Equibles

10-Q

ISABELLA BANK CORP (ISBA)

10-Q 2021-07-30 For: 2021-06-30
View Original
Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the quarterly period ended June 30, 2021

or

☐ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the transition period from                      to

Commission File Number: 0-18415

Isabella Bank Corporation

(Exact name of registrant as specified in its charter)

Michigan 38-2830092
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
401 N. Main St Mt. Pleasant MI 48858
(Address of principal executive offices) (Zip code)

(989) 772-9471

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class Trading Symbol(s) Name of each exchange on which registered
None N/A N/A

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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☐

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

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

The number of common shares outstanding of the registrant’s Common Stock (no par value) was 7,948,415 as of July 28, 2021.

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ISABELLA BANK CORPORATION

QUARTERLY REPORT ON FORM 10-Q

Table of Contents

PART I – FINANCIAL INFORMATION 4
Item 1. Financial Statements 4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 38
Item 3. Quantitative and Qualitative Disclosures About Market Risk 59
Item 4. Controls and Procedures 59
PART II – OTHER INFORMATION 59
Item 1. Legal Proceedings 60
Item 1A. Risk Factors 60
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 60
Item 3. Defaults Upon Senior Securities 60
Item 4. Mine Safety Disclosures 60
Item 5. Other Information 60
Item 6. Exhibits 60
SIGNATURES 62

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Forward Looking Statements

This report contains certain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended and Rule 3b-6 promulgated thereunder. We intend such forward looking statements to be covered by the safe harbor provisions for forward looking statements contained in the Private Securities Litigation Reform Act of 1995, and are included in this statement for purposes of these safe harbor provisions. Forward looking statements, which are based on certain assumptions and describe future plans, strategies and expectations, are generally identifiable by use of the words “believe”, “expect”, “intend”, “anticipate”, “estimate”, “project”, or similar expressions. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to, changes in: interest rates, general economic conditions, federal or state tax laws, monetary and fiscal policy, a health crisis, the quality or composition of the loan or investment portfolio, demand for loan products, fluctuation in the value of collateral securing our loan portfolio, deposit flows, competition, cybersecurity risk, demand for financial services in our market area, and accounting principles, policies and guidelines. These risks and uncertainties should be considered in evaluating forward looking statements and undue reliance should not be placed on such statements. Further information concerning our business, including additional factors that could materially affect our consolidated financial results, is included in our filings with the SEC.

Glossary of Acronyms and Abbreviations

The acronyms and abbreviations identified below may be used throughout this Quarterly Report on Form 10-Q or in our other SEC filings. You may find it helpful to refer back to this page while reading this report.

ACL: Allowance for credit losses GAAP: U.S. generally accepted accounting principles
AFS: Available-for-sale IFRS: International Financial Reporting Standards
ALCO: Asset-Liability Committee IRR: Interest rate risk
ALLL: Allowance for loan and lease losses ISDA: International Swaps and Derivatives Association
AOCI: Accumulated other comprehensive income LIBOR: London Interbank Offered Rate
ASC: FASB Accounting Standards Codification N/A: Not applicable
ASU: FASB Accounting Standards Update N/M: Not meaningful
ATM: Automated teller machine NAV: Net asset value
BHC Act: Bank Holding Company Act of 1956 NSF: Non-sufficient funds
CARES Act: Coronavirus Aid, Relief, and Economic Security Act OCI: Other comprehensive income (loss)
CECL: Current expected credit losses OMSR: Originated mortgage servicing rights
CFPB: Consumer Financial Protection Bureau OREO: Other real estate owned
CIK: Central Index Key OTTI: Other-than-temporary impairment
COVID-19: Coronavirus disease 2019 PBO: Projected benefit obligation
CRA: Community Reinvestment Act PCAOB: Public Company Accounting Oversight Board
DIF: Deposit Insurance Fund PPP: Paycheck Protection Program
DIFS: Department of Insurance and Financial Services Rabbi Trust: A trust established to fund our Directors Plan
Directors Plan: Isabella Bank Corporation and Related Companies Deferred Compensation Plan for Directors RSP: Isabella Bank Corporation Restricted Stock Plan
Dividend Reinvestment Plan: Isabella Bank Corporation Stockholder Dividend Reinvestment Plan and Employee Stock Purchase Plan SBA: Small Business Administration
Exchange Act: Securities Exchange Act of 1934 SOFR: Secured Overnight Financing Rate
FASB: Financial Accounting Standards Board SEC: U.S. Securities and Exchange Commission
FDIC: Federal Deposit Insurance Corporation SOX: Sarbanes-Oxley Act of 2002
FFIEC: Federal Financial Institutions Examinations Council Tax Act: Tax Cuts and Jobs Act, enacted December 22, 2017
FRB: Federal Reserve Bank TDR: Troubled debt restructuring
FHLB: Federal Home Loan Bank XBRL: eXtensible Business Reporting Language
Freddie Mac: Federal Home Loan Mortgage Corporation Yield Curve: U.S. Treasury Yield Curve
FTE: Fully taxable equivalent

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands)

June 30<br>2021 December 31<br>2020
ASSETS
Cash and cash equivalents
Cash and demand deposits due from banks $ 29,549 $ 31,296
Interest bearing balances due from banks 218,640 215,344
Total cash and cash equivalents 248,189 246,640
AFS securities, at fair value 448,454 339,228
Mortgage loans AFS 1,189 2,741
Loans
Commercial 723,888 756,686
Agricultural 95,197 100,461
Residential real estate 312,567 307,543
Consumer 75,011 73,621
Gross loans 1,206,663 1,238,311
Less allowance for loan and lease losses 9,360 9,744
Net loans 1,197,303 1,228,567
Premises and equipment 24,463 25,140
Corporate owned life insurance policies 28,238 28,292
Equity securities without readily determinable fair values 17,383 17,383
Goodwill and other intangible assets 48,317 48,331
Accrued interest receivable and other assets 17,871 21,056
TOTAL ASSETS $ 2,031,407 $ 1,957,378
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits
Noninterest bearing $ 428,410 $ 375,395
Interest bearing demand deposits 326,971 302,444
Certificates of deposit under $250 and other savings 796,173 781,286
Certificates of deposit over $250 84,952 107,192
Total deposits 1,636,506 1,566,317
Borrowed funds
Federal funds purchased and repurchase agreements 62,274 68,747
FHLB advances 70,000 90,000
Subordinated debt, net of unamortized issuance costs 29,121 —
Total borrowed funds 161,395 158,747
Accrued interest payable and other liabilities 12,516 13,726
Total liabilities 1,810,417 1,738,790
Shareholders’ equity
Common stock — no par value 15,000,000 shares authorized; issued and outstanding 7,946,658 shares (including 82,474 shares held in the Rabbi Trust) in 2021 and 7,997,247 shares (including 59,162 shares held in the Rabbi Trust) in 2020 140,694 142,247
Shares to be issued for deferred compensation obligations 4,368 4,183
Retained earnings 70,204 64,460
Accumulated other comprehensive income 5,724 7,698
Total shareholders’ equity 220,990 218,588
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 2,031,407 $ 1,957,378

See notes to interim condensed consolidated financial statements (unaudited).

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INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(Dollars in thousands except per share amounts)

Three Months Ended <br> June 30 Six Months Ended <br> June 30
2021 2020 2021 2020
Interest income
Loans, including fees $ 12,504 $ 13,297 $ 25,601 $ 26,551
AFS securities
Taxable 1,140 1,352 2,305 2,841
Nontaxable 803 986 1,668 2,039
Federal funds sold and other 193 234 356 639
Total interest income 14,640 15,869 29,930 32,070
Interest expense
Deposits 1,444 2,247 3,112 5,038
Borrowings
Federal funds purchased and repurchase agreements 11 7 27 15
FHLB advances 389 1,311 794 2,711
Subordinated debt, net of unamortized issuance costs 83 — 83 —
Total interest expense 1,927 3,565 4,016 7,764
Net interest income 12,713 12,304 25,914 24,306
Provision for loan losses 31 105 (492) 893
Net interest income after provision for loan losses 12,682 12,199 26,406 23,413
Noninterest income
Service charges and fees 1,830 1,386 3,525 2,739
Wealth management fees 806 656 1,502 1,228
Net gain on sale of mortgage loans 375 466 1,120 617
Earnings on corporate owned life insurance policies 190 189 376 371
Gains from redemption of corporate owned life insurance policies 4 349 150 873
Other 110 200 174 416
Total noninterest income 3,315 3,246 6,847 6,244
Noninterest expenses
Compensation and benefits 5,700 5,793 11,577 11,662
Furniture and equipment 1,327 1,431 2,700 2,892
Occupancy 915 912 1,860 1,779
Other 2,553 2,564 5,175 5,312
Total noninterest expenses 10,495 10,700 21,312 21,645
Income before federal income tax expense 5,502 4,745 11,941 8,012
Federal income tax expense 881 558 1,922 761
NET INCOME $ 4,621 $ 4,187 $ 10,019 $ 7,251
Earnings per common share
Basic $ 0.58 $ 0.53 $ 1.26 $ 0.91
Diluted $ 0.57 $ 0.52 $ 1.24 $ 0.90
Cash dividends per common share $ 0.27 $ 0.27 $ 0.54 $ 0.54

See notes to interim condensed consolidated financial statements (unaudited).

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INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(Dollars in thousands)

Three Months Ended <br> June 30 Six Months Ended <br> June 30
2021 2020 2021 2020
Net income $ 4,621 $ 4,187 $ 10,019 $ 7,251
Unrealized gains (losses) on AFS securities arising during the period 988 2,059 (2,557) 8,370
Reclassification adjustment for net (gains) losses included in net income — — — (71)
Tax effect (1) (201) (379) 541 (1,772)
Unrealized gains (losses) on AFS securities, net of tax 787 1,680 (2,016) 6,527
Unrealized gains (losses) on derivative instruments arising during the period 27 (29) 53 (165)
Tax effect (1) (6) 6 (11) 34
Unrealized gains (losses) on derivative instruments, net of tax 21 (23) 42 (131)
Other comprehensive income (loss), net of tax 808 1,657 (1,974) 6,396
Comprehensive income (loss) $ 5,429 $ 5,844 $ 8,045 $ 13,647

(1)See “Note 10 – Accumulated Other Comprehensive Income” for tax effect reconciliation.

See notes to interim condensed consolidated financial statements (unaudited).

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INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

(Dollars in thousands except per share amounts)

Common Stock
Common Shares<br>Outstanding Amount Common Shares to be<br>Issued for<br>Deferred<br>Compensation<br>Obligations Retained<br>Earnings Accumulated<br>Other<br>Comprehensive<br>Income (Loss) Totals
Balance, January 1, 2020 7,910,804 $ 141,069 $ 5,043 $ 62,099 $ 1,971 $ 210,182
Comprehensive income (loss) — — — 7,251 6,396 13,647
Issuance of common stock 127,216 2,343 — — — 2,343
Common stock transferred from the Rabbi Trust to satisfy deferred compensation obligations — 454 (454) — — —
Share-based payment awards under the Directors Plan — — 233 — — 233
Common stock purchased for deferred compensation obligations — (970) — — — (970)
Common stock repurchased pursuant to publicly announced repurchase plan (61,001) (1,195) — — — (1,195)
Cash dividends paid ($0.54 per common share) — — — (4,249) — (4,249)
Balance, June 30, 2020 7,977,019 $ 141,701 $ 4,822 $ 65,101 $ 8,367 $ 219,991
Balance, January 1, 2021 7,997,247 $ 142,247 $ 4,183 $ 64,460 $ 7,698 $ 218,588
Comprehensive income (loss) — — — 10,019 (1,974) 8,045
Issuance of common stock 36,891 806 — — — 806
Common stock transferred from the Rabbi Trust to satisfy deferred compensation obligations — 71 (71) — — —
Share-based payment awards under the Directors Plan — — 256 — — 256
Share-based compensation expense recognized in earnings under the RSP — 25 — — — 25
Common stock purchased for deferred compensation obligations — (595) — — — (595)
Common stock repurchased pursuant to publicly announced repurchase plan (87,480) (1,860) — — — (1,860)
Cash dividends paid ($0.54 per common share) — — — (4,275) — (4,275)
Balance, June 30, 2021 7,946,658 $ 140,694 $ 4,368 $ 70,204 $ 5,724 $ 220,990

See notes to interim condensed consolidated financial statements (unaudited).

