer		726,587		3,761		—		1,868		732,216		718,331		1,198		448		1,077		721,054
Total loans	$	1,688,311	$	6,576	$	—	$	6,963	$	1,701,850	$	1,711,189	$	2,263	$	448	$	7,379	$	1,721,279

The Company’s consumer loan portfolio is primarily comprised of both secured and unsecured loans that ~~are relatively small and~~ are evaluated at origination on a centralized basis against standardized underwriting criteria. The Company generally does not risk rate consumer loans unless a default event such as bankruptcy or extended nonperformance takes place. Credit quality for the consumer loan portfolio is measured by delinquency rates, nonaccrual amounts and actual losses incurred.

The Company assigns a risk rating to all commercial loans, except pools of homogeneous loans, and periodically performs detailed internal and external reviews of risk rated loans over a certain threshold to identify credit risks and to assess the overall collectability of the portfolio. These risk ratings are also subject to examination by the Company’s regulators. During the internal reviews, management monitors and analyzes the financial condition of borrowers and guarantors, trends in the industries in which the borrowers operate and the estimated fair values of collateral securing the loans. These credit quality indicators are used to assign a risk rating to each individual loan.

The Company’s ratings are aligned to pass and criticized categories. The criticized category includes special mention, substandard, and doubtful risk ratings. The risk ratings are defined as follows:

Pass: A pass loan is a credit with no existing or known potential weaknesses deserving of management’s close attention.

Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, this potential weakness may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.

Substandard: Loans classified as substandard are not adequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Loans classified as substandard have a well‑defined weakness or weaknesses that jeopardize the repayment of the debt. Well‑defined weaknesses include a borrower’s lack of marketability, inadequate cash flow or collateral support, failure to complete construction on time, or the failure to fulfill economic expectations. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or repayment in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loss: Loans classified as loss are considered uncollectible and charged off immediately.

Table of Contents

The tables below present total loans outstanding, by loan portfolio segment, and risk category as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:


	September 30, 2019										March 31, 2020
			Criticized										Criticized
			Special										Special
(dollars in thousands)	Pass		Mention		Substandard		Doubtful		Total		Pass		Mention		Substandard		Doubtful		Total
Commercial
Commercial and industrial	$	453,707	$	10,439	$	20,781	$	256	$	485,183	$	470,867	$	10,178	$	21,575	$	17	$	502,637
Real estate construction		20,396		284		994		—		21,674		24,941		279		267		—		25,487
Commercial real estate		420,060		673		23,867		—		444,600		492,434		4,422		25,250		—		522,106
Total commercial	$	894,163	$	11,396	$	45,642	$	256	$	951,457		988,242		14,879		47,092		17		1,050,230
Consumer
Residential real estate first mortgage		459,086		—		677		—		459,763		455,720		1,434		741		—		457,895
Residential real estate junior lien		180,344		—		2,172		—		182,516		167,356		1,952		1,230		—		170,538
Other revolving and installment		92,345		—		6		—		92,351		79,591		—		23		—		79,614
Total consumer		731,775		—		2,855		—		734,630		702,667		3,386		1,994		—		708,047
Total loans	$	1,625,938	$	11,396	$	48,497	$	256	$	1,686,087	$	1,690,909	$	18,265	$	49,086	$	17	$	1,758,277


	December 31, 2018										December 31, 2019
			Criticized										Criticized
			Special										Special
(dollars in thousands)	Pass		Mention		Substandard		Doubtful		Total		Pass		Mention		Substandard		Doubtful		Total
Commercial
Commercial and industrial	$	459,565	$	12,055	$	37,523	$	1,563	$	510,706	$	448,306	$	9,585	$	21,253	$	—	$	479,144
Real estate construction		17,910		—		1,055		—		18,965		25,119		282		977		—		26,378
Commercial real estate		407,178		6,304		26,481		—		439,963		462,294		2,359		30,050		—		494,703
Total commercial	$	884,653	$	18,359	$	65,059	$	1,563	$	969,634		935,719		12,226		52,280		—		1,000,225
Consumer
Residential real estate first mortgage		448,124		—		19		—		448,143		456,358		—		797		—		457,155
Residential real estate junior lien		186,370		—		2,485		—		188,855		176,122		—		1,251		—		177,373
Other revolving and installment		95,218		—		—		—		95,218		86,520		—		6		—		86,526
Total consumer		729,712		—		2,504		—		732,216		719,000		—		2,054		—		721,054
Total loans	$	1,614,365	$	18,359	$	67,563	$	1,563	$	1,701,850	$	1,654,719	$	12,226	$	54,334	$	—	$	1,721,279

The adequacy of the allowance for loan losses is assessed at the end of each quarter. The allowance for loan losses includes a specific component related to loans that are individually evaluated for impairment and a general component related to loans that are segregated into homogeneous pools and collectively evaluated for impairment. The factors applied to these pools are an estimate of probable incurred losses based on management’s evaluation of historical net losses from loans with similar characteristics, which are adjusted by management to reflect current events, trends, and conditions. The adjustments include consideration of the following: changes in lending policies and procedures, economic conditions, nature and volume of the portfolio, experience of lending management, volume and severity of past due loans, quality of the loan review system, value of underlying collateral for collateral dependent loans, concentrations, and other external factors.

Table of Contents

The following tables present, by loan portfolio segment, a summary of the changes in the allowance for loan losses for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018:~~2019:


	Three months ended September 30, 2019										Three months ended March 31, 2020
	Beginning		Provision for		Loan		Loan		Ending		Beginning		Provision for		Loan		Loan		Ending
(dollars in thousands)	Balance		Loan Losses		Charge-offs		Recoveries		Balance		Balance		Loan Losses		Charge-offs		Recoveries		Balance
Commercial
Commercial and industrial	$	11,694	$	(962)	$	(324)	$	538	$	10,946	$	12,270	$	70	$	(32)	$	593	$	12,901
Real estate construction		323		25		—		—		348		303		31		—		—		334
Commercial real estate		5,765		(4)		—		—		5,761		6,688		1,588		—		—		8,276
Total commercial		17,782		(941)		(324)		538		17,055		19,261		1,689		(32)		593		21,511
Consumer
Residential real estate first mortgage		1,155		(139)		—		—		1,016		1,448		761		—		—		2,209
Residential real estate junior lien		710		157		(20)		49		896		671		317		—		37		1,025
Other revolving and installment		380		1		(31)		28		378		352		92		(67)		64		441
Total consumer		2,245		19		(51)		77		2,290		2,471		1,170		(67)		101		3,675
Unallocated		1,219		2,420		—		—		3,639		2,192		(359)		—		—		1,833
Total	$	21,246	$	1,498	$	(375)	$	615	$	22,984	$	23,924	$	2,500	$	(99)	$	694	$	27,019

Nine months ended September 30, 2019

Beginning

Provision for

Loan

Loan

Ending
(dollars in thousands)

Balance

Loan Losses

Charge-offs

Recoveries

Balance
Commercial

Commercial and industrial

$
12,127

$
3,263

$
(5,275)

$
831

$
10,946
Real estate construction

250

97

(1)

2

348
Commercial real estate

6,279

(668)

—

150

5,761
Total commercial

18,656

2,692

(5,276)

983

17,055
Consumer

Residential real estate first mortgage

1,156

(140)

—

—

1,016
Residential real estate junior lien

805

113

(154)

132

896
Other revolving and installment

380

388

(513)

123

378
Total consumer

2,341

361

(667)

255

2,290
Unallocated

1,177

2,462

—

—

3,639
Total

$
22,174

$
5,515

$
(5,943)

$
1,238

$
22,984

Three months ended September 30, 2018

Beginning

Provision for

Loan

Loan

Ending
(dollars in thousands)

Balance

Loan Losses

Charge-offs

Recoveries

Balance
Commercial

Commercial and industrial

$
10,024

$
1,452

$
(424)

$
126

$
11,178
Real estate construction

395

(109)

—

—

286
Commercial real estate

6,478

(72)

—

20

6,426
Total commercial

16,897

1,271

(424)

146

17,890
Consumer

Residential real estate first mortgage

1,486

(142)

—

—

1,344
Residential real estate junior lien

830

20

(47)

11

814
Other revolving and installment

483

31

(99)

26

441
Total consumer

2,799

(91)

(146)

37

2,599
Unallocated

173

350

—

—

523
Total

$
19,869

$
1,530

$
(570)

$
183

$
21,012

~~Table of Contents~~


	Nine months ended September 30, 2018										Three months ended March 31, 2019
	Beginning		Provision for		Loan		Loan		Ending		Beginning		Provision for		Loan		Loan		Ending
(dollars in thousands)	Balance		Loan Losses		Charge-offs		Recoveries		Balance		Balance		Loan Losses		Charge-offs		Recoveries		Balance
Commercial
Commercial and industrial	$	7,589	$	6,158	$	(3,078)	$	509	$	11,178	$	12,127	$	3,407	$	(1,785)	$	66	$	13,815
Real estate construction		343		1		(60)		2		286		250		2		(1)		—		251
Commercial real estate		4,909		1,458		—		59		6,426		6,279		(436)		—		—		5,843
Total commercial		12,841		7,617		(3,138)		570		17,890		18,656		2,973		(1,786)		66		19,909
Consumer
Residential real estate first mortgage		1,411		(38)		(29)		—		1,344		1,156		454		—		—		1,610
Residential real estate junior lien		902		(145)		(133)		190		814		805		7		(104)		53		761
Other revolving and installment		499		34		(236)		144		441		380		(46)		(58)		73		349
Total consumer		2,812		(149)		(398)		334		2,599		2,341		415		(162)		126		2,720
Unallocated		911		(388)		—		—		523		1,177		(1,168)		—		—		9
Total	$	16,564	$	7,080	$	(3,536)	$	904	$	21,012	$	22,174	$	2,220	$	(1,948)	$	192	$	22,638

The following tables present the recorded investment in loans and related allowance for loan losses, by loan portfolio segment, disaggregated on the basis of the Company’s impairment methodology, as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:


	September 30, 2019														March 31, 2020
	Recorded Investment						Allowance for Loan Losses								Recorded Investment						Allowance for Loan Losses
	Individually		Collectively				Individually		Collectively						Individually		Collectively				Individually		Collectively
(dollars in thousands)	Evaluated		Evaluated		Total		Evaluated		Evaluated		Unallocated		Total		Evaluated		Evaluated		Total		Evaluated		Evaluated		Unallocated		Total
Commercial
Commercial and industrial	$	2,513	$	482,670	$	485,183	$	1,429	$	9,517	$	—	$	10,946	$	5,422	$	497,215	$	502,637	$	2,764	$	10,137	$	—	$	12,901
Real estate construction		—		21,674		21,674		—		348		—		348		—		25,487		25,487		—		334		—		334
Commercial real estate		1,480		443,120		444,600		352		5,409		—		5,761		1,524		520,582		522,106		271		8,005		—		8,276
Total commercial		3,993		947,464		951,457		1,781		15,274		—		17,055		6,946		1,043,284		1,050,230		3,035		18,476		—		21,511
Consumer
Residential real estate first mortgage		355		459,408		459,763		—		1,016		—		1,016		733		457,162		457,895		—		2,209		—		2,209
Residential real estate junior lien		804		181,712		182,516		324		572		—		896		241		170,297		170,538		20		1,005		—		1,025
Other revolving and installment		5		92,346		92,351		2		376		—		378		22		79,592		79,614		11		430		—		441
Total consumer		1,164		733,466		734,630		326		1,964		—		2,290		996		707,051		708,047		31		3,644		—		3,675
Total loans	$	5,157	$	1,680,930	$	1,686,087	$	2,107	$	17,238	$	3,639	$	22,984	$	7,942	$	1,750,335	$	1,758,277	$	3,066	$	22,120	$	1,833	$	27,019

December 31, 2018

Recorded Investment

Allowance for Loan Losses

Individually

Collectively

Individually

Collectively

(dollars in thousands)

Evaluated

Evaluated

Total

Evaluated

Evaluated

Unallocated

Total
Commercial







Commercial and industrial

$
3,945

$
506,761

$
510,706

$
2,059

$
10,068

$
—

$
12,127
Real estate construction

—

18,965

18,965

—

250

—

250
Commercial real estate

1,684

438,279

439,963

455

5,824

—

6,279
Total commercial

5,629

964,005

969,634

2,514

16,142

—

18,656
Consumer







Residential real estate first mortgage

352

447,791

448,143

—

1,156

—

1,156
Residential real estate junior lien

559

188,296

188,855

4

801

—

805
Other revolving and installment

20

95,198

95,218

20

360

—

380
Total consumer

931

731,285

732,216

24

2,317

—

2,341
Total loans

$
6,560

$
1,695,290

$
1,701,850

$
2,538

$
18,459

$
1,177

$
22,174

1716

Table of Contents


	December 31, 2019
	Recorded Investment						Allowance for Loan Losses
	Individually		Collectively				Individually		Collectively
(dollars in thousands)	Evaluated		Evaluated		Total		Evaluated		Evaluated		Unallocated		Total
Commercial
Commercial and industrial	$	976	$	478,168	$	479,144	$	189	$	12,081	$	—	$	12,270
Real estate construction		—		26,378		26,378		—		303		—		303
Commercial real estate		5,925		488,778		494,703		2,946		3,742		—		6,688
Total commercial		6,901		993,324		1,000,225		3,135		16,126		—		19,261
Consumer
Residential real estate first mortgage		782		456,373		457,155		—		1,448		—		1,448
Residential real estate junior lien		266		177,107		177,373		—		671		—		671
Other revolving and installment		5		86,521		86,526		3		349		—		352
Total consumer		1,053		720,001		721,054		3		2,468		—		2,471
Total loans	$	7,954	$	1,713,325	$	1,721,279	$	3,138	$	18,594	$	2,192	$	23,924

The tables below summarize key information on impaired loans. These impaired loans may have estimated losses which are included in the allowance for loan losses.


	September 30, 2019						December 31, 2018						March 31, 2020						December 31, 2019
	Recorded		Unpaid		Related		Recorded		Unpaid		Related		Recorded		Unpaid		Related		Recorded		Unpaid		Related
(dollars in thousands)	Investment		Principal		Allowance		Investment		Principal		Allowance		Investment		Principal		Allowance		Investment		Principal		Allowance
Impaired loans with a valuation allowance
Commercial and industrial	$	1,757	$	1,900	$	1,429	$	2,660	$	2,752	$	2,059	$	4,891	$	5,028	$	2,764	$	639	$	727	$	189
Commercial real estate		1,480		1,595		352		1,499		1,517		455		1,524		1,642		271		5,718		5,823		2,946
Residential real estate first mortgage		—		—		—		—		—		—
Residential real estate junior lien		536		619		324		4		4		4		20		20		20		—		—		—
Other revolving and installment		4		4		2		19		20		20		17		17		11		5		6		3
Total impaired loans with a valuation allowance		3,777		4,118		2,107		4,182		4,293		2,538		6,452		6,707		3,066		6,362		6,556		3,138
Impaired loans without a valuation allowance
Commercial and industrial		756		1,077		—		1,285		1,422		—		531		611		—		337		1,110		—
Commercial real estate		—		—		—		185		218		—		—		—		—		207		236		—
Residential real estate first mortgage		355		367		—		352		504		—		733		741		—		782		797		—
Residential real estate junior lien		268		290		—		555		697		—		221		325		—		266		372		—
Other revolving and installment		1		1		—		1		2		—		5		5		—		—		—		—
Total impaired loans without a valuation allowance		1,380		1,735		—		2,378		2,843		—		1,490		1,682		—		1,592		2,515		—
Total impaired loans
Commercial and industrial		2,513		2,977		1,429		3,945		4,174		2,059		5,422		5,639		2,764		976		1,837		189
Commercial real estate		1,480		1,595		352		1,684		1,735		455		1,524		1,642		271		5,925		6,059		2,946
Residential real estate first mortgage		355		367		—		352		504		—		733		741		—		782		797		—
Residential real estate junior lien		804		909		324		559		701		4		241		345		20		266		372		—
Other revolving and installment		5		5		2		20		22		20		22		22		11		5		6		3
Total impaired loans	$	5,157	$	5,853	$	2,107	$	6,560	$	7,136	$	2,538	$	7,942	$	8,389	$	3,066	$	7,954	$	9,071	$	3,138

Table of Contents

The table below presents the average recorded investment in impaired loans and interest income for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018:~~2019:

Three months ended September 30,

2019

2018

Average

Average

Recorded

Interest

Recorded

Interest
(dollars in thousands)

Investment

Income

Investment

Income
Impaired loans with a valuation allowance

Commercial and industrial

$
1,964

$
4

$
1,961

$
9
Commercial real estate

1,623

2

1,767

2
Residential real estate first mortgage

—

—

—

—
Residential real estate junior lien

619

1

63

1
Other revolving and installment

5

—

39

—
Total impaired loans with a valuation allowance

4,211

7

3,830

12
Impaired loans without a valuation allowance

Commercial and industrial

1,206

7

1,073

—
Commercial real estate

—

—

842

—
Residential real estate first mortgage

183

—

525

—
Residential real estate junior lien

297

—

394

—
Other revolving and installment

2

—

3

—
Total impaired loans without a valuation allowance

1,688

7

2,837

—
Total impaired loans

Commercial and industrial

3,170

11

3,034

9
Commercial real estate

1,623

2

2,609

2
Residential real estate first mortgage

183

—

525

—
Residential real estate junior lien

916

1

457

1
Other revolving and installment

7

—

42

—
Total impaired loans

$
5,899

$
14

$
6,667

$
12

~~Table of Contents~~


	Nine Months Ended September 30,								Three Months Ended March 31,
	2019				2018				2020				2019
	Average				Average				Average				Average
	Recorded		Interest		Recorded		Interest		Recorded		Interest		Recorded		Interest
(dollars in thousands)	Investment		Income		Investment		Income		Investment		Income		Investment		Income
Impaired loans with a valuation allowance
Commercial and industrial	$	2,473	$	12	$	2,026	$	27	$	4,979	$	15	$	5,529	$	—
Commercial real estate		1,668		6		1,793		7		1,536		8		1,533		—
Residential real estate first mortgage		—		—		—		—
Residential real estate junior lien		621		3		63		2		20		—		—		—
Other revolving and installment		5		—		43		—		17		—		27		—
Total impaired loans with a valuation allowance		4,767		21		3,925		36		6,552		23		7,089		—
Impaired loans without a valuation allowance
Commercial and industrial		2,979		23		1,130		—		545		27		1,816		46
Commercial real estate		—		—		747		—
Real estate construction										—		—		220		9
Residential real estate first mortgage		92		—		539		—		835		—		—		—
Residential real estate junior lien		302		—		403		1		224		3		290		4
Other revolving and installment		4		—		3		—		8		—		—		—
Total impaired loans without a valuation allowance		3,377		23		2,822		1		1,612		30		2,326		59
Total impaired loans
Commercial and industrial		5,452		35		3,156		27		5,524		42		7,345		46
Real estate construction										—		—		220		9
Commercial real estate		1,668		6		2,540		7		1,536		8		1,533		—
Residential real estate first mortgage		92		—		539		—		835		—		—		—
Residential real estate junior lien		923		3		466		3		244		3		290		4
Other revolving and installment		9		—		46		—		25		—		27		—
Total impaired loans	$	8,144	$	44	$	6,747	$	37	$	8,164	$	53	$	9,415	$	59

Loans with a carrying value of ~~$1.1~~$1.2 billion as of ~~September 30, 2019~~March 31, 2020 and $1.2 billion as of December 31, ~~2018,~~2019, were pledged to secure public deposits, and for other purposes required or permitted by law.

Under certain circumstances, the Company will provide borrowers relief through loan restructurings. A restructuring of debt constitutes a ~~troubled debt restructuring (“TDR”)~~TDR if the Company, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower that it would not otherwise consider. TDR concessions can include reduction of interest rates, extension of maturity dates, forgiveness of principal or interest due, or acceptance of other assets in full or partial satisfaction of the debt.

During the first quarter of 2020 there were no loans modified as a TDR. As of April 21, 2020, we had executed 325 principal and interest deferrals on outstanding loan balances of $97.4 million in connection with the COVID-19 relief provided by the CARES Act. These deferrals were generally no more than 90 days in duration and were not considered TDRs based on the interagency guidance issued in March. During the first quarter of 2019, there was one loan ~~that was~~ modified as a ~~troubled debt restructuring~~TDR as a result of extending the amortization period. As of September 30, 2019, the carrying value of the restructured loan was $0.2 million. The loan is currently performing according to the modified terms and there was no specific reserve for the loan losses allocated to the loan modified as troubled debt restructuring. During the first quarter of 2018, there was one loan modified as a troubled debt restructuring as a result of adjusting the interest rate below current market levels. The balance at the time of restructuring was $1.0 million. As of December 31, ~~2018,~~2019, the carrying value of the restructured loan was $0.2 million. The loan is currently performing according to the modified terms and there was no specific reserve for loan losses allocated to the loan modified as troubled debt restructuring.

The Company does not have material commitments to lend additional funds to borrowers with loans whose terms have been modified in troubled debt restructurings or whose loans are on nonaccrual.

1918

Table of Contents

NOTE 5 Goodwill and Other Intangible Assets

~~As of September 30, 2019 and December 31, 2018, goodwill totaled $27.3 million.~~

The following table summarizes the carrying amount of goodwill, by segment, as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:


			March 31,		December 31,
(dollars in thousands)	Goodwill		2020		2019
Banking	$	20,131	$	20,131	$	20,131
Retirement and benefit services		7,198		7,198		7,198
Total goodwill	$	27,329	$	27,329	$	27,329

The gross carrying amount and accumulated amortization for each type of identifiable intangible asset are as follows:


	September 30, 2019						December 31, 2018						March 31, 2020						December 31, 2019
(dollars in thousands)	Gross Carrying Amount		Accumulated Amortization		Total		Gross Carrying Amount		Accumulated Amortization		Total		Gross Carrying Amount		Accumulated Amortization		Total		Gross Carrying Amount		Accumulated Amortization		Total
Identifiable customer intangibles	$	55,744	$	(37,374)	$	18,370	$	55,744	$	(34,972)	$	20,772	$	31,857	$	(15,088)	$	16,769	$	31,857	$	(14,287)	$	17,570
Core deposit intangible assets		7,216		(6,204)		1,012		7,216		(5,515)		1,701		3,793		(3,161)		632		4,993		(4,172)		821
Total intangible assets	$	62,960	$	(43,578)	$	19,382	$	62,960	$	(40,487)	$	22,473	$	35,650	$	(18,249)	$	17,401	$	36,850	$	(18,459)	$	18,391

Amortization of intangible assets was $1.0 million and ~~$3.1~~$1.1 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020, and 2019, ~~respectively, and $1.2 million and $3.6 million for the comparable periods in 2018,~~ respectively.

NOTE 6 Loan Servicing

Loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of loans serviced for others totaled ~~$560.9~~$524.6 million and ~~$591.6~~$541.9 million as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively. Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors and collection and foreclosure processing. Loan servicing income is recorded on an accrual basis and includes servicing fees from investors and certain charges collected from borrowers, such as late payment fees, and is net of fair value adjustments to capitalized mortgage servicing rights.

The following table summarizes the Company’s activity related to servicing rights for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018:~~2019:


	Three months ended				Nine months ended				Three months ended
	September 30,				September 30,				March 31,
(dollars in thousands)	2019		2018		2019		2018		2020		2019
Balance, beginning of period	$	4,300	$	4,676	$	4,623	$	4,686	$	3,845	$	4,623
Additions		179		152		279		431		24		67
Amortization		(287)		(165)		(690)		(512)		(187)		(165)
(Impairment)/Recovery		(46)		8		(66)		66		(405)		5
Balance, end of period	$	4,146	$	4,671	$	4,146	$	4,671	$	3,277	$	4,530

~~Table of Contents~~

The following is a summary of key data and assumptions used in the valuation of servicing rights as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019. Increases or decreases in any one of these assumptions would result in lower or higher fair value measurements.


