10-Q - ALRS - Equibles

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2020

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

Commission File Number: 001-39036

ALERUS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

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

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

(701) 795-3200

(Registrant’s telephone number, including area code)

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


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

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

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

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

Large accelerated filer ◻	Accelerated filer ◻	Non-accelerated filer ⌧	Smaller reporting company ◻<br><br>Emerging growth company ⌧

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

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

The number of shares of the registrant’s common stock outstanding at October 31, 2020 was 17,121,863.

Table of Contents Alerus Financial Corporation and Subsidiaries

Table of Contents

		Page
Part 1 :	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	1
	Consolidated Balance Sheets (Unaudited) as of September 30, 2020 and December 31, 2019	1
	Consolidated Statements of Income (Unaudited) for the three and nine months ended September 30, 2020 and 2019	2
	Consolidated Statements of Comprehensive Income (Unaudited) for the three and nine months ended September 30, 2020 and 2019	3
	Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the three and nine months ended September 30, 2020 and 2019	4
	Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2020 and 2019	6
	Notes to Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	63
Item 4.	Controls and Procedures	65
Part 2 :	OTHER INFORMATION
Item 1.	Legal Proceedings	66
Item 1A.	Risk Factors	66
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	69
Item 3.	Defaults Upon Senior Securities	70
Item 4.	Mine Safety Disclosures	70
Item 5.	Other Information	70
Item 6.	Exhibits	71
Signatures		72

Table of Contents PART 1. FINANCIAL INFORMATION

Item 1 - Consolidated Financial Statements

Alerus Financial Corporation and Subsidiaries

Consolidated Balance Sheets (Unaudited)


	****	September 30,		****	December 31,
(dollars in thousands, except share and per share data)	****	2020		****	2019
Assets
Cash and cash equivalents		$	95,751		$	144,006
Investment securities, at fair value
Available-for-sale			495,414			310,350
Equity			—			2,808
Loans held for sale			111,311			46,846
Loans			2,058,419			1,721,279
Allowance for loan losses			(31,337)			(23,924)
Net loans			2,027,082			1,697,355
Land, premises and equipment, net			20,493			20,629
Operating lease right-of-use assets			8,168			8,343
Accrued interest receivable			9,199			7,551
Bank-owned life insurance			32,161			31,566
Goodwill			27,329			27,329
Other intangible assets			15,421			18,391
Servicing rights			2,579			3,845
Deferred income taxes, net			8,628			7,891
Other assets			45,273			29,968
Total assets		$	2,898,809		$	2,356,878
Liabilities and Stockholders’ Equity
Deposits
Noninterest-bearing		$	693,450		$	577,704
Interest-bearing			1,768,920			1,393,612
Total deposits			2,462,370			1,971,316
Long-term debt			58,745			58,769
Operating lease liabilities			8,671			8,864
Accrued expenses and other liabilities			47,020			32,201
Total liabilities			2,576,806			2,071,150
Stockholders’ equity
Preferred stock, $1 par value, 2,000,000 shares authorized: 0 issued and outstanding			—			—
Common stock, $1 par value, 30,000,000 shares authorized: 17,121,863 and 17,049,551 issued and outstanding			17,122			17,050
Additional paid-in capital			89,757			88,650
Retained earnings			204,581			178,092
Accumulated other comprehensive income (loss)			10,543			1,936
Total stockholders’ equity			322,003			285,728
Total liabilities and stockholders’ equity		$	2,898,809		$	2,356,878

See accompanying notes to consolidated financial statements (unaudited) 1

Table of Contents Alerus Financial Corporation and Subsidiaries

Consolidated Statements of Income (Unaudited)


	Three months ended				Nine months ended
	September 30,				September 30,
(dollars and shares in thousands, except per share data)	2020		2019		2020		2019
Interest Income
Loans, including fees	$	21,962	$	21,886	$	63,876	$	65,171
Investment securities
Taxable		1,973		1,374		5,497		4,021
Exempt from federal income taxes		238		163		712		618
Other		116		202		816		603
Total interest income		24,289		23,625		70,901		70,413
Interest Expense
Deposits		1,683		3,506		7,633		9,802
Short-term borrowings		—		539		—		1,805
Long-term debt		841		899		2,575		2,714
Total interest expense		2,524		4,944		10,208		14,321
Net interest income		21,765		18,681		60,693		56,092
Provision for loan losses		3,500		1,498		9,500		5,515
Net interest income after provision for loan losses		18,265		17,183		51,193		50,577
Noninterest Income
Retirement and benefit services		15,104		15,307		45,034		46,142
Wealth management		4,486		3,896		12,644		11,385
Mortgage banking		22,269		8,135		44,860		19,739
Service charges on deposit accounts		355		447		1,075		1,321
Net gains (losses) on investment securities		1,428		48		2,722		357
Other		1,614		1,747		4,340		5,694
Total noninterest income		45,256		29,580		110,675		84,638
Noninterest Expense
Compensation		22,740		20,041		62,684		54,997
Employee taxes and benefits		5,033		4,600		15,088		15,188
Occupancy and equipment expense		2,768		2,700		8,392		8,086
Business services, software and technology expense		4,420		4,224		13,384		12,044
Intangible amortization expense		990		990		2,971		3,091
Professional fees and assessments		1,031		1,051		3,231		3,146
Marketing and business development		929		890		2,088		2,024
Supplies and postage		247		631		1,625		2,027
Travel		26		435		338		1,335
Mortgage and lending expenses		1,231		751		3,466		1,966
Other		799		1,014		3,407		2,198
Total noninterest expense		40,214		37,327		116,674		106,102
Income before income taxes		23,307		9,436		45,194		29,113
Income tax expense		5,648		2,332		10,698		7,225
Net income	$	17,659	$	7,104	$	34,496	$	21,888
Per Common Share Data
Basic earnings per common share	$	1.01	$	0.49	$	1.98	$	1.53
Diluted earnings per common share	$	0.99	$	0.48	$	1.94	$	1.49
Dividends declared per common share	$	0.15	$	0.14	$	0.45	$	0.42
Average common shares outstanding		17,121		14,274		17,101		13,957
Diluted average common shares outstanding		17,453		14,626		17,435		14,317

See accompanying notes to consolidated financial statements (unaudited) 2

Table of Contents Alerus Financial Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Unaudited)


	Three months ended				Nine months ended
	September 30,				September 30,
(dollars in thousands)	2020		2019		2020		2019
Net Income	$	17,659	$	7,104	$	34,496	$	21,888
Other Comprehensive Income (Loss), Net of Tax
Unrealized gains (losses) on available-for-sale securities		2,459		2,187		14,212		9,307
Reclassification adjustment for losses (gains) realized in income		(1,428)		(49)		(2,722)		(379)
Total other comprehensive income (loss), before tax		1,031		2,138		11,490		8,928
Income tax expense (benefit) related to items of other comprehensive income		259		538		2,883		2,242
Other comprehensive income (loss), net of tax		772		1,600		8,607		6,686
Total comprehensive income	$	18,431	$	8,704	$	43,103	$	28,574

See accompanying notes to consolidated financial statements (unaudited)

Table of Contents Alerus Financial Corporation and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)


		Three months ended September 30, 2020
											Accumulated
					Additional						Other			ESOP-
		Common			Paid-in			Retained			Comprehensive			Owned
(dollars and shares in thousands)	****	Stock		****	Capital		****	Earnings		****	Income (Loss)		****	Shares		****	Total
Balance as of June 30, 2020		$	17,120		$	89,313		$	189,528		$	9,771		$	—		$	305,732
Net income			—			—			17,659			—			—			17,659
Other comprehensive income (loss)			—			—			—			772			—			772
Common stock repurchased			—			(29)			(7)			—			—			(36)
Common stock dividends			—			—			(2,599)			—			—			(2,599)
Stock-based compensation expense			—			475			—			—			—			475
Vesting of restricted stock			2			(2)			—			—			—			—
Balance as of September 30, 2020		$	17,122		$	89,757		$	204,581		$	10,543		$	—		$	322,003


		Nine months ended September 30, 2020
											Accumulated
					Additional						Other			ESOP-
		Common			Paid-in			Retained			Comprehensive			Owned
(dollars and shares in thousands)	****	Stock		****	Capital		****	Earnings		****	Income (Loss)		****	Shares		****	Total
Balance as of December 31, 2019		$	17,050		$	88,650		$	178,092		$	1,936		$	—		$	285,728
Net income			—			—			34,496			—			—			34,496
Other comprehensive income (loss)			—			—			—			8,607			—			8,607
Common stock repurchased			(15)			(140)			(217)			—			—			(372)
Common stock dividends			—			—			(7,790)			—			—			(7,790)
Share‑based compensation expense			14			1,320			—			—			—			1,334
Vesting of restricted stock			73			(73)			—			—			—			—
Balance as of September 30, 2020		$	17,122		$	89,757		$	204,581		$	10,543		$	—		$	322,003


		Three months ended September 30, 2019
											Accumulated
					Additional						Other			ESOP-
		Common			Paid-in			Retained			Comprehensive			Owned
(dollars in thousands)	****	Stock		****	Capital		****	Earnings		****	Income (Loss)		****	Shares		****	Total
Balance as of June 30, 2019		$	13,816		$	28,676		$	169,788		$	1,485		$	(34,494)		$	179,271
Net income			—			—			7,104			—			—			7,104
Other comprehensive income (loss)			—			—			—			1,600			—			1,600
Common stock repurchased			(77)			(275)			(1,489)			—			—			(1,841)
Common stock dividends			—			—			(2,364)			—			—			(2,364)
ESOP repurchase obligation termination			—			—			—			—			34,494			34,494
Initial public offering of 3,289,000 shares of common stock net of issuance costs			3,289			59,515			—			—			—			62,804
Stock-based compensation expense			—			335			—			—			—			335
Vesting of restricted stock			21			(21)			—			—			—			—
Balance as of September 30, 2019		$	17,049		$	88,230		$	173,039		$	3,085		$	—		$	281,403

See accompanying notes to consolidated financial statements (unaudited) 4

Table of Contents


		Nine months ended September 30, 2019
											Accumulated
					Additional						Other			ESOP-
		Common			Paid-in			Retained			Comprehensive			Owned
(dollars in thousands)	****	Stock		****	Capital		****	Earnings		****	Income (Loss)		****	Shares		****	Total
Balance as of December 31, 2018		$	13,775		$	27,743		$	159,037		$	(3,601)		$	(34,494)		$	162,460
Net income			—			—			21,888			—			—			21,888
Other comprehensive income (loss)			—			—			—			6,686			—			6,686
Common stock repurchased			(82)			(291)			(1,574)			—			—			(1,947)
Common stock dividends			—			—			(6,312)			—			—			(6,312)
ESOP repurchase obligation termination			—			—			—			—			34,494			34,494
Initial public offering of 3,289,000 shares of common stock net of issuance costs			3,289			59,515												62,804
Share‑based compensation expense			13			1,317			—			—			—			1,330
Vesting of restricted stock			54			(54)			—			—			—			—
Balance as of September 30, 2019		$	17,049		$	88,230		$	173,039		$	3,085		$	—		$	281,403

See accompanying notes to consolidated financial statements (unaudited) 5

Table of Contents Alerus Financial Corporation and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)


	Nine months ended
	September 30,
(dollars in thousands)	2020		2019
Operating Activities
Net income	$	34,496	$	21,888
Adjustments to reconcile net income to net cash provided (used) by operating activities
Deferred income taxes		(3,620)		149
Provision for loan losses		9,500		5,515
Depreciation and amortization		6,657		6,500
Amortization and accretion of premiums/discounts on investment securities		1,140		832
Amortization of operating lease right-of-use assets		(18)		3
Stock-based compensation		1,334		1,330
Increase in value of bank-owned life insurance		(595)		(601)
Realized loss (gain) on sale of branch		—		(1,544)
Realized loss (gain) on sale of fixed assets		—		(541)
Realized loss (gain) on derivative instruments		(3,282)		(3,086)
Realized loss (gain) on loans sold		(37,220)		(12,885)
Realized loss (gain) on sale of foreclosed assets		(26)		(120)
Realized loss (gain) on sale of investment securities		(2,722)		(379)
Realized loss (gain) on servicing rights		574		(213)
Net change in:
Securities held for trading		—		1,539
Loans held for sale		(27,325)		(38,294)
Accrued interest receivable		(1,648)		151
Other assets		(2,842)		6,122
Accrued expenses and other liabilities		5,754		15,566
Net cash provided (used) by operating activities		(19,843)		1,932
Investing Activities
Proceeds from sales or calls of investment securities available-for-sale		74,630		32,565
Proceeds from maturities of investment securities available-for-sale		39,208		27,818
Purchases of investment securities available-for-sale		(285,830)		(80,450)
Net (increase) decrease in equity securities		2,808		490
Net (increase) decrease in loans		(339,758)		14,213
Proceeds from sale of branch		—		10,379
Proceeds from sale of fixed assets		—		875
Purchases of premises and equipment		(2,761)		(2,450)
Proceeds from sales of foreclosed assets		555		1,006
Net cash provided (used) by investing activities		(511,148)		4,446
Financing Activities
Net increase (decrease) in deposits		491,054		53,241
Net increase (decrease) in short-term borrowings		—		(93,460)
Repayments of long-term debt		(156)		(181)
Cash dividends paid on common stock		(7,790)		(6,312)
Repurchase of common stock		(372)		(1,947)
Proceeds from the issuance of common stock in initial public offering net of issuance costs		—		62,804
Net cash provided (used) by financing activities		482,736		14,145
Net change in cash and cash equivalents		(48,255)		20,523
Cash and cash equivalents at beginning of period		144,006		40,651
Cash and cash equivalents at end of period	$	95,751	$	61,174

See accompanying notes to consolidated financial statements (unaudited) 6

Table of Contents


	Nine months ended
	September 30,
Supplemental Cash Flow Disclosures	2020		2019
Cash paid for:
Interest	$	9,838	$	13,162
Income taxes		11,041		5,550
Non-cash information
Loan collateral transferred to foreclosed assets		531		766
Unrealized gain (loss) on investment securities available-for-sale		8,607		6,686
Initial recognition of operating lease right-of-use assets		—		10,475
Initial recognition of operating lease liabilities		—		10,996
Right-of-use assets obtained in exchange for new operating leases		1,531		—
ESOP repurchase obligation termination		—		34,494

See accompanying notes to consolidated financial statements (unaudited)

Table of Contents Alerus Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 1 Significant Accounting Policies

Organization

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

Initial Public Offering

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

Basis of Presentation

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

Principles of Consolidation

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

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

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 8

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

Reclassifications

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

Other Information

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

In March 2020, various regulatory agencies, including the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation, or the agencies, issued an interagency statement on loan modifications and reporting for financial institutions working with customers affected by COVID-19. The interagency statement was effective immediately and impacted accounting for loan modifications. Under Accounting Standards Codification 310-40, “Receivables – Troubled Debt Restructurings by Creditors,” or ASC 310-40, a restructuring of debt constitutes a troubled debt restructuring, or TDR, if the creditor for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The agencies confirmed with the staff of the Financial Accounting Standards Boards, or FASB, that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief, are not to be considered TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. This interagency guidance has not had a material impact on the Company’s financial statements for disclosure of the impact to date.

Emerging Growth Company

The Company qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, even if the Company complies with the greater obligations of public companies that are not emerging growth companies, the Company may avail itself of the reduced requirements applicable to emerging growth companies from time to time in the future, so long as the Company is an emerging growth company. The Company will continue to be an emerging growth company until the earliest to occur of: (1) the end of the fiscal year following the fifth anniversary of the date of the first sale of common equity securities under the Company’s Registration Statement on Form S-1, which was declared effective by the SEC on September 12, 2019; (2) the last day of the fiscal year in which the Company has $1.07 billion or more in annual revenues; (3) the date on which the Company is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the “Exchange Act”; or (4) the date on which the Company has, during the previous three-year period, issued publicly or privately, more than $1.0 billion in non-convertible debt securities. 9

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

NOTE 2 Recent Accounting Pronouncements

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

Adopted Pronouncements

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. This ASU removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under the amended guidance, a goodwill impairment charge will now be recognized for the amount by which the carrying value of a reporting unit exceeds its estimated fair value, not to exceed the carrying amount of goodwill. For public business entities that are US Securities and Exchange Commission filers, ASU 2017-04, is effective for interim and annual reporting periods beginning after December 15, 2019. The Company adopted ASU 2017-04 effective January 1, 2020, and the new guidance did not have an impact on the Company’s consolidated financial statements.

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

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

Pronouncements Not Yet Effective

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

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

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which affects a variety of topics in the Codification and applies to all reporting entities within the scope of the affected accounting guidance. The Company will consider these clarifications and improvements in determining the appropriate adoption of ASU 2019-04.

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

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

In January 2020, the FASB issued ASU 2020-01, Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The ASU is based on a consensus of the Emerging Issues Task Force and is expected to increase comparability in accounting for these transactions. ASU 2016-01 made targeted improvements to accounting for financial instruments, including providing an entity the ability to measure certain equity securities without a readily determinable fair value at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Among other topics, the amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting. For public business entities, the amendments in the ASU are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoptions is permitted. The Company does not expect the adoption of ASU 2020-01 to have a material impact on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-03. Codification Improvements to Financial Instruments. This ASU represents changes to clarify or improve the Accounting Standards Codification, or ASC, related to seven topics. The amendments make the ASC easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. Issues 1, 2, 3, 4, and 5 are conforming amendments and for public business entities effective upon the issuance of the standard. Issues 6 and 7 are amendments that affect the guidance in ASU 2016-13. The Company will consider these clarifications and improvements in determining the appropriate adoption of ASU 2016-13. 11

Table of Contents In March 2020, the FASB issued ASU 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 GAAP 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. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is assessing ASU 2020-04 and its impact on the Company’s transition away from LIBOR for its loan and other financial instruments.

