Citizens Community Bancorp Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS 4 CITIZENS COMMUNITY BANCORP, INC. Consolidated Balance Sheets September 30, 2020 (unaudited) and December 31, 2019 (derived from audited financial statements) (in thousands, except share and per share data) September 30, 2020 December 31, 2019 Assets Cash and cash equivalents $ 115,474 $ 55,840 Other interest-bearing deposits 3,752 4,744 Securities available for sale "AFS" 150,908 180,119 Securities held to maturity "HTM" 16,927 2,851 Equity securities with readily determinable fair value 187 246 Other investments 15,075 15,005 Loans receivable 1,230,139 1,177,380 Allowance for loan losses ( 14,836 ) ( 10,320 ) Loans receivable, net 1,215,303 1,167,060 Loans held for sale 4,938 5,893 Mortgage servicing rights 3,498 4,282 Office properties and equipment, net 21,607 21,106 Accrued interest receivable 5,829 4,738 Intangible assets 5,893 7,587 Goodwill 31,498 31,498 Foreclosed and repossessed assets, net 812 1,460 Bank owned life insurance ("BOLI") 23,514 23,063 Other assets 7,378 5,757 TOTAL ASSETS $ 1,622,593 $ 1,531,249 Liabilities and Stockholders’ Equity Liabilities: Deposits $ 1,270,778 $ 1,195,702 Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank (“FRB”) advances 124,491 130,971 Other borrowings 58,297 43,560 Other liabilities 11,704 10,463 Total liabilities 1,465,270 1,380,696 Stockholders’ Equity: Common stock—$ 0.01 par value, authorized 30,000,000 ; 11,154,645 and 11,266,954 shares issued and outstanding, respectively 112 113 Additional paid-in capital 127,778 128,856 Retained earnings 29,239 22,517 Unearned deferred compensation ( 710 ) ( 462 ) Accumulated other comprehensive income (loss) 904 ( 471 ) Total stockholders’ equity 157,323 150,553 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,622,593 $ 1,531,249 See accompanying condensed notes to unaudited consolidated financial statements. 5 CITIZENS COMMUNITY BANCORP, INC. Consolidated Statements of Operations (unaudited) Three and Nine Months Ended September 30, 2020 and 2019 (in thousands, except per share data) Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Interest and dividend income: Interest and fees on loans $ 14,154 $ 14,646 $ 44,300 $ 40,036 Interest on investments 1,064 1,577 3,712 4,241 Total interest and dividend income 15,218 16,223 48,012 44,277 Interest expense: Interest on deposits 2,255 3,371 8,042 8,890 Interest on FHLB and FRB borrowed funds 430 639 1,386 2,213 Interest on other borrowed funds 624 620 1,701 1,436 Total interest expense 3,309 4,630 11,129 12,539 Net interest income before provision for loan losses 11,909 11,593 36,883 31,738 Provision for loan losses 1,500 575 5,250 2,125 Net interest income after provision for loan losses 10,409 11,018 31,633 29,613 Non-interest income: Service charges on deposit accounts 431 625 1,336 1,756 Interchange income 556 476 1,509 1,267 Loan servicing income 1,144 714 3,144 1,902 Gain on sale of loans 1,987 679 4,585 1,560 Loan fees and service charges 320 471 1,041 860 Insurance commission income — 197 474 573 Net gains (losses) on investment securities ( 1 ) 96 97 151 Net gain (loss) on sale of branch — — — 2,295 Net gain (loss) on sale of acquired business lines 180 — 432 — Settlement proceeds — — 131 — Other 445 363 929 827 Total non-interest income 5,062 3,621 13,678 11,191 Non-interest expense: Compensation and related benefits 5,538 5,295 16,881 14,605 Occupancy 993 905 2,898 2,725 Office 532 599 1,650 1,649 Data processing 1,145 1,092 3,165 2,953 Amortization of intangible assets 399 412 1,223 1,085 Mortgage servicing rights expense 603 325 2,330 822 Advertising, marketing and public relations 260 315 802 974 FDIC premium assessment 188 78 436 318 Professional services 434 561 1,391 1,961 Gain on repossessed assets, net ( 105 ) ( 16 ) ( 195 ) ( 143 ) Other 737 3,409 2,266 5,309 Total non-interest expense 10,724 12,975 32,847 32,258 Income before provision for income tax 4,747 1,664 12,464 8,546 Provision for income taxes 1,267 430 3,309 2,252 Net income attributable to common stockholders $ 3,480 $ 1,234 $ 9,155 $ 6,294 Per share information: Basic earnings $ 0.31 $ 0.11 $ 0.82 $ 0.57 Diluted earnings $ 0.31 $ 0.11 $ 0.82 $ 0.57 Cash dividends paid $ — $ — $ 0.21 $ 0.20 See accompanying condensed notes to unaudited consolidated financial statements. 6 CITIZENS COMMUNITY BANCORP, INC. Consolidated Statements of Comprehensive Income (unaudited) Three and Nine months ended September 30, 2020 and 2019 (in thousands) Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Net income attributable to common stockholders $ 3,480 $ 1,234 $ 9,155 $ 6,294 Other comprehensive income, net of tax: Securities available for sale Net unrealized gains arising during period 885 319 1,488 2,177 Reclassification adjustment for net gains included in net income — — ( 113 ) ( 19 ) Other comprehensive income 885 319 1,375 2,158 Comprehensive income $ 4,365 $ 1,553 $ 10,530 $ 8,452 See accompanying condensed notes to unaudited consolidated financial statements. 7 CITIZENS COMMUNITY BANCORP, INC. Consolidated Statement of Changes in Stockholders’ Equity (unaudited) Nine Months Ended September 30, 2020 (in thousands, except shares and per share data) Additional Paid-In Capital Retained Earnings Unearned Deferred Compensation Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Common Stock Shares Amount Balance, January 1, 2020 11,266,954 $ 113 $ 128,856 $ 22,517 $ ( 462 ) $ ( 471 ) $ 150,553 Net income — — — 2,606 — — 2,606 Other comprehensive income, net of tax — — — — — ( 1,138 ) ( 1,138 ) Surrender of restricted shares of common stock ( 1,746 ) — ( 21 ) — — — ( 21 ) Common stock awarded under the equity incentive plan 41,507 — 669 — ( 669 ) — — Common stock fractional share audit adjustment ( 40 ) — — — — — — Common stock repurchased ( 155,666 ) ( 1 ) ( 1,776 ) ( 61 ) — — ( 1,838 ) Stock option expense — — 4 — — — 4 Amortization of restricted stock — — — — 139 — 139 Cash dividends ($ 0.21 per share) — — — ( 2,372 ) — — ( 2,372 ) Balance at March 31, 2020 11,151,009 112 127,732 22,690 ( 992 ) ( 1,609 ) 147,933 Net income — — — 3,069 — — 3,069 Other comprehensive income, net of tax — — — — — 1,628 1,628 Surrender of restricted shares of common stock ( 314 ) — ( 2 ) — — — ( 2 ) Stock option expense — — 4 — — — 4 Amortization of restricted stock — — — — 158 — 158 Balance at June 30, 2020 11,150,695 112 127,734 25,759 ( 834 ) 19 152,790 Net income — — — 3,480 — — 3,480 Other comprehensive income, net of tax — — — — — 885 885 Surrender of restricted shares of common stock ( 50 ) — — — — — Common stock awarded under the equity incentive plan 4,000 — 41 — ( 41 ) — — Stock option expense — — 3 — — — 3 Amortization of restricted stock — — — — 165 — 165 Balance, September 30, 2020 11,154,645 $ 112 $ 127,778 $ 29,239 $ ( 710 ) $ 904 $ 157,323 See accompanying condensed notes to unaudited consolidated financial statements. 8 CITIZENS COMMUNITY BANCORP, INC. Consolidated Statement of Changes in Stockholders’ Equity (unaudited) Twelve Months Ended December 31, 2019 (in thousands, except shares and per share data) Additional Paid-In Capital Retained Earnings Unearned Deferred Compensation Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Common Stock Shares Amount Balance, January 1, 2019 10,953,512 $ 109 $ 125,512 $ 15,264 $ ( 857 ) $ ( 1,841 ) $ 138,187 Net income — — — 953 — — 953 Other comprehensive income, net of tax — — — — — 1,164 1,164 Forfeiture of unvested shares ( 958 ) — ( 13 ) — 13 — — Surrender of restricted shares of common stock ( 798 ) — ( 9 ) — — — ( 9 ) Common stock awarded under the equity incentive plan 10,847 — 252 — ( 252 ) — — Common stock options exercised 27,430 1 194 — — — 195 Stock option expense — — 4 — — — 4 Amortization of restricted stock — — — — 140 — 140 Adoption of ASU 2016-01 ; Equity securities — — — 45 — ( 45 ) — Adoption of ASU 2016-02; Leases — — — ( 56 ) — — ( 56 ) Cash dividends ($ 0.20 per share) — — — ( 2,198 ) — — ( 2,198 ) Balance at March 31, 2019 10,990,033 110 125,940 14,008 ( 956 ) ( 722 ) 138,380 Net income — — — 4,107 — — 4,107 Other comprehensive income, net of tax — — — — — 675 675 Forfeiture of unvested shares ( 7,958 ) — ( 118 ) — 118 — — Surrender of restricted shares of common stock ( 3,067 ) — ( 35 ) — — — ( 35 ) Common stock awarded under the equity incentive plan 2,000 — 22 — ( 22 ) — — Common stock options exercised 1,000 — 8 — — — 8 Stock option expense — — 5 — — — 5 Amortization of restricted stock — — — — 103 — 103 Adoption of ASU 2016-02; Leases — — — ( 1 ) — — ( 1 ) Balance at June 30, 2019 10,982,008 110 125,822 18,114 ( 757 ) ( 47 ) 143,242 Net income — — — 1,234 — — 1,234 Other comprehensive income, net of tax — — — — — 319 319 Surrender of restricted shares of common stock ( 297 ) — ( 3 ) — — — ( 3 ) Common stock issued to F&M shareholders 288,999 3 3,102 — — — 3,105 Stock option expense — — 5 — — — 5 Amortization of restricted stock — — — — 127 — 127 Balance, September 30, 2019 11,270,710 113 128,926 19,348 ( 630 ) 272 148,029 Net income — — — 3,169 — — 3,169 Other comprehensive income, net of tax — — — — — ( 743 ) ( 743 ) Forfeiture of unvested shares ( 3,251 ) — ( 68 ) — 68 — — Surrender of restricted shares of common stock ( 505 ) — ( 6 ) — — — ( 6 ) Stock option expense — — 4 — — — 4 Amortization of restricted stock — — — — 100 — 100 Balance, December 31, 2019 11,266,954 $ 113 $ 128,856 $ 22,517 $ ( 462 ) $ ( 471 ) $ 150,553 See accompanying condensed notes to unaudited consolidated financial statements. 9 CITIZENS COMMUNITY BANCORP, INC. Consolidated Statements of Cash Flows (unaudited) Nine Months Ended September 30, 2020 and 2019 (in thousands) Nine Months Ended September 30, 2020 September 30, 2019 Cash flows from operating activities: Net income attributable to common stockholders $ 9,155 $ 6,294 Adjustments to reconcile net income to net cash provided by operating activities: Premium amortization, net of discount accretion on investment securities 156 762 Depreciation expense 1,436 1,110 Provision for loan losses 5,250 2,125 Net realized loss (gain) on equity securities 59 ( 125 ) Net realized gain on debt securities ( 156 ) ( 26 ) Increase in MSR assets resulting from transfers of financial assets ( 1,546 ) ( 581 ) Mortgage servicing rights expense 2,330 822 Amortization of intangible assets 1,223 1,085 Amortization of restricted stock 462 370 Net stock based compensation expense 11 14 Loss (gain) on sale of office properties and equipment 30 ( 32 ) Deferred income taxes ( 1,299 ) — Increase in cash surrender value of life insurance ( 451 ) ( 384 ) Net (gain) loss from disposals of foreclosed and repossessed assets ( 195 ) ( 143 ) Gain on sale of loans held for sale, net ( 4,585 ) ( 1,560 ) Net change in loans held for sale 5,540 225 Decrease in accrued interest receivable and other assets ( 1,934 ) 3,009 Increase (decrease) in other liabilities 836 ( 6,482 ) Net gain on sale of insurance agency ( 252 ) — Total adjustments 6,915 189 Net cash provided by operating activities 16,070 6,483 Cash flows from investing activities: Net decrease in other interest-bearing deposits 992 3,207 Purchase of available for sale securities ( 20,956 ) ( 23,457 ) Purchase of held to maturity securities ( 15,147 ) — Proceeds from principal payments and sale of available for sale securities 52,083 26,370 Proceeds from principal payments and maturities of held to maturity securities 1,051 1,185 Net sales of other investments ( 70 ) 1,084 Proceeds from sale of foreclosed and repossessed assets 2,098 2,238 Net increase in loans ( 54,748 ) ( 6,710 ) Net capital expenditures ( 1,975 ) ( 6,149 ) Net cash (disbursed) acquired in business combinations — ( 8,137 ) Proceeds from disposal of office properties and equipment 8 300 Net proceeds from sale of insurance agency 1,128 — Net cash used in investing activities ( 35,536 ) ( 10,069 ) 10 Cash flows from financing activities: Net (decrease) increase in short-term Federal Home Loan Bank advances ( 40,980 ) ( 16,469 ) Long-term Federal Home Loan Bank advances 66,500 — Long-term Federal Home Loan Bank maturities ( 32,000 ) — Amortization of debt issuance costs 60 — Proceeds from other borrowings, net of origination costs 14,677 — Proceeds from other borrowings to fund business combination, net of origination costs — 29,889 Principal payment reduction to other borrowings — ( 10,000 ) Net increase in deposits 75,076 5,601 Common stock issued in F&M acquisition less capitalized equity costs — 3,105 Repurchase shares of common stock ( 1,838 ) — Surrender of restricted shares of common stock ( 23 ) ( 47 ) Common stock options exercised — 203 Cash dividends paid ( 2,372 ) ( 2,198 ) Net cash provided by financing activities 79,100 10,084 Net (decrease) increase in cash and cash equivalents 59,634 6,498 Cash and cash equivalents at beginning of period 55,840 45,778 Cash and cash equivalents at end of period $ 115,474 $ 52,276 Supplemental cash flow information: Cash paid during the period for: Interest on deposits $ 8,066 $ 8,775 Interest on borrowings $ 2,999 $ 3,966 Income taxes $ 4,820 $ 3,847 Supplemental noncash disclosure: Transfers from loans receivable to foreclosed and repossessed assets $ 1,057 $ 898 Fair value of assets acquired, net of cash and cash equivalents $ — $ 177,494 Fair value of liabilities assumed, net of cash and cash equivalents $ — $ 169,724 See accompanying condensed notes to unaudited consolidated financial statements. 