	September 30,			December 31,			March 31,			December 31,
(dollars in thousands)	2019			2018			2020			2019
Fair value of servicing rights	$	4,146		$	4,623		$	3,277		$	3,845
Weighted-average remaining term, years		20.5			20.8			20.0			20.1
Prepayment speeds		11.6	%		7.8	%		14.2	%		11.8	%
Discount rate		9.5	%		10.5	%		9.4	%		9.4	%

Table of Contents

NOTE 7 Leases

Substantially all of the leases in which the Company is the lessee are comprised of real estate property for branches, and office equipment rentals with terms extending through 2032. Portions of certain properties are subleased for terms extending through 2024. Substantially all of the Company’s leases are classified as operating leases, and therefore, were previously not recognized on the Company’s consolidated financial statements. With the adoption of Topic 842, operating lease agreements are required to be recognized on the consolidated financial statements as a right‑of‑use (“ROU”) asset and a corresponding lease liability. The Company has one existing finance lease ~~(previously referred to as a capital lease)~~ for ~~a portion of~~ the Company’s headquarters building with a lease term through 2022. ~~As this lease was previously required to be recorded on the Company’s consolidated financial statements, Topic 842 did not materially impact the accounting for this lease.~~

The Company elected not to include short‑term leases (i.e., leases with initial terms of twelve months or less), or equipment leases (deemed immaterial) on the consolidated financial statements. The following table presents the classification of the Company’s ROU assets and lease liabilities on the consolidated financial statements.


		September 30,			March 31,		December 31,
(dollars in thousands)		2019			2020		2019
Lease Right-of-Use Assets	Classification			Classification
Operating lease right-of-use assets	Operating lease right-of-use assets	$	8,877	Operating lease right-of-use assets	$	7,965	$	8,343
Finance lease right-of-use assets	Land, premises and equipment, net		347	Land, premises and equipment, net		289		318
Total lease right-of-use assets		$	9,224		$	8,254	$	8,661
Lease Liabilities
Operating lease liabilities	Operating lease liabilities	$	9,401	Operating lease liabilities	$	8,480	$	8,864
Finance lease liabilities	Long-term debt		690	Long-term debt		589		640
Total lease liabilities		$	10,091		$	9,069	$	9,504

The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. Regarding the discount rate, Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term. For operating leases existing prior to January 1, 2019, the rate for the remaining lease term as of January 1, 2019 was used. For the Company’s only finance lease, the Company utilized its incremental borrowing rate at lease inception.

~~Table of Contents~~


	~~September 30,~~
	~~2019~~
~~Weighted-average remaining lease term, years~~
~~Operating leases~~		~~6.5~~
~~Finance leases~~		~~3.1~~
~~Weighted-average discount rate~~
~~Operating leases~~		~~3.2~~	%
~~Finance leases~~		~~7.8~~	%


	March 31,		December 31,
	2020		2019
Weighted-average remaining lease term, years
Operating leases	6.1		6.2
Finance leases	2.6		2.8
Weighted-average discount rate
Operating leases	3.2	%	3.1	%
Finance leases	7.8	%	7.8	%

As the Company elected, for all classes of underlying assets, not to separate lease and non‑lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as common area maintenance and utilities. Variable lease cost also includes payments for usage or maintenance of those capitalized equipment operating leases.

Table of Contents

The following table presents lease costs and other lease information for the three ~~and nine~~ months ending ~~September 30,~~March 31, 2020 and 2019.


					Three months ended
	Three months ended		Nine months ended		March 31,
(dollars in thousands)	September 30, 2019		September 30, 2019		2020		2019
Lease costs
Operating lease cost	$	602	$	1,772	$	623	$	572
Variable lease cost		222		633		197		199
Short-term lease cost		122		416		95		205
Finance lease cost
Interest on lease liabilities		14		45		12		15
Amortization of right-of-use assets		29		87		29		29
Sublease income		(65)		(202)		(66)		(71)
Net lease cost	$	924	$	2,751	$	890	$	949
Other information
Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases		600		1,774
Cash paid for amounts included in the measurement of lease liabilities operating cash flows from operating leases					$	618	$	577
Right-of-use assets obtained in exchange for new operating lease liabilities		—		—		183		—
Right-of-use assets obtained in exchange for new finance lease liabilities		—		—		—		—

Future minimum payments for finance and operating leases with initial or remaining terms of one year or more as of ~~September 30, 2019~~March 31, 2020 were as follows:


	September 30, 2019
	Finance		Operating		Finance		Operating
(dollars in thousands)	Leases		Leases		Leases		Leases
2020	$	251	$	2,291
2021		251		1,676
2022		251		1,579
2023		20		1,506
2024		—		1,061
Twelve months ended
March 31, 2021					$	251	$	2,037
March 31, 2022						251		1,630
March 31, 2023						150		1,592
March 31, 2024						—		1,441
March 31, 2025						—		761
Thereafter		—		2,460		—		2,083
Total future minimum lease payments	$	773	$	10,573	$	652	$	9,544
Amounts representing interest		(83)		(1,172)		(63)		(1,064)
Total operating lease liabilities	$	690	$	9,401	$	589	$	8,480

~~Table of Contents~~

NOTE 8 Deposits

The components of deposits in the consolidated balance sheets as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 were as follows:


	September 30,		December 31,		March 31,		December 31,
(dollars in thousands)	2019		2018		2020		2019
Noninterest-bearing demand	$	537,951	$	550,640
Noninterest-bearing					$	608,559	$	577,704
Interest-bearing
Interest-bearing demand		424,249		401,078		477,752		458,689
Savings accounts		55,513		53,971		60,181		55,777
Money market savings		622,647		598,820		773,652		683,064
Time deposits		192,753		170,587		201,370		196,082
Total interest-bearing		1,295,162		1,224,456		1,512,955		1,393,612
Total deposits	$	1,833,113	$	1,775,096	$	2,121,514	$	1,971,316

NOTE 9 Short‑Term Borrowings

There were no short‑term borrowings outstanding as of ~~September 30, 2019. Short-term borrowing as of~~March 31, 2020 and December 31, ~~2018, were $93.5 million and consisted~~2019.

Table of ~~Fed funds purchased.~~Contents

The following table presents information related to short-term borrowings for the three ~~and nine~~ months ending ~~September 30, 2019~~March 31, 2020 and ~~September 30, 2018:~~2019:

Three months ended

September 30,

(dollars in thousands)

2019

2018

Fed funds purchased

Balance as of end of period

$
—

$
73,930

Average daily balance

61,386

103,171

Maximum month-end balance

124,250

94,410

Weighted-average rate

During period

2.40
%

2.21
%
End of period

2.30
%

2.30
%
FHLB Short-term advances

Balance as of end of period

$
—

$
—

Average daily balance

25,815

—

Maximum month-end balance

—

—

Weighted-average rate

During period

2.58
%

—
%
End of period

—
%

—
%

~~Table of Contents~~


	Nine months ended						Three months ended
	September 30,						March 31,
(dollars in thousands)	2019			2018			2020			2019
Fed funds purchased
Balance as of end of period	$	—		$	73,930		$	—		$	12,050
Average daily balance		82,504			87,391			—			83,331
Maximum month-end balance		139,605			112,260			—			92,371
Weighted-average rate
During period		2.54	%		0.36	%		—	%		2.59	%
End of period		2.30	%		2.30	%		—	%		2.62	%
FHLB Short-term advances
Balance as of end of period	$	—		$	—
Average daily balance		12,985			110
Maximum month-end balance		135,000			—
Weighted-average rate
During period		2.44	%		2.43	%
End of period		—	%		—	%

NOTE 10 Long‑Term Debt

Long‑term debt as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 consisted of the following:


	September 30, 2019									March 31, 2020
						Period End									Period End
	Face		Carrying			Interest		Maturity		Face		Carrying			Interest		Maturity
(dollars in thousands)	Value		Value		Interest Rate	Rate		Date	Call Date	Value		Value		Interest Rate	Rate		Date	Call Date
Subordinated notes payable	$	50,000	$	49,609	Fixed	5.75	%	12/30/2025	12/30/2020	$	50,000	$	49,641	Fixed	5.75	%	12/30/2025	12/30/2020
Junior subordinated debenture (Trust I)		4,000		3,390	Three-month LIBOR + 3.10%	5.21	%	6/26/2033	6/26/2008		4,124		3,413	Three-month LIBOR + 3.10%	4.33	%	6/26/2033	6/26/2008
Junior subordinated debenture (Trust II)		6,000		5,086	Three-month LIBOR + 1.80%	3.92	%	9/15/2036	9/15/2011		6,186		5,119	Three-month LIBOR + 1.80%	2.54	%	9/15/2036	9/15/2011
Finance lease liability		2,700		690	Fixed	7.81	%	10/31/2022	N/A		2,700		589	Fixed	7.81	%	10/31/2022	N/A
Total long-term debt	$	62,700	$	58,775						$	63,010	$	58,762


	December 31, 2018									December 31, 2019
						Period End									Period End
	Face		Carrying			Interest		Maturity		Face		Carrying			Interest		Maturity
(dollars in thousands)	Value		Value		Interest Rate	Rate		Date	Call Date	Value		Value		Interest Rate	Rate		Date	Call Date
Subordinated notes payable	$	50,000	$	49,562	Fixed	5.75	%	12/30/2025	12/30/2020	$	50,000	$	49,625	Fixed	5.75	%	12/30/2025	12/30/2020
Junior subordinated debenture (Trust I)		4,000		3,357	Three-month LIBOR + 3.10%	5.92	%	6/26/2033	6/26/2008		4,124		3,402	Three-month LIBOR + 3.10%	5.05	%	6/26/2033	6/26/2008
Junior subordinated debenture (Trust II)		6,000		5,035	Three-month LIBOR + 1.80%	4.59	%	9/15/2036	9/15/2011		6,186		5,102	Three-month LIBOR + 1.80%	3.69	%	9/15/2036	9/15/2011
Obligations under capital lease		2,700		870	Fixed	7.81	%	10/31/2022	N/A
Finance lease liability											2,700		640	Fixed	7.81	%	10/31/2022	N/A
Total long-term debt	$	62,700	$	58,824						$	63,010	$	58,769

The Company had a $150 thousand letter of credit with the Federal Home Loan Bank as of September 30, 2019 and December 31, 2018. Bank of North Dakota letters of credit are collateralized by loans pledged to the Bank of North Dakota in the amount of $244.8 million and $260.6 million as of September 30, 2019 and December 31, 2018, respectively. There were no outstanding letters of credit with the Bank of North Dakota as of September 30, 2019 and December 31, 2018, respectively.

~~Table of Contents~~

NOTE 11 Financial Instruments with Off‑Balance Sheet Risk

In the normal course of business, the Bank has outstanding commitment and contingent liabilities, such as commitments to extend credit and standby letters of credit, which are not included in the accompanying consolidated financial statements. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Bank uses the same credit policies in making such commitments as it does for instruments that are included in the statements of financial condition.

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As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the following financial instruments whose contract amount represents credit risk were approximately as follows:


	September 30,		December 31,		March 31,		December 31,
(dollars in thousands)	2019		2018		2020		2019
Commitments to extend credit	$	570,220	$	529,890	$	524,069	$	586,365
Standby letters of credit		8,023		8,852		3,276		8,516
Total	$	578,243	$	538,742	$	527,345	$	594,881

Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each client’s creditworthiness on a case by case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation. Collateral held varies but may include accounts receivable, inventory, property and equipment, and income producing commercial properties.

The Company was not required to perform on any financial guarantees and did not incur any losses on its commitments during the past two years.

The Company utilizes standby letters of credit issued by either the Federal Home Loan Bank or the Bank of North Dakota to secure public unit deposits. The Company had a $150 thousand letter of credit with the Federal Home Loan Bank as of March 31, 2020 and December 31, 2019. With the Bank of North Dakota, the Company had $25.0 million of letters of credit outstanding as of March 31, 2020 and $20.0 million as of December 31, 2019. Bank of North Dakota letters of credit were collateralized by loans pledged to the Bank of North Dakota in the amount of $250.3 million and $242.0 million as of March 31, 2020 and December 31, 2019, respectively.

NOTE 12 Share-Based Compensation

The Company has granted equity awards pursuant to the Alerus Financial Corporation 2009 Stock Plan. The awards ~~can be~~were in the form of restricted stock or restricted stock units and are considered to represent an element of employee compensation. Compensation expense for the award is based on the fair value of Alerus Financial Corporation common stock at the time of grant. The value of awards that are expected to vest are amortized into expense over the vesting periods. The ability to grant awards under this plan ~~have~~has expired. ~~Compensation expense relating to awards under this plan was $1.2 million and $702 thousand for the nine months ending September 30, 2019 and September 30, 2018, respectively.~~

~~The following table presents the activity in the stock plan for the nine months ended September 30, 2019 and 2018:~~

Nine months ended September 30, 2019

Nine months ended September 30, 2018

Weighted-

Weighted-




Average Grant


Average Grant


Awards

Date Fair Value

Awards

Date Fair Value
Restricted Stock Awards

Outstanding at beginning of period

337,014

$
18.36

336,397

$
15.38
Granted

70,617

19.87

76,031

22.67
Vested

(53,882)

18.69

(76,753)

10.56
Forfeited or cancelled

(6,138)

17.34

—

—
Outstanding at end of period

347,611

$
18.64

335,675

$
18.13

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As of September 30, 2019, there was $3.6 million of unrecognized compensation expense related to non-vested restricted stock awards granted under the plan. The expense is expected to be recognized over a weighted-average period of 3.29 years.

On May 6, 2019, the Company’s stockholders approved the Alerus Financial Corporation 2019 Equity Incentive Plan. This plan allows the compensation committee the ability to grant a wide variety of equity awards, including stock options, stock appreciation rights, restricted stock, restricted stock units and cash incentive awards in such forms and amounts as it deems appropriate to accomplish the goals of the plan. Any shares subject to an award that is cancelled, forfeited, or expires prior to exercise or realization, either in full or in part, shall again become available for issuance under the plan. However, shares subject to an award shall not again be made available for issuance or delivery under the plan if such shares are (a) tendered in payment of the exercise price of a stock option, (b) delivered to, or withheld by, the Company to satisfy any tax withholding obligation, or (c) covered by a stock‑settled stock appreciation right or other awards that were not issued upon the settlement of the award. Shares vest, become exercisable and contain such other terms and conditions as determined by the compensation committee and set forth in individual agreements with the participant receiving the award. The plan is authorized to issue up to 1,100,000. As of ~~September 30, 2019, no~~March 31, 2020, 13,444 restricted stock awards and 49,604 restricted stock units had been issued under the ~~plan~~plan.

~~For the nine months ended September 30, 2019, the Company issued 13,144 shares of common stock pursuant to the Alerus Financial Corporation Stock Grant Plan for Non‑Employee Directors.~~ Compensation expense relating to ~~stock~~ awards under ~~this plan for the nine months ending September 30, 2019 and 2018,~~these plans was ~~$251 thousand and $2~~$45253 thousand ~~respectively.~~and $

~~NOTE 13 Noninterest Income~~

~~All of~~346 thousand for the ~~Company’s revenue from contracts with customers, within the scope of ASC 606, is recognized in noninterest income. The material groups of noninterest income are defined as follows:~~

~~Retirement~~three months ending March 31, 2020 and ~~benefit services:~~ Retirement and benefit services income is primarily comprised of fees earned from the administration of retirement plans, record‑keeping, compliance services, payroll processing, health savings accounts, and flexible benefit plans. Fees are earned based on a combination of the market value of assets under administration and transaction based fees for services provided. Fees that are determined based on the market value of the assets under administration are generally billed monthly or quarterly in arrears and recognized monthly as the Company’s performance obligations are met. Other transaction based fees are recognized monthly as the performance obligation is satisfied.

~~Wealth management:~~ Wealth management income is earned from a variety of sources including trust administration and other related fiduciary services, custody, investment management and advisory services, and brokerage. Fees are based on the market value of the assets under management and are generally billed monthly in arrears and recognized monthly as the Company’s performance obligations are met. Commissions on transactions are recognized on a trade‑date basis as the performance obligation is satisfied at the point in time in which the trade is processed. Other related services are based on a fixed fee schedule and the revenue is recognized when the services are rendered, which is when the Company has satisfied its performance obligation.

~~Service charges on deposit accounts:~~ Service charges on deposit accounts primarily consist of account analysis fees, monthly maintenance fees, overdraft fees, and other deposit account related fees. Overdraft fees and certain service charges are fixed and the performance obligation is typically satisfied at the time of the related transaction. The consideration for analysis fees and monthly maintenance fees are variable as the fee can be reduced if the customer meets certain qualifying metrics. The Company’s performance obligations are satisfied at the time of the transaction or over the course of a month.

~~Other noninterest income:~~ Other noninterest income components include debit card interchange fees, bank‑owned life insurance income and miscellaneous transactional fees. Income earned from these revenue streams is generally recognized concurrently with the satisfaction of the performance obligation.2019, respectively.

2623

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The following table presents the ~~Company’s noninterest income~~activity in the stock plans for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019:

Three months ended

Nine months ended

September 30,

September 30,
(dollars in thousands)

2019

2018

2019

2018
Retirement and benefits

$
15,307

$
15,536

$
46,142

$
46,873
Wealth management

3,896

3,685

11,385

10,948
Mortgage banking (1)

8,135

5,318

19,739

13,551
Service charges on deposit accounts

447

442

1,321

1,333
Net gains (losses) on investment securities (1)

48

13

357

119
Other




Interchange fees

506

509

1,480

1,519
Bank-owned life insurance income (1)

205

202

601

602
Misc. transactional fees

312

272

881

784
Other noninterest income

724

281

2,732

879
Total noninterest income

$
29,580

$
26,258

$
84,638

$
76,608


	Three months ended March 31, 2020			Three months ended March 31, 2019
		Weighted-			Weighted-
		Average Grant			Average Grant
	Awards	Date Fair Value		Awards	Date Fair Value
Restricted Stock and Restricted Stock Unit Awards
Outstanding at beginning of period	347,211	$	18.64	337,014	$	18.36
Granted	63,048		20.23	70,617		19.87
Vested	(71,339)		16.06	(29,837)		19.96
Forfeited or cancelled	(5,068)		19.37	(753)		21.76
Outstanding at end of period	333,852	$	19.47	377,041	$	18.51

As of March 31, 2020, there was $3.7 million of unrecognized compensation expense related to non-vested awards granted under the plans. The expense is expected to be recognized over a weighted-average period of 3.65 years.

~~(1)~~

~~Not within scope of ASC 606.~~

NOTE 1413 Income Taxes

The components of income tax expense (benefit) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ are as follows:

Three months ended September 30,

2019

2018

Percent of

Percent of

(dollars in thousands)

Amount

Pretax Income

Amount

Pretax Income

Taxes at statutory federal income tax rate

$
1,982

21.0
%

$
1,957

21.0
%
Tax effect of:

Tax exempt income

(107)

(1.1)

(132)

(1.4)

Other

457

4.8

126

1.3

Applicable income taxes

$
2,332

24.7
%

$
1,951

20.9
%


	Nine months ended September 30,								Three months ended March 31,
	2019				2018				2020				2019
			Percent of				Percent of				Percent of				Percent of
(dollars in thousands)	Amount		Pretax Income		Amount		Pretax Income		Amount		Pretax Income		Amount		Pretax Income
Taxes at statutory federal income tax rate	$	6,114	21.0	%	$	5,268	21.0	%	$	1,428	21.0	%	$	1,777	21.0	%
Tax effect of:
Tax exempt income		(329)	(1.1)			(402)	(1.6)
Tax exempt interest income										(121)	(1.8)	%		(73)	(0.9)	%
Other		1,440	4.9			386	1.5			130	1.9	%		320	3.8	%
Applicable income taxes	$	7,225	24.8	%	$	5,252	20.9	%	$	1,437	21.1	%	$	2,024	23.9	%

It is the opinion of management that the Company has no significant uncertain tax positions that would be subject to change upon examination.

NOTE 1514 Segment Reporting

The Company determines reportable segments based on the services offered, the significance of the services offered, the significance of those services to the Company’s financial statements, and management’s regular review of the operating results of those services. The Company operates through four operating segments: Banking, Retirement and Benefit Services, Wealth Management, and Mortgage.

~~Table of Contents~~

The financial information presented onfor each segment ~~sets forth~~includes net interest income, provision for loan losses, direct noninterest income, and direct noninterest expense, before indirect allocations. Corporate Administration includes the indirect overhead and is set forth in the table below. The segment net income before taxes represents direct revenue and expense before indirect allocations and income taxes.

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The following table presents key metrics related to the Company’s segments for the periods presented:


	Three months ended September 30, 2019													Three months ended March 31, 2020
				Retirement and		Wealth				Corporate						Retirement and		Wealth				Corporate
(dollars in thousands)		Banking		Benefit Services		Management		Mortgage		Administration		Consolidated		Banking		Benefit Services		Management		Mortgage		Administration		Consolidated
Net interest income		$	19,193	$	—	$	—	$	384	$	(896)	$	18,681	$	19,446	$	—	$	—	$	268	$	(877)	$	18,837
Provision for loan losses			1,498		—		—		—		—		1,498		2,500		—		—		—		—		2,500
Noninterest income			1,695		15,307		3,896		8,135		547		29,580		1,874		16,220		4,046		5,045		4		27,189
Noninterest expense			10,800		8,551		1,835		7,256		8,885		37,327		12,652		7,932		1,515		5,439		9,188		36,726
Net income before taxes		$	8,590	$	6,756	$	2,061	$	1,263	$	(9,234)	$	9,436	$	6,168	$	8,288	$	2,531	$	(126)	$	(10,061)	$	6,800

Nine months ended September 30, 2019




Retirement and

Wealth



Corporate


(dollars in thousands)

Banking

Benefit Services

Management

Mortgage

Administration

Consolidated
Net interest income

$
57,987

$
—

$
—

$
818

$
(2,713)

$
56,092
Provision for loan losses

5,515

—

—

—

—

5,515
Noninterest income

5,273

46,142

11,385

19,739

2,099

84,638
Noninterest expense

30,880

26,142

5,936

17,184

25,960

106,102
Net income before taxes

$
26,865

$
20,000

$
5,449

$
3,373

$
(26,574)

$
29,113

Three months ended September 30, 2018




Retirement and

Wealth



Corporate


(dollars in thousands)

Banking

Benefit Services

Management

Mortgage

Administration

Consolidated
Net interest income

$
19,568

$
—

$
17

$
248

$
(904)

$
18,929
Provision for loan losses

1,521

—

—

9

—

1,530
Noninterest income

1,710

15,536

3,685

5,318

9

26,258
Noninterest expense

10,042

8,948

1,709

5,319

8,318

34,336
Net income before taxes

$
9,715

$
6,588

$
1,993

$
238

$
(9,213)

$
9,321


	Nine months ended September 30, 2018													Three months ended March 31, 2019
				Retirement and		Wealth				Corporate						Retirement and		Wealth				Corporate
(dollars in thousands)		Banking		Benefit Services		Management		Mortgage		Administration		Consolidated		Banking		Benefit Services		Management		Mortgage		Administration		Consolidated
Net interest income		$	57,960	$	—	$	47	$	653	$	(2,689)	$	55,971	$	19,900	$	—	$	—	$	129	$	(909)	$	19,120
Provision for loan losses			7,071		—		—		9		—		7,080		2,220		—		—		—		—		2,220
Noninterest income			5,159		46,873		10,948		13,551		77		76,608		1,831		15,059		3,611		4,569		4		25,074
Noninterest expense			29,416		27,338		5,702		14,273		23,685		100,414		9,992		8,990		1,924		3,962		8,646		33,514
Net income before taxes		$	26,632	$	19,535	$	5,293	$	(78)	$	(26,297)	$	25,085	$	9,519	$	6,069	$	1,687	$	736	$	(9,551)	$	8,460

Banking

The Banking division offers a complete line of loan, deposit, cash management, and treasury services through ~~locations~~fifteen offices in North Dakota, Minnesota, and Arizona. These products and services are supported through web and mobile based applications. The majority of the Company’s assets and liabilities are in the Banking segment’s balance sheet.