NOTE 3 Investment Securities

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


	September 30, 2020
	Amortized		Unrealized		Unrealized		Fair
(dollars in thousands)	Cost		Gains		Losses		Value
U.S. Treasury and agencies	$	16,075	$	34	$	(17)	$	16,092
Obligations of state and political agencies		142,308		4,908		—		147,216
Mortgage backed securities
Residential agency		203,812		7,933		(45)		211,700
Commercial		86,502		1,092		(52)		87,542
Asset backed securities		123		8		—		131
Corporate bonds		32,518		244		(29)		32,733
Total available-for-sale investment securities	$	481,338	$	14,219	$	(143)	$	495,414


	December 31, 2019
	Amortized		Unrealized		Unrealized		Fair
(dollars in thousands)	Cost		Gains		Losses		Value
U.S. Treasury and agencies	$	21,246	$	9	$	(15)	$	21,240
Obligations of state and political agencies		68,162		647		(161)		68,648
Mortgage backed securities
Residential agency		180,411		2,258		(131)		182,538
Commercial		30,752		101		(168)		30,685
Asset backed securities		139		5		—		144
Corporate bonds		7,054		41		—		7,095
Total available-for-sale investment securities	$	307,764	$	3,061	$	(475)	$	310,350

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


	September 30, 2020
	Less than 12 Months				Over 12 Months				Total
	Unrealized		Fair		Unrealized		Fair		Unrealized		Fair
(dollars in thousands)	Losses		Value		Losses		Value		Losses		Value
U.S. Treasury and agencies	$	(9)	$	4,694	$	(8)	$	1,309	$	(17)	$	6,003
Obligations of state and political agencies		—		590		—		—		—		590
Mortgage backed securities
Residential agency		(45)		15,481		—		—		(45)		15,481
Commercial		(48)		25,292		(4)		2,603		(52)		27,895
Asset backed securities		—		—		—		2		—		2
Corporate bonds		(29)		5,971		—		—		(29)		5,971
Total available-for-sale investment securities	$	(131)	$	52,028	$	(12)	$	3,914	$	(143)	$	55,942

Table of Contents


	December 31, 2019
	Less than 12 Months				Over 12 Months				Total
	Unrealized		Fair		Unrealized		Fair		Unrealized		Fair
(dollars in thousands)	Losses		Value		Losses		Value		Losses		Value
U.S. Treasury and agencies	$	(5)	$	1,740	$	(10)	$	9,990	$	(15)	$	11,730
Obligations of state and political agencies		(140)		11,959		(21)		5,798		(161)		17,757
Mortgage backed securities
Residential agency		(52)		17,131		(79)		14,036		(131)		31,167
Commercial		(116)		15,235		(52)		6,195		(168)		21,430
Asset backed securities		—		2		—		—		—		2
Corporate bonds		—		—		—		—		—		—
Total available-for-sale investment securities	$	(313)	$	46,067	$	(162)	$	36,019	$	(475)	$	82,086

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

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

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


	Amortized		Fair
(dollars in thousands)	Cost		Value
Due within one year or less	$	16,132	$	16,211
Due after one year through five years		26,821		27,459
Due after five years through ten years		145,310		150,121
Due after 10 years		293,075		301,623
Total available-for-sale investment securities	$	481,338	$	495,414

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

Investment securities with a total carrying value of $115.4 million and $136.2 million were pledged as of September 30, 2020 and December 31, 2019, respectively, to secure public deposits and for other purposes required or permitted by law.

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


	Three months ended				Nine months ended
	September 30,				September 30,
(dollars in thousands)	2020		2019		2020		2019
Proceeds	$	35,125	$	10,934	$	74,630	$	32,565
Realized gains		1,428		59		2,722		357
Realized losses		—		(11)		—		(22)

Table of Contents As of September 30, 2020 and December 31, 2019, the carrying value of the Company’s Federal Reserve stock and Federal Home Loan Bank of Des Moines, or FHLB, stock was as follows:


	September 30,		December 31,
(dollars in thousands)	2020		2019
Federal Reserve	$	2,675	$	2,675
FHLB		3,169		3,080

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

Visa Class B Restricted Shares

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

NOTE 4 Loans and Allowance for Loan Losses

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


	****	September 30,		****	December 31,
(dollars in thousands)	****	2020		****	2019
Commercial
Commercial and industrial (1)		$	789,036		$	479,144
Real estate construction			33,169			26,378
Commercial real estate			535,216			494,703
Total commercial			1,357,421			1,000,225
Consumer
Residential real estate first mortgage			469,050			457,155
Residential real estate junior lien			152,487			177,373
Other revolving and installment			79,461			86,526
Total consumer			700,998			721,054
Total loans		$	2,058,419		$	1,721,279

(1)	Included Paycheck Protection Program, or PPP, loans of $348.9 million at September 30, 2020.

Total loans included net deferred loan fees and costs of $7.8 million and $1.0 million at September 30, 2020 and December 31, 2019, respectively. Deferred loan fees on PPP loans were $7.4 million at September 30, 2020.

Management monitors the credit quality of its loan portfolio on an ongoing basis. Measurements of delinquency and past due status are based on the contractual terms of each loan. Past due loans are reviewed regularly to identify loans for nonaccrual status. Loan modifications made in accordance with the Interagency Statement on Loan Modifications and Reporting for Financial Institutions as issued on April 7, 2020, are included as accruing current. 14

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


		September 30, 2020
								90 Days
		Accruing			30 - 89 Days			or More						Total
(dollars in thousands)	****	Current		****	Past Due		****	Past Due		****	Nonaccrual		****	Loans
Commercial
Commercial and industrial		$	784,282		$	1,914		$	—		$	2,840		$	789,036
Real estate construction			32,384			785			—			—			33,169
Commercial real estate			530,984			2,903			—			1,329			535,216
Total commercial			1,347,650			5,602			—			4,169			1,357,421
Consumer
Residential real estate first mortgage			466,551			2,042			—			457			469,050
Residential real estate junior lien			152,111			207			—			169			152,487
Other revolving and installment			79,221			240			—			—			79,461
Total consumer			697,883			2,489			—			626			700,998
Total loans		$	2,045,533		$	8,091		$	—		$	4,795		$	2,058,419


		December 31, 2019
								90 Days
		Accruing			30 - 89 Days			or More						Total
(dollars in thousands)	****	Current		****	Past Due		****	Past Due		****	Nonaccrual		****	Loans
Commercial
Commercial and industrial		$	473,900		$	382		$	—		$	4,862		$	479,144
Real estate construction			26,251			127			—			—			26,378
Commercial real estate			492,707			556			—			1,440			494,703
Total commercial			992,858			1,065			—			6,302			1,000,225
Consumer
Residential real estate first mortgage			455,244			666			448			797			457,155
Residential real estate junior lien			176,915			184			—			274			177,373
Other revolving and installment			86,172			348			—			6			86,526
Total consumer			718,331			1,198			448			1,077			721,054
Total loans		$	1,711,189		$	2,263		$	448		$	7,379		$	1,721,279

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

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

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

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

Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, this potential weakness may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification. 15

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

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

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

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


	September 30, 2020
			Criticized
			Special
(dollars in thousands)	Pass		Mention		Substandard		Doubtful		Total
Commercial
Commercial and industrial	$	759,808	$	8,706	$	20,522	$	—	$	789,036
Real estate construction		32,140		783		246		—		33,169
Commercial real estate		501,913		7,265		26,038		—		535,216
Total commercial		1,293,861		16,754		46,806		—		1,357,421
Consumer
Residential real estate first mortgage		467,168		1,413		469		—		469,050
Residential real estate junior lien		149,290		2,005		1,192		—		152,487
Other revolving and installment		79,461		—		—		—		79,461
Total consumer		695,919		3,418		1,661		—		700,998
Total loans	$	1,989,780	$	20,172	$	48,467	$	—	$	2,058,419


	December 31, 2019
			Criticized
			Special
(dollars in thousands)	Pass		Mention		Substandard		Doubtful		Total
Commercial
Commercial and industrial	$	448,306	$	9,585	$	21,253	$	—	$	479,144
Real estate construction		25,119		282		977		—		26,378
Commercial real estate		462,294		2,359		30,050		—		494,703
Total commercial		935,719		12,226		52,280		—		1,000,225
Consumer
Residential real estate first mortgage		456,358		—		797		—		457,155
Residential real estate junior lien		176,122		—		1,251		—		177,373
Other revolving and installment		86,520		—		6		—		86,526
Total consumer		719,000		—		2,054		—		721,054
Total loans	$	1,654,719	$	12,226	$	54,334	$	—	$	1,721,279

The adequacy of the allowance for loan losses is assessed at the end of each quarter. The allowance for loan losses includes a specific component related to loans that are individually evaluated for impairment and a general component related to loans that are segregated into homogeneous pools and collectively evaluated for impairment. The factors applied to these pools are an estimate of probable incurred losses based on management’s evaluation of historical net losses from loans with similar characteristics, which are adjusted by management to reflect current events, trends, and conditions. The adjustments include consideration of the following: changes in lending policies and procedures, economic conditions, nature and volume of the portfolio, experience of lending management, volume and severity of past due loans, quality of the loan review system, value of underlying collateral for collateral dependent loans, concentrations, and other external factors. 16

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


		Three months ended September 30, 2020
		Beginning			Provision for			Loan			Loan			Ending
(dollars in thousands)	****	Balance		****	Loan Losses		****	Charge-offs		****	Recoveries		****	Balance
Commercial
Commercial and industrial		$	10,797		$	(846)		$	(10)		$	432		$	10,373
Real estate construction			443			40			—			—			483
Commercial real estate			9,948			1,828			—			95			11,871
Total commercial			21,188			1,022			(10)			527			22,727
Consumer
Residential real estate first mortgage			2,673			1,694			—			—			4,367
Residential real estate junior lien			1,102			28			—			81			1,211
Other revolving and installment			546			108			(41)			24			637
Total consumer			4,321			1,830			(41)			105			6,215
Unallocated			1,747			648			—			—			2,395
Total		$	27,256		$	3,500		$	(51)		$	632		$	31,337


		Nine months ended September 30, 2020
		Beginning			Provision for			Loan			Loan			Ending
(dollars in thousands)	****	Balance		****	Loan Losses		****	Charge-offs		****	Recoveries		****	Balance
Commercial
Commercial and industrial		$	12,270		$	(498)		$	(2,745)		$	1,346		$	10,373
Real estate construction			303			180			—			—			483
Commercial real estate			6,688			5,953			(865)			95			11,871
Total commercial			19,261			5,635			(3,610)			1,441			22,727
Consumer
Residential real estate first mortgage			1,448			2,914			—			5			4,367
Residential real estate junior lien			671			377			(12)			175			1,211
Other revolving and installment			352			371			(194)			108			637
Total consumer			2,471			3,662			(206)			288			6,215
Unallocated			2,192			203			—			—			2,395
Total		$	23,924		$	9,500		$	(3,816)		$	1,729		$	31,337


		Three months ended September 30, 2019
		Beginning			Provision for			Loan			Loan			Ending
(dollars in thousands)	****	Balance		****	Loan Losses		****	Charge-offs		****	Recoveries		****	Balance
Commercial
Commercial and industrial		$	11,694		$	(962)		$	(324)		$	538		$	10,946
Real estate construction			323			25			—			—			348
Commercial real estate			5,765			(4)			—			—			5,761
Total commercial			17,782			(941)			(324)			538			17,055
Consumer
Residential real estate first mortgage			1,155			(139)			—			—			1,016
Residential real estate junior lien			710			157			(20)			49			896
Other revolving and installment			380			1			(31)			28			378
Total consumer			2,245			19			(51)			77			2,290
Unallocated			1,219			2,420			—			—			3,639
Total		$	21,246		$	1,498		$	(375)		$	615		$	22,984

Table of Contents


		Nine months ended September 30, 2019
		Beginning			Provision for			Loan			Loan			Ending
(dollars in thousands)	****	Balance		****	Loan Losses		****	Charge-offs		****	Recoveries		****	Balance
Commercial
Commercial and industrial		$	12,127		$	3,263		$	(5,275)		$	831		$	10,946
Real estate construction			250			97			(1)			2			348
Commercial real estate			6,279			(668)			—			150			5,761
Total commercial			18,656			2,692			(5,276)			983			17,055
Consumer
Residential real estate first mortgage			1,156			(140)			—			—			1,016
Residential real estate junior lien			805			113			(154)			132			896
Other revolving and installment			380			388			(513)			123			378
Total consumer			2,341			361			(667)			255			2,290
Unallocated			1,177			2,462			—			—			3,639
Total		$	22,174		$	5,515		$	(5,943)		$	1,238		$	22,984

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


	September 30, 2020
	Recorded Investment						Allowance for Loan Losses
	Individually		Collectively				Individually		Collectively
(dollars in thousands)	Evaluated		Evaluated		Total		Evaluated		Evaluated		Unallocated		Total
Commercial
Commercial and industrial	$	3,497	$	785,539	$	789,036	$	379	$	9,994	$	—	$	10,373
Real estate construction		—		33,169		33,169		—		483		—		483
Commercial real estate		1,525		533,691		535,216		9		11,862		—		11,871
Total commercial		5,022		1,352,399		1,357,421		388		22,339		—		22,727
Consumer
Residential real estate first mortgage		457		468,593		469,050		—		4,367		—		4,367
Residential real estate junior lien		229		152,258		152,487		19		1,192		—		1,211
Other revolving and installment		—		79,461		79,461		—		637		—		637
Total consumer		686		700,312		700,998		19		6,196		—		6,215
Total loans	$	5,708	$	2,052,711	$	2,058,419	$	407	$	28,535	$	2,395	$	31,337


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

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


		September 30, 2020								****	December 31, 2019
		Recorded			Unpaid			Related		****	Recorded			Unpaid			Related
(dollars in thousands)	****	Investment		****	Principal		****	Allowance		****	Investment		****	Principal		****	Allowance
Impaired loans with a valuation allowance
Commercial and industrial		$	2,523		$	2,609		$	379		$	639		$	727		$	189
Commercial real estate			196			196			9			5,718			5,823			2,946
Residential real estate junior lien			19			20			19			—			—			—
Other revolving and installment			—			—			—			5			6			3
Total impaired loans with a valuation allowance			2,738			2,825			407			6,362			6,556			3,138
Impaired loans without a valuation allowance
Commercial and industrial			974			1,159			—			337			1,110			—
Commercial real estate			1,329			1,448			—			207			236			—
Residential real estate first mortgage			457			469			—			782			797			—
Residential real estate junior lien			210			256			—			266			372			—
Other revolving and installment			—			—			—			—			—			—
Total impaired loans without a valuation allowance			2,970			3,332			—			1,592			2,515			—
Total impaired loans
Commercial and industrial			3,497			3,768			379			976			1,837			189
Commercial real estate			1,525			1,644			9			5,925			6,059			2,946
Residential real estate first mortgage			457			469			—			782			797			—
Residential real estate junior lien			229			276			19			266			372			—
Other revolving and installment			—			—			—			5			6			3
Total impaired loans		$	5,708		$	6,157		$	407		$	7,954		$	9,071		$	3,138

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


		Three months ended September 30,
		2020						2019
		Average						Average
		Recorded			Interest			Recorded			Interest
(dollars in thousands)	****	Investment		****	Income		****	Investment		****	Income
Impaired loans with a valuation allowance
Commercial and industrial		$	2,541		$	14		$	1,964		$	4
Commercial real estate			197			8			1,623			2
Residential real estate first mortgage			—			—			—			—
Residential real estate junior lien			19			—			619			1
Other revolving and installment			—			—			5			—
Total impaired loans with a valuation allowance			2,757			22			4,211			7
Impaired loans without a valuation allowance
Commercial and industrial			1,013			24			1,206			7
Commercial real estate			1,330			—			—			—
Residential real estate first mortgage			459			—			183			—
Residential real estate junior lien			211			3			297			—
Other revolving and installment			—			—			2			—
Total impaired loans without a valuation allowance			3,013			27			1,688			7
Total impaired loans
Commercial and industrial			3,554			38			3,170			11
Commercial real estate			1,527			8			1,623			2
Residential real estate first mortgage			459			—			183			—
Residential real estate junior lien			230			3			916			1
Other revolving and installment			—			—			7			—
Total impaired loans		$	5,770		$	49		$	5,899		$	14

Table of Contents


		Nine Months Ended September 30,
		2020						2019
		Average						Average
		Recorded			Interest			Recorded			Interest
(dollars in thousands)	****	Investment		****	Income		****	Investment		****	Income
Impaired loans with a valuation allowance
Commercial and industrial		$	3,815		$	14		$	2,473		$	12
Commercial real estate			200			8			1,668			6
Residential real estate junior lien			20			—			621			3
Other revolving and installment			—			—			5			—
Total impaired loans with a valuation allowance			4,035			22			4,767			21
Impaired loans without a valuation allowance
Commercial and industrial			1,154			26			2,979			23
Real estate construction			—			—			—			—
Commercial real estate			1,699			—			—			—
Residential real estate first mortgage			467			—			92			—
Residential real estate junior lien			217			3			302			—
Other revolving and installment			—			—			4			—
Total impaired loans without a valuation allowance			3,537			29			3,377			23
Total impaired loans
Commercial and industrial			4,969			40			5,452			35
Real estate construction			—			—			—			—
Commercial real estate			1,899			8			1,668			6
Residential real estate first mortgage			467			—			92			—
Residential real estate junior lien			237			3			923			3
Other revolving and installment			—			—			9			—
Total impaired loans		$	7,572		$	51		$	8,144		$	44

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

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

During the third quarter of 2020, there were no loans modified as a TDR. As of September 30, 2020, the Company had entered into modifications on 552 loans representing $151.4 million in principal balances, since the beginning of the pandemic. Of those loans, 27 loans with a total outstanding principal balance of $16.9 million, have been granted second deferral, 56 loans with a total outstanding principal balance of $12.0 million remain on the first deferral and the remaining loans have been returned to a normal payment status. These deferrals were generally no more than 90 days in duration and were not considered TDRs in accordance with the Interagency Statement on Loan Modifications and Reporting for Financial Institutions as issued on April 7, 2020. During the first quarter of 2019, there was one loan modified as a TDR as a result of extending the amortization period. As of December 31, 2019, the carrying value of the restructured loan was $0.2 million. The loan is currently performing according to the modified terms and there was no specific reserve for loan losses allocated to the loan modified as troubled debt restructuring.