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INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

Six Months Ended <br> June 30
2021 2020
OPERATING ACTIVITIES
Net income $ 10,019 $ 7,251
Reconciliation of net income to net cash provided by operating activities:
Undistributed earnings of equity securities without readily determinable fair values — (31)
Provision for loan losses (492) 893
Depreciation 1,196 1,319
Amortization of OMSR 328 302
Amortization of acquisition intangibles 14 26
Amortization of subordinated debt issuance costs 7 —
Net amortization of AFS securities 1,023 925
Net gains on sale of AFS securities — (71)
Net gain on sale of mortgage loans (1,120) (617)
OMSR impairment loss — 316
Net (gains) losses on foreclosed assets 4 (43)
Increase in cash value of corporate owned life insurance policies, net of expenses (358) (233)
Gains from redemption of corporate owned life insurance policies (150) (873)
Share-based payment awards under the Directors Plan 256 233
Share-based payment awards under the RSP 25 —
Origination of loans held-for-sale (28,162) (49,092)
Proceeds from loan sales 30,834 45,162
Net changes in operating assets and liabilities which provided (used) cash:
Other assets 2,695 472
Accrued interest payable and other liabilities (258) 667
Net cash provided by (used in) operating activities 15,861 6,606
INVESTING ACTIVITIES
Activity in AFS securities
Sales — 26,855
Maturities, calls, and principal payments 54,615 47,027
Purchases (167,421) (17,012)
Net loan principal (originations) collections 31,614 (98,131)
Proceeds from sales of foreclosed assets 300 84
Purchases of premises and equipment (519) (819)
Purchases of corporate owned life insurance policies — (625)
Proceeds from redemption of corporate owned life insurance policies 562 2,185
Funding of low income housing tax credit investments (369) (383)
Net cash provided by (used in) investing activities (81,218) (40,819)

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INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Dollars in thousands)

Six Months Ended <br> June 30
2021 2020
FINANCING ACTIVITIES
Net increase (decrease) in deposits $ 70,189 $ 126,827
Net increase (decrease) in fed funds purchased and repurchase agreements (6,473) 269
Net increase (decrease) in FHLB advances (20,000) (40,000)
Issuance of subordinated debt, net of unamortized issuance costs 29,114 —
Cash dividends paid on common stock (4,275) (4,249)
Proceeds from issuance of common stock 806 2,343
Common stock repurchased (1,860) (1,195)
Common stock purchased for deferred compensation obligations (595) (970)
Net cash provided by (used in) financing activities 66,906 83,025
Increase (decrease) in cash and cash equivalents 1,549 48,812
Cash and cash equivalents at beginning of period 246,640 60,572
Cash and cash equivalents at end of period $ 248,189 $ 109,384
SUPPLEMENTAL CASH FLOWS INFORMATION:
Interest paid $ 4,074 $ 7,957
SUPPLEMENTAL NONCASH INFORMATION:
Transfers of loans to foreclosed assets $ 142 $ 361

See notes to interim condensed consolidated financial statements (unaudited).

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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands except per share amounts)

Note 1 – Basis of Presentation

As used in these notes, as well as in Management's Discussion and Analysis of Financial Condition and Results of Operations, references to the “Corporation”, “Isabella”, “we”, “our”, “us”, and similar terms refer to the consolidated entity consisting of Isabella Bank Corporation and its subsidiary. References to Isabella Bank or the “Bank” refer to Isabella Bank Corporation’s subsidiary, Isabella Bank.

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and six-month periods ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. For further information, refer to our Annual Report on Form 10-K for the year ended December 31, 2020.

Our accounting policies are materially the same as those discussed in Note 1 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020.

Reclassifications: Certain amounts reported in the interim 2020 consolidated financial statements have been reclassified to conform with the 2021 presentation.

Note 2 – Accounting Standards Updates

Pending

ASU No. 2016-13: “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, as amended

In June 2016, ASU No. 2016-13 was issued and updated the measurement for credit losses for AFS debt securities and assets measured at amortized cost which include loans, trade receivables, and any other financial assets with the contractual right to receive cash. Current GAAP requires an “incurred loss” methodology for recognizing credit losses that delays recognition until it is probable a loss has been incurred. Under the incurred loss approach, entities are limited to a probable initial recognition threshold when credit losses are measured; an entity generally only considers past events and current conditions in measuring the incurred loss.

Under the new guidance, the incurred loss impairment methodology is replaced with a methodology that reflects current expected credit losses (CECL). This methodology requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances which applies to assets measured either collectively or individually.

The update allows an entity to revert to historical loss information that is reflective of the contractual term (considering the effect of prepayments) for periods that are beyond the time frame for which the entity is able to develop reasonable and supportable forecasts. In addition, the disclosures of credit quality indicators in relation to the amortized cost of financing receivables, a current disclosure requirement, are further disaggregated by year of origination (or vintage). The vintage information will be useful for financial statement users to better assess changes in underwriting standards and credit quality trends in asset portfolios over time and the effect of those changes on credit losses.

Overall, the update will allow entities the ability to measure expected credit losses without the restriction of incurred or probable losses that exist under current GAAP. For users of the financial statements, the update requires disclosure of decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The new authoritative guidance was originally effective for interim and annual periods beginning after December 15, 2019. Effective October 16, 2019, the FASB approved and issued changes to the implementation date of this guidance for some filers. As a smaller reporting company, as defined by the SEC, our implementation date was delayed from January 1, 2020 to January 1, 2023. Early adoption continues to be permissible under the revised implementation date. This guidance may have a significant impact on the results of our operations and financial statement disclosures as well as that of the banking industry as a whole.

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We have invested a considerable amount of effort toward this guidance and will continue to invest considerable effort until our implementation date. An internal committee was formed and is accountable for timely and accurate adoption of the guidance. A service provider that has focused on the ALLL for more than 10 years and serves hundreds of financial institutions has been engaged to provide us with education, advisory, and software solutions exclusively related to the ACL. We will run parallel processes which will help to ensure we are ready to calculate, review, and report the ACL by the required implementation date.

Note 3 – AFS Securities

The amortized cost and fair value of AFS securities, with gross unrealized gains and losses, are as follows at:

June 30, 2021
Amortized<br>Cost Gross<br>Unrealized<br>Gains Gross<br>Unrealized<br>Losses Fair<br>Value
U.S. Treasury $ 132,291 $ 310 $ 8 $ 132,593
States and political subdivisions 126,002 4,971 13 130,960
Auction rate money market preferred 3,200 60 — 3,260
Mortgage-backed securities 66,091 2,064 — 68,155
Collateralized mortgage obligations 105,965 3,332 3 109,294
Corporate 4,200 17 25 4,192
Total $ 437,749 $ 10,754 $ 49 $ 448,454
December 31, 2020
--- --- --- --- --- --- --- --- ---
Amortized<br>Cost Gross<br>Unrealized<br>Gains Gross<br>Unrealized<br>Losses Fair<br>Value
States and political subdivisions $ 137,710 $ 5,946 $ — $ 143,656
Auction rate money market preferred 3,200 37 — 3,237
Mortgage-backed securities 85,926 2,726 — 88,652
Collateralized mortgage obligations 97,430 4,553 — 101,983
Corporate 1,700 — — 1,700
Total $ 325,966 $ 13,262 $ — $ 339,228

The amortized cost and fair value of AFS securities by contractual maturity at June 30, 2021 are as follows:

Maturing Securities with Variable Monthly Payments or Noncontractual Maturities
Due in<br>One Year<br>or Less After One<br>Year But<br>Within<br>Five Years After Five<br>Years But<br>Within<br>Ten Years After<br>Ten Years Total
U.S. Treasury $ — $ 91,414 $ 40,877 $ — $ — $ 132,291
States and political subdivisions 21,977 56,225 22,662 25,138 — 126,002
Auction rate money market preferred — — — — 3,200 3,200
Mortgage-backed securities — — — — 66,091 66,091
Collateralized mortgage obligations — — — — 105,965 105,965
Corporate — — 4,200 — — 4,200
Total amortized cost $ 21,977 $ 147,639 $ 67,739 $ 25,138 $ 175,256 $ 437,749
Fair value $ 22,121 $ 149,934 $ 68,968 $ 26,722 $ 180,709 $ 448,454

Expected maturities for government sponsored enterprises and states and political subdivisions may differ from contractual maturities because issuers may have the right to call or prepay obligations.

As the auction rate money market preferred investments have continual call dates, they are not reported by a specific maturity group. Because of their variable monthly payments, mortgage-backed securities and collateralized mortgage obligations are not reported by a specific maturity group.

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A summary of the sales activity of AFS securities was as follows for the:

Three Months Ended June 30 Six Months Ended June 30
2021 2020 2021 2020
Proceeds from sales of AFS securities $ — $ — $ — $ 26,855
Realized gains (losses) $ — $ — $ — $ 71
Applicable income tax expense (benefit) $ — $ — $ — $ 15

The following information pertains to AFS securities with gross unrealized losses at June 30, 2021, aggregated by investment category and length of time that individual securities have been in a continuous loss position. There were no AFS securities with gross unrealized losses in a continuous loss position at December 31, 2020.

June 30, 2021
Less Than Twelve Months Twelve Months or More
Gross<br>Unrealized<br>Losses Fair<br>Value Gross<br>Unrealized<br>Losses Fair<br>Value Total<br>Unrealized<br>Losses
U.S. Treasury $ 8 $ 19,584 $ — $ — $ 8
States and political subdivisions 13 5,322 — — 13
Collateralized mortgage obligations 3 9,717 — — 3
Corporate 25 2,475 25
Total $ 49 $ 37,098 $ — $ — $ 49
Number of securities in an unrealized loss position: 13 — 13

The reduction in unrealized gains on our AFS securities portfolio resulted from the recent increases in intermediate-term and long-term benchmark interest rates.

As of June 30, 2021 and December 31, 2020, we conducted an analysis to determine whether any AFS securities currently in an unrealized loss position should be identified as other-than-temporarily impaired. Such analyses considered, among other factors, the following criteria:

•Has the value of the investment declined more than what is deemed to be reasonable based on a risk and maturity adjusted discount rate?

•Is the investment credit rating below investment grade?

•Is it probable the issuer will be unable to pay the amount when due?

•Is it more likely than not that we will have to sell the security before recovery of its cost basis?

•Has the duration of the investment been extended?

Based on our analysis, which included the criteria outlined above and the fact that we have asserted that we do not have to sell any AFS securities in an unrealized loss position, we do not believe that the values of any AFS securities are other-than-temporarily impaired as of June 30, 2021 or December 31, 2020, with the exception of one municipal bond previously identified which had no activity during the period.

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Note 4 – Loans and ALLL

We grant commercial, agricultural, residential real estate, and consumer loans to customers situated primarily in Clare, Gratiot, Isabella, Mecosta, Midland, Montcalm, and Saginaw counties in Michigan. The ability of the borrowers to honor their repayment obligations is often dependent upon the real estate, agricultural, manufacturing, retail, gaming, tourism, health care, higher education, and general economic conditions of this region. Substantially all of our consumer and residential real estate loans are secured by various items of property, while commercial loans are secured primarily by real estate, business assets, and personal guarantees. A portion of loans are unsecured.

Loans that we have the intent and ability to hold in our portfolio are reported at their outstanding principal balance adjusted for any charge-offs, the ALLL, and deferred fees or costs. Unless a loan has a nonaccrual status, interest income is accrued over the term of the loan based on the principal amount outstanding. Loan origination fees and certain direct loan origination costs are capitalized and recognized as a component of interest income over the term of the loan using the appropriate amortization method.

The accrual of interest on commercial and agricultural loans, as well as residential real estate loans, is discontinued at the time a loan is 90 days or more past due unless the credit is well-secured and in the process of short-term collection. Upon transferring a loan to nonaccrual status, we perform an evaluation to determine the net realizable value of the underlying collateral. This evaluation is used to help determine if a charge-off is necessary. Consumer loans are typically charged-off no later than 180 days past due. Past due status is based on the contractual term of the loan. In all cases, a loan is placed in nonaccrual status at an earlier date if collection of principal or interest is considered doubtful.

When a loan is placed in nonaccrual status, all interest accrued in the current calendar year, but not collected, is reversed against interest income while interest accrued in prior calendar years, but not collected, is charged against the ALLL. Loans may be returned to accrual status after six months of continuous performance and achievement of current payment status.

Commercial and agricultural loans include loans for commercial real estate, commercial operating loans, advances to mortgage brokers, farmland and agricultural production, and loans to states and political subdivisions. Repayment of these loans is dependent upon the successful operation and management of a business. We minimize our risk by limiting the amount of direct credit exposure to any one borrower to $15,000. Borrowers with direct credit needs of more than $15,000 may be serviced through the use of loan participations with other commercial banks. Commercial and agricultural real estate loans commonly require loan-to-value limits of 80% or less. Depending upon the type of loan, past credit history, and current operating results, we may require the borrower to pledge accounts receivable, inventory, property, or equipment. Government agency guarantee may be required. Personal guarantees and/or life insurance beneficiary assignments are generally required from the owners of closely held corporations, partnerships, and sole proprietorships. In addition, we may require annual financial statements, prepare cash flow analyses, and review credit reports.