11 CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share data) (UNAUDITED) NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements include the accounts of Citizens Community Bancorp, Inc. (the “Company”) and its wholly owned subsidiary, Citizens Community Federal N.A. (the “Bank”), and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. As used in this quarterly report, the terms “we”, “us”, “our”, and “Citizens Community Bancorp, Inc.” mean the Company and its wholly owned subsidiary, the Bank, unless the context indicates other meaning. The Bank is a national banking association (a “National Bank”) and operates under the title of Citizens Community Federal National Association (“Citizens Community Federal N.A.” or “Bank” or “CCFBank”). The Company is a bank holding company, supervised by the Federal Reserve Bank of Minneapolis (the “FRB”), and operates under the title of Citizens Community Bancorp, Inc. Wells Insurance Agency (“WIA”) was a wholly owned subsidiary of the Bank, providing insurance products to the Bank’s customers and was sold on June 30, 2020. F&M Investment Corp. of Tomah was a wholly owned subsidiary of the Bank that was formerly utilized by F. & M. Bancorp. of Tomah, Inc. (“F & M”) to manage its municipal bond portfolio, and has been dissolved. The U.S. Office of the Comptroller of the Currency (the “OCC”), is the primary federal regulator for the Bank. The consolidated income of the Company is principally derived from the income of the Bank, the Company’s wholly owned subsidiary, serving customers in Wisconsin and Minnesota through 28 branch locations. Its primary markets include the Chippewa Valley Region in Wisconsin, the Twin Cities and Mankato markets in Minnesota, and various rural communities around these areas. The Bank offers traditional community banking services to businesses, agricultural operators and consumers, including one-to-four family residential mortgages. The Bank is subject to competition from other financial institutions and non-financial institutions providing financial products. Additionally, the Bank is subject to the regulations of certain regulatory agencies and undergoes periodic examination by those regulatory agencies. In preparing these consolidated financial statements, we evaluated the events and transactions that occurred subsequent to the September 30, 2020 balance sheet date and through the date the financial statements were available to be issued for items that should potentially be recognized or disclosed in these consolidated financial statements. The accompanying consolidated interim financial statements are unaudited. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Unless otherwise stated herein, and except for shares and per share amounts, all amounts are in thousands. Principles of Consolidation – The accompanying consolidated financial statements include the accounts of the Company and the Bank. All significant intercompany accounts and transactions have been eliminated. Preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Estimates are used in accounting for, among other items, fair value of financial instruments, the allowance for loan losses, mortgage servicing rights, foreclosed and repossessed assets, valuation of intangible assets arising from acquisitions, useful lives for depreciation and amortization, valuation of goodwill and long-lived assets, stock based compensation, deferred tax assets, uncertain income tax positions and contingencies. Management does not anticipate any material changes to estimates made herein in the near term. Factors that may cause sensitivity to the aforementioned estimates include but are not limited to: those items described under the caption “Risk Factors” in Item 1A of the annual report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 10, 2020; the matters described in “Risk Factors” in Item 1A of our Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and in Item 1A of this Form 10-Q; external market factors such as market interest rates and unemployment rates; changes to operating policies and procedures and changes in applicable banking regulations. Actual results may ultimately differ from estimates, although management does not generally believe such differences would materially affect the consolidated financial statements in any individual reporting period. Investment Securities; Held to Maturity and Available for Sale – Management determines the appropriate classification of investment securities at the time of purchase and reevaluates such designation as of the date of each balance sheet. Securities 12 are classified as held to maturity when the Company has the positive intent and ability to hold the securities to maturity. Held to maturity securities are stated at amortized cost. Investment securities not classified as held to maturity are classified as available for sale. Available for sale securities are stated at fair value, with unrealized holding gains and losses being reported in other comprehensive income (loss), net of tax. Unrealized losses deemed other-than-temporary due to credit issues are reported in the Company’s net income in the period in which the losses arise. Interest income includes amortization of purchase premium or accretion of purchase discount. Amortization of premiums and accretion of discounts are recognized in interest income using the interest method over the estimated lives of the securities. The Company evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. As part of such monitoring, the credit quality of individual securities and their issuer is assessed. Significant inputs used to measure the amount of other-than-temporary impairment related to credit loss include, but are not limited to: the Company’s intent and ability to sell the debt security prior to recovery, that it is more likely than not that the Company will not sell the security prior to recovery, default and delinquency rates of the underlying collateral, remaining credit support, and historical loss severities. Adjustments to market value of available for sale securities that are considered temporary are recorded in other comprehensive income or loss as separate components of stockholders’ equity, net of tax. If the unrealized loss of a security is identified as other-than-temporary based on information available, such as the decline in the creditworthiness of the issuer, external market ratings, or the anticipated or realized elimination of associated dividends, such impairments are further analyzed to determine if credit loss exists. If there is a credit loss, it will be recorded in the Company’s consolidated statement of operations. Non-credit components of the unrealized losses on available for sale securities will continue to be recognized in other comprehensive income (loss), net of tax. Equity securities with readily determinable fair value - The Company is required to maintain an investment in Federal Agricultural Mortgage Corporation (“Farmer Mac”) equity securities. Farmer Mac equity securities are carried at their fair market value, which is readily determinable. Changes in fair value are recognized as net gains (losses) on investment securities in the consolidated Statement of Operations. Other Investments - As a member of the Federal Reserve Bank (“FRB”) System and the Federal Home Loan Bank (“FHLB”) System, the Bank is required to maintain an investment in the capital stock of these entities. These securities are “restricted” in that they can only be sold back to the respective institutions or another member institution at par. Therefore, they are less liquid than other exchange traded equity securities. As no ready market exists for these stocks, and they have no quoted market value, these investments are carried at cost and periodically evaluated for impairment based on the ultimate recovery of par value. Cash dividends are reported as other income in the consolidated statement of operations. Also included in other investments is stock of our correspondent bank, Bankers’ Bank, without readily determinable fair value. This stock is carried at cost plus or minus changes resulting from observable price changes in orderly transactions for this stock, less other-than-temporary impairment charges, if any. Management’s evaluation for impairment of these other investments, includes consideration of the financial condition and other available relevant information of the issuer. Based on management’s quarterly evaluation, no impairment has been recorded on these securities. Other investments totaling $ 15,075 at September 30, 2020 consisted of $ 8,231 of FHLB stock, $ 5,169 of Federal Reserve Bank stock and $ 1,675 of Bankers’ Bank stock. Other investments totaling $ 15,005 at December 31, 2019 consisted of $ 8,196 of FHLB stock and $ 5,162 of Federal Reserve Bank stock and $ 1,647 of Bankers’ Bank stock. Loans – Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of: deferred loan fees and costs, accretable yield on acquired loans and non-accretable discount on purchased credit impaired loans. Interest income is accrued on the unpaid principal balance of these loans. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the interest method without anticipating prepayments. Late charge fees are recognized into income when collected. Interest income on commercial, mortgage and consumer loans is discontinued according to the following schedules: • Commercial/agricultural real estate loans past due 90 days or more; • Commercial and industrial/agricultural operating loans past due 90 days or more; • Closed end consumer installment loans past due 120 days or more; and • Residential mortgage loans and open ended consumer installment loans past due 180 days or more. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual status or charged off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not received for a loan placed on nonaccrual status is reversed against interest income. Interest received on such loans is accounted for on the cash 13 basis or cost recovery method until qualifying for return to accrual status. Loans are returned to accrual status when payments are made that bring the loan account current with the contractual term of the loan and a six month payment history has been established. Interest on accruing troubled debt restructured (“TDR”) loans is recognized as income as it accrues, based on the revised terms of the loan over an established period of continued payment. Residential mortgage loans and open ended consumer installment loans are charged off to estimated net realizable value less estimated selling costs at the earlier of when (a) the loan is deemed by management to be uncollectible, or (b) the loan becomes past due 180 days or more. Closed ended consumer installment loans are charged off to net realizable value at the earlier of when (a) the loan is deemed by management to be uncollectible, or (b) the loan becomes past due 120 days or more. Commercial/agricultural real estate, commercial and industrial and agricultural operating loans are charged off to net realizable value at the earlier of when (a) the loan is deemed by management to be uncollectible, or (b) the loan becomes past due 90 days or more. Allowance for Loan Losses – The allowance for loan losses (“ALL”) is a valuation allowance for probable and inherent credit losses in our loan portfolio. Loan losses are charged against the ALL when management believes that the collectability of a loan balance is unlikely. Subsequent recoveries, if any, are credited to the ALL. Management estimates the required ALL balance taking into account the following factors: past loan loss experience; the nature, volume and composition of our loan portfolio; known and inherent risks in our portfolio; information about specific borrowers’ ability to repay; estimated collateral values; current economic conditions; and other relevant factors determined by management. The ALL consists of specific and general components. The specific component relates to loans that are individually classified as impaired. The general component covers non-impaired loans and is based on historical loss experience adjusted for certain qualitative factors. The entire ALL balance is available for any loan that, in management’s judgment, should be charged off. A loan is impaired when full payment under the loan’s contractual terms is not expected. Impaired loans consist of all TDRs, as well as individual loans not considered a TDR, that are either (1) rated substandard or worse, (2) on nonaccrual status or (3) PCI loans which were deemed impaired at the time of acquisition. Substandard loans, as defined by the OCC, our primary banking regulator, are loans that are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. All TDRs are individually evaluated for impairment. See Note 3, “Loans, Allowance for Loan Losses and Impaired Loans” for more information on what we consider to be a TDR. For TDR’s or substandard loans deemed to be impaired, a specific ALL allocation may be established so that the loan is reported, net, at the lower of (a) its outstanding principal balance; (b) the present value of the loan’s estimated future cash flows using the loan’s existing rate; or (c) at the fair value of any loan collateral, less estimated disposal costs, if repayment is expected solely from the underlying collateral of the loan. For TDRs less than 90+ days past due, and certain substandard loans that are less than 90+ days delinquent, the likelihood of the loan migrating to over 90 days past due is also taken into account when determining the specific ALL allocation for these particular loans. Large groups of smaller balance homogeneous loans, such as non-TDR commercial, consumer and residential real estate loans, are collectively evaluated for ALL purposes, and accordingly, are not separately identified for ALL disclosures. Acquired Loans— Loans acquired in connection with acquisitions are recorded at their acquisition-date fair value with no carryover of related allowance for loan losses. Any allowance for loan loss on these pools reflect only losses incurred after the acquisition (meaning the present value of all cash flows expected at acquisition that no longer are expected to be received). Determining the fair value of the acquired loans involves estimating the principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest. Management considers a number of factors in evaluating the acquisition-date fair value including: the remaining life of the acquired loans, delinquency status, estimated prepayments, payment options and other loan features, internal risk grade, estimated value of the underlying collateral and interest rate environment. Acquired loans that met the criteria for nonaccrual of interest prior to the acquisition may be considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if we can reasonably estimate the timing and amount of the expected cash flows on such loans and if we expect to fully collect the new carrying value of the loans. As such, we may no longer consider the loan to be nonaccrual or nonperforming and may accrue interest on these loans, including the impact of any accretable yield. Loans acquired with deteriorated credit quality are accounted for in accordance with Accounting Standards Codification (“ASC”) 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (ASC 310-30) if, at acquisition, the loans have evidence of credit quality deterioration since origination and it is probable that all contractually required payments will not be collected. At acquisition, the Company considers several factors as indicators that an acquired loan has evidence of deterioration in credit quality. These factors include, but are not limited to: loans 90 days or more past due, loans with an internal risk grade of substandard or below, loans classified as non-accrual by the acquired institution, and loans that have been previously modified in a troubled debt restructuring. 