~~Table of Contents~~

Retirement and Benefit Services

Retirement and Benefit Services provides the following services nationally: recordkeeping and administration services to qualified retirement plans; ESOP trustee, recordkeeping, and administration; investment fiduciary services to retirement plans; health savings accounts, flex spending accounts, ~~Cobra~~COBRA recordkeeping and administration services, and payroll to employers; payroll and HIRS services for employers. In addition, the division operates within each of the banking markets as well as in Albert Lea, Minnesota, Lansing, Michigan, Bedford, New Hampshire, and 13 satellite offices.

Wealth Management

The Wealth Management division provides advisory and planning services, investment management, and trust and fiduciary services to clients across the Company’s footprint.

Mortgage

The mortgage division offers first and second mortgage loans through a centralized mortgage unit in Minneapolis, Minnesota as well as through the Banking office locations.

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NOTE 1615 Earnings Per Share

Beginning in the third quarter of 2019, the Company ~~has~~ elected to prospectively use the two-class method in calculating earnings per share due to the restricted stock awards and restricted stock units qualifying as participating securities. Under the two-class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to dividends declared (or accumulated) and participating rights in undistributed earnings. Average shares of common stock for diluted net income per common share include shares to be issued upon the vesting of restricted stock awards and restricted stock units granted under the Company's share-based compensation plans.

The calculation of basic and diluted earnings per share using the two-class method for the three ~~and nine~~ months ending ~~September 30, 2019~~March 31, 2020 is presented below:


	Three months ended		Nine months ended		Three months ended
	September 30,		September 30,		March 31,
(dollars and shares in thousands, except per share data)	2019		2019		2020
Net income	$	7,104	$	21,888	$	5,363
Dividends and undistributed earnings allocated to participating securities		154		514		82
Net income available to common shareholders	$	6,950	$	21,374	$	5,281
Weighted-average common shares outstanding for basic earnings per share		14,274		13,957		17,070
Dilutive effect of stock-based awards		352		360		335
Weighted-average common shares outstanding for diluted earnings per share		14,626		14,317		17,405
Earnings per common share:
Basic earnings per common share	$	0.49	$	1.53	$	0.31
Diluted earnings per common share	$	0.48	$	1.49	$	0.30

For the three ~~and nine~~ months ended ~~September 30, 2018,~~March 31, 2019, the basic and diluted earnings per share were calculated using the treasury stock method, as presented in the table below. The Company determined that the impact to diluted earnings per share would be immaterial if calculated under the two-class method for the three ~~and nine~~ months ended ~~September 30, 2018.~~

~~Table of Contents~~

March 31, 2020.

The calculation of basic and diluted earnings per share using the treasury stock method for the three ~~and nine~~ months ending ~~September 30, 2018~~March 31, 2019 is presented below:


	Three months ended		Nine months ended		Three months ended
	September 30,		September 30,		March 31,
(dollars and shares in thousands, except per share data)	2018		2018		2019
Basic:
Net income attributable to common shareholders	$	7,370	$	19,833	$	6,436
Weighted-average common shares outstanding		13,777		13,759		13,781
Basic earnings per common share	$	0.53	$	1.44	$	0.47
Diluted:
Net income attributable to common shareholders		7,370		19,833	$	6,436
Weighted-average common shares outstanding		13,777		13,759		13,781
Add: Dilutive effect of stock-based awards		294		301		297
Weighted-average common shares outstanding for diluted EPS		14,071		14,060		14,078
Diluted earnings per common share	$	0.52	$	1.41	$	0.46

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NOTE 1716 Derivative Instruments

The Company did not have any derivatives designated as hedging instruments, as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019. The following table presents the amounts recorded in the Company’s consolidated balance sheets, for derivatives not designated as hedging instruments, as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:


		September 30, 2019				December 31, 2018					March 31, 2020				December 31, 2019
		Fair		Notional		Fair		Notional			Fair		Notional		Fair		Notional
(dollars in thousands)		Value		Amount		Value		Amount			Value		Amount		Value		Amount
Asset Derivatives	Consolidated Balance Sheet Location									Consolidated Balance Sheet Location
Interest rate lock commitments	Other assets	$	2,036	$	89,608	$	12	$	33,858	Other assets	$	2,543	$	147,414	$	1,228	$	45,715
Forward loan sales commitments	Other assets		447		17,662		—		—	Other assets		1,059		35,011		393		12,784
TBA mortgage backed securities	Other assets		—		—		—		—	Other assets		—		—		—		—
Total asset derivatives		$	2,483	$	107,270	$	12	$	33,858		$	3,602	$	182,425	$	1,621	$	58,499
Liability Derivatives
Interest rate lock commitments	Accrued expenses and other liabilities	$	—	$	—	$	—	$	—	Accrued expenses and other liabilities	$	—	$	—	$	—	$	—
Forward loan sales commitments	Accrued expenses and other liabilities		—		—		7		2,956	Accrued expenses and other liabilities		—		—		—		—
TBA mortgage backed securities	Accrued expenses and other liabilities		104		148,500		—		—	Accrued expenses and other liabilities		2,884		193,500		109		68,500
Total liability derivatives		$	104	$	148,500	$	7	$	2,956		$	2,884	$	193,500	$	109	$	68,500

The gain (loss) recognized on derivative instruments for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ was as follows:


			Gain/(loss)
			Three months ended				Nine months ended					Three months ended
			September 30,		September 30,		September 30,		September 30,		Consolidated Statements of	March 31,		March 31,
(dollars in thousands)		Consolidated Statements of Income Location	2019		2018		2019		2018		Income Location	2020		2019
Interest rate lock commitments		Mortgage banking	$	(257)	$	(29)	$	2,024	$	(11)	Mortgage banking	$	1,227	$	1,789
Forward loan sales commitments		Mortgage banking		(199)		46		454		24	Mortgage banking		666		246
TBA mortgage backed securities		Mortgage banking		680		—		(104)		—	Mortgage banking		(3,423)		(454)
Total gain/(loss) from derivative instruments	Total gain/(loss) from derivative instruments		$	224	$	17	$	2,374	$	13		$	(1,530)	$	1,581

~~Table of Contents~~

NOTE 1817 Regulatory Matters

The Company and the Bank isare subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s ~~and the Bank’s~~ consolidated financial statements.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of common equity tier 1, tier 1, and total capital (as defined in the regulations) to risk weighted assets (as defined) and of tier 1 capital (as defined) to average assets (as defined). Management believes ~~as of September 30, 2019~~at March 31, 2020 and December 31, ~~2018,~~2019, each of the Company and the Bank had met all of the capital adequacy requirements to which it is ~~subject and would be considered well capitalized under the regulatory framework for prompt corrective action.~~subject.

Table of Contents

The following table presents the Company’s and the Bank’s actual capital amounts and ratios as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:


	September 30, 2019										March 31, 2020
								Minimum to be												Minimum to be
					Requirements			Well Capitalized								Requirements				Well Capitalized
					for Capital			Under Prompt								for Capital				Under Prompt
	Actual				Adequacy Purposes			Corrective Action			Actual				Adequacy Purposes				Corrective Action
(dollars in thousands)	Amount		Ratio		Amount	Ratio		Amount	Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
Common equity tier 1 capital to risk weighted assets
Consolidated	$	233,030	12.38	%	84,705	4.50	%	N/A	N/A		$	243,448	12.36	%	$	88,643	4.50	%	$	N/A	N/A
Bank		222,600	11.84	%	84,594	4.50	%	122,192	6.50	%		232,162	11.80	%		88,567	4.50	%		127,930	6.50	%
Tier 1 capital to risk weighted assets								.												.
Consolidated		241,197	12.81	%	112,940	6.00	%	N/A	N/A			251,671	12.78	%		118,190	6.00	%		N/A	N/A
Bank		222,600	11.84	%	112,792	6.00	%	150,390	8.00	%		232,162	11.80	%		118,089	6.00	%		157,452	8.00	%
Total capital to risk weighted assets
Consolidated		313,700	16.67	%	150,587	8.00	%	N/A	N/A			325,964	16.55	%		157,587	8.00	%		N/A	N/A
Bank		245,585	13.06	%	150,390	8.00	%	187,987	10.00	%		256,793	13.05	%		157,452	8.00	%		196,815	10.00	%
Tier 1 capital to average assets
Consolidated		241,197	11.33	%	85,152	4.00	%	N/A	N/A			251,671	10.62	%		94,826	4.00	%		N/A	N/A
Bank		222,600	10.47	%	85,009	4.00	%	106,261	5.00	%		232,162	9.80	%		94,752	4.00	%		118,440	5.00	%

~~Table of Contents~~


	December 31, 2018										December 31, 2019
								Minimum to be												Minimum to be
					Requirements			Well Capitalized								Requirements				Well Capitalized
					for Capital			Under Prompt								for Capital				Under Prompt
	Actual				Adequacy Purposes			Corrective Action			Actual				Adequacy Purposes				Corrective Action
(dollars in thousands)	Amount		Ratio		Amount	Ratio		Amount	Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
Common equity tier 1 capital to risk weighted assets
Consolidated	$	151,745	8.43	%	N/A	N/A		N/A	N/A		$	239,672	12.48	%	$	86,452	4.50	%	$	N/A	N/A
Bank		204,680	11.39	%	80,866	4.50	%	116,806	6.50	%		228,512	11.91	%		86,362	4.50	%		124,745	6.50	%
Tier 1 capital to risk weighted assets																				.
Consolidated		159,774	8.87	%	N/A	N/A		N/A	N/A			247,866	12.90	%		115,270	6.00	%		N/A	N/A
Bank		204,680	11.39	%	107,821	6.00	%	143,761	8.00	%		228,512	11.91	%		115,149	6.00	%		153,532	8.00	%
Total capital to risk weighted assets
Consolidated		231,510	12.86	%	N/A	N/A		N/A	N/A			321,415	16.73	%		153,693	8.00	%		N/A	N/A
Bank		226,854	12.62	%	143,806	8.00	%	179,758	10.00	%		252,436	13.15	%		153,532	8.00	%		191,915	10.00	%
Tier 1 capital to average assets
Consolidated		159,774	7.51	%	N/A	N/A		N/A	N/A			247,866	11.05	%		91,504	4.00	%		N/A	N/A
Bank		204,680	9.63	%	85,018	4.00	%	106,272	5.00	%		228,512	10.20	%		89,615	4.00	%		112,018	5.00	%

The Bank is subject to certain restrictions on the amount of dividends that it may pay without prior regulatory approval. The Company and the Bank are subject to the rules of the Basel III regulatory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act rules. The rules included the implementation of a 2.5 percent capital conservation buffer that is added to the minimum requirements for capital adequacy purposes. A banking organization with a conservation buffer of less than the required amount will be subject to the limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. At March 31, 2020, the ratios for the Company and the Bank were sufficient to meet the conservation buffer. In addition, the Company must adhere to various U.S. Department of Housing and Urban Development, ~~(“HUD”)~~or HUD, regulatory guidelines including required minimum capital and liquidity to maintain their Federal Housing Administration approval status. Failure to comply with the HUD guidelines could result in withdrawal of this certification. As of ~~September 30, 2019,~~March 31, 2020, and December 31, ~~2018,~~2019, the Company was in compliance with HUD guidelines.

NOTE 1918 Fair Value of Assets and Liabilities

The Company categorizes its assets and liabilities measured at estimated fair value into a three level hierarchy based on the priority of the inputs to the valuation technique used to determine estimated fair value. The estimated fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used in the determination of the estimated fair value

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measurement fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the estimated fair value measurement. Assets and liabilities valued at estimated fair value are categorized based on the following inputs to the valuation techniques as follows:

Level 1—Inputs that utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that an entity has the ability to access.

Level 2—Inputs that include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Estimated fair values for these instruments are estimated using pricing models, quoted prices of investment securities with similar characteristics, or discounted cash flows.

Level 3—Inputs that are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. Subsequent to initial recognition, the Company may re‑measure the carrying value of assets and liabilities measured on a nonrecurring basis to estimated fair value. Adjustments to estimated fair value usually result when certain assets are impaired. Such assets are written down from their carrying amounts to their estimated fair value.

~~Table of Contents~~

Professional standards allow entities the irrevocable option to elect to measure certain financial instruments and other items at estimated fair value for the initial and subsequent measurement on an instrument‑by‑instrument basis. The Company adopted the policy to value certain financial instruments at estimated fair value. The Company has not elected to measure any existing financial instruments at estimated fair value; however, it may elect to measure newly acquired financial instruments at estimated fair value in the future.

Recurring Basis

The Company uses estimated fair value measurements to record estimated fair value adjustments to certain assets and liabilities and to determine estimated fair value disclosures.

The following tables present the balances of the assets and liabilities measured at estimated fair value on a recurring basis as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:


	September 30, 2019								March 31, 2020
(dollars in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Trading securities
U.S. treasury and government agencies	$	—	$	—	$	—	$	—
Available-for-sale and equity securities
U.S. treasury and government agencies	$	—	$	21,602	$	—	$	21,602	$	—	$	16,627	$	—	$	16,627
Obligations of state and political agencies		—		47,856		—		47,856		—		69,106		—		69,106
Mortgage backed securities
Residential agency		—		169,337		—		169,337		—		229,309		—		229,309
Commercial		—		32,652		—		32,652		—		29,910		—		29,910
Asset backed securities		—		157		—		157		—		141		—		141
Corporate bonds		—		7,112		—		7,112		—		9,056		—		9,056
Equity securities		2,675		—		—		2,675
Total available-for-sale and equity securities	$	2,675	$	278,716	$	—	$	281,391
Total available-for-sale securities									$	—	$	354,149	$	—	$	354,149
Other assets
Derivatives	$	—	$	2,483	$	—	$	2,483	$	—	$	3,602	$	—	$	3,602
Other liabilities
Derivatives	$	—	$	104	$	—	$	104	$	—	$	2,884	$	—	$	2,884

December 31, 2018
(dollars in thousands)

Level 1

Level 2

Level 3

Total
Trading securities








U.S. treasury and government agencies

$
—

$
1,539

$
—

$
1,539
Available-for-sale and equity securities








U.S. treasury and government agencies

$
—

$
19,142

$
—

$
19,142
Obligations of state and political agencies

—

66,387

—

66,387
Mortgage backed securities








Residential agency

—

126,998

—

126,998
Commercial

—

28,767

—

28,767
Asset backed securities

—

399

—

399
Corporate bonds

—

8,481

—

8,481
Equity securities

3,165

—

—

3,165
Total available-for-sale and equity securities

$
3,165

$
250,174

$
—

$
253,339
Other assets








Derivatives

$
—

$
12

$
—

$
12
Other liabilities








Derivatives

$
—

$
7

$
—

$
7

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	December 31, 2019
(dollars in thousands)	Level 1		Level 2		Level 3		Total
Available-for-sale and equity securities
U.S. treasury and government agencies	$	—	$	21,240	$	—	$	21,240
Obligations of state and political agencies		—		68,648		—		68,648
Mortgage backed securities
Residential agency		—		182,538		—		182,538
Commercial		—		30,685		—		30,685
Asset backed securities		—		144		—		144
Corporate bonds		—		7,095		—		7,095
Equity securities		2,808		—		—		2,808
Total available-for-sale and equity securities	$	2,808	$	310,350	$	—	$	313,158
Other assets
Derivatives	$	—	$	1,621	$	—	$	1,621
Other liabilities
Derivatives	$	—	$	109	$	—	$	109

The following is a description of the valuation methodologies used for instruments measured at estimated fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Investment Securities

When available, the Company uses quoted market prices to determine the estimated fair value of investment securities; such items are classified in Level 1 of the estimated fair value hierarchy. For the Company’s investment securities for which quoted prices are not available for identical investment securities in an active market, the Company determines estimated fair value utilizing vendors who apply matrix pricing for similar bonds for which no prices are observable or may compile prices from various sources. These models are primarily industry‑standard models that consider various assumptions, including time value, yield curve, volatility factors, prepayment speeds, default rates, loss severity, current market, and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. Estimated fair values from these models are verified, where possible, against quoted prices for recent trading activity of assets with similar characteristics to the security being valued. Such methods are generally classified as Level 2. However, when prices from independent sources vary, cannot be obtained, or cannot be corroborated, a security is generally classified as Level 3.

Derivatives

All of the Company’s derivatives are traded in over‑the‑counter markets where quoted market prices are not readily available. For these derivatives, estimated fair value is measured using internally developed models that use primarily market observable inputs, such as yield curves and option volatilities, and accordingly, classify as Level 2. Examples of Level 2 derivatives are basic interest rate swaps and forward contracts. Any remaining derivative estimated fair value measurements using significant assumptions that are unobservable are classified as Level 3. Level 3 derivatives include interest rate lock commitments written for residential mortgage loans that are held for sale.

Nonrecurring Basis

Certain assets are measured at estimated fair value on a nonrecurring basis. These assets are not measured at estimated fair value on an ongoing basis; however, they are subject to estimated fair value adjustments in certain circumstances, such as when there is evidence of impairment or a change in the amount of previously recognized impairment.

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Net impairment related to nonrecurring estimated fair value measurements of certain assets as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 consisted of the following:


	September 30, 2019								March 31, 2020
(dollars in thousands)	Level 2		Level 3		Total		Impairment		Level 2		Level 3		Total		Impairment
Loans held for sale	$	66,021	$	—	$	66,021	$	—	$	72,258	$	—	$	72,258	$	—
Loans held for branch sale		—		—		—		—
Impaired loans		—		3,050		3,050		2,107		—		4,876		4,876		3,066
Foreclosed assets		—		84		84		—		—		209		209		—
Servicing rights		—		4,146		4,146		—		—		3,277		3,277		—


	December 31, 2018								December 31, 2019
(dollars in thousands)	Level 2		Level 3		Total		Impairment		Level 2		Level 3		Total		Impairment
Loans held for sale	$	14,486	$	—	$	14,486	$	—	$	46,846	$	—	$	46,846	$	—
Loans held for branch sale		—		32,031		32,031		—
Impaired loans		—		4,022		4,022		2,538		—		4,816		4,816		3,138
Foreclosed assets		—		204		204		245		—		8		8		—
Servicing rights		—		4,623		4,623		—		—		3,845		3,845		—

~~Table of Contents~~

Loans Held for Sale

Loans originated and held for sale are carried at the lower of cost or estimated fair value. The Company obtains quotes or bids on these loans directly from purchasing financial institutions. Typically these quotes include a premium on the sale and thus these quotes indicate estimated fair value of the held for sale loans is greater than cost.

On January 15, 2019, the Bank entered into an agreement with a third party to sell the loans of two branch locations in Duluth, Minnesota, and on April 26, 2019, the Bank completed the sale. As of December 31, 2018, the loans were held for branch sale and totaled $32.0 million. The estimated fair value in the table above was based on the agreed upon purchase price in the sales contract. The measurements were classified as Level 3.

Impairment losses for loans held for sale that are carried at the lower of cost or estimated fair value, represent additional net write‑downs during the period to record these loans at the lower of cost or estimated fair value, subsequent to their initial classification as loans held for sale.

Impaired Loans

In accordance with the provisions of the loan impairment guidance, loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms are measured for impairment. Allowable methods for estimating fair value include using the estimated fair value of the collateral for collateral dependent loans or, where a loan is determined not to be collateral dependent, using a discounted cash flow method. The estimated fair value method requires obtaining a current independent appraisal of the collateral and applying a discount factor, if necessary, to the appraised value and including costs to the sell. Because many of these inputs are not observable, the measurements are classified as Level 3.

Foreclosed Assets

Foreclosed assets are recorded at estimated fair value based on property appraisals, less estimated selling costs, at the date of the transfer with any impairment amount charged to the allowance for loan losses. Subsequent to the transfer, foreclosed assets are carried at the lower of cost or estimated fair value, less estimated selling costs with changes in the estimated fair value or any impairment amount recorded in other noninterest expense. Fair value measurements may be based upon appraisals, third‑party price opinions, or internally developed pricing methods. These measurements are classified as Level 3.

Servicing Rights

Servicing rights do not trade in an active market with readily observable prices. Accordingly, the estimated fair value of servicing rights is determined using a valuation model that calculates the present value of estimated future net servicing income. The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of prepayment speeds, discount rate, cost to service, escrow account earnings, contractual servicing fee income, ancillary income, and late fees. Servicing rights are carried at lower of cost or market value, and therefore can be subject to estimated fair value measurements on a nonrecurring basis. Estimated fair value measurements of servicing rights use significant unobservable inputs and accordingly, are classified as Level 3. The

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Company obtains the estimated fair value of servicing rights from an independent third party pricing service and records the unadjusted estimated fair values in the financial statements.

~~Table of Contents~~

The valuation techniques and significant unobservable inputs used to measure Level 3 estimated fair values as of ~~September 30, 2019,~~March 31, 2020, and December 31, ~~2018,~~2019, were as follows:

September 30, 2019

March 31, 2020

(dollars in thousands)

Weighted

Asset Type

Valuation Technique

Unobservable Input

Fair Value

Range

Average

Valuation Technique

Unobservable Input

Fair Value

Range

Average

Impaired loans

Appraisal value

Property specific adjustment

3,050

N/A

Appraisal value

Property specific adjustment

4,876

N/A

Foreclosed assets

Appraisal value

Property specific adjustment

N/A

Appraisal value

Property specific adjustment

209

N/A

Servicing rights

Discounted cash flows

Prepayment speed assumptions

4,146

154-270

194

Discounted cash flows

Prepayment speed assumptions

3,277

158-471

237

Discount rate

9.5

Discount rate

9.4

December 31, 2018

December 31, 2019

(dollars in thousands)

Weighted

Asset Type

Valuation Technique

Unobservable Input

Fair Value

Range

Average

Valuation Technique

Unobservable Input

Fair Value

Range

Average

Loans held for branch sale

Discounted cash flows

Sales agreement

32,031

N/A

Impaired loans

Appraisal value

Property specific adjustment

4,022

N/A

Appraisal value

Property specific adjustment

4,816

N/A

Foreclosed assets

Appraisal value

Property specific adjustment

204

N/A

Appraisal value

Property specific adjustment

N/A

Servicing rights

Discounted cash flows

Prepayment speed assumptions

4,623

104 - 211

130

Discounted cash flows

Prepayment speed assumptions

3,845

123-267

194

Discount rate

10.5

Discount rate

9.4

Disclosure of estimated fair value information about financial instruments, for which it is practicable to estimate that value, is required whether or not recognized in the consolidated balance sheets. In cases in which quoted market prices are not available, estimated fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimate of future cash flows. In that regard, the derived estimated fair value estimates cannot be substantiated by comparison to independent markets and, in many cases could not be realized in immediate settlement of the instruments. Certain financial instruments, with an estimated fair value that is not practicable to estimate and all non‑financial instruments, are excluded from the disclosure requirements. Accordingly, the aggregate estimated fair value amounts presented do not necessarily represent the underlying value of the Company.

The following disclosures represent financial instruments in which the ending balances, as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, were not carried at estimated fair value in their entirety on the consolidated balance sheets.

Cash and Cash Equivalents and Accrued Interest

The carrying amounts reported in the consolidated balance sheets approximate those assets and liabilities estimated fair values.

Loans

For variable‑rate loans that reprice frequently and with no significant change in credit risk, estimated fair values are based on carrying values. The estimated fair values of other loans are estimated using discounted cash flow analysis, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.

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Bank‑Owned Life Insurance

Bank‑owned life insurance is carried at the amount due upon surrender of the policy, which is also the estimated fair value. This amount was provided by the insurance companies based on the terms of the underlying insurance contract.

~~Table of Contents~~

Deposits

The estimated fair values of demand deposits are, by definition, equal to the amount payable on demand at the consolidated balance sheet date. The estimated fair values of fixed‑rate certificates of deposit are estimated using a discounted cash flow calculation that applies current incremental interest rates being offered on certificates of deposit to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit.

~~Deposits Held for Sale~~

On January 15, 2019, the Bank entered into an agreement with a third party to sell the deposits of two branch locations in Duluth, Minnesota, and on April 26, 2019, the Bank completed the sale. As of December 31, 2018, the deposits were held for sale and totaled $24.2 million. The estimated fair value in the table below was based on the carrying value of the deposits, less the premium the Bank received, in accordance with the purchase agreement.