The Company does not have material commitments to lend additional funds to borrowers with loans whose terms have been modified in troubled debt restructurings or whose loans are on nonaccrual. 20

Table of Contents NOTE 5 Goodwill and Other Intangible Assets

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


		September 30,			December 31,
(dollars in thousands)	****	2020		****	2019
Banking		$	20,131		$	20,131
Retirement and benefit services			7,198			7,198
Total goodwill		$	27,329		$	27,329

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


		September 30, 2020									December 31, 2019
(dollars in thousands)	****	Gross Carrying Amount		****	Accumulated Amortization		****	Total		****	Gross Carrying Amount		****	Accumulated Amortization		****	Total
Identifiable customer intangibles		$	31,857		$	(16,689)		$	15,168		$	31,857		$	(14,287)		$	17,570
Core deposit intangible assets			3,793			(3,540)			253			4,993			(4,172)			821
Total intangible assets		$	35,650		$	(20,229)		$	15,421		$	36,850		$	(18,459)		$	18,391

Amortization of intangible assets was $1.0 million for each of the three months ended September 30, 2020, and 2019, respectively. Amortization of intangible assets was $3.0 and $3.1 million for the nine months ended September 30, 2020, and 2019, respectively.

Goodwill is evaluated for impairment on an annual basis, at a minimum, and more frequently when the economic environment warrants. The Company determined that there was no goodwill impairment as of September 30, 2020.

NOTE 6 Loan Servicing

Loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of loans serviced for others totaled $476.3 million and $541.9 million as of September 30, 2020 and December 31, 2019, respectively. Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors and collection and foreclosure processing. Loan servicing income is recorded on an accrual basis and includes servicing fees from investors and certain charges collected from borrowers, such as late payment fees, and is net of fair value adjustments to capitalized mortgage servicing rights.

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


	****	Three months ended					****	Nine months ended
		September 30,						September 30,
(dollars in thousands)	****	2020		****	2019		****	2020		****	2019
Balance, beginning of period		$	2,891		$	4,300		$	3,845		$	4,623
Additions			42			179			154			279
Amortization			(296)			(287)			(692)			(690)
(Impairment)/Recovery			(58)			(46)			(728)			(66)
Balance, end of period		$	2,579		$	4,146		$	2,579		$	4,146

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


	****	September 30,		****	December 31,		****
(dollars in thousands)		2020			2019
Fair value of servicing rights		$	2,579		$	3,845
Weighted-average remaining term, years			20.0			20.1
Prepayment speeds			23.8	%		11.8	%
Discount rate			9.0	%		9.4	%

NOTE 7 Leases

Substantially all of the leases in which the Company is the lessee are comprised of real estate property for offices and office equipment rentals with terms extending through 2027. Portions of certain properties are subleased for terms extending through 2024. Substantially all of the Company’s leases are classified as operating leases, and therefore, were previously not recognized on the Company’s consolidated financial statements. The Company has one existing finance lease for the Company’s headquarters building with a lease term through 2022.

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


	****	****	****	September 30,		****	December 31,
(dollars in thousands)	****			2020			2019
Lease Right-of-Use Assets		Classification
Operating lease right-of-use assets		Operating lease right-of-use assets		$	8,168		$	8,343
Finance lease right-of-use assets		Land, premises and equipment, net			231			318
Total lease right-of-use assets				$	8,399		$	8,661
Lease Liabilities
Operating lease liabilities		Operating lease liabilities		$	8,671		$	8,864
Finance lease liabilities		Long-term debt			484			640
Total lease liabilities				$	9,155		$	9,504

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


		September 30,		December 31,	****
	****	2020	****	2019
Weighted-average remaining lease term, years
Operating leases		5.5		6.2
Finance leases		0.8		2.8
Weighted-average discount rate
Operating leases		2.8	%	3.1	%
Finance leases		7.8	%	7.8	%

As the Company elected, for all classes of underlying assets, not to separate lease and non-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable 22

Table of Contents payments such as common area maintenance and utilities. Variable lease cost also includes payments for usage or maintenance of those capitalized equipment operating leases.

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


	****	Three months ended					****	Nine months ended
		September 30,						September 30,
(dollars in thousands)	****	2020		****	2019		****	2020		2019
Lease costs
Operating lease cost		$	634		$	602		$	1,825	$	1,772
Variable lease cost			223			222			888		633
Short-term lease cost			102			122			304		416
Finance lease cost
Interest on lease liabilities			10			14			33		45
Amortization of right-of-use assets			29			29			87		87
Sublease income			(57)			(65)			(175)		(202)
Net lease cost		$	941		$	924		$	2,962	$	2,751
Other information
Cash paid for amounts included in the measurement of lease liabilities operating cash flows from operating leases		$	628		$	600		$	1,807	$	1,774
Right-of-use assets obtained in exchange for new operating lease liabilities			—			—			1,531		—
Right-of-use assets obtained in exchange for new finance lease liabilities			—			—			—		—

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


		Finance			Operating
(dollars in thousands)	****	Leases		****	Leases
Twelve months ended
September 30, 2021		$	251		$	2,179
September 30, 2022			251			2,095
September 30, 2023			21			1,832
September 30, 2024			—			1,065
September 30, 2025			—			707
Thereafter			—			1,753
Total future minimum lease payments		$	523		$	9,631
Amounts representing interest			(39)			(960)
Total operating lease liabilities		$	484		$	8,671

NOTE 8 Deposits

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


	September 30,		December 31,
(dollars in thousands)	2020		2019
Noninterest-bearing	$	693,450	$	577,704
Interest-bearing
Interest-bearing demand		590,366		458,689
Savings accounts		78,659		55,777
Money market savings		892,473		683,064
Time deposits		207,422		196,082
Total interest-bearing		1,768,920		1,393,612
Total deposits	$	2,462,370	$	1,971,316

Table of Contents NOTE 9 Short-Term Borrowings

There were no short-term borrowings outstanding as of September 30, 2020 and December 31, 2019.

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


		Three months ended
		September 30,
(dollars in thousands)	****	2020		****	2019
Fed funds purchased
Balance as of end of period		$	—		$	—
Average daily balance			—			61,386
Maximum month-end balance			—			124,250
Weighted-average rate
During period			—	%		2.40	%
End of period			—	%		2.30	%
FHLB Short-term advances
Balance as of end of period		$	—		$	—
Average daily balance			—			25,815
Maximum month-end balance			—			—
Weighted-average rate
During period			—	%		2.58	%
End of period			—	%		—	%


		Nine months ended
		September 30,
(dollars in thousands)	****	2020		****	2019
Fed funds purchased
Balance as of end of period		$	—		$	—
Average daily balance			107			82,504
Maximum month-end balance			—			139,605
Weighted-average rate
During period			—	%		2.54	%
End of period			—	%		2.30	%
FHLB Short-term advances
Balance as of end of period		$	—		$	—
Average daily balance			—			12,985
Maximum month-end balance			—			135,000
Weighted-average rate
During period			—	%		2.44	%
End of period			—	%		—	%

Table of Contents NOTE 10 Long-Term Debt

Long-term debt as of September 30, 2020 and December 31, 2019 consisted of the following:


		September 30, 2020
										Period End
		Face			Carrying					Interest		Maturity
(dollars in thousands)	****	Value		****	Value		****	Interest Rate	****	Rate	****	Date	****	Call Date
Subordinated notes payable		$	50,000		$	49,672		Fixed		5.75	%	12/30/2025		12/30/2020
Junior subordinated debenture (Trust I)			4,124			3,436		Three-month LIBOR + 3.10%		3.33	%	6/26/2033		6/26/2008
Junior subordinated debenture (Trust II)			6,186			5,153		Three-month LIBOR + 1.80%		2.05	%	9/15/2036		9/15/2011
Finance lease liability			2,700			484		Fixed		7.81	%	10/31/2022		N/A
Total long-term debt		$	63,010		$	58,745


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

NOTE 11 Financial Instruments with Off-Balance Sheet Risk

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

A summary of the contractual amounts of the Company’s exposure to off-balance sheet risk is as follows:


	September 30,		December 31,
(dollars in thousands)	2020		2019
Commitments to extend credit	$	596,642	$	586,365
Standby letters of credit		7,073		8,516
Total	$	603,715	$	594,881

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

The Company was not required to perform on any financial guarantees and did not incur any losses on its commitments during the past two years. 25

Table of Contents The Company utilizes standby letters of credit issued by either the Federal Home Loan Bank or the Bank of North Dakota to secure public unit deposits. The Company had a $150 thousand letter of credit with the Federal Home Loan Bank as of September 30, 2020 and December 31, 2019. With the Bank of North Dakota, the Company had $19.0 million of letters of credit outstanding as of September 30, 2020 and $20.0 million as of December 31, 2019. Bank of North Dakota letters of credit were collateralized by loans pledged to the Bank of North Dakota in the amount of $239.3 million and $242.0 million as of September 30, 2020 and December 31, 2019, respectively.

NOTE 12 Share-Based Compensation

The Company has granted equity awards pursuant to the Alerus Financial Corporation 2009 Stock Plan. The awards were in the form of restricted stock or restricted stock units and are considered to represent an element of employee compensation. Compensation expense for the awards is based on the fair value of Alerus Financial Corporation common stock at the time of grant. The value of awards that are expected to vest are amortized into expense over the vesting periods. The ability to grant awards under this plan has expired.

On May 6, 2019, the Company’s stockholders approved the Alerus Financial Corporation 2019 Equity Incentive Plan. This plan allows the compensation committee the ability to grant a wide variety of equity awards, including stock options, stock appreciation rights, restricted stock, restricted stock units and cash incentive awards in such forms and amounts as it deems appropriate to accomplish the goals of the plan. Any shares subject to an award that is cancelled, forfeited, or expires prior to exercise or realization, either in full or in part, shall again become available for issuance under the plan. However, shares subject to an award shall not again be made available for issuance or delivery under the plan if such shares are (a) tendered in payment of the exercise price of a stock option, (b) delivered to, or withheld by, the Company to satisfy any tax withholding obligation, or (c) covered by a stock-settled stock appreciation right or other awards that were not issued upon the settlement of the award. Shares vest, become exercisable and contain such other terms and conditions as determined by the compensation committee and set forth in individual agreements with the participant receiving the award. The plan authorizes the issuance of up to 1,100,000 shares of common stock. As of September 30, 2020, 28,242 stock awards and 49,604 restricted stock units had been issued under the plan.

Compensation expense relating to awards under these plans was $475 thousand and $335 thousand for the three months ended September 30, 2020 and 2019, respectively. Compensation expense relating to awards under these plans was $1.3 million and $1.2 million for the nine months ended September 30, 2020 and 2019, respectively.

The following table presents the activity in the stock plans for the nine months ended September 30, 2020 and 2019:


	Nine months ended September 30, 2020				Nine months ended September 30, 2019
			Weighted-			Weighted-
		****	Average Grant			Average Grant
	Awards		Date Fair Value		Awards	Date Fair Value
Restricted Stock and Restricted Stock Unit Awards
Outstanding at beginning of period	347,211		$	18.64	337,014	$	18.36
Granted	77,846			19.53	70,617		19.87
Vested	(87,939)			16.24	(53,882)		18.69
Forfeited or cancelled	(7,590)			19.75	(6,138)		17.34
Outstanding at end of period	329,528		$	19.46	347,611	$	18.64

As of September 30, 2020, there was $3.2 million of unrecognized compensation expense related to non-vested awards granted under the plans. The expense is expected to be recognized over a weighted-average period of 3.47 years.

Table of Contents NOTE 13 Income Taxes

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


		Three months ended September 30,
		2020						2019
	****			****	Percent of	****	****			****	Percent of	****
(dollars in thousands)		Amount			Pretax Income	****		Amount			Pretax Income	****
Taxes at statutory federal income tax rate		$	4,894		21.0	%		$	1,982		21.0	%
Tax effect of:
Tax exempt income			(134)		(0.6)	%			(107)		(1.1)	%
Other			888		3.8	%			457		4.8	%
Applicable income taxes		$	5,648		24.2	%		$	2,332		24.7	%


		Nine months ended September 30,
		2020						2019
	****			****	Percent of	****	****			****	Percent of	****
(dollars in thousands)		Amount			Pretax Income	****		Amount			Pretax Income	****
Taxes at statutory federal income tax rate		$	9,491		21.0	%		$	6,114		21.0	%
Tax effect of:
Tax exempt income			(382)		(0.8)	%			(329)		(1.1)	%
Other			1,589		3.5	%			1,440		4.9	%
Applicable income taxes		$	10,698		23.7	%		$	7,225		24.8	%

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

NOTE 14 Segment Reporting

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

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

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


		Three months ended September 30, 2020
					Retirement and			Wealth						Corporate
(dollars in thousands)	****	Banking		****	Benefit Services		****	Management		****	Mortgage		****	Administration		****	Consolidated
Net interest income		$	21,994		$	—		$	—		$	613		$	(842)		$	21,765
Provision for loan losses			3,500			—			—			—			—			3,500
Noninterest income			3,398			15,104			4,486			22,269			(1)			45,256
Noninterest expense			10,876			8,347			2,110			9,769			9,112			40,214
Net income before taxes		$	11,016		$	6,757		$	2,376		$	13,113		$	(9,955)		$	23,307

Table of Contents


	****	Nine months ended September 30, 2020
					Retirement and			Wealth						Corporate
(dollars in thousands)	****	Banking		****	Benefit Services		****	Management		****	Mortgage		****	Administration		****	Consolidated
Net interest income		$	61,857		$	—		$	—		$	1,411		$	(2,575)		$	60,693
Provision for loan losses			9,500			—			—			—			—			9,500
Noninterest income			8,129			45,034			12,644			44,860			8			110,675
Noninterest expense			34,887			25,472			6,254			23,228			26,833			116,674
Net income before taxes		$	25,599		$	19,562		$	6,390		$	23,043		$	(29,400)		$	45,194


		Three months ended September 30, 2019
					Retirement and			Wealth						Corporate
(dollars in thousands)	****	Banking		****	Benefit Services		****	Management		****	Mortgage		****	Administration		****	Consolidated
Net interest income		$	19,193		$	—		$	—		$	384		$	(896)		$	18,681
Provision for loan losses			1,498			—			—			—			—			1,498
Noninterest income			1,695			15,307			3,896			8,135			547			29,580
Noninterest expense			10,800			8,551			1,835			7,256			8,885			37,327
Net income before taxes		$	8,590		$	6,756		$	2,061		$	1,263		$	(9,234)		$	9,436


	****	Nine months ended September 30, 2019
					Retirement and			Wealth						Corporate
(dollars in thousands)	****	Banking		****	Benefit Services		****	Management		****	Mortgage		****	Administration		****	Consolidated
Net interest income		$	57,987		$	—		$	—		$	818		$	(2,713)		$	56,092
Provision for loan losses			5,515			—			—			—			—			5,515
Noninterest income			5,273			46,142			11,385			19,739			2,099			84,638
Noninterest expense			30,880			26,142			5,936			17,184			25,960			106,102
Net income before taxes		$	26,865		$	20,000		$	5,449		$	3,373		$	(26,574)		$	29,113

Banking

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

Retirement and Benefit Services

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

Wealth Management

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

Mortgage

The Mortgage division offers first and second mortgage loans through a centralized mortgage unit in Minneapolis, Minnesota as well as through the Banking office locations. 28

Table of Contents NOTE 15 Earnings Per Share

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

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


		Three months ended						Nine months ended
		September 30,						September 30,
(dollars and shares in thousands, except per share data)	****	2020		****	2019		****	2020		****	2019
Net income		$	17,659		$	7,104		$	34,496		$	21,888
Dividends and undistributed earnings allocated to participating securities			315			154			600			514
Net income available to common shareholders		$	17,344		$	6,950		$	33,896		$	21,374
Weighted-average common shares outstanding for basic earnings per share			17,121			14,274			17,101			13,957
Dilutive effect of stock-based awards			332		****	352			334			360
Weighted-average common shares outstanding for diluted earnings per share			17,453			14,626			17,435			14,317
Earnings per common share:
Basic earnings per common share		$	1.01		$	0.49		$	1.98		$	1.53
Diluted earnings per common share		$	0.99		$	0.48		$	1.94		$	1.49

NOTE 16 Derivative Instruments

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


		September 30, 2020					December 31, 2019
		Fair		Notional			Fair		Notional
(dollars in thousands)		Value		Amount		****	Value		Amount
Asset Derivatives	Consolidated Balance Sheet Location
Interest rate lock commitments	Accrued interest and Other assets	$	13,133	$	401,313		$	1,228	$	45,715
Forward loan sales commitments	Accrued interest and Other assets		1,545		54,310			393		12,784
Total asset derivatives		$	14,678	$	455,623		$	1,621	$	58,499
Liability Derivatives
TBA mortgage backed securities	Accrued expenses and other liabilities	$	1,960	$	380,063		$	109	$	68,500
Total liability derivatives		$	1,960	$	380,063		$	109	$	68,500

Table of Contents The gain (loss) recognized on derivative instruments for the three and nine months ended September 30, 2020 and 2019 was as follows:


				Three months ended						Nine months ended
		Consolidated Statements of		September 30,			September 30,			September 30,			September 30,
(dollars in thousands)	****	of Income Location	****	2020		****	2019		****	2020		****	2019
Interest rate lock commitments		Mortgage banking/Other noninterest income		$	5,647		$	(257)		$	11,226		$	2,024
Forward loan sales commitments		Mortgage banking			369			(199)			1,152			454
TBA mortgage backed securities		Mortgage banking			(3,747)			680			(9,099)			(104)
Total gain/(loss) from derivative instruments				$	2,269		$	224		$	3,279		$	2,374

The Company has third party agreements that require a minimum dollar transfer amount upon a margin call. This requirement is dependent on certain specified credit measures. The amount of collateral posted with third parties at September 30, 2020 and December 31, 2019, respectively was $5.1 million and $853 thousand. The amount of collateral posted with third parties was deemed to be sufficient as of those dates to collateralize both the fair market value change as well as any additional amounts that may be required as a result of a change in the specified credit measures.

NOTE 17 Regulatory Matters

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

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of common equity tier 1, tier 1, and total capital (as defined in the regulations) to risk weighted assets (as defined) and of tier 1 capital (as defined) to average assets (as defined). Management believes at September 30, 2020 and December 31, 2019, each of the Company and the Bank had met all of the capital adequacy requirements to which it was subject.