We entered into a mortgage purchase program in 2016 with a financial institution where we participate in advances to mortgage brokers (“advances”). The mortgage brokers originate residential mortgage loans with the intent to sell them on the secondary market. We participate in the advance to the mortgage broker, which is secured by the underlying mortgage loan, until it is ultimately sold on the secondary market. As such, the average life of each participated advance is approximately 20-30 days. Funds from the sale of the loan are used to pay off our participation in the advance to the mortgage broker. We classify these advances as commercial loans and include the outstanding balance in commercial loans on our consolidated balance sheets. Under the participation agreement, we committed to a maximum outstanding aggregate amount of $40,000. The difference between our outstanding balance and the maximum outstanding aggregate amount is classified as “Unfunded commitments under lines of credit” in the “Contractual Obligations and Loan Commitments” section of the Management's Discussion and Analysis of Financial Condition and Results of Operations of this report. The reduction in our outstanding balance during 2021 was the result of capitalization changes with the financial institution operating the mortgage purchase program. These changes, in late 2020, resulted in the reduction or elimination of broker advance participation for banks within the program.

We offer adjustable rate mortgages, construction loans, and fixed rate residential real estate loans which have amortization periods up to a maximum of 30 years. We consider the anticipated direction of interest rates, balance sheet duration, the sensitivity of our balance sheet to changes in interest rates, our liquidity needs, and overall loan demand to determine whether or not to sell fixed rate loans to Freddie Mac.

Our lending policies generally limit the maximum loan-to-value ratio on residential real estate loans to 100% of the lower of the appraised value of the property or the purchase price. Private mortgage insurance is typically required on loans with loan-to-value ratios in excess of 80% unless the loan qualifies for government guarantees.

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Underwriting criteria for originated residential real estate loans generally include:

•Evaluation of the borrower’s ability to make monthly payments.

•Evaluation of the value of the property securing the loan.

•Ensuring the payment of principal, interest, taxes, and hazard insurance does not exceed 28% of a borrower’s gross income.

•Ensuring all debt servicing does not exceed 40% of income.

•Verification of acceptable credit reports.

•Verification of employment, income, and financial information.

Appraisals are performed by independent appraisers and are reviewed for appropriateness. Generally, mortgage loan requests are reviewed by our mortgage loan committee or through a secondary market underwriting system; loans in excess of $1,000 require the approval of our Internal Loan Committee, the Executive Loan Committee, the Board of Directors’ Loan Committee, or the Board of Directors.

Consumer loans include secured and unsecured personal loans. Loans are amortized for a period of up to 15 years based on the age and value of the underlying collateral. The underwriting emphasis is on a borrower’s perceived intent and ability to pay rather than collateral value. No consumer loans are sold to the secondary market.

The ALLL is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Full or partial loan balances are charged against the ALLL when we believe uncollectability is probable. Subsequent recoveries, if any, are credited to the ALLL.

The ALLL is evaluated on a regular basis for appropriateness. Our periodic review of the collectability of a loan considers historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The primary factors behind the determination of the level of the ALLL are specific allocations for impaired loans, historical loss percentages, as well as unallocated components. Specific allocations for impaired loans are primarily determined based on the difference between the loan’s outstanding balance and the present value of expected future cash flows discounted at the loan’s effective interest rate, or the fair value of the collateral, less costs to sell, if the loan is collateral dependent. Historical loss allocations are calculated at the loan class and segment levels based on a migration analysis of the loan portfolio, with the exception of advances to mortgage brokers, over the preceding five years. With no historical losses on advances to mortgage brokers, there is no allocation related to this portfolio. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

While we have experienced fluctuations in credit quality indicators in recent periods, credit quality remained strong at June 30, 2021. The COVID-19 pandemic led to the temporary and some permanent closures of businesses throughout the communities in which we serve, which also led to increased unemployment. We increased the ALLL during 2020 as a result of increased economic and environmental related risk factors, primarily driven by COVID-19. While these risk factors remain, improvement in credit quality indicators and a reduction in loans outstanding resulted in a reduction to the ALLL during the first six months of 2021.

Summaries of the ALLL and the recorded investment in loans by segments follows:

Allowance for Loan Losses
Three Months Ended June 30, 2021
Commercial Agricultural Residential Real Estate Consumer Unallocated Total
April 1, 2021 $ 1,699 $ 230 $ 1,163 $ 956 $ 5,223 $ 9,271
Charge-offs — — — (53) — (53)
Recoveries 17 3 48 43 — 111
Provision for loan losses 595 15 (257) (8) (314) 31
June 30, 2021 $ 2,311 $ 248 $ 954 $ 938 $ 4,909 $ 9,360

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Allowance for Loan Losses
Six Months Ended June 30, 2021
Commercial Agricultural Residential Real Estate Consumer Unallocated Total
January 1, 2021 $ 2,162 $ 311 $ 1,363 $ 798 $ 5,110 $ 9,744
Charge-offs (31) — — (181) — (212)
Recoveries 99 5 103 113 — 320
Provision for loan losses 81 (68) (512) 208 (201) (492)
June 30, 2021 $ 2,311 $ 248 $ 954 $ 938 $ 4,909 $ 9,360
Allowance for Loan Losses and Recorded Investment in Loans
--- --- --- --- --- --- --- --- --- --- --- --- ---
June 30, 2021
Commercial Agricultural Residential Real Estate Consumer Unallocated Total
ALLL
Individually evaluated for impairment $ 541 $ 3 $ 657 $ — $ — $ 1,201
Collectively evaluated for impairment 1,770 245 297 938 4,909 8,159
Total $ 2,311 $ 248 $ 954 $ 938 $ 4,909 $ 9,360
Loans
Individually evaluated for impairment $ 12,004 $ 14,843 $ 3,688 $ — $ 30,535
Collectively evaluated for impairment 711,884 80,354 308,879 75,011 1,176,128
Total $ 723,888 $ 95,197 $ 312,567 $ 75,011 $ 1,206,663
Allowance for Loan Losses
--- --- --- --- --- --- --- --- --- --- --- --- ---
Three Months Ended June 30, 2020
Commercial Agricultural Residential Real Estate Consumer Unallocated Total
April 1, 2020 $ 2,375 $ 490 $ 1,717 $ 961 $ 3,154 $ 8,697
Charge-offs (1) (6) — (59) — (66)
Recoveries 30 2 39 70 — 141
Provision for loan losses (283) (130) (563) (147) 1,228 105
June 30, 2020 $ 2,121 $ 356 $ 1,193 $ 825 $ 4,382 $ 8,877
Allowance for Loan Losses
--- --- --- --- --- --- --- --- --- --- --- --- ---
Six Months Ended June 30, 2020
Commercial Agricultural Residential Real Estate Consumer Unallocated Total
January 1, 2020 $ 1,914 $ 634 $ 2,047 $ 922 $ 2,422 $ 7,939
Charge-offs (5) (22) (15) (182) — (224)
Recoveries 52 35 66 116 — 269
Provision for loan losses 160 (291) (905) (31) 1,960 893
June 30, 2020 $ 2,121 $ 356 $ 1,193 $ 825 $ 4,382 $ 8,877

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Allowance for Loan Losses and Recorded Investment in Loans
December 31, 2020
Commercial Agricultural Residential Real Estate Consumer Unallocated Total
ALLL
Individually evaluated for impairment $ 84 $ 56 $ 771 $ — $ — $ 911
Collectively evaluated for impairment 2,078 255 592 798 5,110 8,833
Total $ 2,162 $ 311 $ 1,363 $ 798 $ 5,110 $ 9,744
Loans
Individually evaluated for impairment $ 9,821 $ 13,796 $ 4,319 $ — $ 27,936
Collectively evaluated for impairment 746,865 86,665 303,224 73,621 1,210,375
Total $ 756,686 $ 100,461 $ 307,543 $ 73,621 $ 1,238,311

The following tables display the internally assigned credit risk ratings for commercial and agricultural credit exposures as of:

June 30, 2021
Commercial Agricultural
Real Estate Other Advances to Mortgage Brokers Total Real Estate Other Total Total
Rating
1 - Excellent $ — $ — $ — $ — $ — $ — $ — $ —
2 - High quality 6,845 10,735 — 17,580 462 8 470 18,050
3 - High satisfactory 79,146 51,741 — 130,887 10,646 3,363 14,009 144,896
4 - Low satisfactory 407,904 131,097 — 539,001 36,299 15,369 51,668 590,669
5 - Special mention 10,528 2,350 — 12,878 13,808 3,866 17,674 30,552
6 - Substandard 15,738 7,622 — 23,360 4,554 3,808 8,362 31,722
7 - Vulnerable 45 137 — 182 2,551 275 2,826 3,008
8 - Doubtful — — — — 188 — 188 188
9 - Loss — — — — — — — —
Total $ 520,206 $ 203,682 $ — $ 723,888 $ 68,508 $ 26,689 $ 95,197 $ 819,085
December 31, 2020
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Commercial Agricultural
Real Estate Other Advances to Mortgage Brokers Total Real Estate Other Total Total
Rating
1 - Excellent $ — $ — $ — $ — $ — $ — $ — $ —
2 - High quality 2,308 13,406 — 15,714 541 11 552 16,266
3 - High satisfactory 69,327 51,093 50,258 170,678 14,411 5,312 19,723 190,401
4 - Low satisfactory 403,733 122,025 — 525,758 34,464 17,600 52,064 577,822
5 - Special mention 15,049 6,174 — 21,223 13,137 3,240 16,377 37,600
6 - Substandard 15,854 6,130 — 21,984 5,267 2,693 7,960 29,944
7 - Vulnerable 26 1,303 — 1,329 3,208 387 3,595 4,924
8 - Doubtful — — — — 190 — 190 190
9 - Loss — — — — — — — —
Total $ 506,297 $ 200,131 $ 50,258 $ 756,686 $ 71,218 $ 29,243 $ 100,461 $ 857,147

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Internally assigned credit risk ratings are reviewed, at a minimum, when loans are renewed or when management has knowledge of improvements or deterioration of the credit quality of individual credits. Descriptions of the internally assigned credit risk ratings for commercial and agricultural loans are as follows:

  1. EXCELLENT – Substantially Risk Free

Credit has strong financial condition and solid earnings history, characterized by:

•High liquidity, strong cash flow, low leverage.

•Unquestioned ability to meet all obligations when due.

•Experienced management, with management succession in place.

•Secured by cash.

  1. HIGH QUALITY – Limited Risk

Credit with sound financial condition and a positive trend in earnings supplemented by:

•Favorable liquidity and leverage ratios.

•Ability to meet all obligations when due.

•Management with successful track record.

•Steady and satisfactory earnings history.

•If loan is secured, collateral is of high quality and readily marketable.

•Access to alternative financing.

•Well defined primary and secondary source of repayment.

•If supported by guaranty, the financial strength and liquidity of the guarantor(s) are clearly evident.

  1. HIGH SATISFACTORY – Reasonable Risk

Credit with satisfactory financial condition and further characterized by:

•Working capital adequate to support operations.

•Cash flow sufficient to pay debts as scheduled.

•Management experience and depth appear favorable.

•Loan performing according to terms.

•If loan is secured, collateral is acceptable and loan is fully protected.

  1. LOW SATISFACTORY – Acceptable Risk

Credit with bankable risks, although some signs of weaknesses are shown:

•Would include most start-up businesses.

•Occasional instances of trade slowness or repayment delinquency – may have been 10-30 days slow within the past year.

•Management’s abilities are apparent yet unproven.

•Weakness in primary source of repayment with adequate secondary source of repayment.

•Loan structure generally in accordance with policy.

•If secured, loan collateral coverage is marginal.

To be classified as less than satisfactory, only one of the following criteria must be met.

  1. SPECIAL MENTION – Criticized

Credit constitutes an undue and unwarranted credit risk but not to the point of justifying a classification of substandard. The credit risk may be relatively minor yet constitutes an unwarranted risk in light of the circumstances surrounding a specific loan:

•Downward trend in sales, profit levels, and margins.

•Impaired working capital position.

•Cash flow is strained in order to meet debt repayment.

•Loan delinquency (30-60 days) and overdrafts may occur.

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•Shrinking equity cushion.

•Diminishing primary source of repayment and questionable secondary source.

•Management abilities are questionable.

•Weak industry conditions.

•Litigation pending against the borrower.

•Loan may need to be restructured to improve collateral position or reduce payments.

•Collateral or guaranty offers limited protection.

•Negative debt service coverage, however the credit is well collateralized and payments are current.

  1. SUBSTANDARD – Classified

Credit is inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged. There is a distinct possibility we will implement collection procedures if the loan deficiencies are not corrected. Any commercial loan placed in nonaccrual status will be rated “7” or worse. In addition, the following characteristics may apply:

•Sustained losses have severely eroded the equity and cash flow.

•Deteriorating liquidity.

•Serious management problems or internal fraud.

•Original repayment terms liberalized.

•Likelihood of bankruptcy.

