Alerus Financial 10Q 2024 Q2 Quarterly report

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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 June 30, 2024

☐ 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 ☐

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 August 5, 2024 was 19,777,796.

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Alerus Financial Corporation and Subsidiaries

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PART 1. FINANCIAL INFORMATION

Item 1 - Consolidated Financial Statements

Alerus Financial Corporation and Subsidiaries

Consolidated Balance Sheets


	June 30,		December 31,
(dollars in thousands, except share and per share data)	2024		2023
Assets	(Unaudited)
Cash and cash equivalents	$	438,141	$	129,893
Investment securities
Trading		2,868		—
Available-for-sale, at fair value (amortized cost of $561,960 and $584,754, respectively)		459,345		486,736
Held-to-maturity, at amortized cost (fair value of $243,689 and $258,617, respectively, with an allowance for credit losses on investments of $151 and $213, respectively)		286,532		299,515
Loans held for sale		38,158		11,497
Loans		2,915,792		2,759,583
Allowance for credit losses on loans		(38,332)		(35,843)
Net loans		2,877,460		2,723,740
Land, premises and equipment, net		17,328		17,940
Operating lease right-of-use assets		4,871		5,436
Accrued interest receivable		16,877		15,700
Bank-owned life insurance		35,508		33,236
Goodwill		46,783		46,783
Other intangible assets, net		14,510		17,158
Servicing rights		1,963		2,052
Deferred income taxes, net		35,732		34,595
Other assets		82,547		83,432
Total assets	$	4,358,623	$	3,907,713
Liabilities and Stockholders’ Equity
Liabilities
Deposits
Noninterest-bearing	$	701,428	$	728,082
Interest-bearing		2,597,147		2,367,529
Total deposits		3,298,575		3,095,611
Short-term borrowings		555,000		314,170
Long-term debt		59,013		58,956
Operating lease liabilities		5,197		5,751
Accrued expenses and other liabilities		67,612		64,098
Total liabilities		3,985,397		3,538,586
Commitments and contingencies (Note 13)
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: 19,777,796 and 19,734,077 issued and outstanding		19,778		19,734
Additional paid-in capital		150,857		150,343
Retained earnings		277,620		272,705
Accumulated other comprehensive income (loss)		(75,029)		(73,655)
Total stockholders’ equity		373,226		369,127
Total liabilities and stockholders’ equity	$	4,358,623	$	3,907,713

See accompanying notes to consolidated financial statements (unaudited)

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Alerus Financial Corporation and Subsidiaries

Consolidated Statements of Income (Unaudited)


	Three months ended				Six months ended
	June 30,				June 30,
(dollars and shares in thousands, except per share data)	2024		2023		2024		2023
Interest Income
Loans, including fees	$	41,663	$	33,267	$	80,958	$	64,200
Investment securities
Taxable		4,845		6,125		9,413		12,076
Exempt from federal income taxes		170		186		343		376
Other		6,344		762		11,346		1,497
Total interest income		53,022		40,340		102,060		78,149
Interest Expense
Deposits		21,284		12,678		41,436		21,782
Short-term borrowings		7,053		4,763		13,042		9,156
Long-term debt		684		665		1,362		1,319
Total interest expense		29,021		18,106		55,840		32,257
Net interest income		24,001		22,234		46,220		45,892
Provision for credit losses		4,489		—		4,489		550
Net interest income after provision for credit losses		19,512		22,234		41,731		45,342
Noninterest Income
Retirement and benefit services		16,078		15,890		31,733		31,372
Wealth management		6,360		5,449		12,477		10,644
Mortgage banking		2,554		2,905		4,224		4,622
Service charges on deposit accounts		456		311		845		612
Other		1,923		1,223		3,415		3,781
Total noninterest income		27,371		25,778		52,694		51,031
Noninterest Expense
Compensation		20,265		18,847		39,597		38,005
Employee taxes and benefits		5,134		4,724		11,322		10,577
Occupancy and equipment expense		1,815		1,837		3,722		3,736
Business services, software and technology expense		4,599		5,269		9,944		10,593
Intangible amortization expense		1,324		1,324		2,648		2,648
Professional fees and assessments		2,373		1,530		4,366		2,682
Marketing and business development		651		665		1,436		1,389
Supplies and postage		370		406		898		866
Travel		332		306		624		554
Mortgage and lending expenses		467		215		908		712
Other		1,422		1,250		2,306		2,480
Total noninterest expense		38,752		36,373		77,771		74,242
Income before income taxes		8,131		11,639		16,654		22,131
Income tax expense		1,923		2,535		4,014		4,841
Net income	$	6,208	$	9,104	$	12,640	$	17,290
Per Common Share Data
Basic earnings per common share	$	0.31	$	0.45	$	0.64	$	0.86

Diluted earnings per common share	$	0.31	$	0.45	$	0.63	$	0.85
Dividends declared per common share	$	0.20	$	0.19	$	0.39	$	0.37
Average common shares outstanding		19,777		20,033		19,758		20,030
Diluted average common shares outstanding		20,050		20,241		20,018		20,243

See accompanying notes to consolidated financial statements (unaudited)

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Alerus Financial Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Unaudited)


	Three months ended				Six months ended
	June 30,				June 30,
(dollars in thousands)	2024		2023		2024		2023
Net Income	$	6,208	$	9,104	$	12,640	$	17,290
Other Comprehensive Income (Loss), Net of Tax
Net change in unrealized gains (losses) on debt securities		(1,221)		(9,720)		(4,739)		(4,879)
Net change in unrealized gain (losses) on cash flow hedging derivatives		25		—		709		—
Net change in unrealized gain (losses) on other derivatives		164		3,794		2,195		2,069
Total other comprehensive income (loss), before tax		(1,032)		(5,926)		(1,835)		(2,810)
Income tax expense (benefit) related to items of other comprehensive income (loss)		(259)		(1,491)		(461)		(709)
Other comprehensive income (loss), net of tax		(773)		(4,435)		(1,374)		(2,101)
Total comprehensive income (loss)	$	5,435	$	4,669	$	11,266	$	15,189

See accompanying notes to consolidated financial statements (unaudited)

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Alerus Financial Corporation and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)


	Three months ended
							Accumulated
			Additional				Other
	Common		Paid-in		Retained		Comprehensive
(dollars and shares in thousands)	Stock		Capital		Earnings		Income (Loss)		Total
Balance as of March 31, 2023		20,067	$	154,818	$	280,540	$	(96,307)	$	359,118
Net income		—		—		9,104		—		9,104
Other comprehensive income (loss)		—		—		—		(4,435)		(4,435)
Common stock repurchased		(170)		(2,783)		—		—		(2,953)
Common stock dividends		—		—		(3,805)		—		(3,805)
Share‑based compensation expense		18		638		—		—		656
Vesting of restricted stock		—		—		—		—		—
Balance as of June 30, 2023		19,915	$	152,673	$	285,839	$	(100,742)	$	357,685

Balance as of March 31, 2024		19,777	$	150,741	$	275,374	$	(74,256)	$	371,636
Net income		—		—		6,208		—		6,208
Other comprehensive income (loss)		—		—		—		(773)		(773)
Common stock repurchased		—		(4)		—		—		(4)
Common stock dividends		—		—		(3,962)		—		(3,962)
Share‑based compensation expense		—		121		—		—		121
Vesting of restricted stock		1		(1)		—		—		—
Balance as of June 30, 2024		19,778	$	150,857	$	277,620	$	(75,029)	$	373,226


	Six months ended
							Accumulated
			Additional				Other
	Common		Paid-in		Retained		Comprehensive
(dollars and shares in thousands)	Stock		Capital		Earnings		Income (Loss)		Total
Balance as of December 31, 2022		19,992	$	155,095	$	280,426	$	(98,641)	$	356,872
Cumulative effect of change in accounting principles, net of tax		—		—		(4,452)		—		(4,452)
Balance as of January 1, 2023		19,992		155,095		275,974		(98,641)		352,420
Net income		—		—		17,290		—		17,290
Other comprehensive income (loss)		—		—		—		(2,101)		(2,101)
Common stock repurchased		(187)		(3,127)		—		—		(3,314)
Common stock dividends		—		—		(7,425)		—		(7,425)
Share‑based compensation expense		18		797		—		—		815
Vesting of restricted stock		92		(92)		—		—		—
Balance as of June 30, 2023		19,915	$	152,673	$	285,839	$	(100,742)	$	357,685

Balance as of December 31, 2023		19,734	$	150,343	$	272,705	$	(73,655)	$	369,127
Net income		—		—		12,640		—		12,640
Other comprehensive income (loss)		—		—		—		(1,374)		(1,374)
Common stock repurchased		(7)		(149)		—		—		(156)
Common stock dividends		—		—		(7,725)		—		(7,725)
Share‑based compensation expense		—		714		—		—		714
Vesting of restricted stock		51		(51)		—		—		—
Balance as of June 30, 2024		19,778	$	150,857	$	277,620	$	(75,029)	$	373,226

See accompanying notes to consolidated financial statements (unaudited)

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Alerus Financial Corporation and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)


	Six months ended
	June 30,
(dollars in thousands)	2024		2023
Operating Activities
Net income	$	12,640	$	17,290
Adjustments to reconcile net income to net cash provided (used) by operating activities
Deferred income taxes		(676)		857
Provision for credit losses		4,489		550
Depreciation and amortization		4,271		4,239
Amortization and accretion of premiums/discounts on investment securities		853		1,092
Amortization of operating lease right-of-use assets		11		1,571
Share‑based compensation expense		714		815
Originations on loans held for sale		(154,739)		(146,664)
Proceeds on loans held for sale		131,532		138,818
(Increase) in value of bank-owned life insurance		(337)		(434)
Realized loss (gain) on derivative instruments		(913)		1,344
Realized loss (gain) on loans sold		(3,497)		(3,531)
Realized loss (gain) on sale of foreclosed assets		1		5
Realized loss (gain) on BOLI mortality		—		(1,196)
Realized loss (gain) on servicing rights		(134)		(25)
Net change in:
Accrued interest receivable		(1,177)		(718)
Other assets		(1,335)		1,758
Accrued expenses and other liabilities		8,799		(3,771)
Net cash provided (used) by operating activities		502		12,000
Investing Activities
Proceeds from sales of trading investment securities		7,443		—
Purchases of trading investment securities		(10,211)		—
Proceeds from maturities of investment securities available-for-sale		22,384		34,549
Proceeds from calls of investment securities held-to-maturity		251		126
Proceeds from maturities and paydowns of investment securities held-to-maturity		12,209		12,492
Net (increase) decrease in loans		(158,937)		(89,295)
Net (increase) decrease in FHLB stock		4,952		(5,020)
Purchases of BOLI		(1,935)		—
Proceeds from BOLI mortality claim		—		2,828
Purchases of premises and equipment		(4,566)		(1,088)
Proceeds from sales of foreclosed assets		36		25
Net cash provided (used) by investing activities		(128,374)		(45,383)
Financing Activities
Net increase (decrease) in deposits		202,964		(62,629)
Net increase (decrease) in short-term borrowings		240,830		113,980
Repayments of long-term debt		1		—
Cash dividends paid on common stock		(7,519)		(7,425)
Repurchase of common stock		(156)		(3,314)
Net cash provided (used) by financing activities		436,120		40,612
Net change in cash and cash equivalents		308,248		7,229
Cash and cash equivalents at beginning of period		129,893		58,242
Cash and cash equivalents at end of period	$	438,141	$	65,471

See accompanying notes to consolidated financial statements (unaudited)

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	Six months ended
	June 30,
	2024		2023
Supplemental Cash Flow Disclosures
Interest paid	$	47,719	$	31,723
Income taxes paid		174		3,720
Cash dividends declared, not paid		3,962		3,804
Supplemental Disclosures of Noncash Investing and Financing Activities
Loan collateral transferred to foreclosed assets		(5)		—
Right-of-use assets obtained in exchange for new operating lease liabilities, net		318		2,286
Change in fair value hedges presented within residential real estate loans and other assets		143		—

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 Basis of Presentation

The accompanying unaudited consolidated interim financial statements and notes thereto of the Company have been prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures required by accounting principles generally accepted in the United States of America, or GAAP, for complete presentation of financial statements. In the opinion of management, the consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the consolidated balance sheets of Alerus Financial Corporation, or the Company, as of June 30, 2024 and December 31, 2023, the consolidated statements of income for the three and six months ended June 30, 2024 and 2023, consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2024 and 2023, the consolidated statements of changes in stockholders’ equity for the three and six months ended June 30, 2024 and 2023, and the consolidated statements of cash flows for the six months ended June 30, 2024 and 2023.

The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company’s principal operating subsidiary is Alerus Financial, National Association, or the Bank. 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. 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, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2024.

Emerging Growth Company

The Company qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, 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 of 2002, or 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 stockholder 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 U.S. Securities and Exchange Commission, or SEC, on September 12, 2019; (2) the last day of the fiscal year in which the Company has $1.235 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, 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 the exemptions available to emerging growth companies. 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. The last year the Company qualifies as an emerging growth company is 2024.

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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 Financial Accounting Standards Board, or FASB, Accounting Standards Updates, or ASUs, are divided into pronouncements which have been adopted by the Company since January 1, 2024, and those which are not yet effective and have been evaluated or are currently being evaluated by management as of June 30, 2024.

Adopted Pronouncements

There have been no new ASUs adopted by the Company since January 1, 2024.

Pronouncements Not Yet Effective

In November 2023, the FASB issued guidance within ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures related to significant segment expenses. The amendments do not change how an entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments, and all existing segment disclosure requirements in ASC 280 and other Codification topics remain unchanged. The amendments in this update are incremental and require public entities that report segment information to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss as well as other segment items. Annual disclosure of the title and position of the chief operating decision maker and how the reported measures of segment profit or loss are used to assess performance and allocation of resources is also required.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and are applied on a retrospective basis. The Company is currently evaluating the impact these amendments will have on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU related to the rate reconciliation and income taxes paid disclosures, to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction disclosures. The amendments allow investors to better assess, in their capital allocation decisions, how an entity’s worldwide operations and related tax risks and tax planning and operational opportunities affect its income tax rate and prospects for future cash flows. The other amendments in this ASU improve the effectiveness and comparability of disclosures by adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (“SEC”) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and removing disclosures that no longer are considered cost beneficial or relevant. For public business entities, the amendments in this ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this ASU should be applied on a prospective basis. Retrospective application is also permitted.

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NOTE 3 Business Combinations

On May 15, 2024, the Company and HMN Financial, Inc. (“HMNF”), the holding company for Home Federal Savings Bank, jointly announced the signing of a merger agreement pursuant to which the Company will acquire HMNF. Under the terms of the merger agreement, HMNF will merge with and into the Company and Home Federal Savings Bank will merge with and into the Company’s wholly-owned subsidiary, Alerus Financial, National Association, in a transaction valued at approximately $123.7 million. The acquisition will further enhance the Company’s footprint in southern Minnesota.

Under the terms of the merger agreement, stockholders of HMNF will receive 1.25 shares of the Company’s common stock for each share of HMNF common stock, which exchange ratio is subject to potential downward adjustment if certain financial metrics are not met at closing, and the merger is expected to qualify as a tax-free reorganization for HMNF’s stockholders. Based on the closing price of the Company’s common stock on May 14, 2024, the trading day immediately preceding the public announcement of the merger, of $20.69, the implied merger consideration that an HMNF stockholder would be entitled to receive for each share of HMNF common stock owned would be $25.86 with an aggregate transaction value of approximately $123.7 million. Upon closing of the transaction, stockholders of HMNF are expected to hold approximately 22.0% of the Company’s outstanding common stock.

The transaction has been unanimously approved by the Boards of Directors of both companies. Completion of the merger is subject to customary closing conditions, including receipt of required regulatory approvals and approval by the stockholders of both the Company and HMNF. Both the Company and HMNF will host special meetings of their respective stockholders on September 12, 2024, in order to seek approval of the transaction. The transaction is expected to close in the fourth quarter of 2024.

During both the three and six months ended June 30, 2024, the Company incurred $0.6 million in pre-tax acquisition expenses related to the planned acquisition of HMNF, comprised of legal and professional fees included in professional fees and assessments expense in the consolidated statements of income.

NOTE 4 Investment Securities

Trading securities are reported on the Company’s consolidated balance sheet at fair value. As of June 30, 2024, the fair value of the Company’s trading securities was $2.9 million. There were no trading securities as of December 31, 2023. Changes in fair value of trading securities are recorded in other noninterest income on the Company’s consolidated statements of income. These securities are held in a rabbi trust account and invested in mutual funds. The trading securities will be used for future payments associated with the Company’s deferred compensation plan for eligible employees, executives, and directors.

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The following tables present amortized cost, gross unrealized gains and losses, allowance for credit losses, or ACL, and fair value of the available-for-sale, or AFS, investment securities and the amortized cost, gross unrealized gains and losses and fair value of held-to-maturity, or HTM, securities as of June 30, 2024 and December 31, 2023:


	June 30, 2024
	Amortized		Unrealized		Unrealized		Allowance for		Fair
(dollars in thousands)	Cost		Gains		Losses		Credit Losses		Value
Available-for-sale
U.S. Treasury and agencies	$	765	$	3	$	(2)	$	—	$	766
Mortgage backed securities
Residential agency		501,718		—		(93,930)		—		407,788
Commercial		1,465		—		(112)		—		1,353
Asset backed securities		22		—		(1)		—		21
Corporate bonds		57,990		—		(8,573)		—		49,417
Total available-for-sale investment securities		561,960		3		(102,618)		—		459,345
Held-to-maturity
Obligations of state and political agencies		123,273		—		(13,320)		94		109,953
Mortgage backed securities
Residential agency		163,410		—		(29,674)		57		133,736
Total held-to-maturity investment securities		286,683		—		(42,994)		151		243,689
Total investment securities	$	848,643	$	3	$	(145,612)	$	151	$	703,034


	December 31, 2023
	Amortized		Unrealized		Unrealized		Allowance for		Fair
(dollars in thousands)	Cost		Gains		Losses		Credit Losses		Value
Available-for-sale
U.S. Treasury and agencies	$	1,119	$	4	$	(3)		—	$	1,120
Mortgage backed securities
Residential agency		524,140		1		(88,547)		—		435,594
Commercial		1,476		—		(123)		—		1,353
Asset backed securities		26		—		(1)		—		25
Corporate bonds		57,993		—		(9,349)		—		48,644
Total available-for-sale investment securities		584,754		5		(98,023)		—		486,736
Held-to-maturity
Obligations of state and political agencies		129,603		—		(12,613)		114		116,990
Mortgage backed securities
Residential agency		170,125		—		(28,498)		99		141,627
Total held-to-maturity investment securities		299,728		—		(41,111)		213		258,617
Total investment securities	$	884,482	$	5	$	(139,134)	$	213	$	745,353

The adequacy of the ACL on investment securities is assessed at the end of each quarter. The Company does not believe that the AFS debt securities that were in an unrealized loss position as of June 30, 2024 represented a credit loss impairment. As of both June 30, 2024 and December 31, 2023, the gross unrealized loss positions were primarily related to mortgage-backed securities issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities carry the explicit and/or implicit guarantee of the U.S. government, are widely recognized as “risk free,” and have a long history of zero credit loss. Additionally, there were corporate bonds in gross unrealized loss positions as of both June 30, 2024 and December 31, 2023; however, all such bonds had an investment grade rating as of both June 30, 2024 and December 31, 2023. Total gross unrealized losses were attributable to changes in interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities. The Company does not intend to sell the investment securities that were in an unrealized loss position and it is not more likely than not that the Company will be required to sell the investment securities before recovery of their amortized cost basis, which may be at maturity.

The ACL on HTM debt securities is estimated using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Using a probability of default and loss on given default analysis, the ACL on HTM debt securities was $151 thousand and $213 thousand as of June 30, 2024 and December 31, 2023, respectively.

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Accrued interest receivable on AFS investment securities and HTM investment securities is recorded in accrued interest receivable and is excluded from the estimate of credit losses. As of June 30, 2024, the accrued interest receivable on AFS investment securities and HTM investment securities totaled $1.4 million and $1.3 million, respectively. As of December 31, 2023, the accrued interest receivable on AFS investment securities and HTM investment securities totaled $1.5 million and $1.4 million, respectively.

The Company had no sales or calls of AFS investment securities for the three and six months ended June 30, 2024 and 2023.

The Company had no sales of HTM investment securities for the three and six months ended June 30, 2024 and 2023.

The following tables present investment securities with gross unrealized losses, for which an ACL has not been recorded at June 30, 2024 and December 31, 2023, aggregated by investment category and length of time that individual investment securities have been in a continuous loss position:


		June 30, 2024
		Less than 12 Months				Over 12 Months				Total
	Number of	Unrealized		Fair		Unrealized		Fair		Unrealized		Fair
(dollars in thousands)	Holdings	Losses		Value		Losses		Value		Losses		Value
Available-for-sale
U.S. Treasury and agencies	1	$	(2)	$	390	$	—	$	—	$	(2)	$	390
Mortgage backed securities
Residential agency	111		—		60		(93,930)		407,712		(93,930)		407,772
Commercial	1		—		—		(112)		1,353		(112)		1,353
Asset backed securities	3		—		—		(1)		21		(1)		21
Corporate bonds	12		—		—		(8,573)		49,417		(8,573)		49,417
Total available-for-sale investment securities	128	$	(2)	$	450	$	(102,616)	$	458,503	$	(102,618)	$	458,953


		December 31, 2023
		Less than 12 Months				Over 12 Months				Total
	Number of	Unrealized		Fair		Unrealized		Fair		Unrealized		Fair
(dollars in thousands)	Holdings	Losses		Value		Losses		Value		Losses		Value
Available-for-sale
U.S. Treasury and agencies	1	$	(3)	$	489	$	—	$	—	$	(3)	$	489
Mortgage backed securities
Residential agency	112		—		43		(88,547)		435,505		(88,547)		435,548
Commercial	1		—		—		(123)		1,353		(123)		1,353
Asset backed securities	3		—		—		(1)		25		(1)		25
Corporate bonds	12		—		—		(9,349)		48,644		(9,349)		48,644
Total available-for-sale investment securities	129	$	(3)	$	532	$	(98,020)	$	485,527	$	(98,023)	$	486,059

The Company determined that the expected credit loss on its HTM portfolio was $151 thousand and $213 thousand as of June 30, 2024, and December 31, 2023, respectively. The change in the ACL on HTM debt securities was due to a change in the provision for credit losses, with no charge-offs or recoveries for the three and six months ended June 30, 2024.

As of June 30, 2024 and December 31, 2023, none of the Company’s HTM debt securities were past due or on nonaccrual status. The Company did not recognize any interest income on nonaccrual HTM debt securities during the three months ended June 30, 2024 and 2023.

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The following table presents the carrying value and fair value of HTM investment securities and the amortized cost and fair value of AFS investment securities as of June 30, 2024, by contractual maturity:


	Held-to-maturity				Available-for-sale
	Carrying		Fair		Amortized		Fair
(dollars in thousands)	Value		Value		Cost		Value
Due within one year or less	$	7,992	$	7,823	$	—	$	—
Due after one year through five years		51,078		46,779		1,868		1,754
Due after five years through ten years		52,362		45,159		57,995		49,421
Due after 10 years		11,841		10,192		379		382
		123,273		109,953		60,242		51,557
Mortgage-backed securities
Residential agency		163,410		133,736		501,718		407,788
Total investment securities	$	286,683	$	243,689	$	561,960	$	459,345

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 a total carrying value of $525.8 million and $250.0 million were pledged as of June 30, 2024 and December 31, 2023, respectively, to secure public deposits and for other purposes required or permitted by law.

