Finward Bancorp 10-Q

fnwd20230930_10q.htm     UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 10-Q     (Mark One) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.     For the quarterly period ended September 30, 2023 or   ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.     For the transition period from ______ to ______     Commission File Number: 0-26128   Finward Bancorp (Exact name of registrant as specified in its charter)   Indiana 35-1927981 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)   9204 Columbia Avenue   Munster , Indiana 46321 (Address of principal executive offices) (ZIP code)                          Registrant's telephone number, including area code: ( 219 ) 836 ‑ 4400   N/A (Former name, former address and former fiscal year, if changed since last report)   Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, no par value FNWD The NASDAQ Stock Market, LLC     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐   Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes ☒    No ☐   Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer ☐   Accelerated filer ☐    Non-accelerated filer ☒ Smaller Reporting Company ☒    Emerging growth company ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐   Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒   There were 4,300,517  shares of the registrant’s Common Stock, without par value, outstanding at November 9, 2023.            Finward Bancorp Index       Page Number       PART I. Financial Information           Item 1.     Unaudited Financial Statements and Notes 1         Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations 31         Item 3.     Quantitative and Qualitative Disclosures about Market Risk 49         Item 4.     Controls and Procedures 49       PART II. Other Information 50       SIGNATURES 51       EXHIBITS      31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer     31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer     32.1 Section 1350 Certifications     101 XBRL Interactive Data File                                                                                                                                                                                                                Finward Bancorp Consolidated Balance Sheet       (unaudited)               September 30,     December 31,   (Dollars in thousands)   2023     2022                     ASSETS                                   Cash and non-interest bearing deposits in other financial institutions   $ 17,922     $ 19,965   Interest bearing deposits in other financial institutions     52,875       11,210   Federal funds sold     851       107                     Total cash and cash equivalents     71,648       31,282                     Certificates of deposit in other financial institutions     -       2,456                     Securities available-for-sale     339,280       370,896   Loans held-for-sale     2,057       1,543   Loans receivable, net of deferred fees and costs     1,525,660       1,513,631   Less: allowance for credit losses (1)     ( 19,430 )     ( 12,897 ) Net loans receivable     1,506,230       1,500,734   Federal Home Loan Bank stock     6,547       6,547   Accrued interest receivable     7,864       7,421   Premises and equipment     38,810       40,212   Cash value of bank owned life insurance     32,509       31,936   Goodwill     22,395       22,395   Other intangible assets     3,636       4,794   Other assets     56,494       50,123                     Total assets   $ 2,087,470     $ 2,070,339                     LIABILITIES AND STOCKHOLDERS' EQUITY                                   Deposits:                 Non-interest bearing   $ 312,635     $ 359,092   Interest bearing     1,471,402       1,415,925   Total     1,784,037       1,775,017   Repurchase agreements     48,310       15,503   Borrowed funds     100,000       120,000   Accrued expenses and other liabilities     36,080       23,426                     Total liabilities     1,968,427       1,933,946                     Commitments and contingencies                                       Stockholders' Equity:                 Preferred stock, no par or stated value; 10,000,000 shares authorized, none outstanding     -       -   Common stock, no par or stated value; 10,000,000 shares authorized; shares issued and outstanding: September 30, 2023 - 4,300,881 December 31, 2022 - 4,298,401     -       -   Additional paid-in capital     69,482       69,032   Accumulated other comprehensive loss     ( 78,848 )     ( 64,300 ) Retained earnings     128,409       131,661                     Total stockholders' equity     119,043       136,393                     Total liabilities and stockholders' equity   $ 2,087,470     $ 2,070,339          See accompanying notes to consolidated financial statements.         (1) See note 3 regarding adoption of ASC 326           1       Finward Bancorp Consolidated Statements of Income   (Dollars in thousands)   Quarter Ended September 30,     Nine months Ended September 30,   (Unaudited)   2023     2022     2023     2022   Interest income:                                 Loans receivable   $ 19,161     $ 16,122     $ 55,481     $ 44,629   Securities     2,246       2,292       6,852       7,358   Other interest earning assets     371       125       1,194       186                                     Total interest income     21,778       18,539       63,527       52,173                                     Interest expense:                                 Deposits     7,066       871       17,258       1,597   Repurchase agreements     441       51       892       93   Borrowed funds     1,138       110       3,537       143                                     Total interest expense     8,645       1,032       21,687       1,833                                     Net interest income     13,133       17,507       41,840       50,340   Provision for credit losses (1)     244       -       1,246       -                                     Net interest income after provision for credit losses     12,889       17,507       40,594       50,340                                     Noninterest income:                                 Fees and service charges     1,374       1,570       4,517       4,434   Wealth management operations     572       407       1,812       1,590   Gain on sale of loans held-for-sale, net     192       344       729       1,242   Increase in cash value of bank owned life insurance     193       183       573       628   (Loss) gain on sale of foreclosed real estate     2       -       ( 13 )     -   (Loss) gain on sale of securities, net     -       23       ( 48 )     662   Other     64       103       441       114                                     Total noninterest income     2,397       2,630       8,011       8,670                                     Noninterest expense:                                 Compensation and benefits     6,729       7,498       21,365       22,403   Occupancy and equipment     1,711       1,804       5,037       5,033   Data processing     1,085       1,212       3,465       5,512   Federal deposit insurance premiums     474       350       1,511       949   Marketing     235       587       649       1,623   Impairment charge on assets held for sale     -       254       -       254   Other     3,259       3,305       9,688       10,681                                     Total noninterest expense     13,493       15,010       41,715       46,455                                     Income before income tax expenses     1,793       5,127       6,890       12,555   Income tax expenses (benefit)     ( 398 )     571       21       1,433                                     Net income   $ 2,191     $ 4,556     $ 6,869     $ 11,122                                     Earnings per common share:                                 Basic   $ 0.52     $ 1.07     $ 1.60     $ 2.68   Diluted   $ 0.51     $ 1.07     $ 1.60     $ 2.67                                     Dividends declared per common share   $ 0.31     $ 0.31     $ 0.93     $ 0.93     See accompanying notes to consolidated financial statements. (1) See note 3 regarding adoption of ASC 326   2       Finward Bancorp Consolidated Statements of Comprehensive Loss (unaudited)   (Dollars in thousands)   Three Months Ended September 30,     Nine months Ended September 30,       2023     2022     2023     2022                                     Net income   $ 2,191     $ 4,556     $ 6,869     $ 11,122                                     Net change in net unrealized losses on securities available-for-sale:                                 Unrealized loss arising during the period     ( 24,552 )     ( 27,900 )     ( 19,198 )     ( 105,810 ) Less: reclassification adjustment for losses (gains) included in net income     -       ( 23 )     48       ( 662 ) Net securities loss during the period     ( 24,552 )     ( 27,923 )     ( 19,150 )     ( 106,472 ) Tax effect     5,889       5,865       4,602       22,357   Other comprehensive loss, net of tax     ( 18,663 )     ( 22,058 )     ( 14,548 )     ( 84,115 ) Comprehensive loss, net of tax   $ ( 16,472 )   $ ( 17,502 )   $ ( 7,679 )   $ ( 72,993 )   See accompanying notes to consolidated financial statements.   3       Finward Bancorp Consolidated Statements of Changes in Stockholder's Equity (unaudited)                       Accumulated                               Additional     Other                       Common     Paid-in     Comprehensive     Retained     Total   (Dollars in thousands, except per share data)   Stock     Capital     (Loss)/Income     Earnings     Equity                                             Balance at June 30, 2022   $ -     $ 68,623     $ ( 57,781 )   $ 125,812     $ 136,654                                             Net income     -       -       -       4,556       4,556   Other comprehensive loss, net of tax     -       -       ( 22,058 )     -       ( 22,058 ) Net surrender value of 113 restricted stock awards           -                   -   Stock-based compensation expense     -       203       -       -       203   Other adjustments     -       -       -       -       -   Cash dividends, $ 0.31 per share     -       -       -       ( 1,332 )     ( 1,332 )                                           Balance at September 30, 2022   $ -     $ 68,826     $ ( 79,839 )   $ 129,036     $ 118,023                                             Balance at January 1, 2022   $ -     $ 30,430     $ 4,276     $ 121,909     $ 156,615                                             Net income     -       -       -       11,122       11,122   Other comprehensive loss, net of tax     -       -       ( 84,115 )     -       ( 84,115 ) Net surrender value of 2,479 restricted stock awards     -       ( 120 )     -       -       ( 120 ) Stock-based compensation expense     -       535       -       -       535   Issuance of 795,423 shares at $ 47.75 per share, for acquisition of Royal Financial, Inc     -       37,902       -       -       37,902   Other adjustments     -       79       -       -       79   Cash dividends, $ 0.93 per share     -       -       -       ( 3,995 )     ( 3,995 )                                           Balance at September 30, 2022   $ -     $ 68,826     $ ( 79,839 )   $ 129,036     $ 118,023                                                                                       Balance at June 30, 2023   $ -     $ 69,384     $ ( 60,185 )   $ 127,551     $ 136,750                                             Net income     -       -       -       2,191       2,191   Other comprehensive loss, net of tax     -       -       ( 18,663 )     -       ( 18,663 ) Stock-based compensation expense     -       98       -       -       98   Cash dividends, $ 0.31 per share     -       -       -       ( 1,333 )     ( 1,333 )                                           Balance at September 30, 2023   $ -     $ 69,482     $ ( 78,848 )   $ 128,409     $ 119,043                                             Balance at January 1, 2023   $ -     $ 69,032     $ ( 64,300 )   $ 131,661     $ 136,393                                             Impact of adoption of ASU No. 2016-13     -       -       -       ( 6,118 )     ( 6,118 ) Net income     -       -       -       6,869       6,869   Other comprehensive loss, net of tax     -       -       ( 14,548 )     -       ( 14,548 ) Net surrender value of 5,684 restricted stock awards     -       ( 196 )     -       -       ( 196 ) Stock-based compensation expense     -       646       -       -       646   Cash dividends, $ 0.93 per share     -       -       -       ( 4,003 )     ( 4,003 )                                           Balance at September 30, 2023   $ -     $ 69,482     $ ( 78,848 )   $ 128,409     $ 119,043     See accompanying notes to consolidated financial statements.   4       Finward Bancorp Consolidated Statements of Cash Flows (unaudited)   (Dollars in thousands)   Nine months ended September 30,       2023     2022   CASH FLOWS FROM OPERATING ACTIVITIES:                 Net income   $ 6,869     $ 11,122   Adjustments to reconcile net income to net cash provided by operating activities:                 Origination of loans for sale     ( 30,374 )     ( 40,775 ) Sale of loans originated for sale     30,568       45,994   Depreciation and amortization, net of accretion     5,076       4,695   Stock based compensation expense     646       535   Loss (gain) on sale of securities, net     48       ( 662 ) Gain on sale of loans held-for-sale, net     ( 717 )     ( 1,352 ) Loss on sale of premises and equipment, net     -       254   Gain on cash value of bank owned life insurance     ( 573 )     ( 628 ) (Gain) loss on derivatives     ( 12 )     110   Provision for credit losses     1,246       -   Net change in:                 Interest receivable     ( 443 )     431   Other assets     269       ( 5,043 ) Accrued expenses and other liabilities     9,769       ( 3,045 ) Total adjustments     15,503       514   Net cash provided by operating activities     22,372       11,636                     CASH FLOWS FROM INVESTING ACTIVITIES:                 Proceeds from maturities of certificates of deposit in other financial institutions     2,456       474   Purchase of certificates of deposit in other financial institutions     -       ( 734 ) Proceeds from maturities and pay downs of securities available-for-sale     10,950       37,289   Proceeds from sales of securities available-for-sale     476       53,953   Purchase of securities available-for-sale     ( 123 )     ( 30,421 ) Proceeds from bank owned life insurance     -       314   Net change in loans receivable     ( 12,612 )     ( 82,501 ) Proceeds of Federal Home Loan Bank Stock     -       1,512   Purchase of loans receivable     -       ( 2,663 ) Purchase of premises and equipment, net     ( 784 )     ( 2,656 ) Proceeds from sale of premises and equipment     -       1,694   Cash and cash equivalents from acquisition activity, net     -       33,799   Net cash provided by (used in) investing activities     363       10,060                     CASH FLOWS FROM FINANCING ACTIVITIES:                 Change in deposits     9,020       ( 76,273 ) Proceeds from borrowed funds     150,000       56,174   Repayment of borrowed funds     ( 170,000 )     -   Net surrender value of restricted stock awards     ( 196 )     ( 120 ) Change in repurchase agreements     32,807       7,385   Dividends paid     ( 4,000 )     ( 3,742 ) Net cash (used in) provided by financing activities     17,631       ( 16,576 ) Net change in cash and cash equivalents     40,366       5,120   Cash and cash equivalents at beginning of period     31,282       33,176   Cash and cash equivalents at end of period   $ 71,648     $ 38,296                     SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                 Cash paid during the period for:                 Interest   $ 18,987     $ 1,749   Income taxes     335       1,157   Acquisition activity:                 Fair value of assets acquired, including cash and cash equivalents   $ -     $ 528,321   Value of goodwill and other intangible assets     -       14,726   Fair value of liabilities assumed     -       486,341   Cash paid for acquisition     -       18,725   Issuance of common stock for acquisition     -       37,981   Noncash activities:                 Dividends declared not paid     1,333       1,332   Initial recoginition of ASU 2016-13     8,266       -     See accompanying notes to consolidated financial statements.   5     Finward Bancorp Notes to Condensed Consolidated Financial Statements (unaudited)     Note 1 - Basis of Presentation   Organization and Description of Business   The consolidated financial statements include the accounts of Finward Bancorp (the “Bancorp”), its wholly-owned subsidiary Peoples Bank (the “Bank”), and the Bank’s wholly-owned subsidiaries, Peoples Service Corporation, NWIN, LLC, NWIN Funding, Incorporated, and Columbia Development Company, LLC. The Bancorp has no other business activity other than being a holding company for the Bank and the Bancorp’s earnings are primarily dependent upon the earnings of the Bank. The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10 -Q and, therefore, do not include all disclosures required by U.S. generally accepted accounting principles for complete presentation of consolidated financial statements. In the opinion of management, the consolidated financial statements contain all adjustments necessary to present fairly the consolidated balance sheets of the Bancorp as of September 30, 2023, and December 31, 2022, and the consolidated statements of income, comprehensive income (loss), and changes in stockholders’ equity for the three and nine months ended September 30, 2023, and 2022, and consolidated statements of cash flows for the nine months ended September 30, 2023, and 2022. The income reported for the nine month period ended September 30, 2023, is not necessarily indicative of the results to be expected for the full year.   The Notes to the Consolidated Financial Statements appearing in Finward Bancorp’s Annual Report on Form 10 -K ( “2022 Annual Report on Form 10 -K”), which include descriptions of significant accounting policies, should be read in conjunction with these interim financial statements. The Consolidated Balance Sheet at December 31, 2022, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on net income.      Note 2 - Use of Estimates Preparing financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period, as well as the disclosures provided. Actual results could differ from those estimates. Estimates associated with the allowance for loan losses, fair values of foreclosed real estate, loan servicing rights, investment securities, deferred tax assets, goodwill, and the status of contingencies are particularly susceptible to material change in the near term.      Note 3 – Change in Accounting Principles In June 2016, FASB issued ASU 2016 - 13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (“CECL”. The ASU includes increased disclosures and various changes to the accounting and measurement of financial assets including the Bancorp’s loans and available-for-sale debt securities. Each financial asset presented on the balance sheet would have a unique allowance for credit losses (“ACL”) valuation account that is deducted from the amortized cost basis to present the net carrying value at the amount expected to be collected on the financial asset. The amendments in this ASU also eliminate the probable initial recognition threshold in current GAAP and instead, reflect an entity’s current estimate of all expected credit losses using reasonable and supportable forecasts. In October 2019, the FASB voted and approved proposed changes to the effective date of this ASU for smaller reporting companies, such as the Bancorp, and other non-SEC reporting entities. The approval changed the effective date of the ASU to fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods. The new credit loss guidance became effective for the Bancorp as of January 1, 2023. Upon adoption, the ASU will be applied using a modified retrospective transition method to the beginning of the first reporting period in which the guidance is effective. A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. On January 1, 2023, the Bancorp adopted ASU No. 2016 - 13 resulting in an implementation entry of $ 8.3 million, increasing the ACL by $ 5.2 million and unfunded commitment liability of $ 3.1 million, retained earnings decreased $ 6.1 million and a deferred tax asset of $ 2.2 million was generated. The majority of the implementation entry is related to including acquired loan portfolios in the model and the addition of using economic forecasts in estimating future losses. In addition, $ 1.0 million of non-accretable credit loan discounts on purchase credit impaired loans now classified as purchase credit deteriorated were reallocated to the ACL.   6     Upon adopting ASU 2016 - 13, the Bancorp did not record an allowance as of January 1, 2023, with respect to its available-for-sale debt securities as the majority of these securities are municipal securities for which the risk of loss is minimal.   The main drivers of the day one adjustment related to implementation is summarized in the following table:                       As Reported Under   (Dollars in thousands)   Pre-ASC 326 Adoption     Impact of ASC 326     ASC 326   Allowance for credit losses   December 31, 2022     Adoption     January 1, 2023   Residential real estate   $ 3,021     $ 2,223     $ 5,244   Home equity     410       128       538   Commercial real estate     5,784       1,446       7,230   Construction and land development     1,253       1,735       2,988   Multifamily     1,007       141       1,148   Farmland     -       -       -   Commercial business     1,365       325       1,690   Consumer     57       22       79   Manufactured homes     -       112       112   Government     -       55       55   Total allowance for credit losses on loans   $ 12,897     $ 6,187     $ 19,084   Accrued expenses and other liabilities     -       3,108       3,108   Total allowance for credit losses   $ 12,897     $ 9,295     $ 22,192     In March 2022, the FASB issued ASU 2022 - 02, Financial Instruments—Credit Losses (Topic 326 ): Troubled Debt Restructurings and Vintage Disclosures, which addresses and amends areas identified by the FASB as part of its post-implementation review of the accounting standard that introduced the CECL model. The amendments eliminate the accounting guidance for troubled debt restructurings by companies that have adopted the CECL model and enhance the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require disclosure of current-period gross writeoffs for financing receivables and net investment in leases by year of origination in the vintage disclosures. ASU 2022 - 02 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for entities that have adopted the CECL accounting standard. The Bancorp adopted ASU 2022 - 02 on January 1, 2023.      Note 4 - Upcoming Accounting Standards   In March 2020, the FASB issued ASU No. 2020 - 04 “Reference Rate Reform (Topic 848 ): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” These amendments provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. In January 2021, the FASB issued ASU 2021 - 01 which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. In December of 2022, the FASB issued ASU No. 2022 - 06 which extended the period of time preparers can utilize the reference rate reform relief guidance in Topic 848. The guidance ensures the relief in Topic 848 covers the period of time during which a significant number of modifications may take place and the ASU defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The Bancorp continues to implement its transition plan towards cessation of LIBOR and the modification of its loans and other financial instruments with attributes that are either directly or indirectly influenced by LIBOR. The Bancorp expects to utilize the LIBOR transition relief allowed under ASU 2020 - 04, ASU 2021 - 01 and ASU 2022 - 06, as applicable, and does not expect such adoption to have a material impact on its accounting and disclosures.   In June 2022, the FASB issued ASU No. 2022 - 03 “Fair Value Measurements (Topic 820 ): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. This guidance is effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Bancorp has assessed ASU 2022 - 03 and does not expect it to have a material impact on its accounting and disclosures.   7     In March 2023, the FASB issued Accounting Standards (ASU) No. 2023 - 02 “Investments Equity Method and Joint Ventures (Topic 323 ): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.” These amendments allow reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. This guidance is effective for public business entities for fiscal years including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted in any interim period. The Bancorp is assessing ASU 2023 - 02 and its impact on its accounting and disclosures.   