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


		September 30, 2020														****
													Minimum to be
								Requirements					Well Capitalized			****
								for Capital					Under Prompt			****
		Actual					Adequacy Purposes					Corrective Action				****
(dollars in thousands)	****	Amount		****	Ratio	****	Amount		****	Ratio	****	Amount		****	Ratio	****
Common equity tier 1 capital to risk weighted assets
Consolidated		$	270,679		13.08	%	$	93,151		4.50	%	$	N/A		N/A
Bank			257,835		12.47	%		93,076		4.50	%		134,443		6.50	%
Tier 1 capital to risk weighted assets													.
Consolidated			278,959		13.48	%		124,202		6.00	%		N/A		N/A
Bank			257,835		12.47	%		124,102		6.00	%		165,469		8.00	%
Total capital to risk weighted assets
Consolidated			354,573		17.13	%		165,603		8.00	%		N/A		N/A
Bank			283,758		13.72	%		165,469		8.00	%		206,836		10.00	%
Tier 1 capital to average assets
Consolidated			278,959		9.76	%		114,293		4.00	%		N/A		N/A
Bank			257,835		9.03	%		114,207		4.00	%		142,759		5.00	%

Table of Contents


		December 31, 2019														****
													Minimum to be
								Requirements					Well Capitalized			****
								for Capital					Under Prompt			****
		Actual					Adequacy Purposes					Corrective Action				****
(dollars in thousands)	****	Amount		****	Ratio	****	Amount		****	Ratio	****	Amount		****	Ratio	****
Common equity tier 1 capital to risk weighted assets
Consolidated		$	239,672		12.48	%	$	86,452		4.50	%	$	N/A		N/A
Bank			228,512		11.91	%		86,362		4.50	%		124,745		6.50	%
Tier 1 capital to risk weighted assets													.
Consolidated			247,866		12.90	%		115,270		6.00	%		N/A		N/A
Bank			228,512		11.91	%		115,149		6.00	%		153,532		8.00	%
Total capital to risk weighted assets
Consolidated			321,415		16.73	%		153,693		8.00	%		N/A		N/A
Bank			252,436		13.15	%		153,532		8.00	%		191,915		10.00	%
Tier 1 capital to average assets
Consolidated			247,866		11.05	%		91,504		4.00	%		N/A		N/A
Bank			228,512		10.20	%		89,615		4.00	%		112,018		5.00	%

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

NOTE 18 Fair Value of Assets and Liabilities

The Company categorizes its assets and liabilities measured at estimated fair value into a three level hierarchy based on the priority of the inputs to the valuation technique used to determine estimated fair value. The estimated fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used in the determination of the estimated fair value measurement fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the estimated fair value measurement. Assets and liabilities valued at estimated fair value are categorized based on the following inputs to the valuation techniques as follows:

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

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

*Level 3—*Inputs that are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. Subsequent to initial recognition, the Company may re-measure the carrying value of assets and liabilities measured on a nonrecurring basis to estimated fair value. Adjustments to estimated fair value usually result when certain assets are impaired. Such assets are written down from their carrying amounts to their estimated fair value. 31

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

Recurring Basis

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

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


	****	September 30, 2020
(dollars in thousands)	****	Level 1		****	Level 2		****	Level 3		****	Total
Available-for-sale and securities
U.S. treasury and government agencies		$	—		$	16,092		$	—		$	16,092
Obligations of state and political agencies			—			147,216			—			147,216
Mortgage backed securities
Residential agency			—			211,700			—			211,700
Commercial			—			87,542			—			87,542
Asset backed securities			—			131			—			131
Corporate bonds			—			32,733			—			32,733
Total available-for-sale securities		$	—		$	495,414		$	—		$	495,414
Other assets
Derivatives		$	—		$	14,678		$	—		$	14,678
Other liabilities
Derivatives		$	—		$	1,960		$	—		$	1,960


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

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

Investment Securities

When available, the Company uses quoted market prices to determine the estimated fair value of investment securities; such items are classified in Level 1 of the estimated fair value hierarchy. For the Company’s investment securities for which quoted prices are not available for identical investment securities in an active market, the Company determines estimated fair value utilizing vendors who apply matrix pricing for similar bonds for which no prices are observable or may compile prices from various sources. These models are primarily industry-standard models that 32

Table of Contents consider various assumptions, including time value, yield curve, volatility factors, prepayment speeds, default rates, loss severity, current market, and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. Estimated fair values from these models are verified, where possible, against quoted prices for recent trading activity of assets with similar characteristics to the security being valued. Such methods are generally classified as Level 2. However, when prices from independent sources vary, cannot be obtained, or cannot be corroborated, a security is generally classified as Level 3.

Derivatives

All of the Company’s derivatives are traded in over-the-counter markets where quoted market prices are not readily available. For these derivatives, estimated fair value is measured using internally developed models that use primarily market observable inputs, such as yield curves and option volatilities, and accordingly, classify as Level 2. Examples of Level 2 derivatives are basic interest rate swaps and forward contracts.

Nonrecurring Basis

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

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


		September 30, 2020
(dollars in thousands)	****	Level 2		****	Level 3		****	Total		****	Impairment
Loans held for sale		$	111,311		$	—		$	111,311		$	—
Impaired loans			—			5,301			5,301			407
Foreclosed assets			—			10			10			—
Servicing rights			—			2,579			2,579			—


		December 31, 2019
(dollars in thousands)	****	Level 2		****	Level 3		****	Total		****	Impairment
Loans held for sale		$	46,846		$	—		$	46,846		$	—
Impaired loans			—			4,816			4,816			3,138
Foreclosed assets			—			8			8			—
Servicing rights			—			3,845			3,845			—

Loans Held for Sale

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

Impairment losses for loans held for sale that are carried at the lower of cost or estimated fair value, represent additional net write-downs during the period to record these loans at the lower of cost or estimated fair value, subsequent to their initial classification as loans held for sale. 33

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


					September 30, 2020
(dollars in thousands)										Weighted
Asset Type	****	Valuation Technique	****	Unobservable Input	Fair Value		****	Range	****	Average	****
Impaired loans		Appraisal value		Property specific adjustment	$	5,301		N/A		N/A
Foreclosed assets		Appraisal value		Property specific adjustment		10		N/A		N/A
Servicing rights		Discounted cash flows		Prepayment speed assumptions		2,579		315-485		396
				Discount rate				9.0	%	9.0	%


					December 31, 2019
(dollars in thousands)										Weighted	****
Asset Type	****	Valuation Technique	****	Unobservable Input	Fair Value		****	Range	****	Average	****
Impaired loans		Appraisal value		Property specific adjustment	$	4,816		N/A		N/A
Foreclosed assets		Appraisal value		Property specific adjustment		8		N/A		N/A
Servicing rights		Discounted cash flows		Prepayment speed assumptions		3,845		123-267		194
				Discount rate				9.4	%	9.4	%

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

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

Cash and Cash Equivalents and Accrued Interest

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

Loans

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

Bank-Owned Life Insurance

Bank-owned life insurance is carried at the amount due upon surrender of the policy, which is also the estimated fair value. This amount was provided by the insurance companies based on the terms of the underlying insurance contract. 34

Table of Contents Deposits

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

Short-Term Borrowings and Long-Term Debt

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

Off-Balance Sheet Credit-Related Commitments

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

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


		September 30, 2020
		Carrying			Estimated Fair Value
(dollars in thousands)	****	Amount		****	Level 1		****	Level 2		****	Level 3		****	Total
Financial Assets
Cash and cash equivalents		$	95,751		$	95,751		$	—		$	—		$	95,751
Loans			2,027,082			—			—			2,075,044			2,075,044
Accrued interest receivable			9,199			9,199			—			—			9,199
Bank-owned life insurance			32,161			—			32,161			—			32,161
Financial Liabilities
Noninterest-bearing deposits		$	693,450		$	—		$	693,450		$	—		$	693,450
Interest-bearing deposits			1,561,498			—			1,561,498			—			1,561,498
Time deposits			207,422			—			—			208,990			208,990
Long-term debt			58,745			—			56,219			—			56,219
Accrued interest payable			1,408			1,408			—			—			1,408


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

NOTE 19 COVID-19 Pandemic Response

On March 27, 2020, President Trump signed into Law the Coronavirus Aid Relief and Economic Security Act, or CARES Act, which established a $2.0 trillion economic stimulus package, including cash payments to individuals, 35

Table of Contents supplemental unemployment insurance benefits and a $349 billion loan program administered through the U.S. Small Business Administration, or SBA, referred to as the PPP. Under the PPP, small businesses, sole proprietorships, independent contractors, and self-employed individuals were able to apply for loans from existing SBA lenders and other approved regulated lenders that enrolled in the program, subject to numerous limitations and eligibility criteria. The Bank participated as a lender in the PPP. In addition, the CARES Act provides financial institutions the option to temporarily suspend certain requirements under GAAP related to TDRs for a limited period of time to account for the effects of COVID-19. See “Note 4 Loans and Allowance for Loan Losses” for additional discussion regarding TDRs.

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

As an SBA-Certified Preferred lender, we were delegated the authority as part of the CARES Act to make PPP SBA-guaranteed financing available to eligible borrowers. As of September 30, 2020, we had assisted 1,632 new and existing clients secure approximately $363.6 million of PPP financing. The SBA pays a processing fee based on the balance of the financing outstanding at the time of final disbursement. The processing fees were as follows: five percent for loans of not more than $350 thousand, three percent for loans of more than $350 thousand and less than $2 million, and one percent for loans of at least $2 million. Net processing fees in the amount of $11.0 million are being deferred and recognized as interest income on a level yield method over the life of the respective loans.

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

On April 15, 2020, we executed a PPPL Facility Agreement with the Federal Reserve Bank of Minneapolis. The PPP loans guaranteed by the SBA are eligible to serve as collateral for the PPPL Facility. The PPPL Facility provided us with additional liquidity, if necessary, to facilitate lending to small businesses under the PPP. As of September 30, 2020, we have not had a need to utilize the PPPL Facility.

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

General

The following discussion explains our financial condition and results of operations as of and for the three and nine months ended September 30, 2020 and 2019. Annualized results for this interim period may not be indicative of results for the full year or future periods. The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes presented elsewhere in this report and the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on March 26, 2020.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements concerning plans, estimates, calculations, forecasts and projections with respect to the anticipated future performance of Alerus Financial Corporation. These statements are often, but not always, identified by words such as “may”, “might”, “should”, “could”, “predict”, “potential”, “believe”, “expect”, “continue”, “will”, “anticipate”, “seek”, “estimate”, “intend”, “plan”, “projection”, “would”, “annualized”, “target” and “outlook”, or the negative version of those words or other comparable words of a future or forward-looking nature. Examples of forward-looking statements include, among others, statements we make regarding our projected growth, anticipated future financial performance, financial condition, credit quality and management’s long-term performance goals and the future plans and prospects of Alerus Financial Corporation.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

●	the effects of the COVID-19 pandemic, including its effects on the economic environment, our clients and our operations, as well as any changes to federal, state, or local government laws, regulations, or orders in connection with the pandemic;
●	our ability to successfully manage credit risk and maintain an adequate level of allowance for loan losses;
---	---
●	new or revised accounting standards, including as a result of the future implementation of the new Current Expected Credit Loss standard;
---	---
●	business and economic conditions generally and in the financial services industry, nationally and within our market areas;
---	---
●	the overall health of the local and national real estate market;
---	---
●	concentrations within our loan portfolio;
---	---
●	the level of nonperforming assets on our balance sheet;
---	---
●	our ability to implement our organic and acquisition growth strategies;
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●	the impact of economic or market conditions on our fee-based services;
●	our ability to continue to grow our retirement and benefit services business;
---	---
●	our ability to continue to originate a sufficient volume of residential mortgages;
---	---
●	our ability to manage mortgage pipeline risk;
---	---
●	the occurrence of fraudulent activity, breaches or failures of our information security controls or cybersecurity-related incidents;
---	---
●	interruptions involving our information technology and telecommunications systems or third-party servicers;
---	---
●	potential losses incurred in connection with mortgage loan repurchases;
---	---
●	the composition of our executive management team and our ability to attract and retain key personnel;
---	---
●	rapid technological change in the financial services industry;
---	---
●	increased competition in the financial services industry;
---	---
●	our ability to successfully manage liquidity risk;
---	---
●	the effectiveness of our risk management framework;
---	---
●	the commencement and outcome of litigation and other legal proceedings and regulatory actions against us or to which we may become subject;
---	---
●	potential impairment to the goodwill we recorded in connection with our past acquisitions;
---	---
●	the extensive regulatory framework that applies to us;
---	---
●	the impact of recent and future legislative and regulatory changes;
---	---
●	interest rate risks associated with our business;
---	---
●	fluctuations in the values of the securities held in our securities portfolio;
---	---
●	governmental monetary, trade and fiscal policies;
---	---
●	severe weather, natural disasters, widespread disease or pandemics, such as the COVID-19 pandemic, acts of war or terrorism, or other adverse external events;
---	---
●	any material weaknesses in our internal control over financial reporting;
---	---
●	developments and uncertainty related to the future use and availability of some reference rates, such as the London Interbank Offered Rate, as well as other alternative reference rates;
---	---
●	our success at managing the risks involved in the foregoing items; and
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●	any other risks described in the “Risk Factors” section of this report and in other reports filed by Alerus Financial Corporation with the Securities and Exchange Commission.

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

Overview

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

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

Critical Accounting Policies

Our consolidated financial statements are prepared based on the application of accounting policies generally accepted in the United States, or GAAP. The preparation of our consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates are based upon historical experience and on various other assumptions that management believes are reasonable under current circumstances. These estimates form the basis for making judgments about the carrying value of certain assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates under different assumptions or conditions. The estimates and judgments that management believes have the most effect on the Company’s reported financial position and results of operations are set forth in Note 1 – Significant Accounting Policies of the Notes to the Consolidated Statements, included in our Annual Report on Form 10-K for the year ended December 31, 2019. There have been no significant changes in critical accounting policies or the assumptions and judgments utilized in applying these policies since December 31, 2019.

The JOBS Act permits the Company an extended transition period for complying with new or revised accounting standards affecting public companies. The Company has elected to take advantage of this extended transition period, which means that the financial statements included in this report, as well as any financial statements filed in the future, will not be subject to all new or revised accounting standards generally applicable to public companies for the transition period for so long as the Company remains an emerging growth company or until the Company affirmatively and irrevocably opts out of the extended transition period under the JOBS Act.

Recent Developments

Impact of COVID-19

The progression of the COVID-19 pandemic in the United States has not had an adverse impact on our financial condition and results of operations as of and for the three and nine months ended September 30, 2020, but it is expected to have a complex and significant impact on the economy, the banking industry and our Company in future fiscal periods, all subject to a high degree of uncertainty.

Effects on Our Market Areas. Our primary banking market areas are the states of North Dakota, Minnesota, and Arizona. Our retirement and benefit services business serves clients in all 50 states. We offer retirement and benefit 39

Table of Contents services at all of our banking offices located in our three primary market areas. In addition, we operate two retirement and benefits services offices in Minnesota, two in Michigan and one in New Hampshire.

In Minnesota, the Governor ordered individuals to stay at home and non-essential businesses to cease all activities, in each case subject to limited exceptions. This order went into effect on March 28, 2020, and was in effect until May 18, 2020. The state has now implemented a four phase stay safe plan to reopen businesses in the area. Similarly, in Arizona, the Governor ordered individuals to stay at home and non-essential businesses to cease all activities, in each case subject to limited exceptions. This order went into effect on March 31, 2020, and expired on May 15, 2020, and the Governor announced new guidance for protecting businesses and their customers as they reopen. The state has implemented a four phase reopening plan that requires benchmarks be met for a certain period of time before transitioning from one phase to another. In North Dakota, the Governor did not issue an order requiring individuals to stay at home, but placed certain restrictions on bars, restaurants and gyms. These orders have been lifted and North Dakota is now working toward a “Smart Restart” program to encourage businesses to open safely and take precautions to slow the spread of COVID-19. In response to these orders, the Bank has been serving its customers through its drive-up windows at various branch locations and through online and mobile banking. The Bank is also permitting certain visits to its branches on a limited basis and by appointment only. In Minnesota and Arizona, the Bank is offering appointments to our customers to meet us with safeguards in place that materially comply with CDC guidance. In North Dakota, certain offices have re-opened for business with safeguards in place that materially comply with CDC guidance.

Each state has experienced a dramatic and sudden increase in unemployment levels as a result of the curtailment of business activities. According to data released by the U.S. Department of Labor, initial claims for unemployment insurance have spiked in recent months in each of the states in our banking markets, a trend we expect to continue for the foreseeable future until restrictions are lifted. To date, many of the public health and economic effects of COVID-19 have been concentrated in the largest U.S. cities, such as New York, but we are beginning to see similar effects in smaller cities and communities, where many of our banking operations are focused.