As of June 30, 2024 and December 31, 2023, the carrying value of the Company’s Federal Reserve stock and Federal Home Loan Bank of Des Moines, or FHLB, stock was as follows:


	June 30,		December 31,
(dollars in thousands)	2024		2023
Federal Reserve	$	4,623	$	4,623
FHLB		11,614		16,566

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 June 30, 2024, the conversion ratio was 1.5875. Based on the existing transfer restriction and the uncertainty of the outcome of the Visa litigation mentioned above, the 6,924 Class B shares (10,992 Class A equivalents) that the Company owned as of June 30, 2024 and December 31, 2023, were carried at a zero cost basis.

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NOTE 5 Loans and Allowance for Credit Losses

The following table presents total loans outstanding, by portfolio segment, as of June 30, 2024 and December 31, 2023:


	June 30,		December 31,
(dollars in thousands)	2024		2023
Commercial
Commercial and industrial	$	591,779	$	562,180
Commercial real estate
Construction, land and development		161,751		124,034
Multifamily		242,041		245,103
Non-owner occupied		647,776		569,354
Owner occupied		283,356		271,623
Total commercial real estate		1,334,924		1,210,114
Agricultural
Land		41,410		40,832
Production		40,549		36,141
Total agricultural		81,959		76,973
Total commercial		2,008,662		1,849,267
Consumer
Residential real estate
First lien		686,286		697,900
Construction		22,573		28,979
HELOC		126,211		118,315
Junior lien		36,323		35,819
Total residential real estate		871,393		881,013
Other consumer		35,737		29,303
Total consumer		907,130		910,316
Total loans	$	2,915,792	$	2,759,583

Total loans included net deferred loan fees and costs of $264 thousand and $248 thousand at June 30, 2024 and December 31, 2023, respectively. Unearned discounts associated with the acquisition of Metro Phoenix Bank totaled $3.9 million and $5.1 million as of June 30, 2024 and December 31, 2023, respectively.

Accrued interest receivable on loans is recorded within accrued interest receivable, and totaled $13.5 million at June 30, 2024 and $12.2 million at December 31, 2023.

The Company manages its loan portfolio proactively to effectively identify problem credits and assess trends early, implement effective work-out strategies, and take charge-offs as promptly as practical. In addition, the Company continuously reassesses its underwriting standards in response to credit risk posed by changes in economic conditions. The Company monitors and manages credit risk through the following governance structure:

●

The Credit Risk team, Collection and Special Assets team and the Credit Governance Committee, which is an internal management committee comprised of various executives and senior managers across business lines, including Accounting and Finance, Credit Underwriting, Collections and Special Assets, Risk, and Commercial and Retail Banking, oversee the Company’s systems and procedures to monitor the credit quality of its loan portfolio, conduct a loan review program, and maintain the integrity of the loan rating system.

●

The Loan Committee is responsible for reviewing and approving all credit requests that exceed individual limits that have not been countersigned by an individual with sufficient assigned authority. This committee has full authority to commit the Bank to any request that fits within its assigned approval authority.

●

The adequacy of the ACL is overseen by the ACL Governance Committee, which is an internal management committee comprised of various Company executives and senior managers across business lines, including

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Accounting and Finance, Credit Underwriting, Collections and Special Assets, Risk, and Commercial and Retail Banking. The ACL Governance Committee supports the oversight efforts of the Board of Directors.

●

The Board of Directors has approval authority and responsibility for all matters regarding loan policy, reviews all loans approved or declined by the Loan Committee, approves lending authority and monitors asset quality and concentration levels.

●

The ACL Governance Committee and Bank Board of Directors has approval authority and oversight responsibility for the ACL adequacy and methodology.

Loans with a carrying value of $2.1 billion as of June 30, 2024 and December 31, 2023, were pledged to secure public deposits, and for other purposes required or permitted by law.

ACL on Loans

The following tables present, by loan portfolio segment, a summary of the changes in the ACL on loans for the three and six months ended June 30, 2024 and 2023:


	Three months ended June 30, 2024
	Beginning		Provision for		Loan		Loan		Ending
(dollars in thousands)	Balance		Credit Losses⁽¹⁾		Charge-offs		Recoveries		Balance
Commercial
Commercial and industrial	$	9,508	$	(663)	$	(2,730)	$	119	$	6,234
Commercial real estate
Construction, land and development		5,922		4,898		—		—		10,820
Multifamily		2,148		282		—		—		2,430
Non-owner occupied		8,104		668		—		—		8,772
Owner occupied		2,461		(190)		—		9		2,280
Total commercial real estate		18,635		5,658		—		9		24,302
Agricultural
Land		248		11		—		—		259
Production		219		(34)		—		—		185
Total agricultural		467		(23)		—		—		444
Total commercial		28,610		4,972		(2,730)		128		30,980
Consumer
Residential real estate
First lien		6,152		(786)		—		—		5,366
Construction		489		(31)		—		—		458
HELOC		864		22		—		—		886
Junior lien		284		(41)		(3)		74		314
Total residential real estate		7,789		(836)		(3)		74		7,024
Other consumer		185		134		(1)		10		328
Total consumer		7,974		(702)		(4)		84		7,352
Total	$	36,584	$	4,270	$	(2,734)	$	212	$	38,332

(1)	The difference in the credit loss expense reported herein compared to the consolidated statements of income is associated with the credit loss expense of $275 thousand related to off-balance sheet credit exposure and $(56) thousand related to HTM investment securities.

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	Six months ended June 30, 2024
	Beginning		Provision for		Loan		Loan		Ending
(dollars in thousands)	Balance		Credit Losses⁽¹⁾		Charge-offs		Recoveries		Balance
Commercial
Commercial and industrial	$	9,705	$	(819)	$	(2,894)	$	242	$	6,234
Commercial real estate
Construction, land and development		6,135		4,685		—		—		10,820
Multifamily		1,776		654		—		—		2,430
Non-owner occupied		7,726		1,046		—		—		8,772
Owner occupied		2,449		(160)		(29)		20		2,280
Total commercial real estate		18,086		6,225		(29)		20		24,302
Agricultural
Land		96		163		—		—		259
Production		84		101		—		—		185
Total agricultural		180		264		—		—		444
Total commercial		27,971		5,670		(2,923)		262		30,980
Consumer
Residential real estate
First lien		6,087		(721)		—		—		5,366
Construction		485		(27)		—		—		458
HELOC		835		51		—		—		886
Junior lien		264		(21)		(3)		74		314
Total residential real estate		7,671		(718)		(3)		74		7,024
Other consumer		201		117		(13)		23		328
Total consumer		7,872		(601)		(16)		97		7,352
Total	$	35,843	$	5,069	$	(2,939)	$	359	$	38,332

(1)	The difference in the credit loss expense reported herein compared to the consolidated statements of income is associated with the credit loss expense of ($518) thousand related to off-balance sheet credit exposure and $(62) thousand related to HTM investment securities.


	Three months ended June 30, 2023
	Beginning		Provision for		Loan		Loan		Ending
(dollars in thousands)	Balance		Credit Losses⁽¹⁾		Charge-offs		Recoveries		Balance
Commercial
Commercial and industrial	$	7,954	$	(137)	$	(85)	$	438	$	8,170
Commercial real estate
Construction, land and development		4,349		(618)		—		—		3,731
Multifamily		1,562		429		—		—		1,991
Non-owner occupied		8,045		510		—		—		8,555
Owner occupied		2,900		(17)		—		11		2,894
Total commercial real estate		16,856		304		—		11		17,171
Agricultural
Land		192		(56)		—		1		137
Production		152		(49)		—		—		103
Total agricultural		344		(105)		—		1		240
Total commercial		25,154		62		(85)		450		25,581
Consumer
Residential real estate
First lien		7,389		182		—		—		7,571
Construction		908		(123)		—		—		785
HELOC		1,038		79		—		—		1,117
Junior lien		290		(5)		—		46		331
Total residential real estate		9,625		133		—		46		9,804
Other consumer		323		(4)		(23)		15		311
Total consumer		9,948		129		(23)		61		10,115
Total	$	35,102	$	191	$	(108)	$	511	$	35,696

(1)	The difference in the credit loss expense reported herein compared to the consolidated statements of income is associated with the credit loss expense of $186 thousand related to off-balance sheet credit exposure and $5 thousand related to HTM investment securities.

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	Six months ended June 30, 2023
	Beginning		Adoption		Provision for		Loan		Loan		Ending
(dollars in thousands)	Balance		of ASC 326		Credit Losses⁽¹⁾		Charge-offs		Recoveries		Balance
Commercial
Commercial and industrial	$	8,690	$	(535)	$	(219)	$	(260)	$	494	$	8,170
Commercial real estate
Construction, land and development		1,458		2,551		(278)		—		—		3,731
Multifamily		1,062		(162)		1,091		—		—		1,991
Non-owner occupied		7,543		1,344		(332)		—		—		8,555
Owner occupied		4,188		(1,324)		8		—		22		2,894
Total commercial real estate		14,251		2,409		489		—		22		17,171
Agricultural
Land		281		(86)		(59)		—		1		137
Production		250		(76)		(71)		—		—		103
Total agricultural		531		(162)		(130)		—		1		240
Total commercial		23,472		1,712		140		(260)		517		25,581
Consumer
Residential real estate
First lien		5,495		1,800		274		—		2		7,571
Construction		345		468		(28)		—		—		785
HELOC		951		59		104		—		3		1,117
Junior lien		352		(85)		92		(77)		49		331
Total residential real estate		7,143		2,242		442		(77)		54		9,804
Other consumer		531		(97)		(122)		(28)		27		311
Total consumer		7,674		2,145		320		(105)		81		10,115
Total	$	31,146	$	3,857	$	460	$	(365)	$	598	$	35,696

(1)	The difference in the credit loss expense reported herein compared to the consolidated statements of income is associated with the credit loss expense of $44 thousand related to off-balance sheet credit exposure and $46 thousand related to HTM investment securities.

The ACL on loans at June 30, 2024 was $38.3 million, an increase of $2.5 million, or 6.9%, from December 31, 2023. The increase was primarily due to a combined ACL increase of $5.7 million in the provision for credit losses on construction, land and development and non-owner occupied commercial real estate (“CRE”) loans. This increase was primarily due to organic loan growth and an increased reserve related to an individually evaluated construction, land and development CRE loan. This was partially offset by a decreased ACL for commercial and industrial loans. This decrease was primarily driven by a $2.6 million charge-off of one loan.

Credit Concentrations

The Company focuses on maintaining a well-balanced and diversified loan portfolio. Despite such efforts, it is recognized that credit concentrations may occasionally emerge as a result of economic conditions, changes in local demand, natural loan growth and runoff. To identify credit concentrations effectively, all commercial and industrial and owner occupied real estate loans are assigned Standard Industrial Classification codes, North American Industry Classification System codes and state and county codes. Property type coding is used for investment real estate. As of June 30, 2024, the Company’s total exposure to the general business industry was 10.0% of total loans. There were no other industry concentrations exceeding 10% of the Company’s total loan portfolio as of June 30, 2024.

Credit Quality Indicators

The Company’s consumer loan portfolio is primarily comprised of secured loans that 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. These loans are rated as either performing or nonperforming.

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The Company assigns a risk rating to all commercial loans, except pools of homogeneous loans, and 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, these potential weaknesses may result in the deterioration of the repayment prospects for the loan or in 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 so classified have a well-defined weakness, or weaknesses that jeopardize the liquidation of the debt. 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.

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The following tables set forth the amortized cost basis of loans by credit quality indicator and vintage based on the most recent analysis performed, as of June 30, 2024 and December 31, 2023:


													Revolving
(dollars in thousands)	Term Loans Amortized Cost Basis by Origination Year												Loans Amortized
As of June 30, 2024	2024		2023		2022		2021		2020		Prior		Cost Basis		Total
Commercial and industrial
Pass	$	80,726	$	163,047	$	75,992	$	51,180	$	49,204	$	42,627	$	109,070	$	571,846
Special mention		—		534		—		7,634		—		10		3		8,181
Substandard		—		685		—		2,469		3,084		2,158		3,356		11,752
Doubtful		—		—		—		—		—		—		—		—
Subtotal	$	80,726	$	164,266	$	75,992	$	61,283	$	52,288	$	44,795	$	112,429	$	591,779
Gross charge-offs for the period ended	$	—	$	85	$	—	$	—	$	2,566	$	243	$	—	$	2,894
CRE − Construction, land and development
Pass	$	23,657	$	40,253	$	63,103	$	5,113	$	17	$	915	$	7,218	$	140,276
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		21,475		—		—		—		—		21,475
Doubtful		—		—		—		—		—		—		—		—
Subtotal	$	23,657	$	40,253	$	84,578	$	5,113	$	17	$	915	$	7,218	$	161,751
Gross charge-offs for the period ended	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
CRE − Multifamily
Pass	$	22,571	$	67,366	$	66,831	$	19,364	$	31,879	$	20,581	$	261	$	228,853
Special mention		—		—		—		—		12,884		—		—		12,884
Substandard		—		—		—		—		—		304		—		304
Doubtful		—		—		—		—		—		—		—		—
Subtotal	$	22,571	$	67,366	$	66,831	$	19,364	$	44,763	$	20,885	$	261	$	242,041
Gross charge-offs for the period ended	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
CRE − Non-owner occupied
Pass	$	49,799	$	161,500	$	145,403	$	64,835	$	61,646	$	139,166	$	5,179	$	627,528
Special mention		—		—		—		7,070		—		1,109		—		8,179
Substandard		—		5,717		—		2,592		—		3,760		—		12,069
Doubtful		—		—		—		—		—		—		—		—
Subtotal	$	49,799	$	167,217	$	145,403	$	74,497	$	61,646	$	144,035	$	5,179	$	647,776
Gross charge-offs for the period ended	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
CRE − Owner occupied
Pass	$	27,824	$	30,586	$	52,609	$	42,915	$	35,143	$	82,351	$	2,523	$	273,951
Special mention		—		—		—		—		—		339		—		339
Substandard		—		244		97		2,506		—		6,219		—		9,066
Doubtful		—		—		—		—		—		—		—		—
Subtotal	$	27,824	$	30,830	$	52,706	$	45,421	$	35,143	$	88,909	$	2,523	$	283,356
Gross charge-offs for the period ended	$	—	$	—	$	—	$	—	$	—	$	29	$	—	$	29
Agricultural − Land
Pass	$	3,308	$	5,769	$	12,754	$	4,581	$	5,709	$	6,819	$	—	$	38,940
Special mention		—		—		—		—		—		—		—		—
Substandard		—		304		2,166		—		—		—		—		2,470
Doubtful		—		—		—		—		—		—		—		—
Subtotal	$	3,308	$	6,073	$	14,920	$	4,581	$	5,709	$	6,819	$	—	$	41,410
Gross charge-offs for the period ended	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Agricultural − Production
Pass	$	6,650	$	6,451	$	4,868	$	620	$	1,513	$	715	$	18,385	$	39,202
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		1,347		—		—		—		—		1,347
Doubtful		—		—		—		—		—		—		—		—
Subtotal	$	6,650	$	6,451	$	6,215	$	620	$	1,513	$	715	$	18,385	$	40,549
Gross charge-offs for the period ended	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Residential real estate − First lien
Performing	$	11,419	$	61,592	$	189,493	$	210,737	$	104,462	$	107,778	$	180	$	685,661
Nonperforming		—		—		—		7		12		606		—		625
Subtotal	$	11,419	$	61,592	$	189,493	$	210,744	$	104,474	$	108,384	$	180	$	686,286
Gross charge-offs for the period ended	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Residential real estate − Construction
Performing	$	1,162	$	10,085	$	10,022	$	1,304	$	—	$	—	$	—	$	22,573
Nonperforming		—		—		—		—		—		—		—		—
Subtotal	$	1,162	$	10,085	$	10,022	$	1,304	$	—	$	—	$	—	$	22,573
Gross charge-offs for the period ended	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Residential real estate − HELOC
Performing	$	1,505	$	6,663	$	6,403	$	1,245	$	1,052	$	1,248	$	107,932	$	126,048
Nonperforming		—		—		—		—		—		163		—		163
Subtotal	$	1,505	$	6,663	$	6,403	$	1,245	$	1,052	$	1,411	$	107,932	$	126,211
Gross charge-offs for the period ended	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Residential real estate − Junior lien
Performing	$	3,796	$	9,981	$	8,277	$	4,712	$	3,035	$	4,596	$	1,807	$	36,204
Nonperforming		—		—		—		107		—		12		—		119
Subtotal	$	3,796	$	9,981	$	8,277	$	4,819	$	3,035	$	4,608	$	1,807	$	36,323
Gross charge-offs for the period ended	$	—	$	—	$	—	$	—	$	—	$	3	$	—	$	3
Other consumer
Performing	$	5,002	$	4,131	$	5,415	$	704	$	2,807	$	1,236	$	16,442	$	35,737
Nonperforming		—		—		—		—		—		—		—		—
Subtotal	$	5,002	$	4,131	$	5,415	$	704	$	2,807	$	1,236	$	16,442	$	35,737
Gross charge-offs for the period ended	$	—	$	—	$	3	$	—	$	—	$	10	$	—	$	13
Total loans	$	237,419	$	574,908	$	666,255	$	429,695	$	312,447	$	422,712	$	272,356	$	2,915,792
Gross charge-offs for the period ended	$	—	$	85	$	3	$	—	$	2,566	$	285	$	—	$	2,939

Table of Contents


													Revolving
(dollars in thousands)	Term Loans Amortized Cost Basis by Origination Year												Loans Amortized
As of December 31, 2023	2023		2022		2021		2020		2019		Prior		Cost Basis		Total
Commercial and industrial
Pass	$	189,643	$	83,233	$	66,837	$	62,367	$	31,859	$	14,879	$	83,522	$	532,340
Special mention		—		—		—		—		—		—		—		—
Substandard		464		4,844		236		6,328		94		2,513		15,361		29,840
Doubtful		—		—		—		—		—		—		—		—
Subtotal	$	190,107	$	88,077	$	67,073	$	68,695	$	31,953	$	17,392	$	98,883	$	562,180
Gross charge-offs for the period ended	$	39	$	—	$	49	$	11	$	247	$	90	$	—	$	436
CRE − Construction, land and development
Pass	$	29,902	$	57,944	$	14,326	$	122	$	—	$	952	$	121	$	103,367
Special mention		—		—		—		—		—		—		—		—
Substandard		—		20,667		—		—		—		—		—		20,667
Doubtful		—		—		—		—		—		—		—		—
Subtotal	$	29,902	$	78,611	$	14,326	$	122	$	—	$	952	$	121	$	124,034
Gross charge-offs for the period ended	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
CRE − Multifamily
Pass	$	71,994	$	67,368	$	16,637	$	48,643	$	24,581	$	15,435	$	135	$	244,793
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		310		—		310
Doubtful		—		—		—		—		—		—		—		—
Subtotal	$	71,994	$	67,368	$	16,637	$	48,643	$	24,581	$	15,745	$	135	$	245,103
Gross charge-offs for the period ended	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
CRE − Non-owner occupied
Pass	$	154,813	$	127,550	$	79,046	$	62,857	$	69,269	$	69,680	$	5,121	$	568,336
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		875		143		—		1,018
Doubtful		—		—		—		—		—		—		—		—
Subtotal	$	154,813	$	127,550	$	79,046	$	62,857	$	70,144	$	69,823	$	5,121	$	569,354
Gross charge-offs for the period ended	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
CRE − Owner occupied
Pass	$	39,030	$	55,337	$	41,623	$	36,339	$	22,340	$	66,574	$	2,538	$	263,781
Special mention		—		—		—		—		—		262		—		262
Substandard		—		587		2,872		—		2,815		1,306		—		7,580
Doubtful		—		—		—		—		—		—		—		—
Subtotal	$	39,030	$	55,924	$	44,495	$	36,339	$	25,155	$	68,142	$	2,538	$	271,623
Gross charge-offs for the period ended	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Agricultural − Land
Pass	$	6,424	$	15,294	$	4,721	$	5,958	$	672	$	7,763	$	—	$	40,832
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Subtotal	$	6,424	$	15,294	$	4,721	$	5,958	$	672	$	7,763	$	—	$	40,832
Gross charge-offs for the period ended	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Agricultural − Production
Pass	$	7,890	$	5,858	$	854	$	1,904	$	2,744	$	174	$	16,717	$	36,141
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Subtotal	$	7,890	$	5,858	$	854	$	1,904	$	2,744	$	174	$	16,717	$	36,141
Gross charge-offs for the period ended	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Residential real estate − First lien
Performing	$	61,201	$	190,749	$	217,146	$	108,100	$	33,102	$	87,213	$	284	$	697,795
Nonperforming		—		—		—		—		—		105		—		105
Subtotal	$	61,201	$	190,749	$	217,146	$	108,100	$	33,102	$	87,318	$	284	$	697,900
Gross charge-offs for the period ended	$	—	$	—	$	9	$	—	$	—	$	—	$	—	$	9
Residential real estate − Construction
Performing	$	10,978	$	16,428	$	1,573	$	—	$	—	$	—	$	—	$	28,979
Nonperforming		—		—		—		—		—		—		—		—
Subtotal	$	10,978	$	16,428	$	1,573	$	—	$	—	$	—	$	—	$	28,979
Gross charge-offs for the period ended	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Residential real estate − HELOC
Performing	$	7,470	$	6,835	$	789	$	1,184	$	308	$	1,341	$	100,388	$	118,315
Nonperforming		—		—		—		—		—		—		—		—
Subtotal	$	7,470	$	6,835	$	789	$	1,184	$	308	$	1,341	$	100,388	$	118,315
Gross charge-offs for the period ended	$	—	$	—	$	—	$	—	$	—	$	40	$	—	$	40
Residential real estate − Junior lien
Performing	$	10,938	$	8,820	$	5,157	$	3,673	$	1,461	$	3,939	$	50	$	34,038
Nonperforming		—		—		—		—		—		—		1,781		1,781
Subtotal	$	10,938	$	8,820	$	5,157	$	3,673	$	1,461	$	3,939	$	1,831	$	35,819
Gross charge-offs for the period ended	$	—	$	—	$	—	$	—	$	—	$	77	$	—	$	77
Other consumer
Performing	$	5,320	$	6,395	$	980	$	4,489	$	1,554	$	952	$	9,613	$	29,303
Nonperforming		—		—		—		—		—		—		—		—
Subtotal	$	5,320	$	6,395	$	980	$	4,489	$	1,554	$	952	$	9,613	$	29,303
Gross charge-offs for the period ended	$	4	$	2	$	—	$	31	$	6	$	8	$	—	$	51
Total loans	$	596,067	$	667,909	$	452,797	$	341,964	$	191,674	$	273,541	$	235,631	$	2,759,583
Gross charge-offs for the period ended	$	43	$	2	$	58	$	42	$	253	$	215	$	—	$	613

Table of Contents

Past Due and Nonaccrual Loans

The Company closely monitors the performance of its loan portfolio. A loan is placed on nonaccrual status when the financial condition of the borrower is deteriorating, payment in full of both principal and interest is not expected as scheduled or principal or interest has been in default for 90 days or more. Exceptions may be made if the asset is secured by collateral sufficient to satisfy both the principal and accrued interest in full and collection is reasonably assured. When one loan to a borrower is placed on nonaccrual status, all other loans to the borrower are re-evaluated to determine if they should also be placed on nonaccrual status. All previously accrued and unpaid interest is reversed at that time. A loan will return to accrual when collection of principal and interest is assured and the borrower has demonstrated timely payments of principal and interest for a reasonable period, generally at least six months.