14 Under the ASC 310-30 model, the excess of cash flows expected to be collected at acquisition over recorded fair value is referred to as the accretable yield and is the interest component of expected cash flow. The accretable discount is recognized into income over the remaining life of the loan if the timing and/or amount of cash flows expected to be collected can be reasonably estimated (the accretion method). If the timing or amount of cash flows expected to be collected cannot be reasonably estimated, the cost recovery method of income recognition is used. The difference between the loan’s total scheduled principal and interest payments over all cash flows expected to be collected at acquisition, considering the impact of prepayments, is referred to as the non-accretable difference. The non-accretable difference represents contractually required principal and interest payments which the Company does not expect to collect. Over the life of the loan, management continues to estimate cash flows expected to be collected. Decreases in expected cash flows are recognized as impairments through a charge to the provision for loan losses resulting in an increase in the allowance for loan losses. Subsequent improvements in cash flows result in first, reversal of existing valuation allowances recognized subsequent to acquisition, if any, and next, an increase in the amount of accretable discount to be subsequently recognized in interest income on a prospective basis over the loan’s remaining life. Acquired loans that were not individually determined to be purchased with deteriorated credit quality are accounted for in accordance with ASC 310-20, Nonrefundable Fees and Other Costs (ASC 310-20), whereby the premium or discount derived from the fair market value adjustment, on a loan-by-loan or pooled basis, is recognized into interest income on a level yield basis over the remaining expected life of the loan or pool. For all acquired loans, the outstanding loan balances less any related accretable discount and/or non-accretable difference is referred to as the loans’ carrying amount. Loans Held for Sale — Loans held for sale are those loans the Company has the intent to sell in the foreseeable future. They are carried at the lower of aggregate cost or fair value. Gains and losses on sales of loans are recognized at settlement dates, and are determined by the difference between the sales proceeds and the carrying value of the loans after allocating costs to servicing rights retained. Such gains and losses are included in non-interest income in the consolidated statements of operations. All sales are made without recourse. Interest rate lock commitments on mortgage loans to be funded and sold are valued at fair value, and are included in other assets or liabilities, if material. Mortgage Servicing Rights— Mortgage servicing rights (“MSR”) assets result as the Company sells loans to investors in the secondary market and retains the rights to service mortgage loans sold to others. MSR assets are initially measured at fair value; assessed at least annually for impairment; carried at the lower of the initial capitalized amount, net of accumulated amortization, or estimated fair value. MSR assets are amortized in proportion to and over the period of estimated net servicing income, with the amortization recorded in non-interest expense in the consolidated statement of operations. The valuation of MSRs and related amortization, included in amortization of mortgage servicing rights in the consolidated statements of operations, thereon are based on numerous factors, assumptions and judgments, such as those for: changes in the mix of loans, interest rates, prepayment speeds, and default rates. Changes in these factors, assumptions and judgments may have a material effect on the valuation and amortization of MSRs. Although management believes that the assumptions used to evaluate the MSRs for impairment are reasonable, future adjustment may be necessary, if future economic conditions differ substantially from the economic assumptions used to determine the value of MSRs. Foreclosed and Repossessed Assets, net – Assets acquired through foreclosure or repossession are initially recorded at fair value, less estimated costs to sell, which establishes a new cost basis. If the fair value declines subsequent to foreclosure or repossession, a write-down is recorded through expense. Costs incurred after acquisition are expensed and are included in non-interest expense, other in the consolidated statements of operations. Transfers of financial assets— Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the entity, (2) the transferee obtains the right, free of conditions that constrain it from taking advantage of that right, to pledge or exchange the transferred assets, and (3) the entity does not maintain effective control over the transferred assets through an agreement to repurchase them before maturity. Goodwill and other intangible assets- The Company accounts for goodwill and other intangible assets in accordance with ASC Topic 350, “Intangibles - Goodwill and Other.” The Company records the excess of the cost of acquired entities over the fair value of identifiable tangible and intangible assets acquired, less liabilities assumed, as goodwill. The Company amortizes acquired intangible assets with definite useful economic lives over their useful economic lives utilizing the straight-line method. On a periodic basis, management assesses whether events or changes in circumstances indicate that the carrying amounts of the intangible assets may be impaired. The Company does not amortize goodwill and any acquired intangible asset with an indefinite useful economic life, but reviews them for impairment at a reporting unit level on an annual basis, or when 15 events or changes in circumstances indicate that the carrying amounts may be impaired. A reporting unit is defined as any distinct, separately identifiable component of the Company’s one operating segment for which complete, discrete financial information is available and reviewed regularly by the segment’s management. The Company has one reporting unit as of December 31, 2019 which is related to its banking activities. The Company has performed the required goodwill impairment test and has determined that goodwill was not impaired as of December 31, 2019. The Company performed a goodwill impairment analysis as of September 30, 2020, due to triggering events being identified, and determined that goodwill was not impaired. Leases - We determine if an arrangement is a lease at inception. All of our existing leases have been determined to be operating leases under ASC 842. Right-of-use (“ROU”) assets are included in other assets in our consolidated balance sheets. Operating lease liabilities are included in other liabilities in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date, based on the present value of lease payments over the lease term. As none of our existing leases provide an implicit rate, we use our incremental borrowing rate, based on information available at commencement date, in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease, when it is reasonably certain that we will exercise that option. Lease expense is recognized based on the total contractually required lease payments, over the term of the lease, on a straight-line basis. Debt and equity issuance costs— Debt issuance costs, which consist primarily of fees paid to note lenders, are deferred and included in other borrowings in the consolidated balance sheet. Debt issuance costs are amortized over the contractual term of the corresponding debt, as a component of interest expense on other borrowed funds in the consolidated statement of operations. Specific costs associated with the issuance of shares of the Company’s common or preferred stock are netted against proceeds and recorded in stockholders’ equity, as additional paid in capital, on the consolidated balance sheet, in the period of the share issuance. Advertising, Marketing and Public Relations Expense— The Company expenses all advertising, marketing and public relations costs as they are incurred. Income Taxes – The Company accounts for income taxes in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.” Under this guidance, deferred taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates that will apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. The Company regularly reviews the carrying amount of its net deferred tax assets to determine if the establishment of a valuation allowance is necessary. If based on the available evidence, it is more likely than not that all or a portion of the Company’s net deferred tax assets will not be realized in future periods, a deferred tax valuation allowance would be established. Consideration is given to various positive and negative factors that could affect the realization of the deferred tax assets. In evaluating this available evidence, management considers, among other things, historical performance, expectations of future earnings, the ability to carry back losses to recoup taxes previously paid, the length of statutory carry forward periods, any experience with utilization of operating loss and tax credit carry forwards not expiring, tax planning strategies and timing of reversals of temporary differences. Significant judgment is required in assessing future earnings trends and the timing of reversals of temporary differences. Accordingly, the Company’s evaluation is based on current tax laws as well as management’s expectations of future performance. Revenue Recognition - The Company recognizes revenue in the consolidated statements of operations as it is earned and when collectability is reasonably assured. The primary source of revenue is interest income from interest earning assets, which is recognized on the accrual basis of accounting using the effective interest method. The recognition of revenues from interest earning assets is based upon formulas from underlying loan agreements, securities contracts or other similar contracts. Non-interest income is recognized on the accrual basis of accounting as services are provided or as transactions occur. Non-interest income includes fees from deposit accounts, ATM and debit card fees, mortgage banking activities, and other miscellaneous services and transactions. Commission revenue is recognized as of the effective date of the insurance policy or the date the customer is billed, whichever is later. The Company also receives contingent commissions from insurance companies which are based on the overall profitability of their relationship based primarily on the loss experience of the insurance placed by the 16 Company. Contingent commissions from insurance companies are recognized when determinable. Commission revenue is included in other non-interest income in the consolidated statement of operations. Earnings Per Share – Basic earnings per common share is net income or loss divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable during the period, consisting of stock options outstanding under the Company’s stock incentive plans that have an exercise price that is less than the Company’s stock price on the reporting date. Operating Segments— While our executive officers monitor the revenue streams of the various banking products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Accordingly, all of the Company’s banking operations are considered by management to be aggregated in one reportable operating segment. Reclassifications – Certain items previously reported were reclassified for consistency with the current presentation. Recent Accounting Pronouncements— The Financial Accounting Standards Board (FASB) issues Accounting Standards Updates (ASUs) to the FASB Accounting Standards Codification (ASC). This section provides a summary description of recent ASUs that have potentially significant implications (elected or required) within the consolidated financial statements, or that management expects may have a significant impact on financial statements issued in the near future. Recent Accounting Pronouncements—Adopted ASU 2014-09; Revenue from Contracts with Customers (Topic 606)— Under the ASU, as modified by subsequent ASUs, revenue is recognized when a customer obtains control of promised services in an amount that reflects