Short‑Term Borrowings and Long‑Term Debt

For variable‑rate borrowings that reprice frequently, estimated fair values are based on carrying values. The estimated fair value of fixed‑rate borrowings are estimated using discounted cash flow analysis, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

Off‑Balance Sheet Credit‑Related Commitments

Off‑balance sheet credit related commitments are generally of short‑term nature. The contract amount of such commitments approximates their estimated fair value since the commitments are comprised primarily of unfunded loan commitments which are generally priced at market at the time of funding.

The estimated fair values, and related carrying or notional amounts, of the Company’s financial instruments are as follows:


	September 30, 2019										March 31, 2020
	Carrying		Estimated Fair Value								Carrying		Estimated Fair Value
(dollars in thousands)	Amount		Level 1		Level 2		Level 3		Total		Amount		Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents	$	61,174	$	61,174	$	—	$	—	$	61,174	$	198,489	$	198,489	$	—	$	—	$	198,489
Loans		1,663,103		—		—		1,658,151		1,658,151		1,731,258		—		—		1,761,783		1,761,783
Accrued interest receivable		7,412		7,412		—		—		7,412		7,425		7,425		—		—		7,425
Bank-owned life insurance		31,364		—		31,364		—		31,364		31,763		—		31,763		—		31,763
Financial Liabilities
Noninterest-bearing transaction	$	537,951	$	—	$	537,951	$	—	$	537,951
Interest-bearing transaction		1,102,409		—		1,102,409		—		1,102,409
Noninterest-bearing deposits											$	608,559	$	—	$	608,559	$	—	$	608,559
Interest-bearing deposits												1,311,585		—		1,311,585		—		1,311,585
Time deposits		192,753		—		—		192,869		192,869		201,370		—		—		202,892		202,892
Short-term borrowings		—		—		—		—		—
Long-term debt		58,775		—		58,285		—		58,285		58,762		—		57,941		—		57,941
Accrued interest payable		1,879		1,879		—		—		1,879		1,760		1,760		—		—		1,760


	December 31, 2019
	Carrying		Estimated Fair Value
(dollars in thousands)	Amount		Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents	$	144,006	$	144,006	$	—	$	—	$	144,006
Loans		1,697,355		—		—		1,693,824		1,693,824
Accrued interest receivable		7,551		7,551		—		—		7,551
Bank-owned life insurance		31,566		—		31,566		—		31,566
Financial Liabilities
Noninterest-bearing deposits	$	577,704	$	—	$	577,704	$	—	$	577,704
Interest-bearing deposits		1,197,530		—		1,197,530		—		1,197,530
Time deposits		196,082		—		—		196,182		196,182
Long-term debt		58,769		—		58,239		—		58,239
Accrued interest payable		1,038		1,038		—		—		1,038

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December 31, 2018

Carrying

Estimated Fair Value
(dollars in thousands)

Amount

Level 1

Level 2

Level 3

Total
Financial Assets










Cash and cash equivalents

$
40,651

$
40,651

$
—

$
—

$
40,651
Loans

1,679,676

—

—

1,663,401

1,663,401
Accrued interest receivable

7,645

7,645

—

—

7,645
Bank-owned life insurance

30,763

—

30,763

—

30,763
Financial Liabilities










Noninterest-bearing transaction

$
550,640

$
—

$
550,640

$
—

$
550,640
Interest-bearing transaction

1,053,869

—

1,053,869

—

1,053,869
Time deposits

170,587

—

—

172,616

172,616
Deposits held for sale

24,197

—

—

22,019

22,019
Short-term borrowings

93,460

93,460

—

—

93,460
Long-term debt

58,824

—

59,988

—

59,988
Accrued interest payable

720

720

—

—

720

NOTE ~~20 Branch Sale~~19 Subsequent Events

On ~~January 15, 2019,~~March 27, 2020, President Trump signed into Law the ~~Bank announced an agreement~~Coronavirus Aid Relief and Economic Security Act, or CARES Act, which establishes a $2.0 trillion economic stimulus package, including cash payments to ~~sell~~individuals, supplemental unemployment insurance benefits and a $349 billion loan program administered through the ~~Bank’s branch offices located~~U.S. Small Business Administration, or SBA, referred to as the paycheck protection program, or PPP. Under the PPP, small businesses, sole proprietorships, independent contractors, and self-employed individuals may apply for loans from existing SBA lenders and other approved regulated lenders that enroll in ~~Duluth, Minnesota, including loans~~the program, subject to numerous limitations and ~~deposits attributable to those offices, to another financial institution.~~eligibility criteria. The Bank ~~decided~~is participating as a lender in the PPP. In addition, the CARES Act provides financial institutions the option to ~~exit~~temporarily suspend certain requirements under GAAP related to TDRs for a limited period of time to account for the ~~Duluth market to reallocate resources~~effects of COVID-19. See “Note 4 Loans and Allowance for Loan Losses” for additional discussion regarding TDRs.

On April 2, 2020, the SBA issued an interim final rule, announcing the implementation of sections 1102 and 1106 of the CARES Act. Section 1102 of the CARES Act temporarily added a new program, the PPP, to the ~~Minneapolis-St. Paul-Bloomington metropolitan statistical area, which is~~SBA’s 7(a) Loan Program. Section 1106 of the CARES Act provides for forgiveness of up to the full principal amount of qualifying loans guaranteed under the PPP. The PPP and loan forgiveness are intended to provide economic relief to small businesses nationwide adversely impacted by COVID-19.

As an SBA-Certified Preferred lender we were delegated the authority as part of the CARES Act to make PPP SBA-guaranteed financing available to eligible borrowers. As of April 21, 2020, we had assisted over 900 new and existing clients secure approximately $300 million of PPP financing. The SBA will pay a ~~higher growth market in~~processing fee based on the ~~state,~~balance of the financing outstanding at the time of final disbursement. The processing fees will be as follows: five percent for loans of not more than $350 thousand, three percent for loans of more than $350 thousand and its’ other core markets in the Phoenix-Mesa-Scottsdale metropolitan statistical area, and in Fargo and Grand Forks, North Dakota. The loans and deposits were classified as held for sale in the consolidated financial statements as of December 31, 2018. The transaction closed on April 26, 2019. The loans and deposits associated with this transaction totaled approximately $28.3less than $2 million, and ~~$19.4~~one percent for loans of at least $2 million. We currently expect to receive approximately $8.9 million ~~respectively,~~in net processing fees which will be deferred and recognized as interest income on a level yield method over the life of the ~~closing date. A pre‑tax gain on~~respective loans.

On April 7, 2020, the ~~sale was recognized in~~Board of Governors of the ~~amount~~Federal Reserve System, or FRB, authorized each of ~~$1.5 million.~~the Federal Reserve Banks to establish the Payment Protection Program Lending Facility, or PPPL Facility, pursuant to section 13(3) of the Federal Reserve Act. Under the PPPL Facility, each of the Federal Reserve Banks will extend non-recourse loans to eligible financial institutions to fund loans guaranteed by the SBA under the PPP established by the CARES Act.

On April 15, 2020, we executed a PPPL Facility Agreement with the Federal Reserve Bank of Minneapolis. The PPP loans guaranteed by the SBA are eligible to serve as collateral for the PPPL Facility. The PPPL Facility will provide us with additional liquidity to facilitate lending to small businesses under the PPP.

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Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

The following discussion explains our financial condition and results of operations as of and for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019. 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 ~~prospectus filed with the SEC~~Annual Report on ~~September 13, 2019, pursuant to Rule 424(b)(4) under the Securities Act of 1933, which contains audited financial statements of the Company as of and~~Form 10-K for the year ended December 31, ~~2018. Annualized results for these interim periods may not be indicative of results for~~2019, filed with the ~~full year or future periods.~~Securities and Exchange Commission on March 26, 2020.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains ~~“forward-looking~~“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 Alerus Financial Corporation. 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. Examples of forward-looking statements include, among others, statements we make regarding our projected growth, anticipated future financial performance, financial condition, credit quality and management’s long-term performance goals and the future plans and prospects of Alerus Financial Corporation.

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 the future of 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: our ability to successfully manage credit risk and maintain an adequate level of allowance for loan losses; business and economic conditions generally and in the financial services industry, nationally and within our market areas; the overall health of the local and national real estate market; concentrations within our loan portfolio; the level of nonperforming assets on our balance sheet; our ability to implement our organic and acquisition growth strategies; the impact of economic or market conditions on our fee-based services; our ability to continue to grow our retirement and benefit services business; our ability to continue to originate a sufficient volume of residential mortgages; 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; potential losses incurred in connection with mortgage loan repurchases; the composition of our executive management team and our ability to attract and retain key personnel; rapid technological change in the financial services industry; increased competition in the financial services industry; our ability to successfully manage liquidity risk; the effectiveness of our risk management framework; the commencement and outcome of litigation and other legal proceedings and regulatory actions against us or to which we may become subject; potential impairment to the goodwill we recorded in connection with our past acquisitions; the extensive regulatory framework that applies to us; the impact of recent and future legislative and regulatory changes; interest rate risks associated with our business; fluctuations in the values of the securities held in our securities portfolio; governmental monetary, trade and fiscal policies; any material weaknesses in our internal control over financial reporting; our 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 Alerus Financial Corporation with the Securities and Exchange Commission.

the effects of the COVID-19 pandemic, including its potential effects on the economic environment, our clients and our operations, as well as any changes to federal, state, or local government laws, regulations, or orders in connections with the pandemic;

our ability to successfully manage credit risk and maintain an adequate level of allowance for loan losses;

new or revised accounting standards, including as a result of the future implementation of the new Current Expected Credit Loss standard;

business and economic conditions generally and in the financial services industry, nationally and within our market areas;

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

concentrations within our loan portfolio;

the level of nonperforming assets on our balance sheet;

our ability to implement our organic and acquisition growth strategies;

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the impact of economic or market conditions on our fee-based services;

our ability to continue to grow our retirement and benefit services business;

our ability to continue to originate a sufficient volume of residential mortgages;

our ability to manage mortgage pipeline risk;

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;

potential losses incurred in connection with mortgage loan repurchases;

the composition of our executive management team and our ability to attract and retain key personnel;

rapid technological change in the financial services industry;

increased competition in the financial services industry;

our ability to successfully manage liquidity risk;

the effectiveness of our risk management framework;

the commencement and outcome of litigation and other legal proceedings and regulatory actions against us or to which we may become subject;

potential impairment to the goodwill we recorded in connection with our past acquisitions;

the extensive regulatory framework that applies to us;

the impact of recent and future legislative and regulatory changes;

interest rate risks associated with our business;

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

governmental monetary, trade and fiscal policies;

severe weather, natural disasters, widespread disease or pandemics, such as the COVID-19 pandemic, acts of war or terrorism, or other adverse external events;

any material weaknesses in our internal control over financial reporting;

our 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 Alerus Financial Corporation with the Securities and Exchange Commission.

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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. We undertake 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

We are a diversified financial services company headquartered in Grand Forks, North Dakota. Through our subsidiary, Alerus Financial, National Association, ~~(the “Bank”),~~or the Bank, we provide innovative and comprehensive financial solutions to businesses and consumers through four distinct business lines—banking, retirement and benefit services, wealth management and mortgage. These solutions are delivered through a relationship‑oriented primary point of contact along with responsive and client‑friendly technology.

Our business model produces strong financial performance and a diversified revenue stream, which has helped us establish a brand and culture yielding both a loyal client base and passionate and dedicated employees. We generate a majority of our overall revenue from noninterest income, which is driven primarily by our retirement and benefit services, wealth management and mortgage business lines. The remainder of our revenue consists of net interest income, which we derive from offering our traditional banking products and services.

Critical Accounting Policies

Our consolidated financial statements are prepared based on the application of accounting policies generally accepted in the United States, ~~(“GAAP”). Our critical accounting policies require reliance on~~or GAAP. The preparation of our consolidated financial statements requires management to make estimates and ~~assumptions, which~~judgments that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates are based upon historical experience and on various other assumptions that management believes are reasonable under current ~~circumstances, but~~circumstances. These estimates form the basis for making judgments about the carrying value of certain assets and liabilities that are not readily available from other sources. Actual results may ~~prove to be inaccurate or can be subject to variations. Changes in underlying factors,~~differ from these estimates under different assumptions or conditions. The estimates ~~could~~and judgments that management believes have ~~a material impact~~the most effect on ~~our future~~the Company’s reported financial ~~condition~~position and results of ~~operations.~~

~~The most critical of these significant accounting policies~~operations are set forth in Note 1 – Significant Accounting Policies of the Notes to the Consolidated Statements, included in our ~~consolidated financial statements as of and~~Annual Report on Form 10-K for the ~~periods~~year ended December 31, ~~2018, 2017, and 2016 included in our prospectus filed with the SEC on September 13, 2019, pursuant to Rule 424(b)(4) under the Securities Act of 1933.~~2019. There have been no significant changes in critical accounting policies or the assumptions and judgments utilized in applying these policies since December 31, ~~2018.~~2019.

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.

Recent Developments

~~On September 17, 2019, we sold 2,860,000 shares~~Impact of ~~common stock~~COVID-19.

The progression of the COVID-19 pandemic in the United States began to have an adverse impact on our financial condition and results of operations as of and for the three months ended March 31, 2020, and is expected to have a complex and significant adverse impact on the economy, the banking industry and our company in future fiscal periods, all subject to a high degree of uncertainty.

Effects on Our Market Areas. Our primary banking market areas are the states of North Dakota, Minnesota, and Arizona. Our retirement and benefit services business serves clients in all 50 states. We offer retirement and benefit services at all of our banking offices located in our three primary market areas. In addition, we operate two retirement and benefits services offices in Minnesota, two in Michigan and one in New Hampshire.

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In Minnesota, the Governor recently ordered individuals to stay at home and non-essential businesses to cease all activities, in each case subject to limited exceptions. This order went into effect on March 28, 2020, and is currently effective through May 4, 2020. Similarly, in Arizona, the Governor recently ordered individuals to stay at home and non-essential businesses to cease all activities, in each case subject to limited exceptions. This order went into effect on March 31, 2020, and is currently effective through April 30, 2020. In North Dakota, the Governor has not issued an order requiring individuals to stay at home, but has recently placed certain restrictions on bars, restaurants and gyms. In response to these orders, the Bank has been serving its customers through its drive-up windows at various branch locations and through online and mobile banking. The Bank is also permitting certain visits to its branches on a limited basis and by appointment only.

Each state has experienced a dramatic and sudden increase in unemployment levels as a result of the curtailment of business activities. According to data released by the U.S. Department of Labor, initial claims for unemployment insurance have spiked in recent weeks in each of the states in our banking markets, a trend we expect to continue for the foreseeable future until the stay-at-home orders are lifted. To date, many of the public ~~offering. On September 25, 2019,~~health and economic effects of COVID-19 have been concentrated in the largest U.S. cities, such as New York, but we ~~sold an additional 429,000 shares~~anticipate that similar effects will occur on a more delayed basis in smaller cities and communities, where many our banking operations are focused.

Policy and Regulatory Developments. Federal, state and local governments and regulatory authorities have enacted and issued a range of ~~common stock pursuant~~policy responses to the ~~exercise in full by~~COVID-19 pandemic, including the ~~underwriters~~following:

The Federal Reserve decreased the range for the Federal Funds Target Rate by 0.50% on March 3, 2020, and by another 1.0% on March 16, 2020, reaching a current range of 0.0 – 0.25%.

On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act, or CARES Act, which established a $2.0 trillion economic stimulus package, including cash payments to individuals, supplemental unemployment insurance benefits and a $349 billion loan program administered through the U.S. Small Business Administration, or SBA, referred to as the paycheck protection program, or PPP. Under the PPP, small businesses, sole proprietorships, independent contractors and self-employed individuals may apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. The Bank is participating as a lender in the PPP. On or about April 16, 2020, the SBA notified lenders that the $349 billion earmarked for the PPP was exhausted. On April 24, 2020, an additional $310 billion in funding for PPP loans was authorized, with such funds available for PPP loans beginning on April 27, 2020. In addition, the CARES Act provides financial institutions 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. See “NOTE 4 Loans and Allowance for Loan Losses” for additional discussion regarding TDRs.

On April 7, 2020, federal banking regulators issued a revised Interagency Statement on Loan Modifications and Reporting for Financial Institutions, which, among other things, encouraged financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations because of the effects of COVID-19, and stated that institutions generally do not need to categorize COVID-19-related modifications as TDRs and that the agencies will not direct supervised institutions to automatically categorize all COVID-19 related loan modifications as TDRs. See “NOTE 4 Loans and Allowance for Loan Losses” for additional discussion regarding TDRs.

On April 9, 2020, the Federal Reserve announced additional measures aimed at supporting small and midsized business, as well as state and local governments impacted by COVID-19. The Federal Reserve announced the Main Street Business Lending Program, which establishes two new loan facilities intended to facilitate lending to small and midsized businesses: (1) the Main Street New Loan Facility, or MSNLF, and (2) the Main Street Expanded Loan Facility, or MSELF. MSNLF loans are unsecured term loans originated on or after April 8, 2020, while MSELF loans are provided as upsized tranches of existing loans originated before April 8, 2020. The combined size of the program will be up to $600 billion. The program

Table of ~~their option~~Contents

is designed for businesses with up to 10,000 employees or $2.5 billion in 2019 revenues. To obtain a loan, borrowers must confirm that they are seeking financial support because of COVID-19 and that they will not use proceeds from the loan to pay off debt. The Federal Reserve also stated that it would provide additional funding to banks offering PPP loans to struggling small businesses. Lenders participating in the PPP will be able to exclude loans financed by the facility from their leverage ratio. In addition, the Federal Reserve created a Municipal Liquidity Facility to support state and local governments with up to $500 billion in lending, with the Treasury Department backing $35 billion for the facility using funds appropriated by the CARES Act. The facility will make short-term financing available to cities with a population of more than one million or counties with a population of greater than two million. The Federal Reserve expanded both the size and scope its Primary and Secondary Market Corporate Credit Facilities to support up to $750 billion in credit to corporate debt issuers. This will allow companies that were investment grade before the onset of COVID-19 but then subsequently downgraded after March 22, 2020 to gain access to the facility. Finally, the Federal Reserve announced that its Term Asset-Backed Securities Loan Facility will be scaled up in scope to include the triple A-rated tranche of commercial mortgage-backed securities and newly issued collateralized loan obligations. The size of the facility is $100 billion.

Effects on Our Business. We currently expect that the COVID-19 pandemic and the specific developments referred to purchase additional shares. The aggregate offering price for the shares sold by us was $69.1 million, and after deducting $4.7 million of underwriting discounts and $1.6 million of offering expenses paid to third parties,above will have a significant impact on our business. In particular, we ~~received total net proceeds of $62.8 million. All~~anticipate that a significant portion of the ~~shares were sold pursuant~~Bank’s borrowers in the retail, restaurants, and hospitality industries will continue to endure significant economic distress, which has caused, and will continue to cause, them to draw on their existing lines of credit and could adversely affect their ability and willingness to repay existing indebtedness, and is expected to adversely impact the value of collateral. These developments, together with economic conditions generally, are also expected to impact our ~~Registration Statement on Form S-1,~~commercial real estate portfolio, particularly with respect to real estate with exposure to these industries, our consumer loan business and loan portfolio, and the value of certain collateral securing our loans. In addition, we expect to see decreases in our total assets under administration and assets under management and a decrease in mortgage loan originations. As a result, we anticipate that our financial condition, capital levels and results of operations will be significantly adversely affected, as ~~amended (File No. 333-233339), which was declared effective by~~described in this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Our Response. We have taken numerous steps in response to the ~~SEC on September 12, 2019.~~COVID-19 pandemic, including the following:

In response to the COVID-19 pandemic and business disruption, first and foremost, we have prioritized the safety, health and well-being of our employees, clients and communities. We have implemented a work from home policy and have closed our offices. We continue to serve clients through our drive-up locations and digital platforms.

We are offering payment deferrals and interest only payment options for consumer, small business, and commercial customers for up to 90 days. We are offering payment extensions for mortgage customers for up to 90 days.

The Business Continuity Planning COVID-19 Response team and Alerus leadership teams meet regularly to manage the Company’s response to the pandemic and the effect on our business. In addition, cross functional task force teams meet as needed to address specific issues such as employee and client communications, facilities, and branch services. The Risk Committee of the Board meets regularly with management to receive updates on the Company’s response and discuss the effect on our business.

We are participating in the SBA’s PPP. As of April 21, 2020, we had assisted over 900 borrowers receive approval for funding of approximately $300 million in PPP loans. We expect to continue participation should additional funding for the program be made available.

In addition, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019, we will not be permitted to make capital distributions (including dividends and repurchases of stock) or pay discretionary bonuses to executive officers without restriction if we do not maintain 2.5% in Common Equity Tier 1 Capital attributable to a capital conservation buffer.

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Shareholder Dividend

On ~~August 28, 2019,~~February 19, 2020, the Company’s Board of Directors declared a quarterly cash dividend of ~~$0.14~~$0.15 per share. This dividend was paid out on ~~October 11, 2019,~~April 10, 2020, to stockholders of record at the close of business on ~~September~~March 20, ~~2019.~~

~~Table~~2020. It is the expectation and current intent of ~~Contents~~

the Board of Directors to continue with a quarterly cash dividend.

Operating Results Overview

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


	Three months ended									Nine months ended						Three months ended
	September 30,			June 30,			September 30,			September 30,			September 30,			March 31,			December 31,			March 31,
(dollars and shares in thousands, except per share data)	2019			2019			2018			2019			2018			2020			2019			2019
Performance Ratios
Return on average total assets		1.29	%		1.52	%		1.36	%		1.34	%		1.25	%		0.89	%		1.33	%		1.20	%
Return on average common equity		12.42	%		15.82	%		15.45	%		13.74	%		14.35	%		7.32	%		10.65	%		13.06	%
Return on average tangible common equity (1)		17.01	%		21.93	%		23.08	%		19.24	%		22.05	%		9.76	%		13.78	%		18.99	%
Noninterest income as a % of revenue		61.29	%		62.11	%		58.11	%		60.14	%		57.78	%		59.07	%		61.56	%		56.74	%
Net interest margin (taxable-equivalent basis) (1)		3.69	%		3.62	%		3.80	%		3.72	%		3.85	%		3.35	%		3.45	%		3.86	%
Efficiency ratio (1)		75.17	%		70.74	%		73.16	%		73.06	%		72.84	%		77.47	%		73.68	%		73.30	%
Net charge-offs/(recoveries) to average loans		(0.01)	%		0.18	%		0.02	%		0.27	%		0.16	%		(0.14)	%		0.20	%		0.41	%
Dividend payout ratio		29.17	%		23.73	%		25.00	%		28.19	%		27.66	%		50.00	%		34.88	%		30.43	%
Per Common Share
Earnings per common share - basic	$	0.49		$	0.60		$	0.53		$	1.53		$	1.44		$	0.31		$	0.44		$	0.47
Earnings per common share - diluted	$	0.48		$	0.59		$	0.52		$	1.49		$	1.41		$	0.30		$	0.43		$	0.46
Dividends declared per common share	$	0.14		$	0.14		$	0.13		$	0.42		$	0.39		$	0.15		$	0.15		$	0.14
Tangible book value per common share (1)	$	13.77		$	12.02		$	10.11		$	13.77		$	10.11		$	14.55		$	14.08		$	11.25
Average common shares outstanding - basic		14,274			13,810			13,777			13,957			13,759			17,070			17,049			13,781
Average common shares outstanding - diluted		14,626			14,100			14,071			14,317			14,060			17,405			17,397			14,078
Other Data
Assets under administration	$	27,702,273		$	27,854,052		$	28,533,616		$	27,702,273		$	28,533,616
Assets under management		5,724,412			5,260,233			4,854,106			5,724,412			4,854,106
Retirement and benefit services assets under administration/management																$	27,718,026		$	31,904,648		$	29,760,820
Wealth management assets under administration/management																	2,746,052			3,103,056			2,721,328
Mortgage originations		313,527			246,115			222,330			685,178			609,941			228,568			261,263			125,536

(1)

Represents a non-GAAP financial measure. See “Non-GAAP to GAAP Reconciliations and Calculation of Non-GAAP Financial Measures.”