The following tables present a past due aging analysis of total loans outstanding, by portfolio segment, as of June 30, 2024 and December 31, 2023:


	June 30, 2024
							90 Days
	Accruing		30 - 59 Days		60 - 89 Days		or More				Total
(dollars in thousands)	Current		Past Due		Past Due		Past Due		Nonaccrual		Loans
Commercial
Commercial and industrial	$	586,979	$	1,594	$	128	$	—	$	3,078	$	591,779
Commercial real estate
Construction, land and development		140,276		—		—		—		21,475		161,751
Multifamily		242,041		—		—		—		—		242,041
Non-owner occupied		641,975		—		5,801		—		—		647,776
Owner occupied		280,989		279		—		—		2,088		283,356
Total commercial real estate		1,305,281		279		5,801		—		23,563		1,334,924
Agricultural
Land		41,410		—		—		—		—		41,410
Production		40,479		—		—		—		70		40,549
Total agricultural		81,889		—		—		—		70		81,959
Total commercial		1,974,149		1,873		5,929		—		26,711		2,008,662
Consumer
Residential real estate
First lien		684,325		877		460		—		624		686,286
Construction		17,893		—		4,680		—		—		22,573
HELOC		124,392		274		1,382		—		163		126,211
Junior lien		35,648		108		447		—		120		36,323
Total residential real estate		862,258		1,259		6,969		—		907		871,393
Other consumer		35,309		132		296		—		—		35,737
Total consumer		897,567		1,391		7,265		—		907		907,130
Total	$	2,871,716	$	3,264	$	13,194	$	—	$	27,618	$	2,915,792

Table of Contents


	December 31, 2023
							90 Days
	Accruing		30 - 59 Days		60 - 89 Days		or More				Total
(dollars in thousands)	Current		Past Due		Past Due		Past Due		Nonaccrual		Loans
Commercial
Commercial and industrial	$	554,602	$	844	$	—	$	139	$	6,595	$	562,180
Commercial real estate
Construction, land and development		124,034		—		—		—		—		124,034
Multifamily		245,103		—		—		—		—		245,103
Non-owner occupied		569,267		87		—		—		—		569,354
Owner occupied		270,467		41		—		—		1,115		271,623
Total commercial real estate		1,208,871		128		—		—		1,115		1,210,114
Agricultural
Land		40,832		—		—		—		—		40,832
Production		36,061		80		—		—		—		36,141
Total agricultural		76,893		80		—		—		—		76,973
Total commercial		1,840,366		1,052		—		139		7,710		1,849,267
Consumer
Residential real estate
First lien		695,807		901		554		—		638		697,900
Construction		28,979		—		—		—		—		28,979
HELOC		117,540		597		—		—		178		118,315
Junior lien		35,680		69		—		—		70		35,819
Total residential real estate		878,006		1,567		554		—		886		881,013
Other consumer		29,086		170		47		—		—		29,303
Total consumer		907,092		1,737		601		—		886		910,316
Total	$	2,747,458	$	2,789	$	601	$	139	$	8,596	$	2,759,583

In calculating expected credit losses, the Company includes loans on nonaccrual status and loans 90 days or more past due and still accruing. The following tables present the amortized cost basis on nonaccrual status loans and loans 90 days or more past due and still accruing as of June 30, 2024 and December 31, 2023:


	As of June 30, 2024
					90 Days
	Nonaccrual				or More
	with no Allowance				Past Due
(dollars in thousands)	for Credit Losses		Nonaccrual		and Accruing
Commercial
Commercial and industrial	$	3,061	$	3,078	$	—
Commercial real estate
Construction, land and development		—		21,475		—
Multifamily		—		—		—
Non-owner occupied		—		—		—
Owner occupied		1,446		2,088		—
Total commercial real estate		1,446		23,563		—
Agricultural
Land		—		—		—
Production		70		70		—
Total agricultural		70		70		—
Total commercial		4,577		26,711		—
Consumer
Residential real estate
First lien		618		624		—
Construction		—		—		—
HELOC		163		163		—
Junior lien		120		120		—
Total residential real estate		901		907		—
Other consumer		—		—		—
Total consumer		901		907		—
Total	$	5,478	$	27,618	$	—

Table of Contents


	December 31, 2023
					90 Days
	Nonaccrual				or More
	with no Allowance				Past Due
(dollars in thousands)	for Credit Losses		Nonaccrual		and Accruing
Commercial
Commercial and industrial	$	79	$	6,595	$	139
Commercial real estate
Construction, land and development		—		—		—
Multifamily		—		—		—
Non-owner occupied		—		—		—
Owner occupied		95		1,115		—
Total commercial real estate		95		1,115		—
Agricultural
Land		—		—		—
Production		—		—		—
Total agricultural		—		—		—
Total commercial		174		7,710		139
Consumer
Residential real estate
First lien		632		638		—
Construction		—		—		—
HELOC		115		178		—
Junior lien		70		70		—
Total residential real estate		817		886		—
Other consumer		—		—		—
Total consumer		817		886		—
Total	$	991	$	8,596	$	139

Interest income that would have been recognized if loans on nonaccrual status had been current in accordance with their original terms for the three months ended June 30, 2024 and 2023, is estimated to have been $188 thousand and $63 thousand, respectively.

The Company’s policy is to reverse previously recorded interest income when a loan is placed on nonaccrual status. As a result, the Company did not record any interest income on its nonaccrual loans for the three months ended June 30, 2024 or 2023. At June 30, 2024 and December 31, 2023, total accrued interest receivable on loans, which had been excluded from reported amortized cost basis on loans, was $13.5 million and $12.2 million, respectively, and was reported within accrued interest receivable on the consolidated statements of condition. An allowance was not carried on the accrued interest receivable at either date.

In cases where a borrower experiences financial difficulty, the Company may make certain concessions for which the terms of the loan are modified. Loans experiencing financial difficulty can include modifications for an interest rate reduction below current market rates, a forgiveness of principal balance, an extension of the loan term, an-other than significant payment delay, or some combination of similar types of modifications. During both the three and six months ended June 30, 2024 and 2023, the Company did not provide any modifications to loans under these circumstances that were experiencing financial difficulty.

Table of Contents

The following tables present the amortized cost basis of collateral dependent loans, by the primary collateral type, which are individually evaluated to determine expected credit losses, and the related ACL allocated to these loans, as of June 30, 2024 and December 31, 2023:


	As of June 30, 2024
	Primary Type of Collateral
									Allowance for
(dollars in thousands)	Real estate		Equipment		Other		Total		Credit Losses
Commercial
Commercial and industrial	$	2,790	$	—	$	—	$	2,790	$	—
Commercial real estate
Construction, land and development		21,475		—		—		21,475		5,756
Multifamily		—		—		—		—		—
Non-owner occupied		—		—		—		—		—
Owner occupied		828		—		29		857		328
Total commercial real estate		22,303		—		29		22,332		6,084
Agricultural
Land		—		—		—		—		—
Production		—		70		—		70		—
Total agricultural		—		70		—		70		—
Total commercial		25,093		70		29		25,192		6,084
Consumer
Residential real estate
First lien		624		—		—		624		3
Construction		—		—		—		—		—
HELOC		163		—		—		163		—
Junior lien		107		6		—		113		—
Total residential real estate		894		6		—		900		3
Other consumer		—		—		—		—		—
Total consumer		894		6		—		900		3
Total	$	25,987	$	76	$	29	$	26,092	$	6,087


	As of December 31, 2023
	Primary Type of Collateral
									Allowance for
(dollars in thousands)	Real estate		Equipment		Other		Total		Credit Losses
Commercial
Commercial and industrial	$	6,124	$	—	$	—	$	6,124	$	2,384
Commercial real estate
Construction, land and development		—		—		—		—		—
Multifamily		—				—		—		—
Non-owner occupied		—				—		—		—
Owner occupied		695				96		791		601
Total commercial real estate		695		—		96		791		601
Agricultural
Land		—		—		—		—		—
Production		—		—		—		—		—
Total agricultural		—		—		—		—		—
Total commercial		6,819		—		96		6,915		2,985
Consumer
Residential real estate
First lien		638		—		—		638		3
Construction		—				—		—		—
HELOC		64		22		—		86		—
Junior lien		70		—		93		163		6
Total residential real estate		772		22		93		887		9
Other consumer		—		—		—		—		—
Total consumer		772		22		93		887		9
Total	$	7,591	$	22	$	189	$	7,802	$	2,994

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Collateral dependent loans are loans for which the repayment is expected to be provided substantially by the underlying collateral and there are no other available and reliable sources of repayment.

NOTE 6 Land, Premises and Equipment, Net

Components of land, premises and equipment at June 30, 2024 and December 31, 2023 were as follows:


	June 30,		December 31,
(dollars in thousands)	2024		2023
Land ⁽¹⁾	$	3,036	$	4,542
Buildings and improvements ⁽¹⁾		23,177		28,172
Leasehold improvements		2,657		2,657
Furniture, fixtures, and equipment		36,136		34,086
		65,006		69,457
Less accumulated depreciation		(47,678)		(51,517)
Total	$	17,328	$	17,940

(1)	Excludes assets held for sale.

Depreciation expense was $0.7 million and $0.6 million for the three months ended June 30, 2024 and 2023, respectively. Depreciation expense was $1.3 million and $1.2 million for the six months ended June 30, 2024 and 2023, respectively.

On July 1, 2024, the Company entered into a purchase agreement to sell its South Fargo branch in Fargo, North Dakota. At June 30, 2024, the facility included assets with a carrying value of approximately $1.7 million. The sale of this facility during 2024 is likely, and the Company expects to record a gain on the sale upon closing, since the offer of $5.3 million is greater than the property’s carrying value. On February 6, 2024, the Company entered into a purchase agreement to sell its branch in Shorewood, Minnesota for $2.8 million. The sale of this facility during 2024 is likely, and the Company expects to record a gain on the sale upon closing, since the offer of $2.8 million is greater than the property’s carrying value of $2.1 million. Total assets held for sale by the Company at June 30, 2024 were $3.8 million and were included in other assets on the Company’s consolidated balance sheet and not included in the table above.

NOTE 7 Goodwill and Other Intangible Assets

The following table summarizes the carrying amount of goodwill, by segment, as of June 30, 2024 and December 31, 2023:


	June 30,		December 31,
(dollars in thousands)	2024		2023
Banking	$	35,260	$	35,260
Retirement and benefit services		11,523		11,523
Total goodwill	$	46,783	$	46,783

Goodwill is evaluated for impairment on an annual basis, at a minimum, and more frequently when the economic environment warrants. The Company determined that there was no goodwill impairment as of June 30, 2024.

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The gross carrying amount and accumulated amortization for each type of identifiable intangible asset, as of June 30, 2024 and December 31, 2023, were as follows:


	June 30, 2024						December 31, 2023
(dollars in thousands)	Gross Carrying Amount		Accumulated Amortization		Total		Gross Carrying Amount		Accumulated Amortization		Total
Identifiable customer intangibles	$	41,423	$	(31,974)	$	9,449	$	41,423	$	(29,959)	$	11,464
Core deposit intangible assets		7,592		(2,531)		5,061		7,592		(1,898)		5,694
Total intangible assets	$	49,015	$	(34,505)	$	14,510	$	49,015	$	(31,857)	$	17,158

Amortization of intangible assets was $1.3 million for both the three months ended June 30, 2024 and 2023. Amortization of intangible assets was $2.6 million for both the six months ended June 30, 2024 and 2023.

NOTE 8 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 $184.3 million and $190.0 million as of June 30, 2024 and December 31, 2023, 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 six months ended June 30, 2024 and 2023:


	Three months ended				Six months ended
	June 30,				June 30,
(dollars in thousands)	2024		2023		2024		2023
Servicing Assets:
Balance at beginning of period	$	1,983	$	2,421	$	2,052	$	2,643
Additions, net of valuation reserve ⁽¹⁾		320		312		341		274
Amortization ⁽²⁾		(133)		(134)		(223)		(318)
Balance at end of period		2,170		2,599		2,170		2,599
Less valuation reserve ⁽³⁾		(207)		(248)		(207)		(248)
Balance at end of period, net of valuation reserve	$	1,963	$	2,351	$	1,963	$	2,351
Fair value, beginning of period	$	2,083	$	2,421	$	2,062	$	2,643
Fair value, end of period	$	2,082	$	2,351	$	2,082	$	2,351

(1)	Associated income was reported within mortgage banking income, net on the consolidated statements of income.

(2)	Associated amortization expense was reported within other noninterest income on the consolidated statements of income.

(3)	Associated valuation reserve was reported within mortgage and lending expenses on the consolidated statements of income.

The following is a summary of key data and assumptions used in the valuation of servicing rights as of June 30, 2024 and December 31, 2023. Increases or decreases in any one of these assumptions would result in lower or higher fair value measurements.


	June 30,			December 31,
(dollars in thousands)	2024			2023
Fair value of servicing rights	$	2,082		$	2,062
Weighted-average remaining term, years		18.9			18.8
Prepayment speeds		6.3	%		6.2	%
Discount rate		11.1	%		11.1	%

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NOTE 9 Leases

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of an identified property, plant or equipment for a period of time in exchange for consideration. Substantially all of the leases in which the Company is the lessee are comprised of real property for offices and office equipment rentals with terms extending through 2037. Portions of certain properties are subleased for terms extending through 2024. Substantially all of the Company’s leases are classified as operating leases. The Company has no existing finance leases.

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 right-of-use, or ROU, assets and lease liabilities on the consolidated financial statements as of June 30, 2024 and December 31, 2023:


		June 30,		December 31,
(dollars in thousands)		2024		2023
Lease Right-of-Use Assets	Classification
Operating lease right-of-use assets	Operating lease right-of-use assets	$	4,871	$	5,436
Lease Liabilities
Operating lease liabilities	Operating lease liabilities	$	5,197	$	5,751

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. The Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term for the discount rate. For the Company’s only finance lease, the Company utilized its incremental borrowing rate at lease inception.


	June 30,		December 31,
	2024		2023
Weighted-average remaining lease term, years
Operating leases	7.4		7.3
Weighted-average discount rate
Operating leases	3.8	%	3.9	%

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.

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The following table presents lease costs and other lease information for the three and six months ended June 30, 2024 and 2023:


	Three months ended				Six months ended
	June 30,				June 30,
(dollars in thousands)	2024		2023		2024		2023
Lease costs
Operating lease cost	$	442	$	354	$	903	$	935
Variable lease cost		206		474		472		699
Short-term lease cost		67		39		104		82
Finance lease cost
Interest on lease liabilities		—		—		—		—
Amortization of right-of-use assets		—		—		—		—
Sublease income		(51)		(60)		(99)		(119)
Net lease cost	$	664	$	807	$	1,380	$	1,597
Other information
Cash paid for amounts included in the measurement of lease liabilities operating cash flows from operating leases	$	460	$	474	$	920	$	953
Right-of-use assets obtained in exchange for new operating lease liabilities		210		2,029		318		2,286

Future minimum payments for finance and operating leases with initial or remaining terms of one year or more as of June 30, 2024 were as follows:


	Operating
(dollars in thousands)	Leases
Twelve months ended
June 30, 2025	$	1,664
June 30, 2026		1,313
June 30, 2027		1,135
June 30, 2028		588
June 30, 2029		383
Thereafter		1,845
Total future minimum lease payments	$	6,928
Amounts representing interest		(1,731)
Total operating lease liabilities	$	5,197

NOTE 10 Deposits

The components of deposits in the consolidated balance sheets as of June 30, 2024 and December 31, 2023 were as follows:


	June 30,		December 31,
(dollars in thousands)	2024		2023
Noninterest-bearing	$	701,428	$	728,082
Interest-bearing
Interest-bearing demand		1,003,585		840,711
Savings accounts		79,747		82,485
Money market savings		1,022,470		1,032,771
Time deposits		491,345		411,562
Total interest-bearing		2,597,147		2,367,529
Total deposits	$	3,298,575	$	3,095,611

Certificates of deposit in excess of $250,000 totaled $190.8 million and $121.8 million at June 30, 2024 and December 31, 2023, respectively.

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NOTE 11 Short-Term Borrowings

Short-term borrowings at June 30, 2024 and December 31, 2023 consisted of the following:


	June 30,		December 31,
(dollars in thousands)	2024		2023
Fed funds purchased	$	—	$	114,170
Bank Term Funding Program ⁽¹⁾		355,000		—
FHLB short-term advances		200,000		200,000
Total	$	555,000	$	314,170

(1)

In the first quarter of 2024, the Company borrowed $355.0 million from the Bank Term Funding Program, or BTFP, for a period of up to one year at a fixed rate of 4.88%. Under the program, the Company may prepay this borrowing at any time without penalty and the borrowing is secured by the Company’s pledged collateral of investment securities.

NOTE 12 Long-Term Debt

Long-term debt as of June 30, 2024 and December 31, 2023 consisted of the following:


	June 30, 2024
						Period End
	Face		Carrying			Interest		Maturity
(dollars in thousands)	Value		Value		Interest Rate	Rate		Date	Call Date
Subordinated notes payable	$	50,000	$	50,000	Fixed	3.50	%	3/30/2031	3/31/2026
Junior subordinated debenture (Trust I)		4,124		3,605	Three-month CME SOFR + 0.26% + 3.10%	8.70	%	6/26/2033	6/26/2008
Junior subordinated debenture (Trust II)		6,186		5,408	Three-month CME SOFR + 0.26% + 1.80%	7.40	%	9/15/2036	9/15/2011
Total long-term debt	$	60,310	$	59,013


	December 31, 2023
						Period End
	Face		Carrying			Interest		Maturity
(dollars in thousands)	Value		Value		Interest Rate	Rate		Date	Call Date
Subordinated notes payable	$	50,000	$	50,000	Fixed	3.50	%	3/30/2031	3/31/2026
Junior subordinated debenture (Trust I)		4,124		3,583	Three-month CME SOFR + 0.26% + 3.10%	8.72	%	6/26/2033	6/26/2008
Junior subordinated debenture (Trust II)		6,186		5,373	Three-month CME SOFR + 0.26% + 1.80%	7.45	%	9/15/2036	9/15/2011
Total long-term debt	$	60,310	$	58,956

NOTE 13 Commitments and Contingencies

Commitments

In the normal course of business, the Company has outstanding commitments 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 Company’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 Company 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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A summary of the contractual amounts of the Company’s exposure to off-balance sheet risk as of June 30, 2024 and December 31, 2023, respectively, was as follows:


	June 30,		December 31,
(dollars in thousands)	2024		2023
Commitments to extend credit	$	925,260	$	942,413
Standby letters of credit		15,853		10,045
Total	$	941,113	$	952,458

The Company establishes an ACL on unfunded commitments, except those that are unconditionally cancellable by the Company. As of June 30, 2024 and December 31, 2023, the ACL on unfunded commitments was $6.9 million and $7.4 million, respectively. The ACL on unfunded commitments was presented within accrued expenses and other liabilities on the consolidated balance sheet. For the six months ended June 30, 2024 and 2023, the provision for credit losses on unfunded commitments was ($518) thousand and $44 thousand, respectively.

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 FHLB or the Bank of North Dakota to secure public unit deposits. The Company had no letters of credit outstanding with the FHLB as of June 30, 2024 or December 31, 2023. With the Bank of North Dakota, the Company had letters of credit outstanding in the amount of $200.0 million and $182.0 million as of June 30, 2024 and December 31, 2023, respectively. Letters of credit with the Bank of North Dakota were collateralized by loans pledged to the Bank of North Dakota in the amount of $456.8 million and $454.6 million as of June 30, 2024 and December 31, 2023, respectively.

Legal Contingencies

In the normal course of business, including in connection with business combinations pursued by the Company, the Company and its subsidiaries are subject to pending and threatened litigation, claims investigations and legal and administrative cases and proceedings. Although the Company is not able to predict the outcome of such actions, after reviewing pending and threatened actions with counsel, management believes that, based on the information currently available, the outcome of such actions, individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial statements.

Reserves are established for legal claims only when losses associated with the claims are judged to be probable, and the loss can be reasonably estimated. Assessments of litigation exposure are difficult because they involve inherently unpredictable factors including, but not limited to: whether the proceeding is in the early stages; whether damages are unspecified, unsupported or uncertain; whether there is a potential for punitive or other pecuniary damages; whether the matter involves legal uncertainties, including novel issues of law; whether the matter involves multiple parties and/or jurisdictions; whether discovery has begun or is not complete; whether meaningful settlement discussions have commenced; and whether the lawsuit involves class allegations. In many lawsuits and arbitrations, it is not possible to determine whether a liability has been incurred or to estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case a reserve will not be recognized until that time. Assessments of class action litigation, which is generally more complex than other types of litigation, are particularly difficult, especially in the early stages of the proceeding when it is not known whether a class will be certified or how a potential class, if certified, will

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be defined. As a result, the Company may be unable to estimate reasonably possible losses with respect to every litigation matter it faces.

The Company did not have any material loss contingencies that were provided for and/or that were required to be disclosed as of June 30, 2024 and December 31, 2023, respectively.

NOTE 14 Share-Based Compensation

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. Since inception, all awards issued under the plan have been restricted stock and restricted stock units. 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. Restricted stock units issued do not participate in dividends and recipients are not entitled to vote these restricted stock units until shares of the Company’s common stock are delivered after vesting of the restricted stock units. 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. Awards issued to Company directors are not subject to any service requirements and vest immediately. The plan authorizes the issuance of up to 1,100,000 shares of common stock. As of June 30, 2024, 687,308 shares of common stock are still available for issuance under the plan.

The compensation expense relating to awards under these plans was $121 thousand and $656 thousand for the three months ended June 30, 2024 and 2023, respectively. The compensation expense relating to awards under these plans was $714 thousand and $815 thousand for the six months ended June 30, 2024 and 2023, respectively.

The following table presents the activity in the stock plans for the six months ended June 30, 2024 and 2023:


	Six months ended June 30,
	2024			2023
		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	231,657	$	22.96	238,929	$	23.66
Granted	90,585		21.33	82,810		20.85
Vested	(39,335)		25.71	(91,867)		21.29
Forfeited or cancelled	—		—	(22,204)		21.39
Outstanding at end of period	282,907	$	22.03	207,668	$	23.83

As of June 30, 2024, there was $3.4 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 2.3 years.

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NOTE 15 Income Taxes

The components of income tax expense (benefit) for the three and six months ended June 30, 2024 and 2023 were as follows:


	Three months ended June 30,
	2024				2023
			Percent of				Percent of
(dollars in thousands)	Amount		Pretax Income		Amount		Pretax Income
Taxes at statutory federal income tax rate	$	1,708	21.0	%	$	2,444	21.0	%
Tax effect of:
Tax exempt income		(239)	(2.9)	%		(156)	(1.3)	%
State income taxes, net of federal benefits		398	4.9	%		485	4.1	%
Nondeductible items and other		56	0.7	%		(238)	(2.0)	%
Applicable income taxes	$	1,923	23.7	%	$	2,535	21.8	%


	Six months ended June 30,
	2024				2023
			Percent of				Percent of
(dollars in thousands)	Amount		Pretax Income		Amount		Pretax Income
Taxes at statutory federal income tax rate	$	3,497	21.0	%	$	4,648	21.0	%
Tax effect of:
Tax exempt income		(468)	(2.8)	%		(300)	(1.4)	%
State income taxes, net of federal benefits		812	4.9	%		946	4.3	%
Nondeductible items and other		173	1.0	%		(453)	(2.0)	%
Applicable income taxes	$	4,014	24.1	%	$	4,841	21.9	%

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

NOTE 16 Tax Credit Investments

The Company invests in qualified affordable housing projects for the purpose of community reinvestment and obtaining tax credits. The Company’s tax credit investments are limited to existing lending relationships with well-known developers and projects within the Company’s market area.