•Inability to access other funding sources.

•Reliance on secondary source of repayment.

•Litigation filed against borrower.

•Interest non-accrual may be warranted.

•Collateral provides little or no value.

•Requires excessive attention of the loan officer.

•Borrower is uncooperative with loan officer.

  1. VULNERABLE – Classified

Credit is considered “Substandard” and warrants placing in nonaccrual status. Risk of loss is being evaluated and exit strategy options are under review. Other characteristics that may apply:

•Insufficient cash flow to service debt.

•Minimal or no payments being received.

•Limited options available to avoid the collection process.

•Transition status, expect action will take place to collect loan without immediate progress being made.

  1. DOUBTFUL – Workout

Credit has all the weaknesses inherent in a “Substandard” loan with the added characteristic that collection and/or liquidation is pending. The possibility of a loss is extremely high, but its classification as a loss is deferred until liquidation procedures are completed, or reasonably estimable. Other characteristics that may apply:

•Normal operations are severely diminished or have ceased.

•Seriously impaired cash flow.

•Original repayment terms materially altered.

•Secondary source of repayment is inadequate.

•Survivability as a “going concern” is impossible.

•Collection process has begun.

•Bankruptcy petition has been filed.

•Judgments have been filed.

•Portion of the loan balance has been charged-off.

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  1. LOSS – Charge-off

Credit is considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification is for charged-off loans but does not mean that the asset has absolutely no recovery or salvage value. These loans are further characterized by:

•Liquidation or reorganization under Bankruptcy, with poor prospects of collection.

•Fraudulently overstated assets and/or earnings.

•Collateral has marginal or no value.

•Debtor cannot be located.

•Over 120 days delinquent.

Our primary credit quality indicator for residential real estate and consumer loans is the individual loan’s past due aging. The following tables summarize the past due and current loans for the entire loan portfolio as of:

June 30, 2021
Accruing Interest<br>and Past Due: Total Past Due and Nonaccrual
30-59<br>Days 60-89<br>Days 90 Days<br>or More Nonaccrual Current Total
Commercial
Commercial real estate $ 56 $ — $ — $ 45 $ 101 $ 520,105 $ 520,206
Commercial other 275 — — 137 412 203,270 203,682
Advances to mortgage brokers — — — — — — —
Total commercial 331 — — 182 513 723,375 723,888
Agricultural
Agricultural real estate — — — 2,739 2,739 65,769 68,508
Agricultural other — — — 275 275 26,414 26,689
Total agricultural — — — 3,014 3,014 92,183 95,197
Residential real estate
Senior liens 9 135 — 133 277 279,062 279,339
Junior liens — — — — — 3,179 3,179
Home equity lines of credit — — — — — 30,049 30,049
Total residential real estate 9 135 — 133 277 312,290 312,567
Consumer
Secured 71 31 — — 102 71,976 72,078
Unsecured 7 — — — 7 2,926 2,933
Total consumer 78 31 — — 109 74,902 75,011
Total $ 418 $ 166 $ — $ 3,329 $ 3,913 $ 1,202,750 $ 1,206,663

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December 31, 2020
Accruing Interest<br>and Past Due: Total Past Due and Nonaccrual
30-59<br>Days 60-89<br>Days 90 Days<br>or More Nonaccrual Current Total
Commercial
Commercial real estate $ 333 $ — $ — $ 26 $ 359 $ 505,938 $ 506,297
Commercial other 486 — — 1,303 1,789 198,342 200,131
Advances to mortgage brokers — — — — — 50,258 50,258
Total commercial 819 — — 1,329 2,148 754,538 756,686
Agricultural
Agricultural real estate — — — 3,398 3,398 67,820 71,218
Agricultural other 1 — — 387 388 28,855 29,243
Total agricultural 1 — — 3,785 3,786 96,675 100,461
Residential real estate
Senior liens 3,203 145 — 199 3,547 269,425 272,972
Junior liens 25 — — — 25 3,791 3,816
Home equity lines of credit 8 — — — 8 30,747 30,755
Total residential real estate 3,236 145 — 199 3,580 303,963 307,543
Consumer
Secured 93 — — — 93 70,349 70,442
Unsecured 3 — — — 3 3,176 3,179
Total consumer 96 — — — 96 73,525 73,621
Total $ 4,152 $ 145 $ — $ 5,313 $ 9,610 $ 1,228,701 $ 1,238,311

Impaired Loans

Loans may be classified as impaired if they meet one or more of the following criteria:

1.There has been a charge-off of its principal balance (in whole or in part);

2.The loan has been classified as a TDR; or

3.The loan is in nonaccrual status.

Impairment is measured on a loan-by-loan basis for commercial and agricultural loans by comparing the loan’s outstanding balance to the present value of expected future cash flows discounted at the loan’s effective interest rate, or the fair value of the collateral, less costs to sell, if the loan is collateral dependent. Large groups of smaller-balance, homogeneous residential real estate and consumer loans are collectively evaluated for impairment by comparing the loan’s unpaid principal balance to the present value of expected future cash flows discounted at the loan’s effective interest rate.

We do not recognize interest income on impaired loans in nonaccrual status. For impaired loans not classified as nonaccrual, interest income is recognized daily, as earned, according to the terms of the loan agreement and the principal amount outstanding.

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The following is a summary of impaired loans as of:

June 30, 2021 December 31, 2020
Recorded Balance Unpaid Principal Balance Valuation Allowance Recorded Balance Unpaid Principal Balance Valuation Allowance
Impaired loans with a valuation allowance
Commercial real estate $ 2,556 $ 2,556 $ 533 $ 2,048 $ 2,290 $ 79
Commercial other 3,126 3,126 8 107 107 5
Agricultural real estate 188 238 3 1,994 1,994 54
Agricultural other — — — 1,355 1,355 2
Residential real estate senior liens 3,688 3,960 657 4,319 4,661 771
Total impaired loans with a valuation allowance 9,558 9,880 1,201 9,823 10,407 911
Impaired loans without a valuation allowance
Commercial real estate 6,004 6,320 3,006 3,080
Commercial other 318 318 4,660 4,660
Agricultural real estate 9,876 9,876 8,681 8,731
Agricultural other 4,779 4,779 1,766 1,766
Total impaired loans without a valuation allowance 20,977 21,293 18,113 18,237
Impaired loans
Commercial 12,004 12,320 541 9,821 10,137 84
Agricultural 14,843 14,893 3 13,796 13,846 56
Residential real estate 3,688 3,960 657 4,319 4,661 771
Total impaired loans $ 30,535 $ 31,173 $ 1,201 $ 27,936 $ 28,644 $ 911

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The following is a summary of impaired loans for the:

Three Months Ended June 30
2021 2020
Average Recorded Balance Interest Income Recognized Average Recorded Balance Interest Income Recognized
Impaired loans with a valuation allowance
Commercial real estate $ 2,681 $ 35 $ 1,085 $ 21
Commercial other 1,563 36 460 —
Agricultural real estate 607 — 2,224 26
Agricultural other — — 1,355 20
Residential real estate senior liens 3,912 35 5,050 49
Total impaired loans with a valuation allowance 8,763 106 10,174 116
Impaired loans without a valuation allowance
Commercial real estate 6,406 93 4,046 60
Commercial other 2,503 10 2,826 32
Agricultural real estate 10,016 133 7,441 87
Agricultural other 4,529 55 2,406 56
Home equity lines of credit — — 101 (1)
Consumer secured — — 2 —
Total impaired loans without a valuation allowance 23,454 291 16,822 234
Impaired loans
Commercial 13,153 174 8,417 113
Agricultural 15,152 188 13,426 189
Residential real estate 3,912 35 5,151 48
Consumer — — 2 —
Total impaired loans $ 32,217 $ 397 $ 26,996 $ 350

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Six Months Ended June 30
2021 2020
Average Recorded Balance Interest Income Recognized Average Recorded Balance Interest Income Recognized
Impaired loans with a valuation allowance
Commercial real estate $ 2,553 $ 63 $ 951 $ 46
Commercial other 808 36 460 6
Agricultural real estate 1,058 11 2,051 50
Agricultural other 339 — 1,355 42
Residential real estate senior liens 4,070 78 5,197 104
Total impaired loans with a valuation allowance 8,828 188 10,014 248
Impaired loans without a valuation allowance
Commercial real estate 5,656 194 4,304 119
Commercial other 3,589 50 2,608 47
Agricultural real estate 9,717 265 7,612 146
Agricultural other 3,776 116 2,821 63
Home equity lines of credit — — 94 5
Consumer secured — — 2 —
Total impaired loans without a valuation allowance 22,738 625 17,441 380
Impaired loans
Commercial 12,606 343 8,323 218
Agricultural 14,890 392 13,839 301
Residential real estate 4,070 78 5,291 109
Consumer — — 2 —
Total impaired loans $ 31,566 $ 813 $ 27,455 $ 628

As a result of line of credit agreements with borrowers, we had committed to advance $208 and $98 in additional funds to be disbursed in connection with impaired loans as of June 30, 2021 and December 31, 2020, respectively.

Troubled Debt Restructurings

A loan modification is considered to be a TDR when the modification includes terms outside of normal lending practices to a borrower who is experiencing financial difficulties.

Typical concessions granted include, but are not limited to:

•Agreeing to interest rates below prevailing market rates for debt with similar risk characteristics.

•Extending the amortization period beyond typical lending guidelines for loans with similar risk characteristics.

•Agreeing to an interest-only payment structure and delaying principal payments.

•Forgiving principal.

•Forgiving accrued interest.

To determine if a borrower is experiencing financial difficulties, factors we consider include:

•The borrower is currently in default on any debt.

•The borrower would likely default on any debt if the concession is not granted.

•The borrower’s cash flow is insufficient to service all debt if the concession is not granted.

•The borrower has declared, or is in the process of declaring, bankruptcy.

•The borrower is unlikely to continue as a going concern (if the entity is a business).

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The following is a summary of TDRs granted for the:

Three Months Ended June 30
2021 2020
Number of Loans Pre-Modification Recorded Investment Post-Modification Recorded Investment Number of Loans Pre-Modification Recorded Investment Post-Modification Recorded Investment
Commercial other 2 $ 109 $ 109 — $ — $ —
Agricultural other — — — 2 1,768 1,768
Total 2 $ 109 $ 109 2 $ 1,768 $ 1,768
Six Months Ended June 30
--- --- --- --- --- --- --- --- --- --- ---
2021 2020
Number of Loans Pre-Modification Recorded Investment Post-Modification Recorded Investment Number of Loans Pre-Modification Recorded Investment Post-Modification Recorded Investment
Commercial other 5 $ 4,761 $ 4,761 2 $ 963 $ 963
Agricultural other 6 3,712 3,712 4 2,361 2,361
Residential real estate — — — 2 93 93
Total 11 $ 8,473 $ 8,473 8 $ 3,417 $ 3,417

The following is a summary of concessions we granted to borrowers experiencing financial difficulty for the:

Three Months Ended June 30
2021 2020
Below Market Interest Rate Below Market Interest Rate and Extension of Amortization Period Below Market Interest Rate Below Market Interest Rate and Extension of Amortization Period
Number of Loans Pre-Modification Recorded Investment Number of Loans Pre-Modification Recorded Investment Number of Loans Pre-Modification Recorded Investment Number of Loans Pre-Modification Recorded Investment
Commercial other — $ — 2 $ 109 — $ — — $ —
Agricultural other — — — — — — 2 1,768
Total — $ — 2 $ 109 — $ — 2 $ 1,768
Six Months Ended June 30
--- --- --- --- --- --- --- --- --- --- --- --- ---
2021 2020
Below Market Interest Rate Below Market Interest Rate and Extension of Amortization Period Below Market Interest Rate Below Market Interest Rate and Extension of Amortization Period
Number of Loans Pre-Modification Recorded Investment Number of Loans Pre-Modification Recorded Investment Number of Loans Pre-Modification Recorded Investment Number of Loans Pre-Modification Recorded Investment
Commercial other 1 $ 3,189 4 $ 1,572 1 $ 919 1 $ 44
Agricultural other 6 3,712 — — — — 4 2,361
Residential real estate — — — — — — 2 93
Total 7 $ 6,901 4 $ 1,572 1 $ 919 7 $ 2,498

We did not restructure any loans by forgiving principal or accrued interest in the three and six-month periods ended June 30, 2021 or 2020.

Based on our historical loss experience, losses associated with TDRs are not significantly different than other impaired loans within the same loan segment. As such, TDRs, including TDRs that have been modified in the past 12 months that subsequently defaulted, are analyzed in the same manner as other impaired loans within their respective loan segment.

We had no loans that defaulted in the three and six-month periods ended June 30, 2021 and 2020 which were modified within 12 months prior to the default date.