the consideration the entity expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company applied the five-step method outlined in the ASU to all revenue streams scoped-in by the ASU and elected the modified retrospective implementation method. Substantially all of the Company’s interest income and certain non-interest income items were not impacted by the adoption of this ASU because the revenue from those contracts with customers is covered by other guidance in U.S. GAAP. The Company’s largest sources of non-interest revenue which are subject to the guidance include fees and service charges on loan and deposit accounts and interchange revenue from debit card transactions. ASU 2014-09, as amended, became effective for the Company’s annual and interim periods beginning in the first quarter 2019. Adoption of ASU 2014-09 did not have a material impact on the Company’s consolidated financial statements as the change in the timing and pattern of the Company’s revenue recognition related to scoped-in non-interest income recognized under the newly issued ASU is consistent with the current applicable accounting guidance. The Company has made all required additional disclosures related to non-interest income in the consolidated financial statements, primarily in Revenue Recognition policy included herein in Note 1. ASU 2016-01; Recognition and Measurement of Financial Assets and Liabilities— The guidance requires certain equity investments to be measured at fair value, with changes in fair value recognized in net income. The Company’s adoption of ASU 2016-01 as of January 1, 2019, constitutes a change in accounting principle. The Company recorded a cumulative effect adjustment to retained earnings of $ 45 as of January 1, 2019, as a result of implementing this new accounting standard. ASU 2016-02; Leases (Topic 842)— The ASU changed current GAAP by requiring that lease assets and liabilities arising from operating leases be recognized on the balance sheet. In July 2018, the FASB issued ASU 2018-10 and ASU 2018-11, Codification Improvements to Topic 842, Leases, amending various aspects of Topic 842. Topic 842 does not significantly change the recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee from current U.S. GAAP. For leases with a term of 12 months or less, a lessee would be permitted to make an accounting policy election, by class of underlying asset, not to recognize lease assets and liabilities. Topic 842 became effective for the Company for annual and interim periods beginning in the first quarter 2019. The Company leased (1) 9 branch locations, (2) its corporate offices (3) 1 production office and ( 4 ) office equipment under operating leases that resulted in the recognition of right-of-use assets and corresponding lease liabilities of approximately $ 5,000 on the consolidated balance sheet under Topic 842. Adoption of Topic 842 did not have a material impact on the Company’s consolidated statement of operations. Management adopted the guidance on January 1, 2019, and elected certain practical expedients offered by the FASB, including foregoing the restatement of comparative periods upon adoption. Management also excluded short-term leases from the recognition of right-of-use asset and lease liabilities. Additionally, the Company elected the transition relief allowed by FASB in foregoing reassessment of the following: whether any existing contracts were or contained leases, the classification of existing leases, and the determination of initial direct costs for existing leases. As of September 30, 2020, the Company leases (1) 6 branch locations, (2) its corporate offices (3) 1 production office and ( 4 ) office equipment under operating leases. See Note 5 for additional detail. 17 ASU 2017-04; Intangibles - Goodwill and Other (Topic 350)— The ASU simplifies the accounting for goodwill impairment. This guidance, among other things, removes step two of the goodwill impairment test thus eliminating the need to determine the fair value of individual assets and liabilities of the reporting unit. Upon adoption of this ASU, goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This may result in either greater or less impairment being recognized than under current guidance. The Company adopted this Update for the Company’s annual goodwill impairment tests beginning in the year ended December 31, 2019. Adoption of this ASU had no material impact on its consolidated financial statements. ASU 2018-13, Fair Value Measurement (Topic 820)— The ASU modifies disclosure requirements on fair value measurements. This ASU removes requirements to disclose, (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and (2) the policy for timing of transfers between levels and the valuation processes for Level 3 fair value measurements. ASU 2018-13 clarifies that, disclosure regarding measurement uncertainty, is intended to communicate information about the uncertainty in measurement, as of the reporting date. ASU 2018-13 adds certain disclosure requirements, including (1) disclosure of changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements, and (2) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The Company adopted this ASU, in the first quarter of 2020. The amendments on (1) changes in unrealized gains and losses, (2) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and (3) the narrative description of measurement uncertainty, are being applied prospectively. All other amendments have been applied retrospectively for all periods presented. Adoption of this ASU had no material impact on its consolidated financial position or results of operations. ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)— The ASU was issued to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement), by providing guidance for determining when the arrangement includes a software license. The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract, with similar costs to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments. This guidance became effective for the Company beginning in the first quarter of 2020. Adoption of this ASU had no material impact on its consolidated financial statements. ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting-- The ASU provides optional and temporary relief, in the form of optional expedients and exceptions, for applying GAAP to modifications of contacts, hedging relationships and other transactions affected by reference rate (e.g. LIBOR) reforms. ASU 2020-04 is effective for the Company immediately and through December 31, 2022. The Company utilizes LIBOR, among other indexes, as a reference rate for underwriting variable rate loans. Reference rate reform has not had, nor does the Company expect it to have, a material effect on the Company’s consolidated balance sheet, operations or cash flows. Recently Issued, But Not Yet Effective Accounting Pronouncements ASU 2016-13; Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments-- The ASU changes accounting for credit losses on loans receivable and debt securities from an incurred loss methodology to an expected credit loss methodology. Among other things, ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Accordingly, ASU 2016-13 requires the use of forward-looking information to form credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, though the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, ASU 2016-13 amends the accounting for credit losses on debt securities and purchased financial assets with credit deterioration. In November 2019, the FASB issued ASU 2019-10, extending the effective date to fiscal years beginning after December 15, 2022, which is the Company’s fiscal year ending December 31, 2023. Earlier adoption is permitted; however, the Company does not currently plan to adopt the ASU early. Management is assessing alternative loss estimation methodologies and the Company’s data and system needs in order to evaluate the impact that adoption of this standard will have on the Company’s financial condition and results of operations. The Company anticipates recording the effect of implementing this ASU through a cumulative-effect adjustment through retained earnings as of the beginning of the reporting period in which the ASU is effective, which will be January 1, 2023. 18 NOTE 2 – INVESTMENT SECURITIES The amortized cost, estimated fair value and related unrealized gains and losses on securities available for sale and held to maturity as of September 30, 2020 and December 31, 2019, respectively, were as follows: Available for sale securities Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value September 30, 2020 U.S. government agency obligations $ 34,059 $ 391 $ 71 $ 34,379 Obligations of states and political subdivisions 140 — — 140 Mortgage-backed securities 49,870 1,888 — 51,758 Corporate debt securities 15,211 277 124 15,364 Corporate asset-based securities 36,443 38 938 35,543 Trust preferred securities 13,938 69 283 13,724 Total available for sale securities $ 149,661 $ 2,663 $ 1,416 $ 150,908 December 31, 2019 U.S. government agency obligations $ 52,020 $ 132 $ 347 $ 51,805 Obligations of states and political subdivisions 281 — — 281 Mortgage-backed securities 70,806 635 110 71,331 Corporate debt securities 18,776 66 117 18,725 Corporate asset-based securities 27,718 — 864 26,854 Trust preferred securities 11,167 35 79 11,123 Total available for sale securities $ 180,768 $ 868 $ 1,517 $ 180,119 Held to maturity securities Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value September 30, 2020 Obligations of states and political subdivisions $ 300 $ — $ — $ 300 Mortgage-backed securities 16,627 306 — 16,933 Total held to maturity securities $ 16,927 $ 306 $ — $ 17,233 December 31, 2019 Obligations of states and political subdivisions $ 300 $ 2 $ — $ 302 Mortgage-backed securities 2,551 104 — 2,655 Total held to maturity securities $ 2,851 $ 106 $ — $ 2,957 As of September 30, 2020, the Bank has pledged U.S. Government Agency securities with a carrying value of $ 595 and mortgage-backed securities with a carrying value of $ 3,855 as collateral against specific municipal deposits. At September 30, 2020, the Bank has pledged mortgage-backed securities with a carrying value of $ 1,299 as collateral against a borrowing line of credit with the Federal Reserve Bank. However, as of September 30, 2020, there were no borrowings outstanding on this Federal Reserve Bank line of credit. As of September 30, 2020, the Bank also has mortgage-backed securities with a carrying value of $ 530 pledged as collateral to the Federal Home Loan Bank of Des Moines. 19 The estimated fair value of securities at September 30, 2020 and December 31, 2019, by contractual maturity, is shown below. Expected maturities will differ from contractual maturities on mortgage-backed securities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Expected maturities may differ from contractual maturities on certain agency and municipal securities due to the call feature. September 30, 2020 December 31, 2019 Available for sale securities Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value Due in one year or less $ — $ — $ 141 $ 141 Due after one year through five years 3,850 4,064 5,900 5,959 Due after five years through ten years 39,417 39,461 43,269 43,180 Due after ten years 56,524 55,625 60,652 59,508 Total securities with contractual maturities $ 99,791 $ 99,150 $ 109,962 $ 108,788 Mortgage backed securities 49,870 51,758 70,806 71,331 Securities without contractual maturities — — — — Total available for sale securities $ 149,661 $ 150,908 $ 180,768 $ 180,119 September 30, 2020 December 31, 2019 Held to maturity securities Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value Due in one year or less $ 300 $ 300 $ 300 $ 302 Total securities with contractual maturities 300 300 300 302 Mortgage backed securities 16,627 16,933 2,551 2,655 Total held to maturity securities $ 16,927 $ 17,233 $ 2,851 $ 2,957 Securities with unrealized losses at September 30, 2020 and December 31, 2019, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows: Less than 12 Months 12 Months or More Total Available for sale securities Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss September 30, 2020 U.S. government agency obligations $ 9,596 $ 24 $ 5,364 $ 47 $ 14,960 $ 71 Corporate debt securities 2,009 17 1,393 107 3,402 124 Corporate asset-based securities — — 33,603 938 33,603 938 Trust preferred securities 10,963 283 — — 10,963 283 Total $ 22,568 $ 324 $ 40,360 $ 1,092 $ 62,928 $ 1,416 December 31, 2019 U.S. government agency obligations $ 14,593 $ 156 $ 10,540 $ 191 $ 25,133 $ 347 Mortgage backed securities 22,537 62 5,883 48 28,420 110 Corporate debt securities 7,001 15 1,398 102 8,399 117 Corporate asset-based securities 8,683 285 18,171 579 26,854 864 Trust preferred securities 7,420 79 — — 7,420 79 Total $ 60,234 $ 597 $ 35,992 $ 920 $ 96,226 $ 1,517 There were no held to maturity securities in a net loss position at either September 30, 2020 or December 31, 2019. The Company evaluates AFS securities in unrealized loss positions to determine whether the impairment is due to credit-related factors or noncredit-related factors. In making this evaluation, management considers the extent to which the fair value 20 has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. As of September 30, 2020, the Company does not consider its AFS securities with unrealized losses to be attributable to credit-related factors, as the unrealized losses in each category have occurred as a result of changes in noncredit-related factors such as changes in interest rates, market spreads and market conditions subsequent to purchase, not credit deterioration; thus, no other-than-temporary impairment on AFS securities was recorded. There were no other-than-temporary impairments charged to earnings during the three or nine months ended September 30, 2020 or the three or nine months ended September 30, 2019. During the three and nine months ended September 30, 2020, the Bank sold approximately $ 0 and $ 10,700 of fixed-rate mortgage-backed certificates with a realized gain of $ 0 and $ 156 , respectively, which is included in net gains on investment securities in the Consolidated Statements of Operations. During the three and nine months ended September 30, 2019, the Bank sold approximately $ 7,950 of fixed rate securities with a realized gain of $ 26 , which is included in net gains on investment securities in the Consolidated Statements of Operations. NOTE 3 – LOANS, ALLOWANCE FOR LOAN LOSSES AND IMPAIRED LOANS Portfolio Segments: Commercial and agricultural real estate loans are underwritten after evaluating and understanding the borrower's ability to operate profitably and prudently expand its business. Management examines current and projected cash flows to determine the ability of the borrower to repay its obligations as agreed. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally largely dependent on the successful operation of the property or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The level of owner-occupied property versus non-owner-occupied property are tracked and monitored on a regular basis. Agricultural real estate loans are primarily comprised of loans for the purchase of farmland. Loan-to-value ratios on loans secured by farmland generally do not exceed 75 %. Commercial and industrial (“C&I”) loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. These cash flows, however, may not be as expected and the value of collateral securing the loans may fluctuate. Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee. Agricultural operating loans are generally comprised of term loans to fund the purchase of equipment, livestock and seasonal operating lines. Operating lines are typically written for one year and secured by the crop and other farm assets or other business assets, as considered necessary. Agricultural loans carry significant credit risks as they may involve larger balances concentrated with single borrowers or groups of related borrowers. In addition, repayment of such loans depends on the successful operation or management of the farm property securing the loan or for which an operating loan is utilized. Farming operations may be affected by adverse weather conditions such as drought, hail or floods that can severely limit crop yields. Residential mortgage loans are collateralized by primary and secondary positions on real estate and are underwritten primarily based on borrower’s documented income, credit scores, and collateral values. Under consumer home equity loan guidelines, the borrower will be approved for a loan based on a percentage of their home’s appraised value less the balance owed on the existing first mortgage. Credit risk is minimized within the residential mortgage portfolio due to relatively small loan account balances spread across many individual borrowers. Management evaluates trends in past due loans and current economic factors such as the housing price index on a regular basis. Consumer installment loans are comprised of originated indirect paper loans secured primarily by boats and recreational vehicles and other consumer loans secured primarily by automobiles and other personal assets. The Bank ceased new originations of indirect paper loans in early fiscal 2017. Consumer loan underwriting terms often depend on the collateral type, debt to income ratio and the borrower’s creditworthiness as evidenced by their credit score. In the event of a consumer installment loan default, collateral value alone may not provide an adequate source of repayment of the outstanding loan balance. This shortage is a result of the greater likelihood of damage, loss and depreciation for consumer based collateral. 21 Credit Quality/Risk Ratings: Management utilizes a numeric risk rating system to identify and quantify the Bank’s risk of loss within its loan portfolio. Ratings are initially assigned prior to funding the loan, and may be changed at any time as circumstances warrant. Ratings range from the highest to lowest quality based on factors that include measurements of ability to pay, collateral type and value, borrower stability and management experience. The Bank’s loan portfolio ratings are presented below in accordance with the risk rating framework that has been commonly adopted by the federal banking agencies. The definitions of the various risk rating categories are as follows: 1 through 4 - Pass. A “Pass” loan means that the condition of the borrower and the performance of the loan is satisfactory or better. 5 - Watch. A “Watch” loan has clearly identifiable developing weaknesses that deserve additional attention from management. Weaknesses that are not corrected or mitigated, may jeopardize the ability of the borrower to repay the loan in the future. 6 - Special Mention. A “Special Mention” loan has one or more potential weakness that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution’s credit position in the future. 7 - Substandard. A “Substandard” loan is inadequately protected by the current net worth and paying capacity of the obligor or the collateral pledged, if any. Assets classified as substandard must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. 8 - Doubtful. A “Doubtful” loan has all the weaknesses inherent in a Substandard loan with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. 9 - Loss. Loans classified as “Loss” are considered uncollectible, and their continuance as bankable assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, and a partial recovery may occur in the future. 22 Below is a summary of originated and acquired loans by type and risk rating as of September 30, 2020: 1 to 5 6 7 8 9 TOTAL Originated Loans: Commercial/Agricultural real estate: Commercial real estate $ 318,915 $ 1,947 $ 1,166 $ — $ — $ 322,028 Agricultural real estate 30,807 454 1,269 — — 32,530 Multi-family real estate 100,148 — — — — 100,148 Construction and land development 77,514 — 3,478 — — 80,992 C&I/Agricultural operating: Commercial and industrial 75,338 802 3,819 — — 79,959 C&I SBA PPP loans 139,166 — — — — 139,166 Agricultural operating 23,040 28 1,256 — — 24,324 Residential mortgage: Residential mortgage 85,922 7 4,171 — — 90,100 Purchased HELOC loans 6,220 — 327 — — 6,547 Consumer installment: Originated indirect paper 28,312 — 223 — — 28,535 Other consumer 13,135 — 86 — — 13,221 Total originated loans $ 898,517 $ 3,238 $ 15,795 $ — $ — $ 917,550 Acquired Loans: Commercial/Agricultural real estate: Commercial real estate $ 168,360 $ 4,237 $ 6,048 $ — $ — $ 178,645 Agricultural real estate 33,765 — 6,848 — — 40,613 Multi-family real estate 9,372 — 148 — — 9,520 Construction and land development 8,264 — 82 — — 8,346 C&I/Agricultural operating: Commercial and industrial 23,572 59 782 — — 24,413 Agricultural operating 8,688 — 946 — — 9,634 Residential mortgage: Residential mortgage 49,243 243 2,268 — — 51,754 Consumer installment: Other consumer 1,404 — 5 — — 1,409 Total acquired loans $ 302,668 $ 4,539 $ 17,127 $ — $ — $ 324,334 Total Loans: Commercial/Agricultural real estate: Commercial real estate $ 487,275 $ 6,184 $ 7,214 $ — $ — $ 500,673 Agricultural real estate 64,572 454 8,117 — — 73,143 Multi-family real estate 109,520 — 148 — — 109,668 Construction and land development 85,778 — 3,560 — — 89,338 Commercial/Agricultural non-real estate: Commercial and industrial 98,910 861 4,601 — — 104,372 C&I SBA PPP loans 139,166 — — — — 139,166 Agricultural operating 31,728 28 2,202 — — 33,958 Residential mortgage: Residential mortgage 135,165 250 6,439 — — 141,854 Purchased HELOC loans 6,220 — 327 — — 6,547 Consumer installment: Originated indirect paper 28,312 — 223 — — 28,535 Other Consumer 14,539 — 91 — — 14,630 Gross loans $ 1,201,185 $ 7,777 $ 32,922 $ — $ — $ 1,241,884 Less: Unearned net deferred fees and costs and loans in process ( 5,033 ) Unamortized discount on acquired loans ( 6,712 ) Allowance for loan losses ( 14,836 ) Loans receivable, net $ 1,215,303 23 Below is a summary of originated loans by type and risk rating as of December 31, 2019: 1 to 5 6 7 8 9 TOTAL Originated Loans: Commercial/Agricultural real estate: Commercial real estate $ 301,381 $ 266 $ 899 $ — $ — $ 302,546 Agricultural real estate 31,129 829 2,068 — — 34,026 Multi-family real estate 71,877 — — — — 71,877 Construction and land development 67,989 — 3,478 — — 71,467 C&I/Agricultural operating: Commercial and industrial 85,248 1,023 3,459 — — 89,730 Agricultural operating 19,545 402 770 — — 20,717 Residential mortgage: Residential mortgage 104,428 — 4,191 — — 108,619 Purchased HELOC loans 8,407 — — — — 8,407 Consumer installment: — Originated indirect paper 39,339 — 246 — — 39,585 Other Consumer 15,425 — 121 — — 15,546 Total originated loans $ 744,768 $ 2,520 $ 15,232 $ — $ — $ 762,520 Acquired Loans: Commercial/Agricultural real estate: Commercial real estate $ 196,692 $ 6,084 $ 9,137 $ — $ — $ 211,913 Agricultural real estate 42,381 534 8,422 — — 51,337 Multi-family real estate 13,533 — 1,598 — — 15,131 Construction and land development 14,181 — 762 — — 14,943 C&I/Agricultural operating: Commercial and industrial 41,587 932 1,485 — — 44,004 Agricultural operating 15,621 350 1,092 — — 17,063 Residential mortgage: Residential mortgage 65,125 436 2,152 — — 67,713 Consumer installment: Other Consumer 2,628 — 12 — — 2,640 Total acquired loans $ 391,748 $ 8,336 $ 24,660 $ — $ — $ 424,744 Total Loans: Commercial/Agricultural real estate: Commercial real estate $ 498,073 $ 6,350 $ 10,036 $ — $ — 514,459 Agricultural real estate 73,510 1,363 10,490 — — 85,363 Multi-family real estate 85,410 — 1,598 — — 87,008 Construction and land development 82,170 — 4,240 — — 86,410 C&I/Agricultural operating: Commercial and industrial 126,835 1,955 4,944 — — 133,734 Agricultural operating 35,166 752 1,862 — — 37,780 Residential mortgage: Residential mortgage 169,553 436 6,343 — — 176,332 Purchased HELOC loans 8,407 — — — — 8,407 Consumer installment: Originated indirect paper 39,339 — 246 — — 39,585 Other Consumer 18,053 — 133 — — 18,186 Gross loans $ 1,136,516 $ 10,856 $ 39,892 $ — $ — $ 1,187,264 Less: Unearned net deferred fees and costs and loans in process ( 393 ) Unamortized discount on acquired loans ( 9,491 ) Allowance for loan losses ( 10,320 ) Loans receivable, net $ 1,167,060 24 Allowance for Loan Losses - The ALL represents management’s estimate of probable and inherent credit losses in the Bank’s loan portfolio. Estimating the amount of the ALL requires the exercise of significant judgment and the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of other qualitative factors such as current economic trends and conditions, all of which may be susceptible to significant change. There are many factors affecting the ALL; some are quantitative, while others require qualitative judgment. The process for determining the ALL (which management believes adequately considers potential factors which result in probable credit losses), includes subjective elements and, therefore, may be susceptible to significant change. To the extent actual outcomes differ from management estimates, additional provision for loan losses could be required that could adversely affect the Company’s earnings or financial position in future periods. Allocations of the ALL may be made for specific loans but the entire ALL is available for any loan that, in management’s judgment, should be charged-off or for which an actual loss is realized. As an integral part of their examination process, various regulatory agencies also review the Bank’s ALL. Such agencies may require that changes in the ALL be recognized when such regulators’ credit evaluations differ from those of our management based on information available to the regulators at the time of their examinations. Changes in the ALL by loan type for the periods presented below were as follows: Commercial/Agriculture Real Estate C&I/Agricultural operating Residential Mortgage Consumer Installment Unallocated Total Three months ended September 30, 2020 Allowance for Loan Losses: Beginning balance, July 1, 2020 $ 8,297 $ 1,778 $ 980 $ 480 $ 574 $ 12,109 Charge-offs — ( 103 ) ( 4 ) ( 10 ) — ( 117 ) Recoveries 74 — 2 18 — 94 Provision 430 188 ( 15 ) 64 56 723 Total Allowance on originated loans 8,801 1,863 963 552 630 12,809 Purchased credit impaired loans — — — — — — Other acquired loans: Beginning balance, July 1, 2020 746 334 112 72 — 1,264 Charge-offs — — ( 47 ) — — ( 47 ) Recoveries 1 30 — 2 — 33 Provision 623 ( 58 ) 199 13 — 777 Total Allowance on other acquired loans 1,370 306 264 87 — 2,027 Total Allowance on acquired loans 1,370 306 264 87 — 2,027 Ending balance, September 30, 2020 $ 10,171 $ 2,169 $ 1,227 $ 639 $ 630 $ 14,836 25 Commercial/Agriculture Real Estate C&I/Agricultural operating Residential Mortgage Consumer Installment Unallocated Total Nine months ended September 30, 2020 Allowance for Loan Losses: Beginning balance, January 1, 2020 $ 6,205 $ 1,643 $ 879 $ 467 $ 357 $ 9,551 Charge-offs — ( 632 ) ( 4 ) ( 124 ) — ( 760 ) Recoveries 74 — 7 55 — 136 Provision 2,522 852 81 154 273 3,882 Total Allowance on originated loans 8,801 1,863 963 552 630 12,809 Purchased credit impaired loans — — — — — — Other acquired loans: Beginning balance, January 1, 2020 526 27 163 53 — 769 Charge-offs — ( 159 ) ( 74 ) ( 2 ) — ( 235 ) Recoveries 77 30 14 4 — 125 Provision 767 408 161 32 — 1,368 Total Allowance on other acquired loans 1,370 306 264 87 — 2,027 Total Allowance on acquired loans 1,370 306 264 87 — 2,027 Ending balance, September 30, 2020 $ 10,171 $ 2,169 $ 1,227 $ 639 $ 630 $ 14,836 Allowance for Loan Losses at September 30, 2020: Amount of allowance for loan losses arising from loans individually evaluated for impairment $ 772 $ 159 $ 249 $ 1 $ — $ 1,181 Amount of allowance for loan losses arising from loans collectively