In July 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023 - 03, “Presentation of Financial Statements (Topic 205 ), Income Statement - Reporting Comprehensive Income (Topic 220 ), Distinguishing Liabilities from Equity (Topic 480 ), Equity (Topic 505 ), and Compensation - Stock Compensation (Topic 718 ): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S- X: Income or Loss Applicable to Common Stock” (“ASU 2023 - 03” ). This ASU amends various paragraphs in the accounting codification pursuant to the issuance of Commission Staff Bulletin ("SAB") number 120. ASU 2023 - 03 does not provide any new guidance, so there is no transition or effective date. ASU 2023 - 03 did not have a material impact on our condensed consolidated financial statements.      Note 5 - Acquisition Activity On January 31, 2022, the Bancorp completed its previously announced acquisition of Royal Financial, Inc., a Delaware corporation (“RYFL”), pursuant to an Agreement and Plan of Merger dated July 28, 2021 ( the “Merger Agreement”) between the Bancorp and RYFL. The stockholders of both the Bancorp and RYFL approved the Merger Agreement at the respective stockholder meetings of the companies held on December 13, 2021. Pursuant to the Merger Agreement, RYFL merged with and into the Bancorp, with the Bancorp as the surviving corporation (the “Merger”), and Royal Savings Bank, an Illinois state-chartered savings bank and wholly-owned subsidiary of RYFL, merged with and into Peoples Bank, the wholly-owned Indiana state-chartered commercial bank subsidiary of the Bancorp, with Peoples Bank as the surviving bank.   Under the terms of the merger agreement, RYFL stockholders who owned 101 or more shares of RYFL common stock were permitted to elect to receive either 0.4609 shares of the Bancorp common stock or $ 20.14 in cash, or a combination of both, for each share of RYFL common stock owned, subject to proration and allocation provisions such that 65 % of the shares of RYFL common stock outstanding immediately prior to the closing of the merger were converted into the right to receive shares of the Bancorp common stock and the remaining 35 % of the outstanding RYFL shares were converted into the right to receive cash. Stockholders holding less than 101 shares of RYFL common stock received fixed consideration of $ 20.14 in cash per share and no stock consideration.   As a result of RYFL stockholder stock and cash elections and the related allocation and proration provisions of the merger agreement, the Bancorp issued 795,423 shares of its common stock and paid cash consideration of approximately $ 18.7 million in the Merger. Based on the January 28, 2022, closing price of $ 47.75 per share of the Bancorp common stock, the transaction had an implied valuation of approximately $ 56.7 million. In connection with the acquisition, Robert W. Youman, was appointed to the Board of Directors of the Bancorp and Peoples Bank effective as of the closing of the Merger. RYFL had a home office and eight branch offices in Cook County and DuPage County, Illinois. The acquisition has further expanded the Bank’s banking center network in Cook County and DuPage County, Illinois.   8     Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets based on their current estimated fair values on the date of the acquisition. Based on the valuations of the fair value of tangible and intangible assets acquired and liabilities assumed, which are based on estimates and assumptions that are subject to change, the final purchase price for the RYFL acquisition is allocated as follows:   ASSETS         LIABILITIES         Cash and due from banks   $ 52,524   Deposits         Investment securities, available for sale     -   Non-interest bearing   $ 32,095   Certificate of deposit in other financial institutions     245   NOW accounts     63,639             Savings and money market     184,149   Total Loans     450,757   Certificates of deposits     195,153             Total Deposits     475,036   Premises and equipment, net     13,896             FHLB stock     1,303   Interest payable     75   Goodwill     11,286   Other liabilities     11,228   Core deposit intangible     3,220             Interest receivable     1,836             Other assets     7,978             Total assets purchased   $ 543,045             Common shares issued     37,981             Cash paid     18,725             Total purchase price   $ 56,706   Total liabilities assumed   $ 486,339     During the year-ended December 31, 2022, adjustments were made to the carrying value of other assets of $ 409 thousand, due to the valuation of prepaids and deferred tax assets brought over in the acquisition, and premises and equipment, net, of $ 48 thousand, due to a correction in the valuation of buildings, and in addition, a correction was made to the valuation of shares issued increasing the value by $ 79 thousand. The resulting impact of these changes was a decrease to the goodwill balance related to the RYFL acquisition of $ 378 thousand. Goodwill related to the RYFL transaction is not expected to be deductible for tax purposes.   Goodwill of approximately $ 11.5 million, which is the excess of the acquisition consideration over the fair value of net assets acquired, has been recorded in the RYFL acquisition and is the result of expected operational synergies and other factors. This goodwill is not expected to be deductible for tax purposes.   Gross loans acquired during the RYFL transaction totaled $ 456.7 million.   The following pro-forma and earnings (unaudited) of the combined company are presented as if the RYFL merger had occurred on January 1, 2023, and January 1, 2022:       For the three months ended     For the three months ended     For the nine months ended     For the nine months ended   (in thousands)   September 30, 2023     September 30, 2022     September 30, 2023     September 30, 2022   Selected Financial Data                                 Interest income   $ 21,778     $ 18,539     $ 63,527     $ 53,868   Interest expense     ( 8,645 )     ( 1,032 )     ( 21,687 )     ( 1,934 ) Provision for loan losses     ( 244 )     -       ( 1,246 )     -   Non-interest income     2,397       2,630       8,011       8,809   Non-interest expense (1)     ( 13,493 )     ( 15,010 )     ( 41,715 )     ( 44,583 ) Income before provision for income taxes     1,793       5,127       6,890       16,160   Income tax expense     398       ( 571 )     ( 21 )     ( 2,190 ) Net income   $ 2,191     $ 4,556     $ 6,869     $ 13,970                                     Earnings per common share:                                 Basic   $ 0.52     $ 1.07     $ 1.60     $ 3.36   Diluted   $ 0.51     $ 1.07     $ 1.60     $ 3.35     ( 1 ) Excludes $ 2.9 million in pre-tax merger expenses for the nine months ended September 30, 2022.   For the nine months ended September 30, 2023, the Bancorp recorded $2.9 million in pre-tax one -time merger expenses related to the RYFL acquisition, and these expenses have been allocated to the following non-interest expense line items within the income statement:   (in thousands)   Nine months ended   Noninterest expense:   September 30, 2022   Compensation and benefits   $ 132   Data processing     1,929   Marketing     135   Other     656             Period merger expense   $ 2,852     9        Note 6 - Securities The estimated fair value of available-for-sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income were as follows:       (Dollars in thousands)               Gross     Gross     Estimated       Cost     Unrealized     Unrealized     Fair       Basis     Gains     Losses     Value   September 30, 2023                                 U.S. government sponsored entities   $ 8,883     $ -     $ ( 1,333 )     7,550   U.S. treasury securities     -       -       -       -   Collateralized mortgage obligations and residential mortgage-backed securities     152,118       -       ( 33,022 )     119,096   Municipal securities     279,837       -       ( 68,358 )     211,479   Collateralized debt obligations     2,173       -       ( 1,018 )     1,155   Total securities available-for-sale   $ 443,011     $ -     $ ( 103,731 )   $ 339,280         (Dollars in thousands)               Gross     Gross     Estimated       Cost     Unrealized     Unrealized     Fair       Basis     Gains     Losses     Value   December 31, 2022                                 U.S. government sponsored entities   $ 8,883     $ -     $ ( 1,258 )   $ 7,625   U.S. treasury securities     389       -       -       389   Collateralized mortgage obligations and residential mortgage-backed securities     163,000       -       ( 28,884 )     134,116   Municipal securities     281,032       7       ( 53,321 )     227,718   Collateralized debt obligations     2,173       -       ( 1,125 )     1,048   Total securities available-for-sale   $ 455,477     $ 7     $ ( 84,588 )   $ 370,896     The cost basis and estimated fair value of available-for-sale debt securities at September 30, 2023, by contractual maturity, were as follows. Securities not due at a single maturity date, primarily collateralized mortgage obligations and residential mortgage-backed securities, are shown separately.       (Dollars in thousands)       Available-for-sale               Estimated       Cost     Fair   September 30, 2023   Basis     Value   Due in one year or less   $ 690     $ 688   Due from one to five years     10,293       8,853   Due from five to ten years     21,761       19,048   Due over ten years     258,149       191,595                     Collateralized mortgage obligations and residential mortgage-backed securities     152,118       119,096   Total   $ 443,011     $ 339,280     Sales of available-for-sale securities were as follows for the three months ended:       September 30,     September 30,       2023     2022                     Proceeds   $ 124     $ 10,178   Gross gains     -       41   Gross losses     -       ( 18 )   Sales of available-for-sale securities were as follows for the nine months ended:       (Dollars in thousands)       September 30,     September 30,       2023     2022                     Proceeds   $ 476     $ 53,953   Gross gains     -       733   Gross losses     ( 48 )     ( 71 )   10     Accumulated other comprehensive income/(loss) balances, net of tax, related to available-for-sale securities, were as follows:       (Dollars in thousands)       Unrealized gain/(loss)   Ending balance, June 30, 2022   $ ( 57,781 ) Current period change     ( 22,058 ) Ending balance, September 30, 2022   $ ( 79,839 )       (Dollars in thousands)       Unrealized gain/(loss)   Ending balance, June 30, 2023   $ ( 60,185 ) Current period change     ( 18,663 ) Ending balance, September 30, 2023   $ ( 78,848 )       (Dollars in thousands)       Unrealized gain/(loss)   Ending balance, December 31, 2021   $ 4,276   Current period change     ( 84,115 ) Ending balance, September 30, 2022   $ ( 79,839 )       (Dollars in thousands)       Unrealized gain/(loss)   Ending balance, December 31, 2022   $ ( 64,300 ) Current period change     ( 14,548 ) Ending balance, September 30, 2023   $ ( 78,848 )   Securities with market values of approximately $ 294.4 million and $ 223.7 million were pledged as of September 30, 2023 and December 31, 2022, respectively, as collateral for repurchase agreements, public funds, and for other purposes as permitted or required by law.   Securities with gross unrealized losses at September 30, 2023, and December 31, 2022 not recognized in income are as follows:       (Dollars in thousands)               Less than 12 months     12 months or longer     Total               Estimated             Estimated             Estimated             Percentage of       Fair     Unrealized     Fair     Unrealized     Fair     Unrealized     Total Portfolio       Value     Losses     Value     Losses     Value     Losses     in Loss Position   September 30, 2023                                                         U.S. government sponsored entities   $ -     $ -     $ 7,550     $ ( 1,333 )   $ 7,550     $ ( 1,333 )     100.0 % Collateralized mortgage obligations and residential mortgage-backed securities     -       -       119,096       ( 33,022 )     119,096       ( 33,022 )     100.0 % Municipal securities     12,529       ( 1,185 )     198,950       ( 67,173 )     211,479       ( 68,358 )     100.0 % Collateralized debt obligations     -       -       1,155       ( 1,018 )     1,155       ( 1,018 )     100.0 % Total temporarily impaired   $ 12,529     $ ( 1,185 )   $ 326,751     $ ( 102,546 )   $ 339,280     $ ( 103,731 )     100.0 % Number of securities             20               425               445                   (Dollars in thousands)               Less than 12 months     12 months or longer     Total               Estimated             Estimated             Estimated             Percentage of       Fair     Unrealized     Fair     Unrealized     Fair     Unrealized     Total Portfolio       Value     Losses     Value     Losses     Value     Losses     in Loss Position   December 31, 2022                                                         U.S. government sponsored entities   $ -     $ -     $ 7,625     $ ( 1,258 )   $ 7,625     $ ( 1,258 )     100.0 % Collateralized mortgage obligations and residential mortgage-backed securities     32,700       ( 4,955 )     101,416       ( 23,929 )     134,116       ( 28,884 )     100.0 % Municipal securities     171,581       ( 35,935 )     52,961       ( 17,386 )     224,542       ( 53,321 )     98.6 % Collateralized debt obligations     -       -       1,048       ( 1,125 )     1,048       ( 1,125 )     100.0 % Total temporarily impaired   $ 204,281     $ ( 40,890 )   $ 163,050     $ ( 43,698 )   $ 367,331     $ ( 84,588 )     99.0 % Number of securities             311               135               446             Unrealized losses on securities have not been recognized into income because the securities are of high credit quality or have undisrupted cash flows. Management has the intent and ability to hold those securities for the foreseeable future, and the decline in fair value is largely due to changes in interest rates and volatility in securities markets. The fair values are expected to recover as the securities approach maturity.   11     At September 30, 2023, collateralized debt obligations with a cost basis of $ 2.2 million and fair value of $ 1.2 million had previously recorded impairment of $ 173 thousand, which will not be recoverable until maturity of the security.   Accrued interest receivable on AFS debt securities totaled $ 2.4 million at September 30, 2023, and is excluded from the estimate of credit losses. The Bancorp made the policy election to exclude accrued interest from the amortized cost basis of AFS debt securities and report accrued interest separately on the condensed consolidated balance sheet.      Note 7 - Loans Receivable   The Bancorp’s current lending programs are described below:   Residential Real Estate. The primary lending activity of the Bancorp has been the granting of conventional mortgage loans to enable borrowers to purchase existing homes, refinance existing homes, or construct new homes. Conventional loans are made up to a maximum of 97 % of the purchase price or appraised value, whichever is less. For loans made in excess of 80 % of value, private mortgage insurance is generally required in an amount sufficient to reduce the Bancorp’s exposure to 80% of the lesser of purchase price or appraised value of the property. Loans insured by private mortgage insurance companies can be made for up to 97% of value. Loans closed with over 20 % of equity do not require private mortgage insurance because of the borrower’s level of equity investment.   Fixed rate loans currently originated generally conform to Freddie Mac guidelines for loans purchased by the Single Family Division. Loan interest rates are determined based on secondary market yield requirements and local market conditions. Fixed rate mortgage loans with contractual maturities generally exceeding fifteen years and greater may be sold and/or classified as held for sale to control exposure to interest rate risk.   The Bancorp’s Adjustable Rate Mortgage Loans (“ARMs”) include offerings that reprice annually or are “mini-fixed.” The “mini‑fixed” mortgage reprices annually after a one, three, five, seven or ten year period. The ability of the Bancorp to successfully market ARM’s depends upon loan demand, prevailing interest rates, volatility of interest rates, public acceptance of such loans and terms offered by competitors.   Home Equity Line of Credit. The Bancorp offers a fixed and variable rate revolving line of credit secured by the equity in the borrower’s home. Both products offer an interest only option where the borrower pays interest only on the outstanding balance each month. Equity lines will typically require a second mortgage appraisal and a second mortgage lender’s title insurance policy. Loans are generally made up to a maximum of 89 % of the appraised value of the property less any outstanding liens.   Fixed term home improvement and equity loans are made up to a maximum of 85 % of the appraised value of the improved property, less any outstanding liens. These loans are offered on both a fixed and variable rate basis with a maximum term of 240 months. All home equity loans are made on a direct basis to borrowers.   Commercial Real Estate and Multifamily Loans. Commercial real estate loans are typically made to a maximum of 80 % of the appraised value. Such loans are generally made on an adjustable rate basis. These loans are typically made for terms of 15 to 25 years. Loans with an amortizing term exceeding 15 years normally have a balloon feature calling for a full repayment within seven to ten years from the date of the loan. The balloon feature affords the Bancorp the opportunity to restructure the loan if economic conditions so warrant. Commercial real estate loans include loans secured by commercial rental units, apartments, condominium developments, small shopping centers, owner occupied commercial/industrial properties, hospitality units and other retail and commercial developments.   While commercial real estate lending is generally considered to involve a higher degree of risk than single‑family residential lending due to the concentration of principal in a limited number of loans and the effects of general economic conditions on real estate developers and managers, the Bancorp has endeavored to reduce this risk in several ways. In originating commercial real estate loans, the Bancorp considers the feasibility of the project, the financial strength of the borrowers and lessees, the managerial ability of the borrowers, the location of the project and the economic environment. Management evaluates the debt coverage ratio and analyzes the reliability of cash flows, as well as the quality of earnings. All such loans are made in accordance with well-defined underwriting standards and are generally supported by personal guarantees, which represent a secondary source of repayment.   Loans for the construction of commercial properties are generally located within an area permitting physical inspection and regular review of business records. Projects financed outside of the Bancorp’s primary lending area generally involve borrowers and guarantors who are or were previous customers of the Bancorp or projects that are underwritten according to the Bank’s underwriting standards.   12     Construction and Land Development. Construction loans on residential properties are made primarily to individuals and contractors who are under contract with individual purchasers. These loans are personally guaranteed by the borrower. The maximum loan-to-value ratio is 89 % of either the current appraised value or the cost of construction, whichever is less. Residential construction loans are typically made for periods of nine months to one year.   Loans are also made for the construction of commercial properties. All such loans are made in accordance with well-defined underwriting standards. Generally if the loans are not owner occupied, these types of loans require proof of intent to lease and a confirmed end-loan takeout. In general, loans made do not exceed 80 % of the appraised value of the property. Commercial construction loans are typically made for periods not to exceed two years or date of occupancy, whichever is less.   Commercial Business and Farmland Loans. Although the Bancorp’s priority in extending various types of commercial business loans changes from time to time, the basic considerations in determining the makeup of the commercial business loan portfolio are economic factors, regulatory requirements and money market conditions. The Bancorp seeks commercial loan relationships from the local business community and from its present customers. Conservative lending policies based upon sound credit analysis governs the extension of commercial credit. The following loans, although not inclusive, are considered preferable for the Bancorp’s commercial loan portfolio: loans collateralized by liquid assets; loans secured by general use machinery and equipment; secured short‑term working capital loans to established businesses secured by business assets; short‑term loans with established sources of repayment and secured by sufficient equity and real estate; and unsecured loans to customers whose character and capacity to repay are firmly established.   Consumer Loans. The Bancorp offers consumer loans to individuals for personal, household or family purposes. Consumer loans are either secured by adequate collateral, or unsecured. Unsecured loans are based on the strength of the applicant’s financial condition. All borrowers must meet current underwriting standards. The consumer loan program includes both fixed and variable rate products.   Manufactured Homes. The Bancorp purchases fixed rate closed loans from a third party that are subject to Bancorp’s underwriting requirements and secured by manufactured homes. The maturity date on these loans can range up to 25 years. In addition, these loans are partially secured by a reserve account held at the Bancorp.   Government Loans. The Bancorp is permitted to purchase non-rated municipal securities, tax anticipation notes and warrants within the local market area.   Loans receivable are summarized below:   (Dollars in thousands)                     September 30, 2023     December 31, 2022   Loans secured by real estate:                 Residential real estate   $ 487,659     $ 484,595   Home equity     47,339       38,978   Commercial real estate     498,513       486,431   Construction and land development     121,547       108,926   Multifamily     225,469       251,014   Total loans secured by real estate     1,380,527       1,369,944   Commercial business     98,723       93,278   Consumer     747       918   Manufactured homes     31,661       34,882   Government     10,021       9,549   Loans receivable     1,521,679       1,508,571   Add (less):                 Net deferred loan origination costs     4,070       5,083   Undisbursed loan funds     ( 89 )     ( 23 ) Loans receivable, net of deferred fees and costs   $ 1,525,660     $ 1,513,631     13     The Bancorp's age analysis of past due loans is summarized below:   (Dollars in thousands)   30-59 Days Past Due     60-89 Days Past Due     Greater Than 90 Days Past Due and Accruing     Total Past Due and Accruing     Current     Accruing Loans     Non-accrual Loans     Total Loans Receivable   September 30, 2023                                                                 Residential real estate   $ 5,419     $ 1,380     $ 11     $ 6,810     $ 475,035     $ 481,845     $ 5,814     $ 487,659   Home equity     216       10       -       226       46,500       46,726       613       47,339   Commercial real estate     1,583       527       222       2,332       495,183       497,515       998       498,513   Construction and land development     -       -       -       -       121,547       121,547       -       121,547   Multifamily     3,351       308       -       3,659       220,862       224,521       948       225,469   Commercial business     701       30       -       731       96,527       97,258       1,465       98,723   Consumer     -       -       -       -       745       745       2       747   Manufactured homes     485       246       -       731       30,930       31,661       -       31,661   Government     -       -       -       -       10,021       10,021       -       10,021   Total   $ 11,755     $ 2,501     $ 233     $ 14,489     $ 1,497,350     $ 1,511,839     $ 9,840     $ 1,521,679                                                                     December 31, 2022                                                                 Residential real estate   $ 3,758     $ 2,520     $ 166     $ 6,444     $ 472,804     $ 479,248     $ 5,347     $ 484,595   Home equity     315       42       -       357       38,027       38,384       594       38,978   Commercial real estate     1,399       150       -       1,549       481,640       483,189       3,242       486,431   Construction and land development     2,673       -       -       2,673       106,253       108,926       -       108,926   Multifamily     1,724       616       -       2,340       241,610       243,950       7,064       251,014   Commercial business     1,775       -       -       1,775       89,622       91,397       1,881       93,278   Consumer     3       -       -       3       915       918       -       918   Manufactured homes     601       256       82       939       33,943       34,882       -       34,882   Government     -       -       -       -       9,549       9,549       -       9,549   Total   $ 12,248     $ 3,584     $ 248     $ 16,080     $ 1,474,363     $ 1,490,443     $ 18,128     $ 1,508,571     14     The following table shows the amortized cost of loans, segregated by portfolio segment, credit quality rating and year of origination as of September 30, 2023, and gross charge-offs for the nine months ended September 30, 2023.   