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The following is a summary of TDR loan balances as of:

June 30<br>2021 December 31<br>2020
TDRs $ 29,347 $ 24,930

Measures we have taken to assist our customers in connection with the COVID-19 pandemic include loan programs that provide short-term payment relief.  Under these programs, borrowers whose loans were in good standing as of March 1, 2020 could elect to defer full or partial payments for a period not to exceed 180 days. Bank regulators issued a statement on March 22, 2020, and a revised statement on April 7, 2020, which provided confirmation that short-term loan modifications made on a good faith basis in response to COVID-19 to borrowers with a current payment status are not categorized as TDRs. Pursuant to this guidance, borrowers granted a short-term loan modification meeting this criteria were not categorized as TDR as of June 30, 2021.

Note 5 – Borrowed Funds

Borrowed funds consist of the following obligations as of:

June 30, 2021 December 31, 2020
Amount Rate Amount Rate
Securities sold under agreements to repurchase without stated maturity dates $ 62,274 0.08 % $ 68,747 0.13 %
FHLB advances 70,000 1.92 % 90,000 1.68 %
Subordinated debt, net of unamortized issuance costs 29,121 3.65 % — — %
Total $ 161,395 1.52 % $ 158,747 1.01 %

FHLB advances are collateralized by a blanket lien on all qualified 1-4 family residential real estate loans, specific AFS securities, and FHLB stock.

The following table lists the maturities and weighted average interest rates of FHLB advances as of:

June 30, 2021 December 31, 2020
Amount Rate Amount Rate
Fixed rate due 2021 $ 40,000 2.08 % $ 50,000 1.91 %
Variable rate due 2021 (1) — — % 10,000 0.52 %
Fixed rate due 2022 20,000 1.97 % 20,000 1.97 %
Fixed rate due 2026 10,000 1.17 % 10,000 1.17 %
Total $ 70,000 1.92 % $ 90,000 1.68 %

(1)Hedged advance (see “Derivative Instruments” section below)

Securities sold under agreements to repurchase are classified as secured borrowings and are reflected at the amount of cash received in connection with the transaction. The securities underlying the agreements have a carrying value and a fair value of $62,829 and $68,773 at June 30, 2021 and December 31, 2020, respectively. Such securities remain under our control. We may be required to provide additional collateral based on the fair value of underlying securities.

Securities sold under repurchase agreements without stated maturity dates, federal funds purchased, and FRB Discount Window advances generally mature within one to four days from the transaction date. We had no federal funds purchased or FRB Discount Window advances during the three and six-month periods ended June 30, 2021 and 2020.

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A summary of securities sold under repurchase agreements without stated maturity dates was as follows for the:

Three Months Ended June 30
2021 2020
Maximum Month End Balance Average Balance Weighted Average Interest Rate During the Period Maximum Month End Balance Average Balance Weighted Average Interest Rate During the Period
Securities sold under agreements to repurchase without stated maturity dates $ 62,274 $ 52,235 0.11 % $ 32,319 $ 31,036 0.10 %
Federal funds purchased $ 80 $ 4 0.40 % $ — $ — — %
Six Months Ended June 30
--- --- --- --- --- --- --- --- --- --- --- --- ---
2021 2020
Maximum Month End Balance Average Balance Weighted Average Interest Rate During the Period Maximum Month End Balance Average Balance Weighted Average Interest Rate During the Period
Securities sold under agreements to repurchase without stated maturity dates $ 62,274 $ 53,185 0.11 % $ 32,319 $ 30,980 0.10 %
Federal funds purchased $ 80 $ 2 0.40 % $ — $ — — %

We had pledged AFS securities and 1-4 family residential real estate loans in the following amounts at:

June 30<br>2021 December 31<br>2020
Pledged to secure borrowed funds $ 310,301 $ 302,041
Pledged to secure repurchase agreements 62,829 68,773
Pledged for public deposits and for other purposes necessary or required by law 31,055 39,641
Total $ 404,185 $ 410,455

AFS securities pledged to repurchase agreements without stated maturity dates consisted of the following at:

June 30<br>2021 December 31<br>2020
U.S. Treasury $ 19,071 $ —
States and political subdivisions 11,254 12,728
Mortgage-backed securities 16,387 30,250
Collateralized mortgage obligations 16,117 25,795
Total $ 62,829 $ 68,773

AFS securities pledged to repurchase agreements are monitored to ensure the appropriate level is collateralized. In the event of maturities, calls, significant principal repayments, or significant decline in market values, we have an adequate level of AFS securities to pledge to satisfy collateral requirements.

As of June 30, 2021, we had the ability to borrow up to an additional $248,818, based on assets pledged as collateral. We had no investment securities that were restricted from being pledged for specific purposes.

On June 2, 2021, we completed a private placement of $30,000 in aggregate principal amount of 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031 (the "Notes"). The Notes will initially bear a fixed interest rate of 3.25% until June 15, 2026, after which time until maturity on June 15, 2031, the interest rate will reset quarterly to an annual floating rate equal to the then-current 3-month SOFR plus 256 basis points. The Notes are redeemable by us at our option, in whole or in part, on or after June 15, 2026. The Notes are not subject to redemption at the option of the holders.

The following is a summary of subordinated debt as of:

June 30, 2021 December 31, 2020
Amount Rate Amount Rate
Subordinated debt, net of unamortized issuance costs $ 29,121 3.65 % $ — — %

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Derivative Instruments

We may use interest rate swaps to manage exposure to interest rate risk and variability in cash flows. The interest rate swap, associated with our variable rate borrowings, was designated upon inception as cash flow hedges of forecasted interest payments. We entered into a LIBOR-based interest rate swap that involves the receipt of variable amounts in exchange for fixed rate payments, in effect converting variable rate debt to fixed rate debt.

Cash flow hedges are assessed for effectiveness using regression analysis. The effective portion of changes in fair value are recorded in OCI and subsequently reclassified into interest expense in the same period in which the related interest on the variable rate borrowings affects earnings. In the event that a portion of the changes in fair value were determined to be ineffective, the ineffective amount would be recorded in earnings.

The following table provides information on derivatives related to variable rate borrowings as of December 31, 2020. There were no derivatives related to variable rate borrowings as of June 30, 2021 as the interest rate swap related to borrowings matured during the second quarter of 2021.

December 31, 2020
Pay Rate Receive Rate Remaining Life (Years) Notional Amount Balance Sheet Location Fair Value
Derivatives designated as hedging instruments
Cash Flow Hedges:
Interest rate swaps 1.56 % 3-Month LIBOR 0.3 $ 10,000 Other liabilities $ (54)

Derivatives contain an element of credit risk which arises from the possibility that we will incur a loss as a result of a counterparty failing to meet its contractual obligations. Credit risk is minimized through counterparty collateral, transaction limits and monitoring procedures. We also manage dealer credit risk by entering into interest rate derivatives only with primary and highly rated counterparties, the use of ISDA master agreements, and the use of counterparty limits.

Note 6 – Computation of Earnings Per Common Share

Basic earnings per common share represents income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share includes additional common shares that would have been outstanding if dilutive potential common shares had been issued. Potential common shares that may be issued relate solely to outstanding shares in the Directors Plan and grant awards under the RSP.

Earnings per common share have been computed based on the following for the:

Three Months Ended <br> June 30 Six Months Ended <br> June 30
2021 2020 2021 2020
Average number of common shares outstanding for basic calculation 7,944,455 7,924,318 7,956,889 7,927,298
Average potential effect of common shares in the Directors Plan (1) 102,452 144,430 108,385 154,177
Average potential effect of common shares in the RSP 16,257 — 10,489 —
Average number of common shares outstanding used to calculate diluted earnings per common share 8,063,164 8,068,748 8,075,763 8,081,475
Net income $ 4,621 $ 4,187 $ 10,019 $ 7,251
Earnings per common share
Basic $ 0.58 $ 0.53 $ 1.26 $ 0.91
Diluted $ 0.57 $ 0.52 $ 1.24 $ 0.90

(1)Exclusive of shares held in the Rabbi Trust

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Note 7 – Restricted Stock Plan

We adopted the RSP, an equity-based bonus plan, in 2020. Under the RSP, we may award restricted stock bonuses to eligible employees on an annual basis that are not fully transferable or vested until certain conditions are met. Currently, the eligible employees are the Corporation's President and CEO, CFO and the Bank's President. The RSP authorizes the issuance of unvested restricted stock to an eligible employee with a maximum award ranging from 25% to 40% of the employee’s annual salary, on a calendar year basis. The employee must also satisfy the annual performance targets and measures established by the Board of Directors. If these grant conditions are not satisfied, then the award of restricted shares will lapse or be adjusted appropriately, at the discretion of the Board of Directors. All Grant Agreements contain vesting conditions and clawback provisions.

A summary of changes in nonvested restricted stock awards for the year follows:

Number<br>of Shares Fair<br>Value
Balance, January 1, 2021 4,658 $ 82
Granted 11,599 252
Vested — —
Forfeited — —
Balance, June 30, 2021 16,257 $ 334

Expense related to RSP awards was $25 for the six-month period ended June 30, 2021. There was no expense for six-month period ended June 30, 2020. As of June 30, 2021, there was $295 of total remaining unrecognized compensation expense related to nonvested restricted stock awards granted under the RSP. The remaining expense is expected to be recognized over a weighted-average service period of 3.19 years.

Note 8 – Other Noninterest Expenses

A summary of expenses included in other noninterest expenses is as follows for the:

Three Months Ended <br> June 30 Six Months Ended <br> June 30
2021 2020 2021 2020
Audit, consulting, and legal fees $ 452 $ 498 $ 888 $ 931
ATM and debit card fees 462 328 879 651
Marketing costs 238 265 447 468
Memberships and subscriptions 217 159 428 358
Loan underwriting fees 200 212 390 378
FDIC insurance premiums 129 144 360 300
Director fees 180 177 339 359
Donations and community relations 108 105 254 435
All other 567 676 1,190 1,432
Total other noninterest expenses $ 2,553 $ 2,564 $ 5,175 $ 5,312

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Note 9 – Federal Income Taxes

The reconciliation of the provision for federal income taxes and the amount computed at the federal statutory tax rate of 21% of income before federal income tax expense is as follows for the:

Three Months Ended <br> June 30 Six Months Ended <br> June 30
2021 2020 2021 2020
Income taxes at statutory rate $ 1,156 $ 997 $ 2,508 $ 1,683
Effect of nontaxable income
Interest income on tax exempt municipal securities (159) (191) (331) (394)
Earnings on corporate owned life insurance policies (40) (113) (110) (261)
Other (7) (4) (13) (8)
Total effect of nontaxable income (206) (308) (454) (663)
Effect of nondeductible expenses 3 3 12 7
Effect of tax credits (72) (134) (144) (266)
Federal income tax expense $ 881 $ 558 $ 1,922 $ 761

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Note 10 – Accumulated Other Comprehensive Income

The following table summarizes the changes in AOCI by component for the:

Three Months Ended June 30
2021 2020
Unrealized<br>Gains<br>(Losses) on<br>AFS<br>Securities Unrealized<br>Gains<br>(Losses) on Derivative Instruments Defined<br>Benefit<br>Pension Plan Total Unrealized<br>Gains<br>(Losses) on<br>AFS<br>Securities Unrealized<br>Gains<br>(Losses) on Derivative Instruments Defined<br>Benefit<br>Pension Plan Total
Balance, April 1 $ 7,682 $ (21) $ (2,745) $ 4,916 $ 9,459 $ (54) $ (2,695) $ 6,710
OCI before reclassifications 988 27 — 1,015 2,059 (29) — 2,030
Tax effect (201) (6) — (207) (379) 6 — (373)
OCI, net of tax 787 21 — 808 1,680 (23) — 1,657
Balance, June 30 $ 8,469 $ — $ (2,745) $ 5,724 $ 11,139 $ (77) $ (2,695) $ 8,367
Six Months Ended June 30
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
2021 2020
Unrealized<br>Gains<br>(Losses) on<br>AFS<br>Securities Unrealized<br>Gains<br>(Losses) on Derivative Instruments Defined<br>Benefit<br>Pension Plan Total Unrealized<br>Gains<br>(Losses) on<br>AFS<br>Securities Unrealized<br>Gains<br>(Losses) on Derivative Instruments Defined<br>Benefit<br>Pension Plan Total
Balance, January 1 $ 10,485 $ (42) $ (2,745) $ 7,698 $ 4,612 $ 54 $ (2,695) $ 1,971
OCI before reclassifications (2,557) 53 — (2,504) 8,370 (165) — 8,205
Amounts reclassified from AOCI — — — — (71) — — (71)
Subtotal (2,557) 53 — (2,504) 8,299 (165) — 8,134
Tax effect 541 (11) — 530 (1,772) 34 — (1,738)
OCI, net of tax (2,016) 42 — (1,974) 6,527 (131) — 6,396
Balance, June 30 $ 8,469 $ — $ (2,745) $ 5,724 $ 11,139 $ (77) $ (2,695) $ 8,367

Included in OCI for the three and six-month periods ended June 30, 2021 and 2020 are changes in unrealized gains and losses related to auction rate money market preferred stocks. These investments, for federal income tax purposes, have no deferred federal income taxes related to unrealized gains or losses given the nature of the investments.