Selected Financial Data

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

Three months ended

Nine months ended

September 30,

June 30,

September 30,

September 30,

September 30,
(dollars in thousands)

2019

2019

2018

2019

2018
Selected Average Balance Sheet Data








Loans

$
1,691,542

$
1,724,081

$
1,699,048

$
1,715,629

$
1,661,493
Investment securities

257,561

255,502

248,568

255,903

256,331
Assets

2,176,862

2,200,797

2,144,841

2,185,868

2,115,708
Deposits

1,763,217

1,777,003

1,764,939

1,779,610

1,755,473
Short-term borrowings

87,201

115,892

103,171

95,489

87,501
Long-term debt

58,776

58,808

58,812

58,798

58,812
Stockholders’ equity

226,931

211,655

189,311

212,911

184,733


							Three months ended
	September 30,		June 30,		September 30,		March 31,		December 31,		March 31,
(dollars in thousands)	2019		2019		2018		2020		2019		2019
Selected Period End Balance Sheet Data
Selected Average Balance Sheet Data
Loans	$	1,686,087	$	1,713,452	$	1,724,656	$	1,731,593	$	1,681,311	$	1,731,708
Allowance for loan losses		(22,984)		(21,246)		(21,012)
Investment securities		281,391		256,252		246,387		337,160		296,773		254,613
Assets		2,228,311		2,207,129		2,171,821		2,419,665		2,289,520		2,179,982
Deposits		1,833,113		1,753,365		1,817,709		2,026,261		1,896,804		1,799,004
Short-term borrowings								—		—		83,331
Long-term debt		58,775		58,808		58,824		58,755		58,760		58,811
Total stockholders’ equity		281,403		213,765		190,082
Stockholders’ equity								294,727		285,017		199,854

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Three months ended

Nine months ended

September 30,

June 30,

September 30,

September 30,

September 30,
(dollars in thousands)

2019

2019

2018

2019

2018
Selected Income Statement Data

Net interest income

$
18,681

$
18,291

$
18,929

$
56,092

$
55,971
Provision for loan losses

1,498

1,797

1,530

5,515

7,080
Noninterest income

29,580

29,984

26,258

84,638

76,608
Noninterest expense

37,327

35,261

34,336

106,102

100,414
Income before income taxes

9,436

11,217

9,321

29,113

25,085
Income tax expense

2,332

2,869

1,951

7,225

5,252
Net income

$
7,104

$
8,348

$
7,370

$
21,888

$
19,833


	March 31,		December 31,		March 31,
(dollars in thousands)	2020		2019		2019
Selected Period End Balance Sheet Data
Loans	$	1,758,277	$	1,721,279	$	1,713,792
Allowance for loan losses		(27,019)		(23,924)		(22,638)
Investment securities		354,149		313,158		258,817
Assets		2,512,078		2,356,878		2,213,758
Deposits		2,121,514		1,971,316		1,882,270
Long-term debt		58,762		58,769		58,823
Total stockholders’ equity		293,608		285,728		203,949


	Three months ended
	March 31,		December 31,		March 31,
(dollars in thousands)	2020		2019		2019
Selected Income Statement Data
Net interest income	$	18,837	$	18,459	$	19,120
Provision for loan losses		2,500		1,797		2,220
Noninterest income		27,189		29,556		25,074
Noninterest expense		36,726		36,435		33,514
Income before income taxes		6,800		9,783		8,460
Income tax expense		1,437		2,131		2,024
Net income	$	5,363	$	7,652	$	6,436

Non-GAAP to GAAP Reconciliations and Calculation of Non-GAAP Financial Measures

In addition to the results presented in accordance with GAAP, we routinely supplement our evaluation with an analysis of certain non-GAAP financial measures. These non-GAAP financial measures include the ratio of tangible common equity to tangible assets, tangible book value per common ~~equity per~~ share, return on average tangible common equity, net interest margin (tax-equivalent), and the efficiency ratio. Management uses these non-GAAP financial measures in its analysis of its performance, and believes financial analysts and others frequently use these measures, and other similar measures, to evaluate capital adequacy. Management calculates: (i) tangible common equity as total common stockholders' equity ~~including ESOP-owned shares,~~ less goodwill and other intangible assets; (ii) tangible common equity per share as tangible common equity divided by shares of common stock outstanding; (iii) tangible assets as total assets, less goodwill and other intangible assets; (iv) return on average tangible common equity as net income adjusted for intangible amortization net of tax, divided by average tangible common equity; (v) net interest margin (tax-equivalent) as net interest income plus a tax-equivalent adjustment, divided by average earning assets; and (vi) efficiency ratio as noninterest expense less intangible amortization expense, divided by net interest income plus noninterest income plus a tax-equivalent adjustment.

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The following tables present these non-GAAP financial measures along with the most directly comparable financial measures calculated in accordance with GAAP for the periods indicated.


	September 30,			June 30,			December 31,			September 30,			March 31,			December 31,			March 31,
	2019			2019			2018			2018			2020			2019			2019
Tangible common equity to tangible assets
Total common stockholders’ equity	$	281,403		$	213,765		$	196,954		$	190,082		$	293,608		$	285,728		$	203,949
Less: Goodwill		27,329			27,329			27,329			27,329			27,329			27,329			27,329
Less: Other intangible assets		19,382			20,372			22,473			23,523			17,401			18,391			21,422
Tangible common equity (a)		234,692			166,064			147,152			139,230			248,878			240,008			155,198
Total assets		2,228,311			2,207,129			2,179,070			2,171,821			2,512,078			2,356,878			2,213,758
Less: Goodwill		27,329			27,329			27,329			27,329			27,329			27,329			27,329
Less: Other intangible assets		19,382			20,372			22,473			23,523			17,401			18,391			21,422
Tangible assets (b)		2,181,600			2,159,428			2,129,268			2,120,969			2,467,348			2,311,158			2,165,007
Tangible common equity to tangible assets (a)/(b)		10.76	%		7.69	%	$	6.91	%		6.56	%		10.09	%		10.38	%		7.17	%
Tangible book value per common share
Total common stockholders’ equity	$	281,403		$	213,765		$	196,954		$	190,082		$	293,608		$	285,728		$	203,949
Less: Goodwill		27,329			27,329			27,329			27,329			27,329			27,329			27,329
Less: Other intangible assets		19,382			20,372			22,473			23,523			17,401			18,391			21,422
Tangible common equity (c)		234,692			166,064			147,152			139,230			248,878			240,008			155,198
Total common shares issued and outstanding (d)		17,049			13,816			13,775			13,776			17,106			17,050			13,801
Tangible book value per common share (c)/(d)	$	13.77		$	12.02		$	10.68		$	10.11		$	14.55		$	14.08		$	11.25


	Three months ended
	March 31,			December 31,			March 31,
	2020			2019			2019
Return on average tangible common equity
Net income	$	5,363		$	7,652		$	6,436
Add: Intangible amortization expense (net of tax)		782			782			830
Net income, excluding intangible amortization (e)		6,145			8,434			7,266
Average total equity		294,727			285,017			199,854
Less: Average goodwill		27,329			27,329			27,329
Less: Average other intangible assets (net of tax)		14,128			14,912			17,329
Average tangible common equity (f)		253,270			242,776			155,196
Return on average tangible common equity (e)/(f)		9.76	%		13.78	%		18.99	%
Net interest margin (tax-equivalent)
Net interest income	$	18,837		$	18,459		$	19,120
Tax-equivalent adjustment		100			89			92
Tax-equivalent net interest income (g)		18,937			18,548			19,212
Average earning assets (h)		2,271,004			2,135,682			2,019,666
Net interest margin (tax-equivalent) (g)/(h)		3.35	%		3.45	%		3.86	%
Efficiency ratio
Noninterest expense	$	36,726		$	36,435		$	33,514
Less: Intangible amortization expense		990			990			1,051
Adjusted noninterest expense (i)		35,736			35,445			32,463
Net interest income		18,837			18,459			19,120
Noninterest income		27,189			29,556			25,074
Tax-equivalent adjustment		100			89			92
Total tax-equivalent revenue (j)		46,126			48,104			44,286
Efficiency ratio (i)/(j)		77.47	%		73.68	%		73.30	%

Table of Contents

Three months ended

Nine months ended

September 30,

June 30,

September 30,

September 30,

September 30,


2019

2019

2018

2019

2018

Return on average tangible common equity

Net income

$
7,104

$
8,348

$
7,370

$
21,888

$
19,833

Add: Intangible amortization expense (net of tax)

782

830

945

2,442

2,835

Net income, excluding intangible amortization (e)

7,886

9,178

8,315

24,330

22,668

Average total equity

226,931

211,655

189,311

212,911

184,733

Less: Average goodwill

27,329

27,329

27,329

27,329

27,329

Less: Average other intangible assets (net of tax)

15,697

16,498

19,045

16,502

19,982

Average tangible common equity (f)

183,905

167,828

142,937

169,080

137,422

Return on average tangible common equity (e)/(f)

17.01
%

21.93
%

23.08
%

19.24
%

22.05
%
Net interest margin (tax-equivalent)







Net interest income

$
18,681

$
18,291

$
18,929

$
56,092

$
55,971

Tax-equivalent adjustment

81

84

114

257

348

Tax-equivalent net interest income (g)

18,762

18,375

19,043

56,349

56,319

Average earning assets (h)

2,017,198

2,037,605

1,987,267

2,024,814

1,955,253

Net interest margin (tax-equivalent) (g)/(h)

3.69
%

3.62
%

3.80
%

3.72
%

3.85
%
Efficiency ratio







Noninterest expense

$
37,327

$
35,261

$
34,336

$
106,102

$
100,414

Less: Intangible amortization expense

990

1,050

1,196

3,091

3,588

Adjusted noninterest expense (i)

36,337

34,211

33,140

103,011

96,826

Net interest income

18,681

18,291

18,929

56,092

55,971

Noninterest income

29,580

29,984

26,258

84,638

76,608

Tax-equivalent adjustment

81

84

114

257

348

Total tax-equivalent revenue (j)

48,342

48,359

45,301

140,987

132,927

Efficiency ratio (i)/(j)

75.17
%

70.74
%

73.16
%

73.06
%

72.84
%

Discussion and Analysis of Results of Operations

Net Income

Net income for the three months ended ~~September 30, 2019~~March 31, 2020 was ~~$7.1~~$5.4 million, or ~~$0.48~~$0.30 per diluted common share, compared to ~~$7.4~~$6.4 million, or ~~$0.52~~$0.46 per diluted common share, for the three months ended ~~September 30, 2018.~~March 31, 2019. The decrease of ~~$266 thousand~~$1.1 million in net income was primarily due to an increase of ~~$3.3 million in noninterest income, offset by increases of $3.0~~$3.2 million in noninterest expense, ~~and $381 thousand in income tax expense and~~ a ~~$248~~$283 thousand decrease in net interest ~~income.~~

Net income for the nine months ended September 30, 2019 was $21.9 million, or $1.49 per diluted common share, compared to $19.8 million, or $1.41 per diluted common share, for the nine months ended September 30, 2018. The increase of $2.1 million in net income in the first nine months of 2019 primarily reflects an increase of $8.0 million in noninterest income and a ~~$1.6 million decrease~~$280 thousand increase in provision for loan losses partially offset by an increase of ~~$5.7~~$2.1 million in noninterest income. The increase in noninterest expense was primarily attributable to increases in compensation expense, business services, software and technology expense, and anmortgage and lending expense. The increase in noninterest income ~~tax expense of $2.0 million.~~was primarily attributable to organic growth in retirement and benefit services, mortgage banking, and wealth management.

Net Interest Income

Net interest income is the difference between interest income and yield‑related fees earned on assets and interest expense paid on liabilities. Net interest margin is the difference between the yield on interest earning assets and the cost of interest-bearing liabilities as a percentage of interest earning assets. Net interest margin is presented on a tax-equivalent basis, which means that tax-free interest income has been adjusted to a pre-tax-equivalent income, assuming a federal income tax rate of 21% for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.

Net interest income for the three months ended March 31, 2020 was ~~$18.7~~$18.8 million, ~~and $18.9~~a decrease of $283 thousand from $19.1 million for the three months ended ~~September 30, 2019 and 2018, respectively.~~March 31, 2019. The three months ended ~~September 30, 2019~~March 31, 2020 included a ~~$1.4 million increase~~$204 thousand decrease in interest income ~~offset by~~and a ~~$1.7 million~~$79 thousand increase in interest expense, compared to the same period in ~~2018.~~2019. The ~~increase~~decrease in interest income was primarily driven by ~~an increase~~a decrease of ~~$1.3~~$1.0 million in interest and fees on loans, whereas the increase in interest expense was primarily driven by an increase of ~~$1.7 million in deposit interest expense. The change in interest and fees~~

~~Table of Contents~~

~~on loans for the three months ended September 30, 2019, compared to the same period 2018 was driven by a combination of growth in total loans and by higher interest rates. The increase~~$644 thousand in deposit interest expense during the three months ended September 30, 2019, was primarily due to higher average rates paid on deposits as a result of the increase in the target federal funds rate, as well as an increase in total deposits compared to the same period in 2018.

Net interest income was $56.1 million and $56.0 million for the nine months ended September 30, 2019 and 2018, respectively. The nine months ended September 30, 2019 included a $5.9 million increase in interest incomepartially offset by a $5.8 million increase in interest expense, compared to the same period in 2018. The increase in interest income was primarily driven by an increase of $5.6 million in interest and fees on loans, whereas the increase in interest expense was primarily driven by an increase of $5.3 million in deposit interest expense and an increase of $500$531 thousand decrease in interest expense on ~~other borrowed funds.~~short-term borrowings. The ~~change~~decrease in interest and fees on loans for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020, compared to the same period ~~2018~~2019 was driven primarily by a ~~combination of growth~~31 basis point reduction in ~~total loans and by higher interest rates.~~average yield earned on loans. The increase in deposit interest expense ~~during~~for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020, was ~~driven by~~primarily due to a ~~combination of growth~~$172.5 million increase in ~~total deposits~~average interest-bearing deposit balances and ~~higher~~a 7 basis point increase in average rates paid on ~~deposits as a result of the increase in the target federal fund rate, compared to the same period in 2018.~~interest-bearings deposits.

Our net interest margin (on a fully tax-equivalent, or FTE, basis) for the three months ended ~~September 30, 2019~~March 31, 2020 was ~~3.69%~~3.35%, compared to ~~3.80%~~3.86% for the same period in ~~2018.~~2019. The decrease in net interest margin from the first quarter of 112019 was due to a 59 basis ~~points was primarily~~point lower average earning asset yield and a ~~result~~$172.5 million increase in the average balance of ~~an increased cost of funds compared to the same period in 2018. For the three months ended September 30, 2019 and 2018,~~interest-bearing deposits. In addition, the average yield on loans fell from 5.03% in the first quarter of 2019 to 4.72% in the first quarter of 2020 and the average rate on total ~~loans was 5.06% and 4.77%, respectively. For~~interest-bearing liabilities decreased 6 basis points to 1.13% in the ~~three months ended September 30,~~first quarter of 2020.

In response to the COVID-19 pandemic, the Federal Reserve decreased the targeted federal funds rate by a total of 150 basis points in March 2020. This decrease impacts the comparability of net interest income between 2019 and ~~2018,~~2020. We anticipate that our interest income will be significantly adversely affected in future periods as a result of the ~~cost~~COVID-19 pandemic, including as a result of ~~interest-bearing liabilities was 1.39%~~decreases in the size of our loan portfolio and ~~0.94%, respectively.~~the effects of lower interest rates.

~~Our~~As a result of the recent reductions in the target federal funds interest rate, as well as the impact of the COVID-19 pandemic and related future loan charge-offs that we expect to incur, we expect that our net interest income and net interest margin ~~(FTE) for~~FTE will decrease significantly in future periods. These decreases will be offset by the ~~nine months ended September 30, 2019 was 3.72%, compared~~processing fees received from PPP financing. The processing fees will be deferred and recognized as an adjustment to ~~3.85% for~~interest income over the ~~same period in 2018. The decrease~~life of ~~13 basis points was primarily a result of an increased cost of funds compared to~~ the same period in 2018. For the nine months ended September 30, 2019 and 2018, the average yield on total loans was 5.03% and 4.77%, respectively. For the nine months ended September 30, 2019 and 2018, the cost of interest-bearing liabilities was 1.33% and 0.83%, respectively.loans.

4443

Table of Contents

The following tables present average balance sheet information, interest income, interest expense and the corresponding average yields on assets, and average yields earned and rates paid for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019. We derived these yields and rates by dividing income or expense by the average balance of the corresponding assets or liabilities. We derived average balances from the daily balances throughout the periods indicated. Average loan balances include loans that have been placed on nonaccrual, while interest previously accrued on these loans is reversed against interest income. In these tables, adjustments are made to the yields on tax‑exempt assets in order to present tax‑exempt income and fully taxable income on a comparable basis.

Three months ended September 30,

2019

2018

Interest

Average

Interest

Average

Average

Income/

Yield/

Average

Income/

Yield/

(dollars in thousands)

Balance

Expense

Rate

Balance

Expense

Rate

Interest Earning Assets

Interest-bearing deposits with banks

$
12,998

$
83

2.53
%
$
7,260

$
43

2.35
%
Investment securities (1)

257,561

1,580

2.43
%

248,568

1,510

2.41
%
Loans held for sale

45,794

359

3.11
%

22,438

182

3.22
%
Loans













Commercial:









Commercial and industrial

494,081

6,830

5.48
%

524,601

6,867

5.19
%
Real estate construction

25,137

352

5.56
%

23,999

326

5.39
%
Commercial real estate

439,751

5,866

5.29
%

435,950

5,133

4.67
%
Total commercial

958,969

13,048

5.40
%

984,550

12,326

4.97
%
Consumer













Residential real estate first mortgage

454,971

4,789

4.18
%

434,691

4,530

4.13
%
Residential real estate junior lien

184,124

2,611

5.63
%

188,897

2,563

5.38
%
Other revolving and installment

93,478

1,117

4.74
%

90,910

1,009

4.40
%
Total consumer

732,573

8,517

4.61
%

714,498

8,102

4.50
%
Total loans (1)

1,691,542

21,565

5.06
%

1,699,048

20,428

4.77
%
Federal Reserve/FHLB Stock

9,303

119

5.07
%

9,953

148

5.90
%
Total interest earning assets

2,017,198

23,706

4.66
%

1,987,267

22,311

4.45
%
Noninterest earning assets

159,664

157,574

Total assets

$
2,176,862





$
2,144,841





Interest-Bearing Liabilities













Interest-bearing demand deposits

$
424,896

$
522

0.49
%
$
393,390

$
231

0.23
%
Money market and savings deposits

649,190

2,162

1.32
%

619,386

1,042

0.67
%
Time deposits

187,023

822

1.74
%

207,009

517

0.99
%
Short-term borrowings

87,201

539

2.46
%

103,171

575

2.21
%
Long-term debt

58,776

899

6.07
%

58,812

903

6.09
%
Total interest-bearing liabilities

1,407,086

4,944

1.39
%

1,381,768

3,268

0.94
%
Noninterest-Bearing Liabilities and Stockholders' Equity







Noninterest-bearing deposits

502,108



545,154





Other noninterest-bearing liabilities

40,737



28,608





Stockholders’ equity

226,931



189,311





Total liabilities and stockholders’ equity

$
2,176,862



$
2,144,841





Net interest rate spread

3.27
%





3.51
%
Net interest rate margin (2)

3.69
%





3.80
%

~~Table of Contents~~


	Nine months ended September 30,												Three months ended March 31,
	2019						2018						2020						2019
			Interest		Average				Interest		Average				Interest		Average				Interest		Average
	Average		Income/		Yield/		Average		Income/		Yield/		Average		Income/		Yield/		Average		Income/		Yield/
(dollars in thousands)	Balance		Expense		Rate		Balance		Expense		Rate		Balance		Expense		Rate		Balance		Expense		Rate
Interest Earning Assets
Interest-bearing deposits with banks	$	12,910	$	231	2.39	%	$	7,905	$	121	2.05	%	$	163,351	$	502	1.24	%	$	11,237	$	69	2.49	%
Investment securities (1)		255,903		4,803	2.51	%		256,331		4,648	2.42	%		337,160		2,056	2.45	%		254,613		1,617	2.58	%
Loans held for sale		30,734		745	3.24	%		20,217		459	3.04	%		33,138		254	3.08	%		12,968		106	3.31	%
Loans
Commercial:
Commercial and industrial		509,806		20,966	5.50	%		514,940		19,549	5.08	%		479,291		6,272	5.26	%		485,419		6,612	5.52	%
Real estate construction		23,532		975	5.54	%		24,533		1,000	5.45	%		26,723		334	5.03	%		31,164		436	5.67	%
Commercial real estate		444,964		16,768	5.04	%		441,209		15,665	4.75	%		508,164		5,823	4.61	%		479,839		5,824	4.92	%
Total commercial		978,302		38,709	5.29	%		980,682		36,214	4.94	%		1,014,178		12,429	4.93	%		996,422		12,872	5.24	%
Consumer
Residential real estate first mortgage		455,898		14,496	4.25	%		402,644		12,528	4.16	%		460,726		4,699	4.10	%		449,763		4,806	4.33	%
Residential real estate junior lien		186,744		8,028	5.75	%		191,348		7,665	5.36	%		173,436		2,228	5.17	%		189,108		2,727	5.85	%
Other revolving and installment		94,685		3,286	4.64	%		86,819		2,830	4.36	%		83,253		970	4.69	%		96,415		1,089	4.58	%
Total consumer		737,327		25,810	4.68	%		680,811		23,023	4.52	%		717,415		7,897	4.43	%		735,286		8,622	4.76	%
Total loans (1)		1,715,629		64,519	5.03	%		1,661,493		59,237	4.77	%		1,731,593		20,326	4.72	%		1,731,708		21,494	5.03	%
Federal Reserve/FHLB Stock		9,638		372	5.16	%		9,307		354	5.09	%		5,762		68	4.75	%		9,140		116	5.15	%
Total interest earning assets		2,024,814		70,670	4.67	%		1,955,253		64,819	4.43	%		2,271,004		23,206	4.11	%		2,019,666		23,402	4.70	%
Noninterest earning assets		161,054						160,455						148,661						160,316
Total assets	$	2,185,868					$	2,115,708					$	2,419,665					$	2,179,982
Interest-Bearing Liabilities
Interest-bearing demand deposits	$	423,181	$	1,415	0.45	%	$	405,837	$	699	0.23	%	$	459,028	$	528	0.46	%	$	419,325	$	407	0.39	%
Money market and savings deposits		675,921		6,217	1.23	%		618,700		2,552	0.55	%		803,838		2,078	1.04	%		684,487		1,700	1.01	%
Time deposits		183,686		2,170	1.58	%		199,928		1,230	0.82	%		199,088		786	1.59	%		185,619		641	1.40	%
Short-term borrowings		95,489		1,805	2.53	%		87,501		1,331	2.03	%		—		—	—	%		83,331		531	2.59	%
Long-term debt		58,798		2,714	6.17	%		58,812		2,688	6.11	%		58,755		877	6.00	%		58,811		911	6.28	%
Total interest-bearing liabilities		1,437,075		14,321	1.33	%		1,370,778		8,500	0.83	%		1,520,709		4,269	1.13	%		1,431,573		4,190	1.19	%
Noninterest-Bearing Liabilities and Stockholders' Equity
Noninterest-bearing deposits		496,822						531,008						564,307						509,573
Other noninterest-bearing liabilities		39,060						29,189						39,922						38,982
Stockholders’ equity		212,911						184,733						294,727						199,854
Total liabilities and stockholders’ equity	$	2,185,868					$	2,115,708					$	2,419,665					$	2,179,982
Net interest income															$	18,937					$	19,212
Net interest rate spread					3.34	%					3.60	%					2.98	%					3.51	%
Net interest rate margin (2)					3.72	%					3.85	%
Net interest margin on FTE basis (2)																	3.35	%					3.86	%

(1)

Taxable equivalent adjustment was calculated utilizing a marginal income tax rate of 21.0 percent.

(2)

Represents a non-GAAP financial measure. See “Non-GAAP to GAAP Reconciliations and Calculation of Non-GAAP Financial Measures.”