evaluated for impairment $ 9,399 $ 2,010 $ 978 $ 638 $ 630 $ 13,655 Loans Receivable as of September 30, 2020: — Ending balance of originated loans $ 535,698 $ 243,449 $ 96,647 $ 41,756 $ — $ 917,550 Ending balance of purchased credit-impaired loans 21,453 2,077 1,553 — — 25,083 Ending balance of other acquired loans 215,671 31,970 50,201 1,409 — 299,251 Ending balance of loans $ 772,822 $ 277,496 $ 148,401 $ 43,165 $ — $ 1,241,884 Ending balance: individually evaluated for impairment $ 13,190 $ 6,275 $ 8,436 $ 367 $ — $ 28,268 Ending balance: collectively evaluated for impairment $ 759,632 $ 271,221 $ 139,965 $ 42,798 $ — $ 1,213,616 26 Commercial/Agriculture Real Estate C&I/Agricultural operating Residential Mortgage Consumer Installment Unallocated Total Three months ended September 30, 2019 Allowance for Loan Losses: Beginning balance, July 1, 2019 $ 5,010 $ 1,470 $ 977 $ 528 $ 299 $ 8,284 Charge-offs — — ( 89 ) ( 36 ) — ( 125 ) Recoveries — — — 17 — 17 Provision 281 130 117 ( 12 ) 2 518 Total Allowance on originated loans 5,291 1,600 1,005 497 301 8,694 Purchased credit impaired loans — — — — — — Other acquired loans: Beginning balance, July 1, 2019 181 85 153 56 — 475 Charge-offs — — ( 45 ) ( 9 ) — ( 54 ) Recoveries — — 1 4 — 5 Provision ( 10 ) 2 61 4 — 57 Total Allowance on other acquired loans 171 87 170 55 — 483 Total Allowance on acquired loans 171 87 170 55 — 483 Ending balance, September 30, 2019 $ 5,462 $ 1,687 $ 1,175 $ 552 $ 301 $ 9,177 27 Commercial/Agriculture Real Estate C&I/Agricultural operating Residential Mortgage Consumer Installment Unallocated Total Nine months ended September 30, 2019 Allowance for Loan Losses: Beginning balance, January 1, 2019 $ 4,019 $ 1,258 $ 1,048 $ 641 $ 214 $ 7,180 Charge-offs ( 225 ) — ( 119 ) ( 142 ) — ( 486 ) Recoveries — — — 53 — 53 Provision 1,497 342 76 ( 55 ) 87 1,947 Total Allowance on originated loans $ 5,291 $ 1,600 $ 1,005 $ 497 $ 301 $ 8,694 Purchased credit impaired loans — — — — — — Other acquired loans Beginning balance, January 1, 2019 183 32 205 65 ( 61 ) 424 Charge-offs — — ( 105 ) ( 29 ) — ( 134 ) Recoveries 3 — 2 10 — 15 Provision ( 15 ) 55 68 9 61 178 Total Allowance on other acquired loans 171 87 170 55 — 483 Total Allowance on acquired loans 171 87 170 55 — 483 Ending balance, September 30, 2019 $ 5,462 $ 1,687 $ 1,175 $ 552 $ 301 $ 9,177 Allowance for Loan Losses at September 30, 2019: Amount of allowance for loan losses arising from loans individually evaluated for impairment $ 205 $ 252 $ 191 $ 15 $ — $ 663 Amount of allowance for loan losses arising from loans collectively evaluated for impairment $ 5,257 $ 1,435 $ 984 $ 537 $ 301 $ 8,514 Loans Receivable as of September 30, 2019: Ending balance of originated loans $ 401,211 $ 102,998 $ 124,627 $ 58,612 $ — $ 687,448 Ending balance of purchased credit-impaired loans 33,840 5,320 2,273 — — 41,433 Ending balance of other acquired loans 272,744 58,741 71,290 3,052 — 405,827 Ending balance of loans $ 707,795 $ 167,059 $ 198,190 $ 61,664 $ — $ 1,134,708 Ending balance: individually evaluated for impairment $ 16,458 $ 7,215 $ 8,626 $ 419 $ — $ 32,718 Ending balance: collectively evaluated for impairment $ 691,337 $ 159,844 $ 189,564 $ 61,245 $ — $ 1,101,990 28 Loans receivable by loan type as of the end of the periods shown below were as follows: Commercial/Agriculture Real Estate Loans C&I/Agricultural Operating Residential Mortgage Consumer Installment Totals September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019 Performing loans Performing TDR loans $ 5,480 $ 1,730 $ 3,868 $ 366 $ 3,178 $ 3,206 $ 53 $ 68 $ 12,579 $ 5,370 Performing loans other 759,328 758,237 271,124 167,596 141,755 178,415 42,994 57,486 1,215,201 1,161,734 Total performing loans 764,808 759,967 274,992 167,962 144,933 181,621 43,047 57,554 1,227,780 1,167,104 Nonperforming loans (1) Nonperforming TDR loans 5,037 4,868 1,490 1,973 672 383 — — 7,199 7,224 Nonperforming loans other 2,977 8,405 1,014 1,579 2,796 2,735 118 217 6,905 12,936 Total nonperforming loans 8,014 13,273 2,504 3,552 3,468 3,118 118 217 14,104 20,160 Total loans $ 772,822 $ 773,240 $ 277,496 $ 171,514 $ 148,401 $ 184,739 $ 43,165 $ 57,771 $ 1,241,884 $ 1,187,264 (1) Nonperforming loans are either 90+ days past due or nonaccrual. As of September 30, 2020, the Company had $ 260.8 million in unused commitments, compared to $ 246.7 million in unused commitments as of December 31, 2019. 29 An aging analysis of the Company’s commercial/agricultural real estate, C&I, agricultural operating, residential mortgage, consumer installment and purchased third party loans as of September 30, 2020 and December 31, 2019, respectively, was as follows: 30-59 Days Past Due and Accruing 60-89 Days Past Due and Accruing Greater Than 89 Days Past Due and Accruing Total Past Due and Accruing Nonaccrual Loans Total Past Due Accruing and Nonaccrual Loans Current Total Loans September 30, 2020 Commercial/Agricultural real estate: Commercial real estate $ 247 $ 99 $ — $ 346 $ 2,614 $ 2,960 $ 497,713 $ 500,673 Agricultural real estate 179 — — 179 5,252 5,431 67,712 73,143 Multi-family real estate — — — — 148 148 109,520 109,668 Construction and land development 224 379 — 603 — 603 88,735 89,338 C&I/Agricultural operating: Commercial and industrial 163 — — 163 853 1,016 103,355 104,371 C&I SBA PPP loans — — — — — — 139,166 139,166 Agricultural operating 451 600 — 1,051 1,651 2,702 31,256 33,958 Residential mortgage: Residential mortgage 2,256 960 838 4,054 2,302 6,356 135,498 141,854 Purchased HELOC loans — 67 94 161 234 395 6,152 6,547 Consumer installment: Originated indirect paper 111 41 17 169 74 243 28,293 28,536 Other Consumer 63 15 1 79 26 105 14,525 14,630 Total $ 3,694 $ 2,161 $ 950 $ 6,805 $ 13,154 $ 19,959 $ 1,221,925 $ 1,241,884 December 31, 2019 Commercial/Agricultural real estate: Commercial real estate $ 2,804 $ 847 $ — $ 3,651 $ 4,214 $ 7,865 $ 506,594 $ 514,459 Agricultural real estate 509 — — 509 7,568 8,077 77,286 85,363 Multi-family real estate — — — — 1,449 1,449 85,559 87,008 Construction and land development 436 — — 436 42 478 85,932 86,410 C&I/Agricultural operating: Commercial and industrial 1,024 — — 1,024 1,850 2,874 130,860 133,734 Agricultural operating 73 49 — 122 1,702 1,824 35,956 37,780 Residential mortgage: Residential mortgage 4,929 1,597 649 7,175 2,063 9,238 167,094 176,332 Purchased HELOC loans 293 378 407 1,078 — 1,078 7,329 8,407 Consumer installment: Originated indirect paper 168 52 20 240 137 377 39,208 39,585 Other Consumer 204 43 28 275 31 306 17,880 18,186 Total $ 10,440 $ 2,966 $ 1,104 $ 14,510 $ 19,056 $ 33,566 $ 1,153,698 $ 1,187,264 30 At September 30, 2020, the Company has identified impaired loans of $ 51,689 , consisting of $ 19,778 TDR loans, the carrying amount of purchased credit impaired loans of $ 23,422 and $ 8,489 of substandard non-TDR loans. The $ 51,689 total of impaired loans includes $ 12,579 of performing TDR loans. At December 31, 2019, the Company has identified impaired loans of $ 63,196 , consisting of $ 12,594 TDR loans, the carrying amount of purchased credit impaired loans of $ 31,978 and $ 18,624 of substandard non-TDR loans. The $ 63,196 total of impaired loans includes $ 5,370 of performing TDR loans. A loan is identified as impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement. Performing TDRs consist of loans that have been modified and are performing in accordance with the modified terms for a sufficient length of time, generally six months, or loans that were modified on a proactive basis. A summary of the Company’s impaired loans as of September 30, 2020, December 31, 2019 and September 30, 2019 was as follows: Three Months Ended Nine Months Ended Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized September 30, 2020 With No Related Allowance Recorded: Commercial/agriculture real estate $ 30,419 $ 30,419 $ — $ 30,344 $ 454 $ 35,467 $ 1,374 C&I/Agricultural operating 6,860 6,860 — 7,070 35 8,169 188 Residential mortgage 8,715 8,715 — 8,668 107 8,705 356 Consumer installment 363 363 — 363 6 371 23 Total $ 46,357 $ 46,357 $ — $ 46,445 $ 602 $ 52,712 $ 1,941 With An Allowance Recorded: Commercial/agriculture real estate $ 3,177 $ 3,177 $ 772 $ 3,597 $ 48 $ 2,660 $ 73 C&I/Agricultural operating 1,034 1,034 159 669 — 762 12 Residential mortgage 1,118 1,118 249 970 7 1,275 36 Consumer installment 3 3 1 9 — 35 — Total $ 5,332 $ 5,332 $ 1,181 $ 5,245 $ 55 $ 4,732 $ 121 September 30, 2020 Totals: Commercial/agriculture real estate $ 33,596 $ 33,596 $ 772 $ 33,941 $ 502 $ 38,127 $ 1,447 C&I/Agricultural operating 7,894 7,894 159 7,739 35 8,931 200 Residential mortgage 9,833 9,833 249 9,638 114 9,980 392 Consumer installment 366 366 1 372 6 406 23 Total $ 51,689 $ 51,689 $ 1,181 $ 51,690 $ 657 $ 57,444 $ 2,062 31 Recorded Investment Unpaid Principal Balance Related Allowance December 31, 2019 With No Related Allowance Recorded: Commercial/agriculture real estate $ 40,514 $ 40,514 $ — C&I/Agricultural operating 9,477 9,477 — Residential mortgage 8,695 8,695 — Consumer installment 379 379 — Total $ 59,065 $ 59,065 $ — With An Allowance Recorded: Commercial/agriculture real estate $ 2,143 $ 2,143 $ 495 C&I/Agricultural operating 490 490 312 Residential mortgage 1,431 1,431 136 Consumer installment 67 67 13 Total $ 4,131 $ 4,131 $ 956 December 31, 2019 Totals Commercial/agriculture real estate $ 42,657 $ 42,657 $ 495 C&I/Agricultural operating 9,967 9,967 312 Residential mortgage 10,126 10,126 136 Consumer installment 446 446 13 Total $ 63,196 $ 63,196 $ 956 Three Months Ended Nine Months Ended Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized September 30, 2019 With No Related Allowance Recorded: Commercial/agriculture real estate $ 43,907 $ 43,907 $ — $ 36,724 $ 721 $ 36,379 $ 2,212 C&I/Agricultural operating 10,298 10,298 — 9,417 166 8,599 543 Residential mortgage 9,016 9,016 — 8,593 141 8,945 370 Consumer installment 358 358 — 300 7 292 24 Total $ 63,579 $ 63,579 $ — $ 55,034 $ 1,035 $ 54,215 $ 3,149 With An Allowance Recorded: Commercial/agriculture real estate $ 1,634 $ 1,634 $ 205 $ 1,384 $ — $ 1,307 $ — C&I/Agricultural operating 541 541 252 576 — 284 11 Residential mortgage 1,598 1,598 191 1,340 24 1,465 62 Consumer installment 62 62 15 85 — 104 2 Total $ 3,835 $ 3,835 $ 663 $ 3,385 $ 24 $ 3,160 $ 75 September 30, 2019 Totals: Commercial/agriculture real estate $ 45,541 $ 45,541 $ 205 $ 38,108 $ 721 $ 37,686 $ 2,212 C&I/Agricultural operating 10,839 10,839 252 9,993 166 8,883 554 Residential mortgage 10,614 10,614 191 9,933 165 10,410 432 Consumer installment 420 420 15 385 7 396 26 Total $ 67,414 $ 67,414 $ 663 $ 58,419 $ 1,059 $ 57,375 $ 3,224 32 Troubled Debt Restructuring – A TDR includes a loan modification where a borrower is experiencing financial difficulty, and the Bank grants a concession to that borrower that the Bank would not otherwise consider, except for the borrower’s financial difficulties. Concessions may include: extension of the loan’s term, renewals of existing balloon loans, reductions in interest rates and consolidating existing Bank loans at modified terms. A TDR may be either on accrual or nonaccrual status based upon the performance of the borrower and management’s assessment of collectability. If a TDR is placed on nonaccrual status, it remains there until a sufficient period of performance under the restructured terms has occurred at which time it is returned to accrual status. There were three delinquent accruing TDRs greater than 60 days past due with a recorded investment of $ 310 at September 30, 2020, compared to two such loans with a recorded investment of $ 101 at December 31, 2019. Following is a summary of TDR loans by accrual status as of September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 Troubled debt restructure loans: Accrual status $ 12,579 $ 5,396 Non-accrual status 7,199 7,198 Total $ 19,778 $ 12,594 There was one loan commitment meeting our TDR criteria as of September 30, 2020 totaling $ 17 and no loan commitments meeting our TDR criteria as of December 31, 2019. There were unused lines of credit totaling $ 85 and $ 12 meeting our TDR criteria as of September 30, 2020 and December 31, 2019, respectively. The following provides detail, including specific reserve and reasons for modification, related to loans identified as TDRs during the three and nine months ended September 30, 2020 and September 30, 2019: Number of Contracts Maturity Extension Modified Payment Modified Under- writing Other Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment Specific Reserve Three months ended September 30, 2020 TDRs: Commercial/agriculture real estate 3 $ 3,550 $ — $ 276 $ — $ 3,826 $ 3,826 $ — C&I/Agricultural operating 2 3,000 — — — 3,000 3,000 — Residential mortgage 8 59 500 32 — 591 591 — Consumer installment — — — — — — — — Totals 13 $ 6,609 $ 500 $ 308 $ — $ 7,417 $ 7,417 $ — Number of Contracts Maturity Extension Modified Payment Modified Under- writing Other Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment Specific Reserve Nine months ended September 30, 2020 TDRs: Commercial/agriculture real estate 12 $ 4,442 $ 198 $ 293 $ — $ 4,933 $ 4,933 $ — C&I/Agricultural operating 5 3,295 78 — — 3,373 3,373 — Residential mortgage 13 148 858 117 — 1,123 1,123 — Consumer installment 2 3 — 4 — 7 7 — Totals 32 $ 7,888 $ 1,134 $ 414 $ — $ 9,436 $ 9,436 $ — 33 Number of Contracts Maturity Extension Modified Payment Modified Under- writing Other Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment Specific Reserve Three months ended September 30, 2019 TDRs: Commercial/agriculture real estate 7 $ 1,987 $ — $ 25 $ — $ 2,012 $ 2,012 $ — C&I/Agricultural operating 1 — — 60 — 60 60 — Residential mortgage 2 106 — — — 106 106 — Consumer installment — — — — — — — — Totals 10 $ 2,093 $ — $ 85 $ — $ 2,178 $ 2,178 $ — Number of Contracts Maturity Extension Modified Payment Modified Under- writing Other Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment Specific Reserve Nine months ended September 30, 2019 TDRs: Commercial/agriculture real estate 14 $ 2,005 $ 78 $ 1,215 $ — $ 3,298 $ 3,298 $ — C&I/Agricultural operating 7 165 364 469 — 998 998 — Residential mortgage 9 431 — 171 — 602 602 — Consumer installment 1 2 — — — 2 2 — Totals 31 $ 2,603 $ 442 $ 1,855 $ — $ 4,900 $ 4,900 $ — A summary of loans by loan segment modified in a troubled debt restructuring as of September 30, 2020 and September 30, 2019, was as follows: September 30, 2020 September 30, 2019 Number of Modifications Recorded Investment Number of Modifications Recorded Investment Troubled debt restructurings: Commercial/agriculture real estate 34 $ 10,517 27 $ 5,917 C&I/Agricultural operating 17 5,358 16 2,366 Residential mortgage 50 3,850 42 3,438 Consumer installment 7 53 8 74 Total troubled debt restructurings 108 $ 19,778 93 $ 11,795 34 The following table provides information related to restructured loans that were considered in default as of September 30, 2020 and September 30, 2019: September 30, 2020 September 30, 2019 Number of Modifications Recorded Investment Number of Modifications Recorded Investment Troubled debt restructurings: Commercial/agriculture real estate 15 $ 5,037 9 $ 2,343 C&I/Agricultural operating 12 1,490 12 1,914 Residential mortgage 8 672 3 344 Total troubled debt restructurings 35 $ 7,199 24 $ 4,601 The following table provides information related to restructured loans that became in default during the three months ended September 30, 2020 and September 30, 2019: September 30, 2020 September 30, 2019 Number of Modifications Recorded Investment Number of Modifications Recorded Investment Troubled debt restructurings: Commercial/agriculture real estate — $ — 2 $ 120 Residential mortgage 2 234 — — Total troubled debt restructurings 2 $ 234 2 $ 120 The following table provides information related to restructured loans that became in default during the nine months ended September 30, 2020 and September 30, 2019: September 30, 2020 September 30, 2019 Number of Modifications Recorded Investment Number of Modifications Recorded Investment Troubled debt restructurings: Commercial/agriculture real estate 2 $ 140 7 $ 227 C&I/Agricultural operating 1 78 4 857 Residential mortgage 3 279 — — Total troubled debt restructurings 6 $ 497 11 $ 1,084 35 All acquired loans were initially recorded at fair value at the acquisition date. The outstanding balance and the carrying amount of acquired loans included in the consolidated balance sheet are as follows: September 30, 2020 December 31, 2019 Accountable for under ASC 310-30 (Purchased Credit Impaired “PCI” loans) Outstanding balance $ 25,083 $ 38,268 Carrying amount $ 23,422 $ 31,978 Accountable for under ASC 310-20 (non-PCI loans) Outstanding balance $ 299,251 $ 386,476 Carrying amount $ 294,201 $ 383,275 Total acquired loans Outstanding balance $ 324,334 $ 424,744 Carrying amount $ 317,623 $ 415,253 The following table provides changes in accretable discounts for all acquired loans from prior acquisitions with deteriorated credit quality: September 30, 2020 September 30, 2019 Accretable discount, beginning of period $ 3,201 $ 3,163 Additions to accretable discount for acquired performing loans — 814 Accelerated accretion from payoff of certain PCI loans with transferred non-accretable difference ( 99 ) — Transfers from non-accretable difference to accretable discount 2,704 80 Scheduled accretion ( 756 ) ( 622 ) Accretable discounts, end of period $ 5,050 $ 3,435 Non-accretable difference on purchase credit impaired loans was $ 1,661 and $ 6,290 at September 30, 2020 and December 31, 2019, respectively. 36 NOTE 4 – MORTGAGE SERVICING RIGHTS Mortgage servicing rights-- Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid balances of these loans as of September 30, 2020 and December 31, 2019 were $ 555,700 and $ 524,715 , respectively, and consisted of one to four family residential real estate loans. These loans are serviced primarily for the Federal Home Loan Mortgage Corporation, Federal Home Loan Bank and the Federal National Mortgage Association. The current period valuation allowance is included as amortization of mortgage servicing rights in non-interest expense on the consolidated statement of operations. Custodial escrow balances maintained in connection with the foregoing loan servicing, and included in deposits were $ 6,753 and $ 2,868 , at September 30, 2020 and December 31, 2019, respectively. Mortgage servicing rights activity for the nine month period ended September 30, 2020 and twelve months ended December 31, 2019 were as follows: As of and for the Nine Months Ended As of and for the Twelve Months Ended Mortgage servicing rights: September 30, 2020 December 31, 2019 Mortgage servicing assets, net; beginning of period $ 4,541 $ 4,486 MSR asset acquired — — Increase in MSR assets resulting from transfers of financial assets 1,546 904 Amortization during the period ( 908 ) ( 849 ) 5,179 4,541 Valuation Allowances: Balance at beginning of period ( 259 ) — Additions ( 1,422 ) ( 259 ) Recoveries — — Write-downs — — Balance at end of period ( 1,681 ) ( 259 ) Mortgage servicing assets, net; end of period $ 3,498 $ 4,282 Fair value of MSR asset; end of period $ 3,509 $ 4,309 Residential mortgage loans serviced for others $ 555,700 $ 524,715 Net book value of MSR asset to loans serviced for others 0.63 % 0.82 % 37 NOTE 5 – LEASES We have operating leases for our corporate offices ( 1 ), bank branch offices ( 6 ), other production offices ( 1 ) and certain office equipment. Our leases have remaining lease terms ranging from approximately 3 months to 8 years, some of which include options to extend the leases for up to 5 additional years. As of September 30, 2020, we have no additional lease commitments that have not yet commenced. Nine Months Ended September 30, 2020 September 30, 2019 Supplemental cash flow information related to leases was as follows: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 477 $ 665 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ — $ 158 September 30, 2020 December 31, 2019 Supplemental balance sheet information related to leases was as follows: Operating lease right-of-use assets $ 2,803 $ 2,787 Operating lease liabilities $ 2,910 $ 2,845 Weighted average remaining lease term in years; operating leases 6.1 6.63 Weighted average discount rate; operating leases 2.63 % 3.07 % Cash obligations under lease contracts are as follows: Fiscal years ending December 31, 2020 $ 161 2021 592 2022 558 2023 505 2024 419 Thereafter 1,229 Total 3,464 Less: effects of discounting ( 554 ) Lease liability recognized $ 2,910 38 NOTE 6 – DEPOSITS The following is a summary of deposits by type at September 30, 2020 and December 31, 2019, respectively: September 30, 2020 December 31, 2019 Non-interest bearing demand deposits $ 229,217 $ 168,157 Interest bearing demand deposits 279,648 223,102 Savings accounts 191,511 156,599 Money market accounts 246,651 246,430 Certificate accounts 323,751 401,414 Total deposits $ 1,270,778 $ 1,195,702 Brokered deposits included above: $ 3,250 $ 50,377 At September 30, 2020, the scheduled maturities of time deposits were as follows: September 30, 2021 $ 216,854 September 30, 2022 96,391 September 30, 2023 6,669 September 30, 2024 2,976 September 30, 2025 861 After September 30, 2025 — Total $ 323,751 39 NOTE 7 – FEDERAL HOME LOAN BANK AND FEDERAL RESERVE BANK ADVANCES AND OTHER BORROWINGS A summary of Federal Home Loan Bank advances and other borrowings at September 30, 2020 and December 31, 2019 is as follows: September 30, 2020 December 31, 2019 Stated Maturity Amount Range of Stated Rates Amount Range of Stated Rates Federal Home Loan Bank advances (1), (2), (3), (4), (5) 2020 $ 1,000 1.76 % 1.76 % $ 69,000 1.67 % 2.05 % 2021 8,000 — % 2.16 % 4,000 1.85 % 2.16 % 2022 15,000 2.34 % 2.45 % 15,000 2.34 % 2.45 % 2023 20,000 1.43 % 1.44 % — — % — % 2024 20,530 — % 1.45 % 530 — % — % 2025 5,000 1.45 % 1.45 % — — % — % 2029 42,500 1.00 % 1.13 % 42,500 1.00 % 1.13 % 2030 12,500 0.52 % 0.86 % — — % — % Subtotal 124,530 131,030 Unamortized discount on acquired notes ( 39 ) ( 59 ) Federal Home Loan Bank advances, net $ 124,491 $ 130,971 Senior Notes (6) 2031 $ 28,856 3.50 % 3.50 % $ 28,856 4.00 % 4.75 % Subordinated Notes (7) 2027 $ 15,000 6.75 % 6.75 % $ 15,000 6.75 % 6.75 % 2030 15,000 6.00 % 6.00 % $ 30,000 Unamortized debt issuance costs $ ( 559 ) $ ( 296 ) Total other borrowings $ 58,297 $ 43,560 Totals $ 182,788 $ 174,531 (1) The FHLB advances bear fixed rates, require interest-only monthly payments, and are collateralized by a blanket lien on pre-qualifying first mortgages, home equity lines, multi-family loans and certain other loans which had a pledged balance of $ 681,951 and $ 792,909 at September 30, 2020 and December 31, 2019, respectively. At September 30, 2020, the Bank’s available and unused portion under the FHLB borrowing arrangement was approximately $ 105,858 compared to $ 203,935 as of December 31, 2019. (2) Maximum month-end borrowed amounts outstanding under this borrowing agreement were $ 162,530 and $ 151,530 , during the nine months ended September 30, 2020 and the twelve months ended December 31, 2019, respectively. (3) The weighted-average interest rates on FHLB borrowings maturing within twelve months as of September 30, 2020 and December 31, 2019 were 0.82 % and 1.74 %, respectively. (4) Six of the FHLB notes with remaining balances totaling $ 9,530 were acquired as a result of the F&M acquisition. These notes mature on various dates through 2024 with a weighted average rate of 2.02 % and weighted average maturity of 14 months. (5) FHLB term notes totaling $ 55,000 , with various maturity dates in 2029 and 2030, can be called or replaced by the FHLB on a quarterly basis, beginning approximately three months after the initial advance. (6) Senior notes, entered into by the Company in June 2019 consist of the following: (a) A term note, requiring quarterly interest-only payments through June 2022, and quarterly principal and interest payments thereafter. Interest is variable, based on US Prime rate with a floor rate of 3.50 %. 40 (b) A $ 5,000 line of credit, maturing in August 2021, that remains undrawn upon. (7) Subordinated notes resulted from the following: (a) The Company’s private sale in August 2017, which bears a fixed interest rate of 6.75 % for five years . In August 2022, they convert to a three-month LIBOR plus 4.90 % rate, and the interest rate will reset quarterly thereafter. Interest-only payments are due quarterly. (b) The Company’s Subordinated Note Purchase Agreement entered into with certain purchasers in August 2020, which bears a fixed interest rate of 6.00 % for five years . In September 2025, the fixed interest rate will be reset quarterly to equal the three-month term Secured Overnight Financing Rate plus 591 basis points. Interest-only payments are due semi-annually each year during the fixed interest period and quarterly during the floating interest period. Federal Home Loan Bank Letters of Credit The Bank has an irrevocable Standby Letter of Credit Master Reimbursement Agreement with the Federal Home Loan Bank. This irrevocable standby letter of credit (“LOC”) is supported by loan collateral as an alternative to directly pledging investment securities on behalf of a municipal customer as collateral for their interest bearing deposit balances. These balances were $ 180,325 and $ 147,991 at September 30, 2020 and December 31, 2019, respectively. Federal Reserve Bank Paycheck Protection Program Liquidity Facility (“FRB PPPLF”) Program The Bank has originated Small Business Association’s Paycheck Protection Program (“SBA PPP”) loans and has complied with the requirements to pledge these loans to the FRB PPPLF program which provides 100% funding for SBA PPP loans upon request. The Bank has no outstanding loan balances under this facility at September 30, 2020 and December 31, 2019. Maximum month-end borrowed amounts outstanding under this agreement were $ 25,136 and $ 0 , during the nine months ended September 30, 2020 and the twelve months ended December 31, 2019, respectively. NOTE 8 - CAPITAL MATTERS Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. Although these terms are not used to represent overall financial condition, if adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At September 30, 2020, the Bank was categorized as “Well Capitalized”, under Prompt Corrective Action Provisions. The Bank’s Tier 1 (leverage) and risk-based capital ratios at September 30, 2020 and December 31, 2019, respectively, are presented below: 41 Actual For Capital Adequacy Purposes To Be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio Amount Ratio Amount Ratio As of September 30, 2020 Total capital (to risk weighted assets) $ 170,610 15.0 % $ 91,021 > = 8.0 % $ 113,776 > = 10.0 % Tier 1 capital (to risk weighted assets) 156,388 13.7 % 68,266 > = 6.0 % 91,021 > = 8.0 % Common equity tier 1 capital (to risk weighted assets) 156,388 13.7 % 51,199 > = 4.5 % 73,955 > = 6.5 % Tier 1 leverage ratio (to adjusted total assets) 156,388 9.9 % 63,465 > = 4.0 % 79,331 > = 5.0 % As of December 31, 2019 Total capital (to risk weighted assets) $ 160,302 13.1 % $ 98,174 > = 8.0 % $ 122,718 > = 10.0 % Tier 1 capital (to risk weighted assets) 149,982 12.2 % 73,631 > = 6.0 % 98,174 > = 8.0 % Common equity tier 1 capital (to risk weighted assets) 149,982 12.2 % 55,223 > = 4.5 % 79,767 > = 6.5 % Tier 1 leverage ratio (to adjusted total assets) 149,982 10.4 % 57,834 > = 4.0 % 72,293 > = 5.0 % The Company’s Tier 1 (leverage) and risk-based capital ratios at September 30, 2020 and December 31, 2019, respectively, are presented below: Actual For Capital Adequacy Purposes To Be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio Amount Ratio Amount Ratio As of September 30, 2020 Total capital (to risk weighted assets) $ 163,250 14.3 % $ 91,021 > = 8.0 % N/A N/A Tier 