The following table presents a summary of the Company’s investments in qualified affordable housing project tax credits as of June 30, 2024 and December 31, 2023:


		June 30, 2024				December 31, 2023
(dollars in thousands)		Investment		Unfunded Commitment		Investment		Unfunded Commitment
Investment	Accounting Method
Low income housing tax credit	Proportional amortization	$	17,906	$	7,010	$	17,906	$	12,347

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The following tables present a summary of the amortization expense and tax benefit recognized for the Company’s qualified affordable housing projects for the three and six months ended June 30, 2024 and 2023:

Three months ended June 30,

2024

2023

Amortization

Tax Benefit

Amortization

Tax Benefit

(dollars in thousands)

Expense ⁽¹⁾

Recognized ⁽²⁾

Expense ⁽¹⁾

Recognized ⁽²⁾

Low income housing tax credit

432

(370)

278

(509)

(1)	The amortization expense for low income housing tax credits were included in the income tax expense.

(2)	All of the tax benefits recognized were included in income tax expense.

Six months ended June 30,

2024

2023

Amortization

Tax Benefit

Amortization

Tax Benefit

(dollars in thousands)

Expense ⁽¹⁾

Recognized ⁽²⁾

Expense ⁽¹⁾

Recognized ⁽²⁾

Low income housing tax credit

864

(751)

639

(735)

(1)	The amortization expense for low income housing tax credits were included in the income tax expense.

(2)	All of the tax benefits recognized were included in income tax expense.

NOTE 17 Segment Reporting

Operating segments are components of an enterprise, which are evaluated regularly by the “chief operating decision maker” in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker is the President and Chief Executive Officer of the Company. Reportable segments are determined 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 currently operates through three operating segments: Banking, Retirement and Benefit Services, and Wealth Management. In prior periods, the Company had a fourth operating segment, Mortgage. As of January 1, 2024, the Mortgage division was fully integrated into the Banking division by the Company to reflect the way the Company currently manages and views the business. The Company has restated all historical periods presented within these financial statements, and has not included the Mortgage operating segment.

The financial information presented for each segment includes net interest income, provision for credit losses, noninterest income, and direct and indirect noninterest expense. Corporate Administration includes all remaining income and expenses not allocated to the three operating segments.

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The following tables present key metrics related to the Company’s segments for the periods presented:


	Three months ended June 30, 2024
			Retirement and		Wealth		Corporate
(dollars in thousands)	Banking		Benefit Services		Management		Administration		Consolidated
Net interest income (loss)	$	24,684	$	—	$	—	$	(683)	$	24,001
Provision for credit losses		4,489		—		—		—		4,489
Noninterest income (loss)		4,999		16,078		6,360		(66)		27,371
Noninterest expense		19,165		13,649		3,953		1,985		38,752
Net income (loss) before taxes	$	6,029	$	2,429	$	2,407	$	(2,734)	$	8,131
Total assets	$	4,282,868	$	34,695	$	5,125	$	35,935	$	4,358,623


	Six months ended June 30, 2024
			Retirement and		Wealth		Corporate
(dollars in thousands)	Banking		Benefit Services		Management		Administration		Consolidated
Net interest income (loss)	$	47,581	$	—	$	—	$	(1,361)	$	46,220
Provision for credit losses		4,489		—		—		—		4,489
Noninterest income (loss)		8,489		31,733		12,477		(5)		52,694
Noninterest expense		37,831		27,838		7,703		4,399		77,771
Net income (loss) before taxes	$	13,750	$	3,895	$	4,774	$	(5,765)	$	16,654
Total assets	$	4,282,868	$	34,695	$	5,125	$	35,935	$	4,358,623


	Three months ended June 30, 2023
			Retirement and		Wealth		Corporate
(dollars in thousands)	Banking		Benefit Services		Management		Administration		Consolidated
Net interest income (loss)	$	22,899	$	—	$	—	$	(665)	$	22,234
Provision for credit losses		—		—		—		—		—
Noninterest income		4,242		15,890		5,449		197		25,778
Noninterest expense		19,301		12,651		2,990		1,431		36,373
Net income (loss) before taxes	$	7,840	$	3,239	$	2,459	$	(1,899)	$	11,639
Total assets	$	3,764,246	$	37,114	$	4,384	$	27,234	$	3,832,978


	Six months ended June 30, 2023
			Retirement and		Wealth		Corporate
(dollars in thousands)	Banking		Benefit Services		Management		Administration		Consolidated
Net interest income (loss)	$	47,212	$	—	$	—	$	(1,320)	$	45,892
Provision for credit losses		550		—		—		—		550
Noninterest income		8,780		31,372		10,644		235		51,031
Noninterest expense		37,951		26,246		6,352		3,693		74,242
Net income (loss) before taxes	$	17,491	$	5,126	$	4,292	$	(4,778)	$	22,131
Total assets	$	3,764,246	$	37,114	$	4,384	$	27,234	$	3,832,978

Banking

The Banking division offers a complete line of loan, deposit, cash management, and treasury services through fourteen 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.

Retirement and Benefit Services

Retirement and Benefit Services provides the following services nationally: recordkeeping and administration services to qualified retirement plans; recordkeeping and administration services to other types of retirement plans; investment fiduciary services to retirement plans; health savings accounts, flex spending accounts, and COBRA recordkeeping and administration services. The division operates within each of the banking markets, as well as in Lansing, Michigan and Littleton, Colorado.

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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.

NOTE 18 Earnings Per Share

The calculation of basic and diluted earnings per share using the two-class method for the three and six months ended June 30, 2024 and 2023 are presented below:


	Three months ended				Six months ended
	June 30,				June 30,
(dollars and shares in thousands, except per share data)	2024		2023		2024		2023
Net income	$	6,208	$	9,104	$	12,640	$	17,290
Dividends and undistributed earnings allocated to participating securities		38		62		78		120
Net income available to common stockholders	$	6,170	$	9,042	$	12,562	$	17,170
Weighted-average common shares outstanding for basic earnings per share		19,777		20,033		19,758		20,030
Dilutive effect of stock-based awards		273		208		260		213
Weighted-average common shares outstanding for diluted earnings per share		20,050		20,241		20,018		20,243
Earnings per common share:
Basic earnings per common share	$	0.31	$	0.45	$	0.64	$	0.86
Diluted earnings per common share	$	0.31	$	0.45	$	0.63	$	0.85

NOTE 19 Derivative Instruments

The company uses a variety of derivative instruments to mitigate exposure to both market and credit risks inherent in its business activities. The Company manages these risks as part of its overall asset and liability management process and through its policies and procedures. Derivatives represent contracts between parties that usually require little or no initial net investment and result in one party delivering cash or another type of asset to the other party based on a notional amount and an underlying as specified in the contract.

Derivatives are often measured in terms of notional amount, but this amount is generally not exchanged, and it is not recorded on the Company’s consolidated balance sheet. The notional amount is the basis to which the underlying is applied to determine required payments under the derivative contract. The underlying is a referenced interest rate, security price, credit spread, or other index. Residential and commercial real estate loan commitments associated with loans to be sold also qualify as derivative instruments.

Derivatives Designated as Hedging Instruments

The Company uses derivative instruments to hedge its exposure to economic risks, including interest rate, liquidity and credit risk. Certain hedging relationships are formally designated and qualify for hedge accounting under GAAP. On the date the Company enters into a derivative contract designated as a hedging instrument, the derivative is designated as either a fair value hedge, cash flow hedge, or a net investment hedge. When a derivative is designated as a fair value, cash flow, or net investment hedge, the Company performs an assessment, at inception and, at a minimum, quarterly thereafter, to determine the effectiveness of the derivative in offsetting changes in the value or cash flows of the hedged item(s). As of June 30, 2024, the Company only used fair value and cash flow hedges.

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Fair value hedges: These derivatives are interest rate swaps the Company uses to hedge the change in fair value related to interest rate changes of its underlying mortgage-backed investment securities and mortgage loan pools. The interest rate swaps are carried on the Company’s Consolidated Balance Sheet at their fair value in other assets (when the fair value is positive) or in accrued expenses and other liabilities (when the fair value is negative). The changes in fair value of the interest rate swaps are recorded in interest income. The unrealized gains or losses due to changes in fair value of the interest rate swaps due to changes in benchmark interest rates are recorded as an adjustment to the hedged instruments and offset in the same interest income line items.

Cash flow hedges: These derivatives are interest rate swaps the Company uses to hedge the variability of expected future cash flows due to market interest changes. The interest rate swap is carried on the Company’s consolidated balance sheet at its fair value in other assets (when the fair value is positive) or in accrued expenses and other liabilities (when the fair value is negative). Changes in fair value of derivatives designated as cash flow hedges are recorded in other comprehensive income (loss), or OCI, until the cash flows of the hedged items are realized. If a derivative designated as a cash flow hedge is terminated or ceases to be highly effective, the gain or loss in OCI is amortized to earnings over the period the forecasted hedged transactions impact earnings. If a hedged forecasted transaction is no longer probable, hedge accounting is ceased and any gain or loss included in OCI is reported in earnings immediately, unless the forecasted transaction is at least reasonably possible of occurring, whereby the amounts remain within accumulated other comprehensive income (loss), or AOCI. The Company estimates that an additional $0.4 million will be reclassified as a decrease to interest expense over the next 12 months. All cash flow hedges were highly effective for the three and six months ended June 30, 2024. As of June 30, 2024, the maximum length of time over which forecasted transactions are hedged is 7 months.

Derivatives Not Designated as Hedging Instruments

Interest rate swaps: The Company periodically enters into commercial loan interest rate swap agreements in order to provide commercial loan customers with the ability to convert from variable to fixed interest rates. These derivative contracts relate to transactions in which the Company enters into an interest rate swap with a customer, while simultaneously entering into an offsetting interest rate swap with an institutional counterparty.

Interest rate lock commitments, forward loan sales commitments and to be announced (TBA) mortgage backed securities: The Company enters into forward delivery contracts to sell mortgage loans at specific prices and dates in order to hedge the interest rate risk in its portfolio of mortgage loans held for sale and its residential mortgage interest rate lock commitments.

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The following table presents the total notional amounts and gross fair values of the Company’s derivatives as of June 30, 2024 and December 31, 2023:


	Derivative Assets ⁽¹⁾				Derivative Liabilities ⁽²⁾
	Notional		Fair		Notional		Fair
(dollars in thousands)	Amount		Value		Amount		Value
June 30, 2024
Designated as hedging instruments:
Fair value hedges:
Interest rate swaps	$	600,000	$	1,975	$	600,000	$	—
Cash flow hedges:
Interest rate swaps		200,000		412		200,000		—
Total derivatives designated as hedging instruments	$	800,000	$	2,387	$	800,000	$	—
Not designated as hedging instruments:
Interest rate swaps ⁽³⁾	$	154,244	$	6,773	$	154,244	$	6,773
Interest rate lock commitments		27,749		434		—		—
Forward loan sales commitments		8,299		176		—		—
To-be-announced mortgage backed securities		—		—		56,250		25
Total asset derivatives not designated as hedging instruments	$	190,292	$	7,383	$	210,494	$	6,798
December 31, 2023
Designated as hedging instruments:
Fair value hedges:
Interest rate swaps	$	600,000	$	—	$	600,000	$	352
Cash flow hedges:
Interest rate swaps		200,000		—		200,000		297
Total derivatives designated as hedging instruments	$	800,000	$	—	$	800,000	$	649
Not designated as hedging instruments:
Interest rate swaps ⁽³⁾	$	120,671	$	8,327	$	120,671	$	8,348
Interest rate lock commitments		8,126		179		—		—
Forward loan sales commitments		190		6		—		—
To-be-announced mortgage backed securities		—		—		20,500		183
Total asset derivatives not designated as hedging instruments	$	128,987	$	8,512	$	141,171	$	8,531

(1)	Derivative assets are included in other assets on the Company’s consolidated balance sheet.

(2)	Derivative liabilities are included in accrued expenses and other liabilities on the Company’s consolidated balance sheet.

(3)	Reported fair values include accrued interest receivable and payable.

The following table shows the effective portion of the gains (losses) recognized in other comprehensive income (loss) and the gains (losses), before tax, reclassified from other comprehensive income (loss) into earnings for the periods indicated:


			Gains (Losses)
	Gains (Losses)		Reclassified
	Recognized in		from OCI
(dollars in thousands)	OCI		into Earnings
Derivatives designated as hedging instruments
For the three months ended June 30, 2024
Cash flow hedges:
Interest rate swaps	$	296	$	270

For the three months ended June 30, 2023
Cash flow hedges:
Interest rate swaps	$	—	$	—

For the six months ended June 30, 2024
Cash flow hedges:
Interest rate swaps	$	1,241	$	532

For the six months ended June 30, 2023
Cash flow hedges:
Interest rate swaps	$	—	$	—

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The following table shows the effect of fair value and cash flow hedge accounting on derivatives designated as hedging instruments in the Consolidated Statements of Income:


	Location and Amount of Gains (Losses) Recognized in Income
	Interest Income				Interest Expense
	Loans,		Investment
	including		securities -		Short-term
(dollars in thousands)	fees		Taxable		borrowings
For the three months ended June 30, 2024
Total amounts in the Consolidated Statements of Income	$	41,663	$	4,845	$	7,053
Fair value hedges:
Interest rate swaps		168		659		—
Cash flow hedges:
Interest rate swaps		—		—		(270)
For the three months ended June 30, 2023
Total amounts in the Consolidated Statements of Income	$	33,267	$	6,125	$	4,763
Fair value hedges:
Interest rate swaps		—		470		—
Cash flow hedges:
Interest rate swaps		—		—		—

For the six months ended June 30, 2024
Total amounts in the Consolidated Statements of Income	$	80,958	$	9,413	$	13,042
Fair value hedges:
Interest rate swaps		321		1,301		—
Cash flow hedges:
Interest rate swaps		—		—		(532)
For the six months ended June 30, 2023
Total amounts in the Consolidated Statements of Income	$	64,200	$	12,076	$	9,156
Fair value hedges:
Interest rate swaps		—		623		—
Cash flow hedges:
Interest rate swaps		—		—		—

The following tables show the notional amount, carrying amount and associated cumulative basis adjustments related to the application of hedge accounting that is included in the carrying amount of hedged assets and liabilities in fair value hedging relationships at June 30, 2024 and December 31, 2023, respectively:


	June 30, 2024
					Cumulative Fair
					Value Hedging
					Adjustment in the
			Carrying Amount		Carrying Amount of
	Notional		of Hedged Assets/		Hedged Assets/
(dollars in thousands)	Amount		Liabilities		Liabilities
Mortgage-backed securities
Residential agency ⁽¹⁾	$	200,000	$	198,046	$	(1,954)
Mortgage loan pools ⁽²⁾		400,000		399,955		(45)
Total	$	600,000	$	598,001	$	(1,999)

(1)	Includes amounts related to residential agency mortgage-backed securities currently designated as the hedged item in a fair value hedge using the portfolio layer method. At June 30, 2024, the amortized cost of the closed portfolios used in these hedging relationships was $313.0 million.

(2)

These amounts include the amortized cost basis of residential real estate loans that were used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolio anticipated to be outstanding for the designated hedged period. At June 30, 2024, the amortized cost basis of the residential real estate loans used in these hedging relationships was $644.7 million.

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	December 31, 2023
					Cumulative Fair
					Value Hedging
					Adjustment in the
			Carrying Amount		Carrying Amount of
	Notional		of Hedged Assets/		Hedged Assets/
(dollars in thousands)	Amount		Liabilities		Liabilities
Mortgage-backed securities
Residential agency ⁽¹⁾	$	200,000	$	200,241	$	241
Mortgage loan pools ⁽²⁾		400,000		400,098		98
Total	$	600,000	$	600,339	$	339

(1)	Includes amounts related to residential agency mortgage-backed securities currently designated as the hedged item in a fair value hedge using the portfolio layer method. At December 31, 2023, the amortized cost of the closed portfolios used in these hedging relationships was $323.4 million.

(2)

These amounts include the amortized cost basis of residential real estate loans that were used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolio anticipated to be outstanding for the designated hedged period. At December 31, 2023, the amortized cost basis of the residential real estate loans used in these hedging relationships was $687.5 million.

The gain (loss) recognized on derivatives not designated as hedging relationships for the three and six months ended June 30, 2024 and 2023 was as follows:



(dollars in thousands)		Three months ended June 30,				Six months ended June 30,
Derivatives not designated as hedging instruments	Consolidated Statements of Income Location	2024		2023		2024		2023
Interest rate swaps	Other noninterest income	$	—	$	—	$	21	$	—
Interest rate lock commitments	Mortgage banking		59		89		210		429
Forward loan sales commitments	Mortgage banking		176		70		171		64
To-be-announced mortgage backed securities	Mortgage banking		84		302		126		129
Total gain (loss) from derivatives not designated as hedging instruments		$	319	$	461	$	528	$	622

The Company has third party agreements that require a minimum dollar transfer amount upon a margin call. These requirements are dependent on certain specified credit measures. There was no collateral posted with third parties at June 30, 2024. The amount of collateral posted with third parties was $550 thousand at December 31, 2023. The amount of collateral posted with third parties was deemed to be sufficient as of those dates to collateralize both the fair market value change as well as any additional amounts that may be required as a result of a change in the specified credit measures.

Credit Risk-Related Contingent Features

By using derivatives, the Company is exposed to credit risk to the extent that counterparties to the derivative contracts do not perform as required. Should a counterparty fail to perform under the terms of a derivative contract, the Company’s credit exposure on interest rate swaps is limited to the net positive fair value and accrued interest of all swaps with each counterparty. The Company seeks to minimize counterparty credit risk through credit approvals, limits, monitoring procedures, and obtaining collateral, where appropriate. As such, management believes the risk of incurring credit losses on derivative contracts with institutional counterparties is remote.

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The Company has agreements with its derivative counterparties that contain a provision where, if the Company defaults on any of its indebtedness, including defaults where repayment of the indebtedness has not been accelerated by the lender, the Company could also be declared in default on its derivative obligations. In addition, the Company also has agreements with certain of its derivative counterparties that contain a provision where, if the Company fails to maintain its status as a well-capitalized institution, the counterparty could terminate the derivative position(s) and the Company could be required to settle its obligations under the agreements.

As of June 30, 2024 and December 31, 2023, the fair value of derivatives in a net liability position, which included accrued interest but excluded any adjustment for non-performance risk, related to these agreements was $0 and $649 thousand, respectively. As of June 30, 2024 and December 31, 2023, the Company had minimum collateral posting thresholds with certain of its derivative counterparties and has posted cash collateral of $0 and $550 thousand, respectively. If the Company had breached any of these provisions at June 30, 2024 or December 31, 2023, it could have been required to settle its obligations under the agreements at their termination value of $0 and $649 thousand, respectively.

Balance Sheet Offsetting

The following tables present the Company’s derivative positions and the potential effect of netting arrangements on its financial position as of the dates indicated:


							Gross Amount
							Not Offset in the
							Consolidated
							Balance Sheets
	Gross Amount		Gross Amount		Net Amount
	Recognized in the		Offset in the		Presented in the
	Consolidated		Consolidated		Consolidated		Cash Collateral
(dollars in thousands)	Balance Sheets		Balance Sheets		Balance Sheets		Pledged (Received)		Net Amount
June 30, 2024
Derivative assets:
Interest rate swaps − Company ⁽¹⁾	$	2,387	$	—	$	2,387	$	(2,720)	$	(333)
Interest rate swaps − dealer bank ⁽¹⁾		6,773		—		6,773		(4,620)		2,153
To-be-announced mortgage backed securities		—		—		—		—		—
Total	$	9,160	$	—	$	9,160	$	(7,340)	$	1,820
Derivative liabilities:
Interest rate swaps − Company ⁽¹⁾	$	—	$	—	$	—	$	—	$	—
Interest rate swaps − customer ⁽²⁾		6,773		—		6,773		—		6,773
To-be-announced mortgage backed securities		25		—		25		—		25
Total	$	6,798	$	—	$	6,798	$	—	$	6,798

(1)	The Company maintains a master netting agreement with each counterparty and settles collateral on a net basis for all interest rate swaps with counterparty banks.

(2)	The Company manages its net exposure on its customer loan swaps by obtaining collateral as part of the normal loan policy and underwriting practices. The Company does not post collateral to its customers as part of its contract.

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							Gross Amount
							Not Offset in the
							Consolidated
							Balance Sheets
	Gross Amount		Gross Amount		Net Amount
	Recognized in the		Offset in the		Presented in the
	Consolidated		Consolidated		Consolidated		Cash Collateral
(dollars in thousands)	Balance Sheets		Balance Sheets		Balance Sheets		Pledged (Received)		Net Amount
December 31, 2023
Derivative assets:
Interest rate swaps − Company ⁽¹⁾	$	—	$	—	$	—	$	—	$	—
Interest rate swaps − dealer bank ⁽¹⁾		8,327		—		8,327		(1,740)		6,587
To-be-announced mortgage backed securities		—		—		—		—		—
Total	$	8,327	$	—	$	8,327	$	(1,740)	$	6,587
Derivative liabilities:
Interest rate swaps − Company ⁽¹⁾	$	649	$	—	$	649	$	550	$	99
Interest rate swaps − customer ⁽²⁾		8,348	$	—		8,348		—		8,348
To-be-announced mortgage backed securities		183		—		183		—		183
Total	$	9,180	$	—	$	9,180	$	550	$	8,630

(1)	The Company maintains a master netting agreement with each counterparty and settles collateral on a net basis for all interest rate swaps with counterparty banks.

(2)	The Company manages its net exposure on its customer loan swaps by obtaining collateral as part of the normal loan policy and underwriting practices. The Company does not post collateral to its customers as part of its contract.

NOTE 20 Regulatory Matters

The Company and the Bank are 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 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 that, at June 30, 2024 and December 31, 2023, each of the Company and the Bank had met all of the capital adequacy requirements to which it was subject.

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The following tables present the Company’s and the Bank’s actual capital amounts and ratios as of June 30, 2024 and December 31, 2023:


	June 30, 2024
									Minimum to be
					Minimum Required				Well Capitalized
					for Capital				Under Prompt
	Actual				Adequacy Purposes				Corrective Action ⁽¹⁾
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
Common equity tier 1 capital to risk weighted assets
Consolidated ⁽¹⁾	$	391,268	11.66	%	$	150,986	4.50	%	$	N/A	N/A
Bank		375,208	11.23	%		150,305	4.50	%		217,108	6.50	%
Tier 1 capital to risk weighted assets										.
Consolidated ⁽¹⁾		400,281	11.93	%		201,315	6.00	%		N/A	N/A
Bank		375,208	11.23	%		200,407	6.00	%		267,209	8.00	%
Total capital to risk weighted assets
Consolidated ⁽¹⁾		492,264	14.67	%		268,420	8.00	%		N/A	N/A
Bank		417,004	12.48	%		267,209	8.00	%		334,012	10.00	%
Tier 1 capital to average assets
Consolidated ⁽¹⁾		400,281	9.44	%		169,612	4.00	%		N/A	N/A
Bank		375,208	9.05	%		165,909	4.00	%		207,386	5.00	%

(1)	“Minimum to be Well Capitalized Under Prompt Corrective Action” is not formally defined under applicable banking regulations for bank holding companies.