September 30, 2023   2023     2022     2021     2020     2019     Prior     Revolving     Revolving Converted to Term     Total   Total Loans Receivable   $ 120,990     $ 327,676     $ 329,016     $ 238,750     $ 117,664     $ 290,691     $ 94,590     $ 2,302     $ 1,521,679   Total current period gross charge-off   $ ( 60 )   $ ( 110 )   $ -     $ ( 342 )   $ ( 11 )   $ ( 973 )   $ -     $ -       ( 1,496 )                                                                           Residential real estate                                                                         Pass (1-6)   $ 17,958     $ 94,369     $ 104,146     $ 116,629     $ 24,264     $ 119,977     $ 2,038     $ -     $ 479,381   Special Mention (7)     -       -       153       107       303       1,371       -       -       1,934   Substandard (8)     -       966       154       488       457       4,279       -       -       6,344   Total   $ 17,958     $ 95,335     $ 104,453     $ 117,224     $ 25,024     $ 125,627     $ 2,038     $ -     $ 487,659   Current period gross charge-off     -       -       -       -       -       -       -       -       -                                                                             Home equity                                                                         Pass (1-6)   $ 95     $ 116     $ 104     $ 16     $ 68     $ 2,132     $ 43,337     $ 665     $ 46,533   Special Mention (7)     -       -       -       -       -       67       114       -       181   Substandard (8)     -       167       -       -       -       154       304       -       625   Total   $ 95     $ 283     $ 104     $ 16     $ 68     $ 2,353     $ 43,755     $ 665     $ 47,339   Current period gross charge-off     -       -       -       -       -       -       -       -       -                                                                             Commercial real estate                                                                         Pass (1-6)   $ 47,346     $ 121,142     $ 93,017     $ 56,483     $ 56,482     $ 112,834     $ 2,882     $ -     $ 490,186   Special Mention (7)     -       71       1,328       851       1,134       2,499       -       -       5,883   Substandard (8)     -       49       92       239       -       2,064       -       -       2,444   Total   $ 47,346     $ 121,262     $ 94,437     $ 57,573     $ 57,616     $ 117,397     $ 2,882     $ -     $ 498,513   Current period gross charge-off     -       -       -       -       -       ( 371 )     -       -       ( 371 )                                                                           Construction and land development                                                                   Pass (1-6)   $ 32,930     $ 37,460     $ 20,838     $ 2,018     $ 8,640     $ 497     $ 11,501     $ 1,637     $ 115,521   Special Mention (7)     365       -       3,459       2,202       -       -       -       -       6,026   Total   $ 33,295     $ 37,460     $ 24,297     $ 4,220     $ 8,640     $ 497     $ 11,501     $ 1,637     $ 121,547   Current period gross charge-off     -       -       -       -       -       -       -       -       -                                                                             Multifamily                                                                         Pass (1-6)   $ 9,588     $ 53,484     $ 81,284     $ 43,521     $ 14,303     $ 21,496     $ 179     $ -     $ 223,855   Special Mention (7)     -       -       -       -       -       130       -       -       130   Substandard (8)     -       -       -       457       -       1,027       -       -       1,484   Total   $ 9,588     $ 53,484     $ 81,284     $ 43,978     $ 14,303     $ 22,653     $ 179     $ -     $ 225,469   Current period gross charge-off     -       -       -       -       -       -       -       -       -                                                                             Commercial business                                                                         Pass (1-6)   $ 10,383     $ 15,992     $ 9,910     $ 6,227     $ 6,438     $ 13,398     $ 34,235     $ -     $ 96,583   Special Mention (7)     33       -       63       -       134       446       -       -       676   Substandard (8)     -       -       199       99       -       1,166       -       -       1,464   Total   $ 10,416     $ 15,992     $ 10,172     $ 6,326     $ 6,572     $ 15,010     $ 34,235     $ -     $ 98,723   Current period gross charge-off     -       ( 110 )     -       ( 342 )     ( 11 )     ( 602 )     -       -       ( 1,065 )                                                                           Consumer                                                                         Pass (1-6)   $ 402     $ 87     $ 127     $ 9     $ 19     $ 101     $ -     $ -     $ 745   Substandard (8)     -       -       -       2       -       -       -       -       2   Total   $ 402     $ 87     $ 127     $ 11     $ 19     $ 101     $ -     $ -     $ 747   Current period gross charge-off     ( 60 )     -       -       -       -       -       -       -       ( 60 )                                                                           Manufactured homes                                                                         Pass (1-6)   $ -     $ 1,958     $ 12,709     $ 9,402     $ 5,422     $ 2,170     $ -     $ -     $ 31,661   Total   $ -     $ 1,958     $ 12,709     $ 9,402     $ 5,422     $ 2,170     $ -     $ -     $ 31,661   Current period gross charge-off     -       -       -       -       -       -       -       -       -                                                                             Government                                                                         Pass (1-6)   $ 1,890     $ 1,815     $ 1,433     $ -     $ -     $ 4,883     $ -     $ -     $ 10,021   Total   $ 1,890     $ 1,815     $ 1,433     $ -     $ -     $ 4,883     $ -     $ -     $ 10,021   Current period gross charge-off     -       -       -       -       -       -       -       -       -     15     The Bancorp's credit quality indicators are summarized below at December 31, 2022:       December 31, 2022   (Dollars in thousands)   1 - 6     7     8                                             Loan Segment   Pass     Special mention     Substandard     Total   Residential real estate   $ 477,222     $ 1,338     $ 6,035     $ 484,595   Home equity     37,981       385       612       38,978   Commercial real estate     474,055       4,955       7,421       486,431   Construction and land development     106,580       2,346       -       108,926   Multifamily     242,091       1,859       7,064       251,014   Commercial business     90,694       703       1,881       93,278   Consumer     918       -       -       918   Manufactured homes     34,882       -       -       34,882   Government     9,549       -       -       9,549   Total   $ 1,473,972     $ 11,586     $ 23,013     $ 1,508,571     The Bancorp has established a standard loan grading system to assist management, lenders and review personnel in their analysis and supervision of the loan portfolio. The use and application of these grades by the Bancorp is uniform and conforms to regulatory definitions. The loan grading system is as follows:   1 – Superior Quality Loans in this category are substantially risk free. Loans fully collateralized by a Bank certificate of deposit or Bank deposits with a hold are substantially risk free.   2 – Excellent Quality The borrower generates excellent and consistent cash flow for debt coverage, excellent average credit scores, excellent liquidity and net worth and are reputable operators with over 15 years’ experience. Current and debt to tangible net worth ratios are excellent. Loan to value is substantially below policy and collateral condition is excellent.   3 – Great Quality The borrower generates more than sufficient cash flow to fund debt service and cash flow is improving. Average credit scores are very strong. Operators are reputable with significant years of experience. Liquidity, net worth, current and debt to tangible net worth ratios are very strong. Loan to value is significantly below policy and collateral condition is significantly above average.   4 – Above Average Quality The borrower generates more than sufficient cash flow to fund debt service but cash flow trends may be stable or slightly declining. Average credit scores are strong. The borrower is a reputable operator with many years of experience. Liquidity, net worth, current and debt to tangible net worth ratios are strong. Loan to value is below policy and collateral condition is above average.   5 – Average Quality Borrowers are considered creditworthy and can repay the debt in the normal course of business, however, cash flow trends may be inconsistent or fluctuating. Average credit scores are satisfactory and years of experience is acceptable. Liquidity and net worth are satisfactory. Current and debt to tangible net worth ratios are average. Loan to value is slightly below policy and the collateral condition is slightly above average.   6 – Pass Borrowers are considered credit worthy but financial condition may show signs of weakness due to internal or external factors. Cash flow trends may be declining annually. Average credit scores may be low but remain acceptable. Borrower has limited years of experience. Liquidity, net worth, current and debt to tangible net worth ratios are below average. Loan to value is nearing policy limits and collateral condition is average.   16     7 – Special Mention A special mention asset has identified weaknesses that deserve Management’s close attention. If left uncorrected, these weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. There is still adequate protection by the current sound worth and paying capacity of the obligor or of the collateral pledged. The Special Mention rating is viewed as transitional and will be monitored closely.   Loans in this category may exhibit some of the following risk factors. Cash flow trends may be consistently declining or may be questionable. Debt coverage ratios may be at or near 1:1. Average credit scores may be very weak or the borrower may have minimal years of experience. Liquidity, net worth, current and debt to tangible net worth ratios may be very weak. Loan to value may be at policy limits or may exceed policy limits. Collateral condition may be below average.   8 – Substandard This classification consists of loans which are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged. Financial statements normally reveal some or all of the following: poor trends, lack of earnings and cash flow, excessive debt, lack of liquidity, and the absence of creditor protection. Loans are still considered collectible, but due to increased risks and defined weaknesses of the credit, some loss could be incurred in collection if the deficiencies are not corrected.   9 – Doubtful Such loans have been placed on nonaccrual status and may be heavily dependent upon collateral possessing a value that is difficult to determine or based upon some near-term event which lacks clear certainty. These loans have all of the weaknesses of those classified as Substandard; however, based on existing conditions, these weaknesses make full collection of the principal balance highly improbable.   10 – Loss Loans that are considered uncollectible and of such little value that continuing to carry them as assets is not warranted.   Performing loans are loans that are paying as agreed and are approximately less than ninety days past due on payments of interest and principal.   Non-performing loans include those loans that are 90 days or more past due and those loans that have been placed on non-accrual status.   Loan Modification Disclosures Pursuant to ASU 2022 - 02   The following table shows the amortized cost of loans at September 30, 2023, that were both experiencing financial difficulty and modified during the three and nine months ended September 30, 2023, segregated by portfolio segment and type of modification. The percentage of the amortized cost of loans that were modified to borrowers in financial distress as compared to the amortized cost of each segment of financial receivable is also presented below.       For the three months ended September 30, 2023   (Dollars in thousands)   Payment Delay     Term Extension     Interest Rate Reduction     Combination Term Extension and Interest Rate Reduction     % of Total Segment Financing Receivables   Home Equity   $ -     $ 16     $ -     $ -       0.03 % Total   $ -     $ 16     $ -     $ -       0.00 %       For the nine months ended September 30, 2023   (Dollars in thousands)   Payment Delay     Term Extension     Interest Rate Reduction     Combination Term Extension and Interest Rate Reduction     % of Total Segment Financing Receivables   Residential Real Estate   $ -     $ 878     $ -     $ -       0.18 % Home Equity   $ -     $ 16     $ -     $ -       0.03 % Total   $ -     $ 894     $ -     $ -       0.06 %   There were no commitments to lend additional amounts to the borrowers included in the previous table.   17     The Bancorp closely monitors the performance of loans and leases that have been modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table shows the performance of such loans and leases that have been modified during the nine months ended September 30, 2023.   (Dollars in thousands)   Current     30-59 Days Past Due     60-89 Days Past Due     Greater Than 90 Days Past Due   Residential Real Estate   $ 878     $ -     $ -     $ -   Home Equity   $ 16     $ -     $ -     $ -   Total   $ 894     $ -     $ -     $ -       The borrowers with term extension have had their maturity dates extended and as a result their monthly payments were reduced.   Upon the Bancorp’s determination that a modified loan has subsequently been deemed uncollectible, the loan or lease is written off. Therefore, the amortized cost of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.   Troubled Debt Restructuring (TDR) Disclosures Prior to the Adoption of ASU 2022 - 02   During the nine months ending September 30, 2022, nine residential real estate loans totaling $ 1.5 million, one commercial real estate loan totaling $ 1.4 million, and one home equity loan totaling $ 5 thousand, were modified to include deferral of principal resulting in troubled debt restructuring classification. No trouble debt restructuring loans had subsequently defaulted during the nine months ending September 30, 2022. All of the loans classified as troubled debt restructurings are also considered impaired. The valuation basis for the Bancorp’s troubled debt restructurings is based on the present value of cash flows, unless consistent cash flows are not present, then the fair value of the collateral securing the loan is the basis for valuation.   Acquired Loan Purchase Discounts   As part of the fair value of loans receivable, there was a net fair value discount for loans acquired of $ 5.8 million at September 30, 2023, compared to $ 5.5 million at December 31, 2022.   Accretable yield, or income recorded for the three months ended September 30, is as follows:   (dollars in thousands)   Total   2022   $ 176   2023     244     Accretable yield, or income recorded for the nine months ended September 30, is as follows:   (dollars in thousands)   Total   2022   $ 723   2023     486     Accretable yield, or income expected to be recorded in the future is as follows:   (dollars in thousands)   Total   Remainder 2023     194   2024     768   2025     689   2026     466   2027 and thereafter     3,679   Total   $ 5,796     18     Allowance for Credit Losses   The allowance for credit losses is established for current expected credit losses on the Bancorp’s loan and lease portfolios utilizing guidance in Accounting Standards Codification (ASC) Topic 326. The Bancorp adopted ASU 2016 - 13 on January 1, 2023. Therefore, September 30, 2022, provision for credit losses and other allowance for loan and lease loss disclosures for the three and nine months ended September 30, 2022, were calculated under the incurred loss method.   The determination of the allowance requires significant judgment to estimate credit losses measured on a collective pool basis when similar risk characteristics exist, and for loans evaluated individually. In determining the allowance, the Bancorp estimates expected future losses for the loan’s entire contractual term adjusted for expected payments when appropriate. The allowance estimate considers relevant available information, from internal and external sources relating to the historical loss experience, current conditions, and reasonable and supportable forecasts for the Bancorp’s outstanding loan and lease balances. The allowance is an estimation that reflects management’s evaluation of expected losses related to the Bancorp’s financial assets measured at amortized cost. To ensure that the allowance is maintained at an adequate level, a detailed analysis is performed on a quarterly basis and an appropriate provision is made to adjust the allowance.   The Bancorp categorizes the loan portfolios into nine segments based on similar risk characteristics. Loans within each segment are collectively evaluated using the probability of default (“PD”)/loss given default (“LGD”) methodology (PD/LGD). In creating the CECL model, the Bancorp has established a two -year reasonable and supportable forecast period with a one -year straight line reversion to the long-term historical average. Due to its minimal loss history, the Bancorp elected to use peer data for a more reasonable calculation. The following table shows the changes in the allowance for loan and lease losses, segregated by portfolio segment, for the three and nine months ended September 30, 2023, and 2022.   19     The Bancorp's activity in the allowance for credit losses, by loan segment, is summarized below for the three months ended September 30, 2023:   (Dollars in thousands)   Beginning Balance     Adoption of ASC 326     PCD Gross-up     Charge-offs     Recoveries     Provisions     Ending Balance                                                             Allowance for credit losses:                                                         Residential real estate   $ 4,854     $ -     $ -     $ -     $ 11     $ ( 154 )   $ 4,711   Home equity     680       -       -       -       -       41       721   Commercial real estate     7,031       -       -       1       1       426       7,459   Construction and land development     3,599       -       -       -       -       ( 195 )     3,404   Multifamily     1,020       -       -       -       45       ( 115 )     950   Commercial business     2,050       -       -       ( 622 )     18       463       1,909   Consumer     57       -       -       ( 20 )     1       18       56   Manufactured homes     166       -       -       -       -       ( 12 )     154   Government     50       -       -       -       -       16       66   Total   $ 19,507     $ -     $ -     $ ( 641 )   $ 76     $ 488     $ 19,430     The Bancorp's activity in the allowance for loan losses, by loan segment, is summarized below for the three months ended September 30, 2022:   Allowance for loan losses:                                                         Residential real estate   $ 2,756     $ -     $ -     $ -     $ 8     $ 246     $ 3,010   Home equity     373       -       -       -       -       22       395   Commercial real estate     5,527       -       -       -       -       ( 27 )     5,500   Construction and land development     1,744       -       -       -       -       ( 229 )     1,515   Multifamily     1,128       -       -       -       -       108       1,236   Commercial business     1,808       -       -       ( 57 )     50       ( 100 )     1,701   Consumer     70       -       -       ( 13 )     4       ( 20 )     41   Manufactured homes     -       -       -       -       -       -       -   Government     -       -       -       -       -       -       -   Total   $ 13,406     $ -     $ -     $ ( 70 )   $ 62     $ -     $ 13,398     The Bancorp's activity in the allowance for credit losses, by loan segment, is summarized below for the nine months ended September 30, 2023:    Allowance for credit losses:                                                         Residential real estate   $ 3,021     $ 1,688     $ 535     $ -     $ 74     $ ( 607 )   $ 4,711   Home equity     410       99       29       -       -       183       721   Commercial real estate     5,784       1,003       443       ( 371 )     2       598       7,459   Construction and land development     1,253       1,735       -       -       -       416       3,404   Multifamily     1,007       141       -       -       131       ( 329 )     950   Commercial business     1,365       320       5       ( 1,065 )     166       1,118       1,909   Consumer     57       5       17       ( 60 )     7       30       56   Manufactured homes     -       112       -       -       -       42       154   Government     -       55       -       -       -       11       66   Total   $ 12,897     $ 5,158     $ 1,029     $ ( 1,496 )   $ 380     $ 1,462     $ 19,430     The Bancorp's activity in the allowance for loan losses, by loan segment, is summarized below for the nine months ended September 30, 2022:   Allowance for loan losses:                                                         Residential real estate   $ 2,480     $ -     $ -     $ -     $ 58     $ 472     $ 3,010   Home equity     357       -       -       -       -       38       395   Commercial real estate     5,515       -       -       -       -       ( 15 )     5,500   Construction and land development     2,119       -       -       -       -       ( 604 )     1,515   Multifamily     848       -       -       -       -       388       1,236   Commercial business     2,009       -       -       ( 57 )     88       ( 339 )     1,701   Consumer     15       -       -       ( 50 )     16       60       41   Manufactured homes     -       -       -       -       -       -       -   Government     -       -       -       -       -       -       -   Total   $ 13,343     $ -     $ -     $ ( 107 )   $ 162     $ -     $ 13,398     A collateral dependent financial loan relies solely on the operation or sale of the collateral for repayment. In evaluating the overall risk associated with the loan, the Bancorp considers character, overall financial condition and resources, and payment record of the borrower; the prospects for support from any financially responsible guarantors; and the nature and degree of protection provided by the cash flow and value of any underlying collateral. However, as other sources of repayment become inadequate over time, the significance of the collateral's value increases and the loan may become collateral dependent.   20     The table below presents the amortized cost basis and allowance for credit losses (“ACL”) allocated for collateral dependent loans in accordance with ASC 326, which are individually evaluated to determine expected credit losses.   (Dollars in thousands)   September 30, 2023           Commercial   Real Estate     Accounts Receivable     Other     Total     ACL Allocation   Commercial real estate   $ 2,441     $ -     $ -     $ 2,441     $ 61   Multifamily     1,483       -       -       1,483       -   Commercial business     -       1,612       298       1,910       493       $ 3,924     $ 1,612     $ 298     $ 5,834     $ 554     A deferred cost reserve is maintained for the portfolio of manufactured home loans that have been purchased. This reserve is available for use for manufactured home loan nonperformance and costs associated with nonperformance. If the segment performs in line with expectations, the deferred cost reserve is paid as a premium to the third party originator of the loan. The unamortized balance of the deferred cost reserve totaled $ 4.0 million and $ 4.6 million as of September 30, 2023, and December 31, 2022, respectively, and is included in net deferred loan origination cost.   