~~Table of Contents~~

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 shows the effect that these factors had on the interest earned on our interest earning assets and the

Table of Contents

interest incurred on our 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.


	Three Months Ended September 30, 2019						Nine months ended September 30, 2019						Three months ended March 31, 2020
	Compared with						Compared with						Compared with
	Three Months Ended September 30, 2018						Nine months ended September 30, 2018						Three months ended March 31, 2019
	Change due to:				Interest		Change due to:				Interest		Change due to:				Interest
(tax-equivalent basis, dollars in thousands)	Volume		Rate		Variance		Volume		Rate		Variance		Volume		Rate		Variance
Interest earning assets
Interest-bearing deposits with banks	$	34	$	6	$	40	$	77	$	33	$	110	$	942	$	(509)	$	433
Investment securities		55		15		70		(8)		163		155		530		(91)		439
Loans held for sale		190		(13)		177		239		47		286		166		(18)		148
Loans
Commercial:
Commercial and industrial		(399)		362		(37)		(195)		1,612		1,417		(84)		(256)		(340)
Real estate construction		15		11		26		(41)		16		(25)		(63)		(39)		(102)
Commercial real estate		45		688		733		133		970		1,103		346		(347)		(1)
Total commercial		(339)		1,061		722		(103)		2,598		2,495		199		(642)		(443)
Consumer		`
Residential real estate first mortgage		211		48		259		1,657		311		1,968		118		(225)		(107)
Residential real estate junior lien		(65)		113		48		(185)		548		363		(228)		(271)		(499)
Other revolving and installment		28		80		108		257		199		456		(150)		31		(119)
Total consumer		174		241		415		1,729		1,058		2,787		(260)		(465)		(725)
Total loans		(165)		1,302		1,137		1,626		3,656		5,282		(61)		(1,107)		(1,168)
Federal Reserve/FHLB Stock		(10)		(19)		(29)		13		5		18		(43)		(5)		(48)
Total interest income		104		1,291		1,395		1,947		3,904		5,851		1,534		(1,730)		(196)
Interest-bearing liabilities
Interest-bearing demand deposits		18		273		291		30		686		716		38		83		121
Money market and savings deposits		50		1,070		1,120		235		3,430		3,665		300		78		378
Time deposits		(50)		355		305		(100)		1,040		940		47		98		145
Short-term borrowings		(89)		53		(36)		121		353		474		(537)		6		(531)
Long-term debt		(1)		(3)		(4)		(1)		27		26		(1)		(33)		(34)
Total interest expense		(72)		1,748		1,676		285		5,536		5,821		(153)		232		79
Change in net interest income	$	176	$	(457)	$	(281)	$	1,662	$	(1,632)	$	30	$	1,687	$	(1,962)	$	(275)

Provision for Loan Losses

The provision for loan losses ~~reflects~~is based upon our allowance methodology and is a charge to income that, in our judgment, ofis required to maintain an adequate allowance for incurred loan losses at each period-end. In assessing the ~~expense necessary to achieve the appropriate amount~~adequacy of the allowance, ~~for loan losses. We maintain~~management considers the allowance for loan losses at levels we believe adequate to cover our estimate of probable credit losses as of the end of the reporting period. The allowance for loan losses is determined through detailed quarterly analysissize and quality of the loan ~~portfolio. The~~portfolio measured against prevailing economic conditions, regulatory guidelines, and historical loan loss experience. However, there is no assurance that loan credit losses will not exceed the allowance, ~~for loan losses is based on our loss experience~~ and ~~changes~~any growth in the ~~economic environment, as well as an ongoing assessment of credit quality. Additional factors that are considered in determining~~loan portfolio and the ~~amount~~uncertainty of the ~~allowance for loan losses are the level of net charge-offs, nonperforming assets, risk-rating migration, as well as changes~~general economy may require additional provisions in ~~our portfolio size and composition.~~future periods.

We recorded a provision for loan losses of ~~$1.5~~$2.5 million for ~~both~~ the three months ended ~~September 30, 2019 and 2018. For~~March 31, 2020, a $280 thousand increase compared to the ~~nine~~$2.2 recorded for the three months ended ~~September 30, 2019 we recorded a~~March 31, 2019. The increase in provision expense was primarily due to allocations of reserves for the economic uncertainties related to COVID-19. We expect the provision for loan losses could increase in future periods based on our belief that the credit quality of ~~$5.5 million compared to $7.1 million for the nine months ended September 30, 2018. The decrease in provision for~~our loan ~~losses was primarily due to a decrease in criticized assets as well~~portfolio may decline, and loan defaults may increase, as a ~~decrease in the total loans outstanding.~~

~~Table~~result of ~~Contents~~

COVID-19.

Noninterest Income

Our noninterest income is generated from four primary sources: (1) retirement and ~~employee benefits;~~benefit services; (2) wealth ~~management, comprised of trust services, investment products and services, and asset management services;~~management; (3) mortgage banking; and (4) other general banking ~~services related to loans, deposits and other core client activities typically provided through the branch network and electronic banking channels.~~services.

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The following table presents our noninterest income for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.


	Three months ended						Nine months ended						Three months ended
	September 30,						September 30,						March 31,
(dollars in thousands)	2019			2018			2019			2018			2020			2019
Retirement and benefit services	$	15,307		$	15,536		$	46,142		$	46,873		$	16,220		$	15,059
Wealth management		3,896			3,685			11,385			10,948			4,046			3,611
Mortgage banking		8,135			5,318			19,739			13,551			5,045			4,569
Service charges on deposit accounts		447			442			1,321			1,333			423			444
Net gains (losses) on investment securities		48			13			357			119			—			127
Other		1,747			1,264			5,694			3,784			1,455			1,264
Total noninterest income	$	29,580		$	26,258		$	84,638		$	76,608		$	27,189		$	25,074
Noninterest income as a % of revenue		61.29	%		58.11	%		60.14	%		57.78	%		59.07	%		56.74	%

Total noninterest income for the three months ended ~~September 30, 2019~~March 31, 2020 was ~~$29.6~~$27.2 million, an increase of ~~$3.3~~$2.1 million, or 8.4%, compared to ~~$26.3~~$25.1 million for the three months ended ~~September 30, 2018.~~March 31, 2019. The increase in noninterest income was primarily due to an increase in mortgage division revenue driven by a $91.2 million increase in mortgage originations, along with the transition to mandatory delivery of mortgage loans to the secondary market. Other noninterest income increased $483 thousand, as we realized a $542 thousand gain on the sale of a parcel of land in Grand Forks, North Dakota. This increase was partially offset by a decrease in retirement and ~~benefits~~benefit services revenue of ~~$229 thousand due to a decrease in asset based fees, partially offset by an increase in transaction fees.~~

~~Total noninterest income for the nine months ended September 30, 2019 was $84.6~~$1.2 million, an increase of ~~$8.0 million, compared to $76.6 million for the nine months ended September 30, 2018.~~$476 thousand in mortgage banking revenue and an increase of $435 thousand in wealth management revenue. The increase in ~~noninterest income~~retirement and benefit services revenue was primarily due to non-asset based fees which increased $975 thousand due to the increased numbers of participants and transactions and changes made to our fee schedules. The increase in mortgage banking revenue was primarily due to $103.0 million in additional mortgage originations for the three months ended March 31, 2020, as compared to the same period in 2019. The increase in wealth management revenue was primarily due to an increase in ~~mortgage division revenue of $6.2 million, driven by the transition~~assets under administration and management due to ~~mandatory delivery of mortgage loans to the secondary~~organic client growth and market ~~in addition to an increase of $75.2 million in mortgage originations. Other~~appreciation.

We anticipate that our noninterest income ~~increased $1.9 million as we realized a $1.5 million gain on the sale of our Duluth, Minnesota branch as well~~will be significantly adversely affected in future periods as a ~~$542 thousand gain on~~result of the ~~sale of a parcel of land~~COVID-19 pandemic and the related decline in ~~Grand Forks, North Dakota. These increases were partially offset by a decrease~~global economic conditions and significant corrections in the global stock markets. We expect retirement and ~~benefits revenue of $731 thousand due to a decrease in~~benefit services asset based revenue will be adversely affected by reduced assets under administration and assets under management, waived transaction and participant related fees, ~~partially offset by an increase~~and a decline in ESOP transaction fees. We expect wealth management asset based revenue will be adversely affected by reduced assets under administration and assets under management and we also expect increased unemployment and recessionary concerns will adversely affect mortgage originations and mortgage banking revenue in future periods.

Noninterest income as a ~~percent~~percentage of total operating revenue, which consists of net interest income plus noninterest income, was ~~61.3%~~59.1% for the three months ending ~~September 30, 2019,~~March 31, 2020, compared to ~~58.1%~~56.7% for the three months ending ~~September 30, 2018.~~March 31, 2019. The increase was due to noninterest income increasing by ~~12.7%~~8.4% while net interest income decreased ~~1.3%.~~

Noninterest income as a percent of total operating revenue was 60.1% for the nine months ending September 30, 2019, compared to 57.8% for the nine months ending September 30, 2018. The increase was due to noninterest income increasing by 10.5% while net interest income only increased by 0.2%1.5%.

See “NOTE 1514 Segment Reporting” for additional discussion regarding our business lines.

Noninterest Expense

Total noninterest expense for the three months ended March 31, 2020 was $36.7 million, an increase of $3.2 million, or 9.6%, compared to $33.5 million for the three months ended March 31, 2019. The increase was primarily attributable to increases of $1.9 million in compensation expense, $646 thousand in business services, software and technology expense, and $597 thousand in mortgage and lending expense. The increases in compensation and mortgage and lending expenses were primarily a result of higher mortgage originations during the period. The increase in business services, software and technology expense was primarily due to the continuing roll-out of our One Alerus initiative.

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~~Noninterest Expense~~

The following table presents noninterest expense for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~

2019.


	Three months ended				Nine months ended				Three months ended
	September 30,				September 30,				March 31,
(dollars in thousands)	2019		2018		2019		2018		2020		2019
Compensation	$	20,041	$	17,873	$	54,997	$	50,906	$	18,731	$	16,813
Employee benefits		4,600		4,314		15,188		13,606
Employee taxes and benefits										5,308		5,428
Occupancy and equipment expense		2,700		2,698		8,086		8,215		2,755		2,745
Business services, software and technology expense		4,224		3,731		12,044		10,467		4,444		3,798
Intangible amortization expense		990		1,196		3,091		3,588		990		1,051
Professional fees and assessments		1,051		1,628		3,146		3,734		1,040		1,066
Marketing and business development		890		856		2,024		2,439		610		427
Supplies and postage		631		611		2,027		1,902		703		733
Travel		435		382		1,335		1,252		261		502
Mortgage and lending expenses		751		437		1,966		1,597		1,043		446
Other		1,014		610		2,198		2,708		841		505
Total noninterest expense	$	37,327	$	34,336	$	106,102	$	100,414	$	36,726	$	33,514

Total noninterest expense for the three months ended September 30, 2019 was $37.3 million, an increase of $3.0 million compared to $34.3 million for the three months ended September 30, 2018. The increase in noninterest expense was primarily due to an increase in compensation and employee benefits of $2.5 million, an increase in business services, software and technology expense of $493 thousand, an increase of $314 thousand in mortgage and lending expenses, and an increase of $404 thousand in other expenses. The increase in compensation and employee benefits between periods was primarily the result of additional investments in talent, with an increase of eight, on average, full‑time equivalent employees along with annual merit pay increases. The increase in technology related expenses was due to the continued investments related to our new client relationship manager software and digital delivery of solutions to clients. These increases were partially offset by decreases of $577 thousand in professional fees and assessments and $206 thousand in intangible amortization expense.

Total noninterest expense for the nine months ended September 30, 2019 was $106.1 million, an increase of $5.7 million compared to $100.4 million for the nine months ended September 30, 2018. The increase in noninterest expense was primarily due to an increase in compensation and employee benefits of $5.7 million, an increase in business services, software and technology expense of $1.6 million, and an increase of $369 thousand in mortgage and lending expenses. The increase in compensation and employee benefits between periods was the result of an increase of fourteen, on average, full‑time equivalent employees, along with an increased cost of health insurance benefits. The increase in technology related expenses was due to the continued investments related to our new client relationship manager software and digital delivery of solutions to clients. These increases were partially offset by decreases of $588 thousand in professional fees and assessments, $510 thousand in other expenses, $497 thousand in intangible amortization expense, and $415 thousand in marketing and business development.

Income Tax Expense

Income tax expense is an estimate based on the amount we expect to owe the respective taxing authorities, plus the impact of deferred tax items. Accrued taxes represent the net estimated amount due, or to be received from, taxing authorities. In estimating accrued taxes, management assesses the relative merits and risks of the appropriate tax treatment of transactions, taking into account statutory, judicial, and regulatory guidance in the context of our tax position. If the final resolution of taxes payable differs from our estimates due to regulatory determination or legislative or judicial actions, adjustments to tax expense may be required.

~~Table of Contents~~

For the three months ended ~~September 30, 2019,~~March 31, 2020, we recognized income tax expense of ~~$2.3~~$1.4 million on ~~$9.4~~$6.8 million of pre‑tax income, resulting in an effective tax rate of ~~24.7%~~21.1%, compared to income tax expense of $2.0 million on ~~$9.3~~$8.5 million of pre‑tax income for the three months ended March 31, 2019, resulting in an effective tax rate of ~~20.9%, for the three months ended September 30, 2018.~~23.9%. The ~~increase~~decrease in the effective tax rate was primarily due to ~~a reduction in~~additional tax ~~exempt income and net operating loss deductions~~benefits from share-based compensation for the three months ended ~~September 30, 2019~~March 31, 2020, as compared to the same period in ~~2018.~~

For the nine months ended September 30, 2019, we recognized income tax expense of $7.2 million on $29.1 million of pre‑tax income, resulting in an effective tax rate of 24.8%, compared to income tax expense of $5.3 million on $25.1 million of pre‑tax income, resulting in an effective tax rate of 20.9%, for the nine months ended September 30, 2018. The increase in the effective tax rate was primarily due to a reduction in excess tax benefits from stock‑based compensation and a reduction in tax exempt income for the nine months ended September 30, 2019, as compared to the same period in 2018.2019.

Financial Condition

Overview

Total assets were ~~$2.2~~$2.5 billion as of ~~September 30, 2019,~~March 31, 2020, an increase of ~~$49.2~~$155.2 million, or ~~2.3%~~6.6%, as compared to December 31, ~~2018.~~2019. The increase in total assets was primarily due to increases of ~~$51.5 million in loans held for sale, $28.5 million in available-for-sale investment securities, $20.5~~$54.5 million in cash and cash equivalents, ~~and the recognition of $8.9~~$43.8 million in ~~operating lease right-of-use assets. These increases were offset by a reduction of $32.0~~available-for-sale investment securities, $37.0 million in loans held for ~~branch sale,~~investment, and ~~$15.8~~$25.4 million in ~~loans.~~loans held for sale.

Loans

The loan portfolio represents a broad range of borrowers comprised of commercial and industrial, commercial real estate, residential real estate, and consumer financing loans. The goal of the overall portfolio mix is to ~~retain balance~~diversify with approximately one third of the portfolio in each of the commercial and industrial, commercial real estate, and residential real estate categories.

~~Commercial~~ As of March 31, 2020 the portfolio mix was 28.7% commercial and industrial, loans include financing for commercial purposes in various lines of businesses, including manufacturing, service industry and professional service areas. Commercial and industrial loans are generally secured with the assets of the company and/or the personal guarantee of the business owners.

~~Commercial real estate loans consist of term loans secured by a mortgage lien on the real property, such as office and industrial buildings, retail shopping centers and apartment buildings, as well as~~29.7% commercial real estate, ~~construction loans that are offered to builders and developers.~~

~~Residential~~35.7% residential real estate ~~loans represent loans to consumers for the purchase or refinance of a residence. These loans are generally financed over a 15‑ to 30‑year term~~ and in most cases, are extended to borrowers to finance their primary residence with both fixed‑rate and adjustable‑rate terms. Real estate construction loans are also offered to consumers who wish to build their own homes and are often structured to be converted to permanent loans at the end of the construction phase, which is typically twelve months. Residential real estate loans also include home equity loans and lines of credit that are secured by a first‑ or second‑lien on the borrower’s residence. Home equity lines of credit consist mainly of revolving lines of credit secured by residential real estate.

~~Consumer loans include loans made to individuals not secured by real estate, including loans secured by automobiles or watercraft, and personal unsecured loans.~~5.9% other categories.

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The following table presents the composition of total loans outstanding by portfolio segment as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:



	September 30, 2019				December 31, 2018								March 31, 2020				December 31, 2019
			Percent of				Percent of		Change						Percent of				Percent of		Change
(dollars in thousands)	Balance		Portfolio		Balance		Portfolio			Amount	Percent		Balance		Portfolio		Balance		Portfolio			Amount	Percent
Commercial
Commercial and industrial	$	485,183	28.7	%	$	510,706	30.0	%	$	(25,523)	(5.0)	%	$	502,637	28.7	%	$	479,144	27.8	%	$	23,493	4.9	%
Real estate construction		21,674	1.3	%		18,965	1.1	%		2,709	14.3	%		25,487	1.4	%		26,378	1.5	%		(891)	(3.4)	%
Commercial real estate		444,600	26.4	%		439,963	25.9	%		4,637	1.1	%		522,106	29.7	%		494,703	28.8	%		27,403	5.5	%
Total commercial		951,457	56.4	%		969,634	57.0	%		(18,177)	(1.9)	%		1,050,230	59.8	%		1,000,225	58.1	%		50,005	5.0	%
Consumer
Residential real estate first mortgage		459,763	27.3	%		448,143	26.3	%		11,620	2.6	%		457,895	26.0	%		457,155	26.6	%		740	0.2	%
Residential real estate junior lien		182,516	10.8	%		188,855	11.1	%		(6,339)	(3.4)	%		170,538	9.7	%		177,373	10.3	%		(6,835)	(3.9)	%
Other revolving and installment		92,351	5.5	%		95,218	5.6	%		(2,867)	(3.0)	%		79,614	4.5	%		86,526	5.0	%		(6,912)	(8.0)	%
Total consumer		734,630	43.6	%		732,216	43.0	%		2,414	0.3	%		708,047	40.2	%		721,054	41.9	%		(13,007)	(1.8)	%
Total loans	$	1,686,087	100.0	%	$	1,701,850	100.0	%	$	(15,763)	(0.9)	%	$	1,758,277	100.0	%	$	1,721,279	100.0	%	$	36,998	2.1	%

Total loans outstanding of ~~$1.69~~$1.76 billion as of ~~September 30, 2019, decreased $15.8~~March 31, 2020, increased $37.0 million, or ~~0.9%~~2.1%, from December 31, ~~2018.~~2019. The ~~decrease~~increase in total loans was primarily due to ~~a decrease~~increases in our commercial and industrial loans of ~~$25.5~~$23.5 million and commercial real estate of $27.4 million. These increases were partially offset by decreases of $6.8 million in residential real estate junior liens ~~of $6.3 million. These decreases were offset by increases of $11.6~~and $6.9 million in other revolving and installment loans.

Consistent with regulatory guidance urging banks to work with borrowers during this unprecedented situation and as outlined in the CARES Act, the Company is executing a payment deferral program for its lending clients that are adversely affected by COVID-19. These deferrals were generally no more than 90 days in duration. As of April 21, 2020, the Company had executed 325 of these deferrals on outstanding loan balances of $97.4 million. In accordance with interagency guidance issued in March 2020, these short-term deferrals are not considered TDRs. See “NOTE 4 Loans and Allowance for Loan Losses” to the consolidated financial statements for additional information regarding TDRs.

We anticipate that loan growth will slow down in the future for our commercial and industrial loan, commercial real estate loan, residential real estate ~~first mortgages~~loan and ~~$4.6 million~~consumer loan portfolios as a result of COVID-19 and the related decline in ~~commercial real estate loans.~~economic conditions in our market areas. We are also anticipating that we will see increased line of credit utilization and a reduction in our unused commitments.

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The following table presents the maturities and ~~type~~types of interest rates for the loan portfolio as of ~~September 30, 2019.~~ March 31, 2020.


	September 30, 2019								March 31, 2020
			After one								After one
	One year		but within		After				One year		but within		After
(dollars in thousands)	or less		five years		five years		Total		or less		five years		five years		Total
Commercial
Commercial and industrial	$	189,754	$	219,468	$	75,961	$	485,183	$	189,968	$	242,414	$	70,255	$	502,637
Real estate construction		6,381		10,201		5,092		21,674		5,008		11,209		9,270		25,487
Commercial real estate		44,431		222,814		177,355		444,600		53,344		227,144		241,618		522,106
Total commercial		240,566		452,483		258,408		951,457		248,320		480,767		321,143		1,050,230
Consumer
Residential real estate first mortgage		20,339		18,739		420,685		459,763		19,891		20,323		417,681		457,895
Residential real estate junior lien		21,234		86,632		74,650		182,516		21,282		71,014		78,242		170,538
Other revolving and installment		16,162		59,335		16,854		92,351		12,524		57,603		9,487		79,614
Total consumer		57,735		164,706		512,189		734,630		53,697		148,940		505,410		708,047
Total loans	$	298,301	$	617,189	$	770,597	$	1,686,087	$	302,017	$	629,707	$	826,553	$	1,758,277
Sensitivity of loans to changes in interest rates
Fixed interest rates			$	475,519	$	515,514					$	484,123	$	368,291
Floating interest rates				141,670		255,083						145,584		458,262
Total			$	617,189	$	770,597					$	629,707	$	826,553

As of ~~September 30, 2019, 63.8%~~March 31, 2020, 52.4% of the loan portfolio bore interest at fixed rates and ~~36.2%~~47.6% at floating rates. The expected life of our loan portfolio will differ from contractual maturities because borrowers may have the right to curtail or prepay their loans with or without penalties. Consequently, the table above includes information limited to contractual maturities of the underlying loans.

~~Table of Contents~~

Asset Quality

Our strategy for credit risk management includes well‑defined, centralized credit policies; uniform underwriting criteria; and ongoing risk monitoring and review processes for all commercial and consumer credit exposures. The strategy also emphasizes diversification on a geographic, industry, and client level; regular credit examinations; and management reviews of loans experiencing deterioration of credit quality. We strive to identify potential problem loans early, take necessary charge‑offs promptly, and maintain adequate reserve levels for probable loan losses inherent in the portfolio. Management performs ongoing, internal reviews of any problem credits and continually assesses the adequacy of the allowance. We utilize an internal lending division, Special Credit Services, to develop and implement strategies for the management of individual nonperforming loans.

Credit Quality Indicators

Loans are assigned a risk rating and grouped into categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The risk ratings are aligned to pass and criticized categories. The criticized category includes special mention, substandard, and doubtful risk ratings.

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See “NOTE 4 Loans and Allowance for Loan Losses” to the consolidated financial statements for a definition of each of the risk ~~rating.~~ratings.

The table below presents criticized loans outstanding by loan portfolio segment as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:


	September 30,			December 31,			March 31,			December 31,
(dollars in thousands)	2019			2018			2020			2019
Commercial
Commercial and industrial	$	31,476		$	51,141		$	31,770		$	30,838
Real estate construction		1,278			1,055			546			1,259
Commercial real estate		24,540			32,785			29,672			32,409
Total commercial		57,294			84,981			61,988			64,506
Consumer
Residential real estate first mortgage		677			19			2,175			797
Residential real estate junior lien		2,172			2,485			3,182			1,251
Other revolving and installment		6			—			23			6
Total consumer		2,855			2,504			5,380			2,054
Total loans	$	60,149		$	87,485		$	67,368		$	66,560
Criticized loans as a percent of total loans		3.57	%		5.14	%		3.83	%		3.87	%

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The following table presents information regarding nonperforming assets as of ~~September~~March 31, ~~2019~~2020 and December 31, ~~2018:~~2019:


	March 31,			December 31,
(dollars in thousands)	2020			2019
Nonaccrual loans	$	6,959		$	7,379
Accruing loans 90+ days past due		11			448
Total nonperforming loans		6,970			7,827
OREO and repossessed assets		209			8
Total nonperforming assets		7,179			7,835
Total restructured accruing loans		926			957
Total nonperforming assets and restructured accruing loans	$	8,105		$	8,792
Nonperforming loans to total loans		0.40	%		0.45	%
Nonperforming assets to total assets		0.29	%		0.33	%
Allowance for loan losses to nonperforming loans		388	%		306	%

September 30,

December 31,

(dollars in thousands)

2019

2018

Nonaccrual loans

$
5,107

$
6,963

Accruing loans 90+ days past due

45

—

Total nonperforming loans

5,152

6,963

OREO and repossessed assets

84

204

Total nonperforming assets

$
5,236

$
7,167

Nonperforming loans to total loans

0.31
%

0.41
%
Nonperforming assets to total assets

0.23
%

0.33
%
Allowance for loan losses to nonperforming loans

446
%

318
%

Interest income lost on nonaccrual loans approximated $155 thousand and $127 thousand for the three months ended March 31, 2020 and 2019, respectively. There was no interest income included in net income related to nonaccrual loans for the three months ended March 31, 2020 and 2019.