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A summary of the components of unrealized gains on AFS securities included in OCI follows for the:

Three Months Ended June 30
2021 2020
Auction Rate Money Market Preferred Stocks All Other AFS Securities Total Auction Rate Money Market Preferred Stocks All Other AFS Securities Total
Unrealized gains (losses) arising during the period $ 36 $ 952 $ 988 $ 253 $ 1,806 $ 2,059
Tax effect — (201) (201) — (379) (379)
Unrealized gains (losses), net of tax $ 36 $ 751 $ 787 $ 253 $ 1,427 $ 1,680
Six Months Ended June 30
--- --- --- --- --- --- --- --- --- --- --- --- ---
2021 2020
Auction Rate Money Market Preferred Stocks All Other AFS Securities Total Auction Rate Money Market Preferred Stocks All Other AFS Securities Total
Unrealized gains (losses) arising during the period $ 23 $ (2,580) $ (2,557) $ (140) $ 8,510 $ 8,370
Reclassification adjustment for net (gains) losses included in net income — — — — (71) (71)
Net unrealized gains (losses) 23 (2,580) (2,557) (140) 8,439 8,299
Tax effect — 541 541 — (1,772) (1,772)
Unrealized gains (losses), net of tax $ 23 $ (2,039) $ (2,016) $ (140) $ 6,667 $ 6,527

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Note 11 – Fair Value

Under fair value measurement and disclosure authoritative guidance, we group assets and liabilities measured at fair value into three levels, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value, based on the prioritization of inputs in the valuation techniques. These levels are:

Level 1: Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2: Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3: Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. Transfers between measurement levels are recognized at the end of reporting periods.

Fair value measurement requires the use of an exit price notion which may differ from entrance pricing. Generally we believe our assets and liabilities classified as Level 1 or Level 2 approximate an exit price notion.

Following is a description of the valuation methodologies, key inputs, and an indication of the level of the fair value hierarchy in which the assets or liabilities are classified.

AFS securities: AFS securities are recorded at fair value on a recurring basis. Level 1 fair value measurement is based upon quoted prices for identical instruments. Level 2 fair value measurement is based upon quoted prices for similar instruments. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss and liquidity assumptions. The values for Level 1 and Level 2 investment securities are generally obtained from an independent third party. On a quarterly basis, we compare the values provided to alternative pricing sources.

Loans: We do not record loans at fair value on a recurring basis. However, some loans are classified as impaired and a specific allowance for loan losses may be established. Loans for which it is probable that payment of interest and principal will be significantly different than the contractual terms of the original loan agreement are considered impaired. Once a loan is identified as impaired, we measure the estimated impairment. The fair value of impaired loans is estimated using one of several methods, including the present value of expected future cash flows discounted at the loan’s effective interest rate, or the fair value of the collateral, less costs to sell, if the loan is collateral dependent. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans.

We review the net realizable values of the underlying collateral for collateral dependent impaired loans on at least a quarterly basis for all loan types. To determine the collateral value, we utilize independent appraisals, broker price opinions, or internal evaluations. We review these valuations to determine whether an additional discount should be applied given the age of market information that may have been considered as well as other factors such as costs to sell an asset if it is determined that the collateral will be liquidated in connection with the ultimate settlement of the loan. We use these valuations to determine if any specific reserves or charge-offs are necessary. We may obtain new valuations in certain circumstances, including when there has been significant deterioration in the condition of the collateral, if the foreclosure process has begun, or if the existing valuation is deemed to be outdated.

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The following tables list the quantitative fair value information about impaired loans as of:

June 30, 2021
Valuation Technique Fair Value Unobservable Input Actual Range Weighted Average
Discount applied to collateral:
Real Estate 20% - 30% 24%
Equipment 20% - 35% 28%
Discounted value $21,963 Cash crop inventory 40% 40%
Livestock 30% 30%
Accounts receivable 50% 50%
Liquor license 75% 75%
December 31, 2020
--- --- --- --- ---
Valuation Technique Fair Value Unobservable Input Actual Range Weighted Average
Discount applied to collateral:
Real Estate 20% - 30% 23%
Equipment 20% - 50% 32%
Discounted value $19,540 Cash crop inventory 40% 40%
Livestock 30% 30%
Other inventory 50% 50%
Accounts receivable 25% - 50% 27%
Liquor license 75% 75%

Collateral discount rates may have ranges to accommodate differences in the age of the independent appraisal, broker price opinion, or internal evaluation.

Derivative instruments: Derivative instruments, consisting solely of interest rate swaps, are recorded at fair value on a recurring basis. Derivatives qualifying as cash flow hedges, when highly effective, are reported at fair value in other assets or other liabilities on our Consolidated Balance Sheets with changes in value recorded in OCI. Should the hedge no longer be considered effective, the ineffective portion of the change in fair value is recorded directly in earnings in the period in which the change occurs. The fair value of a derivative is determined by quoted market prices and model-based valuation techniques. As such, we classify derivative instruments as Level 2.

OMSR: OMSR (which are included in other assets) are subject to impairment testing. To test for impairment, we utilize a discounted cash flow analysis using interest rates and prepayment speed assumptions currently quoted for comparable instruments and discount rates. If the valuation model reflects a value less than the carrying value, OMSR are adjusted to fair value through a valuation allowance as determined by the model. As such, we classify OMSR subject to nonrecurring fair value adjustments as Level 2.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Although we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement.

Estimated Fair Values of Financial Instruments Not Recorded at Fair Value in their Entirety on a Recurring Basis

Disclosure of the estimated fair values of financial instruments, which differ from carrying values, often requires the use of estimates. In cases where quoted market values in an active market are not available, we use present value techniques and other valuation methods to estimate the fair values of our financial instruments. These valuation methods require considerable judgment and the resulting estimates of fair value can be significantly affected by the assumptions made and methods used.

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The carrying amount and estimated fair value of financial instruments not recorded at fair value in their entirety on a recurring basis were as follows as of:

June 30, 2021
Carrying<br>Value Estimated<br>Fair Value Level 1 Level 2 Level 3
ASSETS
Cash and cash equivalents $ 248,189 $ 248,189 $ 248,189 $ — $ —
Mortgage loans AFS 1,189 1,216 — 1,216 —
Gross loans 1,206,663 1,206,284 — — 1,206,284
Less allowance for loan and lease losses 9,360 9,360 — — 9,360
Net loans 1,197,303 1,196,924 — — 1,196,924
Accrued interest receivable 5,065 5,065 5,065 — —
Equity securities without readily determinable fair values (1) 17,383 N/A — — —
OMSR 2,208 2,740 — 2,740 —
LIABILITIES
Deposits without stated maturities 1,304,515 1,304,515 1,304,515 — —
Deposits with stated maturities 331,991 335,769 — 335,769 —
Federal funds purchased and repurchase agreements 62,274 62,265 — 62,265 —
FHLB advances 70,000 70,768 — 70,768 —
Subordinated debt, net of unamortized issuance costs 29,121 28,400 — 28,400 —
Accrued interest payable 347 347 347 — —
December 31, 2020
--- --- --- --- --- --- --- --- --- --- ---
Carrying<br>Value Estimated<br>Fair Value Level 1 Level 2 Level 3
ASSETS
Cash and cash equivalents $ 246,640 $ 246,640 $ 246,640 $ — $ —
Mortgage loans AFS 2,741 2,858 — 2,858 —
Gross loans 1,238,311 1,239,718 — — 1,239,718
Less allowance for loan and lease losses 9,744 9,744 — — 9,744
Net loans 1,228,567 1,229,974 — — 1,229,974
Accrued interest receivable 6,882 6,882 6,882 — —
Equity securities without readily determinable fair values (1) 17,383 N/A — — —
OMSR 2,308 2,480 — 2,480 —
LIABILITIES
Deposits without stated maturities 1,183,336 1,183,336 1,183,336 — —
Deposits with stated maturities 382,981 389,455 — 389,455 —
Federal funds purchased and repurchase agreements 68,747 68,738 — 68,738 —
FHLB advances 90,000 91,512 — 91,512 —
Subordinated debt, net of unamortized issuance costs — — — — —
Accrued interest payable 481 481 481 — —

(1)Due to the characteristics of equity securities without readily determinable fair values, they are not disclosed under a specific fair value hierarchy. When an impairment or write-down related to these securities is recorded, such amount would be classified as a nonrecurring Level 3 fair value adjustment.

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Financial Instruments Recorded at Fair Value

The table below presents the recorded amount of assets and liabilities measured at fair value on:

June 30, 2021 December 31, 2020
Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Recurring items
AFS securities
U.S. Treasury $ 132,593 $ — $ 132,593 $ — $ — $ — $ — $ —
States and political subdivisions 130,960 — 130,960 — 143,656 — 143,656 —
Auction rate money market preferred 3,260 — 3,260 — 3,237 — 3,237 —
Mortgage-backed securities 68,155 — 68,155 — 88,652 — 88,652 —
Collateralized mortgage obligations 109,294 — 109,294 — 101,983 — 101,983 —
Corporate 4,192 — 4,192 — 1,700 — 1,700 —
Total AFS securities 448,454 — 448,454 — 339,228 — 339,228 —
Derivative instruments — — — — 54 — 54 —
Nonrecurring items
Impaired loans (net of the ALLL) 21,963 — — 21,963 19,540 — — 19,540
OMSR 2,208 — 2,208 — 2,308 — 2,308 —
Total $ 472,625 $ — $ 450,662 $ 21,963 $ 361,130 $ — $ 341,590 $ 19,540
Percent of assets and liabilities measured at fair value — % 95.35 % 4.65 % — % 94.59 % 5.41 %

We recorded an impairment related to OMSR of $0 and $316 through earnings for the six-month period ended June 30, 2021 and 2020, respectively. We had no other assets or liabilities recorded at fair value with changes in fair value recognized through earnings, on a recurring basis or nonrecurring basis, as of June 30, 2021. Further, we had no unrealized gains and losses included in OCI for recurring Level 3 fair value measurements held at the end of the reporting period.

Note 12 – Operating Segments

Our reportable segments are based on legal entities that account for at least 10% of net operating results. The Bank as of June 30, 2021 and December 31, 2020 and for the three and six-month periods ended June 30, 2021 and 2020, represents approximately 90% or more of our consolidated total assets and operating results. As such, no additional segment reporting is presented.

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Note 13 – Parent Company Only Financial Information

Interim Condensed Balance Sheets

June 30<br>2021 December 31<br>2020
ASSETS
Cash on deposit at the Bank $ 28,027 $ 2,670
Investments in subsidiaries 173,014 166,096
Premises and equipment 1,504 1,529
Other assets 47,800 48,352
TOTAL ASSETS $ 250,345 $ 218,647
LIABILITIES AND SHAREHOLDERS’ EQUITY
Subordinated debt, net of unamortized issuance costs $ 29,121 $ —
Other liabilities 234 59
Shareholders' equity 220,990 218,588
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 250,345 $ 218,647

Interim Condensed Statements of Income

Three Months Ended <br> June 30 Six Months Ended <br> June 30
2021 2020 2021 2020
Income
Dividends from subsidiaries $ 700 $ 1,850 $ 2,000 $ 3,600
Interest income 1 — 1 1
Other income 4 126 10 127
Total income 705 1,976 2,011 3,728
Expenses
Interest expense 83 — 83 —
Occupancy and equipment 17 15 33 30
Audit, consulting, and legal fees 135 175 253 307
Director fees 86 89 171 183
Other 311 310 575 603
Total expenses 632 589 1,115 1,123
Income before income tax benefit and equity in undistributed earnings of subsidiaries 73 1,387 896 2,605
Federal income tax benefit 131 97 231 209
Income before equity in undistributed earnings of subsidiaries 204 1,484 1,127 2,814
Undistributed earnings of subsidiaries 4,417 2,703 8,892 4,437
Net income $ 4,621 $ 4,187 $ 10,019 $ 7,251

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Interim Condensed Statements of Cash Flows

Six Months Ended <br> June 30
2021 2020
Operating activities
Net income $ 10,019 $ 7,251
Adjustments to reconcile net income to cash provided by operations
Undistributed earnings of subsidiaries (8,892) (4,437)
Undistributed earnings of equity securities without readily determinable fair values — (31)
Share-based payment awards under the Directors Plan 256 233
Share-based payment awards under the RSP 25 —
Amortization of subordinated debt issuance costs 7 —
Depreciation 25 23
Changes in operating assets and liabilities which provided (used) cash
Other assets 552 (168)
Other liabilities 175 16
Net cash provided by (used in) operating activities 2,167 2,887
Investing activities
Financing activities
Issuance of subordinated debt, net of unamortized issuance costs 29,114 —
Cash dividends paid on common stock (4,275) (4,249)
Proceeds from the issuance of common stock 806 2,343
Common stock repurchased (1,860) (1,195)
Common stock purchased for deferred compensation obligations (595) (970)
Net cash provided by (used in) financing activities 23,190 (4,071)
Increase (decrease) in cash and cash equivalents 25,357 (1,184)
Cash and cash equivalents at beginning of period 2,670 1,360
Cash and cash equivalents at end of period $ 28,027 $ 176

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

ISABELLA BANK CORPORATION FINANCIAL REVIEW

(Dollars in thousands except per share amounts)

The following is management's discussion and analysis of our financial condition and results of operations for the unaudited three and six-month periods ended June 30, 2021 and 2020. This analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2020 and with the unaudited interim condensed consolidated financial statements and notes, beginning on page 4 of this report.