The following table presents non–accrual loans, and loans past due over 90 days still on accrual by class of loans:   As of September 30, 2023   Nonaccrual with No Allowance for Credit Loss     Nonaccrual     Loans Past Due over 90 Days Still Accruing   Residential real estate   $ 1,065     $ 4,749     $ 11   Home equity     183       430       -   Commercial real estate     759       239       222   Construction and land development     -       -       -   Multifamily     948       -       -   Commercial business     -       1,465       -   Consumer     -       2       -   Manufactured homes     -       -       -   Government     -       -       -   Total   $ 2,955     $ 6,885     $ 233     The Bancorp's impairment analysis is summarized below:       Ending Balances                                                     (Dollars in thousands)   Individually evaluated for impairment reserves     Collectively evaluated for impairment reserves     Loan receivables     Individually evaluated for impairment     Purchased credit impaired individually evaluated for impairment     Collectively evaluated for impairment                                                     The Bancorp's allowance for loan losses impairment evaluation and loan receivables are summarized below at December 31, 2022:                                                                                                   Residential real estate   $ 24     $ 2,997     $ 484,595     $ 1,518     $ 988     $ 482,089   Home equity     3       407       38,978       294       125       38,559   Commercial real estate     13       5,771       486,431       2,392       2,935       481,104   Construction and land development     -       1,253       108,926       -       -       108,926   Multifamily     -       1,007       251,014       6,739       382       243,893   Commercial business     297       1,068       93,278       1,758       953       90,567   Consumer     -       57       918       -       17       901   Manufactured homes     -       -       34,882       -       -       34,882   Government     -       -       9,549       -       -       9,549   Total   $ 337     $ 12,560     $ 1,508,571     $ 12,701     $ 5,400     $ 1,490,470     21                                 For the nine months ended     For the three months ended       As of December 31, 2022     September 30, 2022     September 30, 2022   (Dollars in thousands)   Recorded Investment     Unpaid Principal Balance     Related Allowance     Average Recorded Investment     Interest Income Recognized     Average Recorded Investment     Interest Income Recognized   With no related allowance recorded:                                                         Residential real estate   $ 1,683     $ 3,017     $ -     $ 2,596     $ 206     $ 2,563     $ 51   Home equity     262       275       -       216       14       178       1   Commercial real estate     765       765       -       2,932       196       3,677       ( 24 ) Construction & land development     -       -       -       430       13       400       13   Multifamily     556       647       -       2,454       86       2,872       24   Farmland     -       -       -       -       -       -       -   Commercial business     1,205       1,324       -       1,137       79       1,048       3   Consumer     -       -       -       15       1       20       1   Manufactured homes     -       -       -       -       -       -       -   Government     -       -       -       -       -       -       -                                                         -   With an allowance recorded:                                                     -   Residential real estate   $ 88     $ 88     $ 17     $ 179     $ 5     $ 272     $ ( 4 ) Home equity     22       22       4       21       1       21       -   Commercial real estate     835       835       386       844       -       846       -   Construction & land development     -       -       -       -       -       -       -   Multifamily     -       -       -       -       -       -       -   Farmland     -       -       -       -       -       -       -   Commercial business     392       392       277       332       14       311       ( 2 ) Consumer     -       -       -       -       -       -       -   Manufactured homes     -       -       -       -       -       -       -   Government     -       -       -       -       -       -       -                                                             Total:                                                         Residential real estate   $ 1,771     $ 3,105     $ 17     $ 2,775     $ 211     $ 2,835     $ 47   Home equity   $ 284     $ 297     $ 4     $ 237     $ 15     $ 199     $ 1   Commercial real estate   $ 1,600     $ 1,600     $ 386     $ 3,776     $ 196     $ 4,523     $ ( 24 ) Construction & land development   $ -     $ -     $ -     $ 430     $ 13     $ 400     $ 13   Multifamily   $ 556     $ 647     $ -     $ 2,454     $ 86     $ 2,872     $ 24   Farmland   $ -     $ -     $ -     $ -     $ -     $ -     $ -   Commercial business   $ 1,597     $ 1,716     $ 277     $ 1,469     $ 93     $ 1,359     $ 1   Consumer   $ -     $ -     $ -     $ 15     $ 1     $ 20     $ 1   Manufactured homes   $ -     $ -     $ -     $ -     $ -     $ -     $ -   Government   $ -     $ -     $ -     $ -     $ -     $ -     $ -     Accrued interest receivable on loans totaled $ 5.4 million and is excluded from the estimate of credit losses. The Bancorp made the accounting policy election to not measure an ACL for accrued interest receivable. Accrued interest deemed uncollectible will be written off through interest income.   Liability for Credit Losses on Unfunded Loan Commitments   The liability for credit losses inherent in unfunded loan commitments is included in accrued expenses and other liabilities on the Consolidated Balance Sheet. The adequacy of the reserve for unfunded commitments is determined quarterly based on methodology similar to the methodology for determining the ACL. The following table shows the changes in the liability for credit losses on unfunded loan commitments.       Three months ended,       September 30,   (Dollars in thousands)   2023   Balance, beginning of period   $ 3,136   Provision (recovery of provision)     ( 244 ) Balance, end of period   $ 2,892         Nine months ended,       September 30,   (Dollars in thousands)   2023   Balance, beginning of period   $ -   Adoption of ASC 326     3,108   Provision (recovery of provision)     ( 216 ) Balance, end of period   $ 2,892     22        Note 8 – Intangibles and Acquisition Related Accounting   (Dollars in thousands)   2023     2022   Goodwill balance January 1,   $ 22,395     $ 11,109   Goodwill acquired - Royal Financial     -       11,286   Goodwill balance September 30,   $ 22,395     $ 22,395     Goodwill is tested annually for impairment. Goodwill arising from business combinations represents the value attributable to unidentifiable intangible assets in the business acquired. The Bancorp’s goodwill relates to the value inherent in the banking industry and that value is dependent upon the ability of the Bancorp to provide quality, cost effective banking services in a competitive marketplace. If the implied fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated and goodwill is written down to its implied fair value. There has not been any impairment of goodwill identified or recorded.   In addition to goodwill, a core deposit intangible was established with the acquisition of RYFL and from previous acquisitions. The Bancorp had core deposit intangible balances of $ 3.6 million and $ 4.8 million as of September 30, 2023, and December 31, 2022, respectively. The table below summarizes the annual amortization:   The amortization recorded for the three months ended September 30, is as follows:             (dollars in thousands)   Total   2022   $ 400   2023   $ 380     The amortization recorded for the nine months ended September 30, is as follows:             (dollars in thousands)   Total   2022   $ 1,157   2023   $ 1,158     Amortization to be recorded in future periods, is as follows:                   (dollars in thousands)   Total   Remainder of 2023     364   2024     1,411   2025     688   2026     360   2027     294   Thereafter     519   Total   $ 3,636     For the RYFL acquisition, as part of the fair value of certificates of deposit, a fair value premium was established of $ 1.0 million. Approximately $ 49 thousand and $ 134 thousand of amortization was taken as income during the three months ended September 30, 2023, and 2022, respectively. Approximately $ 176 thousand and $ 438 thousand of amortization was taken as income during the nine months ended September 30, 2023, and 2022, respectively. It is estimated amortization to be recorded in future periods is as follows: $ 40 thousand for the remainder of 2023, $ 124 thousand in 2024, $ 72 thousand in 2025, and $ 55 thousand thereafter.   23        Note 9 – Deposits The Bancorp’s end-of-period deposit portfolio balances were as follows:       September 30,     December 31,   (Dollars in thousands)   2023     2022                     Checking   $ 626,880     $ 755,377   Savings     320,130       402,365   Money market     294,015       254,157   Certificates of deposit     543,012       363,118   Total deposits   $ 1,784,037     $ 1,775,017     The aggregate amount of retail and brokered certificates of deposit with a balance of $250 thousand or more was approximately $ 76.3 million at September 30, 2023, and $ 93.6 million at December 31, 2022.      Note 10 - Concentrations of Credit Risk The primary lending area of the Bancorp encompasses Lake County in northwest Indiana and Cook County in northeast Illinois, where collectively a majority of loan activity is concentrated. The Bancorp is also an active lender in Porter County, and to a lesser extent, LaPorte, Newton and Jasper counties in Indiana; and DuPage, Lake, and Will counties in Illinois. Substantially all loans are secured by specific items of collateral including residences, commercial real estate, land development, business assets and consumer assets.      Note 11 - Earnings per Share Earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding. A reconciliation of the numerators and denominators of the basic and diluted earnings per common share computations for the three and nine months ended September 30, 2023, and 2022, are as follows:       Three months ended     Nine months ended   (dollars in thousands except per share data)   September 30,     September 30,       2023     2022     2023     2022   Basic earnings per common share:                                 Net income as reported   $ 2,191     $ 4,556     $ 6,869     $ 11,122   Weighted average common shares outstanding     4,251,920       4,242,568       4,281,205       4,153,733   Basic earnings per common share   $ 0.52     $ 1.07     $ 1.60     $ 2.68                                     Diluted earnings per common share:                                 Net income as reported   $ 2,191     $ 4,556     $ 6,869     $ 11,122   Weighted average common shares outstanding     4,251,920       4,242,568       4,281,205       4,153,733   Add: Dilutive effect of unvested restricted stock awards     9,041       18,028       7,662       16,804   Weighted average common and dilutive potential common shares outstanding     4,260,961       4,260,596       4,288,867       4,170,537   Diluted earnings per common share   $ 0.51     $ 1.07     $ 1.60     $ 2.67        Note 12 - Stock Based Compensation The Bancorp’s 2015 Stock Option and Incentive Plan (the “Plan”), which was adopted by the Bancorp’s Board of Directors on February 27, 2015, and approved by the Bancorp’s shareholders on April 24, 2015, permits the grant of equity awards for up to 250,000 shares of common stock. Awards granted under the Plan may be in the form of incentive stock options, non-qualified stock options, restricted stock, unrestricted stock, performance shares, or performance units.   As required by the Stock Compensation Topic, companies are required to record compensation cost for stock options and awards provided to employees in return for employment service. For the three months ended September 30, 2023, stock based compensation expense of $ 98 thousand was recorded, compared to $ 203 thousand for the three months ended September 30, 2022. For the nine months ended September 30, 2023, stock based compensation expense of $ 646 thousand was recorded, compared to $ 536 thousand for the nine months ended September 30, 2022. It is anticipated that current outstanding unvested awards will result in additional compensation expense of approximately $ 843 thousand through 2026 with an weighted average life of 1.5 years.   24     Restricted stock awards are issued with an award price equal to the market price of the Bancorp’s common stock on the award date and vest between three and five years after the grant date. Forfeiture provisions exist for personnel that separate employment before the vesting period expires. A summary of restricted stock activity under the Bancorp’s Plan described above for the nine months ended September 30, 2023, follows:   Non-vested Shares   Shares     Weighted Average Grant Date Fair Value   Non-vested at January 1, 2023     55,833     $ 43.87   Granted     10,102       35.01   Vested     ( 17,549 )     44.24   Forfeited     ( 4,629 )     42.78   Non-vested at September 30, 2023     43,757     $ 41.79       Note 13 – Derivative Financial Instruments   The Bancorp uses derivative financial instruments to help manage exposure to interest rate risk and the effects that changes in interest rates may have on net income and the fair value of assets and liabilities. The Bancorp has certain interest rate derivative positions that are not designated as hedging instruments. Derivative assets and liabilities are recorded at fair value on the Consolidated Balance Sheet and do not take into account the effects of master netting agreements. Master netting agreements allow the Bancorp to settle all derivative contracts held with a single counterparty on a net basis, and to offset net derivative positions with related collateral, where applicable. These derivative positions relate to transactions in which the Bancorp enters into an interest rate swap with a client while at the same time entering into an offsetting interest rate swap with another financial institution. In connection with each transaction, the Bancorp agrees to pay interest to the client on a notional amount at a variable interest rate and receive interest from the client on the same notional amount at a fixed interest rate. At the same time, the Bancorp agrees to pay another financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. The transaction allows the client to effectively convert a variable rate loan to a fixed rate. Because the terms of the swaps with the customers and the other financial institutions offset each other, with the only difference being counterparty credit risk, changes in the fair value of the underlying derivative contracts are not materially different and do not significantly impact the Bancorp’s results of operations.   The Bancorp enters into commitments to originate loans whereby the interest rate on the loan is determined prior to funding (i.e., interest rate lock commitment). The interest rate lock commitments are considered derivatives and are recorded on the accompanying consolidated balance sheets at fair value in accordance with FASB ASC 815, Derivatives and Hedging.   The following table shows the amounts of non-hedging derivative financial instruments:   September 30, 2023             Asset derivatives     Liability derivatives   (Dollars in thousands) Statement of Financial Condition classification   Fair value     Statement of Financial Condition classification     Fair value   Interest rate swap contracts Other assets   $ 9,834     Other liabilties     $ 9,834   Interest rate lock commitments Other assets     51       N/A       -   Total   $ 9,885             $ 9,834     December 31, 2022             Asset derivatives     Liability derivatives   (Dollars in thousands) Statement of Financial Condition classification   Fair value     Statement of Financial Condition classification     Fair value   Interest rate swap contracts Other assets   $ 8,972     Other liabilties     $ 8,972   Interest rate lock commitments Other assets     38       N/A       -   Total   $ 9,010             $ 8,972     The following table shows the amounts included in the Statements of Income for non-hedging derivative financial instruments:         Three Months Ended         September 30,   (Dollars in thousands) Statement of Income Classification   2023     2022   Interest rate swap contracts Fees and service charges   $ ( 37 )   $ 3   Interest rate lock commitments Gain on sale of loans held-for-sale, net     ( 36 )     ( 42 ) Total   $ ( 73 )   $ ( 39 )           Nine Months Ended         September 30,   (Dollars in thousands) Statement of Income Classification   2023     2022   Interest rate swap contracts Fees and service charges   $ 328     $ 3   Interest rate lock commitments Gain on sale of loans held-for-sale, net     12       ( 110 ) Total   $ 340     $ ( 107 )   25     The following table shows the offsetting of financial assets and derivative assets:                               Gross Amounts not Offset in the                                       Statement of Financial Condition           (Dollars in thousands)   Gross Amounts of Recognized Assets     Gross Amounts Offset in the Statement of Financial Condition     Net Amounts of Assets Presented in the Statement of Financial Condition     Financial Instruments     Cash Collateral Received     Net Amount   September 30, 2023                                                 Interest rate swap contracts   $ 9,834     $ -     $ 9,834     $ -     $ 5,470     $ 4,364   Interest rate lock commitments     51       -       51       -       -       51   Total   $ 9,885     $ -     $ 9,885     $ -     $ 5,470     $ 4,415                                 Gross Amounts not Offset in the                                       Statement of Financial Condition           (Dollars in thousands)   Gross Amounts of Recognized Liabilities     Gross Amounts Offset in the Statement of Financial Condition     Net Amounts of Liabilities Presented in the Statement of Financial Condition     Financial Instruments     Cash Collateral Received     Net Amount   December 31, 2022                                                 Interest rate swap contracts   $ 8,972     $ -     $ 8,972     $ -     $ -     $ 8,972   Interest rate lock commitments     38       -       38       -       -       38   Total   $ 9,010     $ -     $ 9,010     $ -     $ -     $ 9,010     The following table shows the offsetting of financial liabilities and derivative liabilities:                               Gross Amounts not Offset in the                                       Statement of Financial Condition           (Dollars in thousands)   Gross Amounts of Recognized Liabilities     Gross Amounts Offset in the Statement of Financial Condition     Net Amounts of Liabilities Presented in the Statement of Financial Condition     Financial Instruments     Cash Collateral Pledged     Net Amount   September 30, 2023                                                 Interest rate swap contracts   $ 9,834     $ -     $ 9,834     $ -     $ -     $ 9,834   Total   $ 9,834     $ -     $ 9,834     $ -     $ -     $ 9,834                                 Gross Amounts not Offset in the                                       Statement of Financial Condition           (Dollars in thousands)   Gross Amounts of Recognized Liabilities     Gross Amounts Offset in the Statement of Financial Condition     Net Amounts of Liabilities Presented in the Statement of Financial Condition     Financial Instruments     Cash Collateral Pledged     Net Amount   December 31, 2022                                                 Interest rate swap contracts   $ 8,972     $ -     $ 8,972     $ -     $ 3,930     $ 5,042   Total   $ 8,972     $ -     $ 8,972     $ -     $ 3,930     $ 5,042        Note 14 - Fair Value The Fair Value Measurements Topic establishes a hierarchy that 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 entity 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 a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.   The fair values of securities available-for-sale are determined on a recurring basis by obtaining quoted prices on nationally recognized securities exchanges or pricing models utilizing significant observable inputs such as 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. Different judgments and assumptions used in pricing could result in different estimates of value. In certain cases where market data is not readily available because of a lack of market activity or little public disclosure, values may be based on unobservable inputs and classified in Level 3 of the fair value hierarchy. Interest rate swap agreements, both assets and liabilities, are valued by a third -party pricing agent using an income approach (Level 2 ).   26     Assets and Liabilities Measured at Fair Value on a Recurring Basis There were no transfers to or from Levels 1 and 2 during the nine months ended September 30, 2023. Assets measured at fair value on a recurring basis are summarized below:               (Dollars in thousands)               Fair Value Measurements at September 30, 2023 Using   (Dollars in thousands)   Estimated Fair Value     Quoted Prices in Active Markets for Identical Assets (Level 1)     Significant Other Observable Inputs (Level 2)     Significant Unobservable Inputs (Level 3)   Assets:                                 Interest rate swap contracts   $ 9,834     $ -     $ 9,834     $ -   Interest rate lock commitments     51       -       51       -   Available-for-sale debt securities:                                 U.S. government sponsored entities     7,550       -       7,550       -   U.S. treasury securities     -       -       -       -   Collateralized mortgage obligations and residential mortgage-backed securities     119,096       -       119,096       -   Municipal securities     211,479       -       211,479       -   Collateralized debt obligations     1,155       -       -       1,155   Total securities available-for-sale   $ 339,280     $ -     $ 338,125     $ 1,155                                     Liabilities:                                 Interest rate swap contracts   $ 9,834     $ -     $ 9,834     $ -                 (Dollars in thousands)               Fair Value Measurements at December 31, 2022 Using   (Dollars in thousands)   Estimated Fair Value     Quoted Prices in Active Markets for Identical Assets (Level 1)     Significant Other Observable Inputs (Level 2)     Significant Unobservable Inputs (Level 3)   Assets:                                 Interest rate swap contracts   $ 8,972     $ -     $ 8,972     $ -   Interest rate lock commitments     38       -       38       -   Available-for-sale debt securities:                                 U.S. government sponsored entities     7,625       -       7,625       -   U.S. treasury securities     389       -       389       -   Collateralized mortgage obligations and residential mortgage-backed securities     134,116       -       134,116       -   Municipal securities     227,718       -       227,718       -   Collateralized debt obligations     1,048       -       -       1,048   Total securities available-for-sale   $ 370,896     $ -     $ 369,848     $ 1,048                                     Liabilities:                                 Interest rate swap contracts   $ 8,972     $ -     $ 8,972     $ -     27     A roll forward of available-for-sale securities, which require significant adjustment based on unobservable data, are presented in the following table:       (Dollars in thousands)       Estimated Fair Value Measurements Using Significant Unobservable Inputs (Level 3)       Available-for- sale securities   Beginning balance, June 30, 2022   $ 972   Principal payments     -   Total unrealized gains, included in other comprehensive income     55   Ending balance, September 30, 2022   $ 1,027             Beginning balance, June 30, 2023   $ 1,075   Principal payments     -   Total unrealized gains, included in other comprehensive loss     80   Ending balance, September 30, 2023   $ 1,155         (Dollars in thousands)       Estimated Fair Value Measurements Using Significant Unobservable Inputs (Level 3)       Available-for- sale securities   Beginning balance, January 1, 2022   $ 992   Principal payments     -   Total unrealized gains, included in other comprehensive income     35   Ending balance, September 30, 2022   $ 1,027             Beginning balance, January 1, 2023   $ 1,048   Principal payments     -   Total unrealized gains, included in other comprehensive loss     107   Ending balance, September 30, 2023   $ 1,155     Assets measured at fair value on a non-recurring basis are summarized below:               (Dollars in thousands)               Fair Value Measurements at September 30, 2023 Using     (Dollars in thousands)   Estimated Fair Value     Quoted Prices in Active Markets for Identical Assets (Level 1)     Significant Other Observable Inputs (Level 2)     Significant Unobservable Inputs (Level 3)   Collateral dependent loans   $ 6,132     $ -     $ -     $ 6,132                 (Dollars in thousands)               Fair Value Measurements at December 31, 2022 Using     (Dollars in thousands)   Estimated Fair Value     Quoted Prices in Active Markets for Identical Assets (Level 1)     Significant Other Observable Inputs (Level 2)     Significant Unobservable Inputs (Level 3)   Impaired loans   $ 2,620     $ -     $ -     $ 2,620     Fair value is determined, where possible, using market prices derived from an appraisal or evaluation, which are considered to be Level 2 inputs. However, certain assumptions and unobservable inputs are often used by the appraiser, therefore, qualifying the assets as Level 3 in the fair value hierarchy. The fair value of foreclosed real estate is similarly determined by using the results of recent real estate appraisals. The numerical range of unobservable inputs for these valuation assumptions is not meaningful to this presentation.   