	December 31, 2023
									Minimum to be
					Minimum Required				Well Capitalized
					for Capital				Under Prompt
	Actual				Adequacy Purposes				Corrective Action ⁽¹⁾
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
Common equity tier 1 capital to risk weighted assets
Consolidated ⁽¹⁾	$	382,578	11.82	%	$	145,605	4.50	%	$	N/A	N/A
Bank		367,445	11.40	%		145,101	4.50	%		209,590	6.50	%
Tier 1 capital to risk weighted assets										.
Consolidated ⁽¹⁾		391,534	12.10	%		194,139	6.00	%		N/A	N/A
Bank		367,445	11.40	%		193,468	6.00	%		257,957	8.00	%
Total capital to risk weighted assets
Consolidated ⁽¹⁾		477,590	14.76	%		258,853	8.00	%		N/A	N/A
Bank		403,501	12.51	%		257,957	8.00	%		322,446	10.00	%
Tier 1 capital to average assets
Consolidated ⁽¹⁾		391,534	10.57	%		148,111	4.00	%		N/A	N/A
Bank		367,445	9.92	%		148,186	4.00	%		185,232	5.00	%

(1)	“Minimum to be Well Capitalized Under Prompt Corrective Action” is not formally defined under applicable banking regulations for bank holding companies.

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 include 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. As of June 30, 2024, the capital 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, 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 June 30, 2024 and December 31, 2023, the Company was in compliance with the aforementioned guidelines.

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NOTE 21 Other Comprehensive Income (Loss)

The following tables present a reconciliation of the changes in the components of other comprehensive income and loss for the periods indicated, including the amount of tax (expense) benefit allocated to each component:


	For the Three Months Ended
	June 30, 2024						June 30, 2023
			Tax						Tax
	Pre-Tax		(Expense)		After-Tax		Pre-Tax		(Expense)		After-Tax
(dollars in thousands)	Amount		Benefit		Amount		Amount		Benefit		Amount
Debt Securities:
Change in fair value	$	(1,153)	$	290	$	(863)	$	(9,636)	$	2,419	$	(7,217)
Less: reclassification adjustment from amortization of securities transferred from AFS to HTM ⁽¹⁾		68		(17)		51		84		(21)		63
Less: reclassification adjustment for net realized losses ⁽²⁾		—		—		—		—		—		—
Net change		(1,221)		307		(914)		(9,720)		2,440		(7,280)
Cash Flow Hedges:
Change in fair value		295		(109)		186		—		—		—
Less: reclassified AOCI gain (loss) into interest expense ⁽³⁾		270		(68)		202		—		—		—
Net change		25		(41)		(16)		—		—		—
Other Derivatives:
Change in fair value		164		(7)		157		3,794		(949)		2,845
Less: reclassified AOCI gain (loss) into interest expense ⁽⁴⁾		—		—		—		—		—		—
Net change		164		(7)		157		3,794		(949)		2,845
Other comprehensive income (loss)	$	(1,032)	$	259	$	(773)	$	(5,926)	$	1,491	$	(4,435)

(1)	Reclassified into taxable and/or exempt from federal income taxes interest income on investment securities on the consolidated statements of income. Refer to “NOTE 4 Investment Securities” for further details.

(2)	Reclassified into net gains (losses) on investment securities in the consolidated statements of income. Refer to “NOTE 4 Investment Securities” for further details.

(3)	Reclassified into interest expense on short-term borrowings on the consolidated statements of income. Refer to “NOTE 19 Derivative Instruments” for further details.

(4)	Reclassified into interest income on loans, including fees and/or interest income on taxable investment securities on the consolidated statements of income. Refer to “NOTE 19 Derivative Instruments” for further details.

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	For the Six Months Ended
	June 30, 2024						June 30, 2023
			Tax						Tax
	Pre-Tax		(Expense)		After-Tax		Pre-Tax		(Expense)		After-Tax
(dollars in thousands)	Amount		Benefit		Amount		Amount		Benefit		Amount
Debt Securities:
Change in fair value	$	(4,597)	$	1,154	$	(3,443)	$	(4,708)	$	1,182	$	(3,526)
Less: reclassification adjustment from amortization of securities transferred from AFS to HTM		142		(36)		106		171		(43)		128
Less: reclassification adjustment for net realized losses		—		—		—		—		—		—
Net change		(4,739)		1,190		(3,549)		(4,879)		1,225		(3,654)
Cash Flow Hedges:
Change in fair value		1,241		(685)		556		—		—		—
Less: reclassified AOCI gain (loss) into interest expense ⁽³⁾		532		(134)		398		—		—		—
Net change		709		(551)		158		—		—		—
Other Derivatives:
Change in fair value		2,195		(178)		2,017		2,069		(516)		1,553
Less: reclassified AOCI gain (loss) into interest expense ⁽⁴⁾		—		—		—		—		—		—
Net change		2,195		(178)		2,017		2,069		(516)		1,553
Other comprehensive income (loss)	$	(1,835)	$	461	$	(1,374)	$	(2,810)	$	709	$	(2,101)

(1)	Reclassified into taxable and/or exempt from federal income taxes interest income on investment securities on the consolidated statements of income. Refer to “NOTE 4 Investment Securities” for further details.

(2)	Reclassified into net gains (losses) on investment securities in the consolidated statements of income. Refer to “NOTE 4 Investment Securities” for further details.

(3)	Reclassified into interest expense on short-term borrowings on the consolidated statements of income. Refer to “NOTE 19 Derivative Instruments” for further details.

(4)	Reclassified into interest income on loans, including fees and/or interest income on taxable investment securities on the consolidated statements of income. Refer to “NOTE 19 Derivative Instruments” for further details.


			Net Unrealized		Net Unrealized
	Net Unrealized		Gains (Losses) on		Gains (Losses)
	Gains (Losses) on		Cash Flow		on Other
(dollars in thousands)	Debt Securities ⁽¹⁾		Hedges ⁽¹⁾		Derivatives ⁽¹⁾		AOCI ⁽¹⁾
For the Three Months Ended June 30, 2024
Balance at March 31, 2024	$	(75,793)	$	(63)	$	1,600	$	(74,256)
Other comprehensive income (loss) before reclassifications		(863)		186		157		(520)
Less: Amounts reclassified from AOCI		51		202		—		253
Other comprehensive income (loss)		(914)		(16)		157		(773)
Balance at June 30, 2024	$	(76,707)		(79)		1,757		(75,029)
For the Six Months Ended June 30, 2024
Balance at December 31, 2023	$	(73,158)	$	(237)	$	(260)	$	(73,655)
Other comprehensive income (loss) before reclassifications		(3,443)		556		2,017		(870)
Less: Amounts reclassified from AOCI		106		398		—		504
Other comprehensive income (loss)		(3,549)		158		2,017		(1,374)
Balance at June 30, 2024	$	(76,707)		(79)		1,757		(75,029)

For the Three Months Ended June 30, 2023
Balance at March 31, 2023	$	(94,921)	$	—	$	(1,386)	$	(96,307)
Other comprehensive income (loss) before reclassifications		(7,217)		—		2,845		(4,372)
Less: Amounts reclassified from AOCI		63		—		—		63
Other comprehensive income (loss)		(7,280)		—		2,845		(4,435)
Balance at June 30, 2023	$	(102,201)		—		1,459		(100,742)
For the Six Months Ended June 30, 2023
Balance at December 31, 2022	$	(98,547)	$	—	$	(94)	$	(98,641)
Other comprehensive income (loss) before reclassifications		(3,526)		—		1,553		(1,973)
Less: Amounts reclassified from AOCI		128		—		—		128
Other comprehensive income (loss)		(3,654)		—		1,553		(2,101)
Balance at June 30, 2023	$	(102,201)	$	—	$	1,459	$	(100,742)

(1)	All amounts net of tax.

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NOTE 22 Stock Repurchase Program

On February 18, 2021, the Board of Directors of the Company approved a stock repurchase program, or the Old Stock Repurchase Program, which authorized the Company to repurchase up to 770,000 shares of its common stock subject to certain limitations and conditions. The Old Stock Repurchase Program expired on February 18, 2024.

On December 12, 2023, the Board of Directors of the Company approved a new stock repurchase program, or the New Stock Repurchase Program, which authorizes the Company to repurchase up to 1,000,000 shares of its common stock subject to certain limitations and conditions. The New Stock Repurchase Program became effective February 18, 2024, and will expire on February 18, 2027. On February 18, 2024, the New Stock Repurchase Program replaced and superseded the Old Stock Repurchase Program.

The New Stock Repurchase Program does not obligate the Company to repurchase any shares of its common stock and there is no assurance that the Company will do so. For the six months ended June 30, 2024, there were no shares repurchased under the Old Stock Repurchase Program or the New Stock Repurchase Program. The Company also repurchases shares to pay withholding taxes on the vesting of restricted stock awards and units.

NOTE 23 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 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.

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.

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The following tables present the balances of the assets and liabilities measured at estimated fair value on a recurring basis as of June 30, 2024 and December 31, 2023:


	June 30, 2024
(dollars in thousands)	Level 1		Level 2		Level 3		Total
Trading	$	2,868	$	—	$	—	$	2,868
Available-for-sale
U.S. treasury and government agencies		—		766		—		766
Mortgage backed securities
Residential agency		—		407,788		—		407,788
Commercial		—		1,353		—		1,353
Asset backed securities		—		21		—		21
Corporate bonds		—		49,417		—		49,417
Total available-for-sale investment securities	$	—	$	459,345	$	—	$	459,345
Other assets
Derivatives	$	—	$	9,770	$	—	$	9,770
Other liabilities
Derivatives	$	—	$	6,798	$	—	$	6,798


	December 31, 2023
(dollars in thousands)	Level 1		Level 2		Level 3		Total
Available-for-sale
U.S. treasury and government agencies	$	—	$	1,120	$	—	$	1,120
Mortgage backed securities
Residential agency		—		435,594		—		435,594
Commercial		—		1,353		—		1,353
Asset backed securities		—		25		—		25
Corporate bonds		—		48,644		—		48,644
Total available-for-sale investment securities	$	—	$	486,736	$	—	$	486,736
Other assets
Derivatives	$	—	$	8,512	$	—	$	8,512
Other liabilities
Derivatives	$	—	$	9,180	$	—	$	9,180

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, Trading for Deferred Compensation

The fair value of trading securities for deferred compensation is reported using market quoted prices as such securities and underlying securities are actively traded and no valuation adjustments have been applied and therefore are classified as Level 1.

Investment Securities, Available-for-Sale

Generally, debt securities are valued using pricing for similar securities, recently executed transactions, and other pricing models utilizing observable inputs and therefore are classified as Level 2.

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.

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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.

The estimated fair value of certain assets on a nonrecurring basis as of June 30, 2024 and December 31, 2023 consisted of the following:


	June 30, 2024
(dollars in thousands)	Level 1		Level 2		Level 3		Total
Collateral dependent loans	$	—	$	—	$	16,869	$	16,869
Servicing rights		—		—		2,082		2,082


	December 31, 2023
(dollars in thousands)	Level 1		Level 2		Level 3		Total
Collateral dependent loans	$	—	$	—	$	3,998	$	3,998
Foreclosed assets		—		—		32		32
Servicing rights		—		—		2,062		2,062

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.

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.

The valuation techniques and significant unobservable inputs used to measure Level 3 estimated fair values as of June 30, 2024 and December 31, 2023, were as follows:


			June 30, 2024
(dollars in thousands)							Weighted
Asset Type	Valuation Technique	Unobservable Input	Fair Value		Range		Average
Individually evaluated	Appraisal value	Property specific adjustment	$	16,869	10.0	%	10.0	%
Servicing rights	Discounted cash flows	Prepayment speed assumptions		2,082	82-189		105
		Discount rate			11.1	%	11.1	%


			December 31, 2023
(dollars in thousands)							Weighted
Asset Type	Valuation Technique	Unobservable Input	Fair Value		Range		Average
Individually evaluated	Appraisal value	Property specific adjustment	$	3,998	10.0	%	10.0	%
Foreclosed assets	Appraisal value	Property specific adjustment ⁽¹⁾		32	N/A		N/A
Servicing rights	Discounted cash flows	Prepayment speed assumptions		2,062	85-151		104
		Discount rate			11.1	%	11.1	%

(1)	There were no discounts taken on the collateral that comprises the balance of foreclosed assets as of December 31, 2023.

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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 June 30, 2024 and December 31, 2023, 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.

Investment Securities, Held-to-Maturity

The fair values of debt securities held-to-maturity are based on quoted market prices for the same or similar securities, recently executed transactions and pricing models.

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.

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.

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.

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 values 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.

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


	June 30, 2024
	Carrying		Estimated Fair Value
(dollars in thousands)	Amount		Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents	$	438,141	$	438,141	$	—	$	—	$	438,141
Investment securities held-to-maturity		286,532		—		243,689		—		243,689
Loans, net		2,877,460		—		—		2,753,648		2,753,648
Accrued interest receivable		16,877		16,877		—		—		16,877
Bank-owned life insurance		35,508		—		35,508		—		35,508
Financial Liabilities
Noninterest-bearing deposits	$	701,428	$	—	$	701,428	$	—	$	701,428
Interest-bearing deposits		2,105,802		—		2,105,802		—		2,105,802
Time deposits		491,345		—		496,430		—		496,430
Short-term borrowings		555,000		555,000		—		—		555,000
Long-term debt		59,013		—		58,067		—		58,067
Accrued interest payable		14,947		14,947		—		—		14,947


	December 31, 2023
	Carrying		Estimated Fair Value
(dollars in thousands)	Amount		Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents	$	129,893	$	129,893	$	—	$	—	$	129,893
Investment securities held-to-maturity		299,728		—		258,617		—		258,617
Loans, net		2,723,740		—		—		2,590,535		2,590,535
Accrued interest receivable		15,700		15,700		—		—		15,700
Bank-owned life insurance		33,236		—		33,236		—		33,236
Financial Liabilities
Noninterest-bearing deposits	$	728,082	$	—	$	728,082	$	—	$	728,082
Interest-bearing deposits		1,955,967		—		1,955,967		—		1,955,967
Time deposits		411,562		—		408,910		—		408,910
Short-term borrowings		314,170		314,170		—		—		314,170
Long-term debt		58,956		—		57,437		—		57,437
Accrued interest payable		6,826		6,826		—		—		6,826

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

General

The following discussion explains the Company’s financial condition and results of operations as of and for the three and six months ended June 30, 2024 and 2023. Annualized results for this interim period may not be indicative of results for the full year or future periods. The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes presented elsewhere in this report and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements concerning plans, estimates, calculations, forecasts and projections with respect to the anticipated future performance of 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 the Company makes regarding the Company’s projected growth, anticipated future financial performance, financial condition, credit quality, 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 the Company’s current beliefs, expectations and assumptions regarding the Company’s 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 the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others, the following:

●

interest rate risk, including the effects of sustained high interest rates;

●

the Company’s ability to successfully manage credit risk, including in the commercial real estate portfolio, and maintain an adequate level of allowance for credit losses;

●

new or revised accounting standards;

●

business and economic conditions generally and in the financial services industry, nationally and within the Company’s market areas, including high rates of inflation and possible recession;

●

the effects of recent developments and events in the financial services industry, including the large-scale deposit withdrawals over a short-period of time that resulted in recent bank failures;

●

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

●

concentrations within the Company’s loan portfolio;

●

the level of nonperforming assets on the Company’s balance sheet;

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●

the Company’s ability to implement organic and acquisition growth strategies, including the integration of Metro Phoenix Bank which the Company acquired in 2022 and the pending acquisition of HMNF;

●

the impact of economic or market conditions on the Company’s fee-based services;

●

the Company’s ability to continue to grow the retirement and benefit services business;

●

the Company’s ability to continue to originate a sufficient volume of residential mortgages;

●

the occurrence of fraudulent activity, breaches or failures of the Company’s or the Company’s third party vendors’ information security controls or cybersecurity-related incidents, including as a result of sophisticated attacks using artificial intelligence and similar tools;

●

interruptions involving the Company’s information technology and telecommunications systems or third-party servicers;

●

potential losses incurred in connection with mortgage loan repurchases;

●

the composition of the Company’s executive management team and the Company’s ability to attract and retain key personnel;

●

rapid and expensive technological change in the financial services industry;

●

increased competition in the financial services industry from non-banks such as credit unions and Fintech companies, including digital asset service providers;

●

the Company’s ability to successfully manage liquidity risk, including the Company’s need to access higher cost sources of funds such as fed funds purchased and short-term borrowings;

●

the concentration of large deposits from certain clients, who have balances above current Federal Deposit Insurance Corporation (“FDIC”) insurance limits;

●

the effectiveness of the Company’s risk management framework;

●

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

●

potential impairment to the goodwill the Company recorded in connection with the Company’s past acquisitions, including the acquisition of Metro Phoenix Bank and the pending acquisition of HMNF;

●

the extensive regulatory framework that applies to the Company;

●

the impact of recent and future legislative and regulatory changes, including in response to recent bank failures;

●

fluctuations in the values of the securities held in the Company’s securities portfolio, including as a result of changes in interest rates;

●

governmental monetary, trade and fiscal policies;

●

risks related to climate change and the negative impact it may have on the Company’s customers and their businesses;

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●

severe weather, natural disasters, widespread disease or pandemics;

●

acts of war or terrorism, including the ongoing Israeli-Palestinian conflict and the Russian invasion of Ukraine, or other adverse external events;

●

any material weaknesses in the Company’s internal control over financial reporting;

●

changes to U.S. or state tax laws, regulations and guidance;

●

potential changes in federal policy and at regulatory agencies as a result of the upcoming 2024 presidential election;

●

talent and labor shortages and employee turnover;

●

the Company’s success at managing the risks involved with 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 SEC.

Any forward-looking statement made by the Company in this report is based only on information currently available to the Company and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Overview

The Company is a commercial wealth bank and national retirement services provider headquartered in Grand Forks, North Dakota. Through the Company’s subsidiary, Alerus Financial, National Association, the Company provides financial solutions to businesses and consumers through three distinct business lines—banking, retirement and benefit services, and wealth management. These solutions are delivered through a relationship-oriented primary point of contact along with responsive and client-friendly technology.

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

Critical Accounting Policies

Critical accounting policies are defined as those that are reflective of significant judgements and uncertainties and could potentially result in materially different results under different assumptions and conditions. In preparing the Company’s consolidated financial statements, management is required to make significant estimates and assumptions that affect assets, liabilities, revenues, and expenses reported. Actual results could differ materially from our current estimates as a result of changing conditions and future events. Several estimates are particularly critical and are susceptible to significant near term change, including (i) the ACL, including the ACL on investment securities, loans, and unfunded commitments; (ii) goodwill and intangible assets impairment; and (iii) fair value measurements.

There have been no material changes to the Company’s critical accounting policies from those disclosed within its Annual Report on Form 10-K for the year ended December 31, 2023. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for discussion of the Company’s critical accounting policies.

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Refer to “NOTE 2 Recent Accounting Pronouncements” of the consolidated financial statements for discussion of accounting pronouncements issued but yet to be adopted and implemented.

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

Business Combination

On May 15, 2024, the Company and HMNF jointly announced the signing of a merger agreement pursuant to which the Company will acquire HMNF and its wholly-owned banking subsidiary, Home Federal Savings Bank. Under the terms of the merger agreement, HMNF will merge with and into the Company, and Home Federal Savings Bank will merge with and into the Bank. Under the terms of the merger agreement, HMNF stockholders will receive 1.25 shares of the Company’s common stock for each share of HMNF common stock, which exchange ratio is subject to potential downward adjustment if certain financial metrics of HMNF are not met at closing. The merger is expected to qualify as a tax-free reorganization for HMNF’s stockholders. Upon closing of the transaction, stockholders of HMNF are expected to hold approximately 22.0% of the Company’s outstanding common stock.

Stockholder Dividend

On May 22, 2024, the Board of Directors of the Company declared a quarterly cash dividend of $0.20 per common share. This dividend was paid on July 12, 2024, to stockholders of record at the close of business on June 14, 2024.

Property Sale

On July 1, 2024, the Company entered into a purchase agreement to sell its South Fargo branch in Fargo, North Dakota. The sale of this facility during 2024 is likely, and the Company expects to record a gain on the sale upon closing, since the offer of $5.3 million is greater than the property’s carrying value.

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Operating Results Overview

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


	Three months ended									Six months ended
	June 30,			March 31,			June 30,			June 30,			June 30,
(dollars and shares in thousands, except per share data)	2024			2024			2023			2024			2023
Performance Ratios
Return on average total assets		0.58	%		0.63	%		0.96	%		0.60	%		0.92	%
Return on average common equity		6.76	%		7.04	%		10.14	%		6.90	%		9.66	%
Return on average tangible common equity ⁽¹⁾		9.40	%		9.78	%		13.71	%		9.58	%		13.15	%
Noninterest income as a % of revenue		53.28	%		53.26	%		53.69	%		53.27	%		52.65	%
Net interest margin (taxable-equivalent basis)		2.39	%		2.30	%		2.52	%		2.35	%		2.61	%
Adjusted net interest margin (tax-equivalent basis) ⁽¹⁾		2.57	%		2.44	%		2.52	%		2.50	%		2.61	%
Efficiency ratio ⁽¹⁾		72.50	%		78.88	%		72.79	%		75.56	%		73.67	%
Average equity to average assets		8.59	%		8.87	%		9.52	%		8.74	%		9.53	%
Net charge-offs/(recoveries) to average loans		0.36	%		0.01	%		(0.07)	%		0.19	%		(0.02)	%
Dividend payout ratio		64.52	%		59.38	%		42.22	%		61.90	%		43.53	%
Per Common Share
Earnings (losses) per common share − basic	$	0.31		$	0.32		$	0.45		$	0.64		$	0.86
Earnings (losses) per common share − diluted	$	0.31		$	0.32		$	0.45		$	0.63		$	0.85
Dividends declared per common share	$	0.20		$	0.19		$	0.19		$	0.39		$	0.37
Book value per common share	$	18.87		$	18.79		$	17.96
Tangible book value per common share ⁽¹⁾	$	15.77		$	15.63		$	14.60
Average common shares outstanding − basic		19,777			19,739			20,033			19,758			20,030
Average common shares outstanding − diluted		20,050			19,986			20,241			20,018			20,243
Other Data
Retirement and benefit services assets under administration/management	$	39,389,533		$	38,488,523		$	35,052,652
Wealth management assets under administration/management	$	4,172,290		$	4,242,408		$	3,857,710
Mortgage originations	$	109,254		$	54,101		$	111,261		$	163,355		$	188,989

(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						Six months ended
	June 30,		March 31,		June 30,		June 30,		June 30,
(dollars in thousands)	2024		2024		2023		2024		2023
Selected Average Balance Sheet Data
Loans	$	2,837,232	$	2,768,514	$	2,482,413	$	2,802,873	$	2,469,853
Investment securities		756,413		775,305		1,007,792		765,859		1,020,967
Assets		4,297,294		4,139,054		3,785,487		4,218,443		3,788,494
Deposits		3,230,699		3,163,565		2,940,216		3,197,133		2,936,638
Fed funds purchased and Bank Term Funding Program		366,186		282,614		360,033		324,400		325,303
FHLB short-term advances		200,000		200,000		—		200,000		39,779
Long-term debt		58,999		58,971		58,886		58,985		58,872
Stockholders’ equity		369,217		367,249		360,216		368,501		361,032

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	June 30,		March 31,		December 31,		June 30,
(dollars in thousands)	2024		2024		2023		2023
Selected Period End Balance Sheet Data
Loans	$	2,915,792	$	2,799,475	$	2,759,583	$	2,533,522
Allowance for credit losses on loans		(38,332)		(36,584)		(35,843)		(35,696)
Investment securities		748,745		768,757		786,251		985,870
Assets		4,358,623		4,338,093		3,907,713		3,832,978
Deposits		3,298,575		3,284,969		3,095,611		2,852,855
Long-term debt		59,013		58,985		58,956		58,900
Total stockholders’ equity		373,226		371,635		369,127		357,685


	Three months ended						Six months ended
	June 30,		March 31,		June 30,		June 30,		June 30,
(dollars in thousands)	2024		2024		2023		2024		2023
Selected Income Statement Data
Net interest income	$	24,001	$	22,219	$	22,234	$	46,220	$	45,892
Provision for credit losses		4,489		—		—		4,489		550
Noninterest income		27,371		25,323		25,778		52,694		51,031
Noninterest expense		38,752		39,019		36,373		77,771		74,242
Income before income taxes		8,131		8,523		11,639		16,654		22,131
Income tax expense		1,923		2,091		2,535		4,014		4,841
Net income	$	6,208	$	6,432	$	9,104	$	12,640	$	17,290

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

In addition to the results presented in accordance with GAAP, the Company routinely supplements its 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, adjusted tangible common equity to tangible assets, tangible book value per common share, return on average tangible common equity, efficiency ratio, net interest margin (tax-equivalent), and adjusted net interest margin (tax-equivalent). 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 less goodwill and other intangible assets; (ii) adjusted tangible common equity as total common stockholders’ equity less goodwill, other intangible assets, and cash proceeds from BTFP; (iii) tangible book value per common share as tangible common equity divided by shares of common stock outstanding; (iv) tangible assets as total assets, less goodwill and other intangible assets; (v) return on average tangible common equity as net income adjusted for intangible amortization net of tax, divided by average tangible common equity; (vi) efficiency ratio as noninterest expense less intangible amortization expense, divided by net interest income plus noninterest income plus a tax-equivalent adjustment; and (vii) adjusted net interest margin (tax equivalent) as net interest income less cash interest income and interest expense related to BTFP, adjusted for tax equivalent related to loans and securities, and adjust interest earning assets less average cash proceeds balance from BTFP.