1 capital (to risk weighted assets) 119,028 10.5 % 68,266 > = 6.0 % N/A N/A Common equity tier 1 capital (to risk weighted assets) 119,028 10.5 % 51,199 > = 4.5 % N/A N/A Tier 1 leverage ratio (to adjusted total assets) 119,028 7.5 % 63,465 > = 4.0 % N/A N/A As of December 31, 2019 Total capital (to risk weighted assets) $ 137,259 11.2 % $ 98,174 > = 8.0 % N/A N/A Tier 1 capital (to risk weighted assets) 111,939 9.1 % 73,631 > = 6.0 % N/A N/A Common equity tier 1 capital (to risk weighted assets) 111,939 9.1 % 55,223 > = 4.5 % N/A N/A Tier 1 leverage ratio (to adjusted total assets) 111,939 7.7 % 57,834 > = 4.0 % N/A N/A - 42 NOTE 9 – STOCK-BASED COMPENSATION In February 2005, the Company’s stockholders approved the Company’s 2004 Recognition and Retention Plan and 2004 Stock Option and Incentive Plan. These plans were terminated on January 18, 2018. In February 2008, the Company’s stockholders approved the Company’s 2008 Equity Incentive Plan for a term of 10 years. As of September 30, 2020, 89,183 restricted shares and 181,000 options had been granted to eligible participants. Due to the plan’s expiration, no new awards can be granted under this plan. Restricted shares granted under the 2008 Equity Incentive Plan were awarded at no cost to the employee and vest pro rata over a two to five -year period from the grant date. Options granted to date under this plan vest pro rata over a five -year period from the grant date. Unexercised, nonqualified stock options expire within 15 years of the grant date and unexercised incentive stock options expire within 10 years of the grant date. On March 27, 2018, the stockholders of Citizens Community Bancorp, Inc. approved the 2018 Equity Incentive Plan. The aggregate number of shares of common stock reserved and available for issuance under the 2018 Equity Incentive Plan is 350,000 shares. As of September 30, 2020, 99,575 restricted shares had been granted under this plan. As of September 30, 2020, no stock options had been granted under this plan. Net compensation expense related to restricted stock awards from these plans was $ 165 and $ 462 for the three and nine months ended September 30, 2020, compared to $ 127 and $ 370 for the three and nine months ended September 30, 2019. Restricted Common Stock Award September 30, 2020 December 31, 2019 Number of Shares Weighted Average Grant Price Number of Shares Weighted Average Grant Price Restricted Shares Unvested and outstanding at beginning of year 43,457 $ 12.76 75,407 $ 13.24 Granted 45,507 11.79 12,847 11.50 Vested ( 14,545 ) 12.78 ( 32,630 ) 12.89 Forfeited — — ( 12,167 ) 13.28 Unvested and outstanding at end of year 74,419 $ 12.16 43,457 $ 12.76 The Company accounts for stock-based employee compensation related to the Company’s 2008 Equity Incentive Plan and 2018 Equity Incentive Plan using the fair-value-based method. Accordingly, management records compensation expense based on the value of the award as measured on the grant date and then the Company recognizes that cost over the vesting period for the award. The compensation cost recognized for stock-based employee compensation related to these plans for the three and nine month periods ended September 30, 2020 was $ 3 and $ 11 , respectively. The compensation cost recognized for stock-based employee compensation related to these plans for the three and nine month periods ended September 30, 2019 was $ 5 and $ 14 , respectively. 43 Common Stock Option Awards Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value September 30, 2020 Outstanding at beginning of year 78,100 $ 11.18 Forfeited or expired ( 5,000 ) 12.77 Outstanding at end of year 73,100 $ 11.08 5.75 Exercisable at end of year 52,900 $ 10.76 5.59 $ — Fully vested and expected to vest 73,100 $ 11.08 5.75 $ — December 31, 2019 Outstanding at beginning of year 108,930 $ 10.15 Exercised ( 28,430 ) 7.12 Forfeited or expired ( 2,400 ) 12.38 Outstanding at end of year 78,100 $ 11.18 6.55 Exercisable at end of year 44,700 $ 10.73 6.30 $ 67 Fully vested and expected to vest 78,100 $ 11.18 6.55 $ 81 Information related to the 2004 Stock Option and Incentive Plan and 2008 Equity Incentive Plan for the respective periods follows: Nine months ended September 30, 2020 Twelve months ended December 31, 2019 Intrinsic value of options exercised $ — $ 130 Cash received from options exercised $ — $ 203 Tax benefit realized from options exercised $ — $ — NOTE 10 – FAIR VALUE ACCOUNTING ASC Topic 820-10, “ Fair Value Measurements and Disclosures ” establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The topic describes three levels of inputs that may be used to measure fair value: Level 1- Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access as of the measurement date. Level 2- Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3- Significant unobservable inputs that reflect the Company’s assumptions about the factors that market participants would use in pricing an asset or liability. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input within the valuation hierarchy that is significant to the fair value measurement. The fair value of securities available for sale is determined by obtaining market price quotes from independent third parties wherever such quotes are available (Level 1 inputs); or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). Where such quotes are not available, we utilize independent third party valuation analysis to support our own estimates and judgments in determining fair value (Level 3 inputs). 44 Assets Measured on a Recurring Basis The following tables present the financial instruments measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019: Fair Value Quoted Prices in Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) September 30, 2020 Investment securities: U.S. government agency obligations $ 34,379 $ — $ 34,379 $ — Obligations of states and political subdivisions 140 — 140 — Mortgage-backed securities 51,758 — 51,758 — Corporate debt securities 15,364 — 15,364 — Corporate asset-based securities 35,543 — 35,543 — Trust preferred securities 13,724 — 13,724 — Total $ 150,908 150908000 $ — $ 150,908 $ — December 31, 2019 Investment securities: U.S. government agency obligations $ 51,805 $ — $ 51,805 $ — Obligations of states and political subdivisions 281 — 281 — Mortgage-backed securities 71,331 — 71,331 — Corporate debt securities 18,725 — 18,725 — Corporate asset backed securities 26,854 — 26,854 — Trust preferred securities 11,123 — 11,123 — Total $ 180,119 $ — $ 180,119 $ — Assets Measured on Nonrecurring Basis The following tables present the financial instruments measured at fair value on a nonrecurring basis as of September 30, 2020 and December 31, 2019: Carrying Value Quoted Prices in Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) September 30, 2020 Foreclosed and repossessed assets, net $ 812 $ — $ — $ 812 Impaired loans with allocated allowances 4,151 — — 4,151 Mortgage servicing rights 3,498 — — 3,509 Total $ 8,461 $ — $ — $ 8,472 December 31, 2019 Foreclosed and repossessed assets, net $ 1,460 $ — $ — $ 1,460 Impaired loans with allocated allowances 3,175 — — 3,175 Mortgage servicing rights 4,282 — — 4,309 Total $ 8,917 $ — $ — $ 8,944 45 The fair value of impaired loans referenced above was determined by obtaining independent third party appraisals and/or internally developed collateral valuations to support the Company’s estimates and judgments in determining the fair value of the underlying collateral supporting impaired loans. The fair value of foreclosed and repossessed assets was determined by obtaining market price valuations from independent third parties wherever such quotes were available for other collateral owned. The Company utilized independent third party appraisals to support the Company’s estimates and judgments in determining fair value for other real estate owned. The fair value of mortgage servicing rights was estimated using discounted cash flows based on current market rates and other factors. The following table represents additional quantitative information about assets measured at fair value on a recurring and nonrecurring basis and for which we have utilized Level 3 inputs to determine their fair value at September 30, 2020. Fair Value Valuation Techniques (1) Significant Unobservable Inputs (2) Range September 30, 2020 Foreclosed and repossessed assets, net $ 812 Appraisal value Estimated costs to sell 10 - 15% Impaired loans with allocated allowances $ 4,151 Appraisal value Estimated costs to sell 10 - 15% Mortgage servicing rights $ 3,509 Discounted cash flows Discounted rates 9 - 12% December 31, 2019 Foreclosed and repossessed assets, net $ 1,460 Appraisal value Estimated costs to sell 10 - 15% Impaired loans with allocated allowances $ 3,175 Appraisal value Estimated costs to sell 10 - 15% Mortgage servicing rights $ 4,309 Discounted cash flows Discounted rates 9.5% - 12.5% (1) Fair value is generally determined through independent third-party appraisals of the underlying collateral, which generally includes various level 3 inputs which are not observable. (2) The fair value basis of impaired loans and real estate owned may be adjusted to reflect management estimates of disposal costs including, but not limited to, real estate brokerage commissions, legal fees, and delinquent property taxes. 46 The table below represents what we would receive to sell an asset or what we would have to pay to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amount and estimated fair value of the Company’s financial instruments as of the dates indicated below were as follows: September 30, 2020 December 31, 2019 Valuation Method Used Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Financial assets: Cash and cash equivalents (Level I) $ 115,474 $ 115,474 $ 55,840 $ 55,840 Other interest-bearing deposits (Level II) 3,752 3,838 4,744 4,792 Securities available for sale “AFS” (Level II) 150,908 150,908 180,119 180,119 Securities held to maturity “HTM” (Level II) 16,927 17,233 2,851 2,957 Equity securities with readily determinable fair value (Level I) 187 187 246 246 Other investments (Level II) 15,075 15,075 15,005 15,005 Loans receivable, net (Level III) 1,215,303 1,204,923 1,167,060 1,161,660 Loans held for sale (Level II) 4,938 4,938 5,893 5,893 Mortgage servicing rights (Level III) 3,498 3,509 4,282 4,309 Accrued interest receivable (Level 1) 5,829 5,829 4,738 4,738 Financial liabilities: Deposits (Level III) $ 1,270,778 $ 1,275,000 $ 1,195,702 $ 1,192,777 FHLB advances (Level II) 124,491 129,798 130,971 131,593 Other borrowings (Level I) 58,297 58,297 43,560 43,560 Accrued interest payable (Level I) 517 517 453 453 47 NOTE 11 – OTHER COMPREHENSIVE INCOME (LOSS) The following tables show the tax effects allocated to each component of other comprehensive income for the three and nine months ended September 30, 2020 and 2019: Three months ended September 30, 2020 September 30, 2019 Before-Tax Amount Tax Expense Net-of-Tax Amount Before-Tax Amount Tax Expense Net-of-Tax Amount Unrealized gains on securities: Net unrealized gains arising during the period $ 1,220 $ ( 335 ) $ 885 $ 440 $ ( 121 ) $ 319 Reclassification adjustment for gains included in net income — — — — — — Other comprehensive income $ 1,220 $ ( 335 ) $ 885 $ 440 $ ( 121 ) $ 319 Nine months ended September 30, 2020 September 30, 2019 Before-Tax Amount Tax Expense Net-of-Tax Amount Before-Tax Amount Tax Expense Net-of-Tax Amount Unrealized gains on securities: Net unrealized gains arising during the period $ 2,052 $ ( 564 ) $ 1,488 $ 3,003 $ ( 826 ) $ 2,177 Reclassification adjustment for gains included in net income ( 156 ) 43 ( 113 ) ( 26 ) 7 ( 19 ) Other comprehensive income $ 1,896 $ ( 521 ) $ 1,375 $ 2,977 $ ( 819 ) $ 2,158 The changes in the accumulated balances for each component of other comprehensive income (loss), net of tax for the twelve months ended December 31, 2019 and the nine months ended September 30, 2020 were as follows: Unrealized Gains (Losses) on Securities Other Accumulated Comprehensive Income (Loss), net of tax Beginning Balance, January 1, 2019 $ ( 2,540 ) $ ( 1,841 ) Current year-to-date other comprehensive income 1,953 1,415 Adoption of ASU 2016-01; Equity securities (1) ( 62 ) ( 45 ) Ending balance, December 31, 2019 $ ( 649 ) $ ( 471 ) Current year-to-date other comprehensive income 1,896 1,375 Ending balance, September 30, 2020 $ 1,247 $ 904 (1) Amounts reclassified to retained earnings due to January 1, 2019 adoption of ASU 2016-02. For further information, refer to Note 1, “Nature of Business and Summary of Significant Policies; Recent Pronouncements-Adopted”. 48 Reclassifications out of accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2020 were as follows: Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) Details about Accumulated Other Comprehensive Income (Loss) Components Three months ended September 30, 2020 Nine months ended September 30, 2020 (1) Affected Line Item on the Statement of Operations Unrealized gains and losses Sale of securities $ — $ 156 Net gains on investment securities Tax Effect — ( 43 ) Provision for income taxes Total reclassifications for the period $ — $ 113 Net gain attributable to common shareholders (1) Amounts in parentheses indicate decreases to income/loss. Reclassifications out of accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2019 were as follows: Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) Details about Accumulated Other Comprehensive Income (Loss) Components Three months ended September 30, 2019 Nine months ended September 30, 2019 (1) Affected Line Item on the Statement of Operations Unrealized gains and losses Sale of securities $ — $ 26 Net gains on investment securities Tax Effect — ( 7 ) Provision for income taxes Total reclassifications for the period $ — $ 19 Net gain attributable to common shareholders (1) Amounts in parentheses indicate decreases to profit/loss. 49