28     The following table shows carrying values and related estimated fair values of financial instruments as of the dates indicated. Estimated fair values are further categorized by the inputs used to measure fair value. Items that are not financial instruments are not included.       September 30, 2023     Estimated Fair Value Measurements at September 30, 2023 Using   (Dollars in thousands)   Carrying Value     Estimated Fair Value     Quoted Prices in Active Markets for Identical Assets (Level 1)     Significant Other Observable Inputs (Level 2)     Significant Unobservable Inputs (Level 3)   Financial assets:                                         Cash and cash equivalents   $ 71,648     $ 71,648     $ 71,648     $ -     $ -   Loans held-for-sale     2,057       2,080       -       2,080       -   Loans receivable, net     1,506,230       1,400,946       -       -       1,400,946   Federal Home Loan Bank stock     6,547       6,547       -       6,547       -   Accrued interest receivable     7,864       7,864       -       7,864       -                                             Financial liabilities:                                         Non-interest bearing deposits     312,635       312,635       312,635       -       -   Interest bearing deposits     1,471,402       1,468,670       928,390       540,280       -   Repurchase agreements     48,310       48,274       39,420       8,854       -   Borrowed funds     100,000       99,394       -       99,394       -   Accrued interest payable     3,035       3,035       -       3,035       -           December 31, 2022     Estimated Fair Value Measurements at December 31, 2022 Using   (Dollars in thousands)   Carrying Value     Estimated Fair Value     Quoted Prices in Active Markets for Identical Assets (Level 1)     Significant Other Observable Inputs (Level 2)     Significant Unobservable Inputs (Level 3)   Financial assets:                                         Cash and cash equivalents   $ 31,282     $ 31,282     $ 31,282     $ -     $ -   Certificates of deposit in other financial institutions     2,456       2,404       -       2,404       -   Loans held-for-sale     1,543       1,555       -       1,555       -   Loans receivable, net     1,500,734       1,437,496       -       -       1,437,496   Federal Home Loan Bank stock     6,547       6,547       -       6,547       -   Accrued interest receivable     7,421       7,421       -       7,421       -                                             Financial liabilities:                                         Non-interest bearing deposits     359,092       359,092       359,092       -       -   Interest bearing deposits     1,415,925       1,414,738       1,052,807       361,931       -   Repurchase agreements     15,503       15,361       7,975       7,386       -   Borrowed funds     120,000       119,689       -       119,689       -   Accrued interest payable     336       336       -       336       -     The following methods were used to estimate the fair value of financial instruments presented in the preceding table for the periods ended September 30, 2023 and December 31, 2022:   Cash and cash equivalent carrying amounts approximate fair value. Certificates of deposits in other financial institutions carrying amounts approximate fair value (Level 2 ). Loans held-for-sale comprise residential mortgages and are priced based on values established by the secondary mortgage markets (Level 1 ). The estimated fair value for net loans receivable is based on the exit price notion which is the exchange price that would be received to transfer the loans at the most advantageous market price in an orderly transaction between market participants on the measurement date (Level 3 ). Federal Home Loan Bank stock is estimated at book value due to restrictions that limit the sale or transfer of the security Fair values of accrued interest receivable and payable approximate book value, as the carrying values are determined using the observable interest rate, balance, and last payment date.   Non-interest and interest bearing deposits, which include checking, savings, and money market deposits, are estimated to have fair values based on the amount payable as of the reporting date (Level 1 ). The fair value of fixed-maturity certificates of deposit (included in interest bearing deposits) are based on estimates of the rate the Bancorp would pay on similar deposits, applied for the time period until maturity (Level 2 ). Estimated fair values for short-term repurchase agreements, which represent sweeps from demand deposits to accounts secured by pledged securities, are estimated based on the amount payable as of the reporting date (Level 1 ). Longer-term repurchase agreements, with contractual maturity dates of three months or more, are based on estimates of the rate the Bancorp would pay on similar deposits, applied for the time period until maturity (Level 2 ). Short-term borrowings are generally only held overnight, therefore, their carrying amount is a reasonable estimate of fair value (Level 1 ). The fair value of FHLB Advances are estimated by discounting the future cash flows using quoted rates from the FHLB for similar advances with similar maturities (Level 2 ). The estimated fair value of other financial instruments, and off-balance sheet loan commitments, approximate cost and are not considered significant to this presentation.   29        Note 15 - Borrowings   At September 30, 2023, and December 31, 2022, borrowed funds are summarized below:       (Dollars in thousands)       September 30,     December 31,       2023     2022   Fixed rate advances from the BTFP with outstanding rates of 4.38 % as of September 30, 2023   $ 100,000     $ -   Fixed rate advances from the FHLB with outstanding rates of 4.30 % as of December 31, 2022   $ -     $ 120,000   Total   $ 100,000     $ 120,000     At September 30, 2023, scheduled maturities of borrowed funds were as follows:       (Dollars in thousands)   2023   $ -   2024     100,000   Total   $ 100,000     On March 12, 2023, the Federal Reserve Board announced the creation of a new Bank Term Funding Program (the “BTFP”). The BTFP offers loans of up to one year to banks, savings associations, credit unions, and other eligible depository institutions pledging U.S. Treasury securities, agency debt and mortgage-backed securities, and other qualifying assets as collateral. These assets are valued at par for purposes of the collateral pledge under the BTFP. During the first quarter of 2023, the Bancorp participated in the BTFP by accessing $ 100 million of low-cost capital under the program. As of September 30, 2023, the Bancorp had pledged securities as collateral for the program with a par value of $ 107.1 million. The Bancorp’s liquidity position remains strong with solid core deposit customer relationships, excess cash, debt securities, and access to diversified borrowing sources. The Bancorp has available liquidity of $ 757.9 million including borrowing capacity from the FHLB and Federal Reserve facilities. In addition to the BTFP, the Bancorp maintains a $ 25.0 million line of credit with the Federal Home Loan Bank of Indianapolis. The Bancorp did not have a balance on the line of credit at September 30, 2023 or December 31, 2022.      Note 16 – Subsequent Events   On November 7, 2023, the Bank entered into a Stipulation and Consent to the Issuance of a Consent Order (the “Stipulation”) with the FDIC and the Indiana Department of Financial Institutions (“DFI”), consenting to the issuance of a consent order (the “Order”) relating to the Bank’s compliance with the Bank Secrecy Act and its implementing regulations (collectively, the “BSA”). In consenting to the issuance of the Order, the Bank did not admit or deny any charges of unsafe or unsound banking practices or violations of law or regulation relating to its BSA compliance. The Order is based on findings of the FDIC and DFI during their joint examination commencing in February 2023 ( the “Examination”).   On November 7, 2023, the Bank entered into a memorandum of understanding (“MOU”) with the FDIC and DFI. The MOU is an informal administrative agreement pursuant to which the Bank has agreed to take various actions and comply with certain requirements to enhance certain areas of the Bank’s operations. The MOU documents an understanding among the Bank, the FDIC, and DFI that, among other things, the Bank will: refrain from paying cash dividends without prior regulatory approval, and develop and implement certain plans regarding the Bank’s operations, capital, and strategy. The Bank will submit written quarterly progress reports to the FDIC and DFI detailing compliance with the MOU. The MOU will remain in effect until modified or terminated by the FDIC and DFI.   30        Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations   Summary Finward Bancorp (the “Bancorp”) is a financial holding company registered with the Board of Governors of the Federal Reserve System. Peoples Bank (the “Bank”), an Indiana commercial bank is a wholly-owned subsidiary of the Bancorp. The Bancorp has no other business activity other than being a holding company for the Bank. The following management’s discussion and analysis presents information concerning our financial condition as of September 30, 2023, as compared to December 31, 2022, and the results of operations for the three and nine months ending September 30, 2023, and September 30, 2022. This discussion should be read in conjunction with the consolidated financial statements and other financial data presented elsewhere herein and with the financial statements and other financial data, as well as the Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2022.   At September 30, 2023, the Bancorp had total assets of $2.1 billion, total loans receivable of $1.5 billion and total deposits of $1.8 billion. Stockholders' equity totaled $119.0 million or 5.7% of total assets, with a book value per share of $27.68. Net income for the quarter ended September 30, 2023, was $2.2 million, or $0.51 earnings per common diluted share. For the quarter ended September 30, 2023, the return on average assets (ROA) was 0.42%, while the return on average stockholders’ equity (ROE) was 6.55%. Net income for the nine months ended September 30, 2023, was $6.9 million, or $1.60 earnings per diluted common share. For the nine months ended September 30, 2023, the ROA was 0.44%, while the ROE was 6.68%.   Recent Developments within the Banking Industry During the first half of 2023, the banking industry experienced significant volatility with multiple high-profile bank failures and industry wide concerns related to liquidity, deposit outflows, uninsured deposit concentrations, unrealized securities losses, and eroding consumer confidence in the banking system. In this regard, in March 2023, Silicon Valley Bank and Signature Bank were closed and taken over by the Federal Deposit Insurance Corporation (FDIC). In addition, on May 1, 2023, the FDIC was appointed as receiver for First Republic Bank, and on that same date JPMorgan Chase acquired the substantial majority of the assets and assumed the deposits and certain other liabilities of First Republic Bank from the FDIC receivership. These bank failures were driven principally by rapid withdrawals by depositors with large uninsured balances held at these institutions and losses incurred by these banks in liquidating their bond portfolios to provide liquidity to fund these deposit outflows. The FDIC determined that Silicon Valley Bank and Signature Bank were systemically important and fully guaranteed their depositor balances above the $250,000 FDIC insurance limit. Given the sharp increase in market interest rates during 2022 and the first nine months of 2023, most financial institutions’ bond portfolios have significant unrealized loss positions, which has continued into the third quarter of 2023 with the higher bond yields at the long end of the yield curve when compared to December 31, 2022.    In response to these bank failures and the volatility in the banking industry, on March 12, 2023, the Federal Reserve Board announced the creation of a new Bank Term Funding Program (the “BTFP”). The BTFP offers loans of up to one year to banks, savings associations, credit unions, and other eligible depository institutions pledging U.S. Treasury securities, agency debt and mortgage-backed securities, and other qualifying assets as collateral. These assets are valued at par for purposes of the collateral pledge under the BTFP. The BTFP expires on March 11, 2024.   In connection with these negative industry developments, the Bancorp has proactively managed its liquidity position and balance sheet in order to remain flexible and respond to further economic, industry, and regulatory conditions. The Bancorp’s total deposits as of September 30, 2023 increased by 0.5% as compared to December 31, 2022, while core deposits as of September 30, 2023 decreased by 12.1% as compared to December 31, 2022. The increase in deposit balances and decrease in core deposits is related to customer preferences for the Bancorp's higher yielding certificate of deposit products. The Bancorp’s uninsured deposits represented 27% of total deposits at September 30, 2023 compared to 29% of total deposits at December 31, 2022. The Bancorp also took a number of preemptive actions, which included proactive outreach to clients and actions to maximize its funding sources in response to these recent developments. In this regard, during the first nine months of 2023 the Bancorp participated in the BTFP by accessing $100 million of low-cost capital under the program. Furthermore, the Bancorp’s capital remains in excess of all required thresholds to be considered “well capitalized” under the FDIC’s risk-based capital guidelines, with common equity Tier 1 and total capital ratios of 10.20% and 11.20%, respectively, as of September 30, 2023.   31     Recent Developments - Allowance for Credit Losses The allowance for credit losses represents management’s estimate of expected credit losses over the expected contractual life of our existing loan portfolio and the establishment of an allowance that is sufficient to absorb those losses. As of January 1, 2023, we adopted ASU2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as amended, which replaces the incurred loss methodology with an expected loss methodology that is referred to as current expected credit losses (CECL). Determining the appropriateness of the allowance is complex and requires judgement by management about the effect of matters that are inherently uncertain. In determining an appropriate allowance, management makes numerous judgments, assumptions, and estimates which are inherently subjective, as they require material estimates that may be susceptible to significant change. These estimates are derived based on continuous review of the loan portfolio, assessments of client performance, movement through delinquency stages, probability of default, losses given default, collateral values, and disposition, as well as expected cash flows, economic forecasts, and qualitative factors, such as changes in current economic conditions. As stated in Note 7 to our unaudited condensed consolidated financial statements set forth herein, we segment our loan portfolios based on similar risk characteristics for collective evaluation using a non-discounted cash flow approach to estimate expected losses. We use a PD/LGD (probability of default/loss given default) model which aligns well with our internal risk rating system. Actual losses may differ from estimated amounts due to model inefficiencies or management’s inability to adequately determine appropriate model adjustment factors. The new accounting standard further requires management to use forecasts about future economic conditions to determine the expected credit losses over the remaining life of the asset. Forecast adjustments are fundamentally difficult to establish and, in the current environment, due to uncertainty given the potential recession and political environment, the task is even more formidable. We use a two-year reasonable and supportable period across all loan segments to forecast economic conditions. We believe the two-year time horizon aligns with available industry guidance and various forecasting sources. In assessing the factors used to derive an appropriate allowance, management benefits from a lengthy organizational history and experience with credit decisions and related outcomes but is new to the application of CECL. We have been diligent in our efforts to gain a thorough understanding of the accounting standard, and have reviewed our portfolios, loan segmentations, methodologies and models and believe we have made appropriate and prudent decisions. Nonetheless, if management’s underlying assumptions prove to be inaccurate, the allowance for loan losses would have to be adjusted. Our accounting policies related to the allowance for credit losses is disclosed in the section titled “Critical Accounting Policies” under the heading “Allowance for Credit Losses.”   Regulatory Developments Regarding the Bancorp and the Bank   Consent Order   On November 7, 2023, the Bank entered into a Stipulation and Consent to the Issuance of a Consent Order (the “Stipulation”) with the FDIC and the Indiana Department of Financial Institutions (“DFI”), consenting to the issuance of a consent order (the “Order”) relating to the Bank’s compliance with the Bank Secrecy Act and its implementing regulations (collectively, the “BSA”). In consenting to the issuance of the Order, the Bank did not admit or deny any charges of unsafe or unsound banking practices or violations of law or regulation relating to its BSA compliance. The Order is based on findings of the FDIC and DFI during their joint examination commencing in February 2023 (the “Examination”). Since the completion of the Examination, the board of directors and management of the Bancorp and the Bank have aggressively taken an active role in working to address the findings contained in the Examination and have proactively taken steps to comply with the requirements of the Order prior to its effectiveness, as further discussed below.   Under the terms of the Order, the Bank or its board of directors is required to take certain affirmative actions to comply with the Bank’s obligations under the BSA. These affirmative actions include, but are not limited to, the following: strengthening the board of directors’ oversight of the Bank’s BSA activities; developing, adopting, and implementing a revised BSA compliance program; developing a revised system of internal controls designed to ensure full compliance with the BSA; retaining management qualified to oversee the Bank’s BSA compliance program, including retaining a qualified BSA officer; assessing BSA staffing needs and identifying staff positions and personnel for BSA compliance; developing, adopting, and implementing a revised BSA training program; developing, adopting, and implementing a revised suspicious activity reporting program; implementing a board-approved customer due diligence program, and reviewing and enforcing enhanced customer due diligence and risk assessment procedures; eliminating or correcting certain violations of BSA law and regulations, and correcting BSA program weaknesses; ensuring that all reports required by the BSA are accurately and properly filed; and developing and implementing a written plan to review past account and transaction activity to determine whether suspicious activity was properly identified and reported.   32     Prior to implementation, certain of the actions required by the Order are subject to review by, and approval or non-objection from, the FDIC and the DFI. The Order will remain in effect and enforceable until it is modified, terminated, suspended, or set aside by the FDIC and DFI.   Numerous actions have already been taken or commenced by the Bank to strengthen its BSA and anti-money laundering compliance practices, policies, procedures, and controls. In this regard, the Bank began developing corrective actions prior to the entry of the Order and expects that it will be able to undertake and implement all required actions within the time periods specified in the Order. These actions include, without limitation, the formation of a Risk Management and Compliance Committee of the board of directors, consisting solely of independent directors, to assist the board in overseeing compliance efforts; enhancing the Bank’s risk management and compliance programs through restructuring reporting lines; improving technology and increasing BSA compliance staff, including hiring senior personnel; making additional investments into processes and system upgrades to strengthen anti-money laundering controls; enhancing education and training of the Bank’s employees responsible for BSA and anti-money laundering compliance; and conducting a look-back review of accounts and transaction activity covering the time periods from February 1, 2022, to March 31, 2023, to identify and properly report suspicious activity. In this regard, and as previously announced, a recent addition to senior staff includes the appointment of David J. Kwait as Senior Vice President, General Counsel, Corporate Secretary, and Chief Risk Officer of the Bancorp and the Bank, overseeing the Bank’s enhanced risk management infrastructure, including BSA compliance.   The Bank will incur additional non-interest expenses associated with the implementation of the corrective actions set forth in the Order. However, these expenses are not expected to have a material impact on the results of operations or financial condition of the Bancorp or the Bank.   Memorandum of Understanding   On November 7, 2023, the Bank entered into a memorandum of understanding (“MOU”) with the FDIC and DFI. The MOU is an informal administrative agreement pursuant to which the Bank has agreed to take various actions and comply with certain requirements to enhance certain areas of the Bank’s operations. The MOU documents an understanding among the Bank, the FDIC, and DFI that, among other things, the Bank will: refrain from paying cash dividends without prior regulatory approval, and develop and implement certain plans regarding the Bank’s operations, capital, and strategy. The Bank will submit written quarterly progress reports to the FDIC and DFI detailing compliance with the MOU. The MOU will remain in effect until modified or terminated by the FDIC and DFI.   Management does not expect the actions called for by these regulatory actions to have a substantial impact on the Bancorp’s or the Bank’s ongoing day-to-day operations, although they may have the effect of limiting or delaying the Bancorp’s or the Bank’s ability or plans to expand and engage in business combinations.   Financial Condition General   During the nine months ended September 30, 2023, total assets increased by $17.1 million (0.8%), with interest-earning assets increasing by $20.9 million (1.1%). At September 30, 2023, interest-earning assets totaled $1.93 billion compared to $1.91 billion at December 31, 2022. Earning assets represented 92.3% of total assets at September 30, 2023 and 92.1% of total assets at December 31, 2022.   33     Loan Portfolio   Net loans receivable totaled $1.53 billion at September 30, 2023, compared to $1.51 billion at December 31, 2022. The loan portfolio, which is the Bancorp’s largest asset, is the primary source of both interest and fee income. The Bancorp’s lending strategy emphasizes quality loan growth, product diversification, and competitive and profitable pricing.   