Allowance for Loan Losses

The allowance for loan losses represents management’s estimate of incurred credit losses inherent in the loan portfolio at the balance sheet date. The allowance for loan losses is maintained at a level management believes is sufficient to absorb incurred losses in the loan portfolio given the conditions at the time. Management determines the adequacy of the allowance based on periodic evaluations of the loan portfolio, after consideration of risk characteristics of the loans and prevailing and anticipated economic and other ~~factors.~~conditions. A risk system, consisting of multiple grading categories for each portfolio class, is utilized as an analytical tool to assess risk and appropriate reserves. In addition to the risk system, management further evaluates risk characteristics of the loan portfolio under current and anticipated economic conditions and considers such factors as the financial condition of the borrower, past and expected loss experience, and other factors which management feels deserve recognition in establishing an appropriate reserve. These estimates are reviewed at least quarterly, and, as adjustments become necessary, they are recognized in the periods in which they become known. These evaluations are inherently subjective as they require management to make material estimates, all of which may be susceptible to significant change. ~~The allowance is increased by provisions charged to expense and decreased by actual charge‑offs, net of recoveries.~~

The allowance for loan losses represents management’s assessment of probable credit losses inherent in the loan portfolio. The allowance for loan losses consists of specific components, based on individual evaluation of certain loans, and general components for homogeneous pools of loans with similar risk characteristics.

Impaired loans include loans placed on nonaccrual status and TDRs. Loans are considered impaired when, based on current information and events, it is probable that all amounts due, in accordance with the original contractual terms of the loan agreement, will not be collected. When determining if all amounts due in accordance with the original contractual terms of the loan agreement will be collected, the borrower’s overall financial condition, resources and payment record, support from guarantors, and the realizable value of any collateral, are taken into consideration. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case‑by‑case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

All impaired loans are individually evaluated for impairment. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the discounted expected future cash flows or at the fair value of collateral if repayment is collateral dependent.

The allowance for non‑impaired loans is based on historical losses adjusted for current qualitative factors. The historical loss experience is determined by portfolio segment and is based on the actual loss history over the most recent five years. This actual loss experience is adjusted for economic factors based on the risks present for each portfolio segment. These economic factors include consideration of the following: levels of and trends in delinquencies and impaired loans; levels of and trends in charge‑offs and recoveries; trends in volume and terms of loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and other relevant staff; national and local economic trends and conditions; industry conditions; and effects of changes in credit concentrations. These factors are inherently subjective and are driven by the repayment risk associated with each portfolio segment. These portfolio segments include commercial and industrial, real estate construction, commercial real estate, residential real estate first mortgage, residential real estate junior liens, and other revolving and installment.

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The following table presents, by loan type, the changes in the allowance for loan losses for the periods presented.


	Three months ended
	March 31,
(dollars in thousands)	2020			2019
Balance—beginning of period	$	23,924		$	22,174
Commercial loan charge-offs
Commercial and Industrial		(32)			(1,785)
Real estate construction		—			(1)
Commercial real estate		—			—
Total commercial loan charge-offs		(32)			(1,786)
Consumer loan charge-offs
Residential real estate first mortgage		—			—
Residential real estate junior lien		—			(104)
Other revolving and installment		(67)			(58)
Total consumer loan charge-offs		(67)			(162)
Total loan charge-offs		(99)			(1,948)
Commercial loan recoveries
Commercial and Industrial		593			66
Real estate construction		—			—
Commercial real estate		—			—
Total commercial recoveries		593			66
Consumer loan recoveries
Residential real estate first mortgage		—			—
Residential real estate junior lien		37			53
Other revolving and installment		64			73
Total consumer loan recoveries		101			126
Total loan recoveries		694			192
Net loan charge-offs (recoveries)		(595)			1,756
Commercial loan provision
Commercial and Industrial		70			3,407
Real estate construction		31			2
Commercial real estate		1,588			(436)
Total commercial loan provision		1,689			2,973
Consumer loan provision
Residential real estate first mortgage		761			454
Residential real estate junior lien		317			7
Other revolving and installment		92			(46)
Total consumer loan provision		1,170			415
Unallocated provision expense		(359)			(1,168)
Total loan loss provision		2,500			2,220
Balance—end of period	$	27,019		$	22,638
Total loans	$	1,758,277		$	1,713,792
Average total loans		1,731,593			1,731,708
Allowance for loan losses as a percentage of total loans		1.54	%		1.32	%
Net charge-offs/(recoveries) to average total loans (annualized)		(0.14)	%		0.41	%

The allowance for loan losses was $27.0 million as of March 31, 2020, compared to $23.9 million as of December 31, 2019. The $3.1 million increase in the allowance for loan losses was due to additional provision for loan losses of $2.5 million and net recoveries of $0.6 million. The increase in provision expense was primarily due to allocations of reserves for the economic uncertainties related to COVID-19. The level of nonperforming loans to total loans as of March 31, 2020 was 0.40%, compared to 0.45% as of December 31, 2019. The allowance for loan losses to total loans was 1.54% as of March 31, 2020, compared to 1.39% as of December 31, 2019.

Based on current economic indicators, the Company increased the economic factors within the allowance for loan losses evaluation. We expect that the allowance for loan losses as a percent of total loans may increase in future

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periods based on our belief that the credit quality of our loan portfolio may decline, and loan defaults may increase as a result of COVID-19.

The following table presents the allocation of the allowance for loan losses as of the dates presented.


	March 31, 2020				December 31, 2019
			Percentage				Percentage
	Allocated		of loans to		Allocated		of loans to
(dollars in thousands)	Allowance		total loans		Allowance		total loans
Commercial and industrial	$	12,901	28.7	%	$	12,270	27.8	%
Real estate construction		334	1.4	%		303	1.5	%
Commercial real estate		8,276	29.7	%		6,688	28.8	%
Residential real estate first mortgage		2,209	26.0	%		1,448	26.6	%
Residential real estate junior lien		1,025	9.7	%		671	10.3	%
Other revolving and installment		441	4.5	%		352	5.0	%
Unallocated		1,833	—	%		2,192	—	%
Total loans	$	27,019	100.0	%	$	23,924	100.0	%

In the ordinary course of business, we enter into commitments to extend credit, including commitments under credit arrangements, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded when they are funded. A reserve for unfunded commitments is established using historical loss data and utilization assumptions. This reserve is located ~~under~~in accrued expenses and other liabilities on the Consolidated Balance Sheets. The reserve for unfunded commitments was ~~$980 thousand as of September 30, 2019, compared to $1.4~~$1.1 million as of March 31, 2020 and December 31, ~~2018.~~

~~The following table presents, by loan type, the changes in the allowance for loan losses for the periods presented.~~

Three months ended

Nine months ended

September 30,

September 30,

(dollars in thousands)

2019

2018

2019

2018

Balance—beginning of period

$
21,246

$
19,869

$
22,174

$
16,564

Commercial loan charge-offs









Commercial and Industrial

(324)

(424)

(5,275)

(3,078)

Real estate construction

—

—

(1)

(60)

Commercial real estate

—

—

—

—

Total commercial loan charge-offs

(324)

(424)

(5,276)

(3,138)

Consumer loan charge-offs









Residential real estate first mortgage

—

—

—

(29)

Residential real estate junior lien

(20)

(47)

(154)

(133)

Other revolving and installment

(31)

(99)

(513)

(236)

Total consumer loan charge-offs

(51)

(146)

(667)

(398)

Total loan charge-offs

(375)

(570)

(5,943)

(3,536)

Commercial loan recoveries









Commercial and Industrial

538

126

831

509

Real estate construction

—

—

2

2

Commercial real estate

—

20

150

59

Total commercial recoveries

538

146

983

570

Consumer loan recoveries









Residential real estate first mortgage

—

—

—

—

Residential real estate junior lien

49

11

132

190

Other revolving and installment

28

26

123

144

Total consumer loan recoveries

77

37

255

334

Total loan recoveries

615

183

1,238

904

Net loan charge-offs (recoveries)

(240)

387

4,705

2,632

Commercial loan provision









Commercial and Industrial

(962)

1,452

3,263

6,158

Real estate construction

25

(109)

97

1

Commercial real estate

(4)

(72)

(668)

1,458

Total commercial loan provision

(941)

1,271

2,692

7,617

Consumer loan provision









Residential real estate first mortgage

(139)

(142)

(140)

(38)

Residential real estate junior lien

157

20

113

(145)

Other revolving and installment

1

31

388

34

Total consumer loan provision

19

(91)

361

(149)

Unallocated provision expense

2,420

350

2,462

(388)

Total loan loss provision

1,498

1,530

5,515

7,080

Balance—end of period

$
22,984

$
21,012

$
22,984

$
21,012

Total loans

$
1,686,087

$
1,724,656

$
1,686,087

$
1,724,656

Average total loans

1,691,542

1,699,048

1,715,629

1,661,493

Allowance for loan losses as a percentage of total loans

1.36
%

1.22
%

1.36
%

1.22
%
Net charge-offs/(recoveries) to average total loans

(0.01)
%

0.02
%

0.27
%

0.16
%

The allowance for loan losses was $23.0 million as of September 30, 2019, compared to $22.2 million as of December 31, 2018. The $810 thousand increase in the allowance for loan losses was due to additional provision for loan losses of $5.5 million, partially offset by net loan charge‑offs of $4.7 million. The level of nonperforming loans to total loans as of September 30, 2019 was 0.31%, compared to 0.41% as of December 31, 2018. The allowance for loan losses to total loans was 1.36% as of September 30, 2019, compared to 1.30% as of December 31, 2018.

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~~The following table presents the allocation of the allowance for loan losses as of the dates presented.~~

September 30, 2019

December 31, 2018

Percentage

Percentage

Allocated

of loans to

Allocated

of loans to

(dollars in thousands)

Allowance

total loans


Allowance

total loans

Commercial and industrial

$
10,946

28.7
%

$
12,127

30.0
%
Real estate construction

348

1.3
%

250

1.1
%
Commercial real estate

5,761

26.4
%

6,279

25.9
%
Residential real estate first mortgage

1,016

27.3
%

1,156

26.3
%
Residential real estate junior lien

896

10.8
%

805

11.1
%
Other revolving and installment

378

5.5
%

380

5.6
%
Unallocated

3,639

—
%

1,177

—
%
Total loans

$
22,984

100.0
%

$
22,174

100.0
%

2019.

Loans Held for Sale

Loans held for sale represent loans to consumers for the purchase or refinance of a residence that we have originated and intend to sell into the secondary market. Loans held for sale were ~~$66.0~~$72.3 million as of ~~September 30, 2019,~~March 31, 2020, an increase of ~~$51.5~~$25.4 million, as compared to December 31, ~~2018.~~2019. The increase in loans held for sale was primarily due to ~~seasonally higher~~increased mortgage originations during the month of March, investor pipeline capacity and a volatile capital market. Mortgage loan originations ~~which were $313.5~~totaled $228.6 million for the three months ended ~~September 30, 2019~~March 31, 2020 compared to ~~$169.8~~$261.3 million for the three months ended December 31, ~~2018.~~

~~Loans Held for Branch Sale~~

On January 15, 2019, we entered into an agreement to sell the loans of two branch locations in Duluth, Minnesota. These loans were classified as loans held for branch sale in our consolidated balance sheets as of December 31, 2018. As of December 31, 2018, loans held for branch sale totaled $32.0 million. The sale was completed on April 26, 2019, and as of September 30, 2019, there were no loans held for branch sale.2019.

Investment Securities

The composition of our investment securities portfolio reflects our investment strategy of maintaining an appropriate level of liquidity for normal operations while providing an additional source of revenue. The investment portfolio also provides a balance to interest rate risk and credit risk in other categories of the balance sheet, while providing a vehicle for the investment of available funds, furnishing liquidity, and supplying securities to pledge as collateral.

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The following table presents the fair value composition of our investment securities portfolio as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:


	September 30, 2019				December 31, 2018								March 31, 2020				December 31, 2019
			Percent of				Percent of		Change						Percent of				Percent of		Change
(dollars in thousands)	Balance		Portfolio		Balance		Portfolio		Amount		Percent		Balance		Portfolio		Balance		Portfolio		Amount		Percent
Trading	$	—	-	%	$	1,539	0.6	%	$	(1,539)	(100.0)	%
Available-for-sale
U.S. Treasury and agencies		21,602	7.7	%		19,142	7.5	%		2,460	12.9	%	$	16,627	4.7	%	$	21,240	6.8	%	$	(4,613)	(21.7)	%
Obligations of state and political agencies		47,856	17.0	%		66,387	26.0	%		(18,531)	(27.9)	%		69,106	19.5	%		68,648	21.9	%		458	0.7	%
Mortgage backed securities
Residential Agency		169,337	60.1	%		126,998	50.0	%		42,339	33.3	%		229,309	64.8	%		182,538	58.3	%		46,771	25.6	%
Commercial		32,652	11.6	%		28,767	11.3	%		3,885	13.5	%		29,910	8.4	%		30,685	9.8	%		(775)	(2.5)	%
Asset backed securities		157	0.1	%		399	0.2	%		(242)	(60.7)	%		141	—	%		144	—	%		(3)	(2.1)	%
Corporate bonds		7,112	2.5	%		8,481	3.3	%		(1,369)	(16.1)	%		9,056	2.6	%		7,095	2.3	%		1,961	27.6	%
Total available-for-sale		278,716	99.0	%		250,174	98.3	%		28,542	11.4	%		354,149	100.0	%		310,350	99.1	%		43,799	14.1	%
Equity		2,675	1.0	%		3,165	1.1	%		(490)	(15.5)	%		—	-	%		2,808	0.9	%		(2,808)	(100.0)	%
Total investment securities	$	281,391	100.0	%	$	254,878	100.0	%	$	26,513	10.4	%	$	354,149	100.0	%	$	313,158	100.0	%	$	40,991	13.1	%

The securities available‑for‑sale presented in the following table are reported at fair value and by contractual maturity as of ~~September 30, 2019.~~March 31, 2020. Actual timing may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Additionally, residential mortgage backed securities and collateralized mortgage obligations receive monthly principal payments, which are not reflected below. The yields below are calculated on a tax-equivalent basis.


	Maturity as of September 30, 2019																Maturity as of March 31, 2020
	One year or less				One to five years				Five to ten years				After ten years				One year or less				One to five years				Five to ten years				After ten years
	Fair		Average		Fair		Average		Fair		Average		Fair		Average		Fair		Average		Fair		Average		Fair		Average		Fair		Average
(dollars in thousands)	Value		Yield		Value		Yield		Value		Yield		Value		Yield		Value		Yield		Value		Yield		Value		Yield		Value		Yield
Available-for-sale
U.S. Treasury and agencies	$	—	—	%	$	9,969	1.52	%	$	5,841	3.36	%	$	5,792	3.00	%	$	10,084	1.52	%	$	—	—	%	$	1,671	2.37	%	$	4,872	2.19	%
Obligations of state and political agencies		977	1.00	%		15,030	1.53	%		14,666	2.12	%		17,183	2.68	%		1,019	1.81	%		19,090	1.47	%		22,077	2.03	%		26,920	2.64	%
Mortgage backed securities
Residential Agency		17	—	%		3,783	2.37	%		51,512	2.55	%		114,025	2.79	%		16	3.78	%		3,061	2.33	%		47,259	2.55	%		178,973	2.67	%
Commercial		—	—	%		2,127	3.06	%		8,386	2.39	%		22,139	2.65	%		—	—	%		1,755	2.94	%		7,291	2.37	%		20,864	2.40	%
Asset backed securities		—	4.90	%		—	—	%		—	—	%		157	5.64	%		2	5.44	%		—	—	%		—	—	%		139	5.45	%
Corporate bonds		2,032	—	%		5,080	2.58	%		—	—	%		—	—	%		5,028	2.53	%		2,028	2.70	%		2,000	3.38	%		—	—	%
Total available-for-sale	$	3,026	1.03	%	$	35,989	1.89	%	$	80,405	2.51	%	$	159,296	2.77	%	$	16,149	1.85	%	$	25,934	1.77	%	$	80,298	2.41	%	$	231,768	2.64	%

~~Cash and Cash Equivalents~~

Cash and cash equivalents increased $20.5 million to $61.2 million as of September 30, 2019 compared to December 31, 2018. This increase was primarily due to cash flows from financing activities and investing activities totaling $14.1 million and $4.4 million, respectively. The increase in cash flows provided by financing activities was primarily driven by $62.8 million in proceeds received from the issuance of common stock related to our initial public offering and a $53.2 million increase in deposits, partially offset by $93.5 million reduction in short-term borrowings. Cash flows provided by investing activities primarily consisted of a $60.4 million increase in proceeds from the sales and maturities of investment securities, $14.2 million in proceeds from a decrease in loans and $10.4 million in proceeds from the sale of our Duluth branch, partially offset by $80.5 million in purchases of investments securities available-for-sale.

Deposits

Total deposits were $2.1 billion as of ~~September 30, 2019 were $1.8 billion and increased $58.0~~March 31, 2020, an increase of $150.2 million, or ~~3.3%~~7.6%, as compared to December 31, ~~2018.~~2019. The increase in total deposits was due to an increase in interest-bearing deposits of ~~$70.7~~$119.3 million and a $30.9 million increase in noninterest-bearing deposits. The increase in interest-bearing deposits was primarily due to a $76.6 million increase in synergistic deposits from our retirement and benefit services and wealth management segments. In addition, health savings account, or HSA, deposits were $124.2 million as of March 31, 2020, an increase of $4.4 million, or 3.7%, from December 31, 2019. Noninterest-bearing deposits as a percent of total deposits was 28.7% and 29.3% as of March 31, 2020 and December 31, 2019, respectively. Total deposits represented 95.6% of total liabilities as of March 31, 2020.

We expect that deposit levels will generally decrease in future periods as a result of the distressed economic conditions in our market areas as a result of the COVID-19 pandemic.

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partially offset by a decrease in noninterest-bearing accounts of $12.7 million. Total deposits represented 94.2% of total liabilities as of September 30, 2019. The increase in interest-bearing deposits was fairly evenly split amongst interest-bearing demand, money market and savings, and time deposits.

The following table presents the composition of our deposit portfolio as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~2019:


	September 30, 2019				December 31, 2018								March 31, 2020				December 31, 2019
			Percent of				Percent of		Change						Percent of				Percent of		Change
(dollars in thousands)	Balance		Portfolio		Balance		Portfolio			Amount	Percent		Balance		Portfolio		Balance		Portfolio		Amount		Percent
Noninterest-bearing demand	$	537,951	29.3	%	$	550,640	31.0	%	$	(12,689)	(2.3)	%	$	608,559	28.7	%	$	577,704	29.3	%	$	30,855	5.3	%
Interest-bearing demand		424,249	23.1	%		401,078	22.6	%		23,171	5.8	%		477,752	22.5	%		458,689	23.3	%		19,063	4.2	%
Money market and savings		678,160	37.1	%		652,791	36.8	%		25,369	3.9	%		833,833	39.3	%		738,841	37.5	%		94,992	12.9	%
Time deposits		192,753	10.5	%		170,587	9.6	%		22,166	13.0	%		201,370	9.5	%		196,082	9.9	%		5,288	2.7	%
Total deposits	$	1,833,113	100.0	%	$	1,775,096	100.0	%	$	58,017	3.3	%	$	2,121,514	100.0	%	$	1,971,316	100.0	%	$	150,198	7.6	%

The following table presents the average balances and rates of our deposit portfolio for the three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018:~~2019:


	Three months ended				Three months ended				Three months ended				Three months ended
	September 30, 2019				September 30, 2018				March 31, 2020				March 31, 2019
	Average		Average		Average		Average		Average		Average		Average		Average
(dollars in thousands)	Balance		Rate		Balance		Rate		Balance		Rate		Balance		Rate
Noninterest-bearing demand	$	502,108	-	%	$	545,154	-	%	$	564,307	—	%	$	509,573	—	%
Interest-bearing demand		424,896	0.49	%		393,390	0.23	%		459,028	0.46	%		419,325	0.39	%
Money market and savings		649,190	1.32	%		619,386	0.67	%		803,838	1.04	%		684,487	1.01	%
Time deposits		187,023	1.74	%		207,009	0.99	%		199,088	1.59	%		185,619	1.40	%
Total deposits(1)	$	1,763,217	0.79	%	$	1,764,939	0.40	%	$	2,026,261	0.67	%	$	1,799,004	0.62	%

The following table presents the contractual maturity of time deposits, including certificate of deposit account registry services and IRA deposits of $100 thousand and over, that were outstanding, as of the dates presented:


	September 30,		December 31,		March 31,
(dollars in thousands)	2019		2018		2020
Maturing in:
3 months or less	$	46,870	$	24,856	$	59,634
3 months to 6 months		32,389		37,129		36,443
6 months to 1 year		10,854		8,260		4,879
1 year or greater		15,657		13,767		14,724
Total	$	105,770	$	84,012	$	115,680

~~Deposits Held for Sale~~

On January 15, 2019, we entered into an agreement to sell our branch offices located in Duluth, Minnesota, including deposits attributable to those offices. These deposits were classified as held for sale in our consolidated balance sheets. As of December 31, 2018, deposits held for sale totaled $24.2 million. The sale was completed on April 26, 2019, and as of September 30, 2019, there were no deposits held for sale.

~~Table of Contents~~

Borrowings

Borrowings as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 were as follows:


	September 30, 2019				December 31, 2018								March 31, 2020				December 31, 2019
			Percent of				Percent of		Change						Percent of				Percent of		Change
(dollars in thousands)	Balance		Portfolio		Balance		Portfolio			Amount	Percent		Balance		Portfolio		Balance		Portfolio		Amount		Percent
Fed funds purchased	$	—	0.0	%	$	93,460	61.4	%	$	(93,460)	(100.0)	%
FHLB Short-term advances		—	0.0	%		—	0.0	%		—	—	%
Subordinated notes		49,609	84.4	%		49,562	32.5	%		47	0.1	%	$	49,641	84.5	%	$	49,625	84.4	%	$	16	—	%
Junior subordinated debentures		8,476	14.4	%		8,392	5.5	%		84	1.0	%		8,532	14.5	%		8,504	14.5	%		28	0.3	%
Finance lease liability		690	1.2	%		870	0.6	%		(180)	(20.7)	%		589	1.0	%		640	1.1	%		(51)	(7.9)	%
Total borrowed funds	$	58,775	100.0	%	$	152,284	100.0	%	$	(93,509)	(61.4)	%	$	58,762	100.0	%	$	58,769	100.0	%	$	(7)	—	%

Capital Resources

Stockholders' equity is influenced primarily by earnings, dividends, the Company's sales and repurchases of its common stock and changes in accumulated other comprehensive income caused primarily by fluctuations in unrealized gains or losses, net of taxes, on available-for-sale securities.