Executive Summary

During the three and six months ended June 30, 2021, we reported net income of $4,621 and $10,019 and earnings per common share of $0.58 and $1.26, respectively. Net income and earnings per common share for the same periods of 2020 were $4,187 and $7,251 and $0.53 and $0.91, respectively. Net interest income increased by $1,608 for the six-month period ended June 30, 2021 in comparison to the same period in 2020. A decline in the interest rate environment and a reduction in total loans were large drivers of a $2,140 decrease in interest income for the first six months of 2021 compared to the same period in 2020. Although, we benefited from the decline in interest rates and a reduction in higher-cost borrowings as interest expense on deposits and borrowings decreased $3,748 for the six-month period ended June 30, 2021 compared to the same period in 2020.

The provision for loan losses decreased by $1,385 for the six-month period ended June 30, 2021 compared to the same period in 2020. During 2020, increased economic and environmental risk factors, predominantly driven by COVID-19, drove a significant increase in the provision. While these risk factors remain, credit quality has been strong during 2021. As of June 30, 2021, total past due and nonaccrual loans were $3,913, or 0.32% of gross loans. Additionally, during the first six months of 2021, loan recoveries exceeded loan charge-offs. Strong credit quality, coupled with improvement in economic factors, such as unemployment rates, resulted in a reduction in the ALLL and a provision reversal during the first six months of 2021.

Noninterest income increased $603 during the first six months of 2021 compared to the same period in 2020. This increase was driven by service charges and fees along with net gain on sold mortgage loans which increased $786 and $503, respectively. Noninterest income during the same period of 2020 included an additional $723 related to gains from redemption of corporate owned life insurance policies. Noninterest expenses for the first six months of 2021 declined $333 in comparison to the same period in 2020 and can be attributed to disciplined operating expense control.

As of June 30, 2021, total assets and assets under management were $2,031,407 and $2,814,727, respectively. Assets under management include loans sold and serviced of $290,033 and investment and trust assets managed by Isabella Wealth of $493,287, in addition to assets on our consolidated balance sheet. Our securities portfolio increased $109,226 since December 31, 2020, predominantly due to purchases of treasury securities. Loans outstanding as of June 30, 2021 totaled $1,206,663. During the first six months of 2021, gross loans declined $31,648 which was largely driven by a decrease in advances to mortgage brokers. Total deposits were $1,636,506 as of June 30, 2021, which was an increase of $70,189 since December 31, 2020. Increases in demand and savings deposits, largely as a result of SBA PPP and government stimulus funds, were the main drivers of the increase in deposits. All regulatory capital ratios for the Bank exceeded the minimum thresholds to be considered a “well capitalized” institution.

Our net yield on interest earning assets (FTE) was 2.79% and 2.88% for the three and six months ended June 30, 2021, as compared to 2.92% and 2.95% for the three and six months ended June 30, 2020. Management implemented strategic programs focused on improving our net yield on interest earning assets, which includes enhanced pricing related to loans and a reduced reliance on higher-cost borrowed funds and brokered deposits as funding sources. While these efforts have helped, the current interest rate environment plus the elevated cash position has had a negative impact on the yield of interest earning assets and future improvements may be gradual. We are committed to increasing earnings and shareholder value through growth in our loan portfolio while maintaining strong underwriting standards, growth in our wealth management services, managing operating costs and increasing our presence within our geographical footprint.

Recent Events and Legislation

Impact of COVID-19: Unexpected and unprecedented changes have occurred during 2020 and into 2021 as the result of COVID-19.  The World Health Organization has declared the situation a global pandemic. The pandemic created significant market volatility, economic uncertainty, and disruption to normal business operations around the world, with slowdowns and shutdowns affecting entire industries.

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The CARES Act, an unprecedented federal government support program, was enacted on March 27, 2020 in response to the COVID-19 pandemic.  It is a $2 trillion stimulus package intended to provide financial relief across the country. The CARES Act included the PPP, which enabled businesses to obtain a forgivable SBA loan to meet payroll, rent, utility, and mortgage interest obligations for the 24-week period following the loan origination, and re-open quickly once the public health crisis ends. The first applications for PPP funds, with a term of two years, were accepted beginning on April 3, 2020.  During 2020, we facilitated more than 950 SBA PPP loans for a total of $99,459 and have had the opportunity to continue providing funding in 2021 under an additional government stimulus program. During the six-month period ended June 30, 2021, we funded 845 SBA PPP loans for a total of $54,551 under this additional government stimulus program. Bank regulators issued an interim rule that neutralizes the regulatory capital effects by allowing a zero percent risk weight, for capital purposes, to loans originated under the PPP. The capital rule was issued April 9, 2020, with an immediate effective date.

Since 2020, many customers have expressed their general concern about the uncertain economic conditions, but it is still premature to reasonably predict the magnitude of the impact. One measure we deployed to assist our customers included changes to service charges and fees on deposit accounts. Since the COVID-19 pandemic led to an increase in the need for electronic services and products, we elected to remove select deposit account charges and fees and temporarily waive others to ease the financial stress on our customers. Other measures we have taken to assist our customers include loan programs that provide short-term payment relief. Under these programs, borrowers whose loans were in good standing as of March 1, 2020 could elect to defer full or partial payments for a period not to exceed 180 days.  Loan payment deferrals totaled $306,103, or 23.8% of gross loans, as of June 30, 2020. As of September 30, 2020, active loan payment deferrals declined to $103,858, or 8.0% of gross loans, as the majority of borrowers granted loan payment deferrals had reverted back to contractual payments. As of December 31, 2020, active loan payment deferrals declined even further and totaled $6,048, or 0.5% of gross loans. As of June 30, 2021, we had active loan payment deferrals totaling $3,679, or 0.3% of gross loans.

Bank regulators issued a statement on March 22, 2020, and a revised statement on April 7, 2020, which provided confirmation that short-term loan modifications made on a good faith basis in response to COVID-19 to borrowers with a current payment status are not categorized as TDRs. Pursuant to this guidance, short-term loan modifications meeting this criteria were not categorized as TDR as of June 30, 2021. These programs, along with the SBA PPP, could mask or delay the detection or reporting of deterioration in credit quality indicators.

In response to the COVID-19 pandemic, we temporarily closed branch lobbies, modified staffing levels, and enabled remote working during most of 2020 and into 2021. While branch operations and staffing levels have generally resumed to normal, the extent to which COVID-19 impacts our business will depend on future developments, which remain highly uncertain and cannot be predicted with any accuracy. We expect the significance of the pandemic, including the extent of its effect on our financial and operational results, to be dictated by, among other factors, its duration, the success of efforts to contain the virus and variants to the virus and the impact of actions taken in response, including the distribution of effective vaccines and success in vaccination rates. Uncertainty created by the pandemic is pervasive, and continues to impact our operations, customers, and various areas of risk. We continue to closely monitor external events and are in continual discussion with our customers to assess, prepare and respond to conditions as they evolve.

Subordinated Debt Issuance: On June 2, 2021, we completed a private placement of $30,000 in aggregate principal amount of 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031 (the “Notes”) to various institutional investors (the “Offering”). The price for the Notes was 100% of the principal amount of the Notes. The Notes are intended to qualify as Tier 2 capital for regulatory purposes. We intend to utilize the net proceeds from the Offering for general corporate purposes, including potential repurchases of common stock and/or merger and acquisition activity. The Notes will initially bear a fixed interest rate of 3.25% until June 15, 2026, after which time until maturity on June 15, 2031, the interest rate will reset quarterly to an annual floating rate equal to the then-current 3-month SOFR plus 256 basis points. The Notes are redeemable by us at our option, in whole or in part, on or after June 15, 2026. Any redemption will be at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest. The Notes are not subject to redemption at the option of the holders.

Reclassifications

Certain amounts reported in the interim 2020 consolidated financial statements have been reclassified to conform to the 2021 presentation.

Subsequent Events

We evaluated subsequent events after June 30, 2021 through the date our interim condensed consolidated financial statements were issued for potential recognition and disclosure. No subsequent events require financial statement recognition or disclosure between June 30, 2021 and the date our interim condensed consolidated financial statements were issued.

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Results of Operations (Unaudited)

The following table outlines our quarter-to-date results of operations and provides certain performance measures as of, and for the three-month periods ended:

June 30<br>2021 March 31<br>2021 December 31<br>2020 September 30<br>2020 June 30<br>2020
INCOME STATEMENT DATA
Interest income $ 14,640 $ 15,290 $ 16,402 $ 15,700 $ 15,869
Interest expense 1,927 2,089 2,858 3,203 3,565
Net interest income 12,713 13,201 13,544 12,497 12,304
Provision for loan losses 31 (523) 256 516 105
Noninterest income 3,315 3,532 4,119 4,060 3,246
Noninterest expenses 10,495 10,817 18,638 10,950 10,700
Federal income tax expense (benefit) 881 1,041 (508) 734 558
Net income (loss) $ 4,621 $ 5,398 $ (723) $ 4,357 $ 4,187
PER SHARE
Basic earnings (loss) $ 0.58 $ 0.68 $ (0.10) $ 0.55 $ 0.53
Diluted earnings (loss) $ 0.57 $ 0.67 $ (0.10) $ 0.54 $ 0.52
Dividends $ 0.27 $ 0.27 $ 0.27 $ 0.27 $ 0.27
Tangible book value $ 21.73 $ 21.35 $ 21.29 $ 21.75 $ 21.52
Quoted market value
High $ 23.90 $ 22.50 $ 21.95 $ 19.00 $ 19.50
Low $ 21.00 $ 19.45 $ 15.73 $ 15.75 $ 15.60
Close (1) $ 23.00 $ 21.75 $ 19.57 $ 16.74 $ 18.25
Common shares outstanding (1) 7,946,658 7,958,883 7,997,247 8,007,901 7,977,019
PERFORMANCE RATIOS
Return on average total assets 0.91 % 1.09 % (0.15) % 0.90 % 0.89 %
Return on average shareholders' equity 8.35 % 9.78 % (1.30) % 7.78 % 7.63 %
Return on average tangible shareholders' equity 10.69 % 12.53 % (1.63) % 9.93 % 9.81 %
Net interest margin yield (FTE) 2.79 % 2.98 % 3.04 % 2.89 % 2.92 %
BALANCE SHEET DATA (1)
Gross loans $ 1,206,663 $ 1,195,918 $ 1,238,311 $ 1,303,308 $ 1,284,385
AFS securities $ 448,454 $ 367,324 $ 339,228 $ 363,054 $ 380,414
Total assets $ 2,031,407 $ 2,015,432 $ 1,957,378 $ 1,971,697 $ 1,913,227
Deposits $ 1,636,506 $ 1,643,581 $ 1,566,317 $ 1,495,095 $ 1,440,678
Borrowed funds $ 161,395 $ 141,967 $ 158,747 $ 238,349 $ 236,268
Shareholders' equity $ 220,990 $ 218,282 $ 218,588 $ 222,545 $ 219,991
Gross loans to deposits 73.73 % 72.76 % 79.06 % 87.17 % 89.15 %
ASSETS UNDER MANAGEMENT (1)
Loans sold with servicing retained $ 290,033 $ 298,514 $ 301,377 $ 289,524 $ 263,332
Assets managed by Isabella Wealth $ 493,287 $ 454,459 $ 443,967 $ 403,730 $ 395,214
Total assets under management $ 2,814,727 $ 2,768,405 $ 2,702,722 $ 2,664,951 $ 2,571,773
ASSET QUALITY (1)
Nonperforming loans to gross loans 0.28 % 0.38 % 0.43 % 0.38 % 0.42 %
Nonperforming assets to total assets 0.19 % 0.26 % 0.31 % 0.30 % 0.33 %
ALLL to gross loans 0.78 % 0.78 % 0.79 % 0.73 % 0.69 %
CAPITAL RATIOS (1)
Shareholders' equity to assets 10.88 % 10.83 % 11.17 % 11.29 % 11.50 %
Tier 1 leverage 8.46 % 8.56 % 8.37 % 8.76 % 8.86 %
Common equity tier 1 capital 13.81 % 13.77 % 12.97 % 12.90 % 12.90 %
Tier 1 risk-based capital 13.81 % 13.77 % 12.97 % 12.90 % 12.90 %
Total risk-based capital 17.00 % 14.54 % 13.75 % 13.64 % 13.60 %