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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 as of and for the periods indicated:


	June 30,			March 31,			December 31,			June 30,
(dollars and shares in thousands, except per share data)	2024			2024			2023			2023
Tangible common equity to tangible assets
Total common stockholders’ equity	$	373,226		$	371,635		$	369,127		$	357,685
Less: Goodwill		46,783			46,783			46,783			47,087
Less: Other intangible assets		14,510			15,834			17,158			19,806
Tangible common equity (a)		311,933			309,018			305,186			290,792
Total assets		4,358,623			4,338,093			3,907,713			3,832,978
Less: Goodwill		46,783			46,783			46,783			47,087
Less: Other intangible assets		14,510			15,834			17,158			19,806
Tangible assets (b)		4,297,330			4,275,476			3,843,772			3,766,085
Tangible common equity to tangible assets (a)/(b)		7.26	%		7.23	%		7.94	%		7.72	%
Adjusted Tangible Common Equity to Tangible Assets
Tangible assets (b)	$	4,297,330		$	4,275,476		$	3,843,772		$	3,766,085
Less: Cash proceeds from BTFP		355,000			355,000			—			—
Adjusted tangible assets (c)		3,942,330			3,920,476			3,843,772			3,766,085
Adjusted tangible common equity to tangible assets (a)/(c)		7.91	%		7.88	%		7.94	%		7.72	%
Tangible book value per common share
Total common stockholders’ equity	$	373,226		$	371,635		$	369,127		$	357,685
Less: Goodwill		46,783			46,783			46,783			47,087
Less: Other intangible assets		14,510			15,834			17,158			19,806
Tangible common equity (d)		311,933			309,018			305,186			290,792
Total common shares issued and outstanding (e)		19,778			19,777			19,734			19,915
Tangible book value per common share (d)/(e)	$	15.77		$	15.63		$	15.46		$	14.60

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	Three months ended									Six months ended
	June 30,			March 31,			June 30,			June 30,			June 30,
(dollars and shares in thousands, except per share data)	2024			2024			2023			2024			2023
Return on average tangible common equity
Net income	$	6,208		$	6,432		$	9,104		$	12,640		$	17,290
Add: Intangible amortization expense (net of tax)		1,046			1,046			1,046			2,092			2,092
Net income, excluding intangible amortization (f)		7,254			7,478			10,150			14,732			19,382
Average total equity		369,217			367,249			360,216			368,501			361,032
Less: Average goodwill		46,783			46,783			47,087			46,783			47,087
Less: Average other intangible assets (net of tax)		11,969			13,018			16,153			12,494			16,678
Average tangible common equity (g)		310,466			307,448			296,976			309,224			297,267
Return on average tangible common equity (f)/(g)		9.40	%		9.78	%		13.71	%		9.58	%		13.15	%
Efficiency ratio
Noninterest expense	$	38,752		$	39,019		$	36,373		$	77,771		$	74,242
Less: Intangible amortization expense		1,324			1,324			1,324			2,648			2,648
Adjusted noninterest expense (h)		37,428			37,695			35,049			75,123			71,594
Net interest income		24,001			22,219			22,234			46,220			45,892
Noninterest income		27,371			25,323			25,778			52,694			51,031
Tax-equivalent adjustment		255			247			140			502			265
Total tax-equivalent revenue (i)		51,627			47,789			48,152			99,416			97,188
Efficiency ratio (h)/(i)		72.50	%		78.88	%		72.79	%		75.56	%		73.67	%
Adjusted Net Interest Margin (Tax-Equivalent)
Net interest income	$	24,001		$	22,219		$	22,234		$	46,220		$	45,892
Less: BTFP cash interest income		4,766			3,615			—			8,381			—
Add: BTFP interest expense		4,307			3,266			—			7,573			—
Net interest income excluding BTFP impact		23,542			21,870			22,234			45,412			45,892
Add: Tax equivalent adjustment for loans and securities		255			247			140			502			265
Adjusted net interest income (j)	$	23,797		$	22,117		$	22,374		$	45,914		$	46,157
Interest earning assets		4,075,003			3,921,530			3,564,883			3,998,265			3,566,136
Less: Average cash proceeds balance from BTFP		355,000			269,176			—			312,088			—
Adjusted interest earning assets (k)	$	3,720,003		$	3,652,354		$	3,564,883		$	3,686,177		$	3,566,136
Adjusted net interest margin (tax-equivalent) (j)/(k)		2.57	%		2.44	%		2.52	%		2.50	%		2.61	%

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Discussion and Analysis of Results of Operations

Net Income

Net income for the three months ended June 30, 2024, was $6.2 million, or $0.31 per diluted common share, a $2.9 million, or 31.8%, decrease compared to $9.1 million, or $0.45 per diluted common share, for the three months ended June 30, 2023. Earnings for the second quarter of 2024 compared to the second quarter of 2023 decreased primarily due to a $4.5 million increase in provision for credit losses and $2.4 million increase in noninterest expense. This negative result was partially offset by a $1.8 million increase in net interest income and $1.6 million increase in noninterest income.

Net income for the six months ended June 30, 2024, was $12.6 million, or $0.63 per diluted common share, a $4.7 million, or 26.9%, decrease compared to $17.3 million, or $0.85 per diluted common share, for the six months ended June 30, 2023. Earnings for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 decreased primarily due to a $3.9 million increase in provision for credit losses and $3.5 million increase in noninterest expense. This negative result was partially offset by a $1.7 million increase in noninterest income.

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 six months ended June 30, 2024 and 2023.

Net interest income for the three months ended June 30, 2024 was $24.0 million, an increase of $1.8 million, or 7.9%, compared to $22.2 million for the three months ended June 30, 2023. Net interest income for the second quarter of 2024 increased compared to the second quarter of 2023 primarily due to a $12.7 million increase in interest income, as interest earning assets increased $510.1 million while the average interest earning asset yield increased 71 basis points. This was partially offset by the increasing cost of interest-bearing liabilities as interest expense increased $10.9 million, mainly driven by an increase of 88 basis points in the average rate paid on interest-bearing liabilities. In addition, the average balance of interest-bearing liabilities increased $579.8 million. The increase in interest earning assets was primarily due to organic loan growth and increased cash balances from deposit growth and BTFP borrowings. The increase in interest-bearing liabilities was due to core deposit growth, a shift from noninterest-bearing deposits to interest-bearing deposits and BTFP borrowings.

Net interest income for the six months ended June 30, 2024 was $46.2 million, an increase of $0.3 million, or 0.7%, compared to $45.9 million for the six months ended June 30, 2023. Net interest income for the first six months of 2024 increased compared to the first six months of 2023 primarily due to a $23.9 million increase in interest income, as average interest earning assets increased $432.1 million while the average interest earning asset yield increased 73 basis points. This was partially offset by the increasing cost of interest-bearing liabilities as interest expense increased $23.6 million, mainly driven by an increase of 110 basis points in the average rate paid on interest-bearing liabilities. In addition, the average balance of interest-bearing liabilities increased $517.9 million. The increase in interest earning assets was primarily due to organic loan growth and increased cash balances from deposit growth and BTFP borrowings. The increase in interest-bearing liabilities was due to core deposit growth, a shift from noninterest-bearing deposits to interest-bearing deposits and BTFP borrowings.

Net interest margin (on a tax-equivalent basis) for the three months ended June 30, 2024 was 2.39%, compared to 2.52% for the same period in 2023. The decrease in net interest margin (on a tax-equivalent basis) was mainly attributable to higher earning assets at lower yields resulting from the BTFP funding as those proceeds are held at the Federal Reserve Bank. Adjusted net interest margin (on a tax-equivalent basis) (non-GAAP), which excludes BTFP borrowings, was 2.57% for the second quarter of 2024, a 5 basis point increase from 2.52% for the second quarter of 2023.

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The high target federal funds interest rate continues to pressure funding costs. However, the Company anticipates that net interest income and net interest margin (on an adjusted tax equivalent basis) will continue to recover in future periods as interest earning assets reprice at higher rates and the increases in deposit costs slow.

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The following table presents average balance sheet information, interest income, interest expense and the corresponding average yields on assets, average yields earned, and rates paid for the three and six months ended June 30, 2024 and 2023. The Company derived these yields and rates by dividing income or expense by the average balance of the corresponding assets or liabilities. The Company derived average balances from the daily balances throughout the periods indicated. Average loan balances include loans that have been placed on nonaccrual status, 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 fully taxable equivalent (“FTE”) basis.


	Three months ended June 30,
	2024						2023
			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	$	448,245	$	5,991	5.38	%	$	36,418	$	363	4.00	%
Investment securities ⁽¹⁾		756,413		5,059	2.69			1,007,792		6,360	2.53
Loans held for sale		16,473		365	8.91			14,536		189	5.22
Loans
Commercial and industrial		578,544		10,628	7.39			516,943		8,925	6.92
CRE − Construction, land and development		126,744		2,524	8.01			87,905		1,629	7.43
CRE − Multifamily		243,076		3,335	5.52			191,100		2,453	5.15
CRE − Non-owner occupied		617,338		9,056	5.90			473,728		6,127	5.19
CRE − Owner occupied		283,754		3,856	5.47			252,320		3,081	4.90
Agricultural − Land		40,932		480	4.72			39,679		479	4.84
Agricultural − Production		38,004		632	6.69			28,415		458	6.47
RRE − First lien		694,866		7,023	4.07			665,519		6,155	3.71
RRE − Construction		21,225		284	5.38			32,769		393	4.81
RRE − HELOC		123,233		2,543	8.30			120,344		2,390	7.97
RRE − Junior lien		36,181		594	6.60			35,932		510	5.69
Other consumer		33,335		553	6.67			37,759		568	6.03
Total loans ⁽¹⁾		2,837,232		41,508	5.88			2,482,413		33,168	5.36
Federal Reserve/FHLB Stock		16,640		353	8.53			23,724		399	6.75
Total interest earning assets		4,075,003		53,276	5.26			3,564,883		40,479	4.55
Noninterest earning assets		222,291						220,604
Total assets	$	4,297,294					$	3,785,487
Interest-Bearing Liabilities
Interest-bearing demand deposits	$	959,119	$	5,338	2.24	%	$	775,818	$	2,431	1.26	%
Money market and savings deposits		1,147,525		10,824	3.79			1,145,335		8,033	2.81
Time deposits		458,125		5,122	4.50			270,121		2,214	3.29
Fed funds purchased and Bank Term Funding Program		366,186		4,463	4.90			360,033		4,763	5.31
FHLB short-term advances		200,000		2,589	5.21			—		—	—
Long-term debt		58,999		684	4.66			58,886		665	4.53
Total interest-bearing liabilities		3,189,954		29,020	3.66			2,610,193		18,106	2.78
Noninterest-Bearing Liabilities and Stockholders' Equity
Noninterest-bearing deposits		665,930						748,942
Other noninterest-bearing liabilities		72,193						66,136
Stockholders’ equity		369,217						360,216
Total liabilities and stockholders’ equity	$	4,297,294					$	3,785,487
Net interest income on FTE basis ⁽¹⁾			$	24,256					$	22,373
Net interest rate spread on FTE basis ⁽¹⁾					1.60	%					1.77	%
Net interest margin on FTE basis ⁽¹⁾					2.39	%					2.52	%

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

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	Six months ended June 30,
	2024						2023
			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	$	400,141	$	10,656	5.36	%	$	39,167	$	697	3.59	%
Investment securities ⁽¹⁾		765,859		9,847	2.59			1,020,967		12,552	2.48
Loans held for sale		12,743		492	7.76			12,452		316	5.12
Loans
Commercial and industrial		571,334		20,391	7.18			524,500		16,913	6.50
CRE − Construction, land and development		127,165		5,073	8.02			95,460		3,297	6.96
CRE − Multifamily		246,794		6,796	5.54			151,740		3,871	5.14
CRE − Non-owner occupied		590,946		17,129	5.83			492,174		12,325	5.05
CRE − Owner occupied		281,459		7,576	5.41			251,669		6,162	4.94
Agricultural − Land		40,621		956	4.73			38,773		908	4.72
Agricultural − Production		36,668		1,193	6.54			27,848		865	6.26
RRE − First lien		698,311		14,024	4.04			659,636		12,109	3.70
RRE − Construction		21,392		564	5.30			33,911		826	4.91
RRE − HELOC		121,095		4,999	8.30			118,459		4,602	7.83
RRE − Junior lien		36,003		1,162	6.49			34,557		959	5.60
Other consumer		31,085		1,015	6.57			41,126		1,211	5.94
Total loans ⁽¹⁾		2,802,873		80,878	5.80			2,469,853		64,048	5.23
Federal Reserve/FHLB Stock		16,649		690	8.33			23,697		801	6.82
Total interest earning assets		3,998,265		102,563	5.16			3,566,136		78,414	4.43
Noninterest earning assets		220,178						222,358
Total assets	$	4,218,443					$	3,788,494
Interest-Bearing Liabilities
Interest-bearing demand deposits	$	914,090	$	9,587	2.11	%	$	761,319	$	4,025	1.07	%
Money market and savings deposits		1,167,213		21,941	3.78			1,155,247		14,265	2.49
Time deposits		444,902		9,909	4.48			251,145		3,492	2.80
Fed funds purchased and Bank Term Funding Program		324,400		7,971	4.94			325,303		8,231	5.10
FHLB short-term advances		200,000		5,071	5.10			39,779		926	4.69
Long-term debt		58,985		1,362	4.64			58,872		1,318	4.51
Total interest-bearing liabilities		3,109,590		55,841	3.61			2,591,665		32,257	2.51
Noninterest-Bearing Liabilities and Stockholders' Equity
Noninterest-bearing deposits		670,928						768,927
Other noninterest-bearing liabilities		69,424						66,870
Stockholders’ equity		368,501						361,032
Total liabilities and stockholders’ equity	$	4,218,443					$	3,788,494
Net interest income on FTE basis ⁽¹⁾			$	46,722					$	46,157
Net interest rate spread on FTE basis ⁽¹⁾					1.55	%					1.92	%
Net interest margin on FTE basis ⁽¹⁾					2.35	%					2.61	%

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

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Interest Rates and Operating Interest Differential

Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest earning assets and interest-bearing liabilities, as well as changes in average interest rates. The following table shows the effect that these factors had on the interest earned on interest earning assets and the interest incurred on interest-bearing liabilities. The effect of changes in volume is determined by multiplying the change in volume by the previous period’s average rate. Similarly, the effect of rate changes is calculated by multiplying the change in average rate by the previous period’s volume.


	Three Months Ended June 30, 2024						Six months ended June 30, 2024
	Compared with						Compared with
	Three Months Ended June 30, 2023						Six months ended June 30, 2023
	Change due to:				Interest		Change due to:				Interest
(tax-equivalent basis, dollars in thousands)	Volume		Rate		Variance		Volume		Rate		Variance
Interest earning assets
Interest-bearing deposits with banks	$	4,096	$	1,532	$	5,628	$	6,444	$	3,515	$	9,959
Investment securities		(1,581)		280		(1,301)		(3,146)		441		(2,705)
Loans held for sale		25		151		176		7		169		176
Loans
Commercial and industrial		1,138		565		1,703		1,514		1,964		3,478
CRE − Construction, land and development		497		398		895		1,097		679		1,776
CRE − Multifamily		671		211		882		2,430		495		2,925
CRE − Non-owner occupied		1,750		1,179		2,929		2,480		2,324		4,804
CRE − Owner occupied		506		269		775		732		682		1,414
Agricultural − Land		20		(19)		1		43		5		48
Agricultural − Production		88		86		174		275		53		328
RRE − First lien		351		517		868		712		1,203		1,915
RRE − Construction		(229)		120		(109)		(306)		44		(262)
RRE − HELOC		41		112		153		103		294		397
RRE − Junior lien		4		80		84		40		163		203
Other consumer		(59)		44		(15)		(297)		101		(196)
Total loans		4,778		3,562		8,340		8,823		8,007		16,830
Federal Reserve/FHLB Stock		(119)		73		(46)		(239)		128		(111)
Total interest income		7,199		5,598		12,797		11,889		12,260		24,149
Interest-bearing liabilities
Interest-bearing demand deposits		574		2,333		2,907		813		4,749		5,562
Money market and savings deposits		15		2,776		2,791		148		7,528		7,676
Time deposits		1,538		1,370		2,908		2,698		3,719		6,417
Fed funds purchased and Bank Term Funding Program		81		(381)		(300)		(23)		(237)		(260)
FHLB short-term advances		—		2,589		2,589		3,737		408		4,145
Long-term debt		1		18		19		3		41		44
Total interest expense		2,209		8,705		10,914		7,376		16,208		23,584
Change in net interest income	$	4,990	$	(3,107)	$	1,883	$	4,513	$	(3,948)	$	565

Provision for Credit Losses

The provision for credit losses was made up of the following components for the periods presented:


	Three months ended				Six months ended
	June 30,				June 30,
(dollars in thousands)	2024		2023		2024		2023
Provision (recovery) for loan losses	$	4,270	$	191	$	5,069	$	460
Provision (recovery) for credit losses on unfunded commitments		275		(186)		(518)		44
Provision (recovery) for HTM debt securities		(56)		(5)		(62)		46
Provision for credit losses	$	4,489	$	—	$	4,489	$	550

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The Company recorded a provision for credit losses of $4.5 million for the second quarter of 2024, compared to no provision for the second quarter of 2023. The increase in the provision for credit losses was primarily driven by loan growth, as well as an increased reserve related to a $21.5 million construction, land and development loan which moved to nonaccrual status during the second quarter of 2024.

Noninterest Income

The Company’s noninterest income is generated from retirement and benefit services, wealth management, mortgage banking, and other general banking services.

The following table presents the Company’s noninterest income for the three and six months ended June 30, 2024 and 2023:


	Three months ended						Six months ended
	June 30,						June 30,
(dollars in thousands)	2024			2023			2024			2023
Retirement and benefit services	$	16,078		$	15,890		$	31,733		$	31,372
Wealth management		6,360			5,449			12,477			10,644
Mortgage banking		2,554			2,905			4,224			4,622
Service charges on deposit accounts		456			311			845			612
Other		1,923			1,223			3,415			3,781
Total noninterest income	$	27,371		$	25,778		$	52,694		$	51,031
Noninterest income as a % of revenue		53.28	%		53.69	%		53.27	%		52.65	%

Total noninterest income for the three months ended June 30, 2024 was $27.4 million, a $1.6 million, or 6.2%, increase compared to $25.8 million for the three months ended June 30, 2023. The increase in noninterest income was primarily driven by an increase of $0.9 million in wealth management revenue due to assets under administration/management growth, primarily driven by improved equity and bond markets, and an increase of $0.7 million in other noninterest income due to client swap fees in the second quarter of 2024. This increase was partially offset by a $0.4 million decrease in mortgage revenue, primarily due to timing differences related to the mortgage pipeline hedging.

Total noninterest income for the six months ended June 30, 2024 was $52.7 million, a $1.7 million, or 3.3%, increase compared to $51.0 million for the six months ended June 30, 2023. The increase in noninterest income was primarily driven by increases of $1.8 million in wealth management revenue and $0.4 million in retirement and benefit services revenue due to assets under administration/management growth, primarily driven by improved equity and bond markets. This increase was partially offset by a $0.4 million decrease in mortgage revenue, primarily due to a decrease in mortgage origination volume and timing differences related to the mortgage pipeline hedging.

The Company anticipates that noninterest income will continue to be significantly adversely affected in future periods if interest rates remain high and inflationary pressure continues. These factors have adversely affected mortgage originations and mortgage banking revenue in recent periods.

See “NOTE 17 Segment Reporting” of the consolidated financial statements for additional discussion regarding the Company’s business lines.

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Noninterest Expense

The following table presents noninterest expense for the three and six months ended June 30, 2024 and 2023:


	Three months ended				Six months ended
	June 30,				June 30,
(dollars in thousands)	2024		2023		2024		2023
Compensation	$	20,265	$	18,847	$	39,597	$	38,005
Employee taxes and benefits		5,134		4,724		11,322		10,577
Occupancy and equipment expense		1,815		1,837		3,722		3,736
Business services, software and technology expense		4,599		5,269		9,944		10,593
Intangible amortization expense		1,324		1,324		2,648		2,648
Professional fees and assessments		2,373		1,530		4,366		2,682
Marketing and business development		651		665		1,436		1,389
Supplies and postage		370		406		898		866
Travel		332		306		624		554
Mortgage and lending expenses		467		215		908		712
Other		1,422		1,250		2,306		2,480
Total noninterest expense	$	38,752	$	36,373	$	77,771	$	74,242

Total noninterest expense for the three months ended June 30, 2024 was $38.8 million, a $2.4 million, or 6.5%, increase compared to $36.4 million for the three months ended June 30, 2023. The year over year increase was primarily driven by higher compensation expenses due to labor costs and higher professional fees and assessments due to increased merger-related expenses in connection with the pending acquisition of HMNF and an increase in FDIC assessments.

Total noninterest expense for the six months ended June 30, 2024 was $77.8 million, a $3.5 million, or 4.8%, increase compared to $74.2 million for the six months ended June 30, 2023. The increase was primarily driven by increases of $1.7 million in professional fees and assessments, $1.6 million in compensation, and $0.7 million in employee taxes and benefits. The increase in professional fees and assessments was primarily due to increased merger-related expenses in connection with the pending acquisition of HMNF and an increase in FDIC assessments. The increase in compensation expense was primarily due to rising labor costs. The increase in employee taxes and benefits was primarily due to increased payroll taxes. These increases were partially offset by a $0.6 million decrease in business services, software and technology expense primarily due to reduced core processing and computer supplies expenses.

Income Tax Expense

Income tax expense is an estimate based on the amount the Company expects to owe the applicable 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 the Company’s tax position. If the final resolution of taxes payable differs from the Company’s estimates due to regulatory determination or legislative or judicial actions, adjustments to tax expense may be required.