Policy and Regulatory Developments. Federal, state and local governments and regulatory authorities have enacted and issued a range of policy responses to the COVID-19 pandemic, including the following:

●	The Federal Reserve decreased the range for the Federal Funds Target Rate by 0.50% on March 3, 2020, and by another 1.00% on March 16, 2020, reaching a current range of 0.00 – 0.25%.
●	On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act, or CARES Act, which established a $2.0 trillion economic stimulus package, including cash payments to individuals, supplemental unemployment insurance benefits and a $349 billion loan program administered through the U.S. Small Business Administration, or SBA, referred to as the paycheck protection program, or PPP. On April 24, 2020, an additional $310 billion in funding for PPP loans was authorized, with such funds available for PPP loans beginning on April 27, 2020. In addition, the CARES Act provides financial institutions the option to temporarily suspend certain requirements under GAAP related to TDRs for a limited period of time to account for the effects of COVID-19. See “NOTE 4 Loans and Allowance for Loan Losses” for additional discussion regarding TDRs.
---	---
●	On April 7, 2020, federal banking regulators issued a revised Interagency Statement on Loan Modifications and Reporting for Financial Institutions, which, among other things, encouraged financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations because of the effects of COVID-19, and stated that institutions generally do not need to categorize COVID-19-related modifications as TDRs and that the agencies will not direct supervised institutions to automatically categorize all COVID-19 related loan modifications as TDRs. See “NOTE 4 Loans and Allowance for Loan Losses” for additional discussion regarding TDRs.
---	---
●	On April 9, 2020, the Federal Reserve announced additional measures aimed at supporting small and midsized business, as well as state and local governments impacted by COVID-19. The Federal Reserve announced the Main Street Business Lending Program, which established two new loan facilities intended to facilitate lending to small and midsized businesses: (1) the Main Street New Loan Facility, or MSNLF,
---	---

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and (2) the Main Street Expanded Loan Facility, or MSELF. MSNLF loans are unsecured term loans originated on or after April 8, 2020, while MSELF loans are provided as upsized tranches of existing loans originated before April 8, 2020. The combined size of the program is $600 billion.
●	On August 3, 2020, the FFIEC issued a joint statement on Additional Loan Accommodations Related to COVID-19, which, among other things, encouraged financial institutions to consider prudent additional loan accommodation options when borrowers are unable to meet their obligations due to continuing financial challenges. Accommodation options should be based on prudent risk management and consumer protection principles.
---	---
●	In addition to the policy responses described above, the federal bank regulatory agencies, along with their state counterparts, have issued a stream of guidance in response to the COVID-19 pandemic and have taken a number of unprecedented steps to help banks navigate the pandemic and mitigate its impact. These include, without limitation: requiring banks to focus on business continuity and pandemic planning; adding pandemic scenarios to stress testing; encouraging bank use of capital buffers and reserves in lending programs; permitting certain regulatory reporting extensions; reducing margin requirements on swaps; permitting certain otherwise prohibited investments in investment funds; issuing guidance to encourage banks to work with customers affected by the pandemic and encourage loan workouts; and providing credit under the Community Reinvestment Act, or CRA, for certain pandemic-related loans, investments and public service. Moreover, because of the need for social distancing measures, the agencies have revamped the manner in which they conduct periodic examinations of their regulated institutions, including making greater use of off-site reviews. The Federal Reserve also issued guidance encouraging banking institutions to utilize their discount window for loans and intraday credit extended by their Reserve Banks to help households and businesses impacted by the pandemic and announced numerous funding facilities. The FDIC has also acted to mitigate the deposit insurance assessment effects of participating in the PPP and the PPPL Facility and Money Market Mutual Fund Liquidity Facility.
---	---

Effects on Our Business. We currently expect that the COVID-19 pandemic and the specific developments referred to above will continue to have a significant impact on our business. In particular, we anticipate that a significant portion of the Bank’s borrowers in the retail, restaurant, and hospitality industries will continue to endure significant economic distress, which could cause them to draw on their existing lines of credit and could adversely affect their ability and willingness to repay existing indebtedness, and is expected to adversely impact the value of collateral. These developments, together with economic conditions generally, are also expected to impact our commercial real estate portfolio, particularly with respect to real estate with exposure to these industries, our consumer loan business and loan portfolio, and the value of certain collateral securing our loans. In addition, we expect to see decreases in our total assets under administration and assets under management and a decrease in mortgage loan originations. As a result, we anticipate that our financial condition, capital levels and results of operations will be significantly and adversely affected, as described in this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Our Response. We have taken numerous steps in response to the COVID-19 pandemic, including the following:

●

First and foremost, we have prioritized the safety, health and well-being of our employees, clients and communities. We have implemented a work from home policy and certain of our offices remain closed. We continue to effectively serve our clients in all markets; virtually, digitally, via drive-thru and in-person as conditions allow. Our work place strategy includes various phases of expanding service to clients, reopening offices, and determining long-term work arrangements for employees. This approach allows us to incrementally expand in-person services to clients and provides flexibility between markets based on local conditions, guidelines, and restrictions.

●

We offered payment deferrals and interest only payment options for consumer, small business, and commercial customers for initial terms of up to 90 days. We offered payment extensions for mortgage customers for initial terms of up to 90 days. As of September 30, 2020, we had executed 552 loan deferrals representing $151.4 million. Of those loans, 27 loans with a total outstanding principal balance of $16.9

---

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million have been granted second deferrals, 56 loans with a total outstanding principal balance of $12.0 million remain on the first deferral and the remaining loans have been returned to a normal payment status.
●	The Business Continuity Planning COVID-19 Response team and Alerus leadership teams meet regularly to manage the Company’s response to the pandemic and the effect on our business. In addition, a cross functional task force team meets regularly to address specific issues such as employee and client communications, facilities, reopening offices, and long-term work arrangements. The Risk Committee of the Board meets regularly with management to receive updates on the Company’s response and discuss the effect on our business.
---	---
●	We participated in the SBA’s PPP. As of September 30, 2020, we had assisted 1,632 borrowers receive approval for funding of $363.6 million in PPP loans. As of October 22, 2020, we had submitted to the SBA 79 forgiveness applications totaling $51.7 million. We have not yet received any decisions from the SBA on the applications submitted, and no forgiveness has been granted as of that date.
---	---
●	In addition, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019, we will not be permitted to make capital distributions (including dividends and repurchases of stock) or pay discretionary bonuses to executive officers without restriction if we do not maintain 2.5% in Common Equity Tier 1 Capital attributable to a capital conservation buffer.
---	---

Shareholder Dividend and Stock Repurchases

On July 23, 2020, the Company’s Board of Directors declared a quarterly cash dividend of $0.15 per common share. This dividend was paid out on October 9, 2020, to stockholders of record at the close of business on September 18, 2020.

Although the Board of Directors is closely monitoring the impacts of the COVID-19 pandemic, it is the current expectation and intent of the Board of Directors to continue with a quarterly cash dividend.

We currently do not have an authorized stock repurchase program, but the Company does repurchase shares to pay withholding taxes on the vesting of restricted stock awards and units. 42

Table of Contents Operating Results Overview

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


		Three months ended									Nine months ended
		September 30,			June 30,			September 30,			September 30,			September 30,
(dollars and shares in thousands, except per share data)	****	2020		****	2020		****	2019		****	2020		****	2019		****
Performance Ratios
Return on average total assets			2.42	%		1.68	%		1.29	%		1.71	%		1.34	%
Return on average common equity			22.31	%		15.30	%		12.42	%		15.17	%		13.74	%
Return on average tangible common equity (1)			26.67	%		18.88	%		17.01	%		18.70	%		19.24	%
Noninterest income as a % of revenue			67.53	%		65.55	%		61.29	%		64.58	%		60.14	%
Net interest margin (taxable-equivalent basis) (1)			3.17	%		3.14	%		3.69	%		3.22	%		3.72	%
Efficiency ratio (1)			58.42	%		66.31	%		75.17	%		66.22	%		73.06	%
Net charge-offs/(recoveries) to average loans			(0.11)	%		0.66	%		(0.06)	%		0.15	%		0.37	%
Dividend payout ratio			15.15	%		23.08	%		29.17	%		23.20	%		28.19	%
Per Common Share
Earnings per common share - basic		$	1.01		$	0.66		$	0.49		$	1.98		$	1.53
Earnings per common share - diluted		$	0.99		$	0.65		$	0.48		$	1.94		$	1.49
Dividends declared per common share		$	0.15		$	0.15		$	0.14		$	0.45		$	0.42
Tangible book value per common share (1)		$	16.31		$	15.30		$	13.77
Average common shares outstanding - basic			17,121			17,111			14,274			17,101			13,957
Average common shares outstanding - diluted			17,453			17,445			14,626			17,435			14,317
Other Data
Retirement and benefit services assets under administration/management		$	30,470,645		$	30,093,095		$	30,661,226
Wealth management assets under administration/management			3,043,173			2,957,213			2,765,459
Mortgage originations			511,605			431,638			313,527		$	1,171,811		$	685,178

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

Selected Financial Data

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


		Three months ended									Nine months ended
		September 30,			June 30,			September 30,			September 30,			September 30,
(dollars in thousands)	****	2020		****	2020		****	2019		****	2020		****	2019
Selected Average Balance Sheet Data
Loans		$	2,034,778		$	1,986,028		$	1,691,542		$	1,917,894		$	1,715,629
Investment securities			443,705			369,247			257,561			383,591			255,903
Assets			2,908,144			2,740,330			2,176,862			2,690,182			2,185,868
Deposits			2,454,865			2,329,192			1,763,217			2,270,781			1,779,610
Short-term borrowings			—			321			87,201			107			95,489
Long-term debt			58,739			58,747			58,776			58,747			58,798
Stockholders’ equity			314,921			301,719			226,931			303,825			212,911

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		September 30,			June 30,			December 31,			September 30,
(dollars in thousands)	****	2020		****	2020		****	2019		****	2019
Selected Period End Balance Sheet Data
Loans		$	2,058,419		$	2,034,197		$	1,721,279		$	1,686,087
Allowance for loan losses			(31,337)			(27,256)			(23,924)			(22,984)
Investment securities			495,414			393,727			313,158			281,391
Assets			2,898,809			2,875,457			2,356,878			2,228,311
Deposits			2,462,370			2,453,153			1,971,316			1,833,113
Long-term debt			58,745			58,754			58,769			58,775
Total stockholders’ equity			322,003			305,732			285,728			281,403


		Three months ended									Nine months ended
		September 30,			June 30,			September 30,			September 30,			September 30,
(dollars in thousands)	****	2020		****	2020		****	2019		****	2020		****	2019
Selected Income Statement Data
Net interest income		$	21,765		$	20,091		$	18,681		$	60,693		$	56,092
Provision for loan losses			3,500			3,500			1,498			9,500			5,515
Noninterest income			45,256			38,230			29,580			110,675			84,638
Noninterest expense			40,214			39,734			37,327			116,674			106,102
Income before income taxes			23,307			15,087			9,436			45,194			29,113
Income tax expense			5,648			3,613			2,332			10,698			7,225
Net income		$	17,659		$	11,474		$	7,104		$	34,496		$	21,888

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

In addition to the results presented in accordance with GAAP, we routinely supplement our evaluation with an analysis of certain non-GAAP financial measures. These non-GAAP financial measures include the ratio of tangible common equity to tangible assets, tangible book value per common share, return on average tangible common equity, net interest margin (tax-equivalent), and the efficiency ratio. Management uses these non-GAAP financial measures in its analysis of its performance, and believes financial analysts and others frequently use these measures, and other similar measures, to evaluate capital adequacy. Management calculates: (i) tangible common equity as total common stockholders' equity less goodwill and other intangible assets; (ii) tangible common equity per share as tangible common equity divided by shares of common stock outstanding; (iii) tangible assets as total assets, less goodwill and other intangible assets; (iv) return on average tangible common equity as net income adjusted for intangible amortization net of tax, divided by average tangible common equity; (v) net interest margin (tax-equivalent) as net interest income plus a tax-equivalent adjustment, divided by average earning assets; and (vi) efficiency ratio as noninterest expense less intangible amortization expense, divided by net interest income plus noninterest income plus a tax-equivalent adjustment. 44

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


	****	September 30,			June 30,			December 31,			September 30,
	****	2020			2020			2019			2019		****
Tangible common equity to tangible assets
Total common stockholders’ equity		$	322,003		$	305,732		$	285,728		$	281,403
Less: Goodwill			27,329			27,329			27,329			27,329
Less: Other intangible assets			15,421			16,411			18,391			19,382
Tangible common equity (a)			279,253			261,992			240,008			234,692
Total assets			2,898,809			2,875,457			2,356,878			2,228,311
Less: Goodwill			27,329			27,329			27,329			27,329
Less: Other intangible assets			15,421			16,411			18,391			19,382
Tangible assets (b)			2,856,059			2,831,717			2,311,158			2,181,600
Tangible common equity to tangible assets (a)/(b)			9.78	%		9.25	%		10.38	%		10.76	%
Tangible book value per common share
Total common stockholders’ equity		$	322,003		$	305,732		$	285,728		$	281,403
Less: Goodwill			27,329			27,329			27,329			27,329
Less: Other intangible assets			15,421			16,411			18,391			19,382
Tangible common equity (c)			279,253			261,992			240,008			234,692
Total common shares issued and outstanding (d)			17,122			17,120			17,050			17,049
Tangible book value per common share (c)/(d)		$	16.31		$	15.30		$	14.08		$	13.77


		Three months ended									Nine months ended
		September 30,			June 30,			September 30,			September 30,			September 30,
	****	2020		****	2020		****	2019		****	2020		****	2019		****
Return on average tangible common equity
Net income		$	17,659		$	11,474		$	7,104		$	34,496		$	21,888
Add: Intangible amortization expense (net of tax)			782			783			782			2,347			2,442
Net income, excluding intangible amortization (e)			18,441			12,257			7,886			36,843			24,330
Average total equity			314,921			301,719			226,931			303,825			212,911
Less: Average goodwill			27,329			27,329			27,329			27,329			27,329
Less: Average other intangible assets (net of tax)			12,565			13,345			15,697			13,343			16,502
Average tangible common equity (f)			275,027			261,045			183,905			263,153			169,080
Return on average tangible common equity (e)/(f)			26.67	%		18.88	%		17.01	%		18.70	%		19.24	%
Net interest margin (tax-equivalent)
Net interest income		$	21,765		$	20,091		$	18,681		$	60,693		$	56,092
Tax-equivalent adjustment			116			109			81			325			257
Tax-equivalent net interest income (g)			21,881			20,200			18,762			61,018			56,349
Average earning assets (h)			2,744,758			2,584,037			2,017,198			2,534,038			2,024,814
Net interest margin (tax-equivalent) (g)/(h)			3.17	%		3.14	%		3.69	%		3.22	%		3.72	%
Efficiency ratio
Noninterest expense		$	40,214		$	39,734		$	37,327		$	116,674		$	106,102
Less: Intangible amortization expense			990			991			990			2,971			3,091
Adjusted noninterest expense (i)			39,224			38,743			36,337			113,703			103,011
Net interest income			21,765			20,091			18,681			60,693			56,092
Noninterest income			45,256			38,230			29,580			110,675			84,638
Tax-equivalent adjustment			116			109			81			325			257
Total tax-equivalent revenue (j)			67,137			58,430			48,342			171,693			140,987
Efficiency ratio (i)/(j)			58.42	%		66.31	%		75.17	%		66.22	%		73.06	%

Table of Contents Discussion and Analysis of Results of Operations

Net Income

Net income for the three months ended September 30, 2020 was $17.7 million, or $0.99 per diluted common share, a $10.6 million increase as compared to $7.1 million, or $0.48 per diluted common share, for the three months ended September 30, 2019. This increase in net income was primarily due to a $15.7 million increase in noninterest income and a $3.1 million increase in net interest income, partially offset by increases of $2.9 million in noninterest expense, $2.0 million in provision expense, and $3.3 million in income tax expense. The increase in noninterest income was primarily due to a $14.1 million increase in mortgage banking revenue due to an increase in mortgage originations. The increase in noninterest expense was primarily attributable to an increase in compensation expense related to the increase in mortgage originations.

Net income for the nine months ended September 30, 2020 was $34.5 million, or $1.94 per diluted common share, compared to $21.9 million, or $1.49 per diluted common share, for the nine months ended September 30, 2019. The increase of $12.6 million was due to increases of $26.0 million in noninterest income and $4.6 million in net interest income, partially offset by increases of $10.6 million in noninterest expense and $3.5 million in income tax expense. The increase in noninterest income was primarily due to a $25.1 million increase in mortgage banking revenue as a result of a $486.6 million increase in mortgage originations. The increase in noninterest expense was primarily attributable to an increase in compensation expense related to the increase in mortgage originations.

Net Interest Income

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

In response to the COVID-19 pandemic, the Federal Reserve decreased the targeted federal funds rate by a total of 150 basis points in March 2020. This decrease impacts the comparability of net interest income between 2019 and 2020. We anticipate that our interest income will be significantly and adversely affected in future periods as a result of the COVID-19 pandemic, including as a result of the effects of lower interest rates.

Net interest income for the three months ended September 30, 2020 was $21.8 million, an increase of $3.1 million from $18.7 million for the three months ended September 30, 2019. The three months ended September 30, 2020 included a $2.4 million decrease in interest expense compared to the same period in 2019 and a $664 thousand increase in interest income. The decrease in interest expense was primarily driven by a decrease of $1.8 million in deposit interest expense and a decrease of $539 thousand in interest expense on short-term borrowings. The decrease in deposit interest expense for the three months ended September 30, 2020, compared to the same period 2019 was driven primarily by a 72 basis point reduction in the average rate paid on interest-bearing deposits, partially offset by a $495.2 million increase in the average balance of interest-bearing deposits. The decrease in interest expense on short-term borrowings for the three months ended September 30, 2020, was primarily due to an $87.2 million decrease in the average balance in short-term borrowings. The increase in interest income was primarily driven by a $674 thousand increase in interest income from investment securities as a result of a $186.1 million increase in the average balance of investment securities.

Net interest income for the nine months ended September 30, 2020 was $60.7 million, an increase of $4.6 million from $56.1 million for the nine months ended September 30, 2019. The increase in net interest income was primarily driven by a decrease of $4.1 million in interest expense as well as a $488 thousand increase in interest income. The decrease in interest expense was driven by a $2.2 million decrease in deposit interest expense. The increase in interest income was primarily driven by a $1.6 million increase in interest income from investment securities, partially offset by a $1.3 million decrease in interest and fees on loans. The decrease in interest expense on deposits was due to a 39 basis point reduction in the average rate paid on interest-bearing deposits, partially offset by a $336.0 million increase in the average balance of interest-bearing deposits. The increase in interest income from investment securities was 46

Table of Contents primarily due to a $127.7 increase in the average balance of investment securities. The decrease in interest and fees on loans was primarily driven by a 66 basis point decrease in the average yield on total loans.

Our net interest margin (on a fully tax-equivalent, or FTE, basis) for the three months ended September 30, 2020 was 3.17%, compared to 3.69% for the same period in 2019. The decrease in net interest margin from the third quarter of 2019 was due to a 112 basis point lower average earning asset yield, partially offset by an 84 basis point decrease in the average rate paid on interest-bearing liabilities. The decrease in the average earning asset yield was primarily due to an 86 basis point decrease in the average yield on total loans. The decline in loan yield was primarily due to the addition of PPP loan balances which averaged $348.1 million during the quarter with a yield of 3.64%. The decrease in the average rate paid on total interest-bearing liabilities was primarily due to a 100 basis point decrease in the average rate paid on money market and savings deposits.

Our net interest margin (FTE) for the nine months ended September 30, 2020 was 3.22%, compared to 3.72% for the same period in 2019. The decrease in net interest margin was primarily attributable to a 92 basis point decrease on the average earning asset yield, partially offset by a 52 basis point decrease in the average rate on interest-bearing liabilities. The decrease in the average earning asset yield was primarily due to a 66 basis point reduction in the average yield on total loans. The decline in loan yield was primarily due to PPP loan balances which averaged $207.8 million for the nine months ended September 30, 2020 with a yield of 3.37%.The decrease in average rate on interest-bearing liabilities was the result of a 57 basis point decrease in the average rate on money market and savings deposits and a $95.4 million decrease in the average balance on short-term borrowings.