Stockholders' equity increased ~~$84.4~~$7.9 million to ~~$281.4~~$293.6 million as of ~~September 30, 2019,~~March 31, 2020, compared to ~~$197.0~~$285.7 million as of December 31, ~~2018.~~2019. The increase in stockholders' equity was primarily impacted by ~~$62.8 million of net proceeds received from our initial public offering, $21.9~~$5.4 million of net income for

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the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, and an increase of ~~$6.7~~$5.2 million of accumulated other comprehensive income. These increases were partially offset by $2.6 million in dividends ~~paid to~~declared on common shareholders totaling $6.3 million for the nine months ended September 30, 2019. The increase in accumulated other comprehensive income was entirely from the increase in after-tax market value adjustments on the available-for-sale investment securities portfolio.

stock.

We strive to maintain an adequate capital base to support our activities in a safe and sound manner while at the same time attempting to maximize stockholder value. Capital adequacy is assessed against the risk inherent in our balance sheet, recognizing that unexpected loss is the common denominator of risk and that common equity has the greatest capacity to absorb unexpected loss.

We are subject to various regulatory capital requirements both at the Company and at the Bank level. Failure to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, specific capital guidelines must be met that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting policies. We have consistently maintained regulatory capital ratios at or above the well-capitalized standards.

~~Table of Contents~~

At ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, we met all the capital adequacy requirements to which we were subject. The table below presents the Company’s and the Bank’s regulatory capital ratios as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018:~~

2019:


	September 30,		December 31,		March 31,		December 31,
Capital Ratios	2019		2018		2020		2019
Alerus Financial Corporation
Common equity tier 1 capital to risk weighted assets	12.38	%	8.43	%	12.36	%	12.48	%
Tier 1 capital to risk weighted assets	12.81	%	8.87	%	12.78	%	12.90	%
Total capital to risk weighted assets	16.67	%	12.86	%	16.55	%	16.73	%
Tier 1 capital to average assets	11.33	%	7.51	%	10.62	%	11.05	%
Tangible common equity to tangible assets (1)	10.76	%	6.91	%	10.09	%	10.38	%

Alerus Financial, National Association
Common equity tier 1 capital to risk weighted assets	11.84	%	11.39	%	11.80	%	11.91	%
Tier 1 capital to risk weighted assets	11.84	%	11.39	%	11.80	%	11.91	%
Total capital to risk weighted assets	13.06	%	12.62	%	13.05	%	13.15	%
Tier 1 capital to average assets	10.47	%	9.63	%	9.80	%	10.20	%

(1)

Represents a non-GAAP financial measure. See “Non-GAAP to GAAP Reconciliations and Calculation of Non-GAAP Financial Measures.”

The capital ratios for the Company and the Bank, as of ~~September 30, 2019,~~March 31, 2020, as shown in the above tables, indicate levels above the regulatory minimum to be considered “well capitalized”. All regulatory capital ratios increased from their December 31, ~~2018~~2019 levels primarily as a result of ~~net proceeds received from our initial public offering and~~ the increase in retained earnings. See “Note 17 Regulatory Matters” to the consolidated financial statements for additional information

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Contractual Obligations and Off‑Balance Sheet Arrangements

Contractual Obligations

In the ordinary course of our operations, we enter into certain contractual obligations. The following table presents our contractual obligations by maturity as of ~~September 30, 2019.~~

March 31, 2020.


	September 30, 2019										March 31, 2020
	Less than		One to		Three to		Over				Less than		One to		Three to		Over
(dollars in thousands)	one year		three years		five years		five years		Total		one year		three years		five years		five years		Total
Operating lease obligations	$	2,291	$	3,255	$	2,567	$	2,460	$	10,573	$	2,037	$	3,222	$	2,202	$	2,083	$	9,544
Time deposits		154,554		23,665		7,247		7,287		192,753		166,478		21,292		6,932		6,668		201,370
Subordinated notes payable		—		—		—		49,609		49,609		—		—		—		49,641		49,641
Junior subordinated debenture (Trust I)		—		—		—		3,390		3,390		—		—		—		3,413		3,413
Junior subordinated debenture (Trust II)		—		—		—		5,086		5,086		—		—		—		5,119		5,119
Finance lease liability		251		502		20		—		773		251		401		—		—		652
Total contractual obligations											$	168,766	$	24,915	$	9,134	$	66,924	$	269,739

Off‑Balance Sheet Arrangements

We are a party to financial instruments with off‑balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments consist primarily of commitments to extend credit and standby letters of credit. Commitments to extend credit are agreements to lend to customers, generally having fixed expiration dates or other termination clauses that may require payment of a fee. These commitments consist principally of unused commercial and consumer credit lines. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of an underlying contract with a third party. The credit risks associated with commitments to extend credit and standby letters of credit are essentially the same as that involved with extending loans to customers and are subject to normal credit policies. Collateral may be required based on management’s assessment of the customer’s creditworthiness. The fair value of these commitments is considered immaterial for disclosure purposes.

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A summary of the contractual amounts of our exposure to off‑balance sheet agreements as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, is as follows:


	September 30,		December 31,		March 31,		December 31,
(dollars in thousands)	2019		2018		2020		2019
Commitments to extend credit	$	570,220	$	529,890	$	524,069	$	586,365
Standby letters of credit		8,023		8,852		3,276		8,516
Total	$	578,243	$	538,742	$	527,345	$	594,881

Liquidity

Liquidity management is the process by which we manage the flow of funds necessary to meet our financial commitments on a timely basis and at a reasonable cost and to take advantage of earnings enhancement opportunities. These financial commitments include withdrawals by depositors, credit commitments to borrowers, expenses of our operations, and capital expenditures. Liquidity is monitored and closely managed by our asset and liability committee, or the ALCO, a group of senior officers from the finance, enterprise risk management, deposit, investment, treasury, and lending areas. It is the ALCO’s responsibility to ensure we have the necessary level of funds available for normal operations as well as maintain a contingency funding policy to ensure that potential liquidity stress events are planned for, quickly identified, and management has plans in place to respond. The ALCO has created policies which establish limits and require measurements to monitor liquidity trends, including modeling and management reporting that identifies the amounts and costs of all available funding sources.

As of ~~September 30, 2019,~~March 31, 2020, we had on balance sheet liquidity of ~~$192.7~~$364.3 million, compared to ~~$152.1~~$250.7 million as of December 31, ~~2018.~~2019. On balance sheet liquidity includes total due from banks, federal funds sold, interest‑bearing deposits with banks, unencumbered securities available‑for‑sale, and over collateralized securities pledging position.

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The Bank is a member of the FHLB, which provides short‑ and long‑term funding to its members through advances collateralized by real estate related assets and other select collateral, most typically in the form of debt securities. The actual borrowing capacity is contingent on the amount of collateral available to be pledged to the FHLB. As of ~~September 30, 2019,~~March 31, 2020, we had no outstanding fed funds purchased from the ~~FHLB. As of September 30, 2019 we had $858.3~~FHLB and $924.8 million of ~~real estate‑related loans~~collateral pledged to the FHLB. Based on this collateral, we were eligible to borrow up to ~~an additional $545.7 million.~~$573.3 million from the FHLB. In addition, we can borrow up to ~~$87.0~~$102.0 million through the unsecured lines of credit we have established with four other banks.

In addition, because the Bank is “well capitalized,” we can accept wholesale deposits up to 20.0% of total assets based on current policy limits. Management believed that we had adequate resources to fund all of our commitments as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

Our primary sources of liquidity include liquid assets, as well as unencumbered securities that can be used to collateralize additional funding. ~~As of September 30, 2019, we had $61.2 million of cash and cash equivalents of which $25.0 million are interest‑earning deposits held at the Federal Reserve, FHLB and other correspondent banks.~~

Though remote, the possibility of a funding crisis exists at all financial institutions. Accordingly, management has addressed this issue by formulating a liquidity contingency plan, which has been reviewed and approved by both the Bank’s board of directors and the ALCO. The plan addresses the actions that we would take in response to both a short‑term and long‑term funding crisis.

A short‑term funding crisis would most likely result from a shock to the financial system, either internal or external, which disrupts orderly short‑term funding operations. Such a crisis would likely be temporary in nature and would not involve a change in credit ratings. A long‑term funding crisis would most likely be the result of both external and internal factors and would most likely result in drastic credit deterioration. Management believes that both potential circumstances have been fully addressed through detailed action plans and the establishment of trigger points for monitoring such events.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates. Interest‑rate risk is the risk to earnings and equity value arising from changes in market interest rates and arises in the normal course of business to the extent that there is a divergence between the amount of interest‑earning assets and the amount of interest‑bearing liabilities that are prepaid/withdrawn, re‑price, or mature in specified periods. We seek to achieve consistent growth in net interest income and equity while managing volatility arising from shifts in market interest rates. The ALCO oversees market risk management, monitoring risk measures, limits, and policy guidelines for managing the amount of interest rate risk and its effect on net interest income and capital. The Bank’s board of directors approves policy limits with respect to interest rate risk.

Interest Rate Risk

Interest rate risk management is an active process that encompasses monitoring loan and deposit flows complemented by investment and funding activities. Effective interest rate risk management begins with understanding the dynamic characteristics of assets and liabilities and determining the appropriate interest rate risk position given business activities, management objectives, market expectations and ALCO policy limits and guidelines.

Interest rate risk can come in a variety of forms, including repricing risk, basis risk, yield curve risk and option risk. Repricing risk is the risk of adverse consequences from a change in interest rates that arises because of differences in the timing of when those interest rate changes impact our assets and liabilities. Basis risk is the risk of adverse consequence resulting from unequal change in the spread between two or more rates for different instruments with the same maturity. Yield curve risk is the risk of adverse consequences resulting from unequal changes in the spread between two or more rates for different maturities for the same or different instruments. Option risk in financial instruments arises from embedded options such as options provided to borrowers to make unscheduled loan prepayments, options provided to debt issuers to exercise call options prior to maturity, and depositor options to make withdrawals and early redemptions.

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Management regularly reviews our exposure to changes in interest rates. Among the factors considered are changes in the mix of interest‑earning assets and interest‑bearing liabilities, interest rate spreads and repricing periods. The ALCO reviews, on at least a quarterly basis, the interest rate risk position.

The interest‑rate risk position is measured and monitored at the Bank using net interest income simulation models and economic value of equity sensitivity analysis that capture both short‑term and long‑term interest‑rate risk exposure.

Modeling the sensitivity of net interest income and the economic value of equity to changes in market interest rates is highly dependent on numerous assumptions incorporated into the modeling process. The models used for these measurements rely on estimates of the potential impact that changes in interest rates may have on the value and prepayment speeds on all components of our loan portfolio, investment portfolio, as well as embedded options and cash flows of other assets and liabilities. Balance sheet growth assumptions are also included in the simulation modeling process. The analysis provides a framework as to what our overall sensitivity position is as of our most recent reported position and the impact that potential changes in interest rates may have on net interest income and the economic value of our equity.

Net interest income simulation involves forecasting net interest income under a variety of interest rate scenarios including instantaneous shocks.

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The estimated impact on our net interest income as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, assuming immediate parallel moves in interest rates is presented in the table below.


	September 30, 2019				December 31, 2018				March 31, 2020				December 31, 2019
	Following		Following		Following		Following		Following		Following		Following		Following
	12 months		24 months		12 months		24 months		12 months		24 months		12 months		24 months
+400 basis points	4.4	%	11.4	%	0.4	%	10.7	%	7.4	%	11.8	%	5.5	%	12.2	%
+300 basis points	3.4	%	8.5	%	0.3	%	8.7	%	5.2	%	8.0	%	4.2	%	9.0	%
+200 basis points	2.3	%	5.5	%	0.2	%	6.6	%	3.0	%	4.2	%	2.9	%	5.7	%
+100 basis points	1.3	%	2.4	%	0.3	%	4.8	%	1.0	%	0.4	%	1.5	%	2.4	%
−100 basis points	−5.4	%	−11.4	%	−5.2	%	−6.7	%	−1.2	%	−8.6	%	−5.4	%	−11.9	%
−200 basis points	N/A	%	N/A	%	−9.6	%	−16.4	%	N/A	%	N/A	%	N/A	%	N/A	%

Management strategies may impact future reporting periods, as actual results may differ from simulated results due to the timing, magnitude, and frequency of interest rate changes, the difference between actual experience, and the characteristics assumed, as well as changes in market conditions. Market based prepayment speeds are factored into the analysis for loan and securities portfolios. Rate sensitivity for transactional deposit accounts is modeled based on both historical experience and external industry studies.

Management uses economic value of equity sensitivity analysis to understand the impact of interest rate changes on long‑term cash flows, income, and capital. Economic value of equity is based on discounting the cash flows for all balance sheet instruments under different interest rate scenarios. Deposit premiums are based on external industry studies and utilizing historical experience.

The table below presents the change in the economic value of equity as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, assuming immediate parallel shifts in interest rates.


	March 31,		December 31,
	2020		2019
+400 basis points	12.1	%	12.8	%
+300 basis points	11.9	%	11.4	%
+200 basis points	10.5	%	9.2	%
+100 basis points	7.5	%	6.1	%
−100 basis points	−38.6	%	−23.2	%
−200 basis points	N/A	%	N/A	%

September 30,

December 31,

2019

2018

+400 basis points

18.5
%
4.9
%
+300 basis points

16.0
%
4.8
%
+200 basis points

12.5
%
4.0
%
+100 basis points

7.9
%
2.8
%
−100 basis points

−26.5
%
−15.9
%
−200 basis points

N/A
%
−36.8
%

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Operational Risk

Operational risk is the risk of loss due to human behavior, inadequate or failed internal systems and controls, and external influences such as market conditions, fraudulent activities, disasters, and security risks. Management continuously strives to strengthen its system of internal controls, enterprise risk management, operating processes and employee awareness to assess the impact on earnings and capital and to improve the oversight of our operational risk.

Compliance Risk

Compliance risk represents the risk of regulatory sanctions, reputational impact or financial loss resulting from failure to comply with rules and regulations issued by the various banking agencies and standards of good banking practice. Activities which may expose us to compliance risk include, but are not limited to, those dealing with the prevention of money laundering, privacy and data protection, community reinvestment initiatives, fair lending challenges resulting from the expansion of our banking center network, employment and tax matters.

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Strategic and/or Reputation Risk

Strategic and/or reputation risk represents the risk of loss due to impairment of reputation, failure to fully develop and execute business plans, failure to assess current and new opportunities in business, markets and products, and any other event not identified in the defined risk types mentioned previously. Mitigation of the various risk elements that represent strategic and/or reputation risk is achieved through initiatives to help management better understand and report on various risks, including those related to the development of new products and business initiatives.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s management, including our President and Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rule 13a‑15(e) under the Securities Exchange Act of 1934, or the “Exchange Act”), as of the end of the period covered by this report. Based on such evaluation, our President and Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective as of that date to provide reasonable assurance that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its President and Chief Executive Officer and its Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a‑15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1 – Legal Proceedings

There are no material pending legal proceedings, other than ordinary routine litigation incidental to the business of the Company or its subsidiaries, to which we or any of our subsidiaries is a party or to which our property is the subject. The Company does not know of any proceeding contemplated by a governmental authority against the Company or any of its subsidiaries.

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Item 1A – Risk Factors

~~There have been no material changes from~~In addition to the risk factors ~~previously disclosed~~set forth under Part I, Item 1A “Risk Factors” in the ~~“Risk Factors” section included~~Company’s Form 10-K for the fiscal year ended December 31, 2019, the following risk factors apply to the Company:

The outbreak of Coronavirus Disease 2019, or COVID-19, or an outbreak of other highly infectious or contagious diseases, could adversely impact certain industries in which the Company’s customers operate and impair their ability to fulfill their obligations to the Company. Further, the spread of the outbreak could lead to an economic recession or other severe disruptions in the U.S. economy and may disrupt banking and other financial activity in the areas in which the Company operates and could potentially create widespread business continuity issues for the Company.

The spread of COVID-19 has caused severe disruptions in the U.S. economy at large, and for small businesses in particular, which has disrupted the Company’s operations. We are starting to see the impact from COVID-19 on our business, and we believe that it will be significant, adverse and potentially material. Currently, COVID-19 is spreading through the United States and the world. The responses on the part of the U.S. and global governments and populations have created a risk of a recession, reduced economic activity and caused a significant correction in the global stock markets. We expect that we will experience significant disruption across our business due to these effects, leading to decreased earnings and significant slowdowns in our ~~prospectus filed~~loan collections or loan defaults. We expect retirement and benefit services and wealth management asset based revenue will be adversely affected by reduced assets under administration and assets under management and we also expect increased unemployment and recessionary concerns will adversely affect mortgage originations and mortgage banking revenue in future periods.

COVID-19 may impact the financial ability of businesses and consumers to borrow money, which would negatively impact loan volumes. In addition, certain of our borrowers are in or have exposure to the retail, restaurant, and hospitality industries and/or are located in areas that are quarantined or under stay-at-home orders, and COVID-19 may also have an adverse effect on our commercial real estate and consumer loan portfolios. A prolonged quarantine or stay-at-home order would have a negative adverse impact on these borrowers and their revenue streams, which consequently impacts their ability to meet their financial obligations and could result in loan defaults.

The outbreak of COVID-19 has resulted in a decrease in our customers’ businesses, a decrease in consumer confidence and business generally, an increase in unemployment and a disruption in the services provided by the Company’s vendors. Disruptions to our customers could result in increased risk of delinquencies, defaults, foreclosures and losses on our loans, declines in assets under management and wealth management revenues, negatively impact regional economic conditions, result in declines in local loan demand, liquidity of loan guarantors, loan collateral (particularly in real estate), loan originations and deposit availability and negatively impact the implementation of our growth strategy.

The Company relies upon its third-party vendors to conduct business and to process, record, and monitor transactions. If any of these vendors are unable to continue to provide the Company with these services, it could negatively impact the Company’s ability to serve its customers. Furthermore, the outbreak could negatively impact the ability of the Company’s employees and customers to engage in banking and other financial transactions in the geographic areas in which the Company operates and could create widespread business continuity issues for the Company. The Company also could be adversely affected if key personnel or a significant number of employees were to become unavailable due to the effects and restrictions of a COVID-19 outbreak in our market areas. Although the Company has business continuity plans and other safeguards in place, there is no assurance that such plans and safeguards will be effective.

We believe that the economic impact from COVID-19 will be severe and could have a material and adverse impact on our business and that it could result in significant losses in our loan portfolio, all of which would adversely and materially impact our earnings and capital.

As a participating lender in the U.S. Small Business Administration, or SBA, Paycheck Protection Program, or PPP, the Company and the Bank are subject to additional risks of litigation from the Bank’s customers or other parties

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regarding the Bank’s processing of loans for the PPP and risks that the SBA may not fund some of or all PPP loan guarantees.

On March 27, 2020, President Trump signed the Coronavirus Aid, Relieve, and Economic Security Act, or CARES Act, which included a $349 billion loan program administered through the SBA referred to as the PPP. Under the PPP, small businesses and other entities and individuals can apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. The Bank is participating as a lender in the PPP. The PPP opened on April 3, 2020; however, because of the short timeframe between the passing of the CARES Act and the opening of the PPP, there is some ambiguity in the laws, rules, and guidance regarding the operation of the PPP, which exposes the Company and the Bank to risks relating to noncompliance with the ~~SEC~~PPP. On or about April 16, 2020, the SBA notified lenders that the $349 billion earmarked for the PPP was exhausted. On April 24, 2020, an additional $310 billion in funding for PPP loans was authorized, with such funds available for PPP loans beginning on ~~September 13, 2019, pursuant~~April 27, 2020.

Since the opening of the PPP, several other larger banks have been subject to ~~Rule 424(b)(4)~~litigation regarding the process and procedures that such banks used in processing applications for the PPP. If any such litigation is filed against the Company or the Bank and is not resolved in a manner favorable to the Company or the Bank, it may result in significant financial liability or adversely affect the Company’s reputation. In addition, litigation can be costly, regardless of outcome. Any financial liability, litigations costs, or reputational damage caused by the PPP related litigation could have a material adverse impact on our business, financial condition, and results of operations.

The Bank also has credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which the loan was originated, funded, or serviced by the Bank, such as an issue with the eligibility of a borrower to receive a PPP loan, which may or may not be related to the ambiguity in the laws, rules, and guidance regarding the operation of the PPP. In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there is a deficiency in the manner in which the PPP loan was originated, funded, or serviced by the Company, the SBA may deny its liability under the ~~Securities Act~~guaranty, reduce the amount of ~~1933, as amended.~~

the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from the Company.

Item 2 ~~- Recent~~– Unregistered Sales of ~~Unregistered~~Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Use of Proceeds from Registered Securities

On September 17, 2019, the Company sold 2,860,000 shares of common stock in its initial public offering. On September 25, 2019, the Company sold 429,000 additional shares of common stock pursuant to the exercise in full by

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the underwriters of their option to purchase additional shares to cover over-allotments. The aggregate offering price for the shares sold by the Company was $69.1 million, and after deducting $6.3 million of underwriting discounts, commissions and offering expenses paid to third parties, the Company received total net proceeds of $62.8 million. All of the shares were sold pursuant to the Company’s Registration Statement on Form S-1, as amended (File No. 333-233339), which was declared effective by the SEC on September 12, 2019, and registered shares of the Company’s common stock with a maximum aggregate offering price of $89.7 million. Raymond James & Associates, Inc. and D.A. Davidson & Co. served as joint book-running managers in the offering, and Piper Jaffray & Co. served as co-manager.2019. The Company’s common stock is currently traded on the Nasdaq Capital Market under the symbol “ALRS”.

There has been no material change in the planned use of proceeds from the initial public offering as described in the Company’s prospectus filed with the SEC on September 13, 2019, pursuant to Rule 424(b)(4) under the Securities Act of 1933. From the effective date of the registration statement through ~~September 30, 2019,~~March 31, 2020, the Company has maintained the net proceeds of the initial public offering on deposit with the Bank. The Bank has used the deposits of the Company to pay down short-term borrowings.

Item 3 – Defaults Upon Senior Securities

None.

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Item 4 – Mine Safety Disclosures

Not Applicable.

Item 5 – Other Information

None.

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Item 6 – Exhibits


Exhibit No.		Description
10.1		Form of Performance-Based Restricted Stock Unit Award Agreement under the Alerus Financial Corporation 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 on Form 8-K filed on February 25, 2020).

10.2		Executive Severance Agreement by and between Alerus Financial Corporation and Ryan Goldberg, dated March 4, 2020 (incorporated by reference to Exhibit 10.1 on Form 8-K filed on March 10, 2020).

31.1		Chief Executive Officer’s Certifications required by Rule 13(a)‑14(a) – filed herewith.

31.2		Chief Financial Officer’s Certifications required by Rule 13(a)‑14(a) – filed herewith.

32.1		Chief Executive Officer Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – filed herewith.

32.2		Chief Financial Officer Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – filed herewith.

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase

101.DEF*		XBRL Taxonomy Extension Definition Linkbase

101.LAB*		XBRL Taxonomy Extension Label Linkbase

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

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SIGNATURES

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


	ALERUS FINANCIAL CORPORATION

Date: ~~November 7, 2019~~May 13, 2020	By:	/s/ Randy L. Newman
		Name: Randy L. Newman
		Title: Chairman, Chief Executive Officer and President

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	Three months ended September 30,
	2019				2018
	Average				Average
	Recorded		Interest		Recorded		Interest
(dollars in thousands)	Investment		Income		Investment		Income
Impaired loans with a valuation allowance
Commercial and industrial	$	1,964	$	4	$	1,961	$	9
Commercial real estate		1,623		2		1,767		2
Residential real estate first mortgage		—		—		—		—
Residential real estate junior lien		619		1		63		1
Other revolving and installment		5		—		39		—
Total impaired loans with a valuation allowance		4,211		7		3,830		12
Impaired loans without a valuation allowance
Commercial and industrial		1,206		7		1,073		—
Commercial real estate		—		—		842		—
Residential real estate first mortgage		183		—		525		—
Residential real estate junior lien		297		—		394		—
Other revolving and installment		2		—		3		—
Total impaired loans without a valuation allowance		1,688		7		2,837		—
Total impaired loans
Commercial and industrial		3,170		11		3,034		9
Commercial real estate		1,623		2		2,609		2
Residential real estate first mortgage		183		—		525		—
Residential real estate junior lien		916		1		457		1
Other revolving and installment		7		—		42		—
Total impaired loans	$	5,899	$	14	$	6,667	$	12