The Bancorp’s end-of-period loan balances were as follows:       September 30,     December 31,   (Dollars in thousands)   2023     2022       Balance     % Loans     Balance     % Loans                                     Residential real estate   $ 487,659       32.0 %   $ 484,595       32.1 % Home equity     47,339       3.1 %     38,978       2.6 % Commercial real estate     498,513       32.8 %     486,431       32.2 % Construction and land development     121,547       8.0 %     108,926       7.2 % Multifamily     225,469       14.8 %     251,014       16.6 % Consumer     747       0.0 %     918       0.1 % Manufactured Homes     31,661       2.1 %     34,882       2.3 % Commercial business     98,723       6.5 %     93,278       6.2 % Government     10,021       0.7 %     9,549       0.7 % Loans receivable     1,521,679       100.0 %     1,508,571       100.0 % Plus:                                 Net deferred loans origination costs     4,070               5,083           Undisbursed loan funds     (89 )             (23 )         Loans receivable, net of deferred fees and costs   $ 1,525,660             $ 1,513,631                                             Adjustable rate loans / loans receivable   $ 741,196       48.7 %   $ 698,842       46.3 %         September 30,     December 31,       2023     2022                     Loans receivable to total assets     73.1 %     73.1 % Loans receivable to earning assets     79.2 %     79.4 % Loans receivable to total deposits     85.5 %     85.3 %   Our total commercial real estate portfolio (which is comprised of loans secured by office space, medical office space, and mixed-use retail/office space) totaled $498.5 million as of September 30, 2023, compared to $486.4 million as of December 31, 2022. Given prevailing market conditions such as rising interest rates, reduced occupancy as a result of the increase in hybrid work arrangements, and lower commercial real estate valuations, we are carefully monitoring these loans for signs of deterioration in credit quality.   The following table sets forth certain information at September 30, 2023, regarding the dollar amount of loans in the Bancorp’s portfolio based on their contractual terms to maturity. Demand loans, loans having no schedule of repayment and no stated maturity, and overdrafts are reported as due in one year or less. Contractual principal repayments of loans do not necessarily reflect the actual term of the loan portfolio. The average life of mortgage loans is substantially less than their contractual terms because of loan prepayments and because of enforcement of due-on-sale clauses, which give the Bancorp the right to declare a loan immediately due and payable in the event, among other things, that the borrower sells the property subject to the mortgage. The amounts are stated in thousands (000’s).   September 30, 2023   Maturing     After one     After five                       within     but within     but within     After               one year     five years     fifteen years     fifteen years     Total   Residential real estate   $ 5,329     $ 27,875     $ 99,801     $ 354,654     $ 487,659   Home equity     16,886       224       4,085       26,144       47,339   Commercial real estate     27,864       112,747       357,236       666       498,513   Construction and land development     33,876       35,641       40,197       11,833       121,547   Multifamily     11,474       85,535       127,224       1,236       225,469   Consumer     224       465       58       -       747   Manufactured Homes     -       64       8,399       23,198       31,661   Commercial business     36,518       45,948       15,767       490       98,723   Government     2,265       3,842       3,914       -       10,021   Total loans receivable   $ 134,436     $ 312,341     $ 656,681     $ 418,221     $ 1,521,679     The Bancorp is primarily a portfolio lender. Mortgage banking activities historically have been limited to the sale of fixed rate mortgage loans with contractual maturities greater than 15 years. These loans are identified as held for sale when originated and sold, on a loan-by-loan basis, in the secondary market. The Bancorp will also retain fixed rate mortgage loans with a contractual maturity greater than 15 years on a limited basis. During the nine months ended September 30, 2023, the Bancorp originated $30.4 million in new fixed rate mortgage loans for sale, compared to $40.8 million during the nine months ended September 30, 2022. At September 30, 2023, the Bancorp had $2.1 million in loans that were classified as held for sale, compared to $1.5 million at December 31, 2022.   34     Asset Quality   Non-performing loans include those loans that are 90 days or more past due and those loans that have been placed on non-accrual status. At September 30, 2023, non-performing loans that remained accruing and more than 90 days past due include one commercial real estate loan totaling $222 thousand and one residential real estate loan totaling $11 thousand. The Bancorp will at times maintain certain loans on accrual status, despite being over 90 days past due, for short periods of time when management has reason to believe payments are in the process of being received.   The Bancorp's nonperforming loans are summarized below:                     (Dollars in thousands)                 Loan Segment   September 30, 2023     December 31, 2022   Residential real estate   $ 5,825     $ 5,513   Home equity     613       594   Commercial real estate     1,220       3,242   Construction and land development     -       -   Multifamily     948       7,064   Commercial business     1,465       1,881   Consumer     2       -   Manufactured homes     -       82   Government     -       -   Total   $ 10,073     $ 18,376   Nonperforming loans to total loans     0.66 %     1.21 % Nonperforming loans to total assets     0.48 %     0.89 %   Substandard loans include potential problem loans, where information about possible credit issues or other conditions causes management to question the ability of such borrowers to comply with loan covenants or repayment terms. No loans were internally classified as doubtful or loss at September 30, 2023 or December 31, 2022.   The Bancorp's substandard loans are summarized below:                   (Dollars in thousands)                 Loan Segment   September 30, 2023     December 31, 2022   Residential real estate   $ 6,344     $ 6,035   Home equity     625       612   Commercial real estate     2,444       7,421   Construction and land development     -       -   Multifamily     1,484       7,064   Commercial business     1,464       1,881   Consumer     2       -   Manufactured homes     -       -   Government     -       -   Total   $ 12,363     $ 23,013     35     In addition to identifying and monitoring non-performing and other classified loans, management maintains a list of special mention loans. Special mention loans represent loans management is closely monitoring due to one or more factors that may cause the loan to become classified as substandard.   The Bancorp's special mention loans are summarized below:                   (Dollars in thousands)                 Loan Segment   September 30, 2023     December 31, 2022   Residential real estate   $ 1,934     $ 1,338   Home equity     181       385   Commercial real estate     5,883       4,955   Construction and land development     6,026       2,346   Multifamily     130       1,859   Commercial business     676       703   Consumer     -       -   Manufactured homes     -       -   Government     -       -   Total   $ 14,830     $ 11,586     At September 30, 2023, management is of the opinion that there are no loans where known information about possible credit problems of borrowers causes management to have serious doubts as to the ability of such borrowers to comply with the present loan repayment terms and which will imminently result in such loans being classified as past due or non-accrual. Management does not presently anticipate that any of the non-performing loans or classified loans would materially affect future operations, liquidity or capital resources.   The allowance for credit losses (ACL) is a valuation allowance for probable incurred credit losses, increased by the provision for credit losses, and decreased by charge-offs net of recoveries. A loan is charged‑off against the allowance by management as a loss when deemed uncollectible, although collection efforts continue and future recoveries may occur. The determination of the amounts of the ACL and provisions for credit losses is based on management’s current judgments about the credit quality of the loan portfolio with consideration given to all known relevant internal and external factors that affect loan collectability as of the reporting date. The appropriateness of the current period provision and the overall adequacy of the ACL are determined through a disciplined and consistently applied quarterly process that reviews the Bancorp’s current credit risk within the loan portfolio and identifies the required allowance for loan losses given the current risk estimates.   The Bancorp's provision for credit losses for the period ended are summarized below:                   (Dollars in thousands)                     Three months ended,     Nine months ended,   Loan Segment   September 30, 2023     September 30, 2023   Residential real estate   $ (154 )   $ (607 ) Home equity     41       183   Commercial real estate     426       598   Construction and land development     (195 )     416   Multifamily     (115 )     (329 ) Commercial business     463       1,118   Consumer     18       30   Manufactured homes     (12 )     42   Government     16       11   Total   $ 488     $ 1,462     The Bancorp's provision for loan losses for the period ended are summarized below:                   (Dollars in thousands)                     Three months ended,     Nine months ended,   Loan Segment   September 30, 2022     September 30, 2022   Residential real estate   $ 246     $ 472   Home equity     22       38   Commercial real estate     (27 )     (15 ) Construction and land development     (229 )     (604 ) Multifamily     108       388   Farmland     -       -   Commercial business     (100 )     (339 ) Consumer     (20 )     60   Manufactured homes     -       -   Government     -       -   Total   $ -     $ -     36     The Bancorp's charge-off and recovery information is summarized below:                             (Dollars in thousands)   (unaudited)       As of the three months ended September 30, 2023   Loan Segment   Charge-off     Recoveries     Net Charge-offs   Residential real estate   $ -     $ 11     $ 11   Home equity     -       -       -   Commercial real estate     1       1       2   Construction and land development     -       -       -   Multifamily     -       45       45   Farmland     -       -       -   Commercial business     (622 )     18       (604 ) Consumer     (20 )     1       (19 ) Manufactured homes     -       -           Government     -       -       -   Total   $ (641 )   $ 76     $ (565 )     (Dollars in thousands)   (unaudited)       As of the three months ended September 30, 2022   Loan Segment   Charge-off     Recoveries     Net Recoveries   Residential real estate   $ -     $ 8     $ 8   Home equity     -       -       -   Commercial real estate     -       -       -   Construction and land development     -       -       -   Multifamily     -       -       -   Farmland     -       -       -   Commercial business     (57 )     50       (7 ) Consumer     (13 )     4       (9 ) Manufactured homes     -       -           Government     -       -       -   Total   $ (70 )   $ 62     $ (8 )     The Bancorp's charge-off and recovery information is summarized below:                             (Dollars in thousands)   (unaudited)       As of the nine months ended September 30, 2023   Loan Segment   Charge-off     Recoveries     Net Charge-offs   Residential real estate   $ -     $ 74     $ 74   Home equity     -       -       -   Commercial real estate     (371 )     2       (369 ) Construction and land development     -       -       -   Multifamily     -       131       131   Commercial business     (1,065 )     166       (899 ) Consumer     (60 )     7       (53 ) Manufactured homes     -       -           Government     -       -       -   Total   $ (1,496 )   $ 380     $ (1,116 )     (Dollars in thousands)   (unaudited)       As of the nine months ended September 30, 2022   Loan Segment   Charge-off     Recoveries     Net Recoveries   Residential real estate   $ -     $ 58     $ 58   Home equity     -       -       -   Commercial real estate     -       -       -   Construction and land development     -       -       -   Multifamily     -       -       -   Farmland     -       -       -   Commercial business     (57 )     88       31   Consumer     (50 )     16       (34 ) Manufactured homes     -       -           Government     -       -       -   Total   $ (107 )   $ 162     $ 55     37     The ACL provisions take into consideration management’s current judgments about the credit quality of the loan portfolio, loan portfolio balances, changes in the portfolio mix, and local economic conditions.   The Bancorp's allowance to total loans and non-performing loans are summarized below:                     (Dollars in thousands)                     9/30/2023     12/31/2022                     Allowance for credit losses   $ 19,430     $ 12,897   Total loans   $ 1,525,660     $ 1,513,631   Non-performing loans   $ 10,073     $ 18,376   ACL-to-total loans     1.27 %     0.85 % ACL-to-non-performing loans (coverage ratio)     192.9 %     70.2 %   Investment Portfolio   The primary objective of the Bancorp’s investment portfolio is to provide for the liquidity needs of the Bancorp and to contribute to profitability by providing a stable flow of dependable earnings. Funds are generally invested in federal funds, interest bearing balances in other financial institutions, U.S. government securities, federal agency obligations, obligations of state and local municipalities, and corporate securities. The securities portfolio, all of which is designated as available-for-sale, totaled $339.3 million at September 30, 2023, compared to $370.9 million at December 31, 2022, a decrease of $31.6 million (8.5%). The decrease is attributable to the decrease in fair value of the securities. Management continues to actively monitor the securities portfolio and does not currently anticipate the need to realize losses from the securities portfolio, and it is unlikely the Bancorp will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity. At September 30, 2023, the securities portfolio represented 17.6% of interest-earning assets and 16.3% of total assets compared to 19.5% of interest-earning assets and 17.9% of total assets at December 31, 2022.   The Bancorp’s end-of-period investment portfolio and other short-term investments and stock balances were as follows:       September 30,             December 31,           (Dollars in thousands)   2023             2022               Balance     % Securities     Balance     % Securities                                     U.S. government sponsored entities   $ 7,550       2.2 %   $ 7,625       2.1 % U.S. treasury securities     -       0.0 %     389       0.1 % Collateralized mortgage obligations and residential mortgage-backed securities     119,096       35.1 %     134,116       36.2 % Municipal securities     211,479       62.4 %     227,718       61.3 % Collateralized debt obligations     1,155       0.3 %     1,048       0.3 % Total securities available-for-sale   $ 339,280       100.0 %   $ 370,896       100.0 %         September 30,     December 31,     YTD           (Dollars in thousands)   2023     2022     Change               Balance     Balance     $       %                                     Interest bearing deposits in other financial institutions   $ 52,875     $ 11,210     $ 41,665       371.7 % Fed funds sold     851       107       744       695.3 % Certificates of deposit in other financial institutions     -       2,456       (2,456 )     -100.0 % Federal Home Loan Bank stock     6,547       6,547       -       0.0 %   The net increase in interest bearing deposits in other financial institutions and fed funds sold is the result of the timing of cash flows and an increase in borrowings and deposits.   The contractual maturities and weighted average yields for the U.S. government securities, agency securities, municipal securities, and collateralized debt obligations at September 30, 2023, are summarized in the table below. Securities not due at a single maturity date, such as mortgage-backed securities and collateralized mortgage obligations, are not included in the following table. The carrying values are stated in thousands (000’s).   The weighted average yields were calculated by multiplying each carrying value by its yield and dividing the sum of these results by the total carrying values. Yields presented are not on a tax-equivalent basis.       Within 1 Year     1 - 5 Years     5 - 10 Years     After 10 Years     Total       Amount     Yield     Amount     Yield     Amount     Yield     Amount     Yield     Amount   U.S. government sponsored entities:   $ -       0.00 %   $ 7,550       1.00 %   $ -       0.00 %   $ -       0.00 %   $ 7,550   AFS                                                                         Municipal Securities:                                                                         AFS     688       3.65 %     1,303       3.11 %     19,048       3.35 %     190,440       2.71 %     211,479   Trust Preferred Securities:                                                                         AFS     -       0.00 %     -       0.00 %     -       0.00 %     1,155       6.41 %     1,155                                                                             Totals   $ 688       3.65 %   $ 8,853       1.31 %   $ 19,048       3.35 %   $ 191,595       2.73 %   $ 220,184     38     Deposits   Deposits are a fundamental and cost-effective source of funds for lending and other investment purposes. The Bancorp offers a variety of products designed to attract and retain customers, with the primary focus on building and expanding relationships.   The Bancorp’s end-of-period deposit portfolio balances were as follows:       September 30,     December 31,     YTD   (Dollars in thousands)   2023     2022     Change                                     Checking   $ 626,880     $ 755,377     $ (128,497 )     -17.0 % Savings     320,130       402,365       (82,235 )     -20.4 % Money market     294,015       254,157       39,858       15.7 % Certificates of deposit     543,012       363,118       179,894       49.5 % Total deposits   $ 1,784,037     $ 1,775,017     $ 9,020       0.5 %   Total deposits increased $9.0 million to $1.784 billion at September 30, 2023 compared to $1.775 billion at December 31, 2022. The increase in overall deposits is the result of customer demand for high yielding products such as money market deposit accounts (MMDA) and certificate of deposit accounts. The increase in total deposits was mainly attributable to an increase in certificates of deposit and money market accounts, partially offset by decreases in checking and savings account deposit balances. Money market account balances increased by $39.9 million during the first nine months of 2023 due to consumer preferences to reprice cash holdings into higher yielding deposit products. Certificates of deposits increased by $179.9 million in the first nine months of 2023, reflecting our increases in offered interest rates, particularly in the 7-11 month term. Non-interest checking account balances decreased $46.5 million during the first nine months of 2023. Interest bearing savings account balances decreased $82.0 million in the first nine months of 2023 as municipal and business customers deployed their excess cash balances, including stimulus funding. The Bancorp experienced little change in its overall deposit balances, following the recent high profile bank failures and banking system disruption in March and April 2023. Our core deposits, which we define as our checking, savings, and money market accounts, represented 69.6% of our total deposits as of September 30, 2023.   Noninterest bearing demand accounts comprised 17.5% of total deposits at September 30, 2023 and 20.2% of total deposits at December 31, 2022. In recent years, because of the generally low rates paid on interest bearing account alternatives, many of our business customers chose to keep their balances in these more liquid noninterest bearing demand account types. We have begun to see some of these balances move to higher earning deposit types. Interest bearing demand accounts, including money market and savings accounts, comprised 52.0% of total deposits at September 30, 2023 and 59.3% at December 31, 2022. Time deposit accounts as a percentage of total deposits were 30.4% at September 30, 2023 and 20.5% at December 31, 2022.   At September 30, 2023, scheduled maturities of certificate of deposits were as follows:       (Dollars in thousands)   Remainder 2023   $ 197,239   2024     305,872   2025     32,501   2026     3,975   2027     3,165   Thereafter     260   Total   $ 543,012     The following table presents the average daily amount of deposits and average rates paid on such deposits for the year to date periods indicated. The amounts are stated in thousands (000’s).       September 30, 2023     December 31, 2022       Amount     Rate %     Amount     Rate %   Noninterest bearing demand deposits   $ 326,431       -     $ 377,408       -   Interest bearing demand deposits     350,687       0.94       374,815       0.36   MMDA accounts     277,652       2.53       286,155       0.37   Savings accounts     353,954       0.05       416,898       0.05   Certificates of deposit     473,117       2.64       368,322       0.26   Total deposits   $ 1,781,841       1.29     $ 1,823,598       0.20     39     As of September 30, 2023, and December 31, 2022, approximately $480.7 or 27.0% of total deposits, and $516.1 million or 29.1% of total deposits, respectively, of our deposit portfolio was uninsured. The uninsured amounts are estimates based on the methodologies and assumptions used for the Bank's regulatory reporting requirements.   Borrowed Funds   The Bancorp’s borrowed funds are primarily used to fund asset growth not supported by deposit generation. The Bancorp’s end-of-period borrowing balances were as follows:       September 30,     December 31,     YTD   (Dollars in thousands)   2023     2022     Change       Balance     Balance     $     %                                     Repurchase agreements   $ 48,310     $ 15,503     $ 32,807       211.6 % Borrowed funds     100,000       120,000       (20,000 )     -16.7 % Total borrowed funds   $ 148,310     $ 135,503     $ 12,807       9.5 %   The increase in repurchase agreements is attributable to customer demand for collateral protection for their deposits. The decrease in borrowed funds is attributable to the payoff of $120 million in fixed rate advances, offset against $100 million of fixed rate advance draws taken during the nine months ended September 30, 2023.   Other assets totaled $56.5 million at September 30, 2023, compared to $50.1 million at December 31, 2022. The increase in other assets is primarily related to increased deferred tax assets due to the decrease in the fair market value of available for sale securities. Other liabilities totaled $36.1 million at September 30, 2023, compared to $23.4 million at December 31, 2022. The increase in other liabilities is primarily the result of increased amounts due to our counterparty related to our swap portfolio along with increased reserves for unfunded commitments.   Market Risk and Interest Rate Sensitivity General   Market risk represents the risk of loss due to changes in market values of assets and liabilities. The Bancorp incurs market risk in the normal course of business through exposures to market interest rates, equity prices, and credit spreads. As of September 30, 2023, the Bancorp has identified interest rate risk as our primary source of market risk.   Interest Rate Risk   Interest rate risk is the risk to earnings and value arising from changes in market interest rates. Interest rate risk arises from timing differences in the repricings and maturities of interest-earning assets and interest-bearing liabilities (repricing risk), changes in the expected maturities of assets and liabilities arising from embedded options, such as borrowers’ ability to prepay home mortgage loans at any time and depositors’ ability to redeem certificates of deposit before maturity (option risk), changes in the shape of the yield curve where interest rates increase or decrease in a nonparallel fashion (yield curve risk), and changes in spread relationships between different yield curves, such as U.S. Treasuries.   