As a result of the recent reductions in the target federal funds interest rate, as well as the impact of the COVID-19 pandemic and related future loan charge-offs that we expect to incur, we anticipate that our net interest income and net interest margin FTE will decrease in future periods. These decreases will be partially offset by the processing fees received from PPP financing, which fees are being deferred and recognized as an adjustment to interest income over the life of the loans. 47

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


	Three months ended September 30,
	2020						2019
			Interest		Average				Interest		Average
	Average		Income/		Yield/		Average		Income/		Yield/
(dollars in thousands)	Balance		Expense		Rate		Balance		Expense		Rate
Interest Earning Assets
Interest-bearing deposits with banks	$	169,770	$	51	0.12	%	$	12,998	$	83	2.53	%
Investment securities (1)		443,705		2,274	2.04	%		257,561		1,580	2.43	%
Loans held for sale		90,634		555	2.44	%		45,794		359	3.11	%
Loans
Commercial:
Commercial and industrial		782,853		8,543	4.34	%		494,081		6,830	5.48	%
Real estate construction		32,747		368	4.47	%		25,137		352	5.56	%
Commercial real estate		525,514		5,315	4.02	%		439,751		5,866	5.29	%
Total commercial		1,341,114		14,226	4.22	%		958,969		13,048	5.40	%
Consumer
Residential real estate first mortgage		460,995		4,588	3.96	%		454,971		4,789	4.18	%
Residential real estate junior lien		153,326		1,749	4.54	%		184,124		2,611	5.63	%
Other revolving and installment		79,343		897	4.50	%		93,478		1,117	4.74	%
Total consumer		693,664		7,234	4.15	%		732,573		8,517	4.61	%
Total loans (1)		2,034,778		21,460	4.20	%		1,691,542		21,565	5.06	%
Federal Reserve/FHLB Stock		5,871		65	4.40	%		9,303		119	5.07	%
Total interest earning assets		2,744,758		24,405	3.54	%		2,017,198		23,706	4.66	%
Noninterest earning assets		163,386						159,664
Total assets	$	2,908,144					$	2,176,862
Interest-Bearing Liabilities
Interest-bearing demand deposits	$	589,633	$	395	0.27	%	$	424,896	$	522	0.49	%
Money market and savings deposits		961,669		781	0.32	%		649,190		2,162	1.32	%
Time deposits		204,969		507	0.98	%		187,023		822	1.74	%
Short-term borrowings		—		—	—	%		87,201		539	2.46	%
Long-term debt		58,739		841	5.70	%		58,776		899	6.07	%
Total interest-bearing liabilities		1,815,010		2,524	0.55	%		1,407,086		4,944	1.39	%
Noninterest-Bearing Liabilities and Stockholders' Equity
Noninterest-bearing deposits		698,594						502,108
Other noninterest-bearing liabilities		79,619						40,737
Stockholders’ equity		314,921						226,931
Total liabilities and stockholders’ equity	$	2,908,144					$	2,176,862
Net interest income			$	21,881					$	18,762
Net interest rate spread					2.99	%					3.27	%
Net interest margin on FTE basis (2)					3.17	%					3.69	%

(1)	Taxable equivalent adjustment was calculated utilizing a marginal income tax rate of 21.0 percent.
(2)	Represents a non-GAAP financial measure. See “Non-GAAP to GAAP Reconciliations and Calculation of Non-GAAP Financial Measures.”
---	---

Table of Contents


		Nine months ended September 30,
		2020								2019
	****			****	Interest		****	Average	****			****	Interest		****	Average	****
		Average			Income/			Yield/		Average			Income/			Yield/
(dollars in thousands)		Balance			Expense			Rate		Balance			Expense			Rate
Interest Earning Assets
Interest-bearing deposits with banks		$	162,134		$	615		0.51	%	$	12,910		$	231		2.39	%
Investment securities (1)			383,591			6,398		2.23	%		255,903			4,803		2.51	%
Loans held for sale			64,555			1,274		2.64	%		30,734			745		3.24	%
Loans
Commercial:
Commercial and industrial			667,742			22,397		4.48	%		509,806			20,966		5.50	%
Real estate construction			30,385			1,055		4.64	%		23,532			975		5.54	%
Commercial real estate			515,761			16,646		4.31	%		444,964			16,768		5.04	%
Total commercial			1,213,888			40,098		4.41	%		978,302			38,709		5.29	%
Consumer
Residential real estate first mortgage			460,505			13,968		4.05	%		455,898			14,496		4.25	%
Residential real estate junior lien			163,332			5,921		4.84	%		186,744			8,028		5.75	%
Other revolving and installment			80,169			2,751		4.58	%		94,685			3,286		4.64	%
Total consumer			704,006			22,640		4.30	%		737,327			25,810		4.68	%
Total loans (1)			1,917,894			62,738		4.37	%		1,715,629			64,519		5.03	%
Federal Reserve/FHLB Stock			5,864			201		4.58	%		9,638			372		5.16	%
Total interest earning assets			2,534,038			71,226		3.75	%		2,024,814			70,670		4.67	%
Noninterest earning assets			156,144								161,054
Total assets		$	2,690,182							$	2,185,868
Interest-Bearing Liabilities
Interest-bearing demand deposits		$	528,024		$	1,328		0.34	%	$	423,181		$	1,415		0.45	%
Money market and savings deposits			889,039			4,363		0.66	%		675,921			6,217		1.23	%
Time deposits			201,747			1,942		1.29	%		183,686			2,170		1.58	%
Short-term borrowings			107			—		—	%		95,489			1,805		2.53	%
Long-term debt			58,747			2,575		5.85	%		58,798			2,714		6.17	%
Total interest-bearing liabilities			1,677,664			10,208		0.81	%		1,437,075			14,321		1.33	%
Noninterest-Bearing Liabilities and Stockholders' Equity
Noninterest-bearing deposits			651,971								496,822
Other noninterest-bearing liabilities			56,722								39,060
Stockholders’ equity			303,825								212,911
Total liabilities and stockholders’ equity		$	2,690,182							$	2,185,868
Net interest income					$	61,018							$	56,349
Net interest rate spread								2.94	%							3.34	%
Net interest margin on FTE basis (2)								3.22	%							3.72	%

(1)	Taxable equivalent adjustment was calculated utilizing a marginal income tax rate of 21.0 percent.
(2)	Represents a non-GAAP financial measure. See “Non-GAAP to GAAP Reconciliations and Calculation of Non-GAAP Financial Measures.”
---	---

Interest Rates and Operating Interest Differential

Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest earning assets and interest-bearing liabilities, as well as changes in average interest rates. The following table shows the effect that these factors had on the interest earned on our interest earning assets and the interest incurred on our interest-bearing liabilities. The effect of changes in volume is determined by multiplying the 49

Table of Contents change in volume by the previous period’s average rate. Similarly, the effect of rate changes is calculated by multiplying the change in average rate by the previous period’s volume.


	Three Months Ended September 30, 2020						Nine months ended September 30, 2020
	Compared with						Compared with
	Three Months Ended September 30, 2019						Nine months ended September 30, 2019
	Change due to:				Interest		Change due to:				Interest
(tax-equivalent basis, dollars in thousands)	Volume		Rate		Variance		Volume		Rate		Variance
Interest earning assets
Interest-bearing deposits with banks	$	997	$	(1,029)	$	(32)	$	2,670	$	(2,286)	$	384
Investment securities		1,137		(443)		694		2,399		(804)		1,595
Loans held for sale		351		(155)		196		820		(291)		529
Loans
Commercial:
Commercial and industrial		3,978		(2,265)		1,713		6,503		(5,072)		1,431
Real estate construction		106		(90)		16		284		(204)		80
Commercial real estate		1,140		(1,691)		(551)		2,671		(2,793)		(122)
Total commercial		5,224		(4,046)		1,178		9,458		(8,069)		1,389
Consumer
Residential real estate first mortgage		63		(264)		(201)		147		(675)		(528)
Residential real estate junior lien		(436)		(426)		(862)		(1,008)		(1,099)		(2,107)
Other revolving and installment		(168)		(52)		(220)		(504)		(31)		(535)
Total consumer		(541)		(742)		(1,283)		(1,365)		(1,805)		(3,170)
Total loans		4,683		(4,788)		(105)		8,093		(9,874)		(1,781)
Federal Reserve/FHLB Stock		(44)		(10)		(54)		(146)		(25)		(171)
Total interest income		7,124		(6,425)		699		13,836		(13,280)		556
Interest-bearing liabilities
Interest-bearing demand deposits		203		(330)		(127)		353		(440)		(87)
Money market and savings deposits		1,037		(2,418)		(1,381)		1,962		(3,816)		(1,854)
Time deposits		78		(393)		(315)		214		(442)		(228)
Short-term borrowings		(539)		—		(539)		(1,807)		2		(1,805)
Long-term debt		(1)		(57)		(58)		(2)		(137)		(139)
Total interest expense		778		(3,198)		(2,420)		720		(4,833)		(4,113)
Change in net interest income	$	6,346	$	(3,227)	$	3,119	$	13,116	$	(8,447)	$	4,669

Provision for Loan Losses

The provision for loan losses is based upon our allowance methodology and is a charge to income that, in our judgment, is required to maintain an adequate allowance for incurred loan losses at each period-end. In assessing the adequacy of the allowance, management considers the size and quality of the loan portfolio measured against prevailing economic conditions, regulatory guidelines, and historical loan loss experience. However, there is no assurance that loan credit losses will not exceed the allowance, and any growth in the loan portfolio and the uncertainty of the general economy may require additional provisions in future periods.

We recorded a provision for loan losses of $3.5 million for the three months ended September 30, 2020, a $2.0 million increase compared to the $1.5 recorded for the three months ended September 30, 2019. The increase in provision expense was primarily due to allocations of reserves for the economic uncertainties related to COVID-19. We expect the provision for loan losses could increase in future periods based on our belief that the credit quality of our loan portfolio may decline, and loan defaults may increase, as a result of COVID-19.

We recorded a provision for loan losses of $9.5 million for the nine months ended September 30, 2020, a $4.0 million increase compared to the $5.5 million for the nine months ended September 30, 2019. The increase in provision expense was primarily due to allocations of reserves for the economic uncertainties related to COVID-19. 50

Table of Contents Noninterest Income

Our noninterest income is generated from four primary sources: (1) retirement and benefit services; (2) wealth management; (3) mortgage banking; and (4) other general banking services.

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


		Three months ended						Nine months ended
		September 30,						September 30,
(dollars in thousands)	****	2020		****	2019		****	2020		****	2019		****
Retirement and benefit services		$	15,104		$	15,307		$	45,034		$	46,142
Wealth management			4,486			3,896			12,644			11,385
Mortgage banking			22,269			8,135			44,860			19,739
Service charges on deposit accounts			355			447			1,075			1,321
Net gains (losses) on investment securities			1,428			48			2,722			357
Other			1,614			1,747			4,340			5,694
Total noninterest income		$	45,256		$	29,580		$	110,675		$	84,638
Noninterest income as a % of revenue			67.53	%		61.29	%		64.58	%		60.14	%

Total noninterest income for the three months ended September 30, 2020 was $45.3 million, an increase of $15.7 million, or 53.0%, compared to $29.6 million for the three months ended September 30, 2019. The increase in noninterest income was primarily due to an increase of $14.1 million in mortgage banking revenue, a $1.4 million increase in net gains and losses on investment securities, and a $590 thousand increase in wealth management revenue, partially offset by a $203 thousand decrease in retirement and benefit services revenue. Mortgage banking revenue increased primarily due to a $198.1 million increase in mortgage originations along with a 75 basis point increase in the gain on sale margin. Wealth management revenue increased as a result of an increase in the average balance of assets under administration/management. The decrease in retirement and benefit services revenue was primarily due to a $347 thousand decrease in asset based fees.

Total noninterest income for the nine months ended September 30, 2020 was $110.7 million, an increase of $26.0 million or 30.8%, compared to $84.6 million for the nine months ended September 30, 2019. The increase in noninterest income was primarily driven by an increase of $25.1 million in mortgage banking revenue and a $2.4 million increase in net gains and losses on investment securities, partially offset by a $1.4 million decrease in other noninterest income. Mortgage banking revenue increased as mortgage originations increased from $685.2 million for the nine months ended September 30, 2019 to $1.17 billion for the nine months ended September 30, 2020, along with a 35 basis point increase in the gain on sale margin. Other noninterest income decreased $1.4 million for the nine months ended September 30 of 2020 due to a $1.5 million gain on the sale of a branch that occurred in 2019.

We anticipate that our noninterest income will be significantly adversely affected in future periods as a result of the COVID-19 pandemic and the related decline in global economic conditions and significant volatility in the global stock markets. We expect retirement and benefit services asset based revenue will be adversely affected by reduced assets under administration and assets under management, waived transaction and participant related fees, and a decline in ESOP transaction fees. We expect wealth management asset based revenue will be adversely affected by reduced assets under administration and assets under management and we also expect increased unemployment and recessionary concerns will adversely affect mortgage originations and mortgage banking revenue in future periods.

Noninterest income as a percentage of total operating revenue, which consists of net interest income plus noninterest income, was 67.5% for the three months ended September 30, 2020, compared to 61.3% for the three months ended September 30, 2019. The increase was due to noninterest income increasing by 53.0% while net interest income increased by only 16.5%.

Noninterest income as a percentage of total operating revenue was 64.6% for the nine months ended September 30, 2020, compared to 60.1% for the nine months ended September 30, 2019. The increase was due to noninterest income increasing by 30.8% while net interest income increased by only 8.2%. 51

Table of Contents See “NOTE 14 Segment Reporting” for additional discussion regarding our business lines.

Noninterest Expense

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


		Three months ended						Nine months ended
		September 30,						September 30,
(dollars in thousands)	****	2020		****	2019		****	2020		****	2019
Compensation		$	22,740		$	20,041		$	62,684		$	54,997
Employee taxes and benefits			5,033			4,600			15,088			15,188
Occupancy and equipment expense			2,768			2,700			8,392			8,086
Business services, software and technology expense			4,420			4,224			13,384			12,044
Intangible amortization expense			990			990			2,971			3,091
Professional fees and assessments			1,031			1,051			3,231			3,146
Marketing and business development			929			890			2,088			2,024
Supplies and postage			247			631			1,625			2,027
Travel			26			435			338			1,335
Mortgage and lending expenses			1,231			751			3,466			1,966
Other			799			1,014			3,407			2,198
Total noninterest expense		$	40,214		$	37,327		$	116,674		$	106,102

Total noninterest expense for the three months ended September 30, 2020 was $40.2 million, an increase of $2.9 million, or 7.7%, compared to $37.3 million for the three months ended September 30, 2019. The increase in noninterest expense was driven by increases of $2.7 million in compensation expense, $480 thousand in mortgage and lending expenses, $433 thousand in employee taxes and benefits, and $196 thousand in business services, software and technology expense, partially offset by a $409 thousand decrease in travel and a $384 thousand decrease in supplies and postage. Increases in compensation, employee taxes and benefits and mortgage and lending expenses were a direct result of increases in mortgage originations. The increase in business services, software and technology expenses was a result of an increase in information technology service expenses related to our “One Alerus” initiative and additional equipment purchases. The decrease in travel was a direct result of COVID-19 and the decrease in supplies and postage was due to a transition to E-statements for our retirement and benefit services segment.

Total noninterest expense for the nine months ended September 30, 2020 was $116.7 million, an increase of $10.6 million, or 10.0%, compared to $106.1 million for the nine months ended September 30, 2019. The increase in noninterest expense was due to increases of $7.7 million in compensation expense, $1.5 million in mortgage and lending expense, $1.3 in business services, software and technology expense, and $1.2 million in other noninterest expense, partially offset by decreases of $1.0 million in travel and $402 thousand in supplies and postage. The increases in compensation and mortgage and lending expenses were a result of increased mortgage originations. The increase in business services, software and technology expense was due to our continued investment in software and technology related to our “One Alerus” initiative. The increase in other noninterest expense was primarily due to a $1.2 million increase in the provision for unfunded commitments. The decrease in travel was a direct result of COVID-19 and the decrease in supplies and postage was due to a transition to E-statements for our retirement and benefit services segment.

Income Tax Expense

Income tax expense is an estimate based on the amount we expect to owe the respective taxing authorities, plus the impact of deferred tax items. Accrued taxes represent the net estimated amount due, or to be received from, taxing authorities. In estimating accrued taxes, management assesses the relative merits and risks of the appropriate tax treatment of transactions, taking into account statutory, judicial, and regulatory guidance in the context of our tax position. If the final resolution of taxes payable differs from our estimates due to regulatory determination or legislative or judicial actions, adjustments to tax expense may be required. 52

Table of Contents For the three months ended September 30, 2020, we recognized income tax expense of $5.6 million on $23.3 million of pre-tax income, resulting in an effective tax rate of 24.2%, compared to income tax expense of $2.3 million on $9.4 million of pre-tax income for the three months ended September 30, 2019, resulting in an effective tax rate of 24.7%.

For the nine months ended September 30, 2020, we recognized income tax expense of $10.7 million on $45.2 million of pre-tax income, resulting in an effective tax rate of 23.7%, compared to income tax expense of $7.2 million on $29.1 million of pre-tax income for the nine months ended September, 2019, resulting in an effective tax rate of 24.8%. The decrease in the effective tax rate was primarily due to additional tax benefits from share-based compensation for the nine months ended September 30, 2020, as compared to the same period in 2019.

Financial Condition

Overview

Total assets were $2.9 billion as of September 30, 2020, an increase of $541.9 million, or 23.0%, as compared to December 31, 2019. The increase in total assets was primarily due to increases of $337.1 million in loans, $185.1 million in available-for-sale investments, $64.5 million in loans held for sale, and $15.3 million in other assets.

Loans

The loan portfolio represents a broad range of borrowers comprised of commercial and industrial, commercial real estate, residential real estate, and consumer financing loans. The goal of the overall portfolio mix is to diversify with approximately one third of the portfolio in each of the commercial and industrial, commercial real estate, and residential real estate categories. As of September 30, 2020, the portfolio mix was 38.3% commercial and industrial, 26.0% commercial real estate, 30.2% residential real estate and 5.5% in other categories. Commercial and industrial loans included $348.9 million of PPP loans as of September 30, 2020.