For the three months ended June 30, 2024, the Company recognized income tax expense of $1.9 million on $8.1 million of pre-tax income, resulting in an effective tax rate of 23.7%, compared to income tax expense of $2.5 million on $11.6 million of pre-tax income for the three months ended June 30, 2023, resulting in an effective tax rate of 21.8%.

For the six months ended June 30, 2024, the Company recognized income tax expense of $4.0 million on $16.7 million of pre-tax income, resulting in an effective tax rate of 24.1%, compared to income tax expense of $4.8 million on $22.1 million of pre-tax income for the six months ended June 30, 2023, resulting in an effective tax rate of 21.9%.

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Financial Condition

Overview

Total assets were $4.4 billion as of June 30, 2024, an increase of $450.9 million, or 11.5%, compared to December 31, 2023. The increase was primarily due to a $308.2 million increase in cash and cash equivalents and a $156.2 million increase in loans, partially offset by a decrease of $37.5 million in investment securities. The increase in cash and cash equivalents was primarily driven by the net proceeds from BTFP borrowings.

Investment Securities

The following table presents the fair value composition of the Company’s investment securities portfolio as of June 30, 2024 and December 31, 2023:


	June 30, 2024				December 31, 2023
			Percent of				Percent of
(dollars in thousands)	Balance		Portfolio		Balance		Portfolio
Available-for-sale
U.S. Treasury and agencies	$	766	0.1	%	$	1,120	0.2	%
Mortgage backed securities
Residential agency		407,788	58.1			435,594	58.4
Commercial		1,353	0.2			1,353	0.2
Asset backed securities		21	—			25	—
Corporate bonds		49,417	7.0			48,644	6.5
Total available-for-sale investment securities		459,345	65.4			486,736	65.3
Held-to-maturity
Obligations of state and political agencies		109,953	15.6			116,990	15.7
Mortgage backed securities
Residential agency		133,736	19.0			141,627	19.0
Total held-to-maturity investment securities		243,689	34.6			258,617	34.7
Total investment securities	$	703,034	100.0	%	$	745,353	100.0	%

The composition of the Company’s investment securities portfolio reflects the Company’s 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.

The investment securities presented in the following table are reported at fair value and by contractual maturity as of June 30, 2024. 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

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collateralized mortgage obligations receive monthly principal payments, which are not reflected below. The yields below are calculated on a tax-equivalent basis, assuming a 21.0% income tax rate.


	Maturity as of June 30, 2024
	One year or less				One to five years				Five to ten years				After ten years
	Fair		Average		Fair		Average		Fair		Average		Fair		Average
(dollars in thousands)	Value		Yield		Value		Yield		Value		Yield		Value		Yield
Available-for-sale
U.S. Treasury and agencies	$	—	—	%	$	401	5.87	%	$	—	—	%	$	365	5.94	%
Mortgage backed securities
Residential agency		6	2.81			2,746	2.48			3,811	3.10			401,225	1.70
Commercial		—	—			1,353	2.40			—	—			—	—
Asset backed securities		—	—			—	—			4	4.37			17	5.03
Corporate bonds		—	—			—	—			49,417	3.69			—	—
Total available-for-sale investment securities		6	2.81			4,500	2.75			53,232	3.65			401,607	1.71
Held-to-maturity
Obligations of state and political agencies		7,823	1.15			46,779	1.49			45,159	2.06			10,192	2.22
Mortgage backed securities
Residential agency		—	—			—	—			—	—			133,736	2.20
Total held-to-maturity investment securities		7,823	1.15			46,779	1.49			45,159	2.06			143,928	2.20
Total investment securities	$	7,829	1.15	%	$	51,279	1.60	%	$	98,391	2.92	%	$	545,535	1.84	%

Loans

The loan portfolio represents a broad range of borrowers comprised of commercial and industrial, real estate construction, commercial real estate (“CRE”), residential real estate, and other revolving and installment loans.

Total loans outstanding were $2.9 billion as of June 30, 2024, an increase of $156.2 million, or 5.7%, from December 31, 2023. The increase was primarily driven by a $78.4 million increase in non-owner occupied CRE loans, a $37.7 million increase in construction, land and development CRE loans, and a $29.6 million increase in commercial and industrial loans, partially offset by $11.6 million and $6.4 million decreases in residential real estate first lien and residential real estate construction loans, respectively.

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The Company’s loan portfolio is highly diversified. As of June 30, 2024, approximately 20.3% of loans outstanding were commercial and industrial, 45.8% of loans outstanding were CRE, 2.8 % were agricultural, and 31.1% of loans outstanding were consumer.


	June 30, 2024				December 31, 2023
			Percent of				Percent of
(dollars in thousands)	Balance		Portfolio		Balance		Portfolio
Commercial and industrial:
General business	$	288,752	10.0	%	$	258,008	9.3	%
Services		140,562	4.8			146,318	5.3
Retail trade		91,173	3.1			91,216	3.3
Manufacturing		71,292	2.4			66,638	2.4
Total commercial and industrial		591,779	20.3			562,180	20.3
Commercial real estate:
Construction, land and development		161,751	5.5			124,034	4.5
Multifamily		242,041	8.3			245,103	8.9
Non-owner occupied
Office		108,082	3.7			124,684	4.5
Industrial		111,603	3.8			104,241	3.8
Retail		112,626	3.9			96,578	3.5
Hotel		112,081	3.8			80,576	2.9
Medical office		110,736	3.8			63,788	2.3
Medical or nursing facility		46,215	1.6			47,625	1.7
Other commercial real estate		46,433	1.7			51,862	1.9
Total non-owner occupied		647,776	22.3			569,354	20.6
Owner occupied		283,356	9.7			271,623	9.8
Total commercial real estate		1,334,924	45.8			1,210,114	43.8
Agricultural:
Land		41,410	1.4			40,832	1.5
Production		40,549	1.4			36,141	1.3
Total agricultural		81,959	2.8			76,973	2.8
Consumer
RRE − First lien		686,286	23.6			697,900	25.3
RRE − Construction		22,573	0.8			28,979	1.1
RRE − HELOC		126,211	4.3			118,315	4.3
RRE − Junior lien		36,323	1.2			35,819	1.3
Other consumer		35,737	1.2			29,303	1.1
Total consumer		907,130	31.1			910,316	33.1
Total loans	$	2,915,792	100.0	%	$	2,759,583	100.0	%

Despite headwinds from a higher interest rate environment and competition in the Company’s market areas, the Company anticipates continued loan growth in 2024 for the commercial and industrial and CRE loan portfolios as a result of recently added production talent.

Commercial and industrial loans represent loans for working capital, purchases of equipment and other needs of commercial customers primarily located within the Bank’s geographical footprint. These loans are underwritten individually and represent ongoing relationships based on a thorough knowledge of the customer, the customer’s industry and the customer’s market. While commercial loans are generally secured by the customer’s assets, including real property, inventory, accounts receivable, operating equipment and other property, and may also include personal guarantees of the owners and related parties, the primary source of repayment of the loans is the ongoing cash flow from operations of the customer’s business. In addition, revolving lines of credit are generally governed by a borrowing base. Inherent lending risks are monitored on a continuous basis through interim reporting, covenant testing and annual underwriting.

CRE loans consist of term loans secured by a mortgage lien on real property and include both owner occupied CRE loans as well as non-owner occupied loans. Non-owner occupied CRE loans consist of mortgage loans to finance investments in real property that may include, but are not limited to, multi-family, industrial, office, retail and other specific use properties as well as CRE construction loans that are offered to builders and developers generally within the Bank’s geographical footprint. The primary risk characteristics in the non-owner occupied portfolio include impacts of overall leasing rates, absorption timelines, levels of vacancy rates and operating expenses. The Company requires collateral values in excess of the loan amounts, cash flows in excess of expected debt service requirements and equity

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investment in the project. The expected cash flows from all significant new or renewed income producing property commitments are stress tested to reflect the risks in varying interest rates, vacancy rates and rental rates. Inherent lending risks are monitored on a continuous basis through quarterly monitoring and the Bank’s annual underwriting process, incorporating an analysis of cash flow, collateral, market conditions and guarantor liquidity, if applicable. CRE loan policies are specific to individual product types and underwriting parameters vary depending on the risk profile of each asset class. CRE loan policies are reviewed no less than semi-annually by management and approved by the Bank’s Board of Directors to ensure they align with current market conditions and the Bank’s moderate risk appetite. Construction loans are monitored monthly and includes on-site inspections. Management reviews all construction loans quarterly to ensure projects are on time and within budget. CRE concentration limits have been established by product type and are monitored quarterly by the Bank’s Credit Governance Committee and Bank Board of Directors.

CRE loans may be adversely affected by conditions in the real estate markets or in the general economy. The Company does not monitor the CRE portfolio for attributes such as loan-to-value ratios, occupancy rates or net operating income, as these characteristics are assessed and evaluated on an individual loan basis. Portfolio stress testing is completed based on property type and takes into consideration changes to net operating income and capitalization rates. The Company does not have exposure to the office building sector in central business districts as the office portfolio is generally diversified in suburban markets with strong occupancy levels.

The following table presents the geographical markets of the collateral related to non-owner occupied and multifamily CRE loans for the periods presented:


	June 30, 2024				December 31, 2023
			Percent of				Percent of
(dollars in thousands)	Balance		Total		Balance		Total
Geographical Market:
Minnesota	$	412,907	46.4	%	$	394,754	48.5	%
North Dakota		211,959	23.8	%		214,884	26.4	%
Arizona		156,154	17.5	%		139,450	17.1	%
Texas		21,892	2.5	%		—	—	%
Missouri		16,864	1.9	%		15,969	2.0	%
Kansas		15,247	1.7	%		4,343	0.5	%
Oregon		14,895	1.7	%		14,953	1.8	%
South Dakota		14,661	1.6	%		14,790	1.8	%
Other		25,238	2.8	%		15,314	1.9	%
Total non-owner occupied commercial real estate loans	$	889,817	100.0	%	$	814,457	100.0	%

The Bank does not currently monitor owner occupied CRE loans based on geographical markets, as the primary source of repayment for these loans is predicated on the cash flow from the underlying operating entity. These loans are generally located within the Company’s geographical footprint.

Highly competitive conditions continue to prevail in the small- and middle-market commercial segments in which the Company primarily operates. The Company maintains a commitment to generating growth in the Company’s business portfolio in a manner that adheres to its twin goals of maintaining strong asset quality and producing profitable margins. The Company continues to invest in additional personnel, technology and business development resources to further strengthen its capabilities.

Agricultural loans include loans secured by farmland and loans for agricultural production. Farmland includes purposes such as crop and livestock production. Farmland loans are typically written with amortizing payment structures. Collateral values for farmland are determined based upon appraisals and evaluations in accordance with established policy guidelines and maximum loan-to-value ratios at origination are governed by established policy and regulatory guidelines. Agricultural production loans are for the purpose of financing working capital and/or capital investment for agriculture production activities. Collateral generally consists of pledges of business assets including, but not limited to, accounts receivable, inventory, plant and equipment, and/or real estate in applicable. Agricultural production loans are primarily paid by the operating cash flow of the borrower. Agricultural production loans may be secured or unsecured.

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Residential real estate, or “RRE”, 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. RRE 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, or “HELOC”, consist mainly of revolving lines of credit secured by residential real estate.

Other consumer loans include loans made to individuals not secured by real estate, including loans secured by automobiles or watercraft, and personal unsecured loans.

The Company originates both fixed and adjustable rate residential real estate loans conforming to the underwriting guidelines of the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation, as well as home equity loans and lines of credit that are secured by first or junior liens. Most of the Company’s fixed rate residential loans, along with some of the Company’s adjustable rate mortgages are sold to other financial institutions with which the Company has established a correspondent lending relationship.

The Company’s RRE loans have minimal direct exposure to subprime mortgages as the loans are underwritten to conform to secondary market standards. As of June 30, 2024, the Company’s RRE portfolio was $871.4 million, representing a $9.6 million, or 1.1%, decrease from $881.0 million as of December 31, 2023. Market interest rates, expected duration, and the Company’s overall interest rate sensitivity profile continue to be the most significant factors in determining whether the Company chooses to retain versus sell portions of new consumer mortgage originations.

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The following table presents the maturities and types of interest rates for the loan portfolio as of June 30, 2024:


	June 30, 2024
			After one		After five
	One year		but within		but within		After
(dollars in thousands)	or less		five years		fifteen years		fifteen years		Total
Commercial
Commercial and industrial	$	135,722	$	263,866	$	192,191	$	—	$	591,779
Commercial real estate
Construction, land and development		21,778		128,440		9,072		2,461		161,751
Multifamily		20,399		132,743		87,802		1,097		242,041
Non-owner occupied		67,686		367,001		190,163		22,926		647,776
Owner occupied		26,519		159,110		76,224		21,503		283,356
Total commercial real estate		136,382		787,294		363,261		47,987		1,334,924
Agricultural		—		—		—		—		—
Land		612		10,835		10,665		19,298		41,410
Production		21,925		14,955		3,669		—		40,549
Total agricultural		22,537		25,790		14,334		19,298		81,959
Total commercial		294,641		1,076,950		569,786		67,285		2,008,662
Consumer
Residential real estate
First lien		3,952		29,987		41,000		611,347		686,286
Construction		2,272		1,099		—		19,202		22,573
HELOC		4,278		16,277		14,075		91,581		126,211
Junior lien		4,124		5,588		17,461		9,150		36,323
Total residential real estate		14,626		52,951		72,536		731,280		871,393
Other consumer		13,703		19,597		2,437		—		35,737
Total consumer		28,329		72,548		74,973		731,280		907,130
Total loans	$	322,970	$	1,149,498	$	644,759	$	798,565	$	2,915,792
Loans with fixed interest rates:
Commercial
Commercial and industrial	$	15,822	$	205,256	$	75,563	$	—	$	296,641
Commercial real estate
Construction, land and development		10,822		46,369		187		—		57,378
Multifamily		17,236		83,650		66,093		1,097		168,076
Non-owner occupied		55,528		219,833		117,227		447		393,035
Owner occupied		18,246		127,641		34,430		—		180,317
Total commercial real estate		101,832		477,493		217,937		1,544		798,806
Agricultural
Land		612		10,714		10,593		19,298		41,217
Production		1,150		14,316		2,848		—		18,314
Total agricultural		1,762		25,030		13,441		19,298		59,531
Total commercial		119,416		707,779		306,941		20,842		1,154,978
Consumer
Residential real estate
First lien		3,693		27,596		34,396		388,593		454,278
Construction		1,193		1,007		—		14,522		16,722
HELOC		25		2,174		8,331		4,977		15,507
Junior lien		2,367		4,168		13,754		9,150		29,439
Total residential real estate		7,278		34,945		56,481		417,242		515,946
Other consumer		1,714		15,332		2,437		—		19,483
Total consumer		8,992		50,277		58,918		417,242		535,429
Total loans with fixed interest rates	$	128,408	$	758,056	$	365,859	$	438,084	$	1,690,407
Loans with floating interest rates:
Commercial
Commercial and industrial	$	119,900	$	58,610	$	116,628	$	—	$	295,138
Commercial real estate
Construction, land and development		10,956		82,071		8,885		2,461		104,373
Multifamily		3,163		49,093		21,709		—		73,965
Non-owner occupied		12,158		147,168		72,936		22,479		254,741
Owner occupied		8,273		31,469		41,794		21,503		103,039
Total commercial real estate		34,550		309,801		145,324		46,443		536,118
Agricultural
Land		—		121		72		—		193
Production		20,775		639		821		—		22,235
Total agricultural		20,775		760		893		—		22,428
Total commercial		175,225		369,171		262,845		46,443		853,684
Consumer
Residential real estate
First lien		259		2,391		6,604		222,754		232,008
Construction		1,079		92		—		4,680		5,851
HELOC		4,253		14,103		5,744		86,604		110,704
Junior lien		1,757		1,420		3,707		—		6,884
Total residential real estate		7,348		18,006		16,055		314,038		355,447
Other consumer		11,989		4,265		—		—		16,254
Total consumer		19,337		22,271		16,055		314,038		371,701
Total loans with floating interest rates	$	194,562	$	391,442	$	278,900	$	360,481	$	1,225,385

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The expected life of the Company’s 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.

Asset Quality

The Company’s 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. The Company strives to identify potential problem loans early, take necessary charge-offs promptly, and maintain adequate reserve levels for credit losses inherent in the portfolio. Management performs ongoing, internal reviews of any problem credits and continually assesses the adequacy of the allowance. The Company utilized 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 categories include special mention, substandard, and doubtful risk ratings. See “NOTE 5 Loans and Allowance for Credit Losses” of the consolidated financial statements for a definition of each of the risk ratings.

The table below presents criticized loans outstanding by loan portfolio segment as of June 30, 2024 and December 31, 2023:


	June 30,			December 31,
(dollars in thousands)	2024			2023
Commercial
Commercial and industrial	$	19,933		$	29,840
Commercial real estate
Construction, land and development		21,475			20,667
Multifamily		13,188			310
Non-owner occupied		20,248			1,018
Owner occupied		9,405			7,842
Total commercial real estate		64,316			29,837
Agricultural
Land		2,470			—
Production		1,347			—
Total agricultural		3,817			—
Total commercial		88,066			59,677
Consumer
Residential real estate
First lien		625			105
Construction		—			—
HELOC		163			—
Junior lien		119			1,781
Total residential real estate		907			1,886
Other consumer		—			—
Total consumer		907			1,886
Total loans	$	88,973		$	61,563
Criticized loans as a percent of total loans		3.05	%		2.23	%

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The following table presents information regarding nonperforming assets as of June 30, 2024 and December 31, 2023:


	June 30,			December 31,
(dollars in thousands)	2024			2023
Nonaccrual loans	$	27,618		$	8,596
Accruing loans 90+ days past due		—			139
Total nonperforming loans		27,618			8,735
OREO and repossessed assets		—			32
Total nonperforming assets		27,618			8,767
Total restructured accruing loans		—			—
Total nonperforming assets and restructured accruing loans	$	27,618		$	8,767
Nonperforming loans to total loans		0.95	%		0.32	%
Nonperforming assets to total assets		0.63	%		0.22	%
ACL on loans to nonperforming loans		139	%		410	%

The increase in nonperforming assets was driven by one previously identified construction, land and development loan of $21.5 million moving to nonaccrual status.

Interest income lost on nonaccrual loans approximated $839 thousand and $101 thousand for the six months ended June 30, 2024 and 2023, respectively. There was no interest income included in net interest income related to nonaccrual loans for the six months ended June 30, 2024 and 2023.

Allowance for Credit Losses

The allowance for credit losses, or ACL, on loans is maintained at a level management believes is sufficient to absorb expected losses in the loan portfolio over the remaining estimated life of loans in the portfolio. Under the Current Expected Credit Loss accounting standard, the ACL is a valuation estimated at each balance sheet date and deducted from the amortized cost basis of loans held for investment to present the net amount expected to be collected. 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.

Management estimates the ACL using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical loss experience provides the basis for estimation of expected credit losses. Adjustments to historical loss information are made for differences in the current loan-specific risk characteristics such as different underwriting standards, portfolio mix, delinquency level, or life of the loan, as well as changes in environmental conditions, levels of economic activity, unemployment rates, property values and other relevant factors. The calculation also contemplates that the Company may not be able to make or obtain such forecasts for the entire life of the financial assets and requires a reversion to historical loss information.

Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. The ACL on individually evaluated loans is recognized on the basis of the present value of expected future cash flows discounted at the effective interest rate, the fair value of collateral adjusted of estimated costs to sell, or observable market price as of the relevant date.

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The following table presents information concerning the components of the ACL for the periods presented:


	At or for the						At or for the
	three months ended						six months ended
	June 30,						June 30,
(dollars in thousands)	2024			2023			2024			2023
ACL on loans at the beginning of the period	$	36,584		$	35,102		$	35,843		$	31,146
Adoption of ASC 326		—			—			—			3,857
(Credit) provision for loan losses		4,270			191			5,069			460
Net charge-offs (recoveries) ⁽¹⁾
Commercial and industrial		2,611			(353)			2,652			(234)
CRE − Construction, land and development		—			—			—			—
CRE − Multifamily		—			—			—			—
CRE − Non-owner occupied		—			—			—			—
CRE − Owner occupied		(9)			(11)			9			(22)
Agricultural − Land		—			(1)			—			(1)
Agricultural − Production		—			—			—			—
RRE − First lien		—			—			—			(2)
RRE − Construction		—			—			—			—
RRE − HELOC		—			—			—			(3)
RRE − Junior lien		(71)			(46)			(71)			28
Other consumer		(9)			8			(10)			1
Total net charge-offs (recoveries)		2,522			(403)			2,580			(233)
ACL on loans at the end of the period		38,332			35,696			38,332			35,696
Components of ACL:
ACL on HTM debt securities		151			218			151			218
ACL on loans		38,332			35,696			38,332			35,696
ACL on off-balance sheet credit exposures		6,882			5,202			6,882			5,202
ACL at end of the period		45,365			41,116			45,365			41,116
Total loans	$	2,915,792		$	2,533,522		$	2,915,792		$	2,533,522
Average total loans		2,837,232			2,482,413			2,802,873			2,469,853
ACL on loans to total loans		1.31	%		1.41	%		1.31	%		1.41	%
ACL on loans to nonaccrual loans		138.79	%		1,598.57	%		138.79	%		1,598.57	%
ACL on loans to nonperforming loans		138.79	%		1,383.57	%		138.79	%		1,383.57	%
Net charge-offs/(recoveries) to average total loans (annualized)		0.36	%		(0.07)	%		0.19	%		(0.02)	%

(1)	Additional information related to net charge-offs (recoveries) is presented in the following table for the periods indicated:

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	Three months ended
	June 30,
									Net Charge-offs
	Total		Total		Net Charge-offs		Average		(Recoveries) to
(dollars in thousands)	Charge-offs		Recoveries		(Recoveries)		Loans		Average Loans
2024:
Commercial
Commercial and industrial	$	2,730	$	119	$	2,611	$	578,544	1.82	%
Commercial real estate
Construction, land and development		—		—		—		126,744	—
Multifamily		—		—		—		243,076	—
Non-owner occupied		—		—		—		617,338	—
Owner occupied		—		9		(9)		283,754	(0.01)
Total commercial real estate		—		9		(9)		1,270,912	—
Agricultural
Land		—		—		—		40,932	—
Production		—		—		—		38,004	—
Total agricultural		—		—		—		78,936	—
Total commercial		2,730		128		2,602		1,928,392	0.54
Consumer
Residential real estate
First lien		—		—		—		694,866	—
Construction		—		—		—		21,225	—
HELOC		—		—		—		123,233	—
Junior lien		3		74		(71)		36,181	(0.79)
Total residential real estate		3		74		(71)		875,505	(0.03)
Other consumer		1		10		(9)		33,335	(0.11)
Total consumer		4		84		(80)		908,840	(0.04)
Total loans	$	2,734	$	212	$	2,522	$	2,837,232	0.36	%
2023:
Commercial
Commercial and industrial	$	85	$	438	$	(353)	$	516,943	(0.27)	%
Commercial real estate
Construction, land and development		—		—		—		87,905	—
Multifamily		—		—		—		191,100	—
Non-owner occupied		—		—		—		473,728	—
Owner occupied		—		11		(11)		252,320	(0.02)
Total commercial real estate		—		11		(11)		1,005,053	—
Agricultural
Land		—		1		(1)		39,679	(0.01)
Production		—		—		—		28,415	—
Total agricultural		—		1		(1)		68,094	(0.01)
Total commercial		85		450		(365)		1,590,090	(0.09)
Consumer
Residential real estate
First lien		—		—		—		665,518	—
Construction		—		—		—		32,769	—
HELOC		—		—		—		120,344	—
Junior lien		—		46		(46)		35,932	(0.51)
Total residential real estate		—		46		(46)		854,563	(0.02)
Other consumer		23		15		8		37,759	0.08
Total consumer		23		61		(38)		892,322	(0.02)
Total loans	$	108	$	511	$	(403)	$	2,482,412	(0.07)	%