The Bancorp’s Board of Directors establishes broad policy limits with respect to interest rate risk. As part of this policy, the asset liability committee, or ALCO, establishes specific operating guidelines within the parameters of the Board of Directors’ policies. In general, the ALCO focuses on ensuring a stable and steadily increasing flow of net interest income through managing the size and mix of the balance sheet. The management of interest rate risk is an active process which encompasses monitoring loan and deposit flows complemented by investment and funding activities. Effective management of interest rate risk begins with understanding the dynamic characteristics of assets and liabilities and determining the appropriate interest rate risk posture given business forecasts, management objectives, market expectations, and policy constraints.   An asset sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected to generate higher net interest income, as rates earned on our interest-earning assets would reprice upward more quickly than rates paid on our interest-bearing liabilities, thus expanding our net interest margin. Conversely, a liability sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected to generate lower net interest income, as rates paid on our interest-bearing liabilities would reprice upward more quickly than rates earned on our interest-earning assets, thus compressing our net interest margin.   40     Interest rate risk measurement is calculated and reported to the ALCO at least quarterly. The information reported includes period-end results and identifies any policy limits exceeded, along with an assessment of the policy limit breach and the action plan and timeline for resolution, mitigation, or assumption of the risk.   Evaluation of Interest Rate Risk   We use income simulations, an analysis of core funding utilization, and economic value of equity (EVE) simulations as our primary tools in measuring and managing interest rate risk. These tools are utilized to quantify the potential earnings impact of changing interest rates over a 12-month simulation horizon (income simulations) as well as identify expected earnings trends given longer term rate cycles (long term simulations, core funding utilizations, and EVE simulation). A standard gap report and funding matrix will also be utilized to provide supporting detailed information on the expected timing of cashflow and repricing opportunities.   There are an infinite number of potential interest rate scenarios, each of which can be accompanied by differing economic, political, and regulatory climates; can generate multiple differing behavior patterns by markets, borrowers, depositors, and other market participants; and can last for varying degrees of time. Therefore, by definition, interest rate risk sensitivity cannot be predicted with certainty. Accordingly, the Bancorp’s interest rate risk measurement philosophy focuses on maintaining an appropriate balance between theoretical and practical scenarios; especially given the primary objective of the Bancorp’s overall asset/liability management process is to facilitate meaningful strategy development and implementation.   Therefore, we model a set of interest rate scenarios capturing the financial effects of a range of plausible rate scenarios, the collective impact of which will enable the Bancorp to clearly understand the nature and extent of its sensitivity to interest rate changes. Doing so necessitates an assessment of rate changes over varying time horizons and of varying/sufficient degrees such that the impact of embedded options within the balance sheet are sufficiently examined.   We utilize a simulation model as our primary tool to assess the direction and magnitude of variations in net interest income and EVE resulting from potential changes in market interest rates. Key assumptions in the model, which we believe are reasonable but which may have a significant impact on results, include: (i) the timing of changes in interest rates; (ii) shifts or rotations in the yield curve; (iii) re-pricing characteristics for market-rate-sensitive instruments; (iv) varying loan prepayment speeds for different interest rate scenarios; and (v) the overall growth and mix of assets and liabilities.   We forecast the next twelve months of net interest income under an assumed environment of gradual changes in market interest rates under various scenarios. The resulting change in net interest income is an indication of the sensitivity of our earnings to directional changes in market interest rates. The simulation also measures the change in EVE, or the net present value of our assets and liabilities, under an immediate shift, or shock, in interest rates under various scenarios, as calculated by discounting the estimated future cash flows using market-based discount rates.   The following table shows the impact of changes in interest rates on net interest income over the next twelve months and EVE based on our balance sheet as of September 30, 2023 (dollars in millions):   Interest Rate Scenario   EVE     Percent Change     Net interest income     Percent Change   +200 Bps   $ 273.9       -12.7 %   $ 53.0       0.2 % +100 Bps   $ 298.4       -4.8 %   $ 53.2       0.6 % No change   $ 313.6       0.0 %   $ 52.9       0.0 % -100 Bps   $ 322.3       2.8 %   $ 51.7       -2.3 % -200 Bps   $ 323.7       3.2 %   $ 50.7       -4.2 %   If interest rates were to increase, this analysis suggests that we are positioned for an improvement in net interest income over the next twelve months. If interest rates were to decrease, this analysis suggests we would experience a reduction in net interest income over the next twelve months.   We also forecast the impact of immediate and parallel interest rate shocks on net interest income under various scenarios to measure the sensitivity of our earnings under extreme conditions.   41     In addition to changes in interest rates, the level of future net interest income is also dependent on a number of other variables, including: the growth, composition and absolute levels of loans, deposits, and other earning assets and interest-bearing liabilities; economic and competitive conditions; potential changes in lending, investing and deposit gathering strategies; and client preferences.   Liquidity and Capital Resources For the Bancorp, liquidity management refers to the ability to generate sufficient cash to fund current loan demand, meet deposit withdrawals, and pay dividends and operating expenses. Because profit and liquidity are often conflicting objectives, management attempts to maximize the Bank’s net interest margin by making adequate, but not excessive, liquidity provisions. Furthermore, we seek to manage funds so that future profits will not be significantly impacted as funding costs increase. We seek to maintain diversified sources of liquidity that may be used during the ordinary course of business as well as on a contingency basis.   Our primary sources of liquidity are deposits, principal and interest payments on loans and securities, and proceeds from calls, maturities, and sales of securities, subject to market conditions. While maturities and scheduled amortization of loans and securities are predictable sources of liquidity, deposit flows and loan and securities prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are unencumbered cash and due from banks and securities classified as available for sale, which could be liquidated, subject to market conditions. In the future, our liquidity position will be affected by the level of customer deposits and payments, as well as acquisitions, dividends, and share repurchases in which we may engage. For the next twelve months, we believe that our existing cash resources will be sufficient to meet the liquidity and capital requirements of our operations.   Changes in the liquidity position result from operating, investing and financing activities. Cash flows from operating activities are generally the cash effects of transactions and other events that enter into the determination of net income. The primary investing activities include loan originations, loan repayments, investments in interest bearing balances in other financial institutions, and the purchase, sale, and maturity of investment securities. Financing activities focus almost entirely on the generation of customer deposits. In addition, the Bancorp utilizes borrowings (i.e., repurchase agreements, FHLB advances and federal funds purchased) as a source of funds.   Although customer deposits remain our preferred funding source, maintaining additional sources of liquidity is part of our prudent liquidity risk management practices. At September 30, 2023, cash and cash equivalents were $71.6 million.   The following tables shows the Bancorp’s sources of liquidity as of September 30, 2023 and December 31, 2022:       Sources of Liquidity       As of September 30, 2023     As of December 31, 2022       Outstanding     Additional Capacity     Outstanding     Additional Capacity   FHLB Advances   $ -     $ 556,898     $ 120,000     $ 391,150   Fed Discount Window     100,000       165,823       -       171,899   Fed Funds Lines     -       26,000       -       26,000   Total   $ 100,000     $ 748,721     $ 120,000     $ 589,049     These liquidity sources along with our cash and cash equivalents provided 170.6% coverage of all customer uninsured deposits, which totaled $480.7 million or 27.0% of total deposits, as of September 30, 2023.   During the nine months ended September 30, 2023, cash and cash equivalents increased by $40.4 million compared to a $5.1 million increase for the nine months ended September 30, 2022. The primary sources of cash and cash equivalents were proceeds from other borrowings, sales of loans originated for sale, change in repurchase agreements, and change in deposits. The primary uses of cash and cash equivalents were repayment of advances and loan originations. Cash provided by operating activities totaled $22.4 million for the nine months ended September 30, 2023, compared to cash provided of $11.6 million for the nine month period ended September 30, 2022. Cash provided from operating activities was primarily a result of net income, sale of loans originated for sale, and change in accrued expense, offset by loans originated for sale. Cash provided by investing activities totaled $363 thousand for the current period, compared to cash provided of $10.1 million for the nine months ended September 30, 2022. Cash provided by investing activities for the current nine months was primarily related to the proceeds from the sales and maturities of securities and proceeds from maturities of certificates of deposit in other financial institution, offset against the net change in loans receivable. Cash provided from financing activities totaled $17.6 million during the current period compared to net cash used in financing activities of $16.6 million for the nine months ended September 30, 2022. The net cash provided from financing activities was primarily the result of proceeds from other borrowings, net change in repurchase agreements, and change in deposits, offset against the repayment of advances. On a cash basis, the Bancorp paid dividends on common stock of $4.0 million for the nine months ended September 30, 2023, and $3.7 million for the nine months ended September 30, 2022.   42     At September 30, 2023, outstanding commitments to fund loans totaled $257.4 million. Approximately 56.2% of the commitments were at variable rates. Standby letters of credit, which are conditional commitments issued by the Bancorp to guarantee the performance of a customer to a third party, totaled $17.2 million at September 30, 2023. Management believes that the Bancorp has sufficient cash flow and borrowing capacity to fund all outstanding commitments and letters of credit, while maintaining proper levels of liquidity.   Management strongly believes that maintaining a high level of capital enhances safety and soundness. During the nine months ended September 30, 2023, stockholders' equity decreased by $17.4 million (12.7%). During the nine months ended September 30, 2023, stockholders’ equity was primarily decreased by other comprehensive losses net of tax of $14.5 million, the impact of adoption of ASU No. 2016-13 of $6.1 million and dividends declared of $4.0 million, offset against net income of $6.9 million. On April 24, 2014, the Bancorp’s Board of Directors authorized a stock repurchase program to repurchase up to 50,000 shares of the Bancorp’s outstanding common stock, from time to time and subject to market conditions, on the open market or in privately negotiated transactions. The stock repurchase program does not expire and is only limited by the number of shares that can be purchased. The stock repurchase program will be reviewed annually by the Board of Directors. No shares were repurchased under the program during the first nine months of 2023 or 2022. During the first nine months of 2023, 17,549 restricted stock shares vested under the Incentive Plan outlined in Note 12 of the financial statements, of which 5,684 shares were withheld in the form of a net surrender to cover the withholding tax obligations of the vesting employees. The repurchase of these surrendered shares is considered outside of the scope of the formal board approved stock repurchase program.   The Bank is subject to risk-based capital guidelines adopted by the FDIC. The regulations divide capital into multiple tiers. The first tier (Common Equity Tier 1 Capital) includes common shareholders’ equity, after deductions for various items including goodwill and certain other intangible assets, and after certain other adjustments. Common Equity Tier 1 Capital also includes accumulated other comprehensive income (for organizations that do not make opt-out elections). The next tier (Tier 1 Capital) is comprised of Common Equity Tier 1 Capital plus other qualifying capital instruments such as perpetual noncumulative preferred stock and junior subordinated debt issued to trusts, and other adjustments. The third tier (Tier 2 Capital) includes instruments such as subordinated debt that have a minimum original maturity of at least five years and are subordinated to the claims of depositors and general creditors, total capital minority interest not included in Tier 1 Capital, and limited amounts of the allowance for loan losses, less applicable regulatory adjustments and deductions. The Bank is required to maintain a Common Equity Tier 1 Capital ratio of 4.5%, a Tier 1 Capital ratio of 6%, and a Total Capital ratio (comprised of Tier 1 Capital plus Tier 2 Capital) of 8%. In addition, the capital regulations provide for a minimum leverage ratio (Tier 1 capital to adjusted average assets) of 4%.   In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions by the institution and certain discretionary bonus payments to management if an institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements.   The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 required the FRB to set minimum capital levels for bank holding companies that are as stringent as those required for insured depository subsidiaries. However, under the FRB’s “Small Bank Holding Company” exemption from consolidated bank holding company capital requirements, bank holding companies and savings and loan holding companies with less than $3 billion in consolidated assets, such as the Bancorp, are exempt from consolidated regulatory capital requirements, unless the FRB determines otherwise in particular cases.   43     During the nine months ended September 30, 2023, the Bancorp’s and Bank’s risk weighted assets continued to be negatively impacted by regulatory requirements regarding collateralized debt obligations. The regulatory requirements state that for collateralized debt obligations that have been downgraded below investment grade by the rating agencies, increased risk-based asset weightings are required. The Bancorp currently holds pooled collateralized debt obligations with a cost basis of $2.2 million. These investments currently have ratings that are below investment grade. As a result, approximately $8.5 million of risk-based assets are generated by the collateralized debt obligations in the Bancorp’s and Bank’s total risk based capital calculation.   In addition, the following table shows that, at September 30, 2023, and December 31, 2022, the Bank’s capital exceeded all applicable regulatory capital requirements. The dollar amounts are in millions.   (Dollars in millions)                                   Minimum Required To Be                       Minimum Required For     Well Capitalized Under Prompt       Actual     Capital Adequacy Purposes     Corrective Action Regulations   September 30, 2023   Amount     Ratio     Amount     Ratio     Amount     Ratio   Common equity tier 1 capital to risk-weighted assets   $ 166.5       10.2 %   $ 67.9       4.5 %   $ 98.1       6.5 % Tier 1 capital to risk-weighted assets   $ 166.5       10.2 %   $ 90.6       6.0 %   $ 120.8       8.0 % Total capital to risk-weighted assets   $ 182.1       11.2 %   $ 120.8       8.0 %   $ 151.0       10.0 % Tier 1 capital to adjusted average assets   $ 166.5       7.8 %   $ 85.6       4.0 %   $ 107.0       5.0 %   (Dollars in millions)                                   Minimum Required To Be                       Minimum Required For     Well Capitalized Under Prompt       Actual     Capital Adequacy Purposes     Corrective Action Regulations   December 31, 2022   Amount     Ratio     Amount     Ratio     Amount     Ratio   Common equity tier 1 capital to risk-weighted assets   $ 161.3       10.1 %   $ 71.6       4.5 %   $ 103.4       6.5 % Tier 1 capital to risk-weighted assets   $ 161.3       10.1 %   $ 95.5       6.0 %   $ 127.3       8.0 % Total capital to risk-weighted assets   $ 174.2       10.9 %   $ 127.3       8.0 %   $ 159.1       10.0 % Tier 1 capital to adjusted average assets   $ 161.3       7.7 %   $ 84.3       4.0 %   $ 105.4       5.0 %   The Bancorp’s ability to pay dividends to its shareholders is entirely dependent upon the Bank’s ability to pay dividends to the Bancorp. Under Indiana law, the Bank may pay dividends from its undivided profits (generally, earnings less losses, bad debts, taxes and other operating expenses) as is considered expedient by the Bank’s Board of Directors. However, the Bank must obtain the approval of the Indiana Department of Financial Institutions (DFI) if the total of all dividends declared by the Bank during the current year, including the proposed dividend, would exceed the sum of retained net income for the year to date plus its retained net income for the previous two years. For this purpose, “retained net income,” means net income as calculated for call report purposes, less all dividends declared for the applicable period. An exemption from DFI approval would require that the Bank have been assigned a composite uniform financial institutions rating of 1 or 2 as a result of the most recent federal or state examination; the proposed dividend would not result in a Tier 1 leverage ratio below 7.5%; and that the Bank not be subject to any corrective action, supervisory order, supervisory agreement, or board approved operating agreement. The aggregate amount of dividends that may be declared by the Bank in 2023, without the need for qualifying for an exemption or prior DFI approval, is its 2023 net profits. Moreover, the FDIC and the Federal Reserve Board may prohibit the payment of dividends if it determines that the payment of dividends would constitute an unsafe or unsound practice in light of the financial condition of the Bank. Additionally, as noted in the “Regulatory Developments Regarding the Bancorp and the Bank” section of the Management Discussion and Analysis, on November 7, 2023, the Bank entered into MOU with the FDIC which noted the Bank will refrain from paying cash dividends without prior regulatory approval. On August 21, 2023, the Board of Directors of the Bancorp declared a third quarter dividend of $0.31 per share. The Bancorp’s second quarter dividend was paid to shareholders on October 5, 2023.   Results of Operations - Comparison of the Three Months Ended September 30, 2023 to the Three Months Ended September 30, 2022   For the three months ended September 30, 2023, the Bancorp reported net income of $2.2 million, compared to net income of $4.6 million for the three months ended September 30, 2022, a decrease of $2.4 million (51.9%). For the three months ended September 30, 2023, the ROA was 0.42%, compared to 0.88% for the three months ended September 30, 2022. The ROE was 6.55% for the three months ended September 30, 2023, compared to 13.65% for the three months ended September 30, 2022.   44     Information relating to the average consolidated balance sheet and the yield on average earning assets and cost of average liabilities for the periods indicated are in the following table. Dividing the related interest, on an annualized basis, by the average balance of assets or liabilities drives the disclosed rates. Average balances are derived from daily balances.   Quarter Ended                                                 (Dollars in thousands)   Average Balances, Interest, and Rates   (unaudited)   September 30, 2023     September 30, 2022       Average Balance     Interest     Rate (%)     Average Balance     Interest     Rate (%)   ASSETS                                                 Interest bearing deposits in other financial institutions   $ 33,201     $ 347       4.18     $ 24,732     $ 110       1.78   Federal funds sold     930       11       4.73       1,579       6       1.52   Certificates of deposit in other financial institutions     -       13       -       1,899       9       1.90   Securities available-for-sale     362,981       2,191       2.41       394,796       2,271       2.30   Loans receivable*     1,526,459       19,161       5.02       1,484,678       16,122       4.34   Federal Home Loan Bank stock     6,547       55       3.36       3,038       21       2.76   Total interest earning assets     1,930,118     $ 21,778       4.51       1,910,722     $ 18,539       3.88   Cash and non-interest bearing deposits in other financial institutions     19,116                       21,954                   Allowance for credit losses     (19,684 )                     (13,487 )                 Other noninterest bearing assets     154,221                       149,950                   Total assets   $ 2,083,771                     $ 2,069,139                                                                     LIABILITIES AND STOCKHOLDERS' EQUITY                                                 Interest-bearing deposits   $ 1,451,820     $ 7,066       1.95     $ 1,487,630     $ 871       0.23   Repurchase agreements     46,025       441       3.83       20,781       51       0.98   Borrowed funds     101,683       1,138       4.48       17,456       110       2.52   Total interest bearing liabilities     1,599,528     $ 8,645       2.16       1,525,867     $ 1,032       0.27   Non-interest bearing deposits     316,084                       386,332                   Other noninterest bearing liabilities     34,332                       23,458                   Total liabilities     1,949,944                       1,935,657                   Total stockholders' equity     133,827                       133,482                   Total liabilities and stockholders' equity   $ 2,083,771                     $ 2,069,139                                                                                                                       Net interest spread     2.35 %                     3.61 %                 Net interest margin**     2.72 %                     3.67 %                 Ratio of interest-earning assets to interest-bearing liabilities   1.21x                     1.25x                     * Non-accruing loans have been included in the average balances. ** Net interest income divided by average interest-earning assets.   Net interest income for the three months ended September 30, 2023, was $13.1 million, a decrease of $4.4 million (25.0%), compared to $17.5 million for the three months ended September 30, 2022. The weighted-average yield on interest-earning assets was 4.51% for the three months ended September 30, 2023, compared to 3.88% for the three months ended September 30, 2022. The weighted-average cost of funds for the three months ended September 30, 2023, was 2.16% compared to 0.27% for the three months ended September 30, 2022. The impact of the 4.51% return on interest-earning assets and the 2.16% cost of funds resulted in an interest rate spread of 2.35% for the current quarter, a decrease from the 3.61% spread for the three months ended September 30, 2022. On a tax adjusted basis, the Bancorp’s net interest margin was 2.87% for the three months ended September 30, 2023, compared to 3.84% for the three months ended September 30, 2022. The Bancorp believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully-taxable equivalent basis, as these measures provide useful information to make peer comparisons. Tax adjusted net interest margin represents a non-GAAP financial measure. See the non-GAAP reconciliation table immediately below and the section captioned “Non-GAAP Financial Measures” for further disclosure regarding non-GAAP financial measures.   (Dollars in thousands)   Three Months Ended,   (unaudited)   September 30, 2023     September 30, 2022   Calculation of tax adjusted net interest margin                 Net interest income   $ 13,133     $ 17,507   Tax adjusted interest on securities and loans     730       817   Adjusted net interest income     13,863       18,324   Total average earning assets     1,930,118       1,910,722   Tax adjusted net interest margin     2.87 %     3.84 %   The decreased net interest income and net interest margin for the three months ended September 30, 2023, was primarily the result of higher cost of funds resulting from the higher rate environment year over year. We anticipate the compression seen in the third quarter of the year to continue, unless target rates decrease, and our interest-bearing liabilities are able to be repriced at those lower rates.   45     The following table shows the change in noninterest income for the three months ending September 30, 2023, and September 30, 2022.   (Dollars in thousands)   Quarter Ended September 30,     9/30/2023 vs. 9/30/2022   (Unaudited)   2023     2022     $ Change     % Change   Noninterest income:                                 Fees and service charges     1,374       1,570       (196 )     -12.5 % Wealth management operations     572       407       165       40.5 % Gain on sale of loans held-for-sale, net     192       344       (152 )     -44.2 % Increase in cash value of bank owned life insurance     193       183       10       5.5 % (Loss) gain on sale of foreclosed real estate     2       -       2       0.0 % (Loss) gain on sale of securities, net     -       23       (23 )     -100.0 % Other     64       103       (39 )     -37.9 %                                   Total noninterest income     2,397       2,630       (233 )     -8.9 %   The decrease in fees and service charges for the three month period is primarily the result of decreased loan fee and debit card income along with decreased interest rate swap transactions. The increase in wealth management income is the result of market conditions and increased assets under management. The decrease in gains on the sale of loans, for the three-month period, is a result of current market conditions.   The following table shows the change in noninterest expense for the three months ending September 30, 2023, and September 30, 2022.   (Dollars in thousands)   Quarter Ended September 30,     9/30/2023 vs. 9/30/2022   (Unaudited)   2023     2022     $ Change     % Change   Noninterest expense:                                 Compensation and benefits     6,729       7,498       (769 )     -10.3 % Occupancy and equipment     1,711       1,804       (93 )     -5.2 % Data processing     1,085       1,212       (127 )     -10.5 % Federal deposit insurance premiums     474       350       124       35.4 % Marketing     235       587       (352 )     -60.0 % Impairment charge on assets held for sale     -       254       (254 )     -100.0 % Other     3,259       3,305       (46 )     -1.4 %                                   Total noninterest expense     13,493       15,010       (1,517 )     -10.1 %   The decrease in compensation and benefits, for the three months ended September 30, 2023, is primarily the result of management’s focus on efficiency in personnel and has netted a reduction of 17 full time equivalents since December 31, 2022. The decrease in data processing expense, for the three months ended September 30, 2023, is primarily the result of decreased system utilization. The increase in federal deposit insurance premiums, for the three-month period, is primarily the result of growth of the Bank’s average assets and higher assessment rate. The decrease in marketing expenses, for the three-month period ended September 30, 2023, is the result of timing of marketing campaigns and increased marketing in the prior year related to the RYFL acquisition.   The benefit for income taxes was $398 thousand for the three months ended September 30, 2023, as compared to a provision for income taxes of $571 thousand for the three months ended September 30, 2022. The effective tax rate was -22.2% for the three months ended September 30, 2023, as compared to 11.1% for the three months ended September 30, 2022. The Bancorp’s lower current effective tax rate for the three months ended September, 2023, is a result of higher tax preferred income relative to taxable income.   Results of Operations - Comparison of the Nine Months Ended September 30, 2023 to the Nine Months Ended September 30, 2022   For the nine months ended September 30, 2023, the Bancorp reported net income of $6.9 million, compared to net income of $11.1 million for the nine months ended September 30, 2022, a decrease of $4.2 million (38.2%). For the nine months ended, the ROA was 0.44%, compared to 0.73% for the nine months ended September 30, 2022. The ROE was 6.68% for the nine months ended September 30, 2023, compared to 9.98% for the nine months ended September 30, 2022.   46     Information relating to the average consolidated balance sheet and the yield on average earning assets and cost of average liabilities for the periods indicated are in the following table. Dividing the related interest, on an annualized basis, by the average balance of assets or liabilities drives the disclosed rates. Average balances are derived from daily balances.   Year-to-Date                                                 (Dollars in thousands)   Average Balances, Interest, and Rates   (unaudited)   September 30, 2023     September 30, 2022       Average Balance     Interest     Rate (%)     Average Balance     Interest     Rate (%)   ASSETS           `                     `           Interest bearing deposits in other financial institutions   $ 31,171     $ 1,112       4.76     $ 24,268     $ 163       0.90   Federal funds sold     1,158       38       4.38       3,561       8       0.30   Certificates of deposit in other financial institutions     1,169       44       5.02       1,750       15       1.14   Securities available-for-sale     369,897       6,631       2.39       447,319       7,295       2.17   Loans receivable*     1,519,981       55,481       4.87       1,406,591       44,629       4.23   Federal Home Loan Bank stock     6,547       221       4.50       3,364       63       2.50   Total interest earning assets     1,929,923     $ 63,527       4.39       1,886,853     $ 52,173       3.69   Cash and non-interest bearing deposits in other financial institutions     18,723                       21,279                   Allowance for loan losses     (17,619 )                     (13,418 )                 Other noninterest bearing assets     154,227                       142,254                   Total assets   $ 2,085,254                     $ 2,036,968                                                                     LIABILITIES AND STOCKHOLDERS' EQUITY                                                 Interest-bearing deposits   $ 1,455,410     $ 17,258       1.58     $ 1,464,008     $ 1,597       0.15   Repurchase agreements     33,170       892       3.59       20,935       93       0.59   Borrowed funds     102,864       3,537       4.58       11,175       143       1.71   Total interest bearing liabilities     1,591,444       21,687       1.82       1,496,118     $ 1,833       0.16   Non-interest bearing deposits     326,431                       369,704                   Other noninterest bearing liabilities     30,178                       22,510                   Total liabilities     1,948,053                       1,888,332                   Total stockholders' equity     137,201                       148,636                   Total liabilities and stockholders' equity   $ 2,085,254                     $ 2,036,968                                                                     Net interest spread     2.57 %                     3.52 %                 Net interest margin**     2.89 %                     3.56 %                 Ratio of interest-earning assets to interest-bearing liabilities   1.21x                     1.26x                     * Non-accruing loans have been included in the average balances. ** Net interest income divided by average interest-earning assets.   Net interest income for the nine months ended September 30, 2023, was $41.8 million, a decrease of $8.5 million (16.9%), compared to $50.3 million for the nine months ended September 30, 2022. The weighted-average yield on interest-earning assets was 4.39% for the nine months ended September 30, 2023, compared to 3.69% for the nine months ended September 30, 2022. The weighted-average cost of funds for the nine months ended September 30, 2023, was 1.82% compared to 0.16% for the nine months ended September 30, 2022. The impact of the 4.39% return on interest-earning assets and the 1.82% cost of funds resulted in an interest rate spread of 2.57% for the nine months ended September 30, 2023, a decrease from the 3.52% spread for the nine months ended September 30, 2022. On a tax adjusted basis, the Bancorp’s net interest margin was 3.04% for the nine months ended September 30, 2023, compared to 3.75% for the nine months ended September 30, 2022. The Bancorp believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully-taxable equivalent basis, as these measures provide useful information to make peer comparisons. Tax adjusted net interest margin represents a non-GAAP financial measure. See the non-GAAP reconciliation table immediately below and the section captioned “Non-GAAP Financial Measures” for further disclosure regarding non-GAAP financial measures.   (Dollars in thousands)   Nine months Ended   (unaudited)   September 30, 2023     September 30, 2022   Calculation of tax adjusted net interest margin                 Net interest income   $ 41,840     $ 50,340   Tax adjusted interest on securities and loans     2,234       2,713   Adjusted net interest income     44,074       53,053   Total average earning assets     1,929,923       1,886,853   Tax adjusted net interest margin     3.04 %     3.75 %   The decreased net interest income and net interest margin for the nine months ended September 30, 2023, was primarily the result of higher cost of funds resulting from the higher rate environment year over year. We anticipate the compression seen throughout the year to continue, unless target rates decrease, and our interest-bearing liabilities are able to be repriced at those lower rates.   47     The following table shows the change in noninterest income for the nine months ending September 30, 2023, and September 30, 2022.   (Dollars in thousands)   Nine months Ended September 30,     9/30/2023 vs. 9/30/2022   (Unaudited)   2023     2022     $ Change     % Change   Noninterest income:                                 Fees and service charges     4,517       4,434       83       1.9 % Wealth management operations     1,812       1,590       222       14.0 % Gain on sale of loans held-for-sale, net     729       1,242       (513 )     -41.3 % Increase in cash value of bank owned life insurance     573       628       (55 )     -8.8 % (Loss) gain on sale of foreclosed real estate     (13 )     -       (13 )     0.0 % (Loss) gain on sale of securities, net     (48 )     662       (710 )     -107.3 % Other     441       114       327       286.8 %                                   Total noninterest income     8,011       8,670       (659 )     -7.6 %   The increase in wealth management operations income is the result of market conditions and increased assets under management. The decrease in gain on sale of loans, for the nine-month period, is the result of lower consumer demand for fixed-rate mortgage products in the higher-rate environment. The decrease in gains on the sale of securities, for the nine-month period, is a result of current market conditions. The increase in other noninterest income for the nine-month period is the result of building sales.   The following table shows the change in noninterest expense for the nine months ending September 30, 2023, and September 30, 2022.   (Dollars in thousands)   Nine months Ended September 30,     9/30/2023 vs. 9/30/2022   (Unaudited)   2023     2022     $ Change     % Change   Noninterest expense:                                 Compensation and benefits     21,365       22,403       (1,038 )     -4.6 % Occupancy and equipment     5,037       5,033       4       0.1 % Data processing     3,465       5,512       (2,047 )     -37.1 % Federal deposit insurance premiums     1,511       949       562       59.2 % Marketing     649       1,623       (974 )     -60.0 % Impairment charge on assets held for sale     -       254       (254 )     -100.0 % Other     9,688       10,681       (993 )     -9.3 %                                   Total noninterest expense     41,715       46,455       (4,740 )     -10.2 %   The decrease in compensation and benefits, for the nine months ended September 30, 2023, is primarily the result of management’s focus on efficiency in personnel and has netted a reduction of 17 full time equivalents from December 31, 2022. The decrease in data processing expense, for the nine months ended September 30, 2023, is primarily the result of data conversion expenses incurred in the prior year related to the acquisition of RYFL. The increase in federal deposit insurance premiums, for the nine-month periods, is primarily the result of growth of the Bank’s average assets and higher assessment rates. The decrease in marketing expenses, for the nine-month period ended September 30, 2023, is the result of one-time expenses in the prior year relating to the RYFL acquisition. The decrease in other operating expenses for the nine-month period ending September 30, 2023, is primarily the result of one-time expenses incurred in the prior year related to the acquisition of RYFL.   The provision for income taxes was $21 thousand for the nine months ended September 30, 2023, as compared to $1.4 million for the nine months ended September 30, 2022, a decrease of $1.4 million (98.5%). The effective tax rate was 0.3% for the nine months ended September 30, 2023, as compared to 11.4% for the nine months ended September 30, 2022. The Bancorp’s lower current period effective tax rate is a result of a greater increase in tax preferred income relative to earnings.   48     Critical Accounting Policies The notes to the consolidated financial statements included in Item 8 of the Bancorp’s Annual Report on Form 10–K for 2022 contain a summary of the Bancorp’s significant accounting policies. Certain of these policies are important to the portrayal of the Bancorp’s financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Due to the adoption of ASU 2016-13, the Bancorp’s critical accounting policy changed over the allowance for credit losses, please see the updated critical accounting policy below: Allowance for Credit Losses   The allowance for credit losses represents management’s best estimate of current expected credit losses over the life of the portfolio of loans and leases. Estimating credit losses requires judgment in determining loan specific attributes impacting the borrower’s ability to repay contractual obligations. Other factors such as economic forecasts used to determine a reasonable and supportable forecast, prepayment assumptions, the value of underlying collateral, and changes in size composition and risks within the portfolio are also considered. The allowance for credit losses is assessed at each balance sheet date and adjustments are recorded in the provision for credit losses. The allowance is estimated based on loan level characteristics using historical loss rates, a reasonable and supportable economic forecast. Loan losses are estimated using the fair value of collateral for collateral–dependent loans, or when the borrower is experiencing financial difficulty such that repayment of the loan is expected to be made through the operation or sale of the collateral. Loan balances considered uncollectible are charged–off against the ACL. Recoveries of amounts previously charged–off are credited to the ACL. Assets purchased with credit deterioration (“PCD”) assets represent assets that are acquired with evidence of more than insignificant credit quality deterioration since origination at the acquisition date. At acquisition, the allowance for credit losses on PCD assets is booked directly to the ACL. Any subsequent changes in the ACL on PCD assets is recorded through the provision for credit losses. Management believes that the ACL is adequate to absorb the expected life of loan credit losses on the portfolio of loans and leases as of the balance sheet date. Actual losses incurred may differ materially from our estimates.   Forward-Looking Statements Statements contained in this report that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words or phrases “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are also intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. The Bancorp cautions readers that forward-looking statements, including without limitation those relating to the Bancorp’s future business prospects, merger and acquisition activities, interest income and expense, net income, liquidity, and capital needs are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements, due to, among other things, factors identified in this report, including those identified in the Bancorp’s 2022 Annual Report on Form 10-K.   Non-GAAP Financial Measures This filing includes certain financial measures that are identified as non-GAAP, including adjusted net interest income and tax adjusted net interest margin. The Bancorp provides these non-GAAP performance measures because they are used by management to evaluate and measure the Bancorp’s performance, which the Bancorp believes also is useful to assist investors in assessing the Bancorp’s operating performance. Where non-GAAP financial measures are used in this report, the most comparable GAAP measure, as well as the reconciliation to the most comparable GAAP measure, can be found in the tables referenced herein.   The adjusted net interest income and tax-adjusted net interest margin measures recognize the income tax savings when comparing taxable and tax-exempt assets. Interest income and yields on tax-exempt securities and loans are presented using the current federal income tax rate of 21%. Management believes that it is standard practice in the banking industry to present net interest income and net interest margin on a fully tax-equivalent basis and that it may enhance comparability for peer comparison purposes.   Although these non-GAAP financial measures are frequently used by investors to evaluate a financial institution’s business and performance, they have limitations as analytical tools and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP. In addition, these non-GAAP financial measures may differ from those used by other financial institutions to assess their business operations and performance.   Item 3. Quantitative and Qualitative Disclosures about Market Risk Not applicable.   Item 4. Controls and Procedures   (a) Evaluation of Disclosure Controls and Procedures . The Bancorp maintains disclosure controls and procedures (as defined in Sections 13a – 15(e) and 15d – 15(e)) of regulations promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) that are designed to ensure that information required to be disclosed by the Bancorp in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Bancorp in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Bancorp's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. The Bancorp's Chief Executive Officer and Chief Financial Officer evaluate the effectiveness of the Bancorp's disclosure controls and procedures as of the end of each quarter. Based on that evaluation as of September 30, 2023, the Bancorp’s Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures were effective as of that date in ensuring that information required to be disclosed by the Bancorp under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms .     (b) Changes in Internal Control Over Financial Reporting . There was no change in the Bancorp's internal control over financial reporting identified in connection with the Bancorp’s evaluation of controls that occurred during the nine months ended September 30, 2023, that has materially affected, or is reasonably likely to materially affect, the Bancorp's internal control over financial reporting.   49     PART II ‑ Other Information Item 1.          Legal Proceedings The Bancorp and its subsidiaries, from time to time, are involved in legal proceedings in the ordinary course of business against its debtors and are defendants in legal actions arising from normal business activities. Management, after consultation with legal counsel believes that the ultimate liabilities, if any, resulting from these actions will not have a material adverse effect on the financial position of the Bank or on the consolidated financial position of the Bancorp.   Item 1A.          Risk Factors                             Not Applicable.   Item 2.          Unregistered Sales of Equity Securities and Use of Proceeds                    On April 24, 2014 the Bancorp’s Board of Directors authorized a stock repurchase program to repurchase up to 50,000 shares of the Bancorp’s outstanding common stock, from time to time and subject to market conditions, on the open market or in privately negotiated transactions. The stock repurchase program does not expire and is only limited by the number of shares that can be purchased. The stock repurchase program will be reviewed annually by the Board of Directors. No shares were repurchased during the nine months ended September 30, 2023 under the stock repurchase program.   Period   Total Number of Shares Purchased (2)     Average Price Paid per Share     Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs     Maximum Number of Shares That May Yet Be Purchased Under the Program(1)   January 1, 2023 – January 31, 2023     -       N/A       -       48,828   February 1, 2023 – February 28, 2023     -       N/A       -       48,828   March 1, 2023 – March 31, 2023     4,188     $ 37.45       -       48,828   April 1, 2023 – April 30, 2023     -       N/A       -       48,828   May 1, 2023 – May 31, 2023     798     $ 28.88       -       48,828   June 1, 2023 – June 30, 2023     698     $ 22.80       -       48,828   July 1, 2023 – July 31, 2023     -       N/A       -       48,828   August 1, 2023 – August 31, 2023     -       N/A       -       48,828   September 1, 2023 – September 30, 2023     -       N/A       -       48,828       (1) The stock repurchase program was announced on April 24, 2014, whereby the Bancorp is authorized to repurchase up to 50,000 shares of the Bancorp’s common stock outstanding. There is no express expiration date for this program.   (2) The number of shares above includes shares of common stock reacquired from the Bancorp’s executive officers and employees to satisfy the tax withholding obligations on restricted stock awards granted under the Bancorp’s 2015 Stock Option and Incentive Plan. For the nine months ended September 30, 2023, 5,684 shares were reacquired at an average per share price of $34.45 pursuant to these tax withholding transactions.   Item 3.          Defaults Upon Senior Securities There are no matters reportable under this item.   Item 4.          Mine Safety Disclosures Not Applicable   Item 5.          Other Information Information regarding the Bank entering into the Stipulation with the FDIC and the DFI consenting to the issuance of the Order relating to the Bank’s BSA compliance, as well as the Bank entering into the MOU with the FDIC and DFI, is set forth in Part I, Financial Information, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, under the caption “Regulatory Developments Regarding the Bancorp and the Bank” beginning on page 32, in this Quarterly Report on Form 10-Q, which information is incorporated by reference herein.   Item 6.          Exhibits     Exhibit Number Description     31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.   31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.   32.1 Section 1350 Certifications.   101 The following materials from the Bancorp’s Form 10-Q for the quarterly period ended September 30, 2023, formatted in an XBRL Interactive Data File: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Changes in Stockholders’ Equity; (iv) Consolidated Statement of Comprehensive Income; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements, with detailed tagging of notes and financial statement schedules.     104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).   50     SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.         FINWARD BANCORP                             Date: November 9, 2023    /s/ Benjamin J. Bochnowski     Benjamin J. Bochnowski President and Chief Executive Officer                   Date: November 9, 2023    /s/ Peymon S. Torabi     Peymon S. Torabi Executive Vice President, Chief Financial Officer and Treasurer     51