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


		September 30, 2020				December 31, 2019
				Percent of				Percent of		Change
(dollars in thousands)		Balance		Portfolio		Balance		Portfolio			Amount	****	Percent
Commercial	****
Commercial and industrial (1)		$	789,036	38.3	%	$	479,144	27.8	%	$	309,892		64.7	%
Real estate construction			33,169	1.6	%		26,378	1.5	%		6,791		25.7	%
Commercial real estate			535,216	26.0	%		494,703	28.8	%		40,513		8.2	%
Total commercial			1,357,421	65.9	%		1,000,225	58.1	%		357,196		35.7	%
Consumer
Residential real estate first mortgage			469,050	22.8	%		457,155	26.6	%		11,895		2.6	%
Residential real estate junior lien			152,487	7.4	%		177,373	10.3	%		(24,886)		(14.0)	%
Other revolving and installment			79,461	3.9	%		86,526	5.0	%		(7,065)		(8.2)	%
Total consumer			700,998	34.1	%		721,054	41.9	%		(20,056)		(2.8)	%
Total loans		$	2,058,419	100.0	%	$	1,721,279	100.0	%	$	337,140		19.6	%

(1)	Included PPP loans of $348.9 million at September 30, 2020.

Total loans outstanding were $2.06 billion as of September 30, 2020, an increase of $337.1 million, or 19.6%, from December 31, 2019. The increase was primarily due to increases of $309.9 million in commercial and industrial loans and $40.5 million in our commercial real estate loan portfolio, partially offset by a $20.1 million decrease in our consumer loan portfolio. The increase in commercial and industrial loans was due to an increase of $348.9 million in net PPP loans, offset by a decrease of $64.6 million, or 7.64% in operating line utilization. 53

Table of Contents Consistent with regulatory guidance urging banks to work with borrowers during this unprecedented situation and as outlined in the CARES Act, the Company offered a payment deferral program for its lending clients that are adversely affected by COVID-19. These deferrals were generally no more than 90 days in duration. As of September 30, 2020, the Company had executed 552 of these deferrals representing $151.4 million. Of those loans, 27 loans with a total outstanding principal balance of $16.9 million have been granted second deferrals, 56 loans with a total outstanding principal balance of $12.0 million remain on the first deferral and the remaining loans have been returned to a normal payment status. In accordance with the Interagency Statement on Loan Modifications and Reporting for Financial institutions as issued on April 7, 2020, these short-term deferrals were not considered TDRs. See “NOTE 4 Loans and Allowance for Loan Losses” to the consolidated financial statements for additional information regarding TDRs.

We anticipate that loan growth will slow down in the future for our commercial and industrial, commercial real estate, residential real estate, and consumer loan portfolios as a result of COVID-19 and the related decline in economic conditions in our market areas.

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


		September 30, 2020
					After one
		One year			but within			After
(dollars in thousands)	****	or less		****	five years		****	five years		****	Total
Commercial
Commercial and industrial		$	133,279		$	594,853		$	60,904		$	789,036
Real estate construction			3,229			12,393			17,547			33,169
Commercial real estate			41,059			223,196			270,961			535,216
Total commercial			177,567			830,442			349,412			1,357,421
Consumer
Residential real estate first mortgage			17,962			18,645			432,443			469,050
Residential real estate junior lien			17,021			54,292			81,174			152,487
Other revolving and installment			10,707			55,260			13,494			79,461
Total consumer			45,690			128,197			527,111			700,998
Total loans		$	223,257		$	958,639		$	876,523		$	2,058,419
Sensitivity of loans to changes in interest rates
Fixed interest rates					$	822,116		$	395,404
Floating interest rates						136,523			481,119
Total					$	958,639		$	876,523

As of September 30, 2020, 62.1% of the loan portfolio bore interest at fixed rates and 37.9% at floating rates. The expected life of our loan portfolio will differ from contractual maturities because borrowers may have the right to curtail or prepay their loans with or without penalties. Consequently, the table above includes information limited to contractual maturities of the underlying loans.

Asset Quality

Our strategy for credit risk management includes well-defined, centralized credit policies; uniform underwriting criteria; and ongoing risk monitoring and review processes for all commercial and consumer credit exposures. The strategy also emphasizes diversification on a geographic, industry, and client level; regular credit examinations; and management reviews of loans experiencing deterioration of credit quality. We strive to identify potential problem loans early, take necessary charge-offs promptly, and maintain adequate reserve levels for probable loan losses inherent in the portfolio. Management performs ongoing, internal reviews of any problem credits and continually assesses the adequacy of the allowance. We utilize an internal lending division, Special Credit Services, to develop and implement strategies for the management of individual nonperforming loans. 54

Table of Contents Credit Quality Indicators

Loans are assigned a risk rating and grouped into categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The risk ratings are aligned to pass and criticized categories. The criticized categories include special mention, substandard, and doubtful risk ratings. See “NOTE 4 Loans and Allowance for Loan Losses” to the consolidated financial statements for a definition of each of the risk ratings.

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


		September 30,			December 31,
(dollars in thousands)	****	2020		****	2019		****
Commercial
Commercial and industrial		$	29,228		$	30,838
Real estate construction			1,029			1,259
Commercial real estate			33,303			32,409
Total commercial			63,560			64,506
Consumer
Residential real estate first mortgage			1,882			797
Residential real estate junior lien			3,197			1,251
Other revolving and installment			—			6
Total consumer			5,079			2,054
Total loans		$	68,639		$	66,560
Criticized loans as a percent of total loans			3.33	%		3.87	%

The following table presents information regarding nonperforming assets as of September 30, 2020 and December 31, 2019:


		September 30,			December 31,
(dollars in thousands)	****	2020		****	2019		****
Nonaccrual loans		$	4,795		$	7,379
Accruing loans 90+ days past due			—			448
Total nonperforming loans			4,795			7,827
OREO and repossessed assets			10			8
Total nonperforming assets			4,805			7,835
Total restructured accruing loans			858			957
Total nonperforming assets and restructured accruing loans		$	5,663		$	8,792
Nonperforming loans to total loans			0.23	%		0.45	%
Nonperforming assets to total assets			0.17	%		0.33	%
Allowance for loan losses to nonperforming loans			654	%		306	%

The ratio of nonperforming loans to total loans at September 30, 2020 was 0.23%. Nonperforming assets as a percentage of total assets was 0.17% at September 30, 2020.

Interest income lost on nonaccrual loans approximated $159 thousand and $130 thousand for the three months ended September 30, 2020 and 2019, respectively. There was no interest income included in net interest income related to nonaccrual loans for the three months ended September 30, 2020 and 2019.

Interest income lost on nonaccrual loans approximated $473 thousand and $277 thousand for the nine months ended September 30, 2020 and 2019, respectively. There was no interest income included in net interest income related to nonaccrual loans for the nine months ended September 30, 2020 and 2019. 55

Table of Contents Allowance for Loan Losses

The allowance for loan losses represents management’s estimate of incurred credit losses inherent in the loan portfolio at the balance sheet date. The allowance for loan losses is maintained at a level management believes is sufficient to absorb incurred losses in the loan portfolio given the conditions at the time. Management determines the adequacy of the allowance based on periodic evaluations of the loan portfolio, after consideration of risk characteristics of the loans and prevailing and anticipated economic and other conditions. A risk system, consisting of multiple grading categories for each portfolio class, is utilized as an analytical tool to assess risk and appropriate reserves. In addition to the risk system, management further evaluates risk characteristics of the loan portfolio under current and anticipated economic conditions and considers such factors as the financial condition of the borrower, past and expected loss experience, and other factors which management feels deserve recognition in establishing an appropriate reserve. These estimates are reviewed at least quarterly, and, as adjustments become necessary, they are recognized in the periods in which they become known. These evaluations are inherently subjective as they require management to make material estimates, all of which may be susceptible to significant change. 56

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


		Three months ended						Nine months ended
		September 30,						September 30,
(dollars in thousands)	****	2020		****	2019		****	2020		****	2019		****
Balance—beginning of period		$	27,256		$	21,246		$	23,924		$	22,174
Commercial loan charge-offs
Commercial and Industrial			(10)			(324)			(2,745)			(5,275)
Real estate construction			—			—			—			(1)
Commercial real estate			—			—			(865)			—
Total commercial loan charge-offs			(10)			(324)			(3,610)			(5,276)
Consumer loan charge-offs
Residential real estate first mortgage			—			—			—			—
Residential real estate junior lien			—			(20)			(12)			(154)
Other revolving and installment			(41)			(31)			(194)			(513)
Total consumer loan charge-offs			(41)			(51)			(206)			(667)
Total loan charge-offs			(51)			(375)			(3,816)			(5,943)
Commercial loan recoveries
Commercial and Industrial			432			538			1,346			831
Real estate construction			—			—			—			2
Commercial real estate			95			—			95			150
Total commercial recoveries			527			538			1,441			983
Consumer loan recoveries
Residential real estate first mortgage			—			—			5			—
Residential real estate junior lien			81			49			175			132
Other revolving and installment			24			28			108			123
Total consumer loan recoveries			105			77			288			255
Total loan recoveries			632			615			1,729			1,238
Net loan charge-offs (recoveries)			(581)			(240)			2,087			4,705
Commercial loan provision
Commercial and Industrial			(846)			(962)			(498)			3,263
Real estate construction			40			25			180			97
Commercial real estate			1,828			(4)			5,953			(668)
Total commercial loan provision			1,022			(941)			5,635			2,692
Consumer loan provision
Residential real estate first mortgage			1,694			(139)			2,914			(140)
Residential real estate junior lien			28			157			377			113
Other revolving and installment			108			1			371			388
Total consumer loan provision			1,830			19			3,662			361
Unallocated provision expense			648			2,420			203			2,462
Total loan loss provision			3,500			1,498			9,500			5,515
Balance—end of period		$	31,337		$	22,984		$	31,337		$	22,984
Total loans		$	2,058,419		$	1,686,087		$	2,058,419		$	1,686,087
Average total loans			2,034,778			1,691,542			1,917,894			1,715,629
Allowance for loan losses to total loans			1.52	%		1.36	%		1.52	%		1.36	%
Net charge-offs/(recoveries) to average total loans (annualized)			(0.11)	%		(0.06)	%		0.15	%		0.37	%

The allowance for loan losses was $31.3 million as of September 30, 2020, compared to $23.9 million as of December 31, 2019. The $7.4 million increase in the allowance for loan losses was due to additional provision for loan losses of $9.5 million, partially offset by net charge-offs of $2.1 million. The increase in provision expense was primarily due to allocations of reserves for the economic uncertainties related to COVID-19. As of September 30, 2020, the allowance for loan losses represented 1.52% of total loans. Excluding PPP loans, the ratio of allowance for loan losses to total loans increased 44 basis points to 1.83% at September 30, 2020, compared to 1.39% as of December 31, 2019. For the nine months ended September 30, 2020, the ratio of net charge-offs to average total loans was 0.15%. 57

Table of Contents Based on current economic indicators, the Company increased the economic factors within the allowance for loan losses evaluation. We expect that the allowance for loan losses as a percent of total loans may increase in future periods based on our belief that the credit quality of our loan portfolio may decline, and loan defaults may increase, as a result of COVID-19.

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


		September 30, 2020						December 31, 2019
					Percentage						Percentage
		Allocated			of loans to			Allocated			of loans to
(dollars in thousands)	****	Allowance		****	total loans		****	Allowance		****	total loans
Commercial and industrial		$	10,373		38.3	%		$	12,270		27.8	%
Real estate construction			483		1.6	%			303		1.5	%
Commercial real estate			11,871		26.0	%			6,688		28.8	%
Residential real estate first mortgage			4,367		22.8	%			1,448		26.6	%
Residential real estate junior lien			1,211		7.4	%			671		10.3	%
Other revolving and installment			637		3.9	%			352		5.0	%
Unallocated			2,395		—	%			2,192		—	%
Total loans		$	31,337		100.0	%		$	23,924		100.0	%

In the ordinary course of business, we enter into commitments to extend credit, including commitments under credit arrangements, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded when they are funded. A reserve for unfunded commitments is established using historical loss data and utilization assumptions. This reserve is located in accrued expenses and other liabilities on the Consolidated Balance Sheets. The reserve for unfunded commitments was $1.9 million as of September 30, 2020, an increase of $800 thousand, as compared to December 31, 2019.

Loans Held for Sale

Loans held for sale represent loans to consumers for the purchase or refinance of a residence that we have originated and intend to sell into the secondary market. Loans held for sale were $111.3 million as of September 30, 2020, an increase of $64.5 million, as compared to December 31, 2019. The increase in loans held for sale was primarily due to increased mortgage originations through September and investor pipeline capacity. Mortgage loan originations totaled $511.6 million for the three months ended September 30, 2020 compared to $261.3 million for the three months ended December 31, 2019.

Investment Securities

The composition of our investment securities portfolio reflects our investment strategy of maintaining an appropriate level of liquidity for normal operations while providing an additional source of revenue. The investment portfolio also provides a balance to interest rate risk and credit risk in other categories of the balance sheet, while providing a vehicle for the investment of available funds, furnishing liquidity, and supplying securities to pledge as collateral. 58

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


	****	September 30, 2020					December 31, 2019
					Percent of					Percent of		Change
(dollars in thousands)	****	Balance		****	Portfolio	****	Balance		****	Portfolio	****	Amount		****	Percent	****
Available-for-sale
U.S. Treasury and agencies		$	16,092		3.2	%	$	21,240		6.8	%	$	(5,148)		(24.2)	%
Obligations of state and political agencies			147,216		29.7	%		68,648		21.9	%		78,568		114.5	%
Mortgage backed securities
Residential Agency			211,700		42.8	%		182,538		58.3	%		29,162		16.0	%
Commercial			87,542		17.7	%		30,685		9.8	%		56,857		185.3	%
Asset backed securities			131		—	%		144		—	%		(13)		(9.0)	%
Corporate bonds			32,733		6.6	%		7,095		2.3	%		25,638		361.4	%
Total available-for-sale			495,414		100.0	%		310,350		99.1	%		185,064		59.6	%
Equity			—		-	%		2,808		0.9	%		(2,808)		(100.0)	%
Total investment securities		$	495,414		100.0	%	$	313,158		100.0	%	$	182,256		58.2	%

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


	Maturity as of September 30, 2020															****
	One year or less				One to five years				Five to ten years				After ten years			****
	Fair		Average		Fair		Average		Fair		Average		Fair		Average	****
(dollars in thousands)	Value		Yield		Value		Yield		Value		Yield		Value		Yield	****
Available-for-sale
U.S. Treasury and agencies	$	10,034	1.52	%	$	—	—	%	$	1,576	0.92	%	$	4,482	0.71	%
Obligations of state and political agencies		2,127	1.56	%		23,873	1.46	%		72,932	1.85	%		48,284	2.34	%
Mortgage backed securities
Residential Agency		2	4.36	%		1,447	2.81	%		51,703	2.34	%		158,548	2.21	%
Commercial		—	—	%		2,139	3.30	%		5,225	2.24	%		80,178	1.50	%
Asset backed securities		—	—	%		—	—	%		—	—	%		131	5.44	%
Corporate bonds		4,048	2.57	%		—	2.63	%		18,685	4.85	%		10,000	3.88	%
Total available-for-sale	$	16,211	1.79	%	$	27,459	1.67	%	$	150,121	2.42	%	$	301,623	2.07	%

Deposits

Total deposits were $2.46 billion as of September 30, 2020, an increase of $491.1 million, or 24.9%, as compared to December 31, 2019. Interest-bearing deposits increased $375.3 million while noninterest-bearing deposits increased $115.7 million. The increase in deposits was primarily due to higher customer balances resulting from PPP loans, government stimulus, and the uncertain economic environment. The increase in interest-bearing deposits included a $128.8 million increase in synergistic deposits from our retirement and benefit services and wealth management segments. In addition, health savings account, or HSA, deposits were $131.5 million as of September 30, 2020, an increase of $11.8 million, or 9.9%, from December 31, 2019. Noninterest-bearing deposits as a percent of total deposits was 28.2% and 29.3% as of September 30, 2020 and December 31, 2019, respectively. Total deposits represented 95.6% of total liabilities as of September 30, 2020.

We expect that deposit levels will generally decrease in future periods as a result of the distressed economic conditions in our market areas as a result of the COVID-19 pandemic and as clients continue to utilize funds received from PPP loans. 59

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


	****	September 30, 2020				December 31, 2019
				Percent of				Percent of		Change
(dollars in thousands)		Balance		Portfolio		Balance		Portfolio		Amount		Percent
Noninterest-bearing demand		$	693,450	28.2	%	$	577,704	29.3	%	$	115,746	20.0	%
Interest-bearing demand			590,366	24.0	%		458,689	23.3	%		131,677	28.7	%
Money market and savings			971,132	39.4	%		738,841	37.5	%		232,291	31.4	%
Time deposits			207,422	8.4	%		196,082	9.9	%		11,340	5.8	%
Total deposits		$	2,462,370	100.0	%	$	1,971,316	100.0	%	$	491,054	24.9	%

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


		Three months ended					Three months ended
		September 30, 2020					September 30, 2019
		Average			Average		Average			Average
(dollars in thousands)	****	Balance		****	Rate	****	Balance		****	Rate	****
Noninterest-bearing demand		$	698,594		—	%	$	502,108		—	%
Interest-bearing demand			589,633		0.27	%		424,896		0.49	%
Money market and savings			961,669		0.32	%		649,190		1.32	%
Time deposits			204,969		0.98	%		187,023		1.74	%
Total deposits		$	2,454,865		0.27	%	$	1,763,217		0.79	%

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


		September 30,
(dollars in thousands)	****	2020
Maturing in:
3 months or less		$	52,348
3 months to 6 months			47,944
6 months to 1 year			12,061
1 year or greater			11,281
Total		$	123,634

Borrowings

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


		September 30, 2020					December 31, 2019
					Percent of					Percent of		Change
(dollars in thousands)	****	Balance		****	Portfolio	****	Balance		****	Portfolio	****	Amount		****	Percent	****
Subordinated notes		$	49,672		84.6	%	$	49,625		84.4	%	$	47		0.1	%
Junior subordinated debentures			8,589		14.6	%		8,504		14.5	%		85		1.0	%
Finance lease liability			484		0.8	%		640		1.1	%		(156)		(24.3)	%
Total borrowed funds		$	58,745		100.0	%	$	58,769		100.0	%	$	(24)		—	%

Capital Resources

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

Stockholders' equity increased $36.3 million to $322.0 million as of September 30, 2020, compared to $285.7 million as of December 31, 2019. The increase in stockholders' equity was primarily driven by $34.5 million of net 60

Table of Contents income for the nine months ended September 30, 2020, and an increase of $8.6 million of accumulated other comprehensive income. These increases were partially offset by $7.8 million in dividends declared on common stock. Tangible common equity to tangible assets, a non-GAAP financial measure, decreased to 9.78% as of September 30, 2020, from 10.38% as of December 31, 2019. Tangible common equity to tangible assets would have been 11.14% as of September 30, 2020, if PPP loans were excluded.