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	Six months ended
	June 30,
									Net Charge-offs
	Total		Total		Net Charge-offs		Average		(Recoveries) to
(dollars in thousands)	Charge-offs		Recoveries		(Recoveries)		Loans		Average Loans
2024:
Commercial
Commercial and industrial	$	2,894	$	242	$	2,652	$	571,334	0.93	%
Commercial real estate
Construction, land and development		—		—		—		127,165	—
Multifamily		—		—		—		246,794	—
Non-owner occupied		—		—		—		590,946	—
Owner occupied		29		20		9		281,459	0.01
Total commercial real estate		29		20		9		1,246,364	—
Agricultural
Land		—		—		—		40,621	—
Production		—		—		—		36,668	—
Total agricultural		—		—		—		77,289	—
Total commercial		2,923		262		2,661		1,894,987	0.28
Consumer
Residential real estate
First lien		—		—		—		698,311	—
Construction		—		—		—		21,392	—
HELOC		—		—		—		121,095	—
Junior lien		3		74		(71)		36,003	(0.40)
Total residential real estate		3		74		(71)		876,801	(0.02)
Other consumer		13		23		(10)		31,085	(0.06)
Total consumer		16		97		(81)		907,886	(0.02)
Total loans	$	2,939	$	359	$	2,580	$	2,802,873	0.19	%
2023:
Commercial
Commercial and industrial	$	260	$	494	$	(234)	$	524,500	(0.09)	%
Commercial real estate
Construction, land and development		—		—		—		95,460	—
Multifamily		—		—		—		151,740	—
Non-owner occupied		—		—		—		492,174	—
Owner occupied		—		22		(22)		251,669	(0.02)
Total commercial real estate		—		22		(22)		991,043	—
Agricultural
Land		—		1		(1)		38,773	(0.01)
Production		—		—		—		27,848	—
Total agricultural		—		1		(1)		66,621	—
Total commercial		260		517		(257)		1,582,164	(0.03)
Consumer
Residential real estate
First lien		—		2		(2)		659,636	—
Construction		—		—		—		33,911	—
HELOC		—		3		(3)		118,460	(0.01)
Junior lien		77		49		28		34,557	0.16
Total residential real estate		77		54		23		846,564	0.01
Other consumer		28		27		1		41,126	—
Total consumer		105		81		24		887,690	0.01
Total loans	$	365	$	598	$	(233)	$	2,469,854	(0.02)	%

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The following table presents the allocation of the ACL on loans as of the dates presented:


	June 30, 2024				December 31, 2023
			Percentage				Percentage
	Allocated		of loans to		Allocated		of loans to
(dollars in thousands)	Allowance		total loans		Allowance		total loans
Commercial and industrial	$	6,234	20.3	%	$	9,705	20.4	%
CRE − Construction, land and development		10,820	5.5			6,135	4.5
CRE − Multifamily		2,430	8.3			1,776	8.9
CRE − Non-owner occupied		8,772	22.3			7,726	20.5
CRE − Owner occupied		2,280	9.7			2,449	9.8
Agricultural − Land		259	1.4			96	1.5
Agricultural − Production		185	1.4			84	1.3
RRE − First lien		5,366	23.6			6,087	25.3
RRE − Construction		458	0.8			485	1.1
RRE − HELOC		886	4.3			835	4.3
RRE − Junior lien		314	1.2			264	1.3
Other consumer		328	1.2			201	1.1
Total loans	$	38,332	100.0	%	$	35,843	100.0	%

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In the ordinary course of business, the Company enters 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. An ACL on off-balance sheet credit exposures is measured using similar internal and external assumptions as the ACL on loans. This allowance is located in accrued expenses and other liabilities on the consolidated balance sheets. The ACL for unfunded commitments was $6.9 million and $5.2 million as of June 30, 2024 and 2023, respectively.

Deposits

Deposit inflows and outflows are influenced by prevailing market interest rates, competition, local and economic conditions, and fluctuations in the Company’s customers’ own liquidity needs and may also be influenced by recent developments in the financial services industry, including the large-scale deposit withdrawals over a short period of time that resulted in recent bank failures.

Total deposits were $3.3 billion as of June 30, 2024, an increase of $203.0 million, or 6.6%, from December 31, 2023. Interest-bearing deposits increased $229.6 million during this period, while noninterest-bearing deposits decreased $26.7 million. The increase in total deposits was due to both expanded and new commercial deposit relationships, along with time deposit and synergistic deposit growth. Noninterest-bearing deposits decreased from 23.5% of total deposits as of December 31, 2023 to 21.3% as of June 30, 2024, as higher yields on interest-bearing accounts and other investment alternatives, such as U.S. treasuries, attracted such funds. Time deposit balances increased as higher short-term CD rates attracted both existing non-maturity deposits as well as new deposits to the Company.

The following table presents the composition of the Company’s deposit portfolio as of June 30, 2024 and December 31, 2023:


	June 30, 2024				December 31, 2023
			Percent of				Percent of		Change
(dollars in thousands)	Balance		Portfolio		Balance		Portfolio		Amount		Percent
Noninterest-bearing demand	$	701,428	21.3	%	$	728,082	23.5	%	$	(26,654)	(3.7)	%
Interest-bearing demand		1,003,585	30.4			840,711	27.2			162,874	19.4
Money market and savings		1,102,217	33.4			1,115,256	36.0			(13,039)	(1.2)
Time deposits		491,345	14.9			411,562	13.3			79,783	19.4
Total deposits	$	3,298,575	100.0	%	$	3,095,611	100.0	%	$	202,964	6.6	%

The following table presents the average balances and rates of the Company’s deposit portfolio for the three months ended June 30, 2024 and 2023:


	Three months ended June 30,
	2024				2023
	Average		Average		Average		Average
(dollars in thousands)	Balance		Rate		Balance		Rate
Noninterest-bearing demand	$	670,928	—	%	$	768,927	—	%
Interest-bearing demand		914,090	2.24			761,319	1.26
Money market and savings		1,167,213	3.79			1,155,247	2.81
Time deposits		444,902	4.50			251,145	3.29
Total deposits	$	3,197,133	2.68	%	$	2,936,638	1.73	%

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The following table presents the contractual maturity of time deposits, including certificate of deposit account registry services and IRA deposits of $250,000 and over, that were outstanding as of June 30, 2024:


	June 30,
(dollars in thousands)	2024
Maturing in:
3 months or less	$	126,211
3 months to 6 months		44,144
6 months to 1 year		13,625
1 year or greater		6,834
Total	$	190,814

The Company’s total uninsured deposits, which are amounts of deposit accounts that exceed the FDIC insurance limit, currently $250,000, were approximately $1.2 billion at June 30, 2024, and approximately $1.1 billion at December 31, 2023. These amounts were estimated based on the same methodologies used for regulatory reporting purposes.

Borrowings

Borrowings as of June 30, 2024 and December 31, 2023 were as follows:


	June 30, 2024				December 31, 2023
			Percent of				Percent of
(dollars in thousands)	Balance		Portfolio		Balance		Portfolio
Fed funds purchased	$	—	—	%	$	114,170	30.6	%
Bank Term Funding Program ⁽¹⁾		355,000	57.8			—	—
FHLB Short-term advances		200,000	32.6			200,000	53.6
Subordinated notes		50,000	8.1			50,000	13.4
Junior subordinated debentures		9,013	1.5			8,956	2.4
Total borrowed funds	$	614,013	100.0	%	$	373,126	100.0	%

(1)

In the first quarter of 2024, the Company borrowed $355.0 million from BTFP for a period of up to one year at a fixed rate of 4.88%. Under the program, the Company may prepay these borrowings at any time without penalty and the borrowings are secured by the Company’s pledged collateral of investment securities.

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 $4.1 million, or 1.1%, to $373.2 million as of June 30, 2024, compared to $369.1 million as of December 31, 2023. Tangible common equity to tangible assets, a non-GAAP financial measure, decreased to 7.26% as of June 30, 2024, from 7.94% as of December 31, 2023. Common equity tier 1 capital to risk weighted assets decreased to 11.80% as of June 30, 2024, from 11.82% as of December 31, 2023.

The Company strives to maintain an adequate capital base to support the Company’s 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 the Company’s balance sheet, recognizing that unexpected loss is the common denominator of risk, and that common equity has the greatest capacity to absorb unexpected loss.

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The Company is 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 the Company’s 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. The Company has consistently maintained regulatory capital ratios at or above the well-capitalized standards.

At June 30, 2024 and December 31, 2023, the Company met all the capital adequacy requirements to which the Company was subject. The table below presents the Company’s and the Bank’s regulatory capital ratios and the Company’s tangible common equity to tangible assets ratio as of June 30, 2024 and December 31, 2023:


	June 30,		December 31,
Capital Ratios	2024		2023
Alerus Financial Corporation Consolidated
Common equity tier 1 capital to risk weighted assets	11.80	%	11.82	%
Tier 1 capital to risk weighted assets	12.07	%	12.10	%
Total capital to risk weighted assets	14.85	%	14.76	%
Tier 1 capital to average assets	9.60	%	10.57	%
Tangible common equity to tangible assets ⁽¹⁾	7.26	%	7.94	%

Alerus Financial, National Association
Common equity tier 1 capital to risk weighted assets	11.23	%	11.40	%
Tier 1 capital to risk weighted assets	11.23	%	11.40	%
Total capital to risk weighted assets	12.48	%	12.51	%
Tier 1 capital to average assets	9.05	%	9.92	%

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

The regulatory capital ratios for the Company and the Bank, as of June 30, 2024, as shown in the above table, were at levels above the regulatory minimums to be considered “well capitalized.” See “NOTE 20 Regulatory Matters” of the consolidated financial statements for additional information.

Off-Balance Sheet Arrangements

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of the Company’s 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.

A summary of the contractual amounts of the Company’s exposure to off-balance sheet agreements as of June 30, 2024 and December 31, 2023, was as follows:


	June 30,		December 31,
(dollars in thousands)	2024		2023
Commitments to extend credit	$	925,260	$	942,413
Standby letters of credit		15,853		10,045
Total	$	941,113	$	952,458

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Liquidity

Liquidity management is the process by which the Company manages the flow of funds necessary to meet the Company’s 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 the Company’s operations, and capital expenditures. Liquidity is monitored and closely managed by the Company’s 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 the Company has 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 June 30, 2024, the Company had on balance sheet liquidity of $678.0 million, compared to $668.2 million as of December 31, 2023. On balance sheet liquidity includes cash and cash equivalents, federal funds sold, unencumbered securities available-for-sale, and over collateralized securities pledging positions available-for-sale.

As of June 30, 2024, the Company had off balance sheet liquidity of $1.9 billion, compared to $1.6 billion as of December 31, 2023. Off balance sheet liquidity includes FHLB borrowing capacity, federal funds lines, and brokered deposit capacity.

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. Actual borrowing capacity is contingent on the amount of collateral available to be pledged to the FHLB. As of June 30, 2024, the Company had no federal funds purchased and $200.0 million in short-term borrowings from the FHLB. As of June 30, 2024, the Company had $1.7 billion of collateral pledged to the FHLB and, based on this collateral, the Company was eligible to borrow up to an additional $878.5 million from the FHLB. In addition, the Company can borrow up to $107.0 million through the unsecured lines of credit the Company has established with four other correspondent banks.

In addition, because the Bank is “well capitalized,” the Company can accept wholesale deposits up to 20.0% of total assets based on current policy limits, or $871.7 million, as of June 30, 2024. Management believed that the Company had adequate resources to fund all of the Company’s commitments as of June 30, 2024 and December 31, 2023.

The Company’s primary sources of liquidity include liquid assets, as well as unencumbered securities that can be used to collateralize additional funding.

Though remote, the possibility of a funding crisis exists at all financial institutions. The economic impact of the recent rise in inflation and rising interest rates could place increased demand on the Company’s liquidity if the Company experiences significant credit deterioration and as the Company meets borrowers’ needs. 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 the Company 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. The Company seeks 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 the Company’s 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.

Management regularly reviews the Company’s 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 the Company’s loan portfolio, investment portfolio, as well as embedded options and cash flows of other assets and liabilities. The balance sheet composition and size are assumed to remain static in the simulation modeling process. The analysis provides a framework as to what the Company’s overall sensitivity position is as of the Company’s most recent reported position and the impact that potential changes in interest rates may have on net interest income and the economic value of the Company’s 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 the Company’s net interest income as of June 30, 2024 and December 31, 2023, assuming immediate parallel moves in interest rates, is presented in the table below:


	June 30, 2024				December 31, 2023
	Following		Following		Following		Following
	12 months		24 months		12 months		24 months
+400 basis points	1.6	%	5.8	%	1.0	%	2.4	%
+300 basis points	1.0	%	4.0	%	0.5	%	1.4	%
+200 basis points	1.1	%	3.3	%	0.3	%	0.9	%
+100 basis points	0.7	%	1.9	%	0.4	%	0.9	%
−100 basis points	0.6	%	−2.3	%	−1.0	%	−1.7	%
−200 basis points	1.0	%	−4.9	%	−2.3	%	−4.1	%
−300 basis points	1.2	%	−8.2	%	−4.1	%	−7.2	%
−400 basis points	3.6	%	−8.2	%	−5.0	%	−7.6	%

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 an 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 June 30, 2024 and December 31, 2023, assuming immediate parallel shifts in interest rates:


	June 30,		December 31,
	2024		2023
+400 basis points	−9.6	%	−15.5	%
+300 basis points	−7.8	%	−12.6	%
+200 basis points	−4.1	%	−7.7	%
+100 basis points	−1.5	%	−3.1	%
−100 basis points	0.6	%	1.6	%
−200 basis points	0.3	%	2.0	%
−300 basis points	−1.6	%	−0.3	%
−400 basis points	−5.1	%	−5.6	%

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 the Company’s 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 the Company 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 the Company’s 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 the President and Chief Executive Officer, the Chief Financial Officer, and the Chief Accounting Officer have evaluated the effectiveness of the Company’s “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, the President and Chief Executive Officer, the Chief Financial Officer and the Chief Accounting 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, its Chief Financial Officer and its Chief Accounting 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 the Company or any of its subsidiaries are a party or to which the Company's property is the subject.

Item 1A – Risk Factors

Other than as set forth below, there have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2024.

Risks Related to the Proposed Merger

Litigation may be Filed Against Alerus or HMN Financial, Inc. (or their Respective Boards of Directors) that Could Prevent or Delay the Consummation of the Merger or Result in the Payment of Damages Following Consummation of the Merger.

It is possible that, in connection with the merger of HMN Financial, Inc. (“HMNF”) with and into Alerus, stockholders may file demands or putative class action lawsuits against Alerus or HMNF (or their respective boards of directors). Two purported stockholders of HMNF have sent demand letters to HMNF, alleging that the joint proxy statement/prospectus filed by Alerus omitted certain material information regarding the merger and

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threatening litigation. Among other remedies, these stockholders could seek financial damages or to enjoin the merger. The outcome of any such litigation is uncertain. Additionally, one of the conditions to the closing of the merger is that there must be no order, injunction, decree, statute, rule, regulation or other legal restraint or prohibition preventing or making illegal the consummation of the merger or any of the other transactions contemplated by the merger agreement. If a dismissal is not granted or a settlement is not reached and any plaintiff were successful in obtaining an injunction prohibiting Alerus or HMNF from completing the merger or any of the other transactions contemplated by the merger agreement between Alerus and HMNF (the “merger agreement”), then such injunction may delay or prevent the effectiveness of the merger and could result in significant costs to Alerus or HMNF, including any cost associated with the indemnification of directors and officers of each company. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is consummated may adversely affect the combined company’s business, financial condition, results of operations and cash flows and the market price of the combined company.

Issuance of Shares of Alerus Common Stock Pursuant to the Merger Agreement May Adversely Affect the Market Price of Alerus Common Stock.

Pursuant to the merger agreement, Alerus expects to issue approximately 5,578,194 shares of Alerus common stock to HMNF stockholders, which estimate does not include outstanding restricted stock awards and stock options of HMNF that will become fully vested and exercisable immediately prior to the effective time as a result of the merger. The dilution caused by the issuance of a large number of new shares of Alerus common stock may result in fluctuations in the market price of Alerus common stock, including a potential stock price decrease.

Alerus May Fail to Realize the Anticipated Benefits of the Merger.

Alerus and HMNF have operated and, until the consummation of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend on, among other things, Alerus’ ability to combine the businesses of Alerus and HMNF in a manner that permits growth opportunities, including, among other things, enhanced revenues and revenue synergies, an expanded market reach and operating efficiencies, and does not materially disrupt the existing customer relationships of Alerus or HMNF nor result in decreased revenues due to any loss of customers. If Alerus is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could have an adverse effect on the surviving corporation’s business, financial condition, operating results, prospects and stock price.

While individuals employed by HMNF or Home Federal Savings Bank, the wholly-owned banking subsidiary of HMNF, immediately prior to the effective time will automatically become employees of Alerus or Alerus Financial following the merger, certain employees may not be retained by Alerus after the merger. In addition, certain employees that Alerus wishes to retain may elect to terminate their employment as a result of the merger, which could delay or disrupt the integration process. It is possible that the integration process could result in the disruption of Alerus’ or HMNF’s ongoing businesses or cause inconsistencies in standards, controls, procedures and policies that adversely affect the ability of Alerus or HMNF to maintain relationships with customers and employees or to achieve the anticipated benefits and cost savings of the merger.

Among the factors considered by the boards of directors of both Alerus and HMNF in connection with their respective approvals of the merger agreement were the anticipated benefits that could result from the merger. There can be no assurance that these benefits will be realized within the time periods contemplated or at all.

Regulatory Approvals May Not be Received, May Take Longer than Expected or May Impose Conditions that are Not Presently Anticipated or Cannot be Met.

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Before the transactions contemplated in the merger agreement can be consummated, various approvals must be obtained from the bank regulatory and other governmental authorities. In deciding whether to grant regulatory clearances, the relevant governmental entities will consider a variety of factors, including the regulatory standing of each of the parties. An adverse condition or development in either party’s regulatory standing or other factors could result in an inability to obtain one or more of the required regulatory approvals, or delay their receipt. The terms and conditions of the approvals that are granted may impose requirements, limitations or costs, or may place restrictions on the conduct of the combined company’s business.

Alerus and HMNF believe that the merger should not raise significant regulatory concerns, and that the parties will be able to obtain all requisite regulatory approvals in a timely manner. Despite the parties’ commitments to use their reasonable best efforts to comply with conditions imposed by regulatory entities, under the terms of the merger agreement, Alerus and HMNF will not be required to consummate the merger if any such approvals would reasonably be expected to materially restrict or burden Alerus following the merger. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions, or that such conditions, terms, obligations or restrictions will not have the effect of delaying the consummation of the merger, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or otherwise reduce the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe. In addition, neither Alerus nor HMNF can provide assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. The consummation of the merger is further conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the consummation of the merger.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Issuer Repurchases of Equity Securities

The following table presents information related to repurchases of shares of the Company’s common stock for each calendar month in the second quarter of 2024:


				Total Number of	Maximum Number of
	Total Number	Average		Shares Purchased as	Shares that May
	of Shares	Price Paid		Part of Publicly	Yet be Purchased
(dollars in thousands, except per share data)	Purchased ⁽¹⁾	per Share		Announced Plans	Under the Plan ⁽²⁾
April 1-30, 2024	—	$	—	—	1,000,000
May 1-31, 2024	176		20.44	—	1,000,000
June 1-30, 2024	—		—	—	1,000,000
Total	176	$	20.44	—	1,000,000

(1)	Represents shares of the Company’s common stock surrendered by employees to the Company to pay withholding taxes on the vesting of restricted stock awards.

(2)

On February 18, 2021, the Board of Directors of the Company approved a stock repurchase program, or the Existing Program, which authorized the Company to repurchase up to 770,000 shares of its common stock, subject to certain limitations and conditions. The Existing Program was effective immediately and continued until February 18, 2024. On December 12, 2023, the Board approved a new stock repurchase program, or the New Program, which authorized the Company to repurchase up to 1,000,000 shares of its common stock, subject to certain limitations and conditions. The New Program became effective on February 18, 2024, and replaced the Existing Program. The New Program will expire on February 18, 2027. Neither the Existing Program nor the New Program obligates the Company to repurchase any shares of its common stock and there is no assurance that the Company will do so. For the three months ended June 30, 2024, the Company did not repurchase any shares of common stock under either the Existing Program or the New Program. Does not include shares that may be purchased by the Company’s Employee Stock Ownership Plan.

Use of Proceeds from Registered Securities

None.

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Item 3 – Defaults Upon Senior Securities

None.

Item 4 – Mine Safety Disclosures

Not Applicable.

Item 5 – Other Information

During the fiscal quarter ended June 30, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule10b5-1(c) or any non-Rule 10b5-1 trading arrangement.

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Item 6 – Exhibits


Exhibit No.		Description

2.1		Agreement and Plan of Merger, by and between Alerus Financial Corporation and HMN Financial, Inc., dated May 14, 2024* (incorporated herein by reference to Exhibit 2.1 on Form 8-K filed on May 15, 2024.

3.1		Third Amended and Restated Certificate of Incorporation of Alerus Financial Corporation (incorporated herein by reference to Exhibit 3.1 on Form S-1 filed on August 16, 2019).

3.2		Second Amended and Restated Bylaws of Alerus Financial Corporation (incorporated herein by reference to Exhibit 3.2 on Form S-1 filed on August 16, 2019).

10.1		Voting and Support Agreement, by and among Alerus Financial Corporation and the directors and officers of HMN Financial, Inc. identified therein, dated May 14, 2024 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on May 15, 2024.

10.2		Voting and Support Agreement, by and among HMN Financial, Inc. and the directors and officers of Alerus Financial Corporation identified therein, dated May 14, 2024 (incorporated herein by reference to Exhibit 10.2 on Form 8-K filed on May 15, 2024.

10.3		Alerus Financial Corporation Long Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on May 28, 2024).

10.4		Form of Alerus Financial Corporation Long Term Incentive Plan Award Agreement (incorporated herein by reference to Exhibit 10.2 on Form 8-K filed on May 28, 2024).

10.5		First Amendment to the Alerus Financial Corporation 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 on Form 8-K filed on May 28, 2024).

10.6		Executive Severance Agreement, by and between Alerus Financial Corporation and Katie Lorenson, dated May 21, 2024 (incorporated herein by reference to Exhibit 10.4 on Form 8-K filed on May 28, 2024).

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		iXBRL Instance Document

101.SCH		iXBRL Taxonomy Extension Schema

101.CAL		iXBRL Taxonomy Extension Calculation Linkbase

101.DEF		iXBRL Taxonomy Extension Definition Linkbase

101.LAB		iXBRL Taxonomy Extension Label Linkbase

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101.PRE		iXBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive Data File (formatted Inline XBRL and contained in Exhibits 101)

* The Company has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

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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: August 8, 2024	By:	/s/ Katie A. Lorenson
		Name: Katie A. Lorenson
		Title: President and Chief Executive Officer (Principal Executive Officer)

Date: August 8, 2024	By:	/s/ Alan A. Villalon
		Name: Alan A. Villalon
		Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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Alerus Financial (ALRS) 10-Q2024 Q2 Quarterly report

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