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

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

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


		September 30,		December 31,
Capital Ratios	****	2020	****	2019	****
Alerus Financial Corporation
Common equity tier 1 capital to risk weighted assets		13.08	%	12.48	%
Tier 1 capital to risk weighted assets		13.48	%	12.90	%
Total capital to risk weighted assets		17.13	%	16.73	%
Tier 1 capital to average assets		9.76	%	11.05	%
Tangible common equity to tangible assets (1)		9.78	%	10.38	%

Alerus Financial, National Association
Common equity tier 1 capital to risk weighted assets		12.47	%	11.91	%
Tier 1 capital to risk weighted assets		12.47	%	11.91	%
Total capital to risk weighted assets		13.72	%	13.15	%
Tier 1 capital to average assets		9.03	%	10.20	%

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

The capital ratios for the Company and the Bank, as of September 30, 2020, as shown in the above tables, were at levels above the regulatory minimums to be considered “well capitalized”. See “Note 17 Regulatory Matters” to the consolidated financial statements for additional information. 61

Table of Contents Contractual Obligations and Off-Balance Sheet Arrangements

Contractual Obligations

In the ordinary course of our operations, we enter into certain contractual obligations. The following table presents our contractual obligations by maturity as of September 30, 2020.


		September 30, 2020
		Less than			One to			Three to			Over
(dollars in thousands)	****	one year		****	three years		****	five years		****	five years		****	Total
Operating lease obligations		$	2,179		$	3,927		$	1,772		$	1,753		$	9,631
Time deposits			178,362			17,514			6,220			5,326			207,422
Subordinated notes payable			—			—			—			49,672			49,672
Junior subordinated debenture (Trust I)			—			—			—			3,436			3,436
Junior subordinated debenture (Trust II)			—			—			—			5,153			5,153
Finance lease liability			251			272			—			—			523
Total contractual obligations		$	180,792		$	21,713		$	7,992		$	65,340		$	275,837

Off-Balance Sheet Arrangements

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

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


	September 30,		December 31,
(dollars in thousands)	2020		2019
Commitments to extend credit	$	596,642	$	586,365
Standby letters of credit		7,073		8,516
Total	$	603,715	$	594,881

Liquidity

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

As of September 30, 2020, we had on balance sheet liquidity of $311.1 million, compared to $250.7 million as of December 31, 2019. On balance sheet liquidity includes total due from banks, federal funds sold, interest-bearing deposits with banks, unencumbered securities available-for-sale, and over collateralized securities pledging positions. 62

Table of Contents The Bank is a member of the FHLB, which provides short- and long-term funding to its members through advances collateralized by real estate related assets and other select collateral, most typically in the form of debt securities. The actual borrowing capacity is contingent on the amount of collateral available to be pledged to the FHLB. As of September 30, 2020, we had no outstanding fed funds purchased from the FHLB and $565.3 million of collateral pledged to the FHLB. Based on this collateral, we were eligible to borrow up to $565.0 million from the FHLB. In addition, we can borrow up to $102.0 million through the unsecured lines of credit we have established with four other banks.

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

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

Though remote, the possibility of a funding crisis exists at all financial institutions. The economic impact of COVID-19 could place increased demand on our liquidity if we experience significant credit deterioration and as we meet borrowers’ needs. Accordingly, management has addressed this issue by formulating a liquidity contingency plan, which has been reviewed and approved by both the Bank’s board of directors and the ALCO. The plan addresses the actions that we would take in response to both a short-term and long-term funding crisis.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest Rate Risk

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

Interest rate risk can come in a variety of forms, including repricing risk, basis risk, yield curve risk and option risk. Repricing risk is the risk of adverse consequences from a change in interest rates that arises because of differences in the timing of when those interest rate changes impact our assets and liabilities. Basis risk is the risk of adverse consequence resulting from unequal change in the spread between two or more rates for different instruments with the same maturity. Yield curve risk is the risk of adverse consequences resulting from unequal changes in the spread between two or more rates for different maturities for the same or different instruments. Option risk in financial instruments arises from embedded options such as options provided to borrowers to make unscheduled loan 63

Table of Contents prepayments, options provided to debt issuers to exercise call options prior to maturity, and depositor options to make withdrawals and early redemptions.

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

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

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

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

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


		September 30, 2020				December 31, 2019			****
	****	Following	****	Following	****	Following	****	Following	****
		12 months		24 months		12 months		24 months	****
+400 basis points		3.5	%	−1.7	%	5.5	%	12.2	%
+300 basis points		2.6	%	−4.6	%	4.2	%	9.0	%
+200 basis points		1.7	%	−7.6	%	2.9	%	5.7	%
+100 basis points		0.9	%	−10.6	%	1.5	%	2.4	%
−100 basis points		−2.8	%	−18.6	%	−5.4	%	−11.9	%
−200 basis points		N/A	%	N/A	%	N/A	%	N/A	%

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

Management uses economic value of equity sensitivity analysis to understand the impact of interest rate changes on long-term cash flows, income, and capital. Economic value of equity is based on discounting the cash flows for all balance sheet instruments under different interest rate scenarios. Deposit premiums are based on external industry studies and utilizing historical experience. 64

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


		September 30,		December 31,	****
	****	2020	****	2019	****
+400 basis points		11.2	%	12.8	%
+300 basis points		11.7	%	11.4	%
+200 basis points		11.1	%	9.2	%
+100 basis points		8.5	%	6.1	%
−100 basis points		−43.1	%	−23.2	%
−200 basis points		N/A	%	N/A	%

Operational Risk

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

Compliance Risk

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

Strategic and/or Reputation Risk

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 65

Table of Contents PART II—OTHER INFORMATION

Item 1 – Legal Proceedings

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

Item 1A – Risk Factors

In addition to the risk factors set forth under Part I, Item 1A “Risk Factors” in the Company’s Form 10-K for the fiscal year ended December 31, 2019, the following risk factors apply to the Company:

The outbreak of Coronavirus Disease 2019, or COVID-19, has led to an economic recession and other severe disruptions to the U.S. economy and has adversely impacted certain industries in which our clients operate and impaired their ability to fulfill their financial obligations to us. As a result, we are starting to see the impact from COVID-19 on our business, and we believe that it will be significant, adverse, and potentially material.

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

The outbreak of COVID-19 has resulted in a decline in our clients’ businesses, a decrease in consumer confidence, an increase in unemployment, and a disruption in the services provided by our vendors. Continued disruptions to our clients’ businesses could result in increased risk of delinquencies, defaults, foreclosures, and losses on our loans and declines in assets under management and wealth management revenues, negatively impact regional economic conditions, result in declines in local loan demand, liquidity of loan guarantors, the value of loan collateral (particularly in real estate), loan originations, and deposit availability and negatively impact the implementation of our growth strategy. Although the U.S. government initially introduced a number of programs designed to soften the impact of COVID-19 on small businesses, the lack of additional programs may cause our borrowers to not be able to satisfy their financial obligations to us.

In addition, COVID-19 has impacted and likely will continue to impact the financial ability of businesses and consumers to borrow money, which would negatively impact loan volumes. Certain of our borrowers are in, or have exposure to, the retail, restaurant, and hospitality industries and are located in areas that are, or were, quarantined or under stay-at-home orders, and COVID-19 may also have an adverse effect on our commercial real estate portfolio, particularly with respect to real estate with exposure to these industries, and consumer loan portfolios. As COVID-19 cases have begun to surge in recent months, any new or prolonged quarantine or stay-at-home orders would have a negative adverse impact on these borrowers and their revenue streams, which consequently impacts their ability to meet their financial obligations to us and could result in loan defaults.

The ultimate extent of the COVID-19 pandemic’s effect on our business will depend on many factors, primarily including the speed and extent of any recovery from the related economic recession. Among other things, this will depend on the duration of the COVID-19 pandemic, particularly in our markets, the development and distribution of vaccines, therapies and other public health initiatives to control the spread of the disease, the nature and size of federal 66

Table of Contents economic stimulus and other governmental efforts, and the possibility of additional state lockdown or stay-at-home orders in our markets in response to the recent surge in the number of COVID-19 cases.

As a result of the COVID-19 pandemic we may experience adverse financial consequences due to a number of other factors, including but not limited to:

●	a further and sustained decline in our stock price or the occurrence of what management would deem to be a triggering event that could, under certain circumstances, cause management to perform impairment testing on our goodwill and other intangible assets that could result in an impairment charge being recorded for that period, and adversely impact our results of operations and the ability of the Bank to pay dividends to us;
●	the negative effect on earnings resulting from the Bank modifying loans and agreeing to loan payment deferrals due to the COVID-19 crisis;
---	---
●	increased demand on our liquidity as we meet borrowers’ needs, experience significant credit deterioration, and cover expenses related to our business continuity plan;
---	---
●	the potential for reduced liquidity and its negative affect on our capital and leverage ratios;
---	---
●	the modification of our business practices, including with respect to branch operations, employee travel, employee work locations, participation in meetings, events and conferences, and related changes for our vendors and other business partners;
---	---
●	the disruption of our acquisition strategy due to the uncertainties created by the pandemic and challenges to our own business, which could limit or delay our future growth plans;
---	---
●	increases in federal and state taxes as a result of the effects of the pandemic and stimulus programs on governmental budgets;
---	---
●	an increase in FDIC premiums if the agency experiences additional resolution costs relating to bank failures;
---	---
●	increased cyber and payment fraud risk due to increased online and remote activity; and
---	---
●	other operational failures due to changes in our normal business practices because of the pandemic and governmental actions to contain it.
---	---

Overall, we believe that the economic impact from COVID-19 will be severe and could have a material and adverse impact on our business and result in significant losses in our loan portfolio, all of which would adversely and materially impact our earnings and capital. Even after the COVID-19 pandemic has subsided, we may continue to experience materially adverse impacts to our business as a result of the global economic impact of the COVID-19 pandemic, including the availability of credit, adverse impacts on liquidity and any recession that has occurred or may occur in the future. There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a result, the ultimate impact of the pandemic is highly uncertain and subject to change.

The U.S. government and banking regulators, including the Federal Reserve, have taken a number of unprecedented actions in response to the COVID-19 pandemic, which could ultimately have a material adverse effect on our business and results of operations

On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act, or CARES Act, which established a $2.0 trillion economic stimulus package, including cash payments to individuals, 67

Table of Contents supplemental unemployment insurance benefits and a $349 billion loan program administered through the SBA referred to as the PPP. In addition to implementing the programs contemplated by the CARES Act, the federal bank regulatory agencies have issued a steady stream of guidance in response to the COVID-19 pandemic and have taken a number of unprecedented steps to help banks navigate the pandemic and mitigate its impact. These include, without limitation:

●	requiring banks to focus on business continuity and pandemic planning;
●	adding pandemic scenarios to stress testing;
---	---
●	encouraging bank use of capital conservation buffers and reserves in lending programs;
---	---
●	permitting certain regulatory reporting extensions;
---	---
●	reducing margin requirements on swaps;
---	---
●	permitting certain otherwise prohibited investments in investment funds;
---	---
●	issuing guidance to encourage banks to work with customers affected by the pandemic and encourage loan workouts; and
---	---
●	providing credit under the CRA for certain pandemic-related loans, investments, and public service.
---	---

The COVID-19 pandemic has significantly affected the financial markets and the Federal Reserve has taken a number of actions in response. In March 2020, the Federal Reserve dramatically reduced the target federal funds rate and announced a $700 billion quantitative easing program in response to the expected economic downturn caused by the COVID-19 pandemic. In addition, the Federal Reserve reduced the interest that it pays on excess reserves. We expect that these reductions in interest rates, especially if prolonged, could adversely affect our net interest income and our net interest margin and our profitability. The Federal Reserve also launched the Main Street Lending Program, which offers deferred interest on four-year loans to small and mid-sized businesses. The full impact of the COVID-19 pandemic on our business activities as a result of new government and regulatory laws, policies, programs, and guidelines, as well as market reactions to such activities, remains uncertain but may ultimately have a material adverse effect on our business and results of operations.

COVID-19 has disrupted banking and other financial activities in the areas in which we operate and could potentially create widespread business continuity issues for us.

The COVID-19 pandemic has negatively impacted the ability of our employees and clients to engage in banking and other financial transactions in the geographic areas in which we operate and could create widespread business continuity issues for us. We also could be adversely affected if key personnel or a significant number of employees were to become unavailable due to the effects and restrictions of an outbreak or escalation of the COVID-19 pandemic in our market areas, including because of illness, quarantines, government actions or other restrictions in connection with the COVID-19 pandemic. Although we have business continuity plans and other safeguards in place, there is no assurance that such plans and safeguards will be effective. Further, we rely upon third-party vendors to conduct business and to process, record, and monitor transactions. If any of these vendors are unable to continue to provide us with these services, it could negatively impact our ability to serve our clients.

As a participating lender in the PPP, we are subject to additional risks of litigation from our clients or other parties regarding our processing of loans for the PPP and risks that the SBA may not fund some or all PPP loan guarantees.

The CARES Act included a $349 billion loan program administered through the SBA referred to as the PPP. Under the PPP, small businesses and other entities and individuals could apply for loans from existing SBA lenders and other approved regulated lenders that enrolled in the program, subject to numerous limitations and eligibility criteria. The Bank participated as a lender in the PPP. The PPP opened on April 3, 2020; however, because of the short 68

Table of Contents timeframe between the passing of the CARES Act and the opening of the PPP, there is some ambiguity in the laws, rules, and guidance regarding the operation of the PPP, which exposes us to risks relating to noncompliance with the PPP. On April 24, 2020, an additional $310 billion in funding for PPP loans was authorized and such funds became available for PPP loans beginning on April 27, 2020.

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

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

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

Unregistered Sales of Equity Securities

The following table presents information related to repurchases of shares of our common stock for each calendar month in the third quarter of 2020.


									Maximum
							Total Number of		Amount That May
		Total Number		Average			Shares Purchased as		Yet be Purchased
		of Shares		Price Paid			Part of Publicly		Under the Plan
(dollars in thousands, except per share data)	****	Purchased (1)	****	per Share		****	Announced Plans	****	Or program
July		536		$	19.43		—		$	—
August		76			19.86		—			—
September		—			—		—			—
Total		612		$	19.48		—		$	—

(1)	Shares repurchased by the Company represent shares surrendered by employees to the Company to pay withholding taxes on the vesting of restricted stock awards.

Use of Proceeds from Registered Securities

On September 17, 2019, the Company sold 2,860,000 shares of common stock in its initial public offering. On September 25, 2019, the Company sold 429,000 additional shares of common stock pursuant to the exercise in full by the underwriters of their option to purchase additional shares to cover over-allotments. All of the shares were sold pursuant to the Company’s Registration Statement on Form S-1, as amended (File No. 333-233339), which was declared effective by the SEC on September 12, 2019. The Company’s common stock is currently traded on the Nasdaq Capital Market under the symbol “ALRS”.

There has been no material change in the planned use of proceeds from the initial public offering as described in the Company’s prospectus filed with the SEC on September 13, 2019, pursuant to Rule 424(b)(4) under the Securities Act of 1933. From the effective date of the registration statement through September 30, 2020, the Company has maintained the net proceeds of the initial public offering on deposit with the Bank. The Bank has used the deposits of the Company to pay down short-term borrowings. 69

Table of Contents Item 3 – Defaults Upon Senior Securities

None.

Item 4 – Mine Safety Disclosures

Not Applicable.

Item 5 – Other Information

None.

Table of Contents Item 6 – Exhibits

Exhibit No.	****	Description

31.1		Chief Executive Officer’s Certifications required by Rule 13(a)-14(a) – filed herewith.<br><br>
31.2		Chief Financial Officer’s Certifications required by Rule 13(a)-14(a) – filed herewith.<br><br>
32.1		Chief Executive Officer Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – filed herewith.<br><br>
32.2		Chief Financial Officer Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – filed herewith.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

Table of Contents SIGNATURES

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


	ALERUS FINANCIAL CORPORATION

Date: November 5, 2020	By:	/s/ Randy L. Newman
		Name: Randy L. Newman
		Title: Chairman, Chief Executive Officer and President (Principal Executive Officer)

Date: November 5, 2020	By:	/s/ Katie A. Lorenson
		Name: Katie A. Lorenson
		Title: Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) asAdopted Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002

I, Randy L. Newman, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q (the “Report”) of Alerus Financial Corporation (the “Registrant”);
2.	Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;
---	---
4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
---	---
a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
---	---
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
---	---
d)	Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
---	---
5.	The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
---	---
a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
---	---
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
---	---

---	---
	Alerus Financial Corporation

November 5, 2020	/s/ Randy L. Newman
	Randy L. Newman<br>Chairman, Chief Executive Officer and President<br>(Principal Executive Officer)

Exhibit 31.2

Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) asAdopted Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002

I, Katie A. Lorenson, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q (the “Report”) of Alerus Financial Corporation (the “Registrant”);
2.	Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
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3.	Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;
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4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
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a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
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b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
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d)	Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
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5.	The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
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a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
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b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
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	Alerus Financial Corporation

November 5, 2020	/s/ Katie A. Lorenson
	Katie A. Lorenson<br>Executive Vice President and Chief Financial Officer<br>(Principal Financial and Accounting Officer)

Exhibit 32.1

Certification of Chief Executive OfficerPursuant to 18 U.S.C. Section 1350 as AdoptedPursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Randy L. Newman, Chairman, President and Chief Executive Officer of Alerus Financial Corporation (the “Company”) hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2020 (the “Report”) fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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	Alerus Financial Corporation

November 5, 2020	/s/ Randy L. Newman
	Randy L. Newman<br>Chairman, Chief Executive Officer and President<br>(Principal Executive Officer)

Exhibit 32.2

Certification of Chief Financial OfficerPursuant to 18 U.S.C. Section 1350 as AdoptedPursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Katie A. Lorenson, Executive Vice President and Chief Financial Officer of Alerus Financial Corporation (the “Company”) hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2020 (the “Report”) fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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	Alerus Financial Corporation

November 5, 2020	/s/ Katie A. Lorenson
	Katie A. Lorenson<br>Executive Vice President and Chief Financial Officer<br>(Principal Financial and Accounting Officer)