(1) At end of period

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The following table outlines our year-to-date results of operations and provides certain performance measures as of, and for the six-month periods ended:

June 30<br>2021 June 30<br>2020 June 30<br>2019
INCOME STATEMENT DATA
Interest income $ 29,930 $ 32,070 $ 33,296
Interest expense 4,016 7,764 8,819
Net interest income 25,914 24,306 24,477
Provision for loan losses (492) 893 (145)
Noninterest income 6,847 6,244 5,490
Noninterest expenses 21,312 21,645 21,538
Federal income tax expense 1,922 761 890
Net income $ 10,019 $ 7,251 $ 7,684
PER SHARE
Basic earnings $ 1.26 $ 0.91 $ 0.97
Diluted earnings $ 1.24 $ 0.90 $ 0.95
Dividends $ 0.54 $ 0.54 $ 0.52
Tangible book value $ 21.73 $ 21.52 $ 20.17
Quoted market value
High $ 23.90 $ 24.50 $ 24.50
Low $ 19.45 $ 15.60 $ 22.25
Close (1) $ 23.00 $ 18.25 $ 23.25
Common shares outstanding (1) 7,946,658 7,977,019 7,918,494
PERFORMANCE RATIOS
Return on average total assets 1.00 % 0.78 % 0.85 %
Return on average shareholders' equity 9.06 % 6.67 % 7.58 %
Return on average tangible shareholders' equity 11.61 % 4.30 % 9.73 %
Net interest margin yield (FTE) 2.88 % 2.95 % 3.04 %
BALANCE SHEET DATA (1)
Gross loans $ 1,206,663 $ 1,284,385 $ 1,176,622
AFS securities $ 448,454 $ 380,414 $ 470,449
Total assets $ 2,031,407 $ 1,913,227 $ 1,824,592
Deposits $ 1,636,506 $ 1,440,678 $ 1,281,418
Borrowed funds $ 161,395 $ 236,268 $ 320,462
Shareholders' equity $ 220,990 $ 219,991 $ 208,114
Gross loans to deposits 73.73 % 89.15 % 91.82 %
ASSETS UNDER MANAGEMENT (1)
Loans sold with servicing retained $ 290,033 $ 263,332 $ 257,062
Assets managed by Isabella Wealth $ 493,287 $ 395,214 $ 487,180
Total assets under management $ 2,814,727 $ 2,571,773 $ 2,568,834
ASSET QUALITY (1)
Nonperforming loans to gross loans 0.28 % 0.42 % 0.70 %
Nonperforming assets to total assets 0.19 % 0.33 % 0.49 %
ALLL to gross loans 0.78 % 0.69 % 0.68 %
CAPITAL RATIOS (1)
Shareholders' equity to assets 10.88 % 11.50 % 11.41 %
Tier 1 leverage 8.46 % 8.86 % 9.03 %
Common equity tier 1 capital 13.81 % 12.90 % 12.43 %
Tier 1 risk-based capital 13.81 % 12.90 % 12.43 %
Total risk-based capital 17.00 % 13.60 % 13.06 %

(1) At end of period

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Average Balances, Interest Rates, and Net Interest Income

The following schedules present the daily average amount outstanding for each major category of interest earning assets, non-earning assets, interest bearing liabilities, and noninterest bearing liabilities. These schedules also present an analysis of interest income and interest expense for the periods indicated. All interest income is reported on a FTE basis using a federal income tax rate of 21%. Loans in nonaccrual status, for the purpose of the following computations, are included in the average loan balances. FRB and FHLB restricted equity holdings are included in other interest earning assets.

Three Months Ended
June 30, 2021 March 31, 2021 June 30, 2020
Average<br>Balance Tax<br>Equivalent<br>Interest Average<br>Yield /<br>Rate Average<br>Balance Tax<br>Equivalent<br>Interest Average<br>Yield /<br>Rate Average<br>Balance Tax<br>Equivalent<br>Interest Average<br>Yield /<br>Rate
INTEREST EARNING ASSETS
Loans $ 1,200,998 $ 12,504 4.16 % $ 1,201,693 $ 13,097 4.36 % $ 1,241,856 $ 13,297 4.28 %
Taxable investment securities 281,245 1,140 1.62 % 190,450 1,165 2.45 % 237,769 1,352 2.27 %
Nontaxable investment securities 122,514 1,117 3.65 % 131,850 1,194 3.62 % 141,229 1,333 3.78 %
Fed funds sold 3 — 0.01 % 2 — 0.01 % 12 — 0.04 %
Other 265,227 193 0.29 % 295,104 163 0.22 % 111,702 234 0.84 %
Total earning assets 1,869,987 14,954 3.20 % 1,819,099 15,619 3.43 % 1,732,568 16,216 3.74 %
NONEARNING ASSETS
Allowance for loan losses (9,326) (9,833) (8,769)
Cash and demand deposits due from banks 28,629 28,944 20,389
Premises and equipment 24,826 25,151 25,854
Accrued income and other assets 106,780 113,101 120,444
Total assets $ 2,020,896 $ 1,976,462 $ 1,890,486
INTEREST BEARING LIABILITIES
Interest bearing demand deposits $ 330,586 $ 45 0.05 % $ 315,189 $ 77 0.10 % $ 249,735 $ 86 0.14 %
Savings deposits 550,145 149 0.11 % 531,302 149 0.11 % 447,416 257 0.23 %
Time deposits 347,155 1,250 1.44 % 367,892 1,442 1.57 % 387,636 1,904 1.96 %
Federal funds purchased and repurchase agreements 52,239 11 0.08 % 54,145 16 0.12 % 31,036 7 0.09 %
FHLB advances 84,725 389 1.84 % 90,000 405 1.80 % 222,802 1,311 2.35 %
Subordinated debt, net of unamortized issuance costs 9,551 83 3.48 % — — — % — — — %
Total interest bearing liabilities 1,374,401 1,927 0.56 % 1,358,528 2,089 0.62 % 1,338,625 3,565 1.07 %
NONINTEREST BEARING LIABILITIES
Demand deposits 412,600 383,189 317,035
Other 12,478 13,910 15,355
Shareholders’ equity 221,417 220,835 219,471
Total liabilities and shareholders’ equity $ 2,020,896 $ 1,976,462 $ 1,890,486
Net interest income (FTE) $ 13,027 $ 13,530 $ 12,651
Net yield on interest earning assets (FTE) 2.79 % 2.98 % 2.92 %

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Six Months Ended
June 30, 2021 June 30, 2020
Average<br>Balance Tax<br>Equivalent<br>Interest Average<br>Yield /<br>Rate Average<br>Balance Tax<br>Equivalent<br>Interest Average<br>Yield /<br>Rate
INTEREST EARNING ASSETS
Loans $ 1,201,344 $ 25,601 4.26 % $ 1,204,961 $ 26,551 4.41 %
Taxable investment securities 236,099 2,305 1.95 % 244,783 2,841 2.32 %
Nontaxable investment securities 127,157 2,311 3.63 % 146,799 2,751 3.75 %
Fed funds sold 3 — 0.01 % 6 — 0.07 %
Other 280,083 356 0.25 % 101,000 639 1.27 %
Total earning assets 1,844,686 30,573 3.31 % 1,697,549 32,782 3.86 %
NONEARNING ASSETS
Allowance for loan losses (9,574) (8,368)
Cash and demand deposits due from banks 28,787 20,972
Premises and equipment 24,987 26,052
Accrued income and other assets 109,898 115,615
Total assets $ 1,998,784 $ 1,851,820
INTEREST BEARING LIABILITIES
Interest bearing demand deposits $ 322,931 $ 122 0.08 % $ 242,448 $ 169 0.14 %
Savings deposits 540,776 298 0.11 % 437,025 891 0.41 %
Time deposits 357,466 2,692 1.51 % 396,178 3,978 2.01 %
Federal funds purchased and repurchase agreements 53,187 27 0.10 % 30,980 15 0.10 %
FHLB advances 87,348 794 1.82 % 231,264 2,711 2.34 %
Subordinated debt, net of unamortized issuance costs 4,665 83 3.56 % — — — %
Total interest bearing liabilities 1,366,373 4,016 0.59 % 1,337,895 7,764 1.16 %
NONINTEREST BEARING LIABILITIES
Demand deposits 397,959 281,638
Other 13,311 14,747
Shareholders’ equity 221,141 217,540
Total liabilities and shareholders’ equity $ 1,998,784 $ 1,851,820
Net interest income (FTE) $ 26,557 $ 25,018
Net yield on interest earning assets (FTE) 2.88 % 2.95 %

Net interest income is the amount by which interest income on earning assets exceeds the interest expense on interest bearing liabilities. Net interest income is influenced by changes in the balance and mix of assets and liabilities, as well as market interest rates. While we exert some control over these factors, FRB monetary policy and competition have a significant impact. For analytical purposes, net interest income is adjusted to an FTE basis by including the income tax savings from interest on tax exempt loans and nontaxable investment securities, thus making year to year comparisons more meaningful.

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Volume and Rate Variance Analysis

The following table sets forth the effect of volume and rate changes on interest income and expense for the periods indicated. Changes in interest due to volume and rate were determined as follows:

Volume—change in volume multiplied by the previous period's rate.

Rate—change in the FTE rate multiplied by the previous period's volume.

The change in interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.

Three Months Ended <br> June 30, 2021 Compared to <br> March 31, 2021 <br> Increase (Decrease) Due to Three Months Ended <br> June 30, 2021 Compared to  <br> June 30, 2020 <br>  Increase (Decrease) Due to Six Months Ended <br> June 30, 2021 Compared to <br> June 30, 2020 <br> Increase (Decrease) Due to
Volume Rate Net Volume Rate Net Volume Rate Net
Changes in interest income
Loans $ (8) $ (585) $ (593) $ (431) $ (362) $ (793) $ (79) $ (871) $ (950)
Taxable investment securities 446 (471) (25) 220 (432) (212) (98) (438) (536)
Nontaxable investment securities (85) 8 (77) (172) (44) (216) (359) (81) (440)
Other (18) 48 30 179 (220) (41) 509 (792) (283)
Total changes in interest income 335 (1,000) (665) (204) (1,058) (1,262) (27) (2,182) (2,209)
Changes in interest expense
Interest bearing demand deposits 4 (36) (32) 22 (63) (41) 45 (92) (47)
Savings deposits 5 (5) — 50 (158) (108) 174 (767) (593)
Time deposits (79) (113) (192) (184) (470) (654) (361) (925) (1,286)
Federal funds purchased and repurchase agreements (1) (4) (5) 4 — 4 11 1 12
FHLB advances (24) 8 (16) (681) (241) (922) (1,409) (508) (1,917)
Subordinated debt, net of unamortized issuance costs 83 — 83 83 — 83 83 — 83
Total changes in interest expense (12) (150) (162) (706) (932) (1,638) (1,457) (2,291) (3,748)
Net change in interest margin (FTE) $ 347 $ (850) $ (503) $ 502 $ (126) $ 376 $ 1,430 $ 109 $ 1,539

The flattening of the yield curve continues to place pressure on our net interest margin and led to a decline in our net yield on interest earning assets. Given the uncertainty in rates and the economic environment as a result of COVID-19, improvement in our net yield on interest earning assets could be gradual.

Average Yield / Rate for the Three-Month Periods Ended:
June 30<br>2021 March 31<br>2021 December 31<br>2020 September 30<br>2020 June 30<br>2020
Total earning assets 3.20 % 3.43 % 3.66 % 3.61 % 3.74 %
Total interest bearing liabilities 0.56 % 0.62 % 0.83 % 0.95 % 1.07 %
Net yield on interest earning assets (FTE) 2.79 % 2.98 % 3.04 % 2.89 % 2.92 %
Quarter to Date Net Interest Income (FTE)
--- --- --- --- --- --- --- --- --- --- ---
June 30<br>2021 March 31<br>2021 December 31<br>2020 September 30<br>2020 June 30<br>2020
Total interest income (FTE) $ 14,954 $ 15,619 $ 16,722 $ 16,027 $ 16,216
Total interest expense 1,927 2,089 2,858 3,203 3,565
Net interest income (FTE) $ 13,027 $ 13,530 $ 13,864 $ 12,824 $ 12,651

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Allowance for Loan and Lease Losses

The viability of any financial institution is ultimately determined by its management of credit risk. Loans represent our single largest concentration of risk. The ALLL is our estimation of incurred losses within the existing loan portfolio. We allocate the ALLL throughout the loan portfolio based on our assessment of the underlying risks associated within each loan segment. Our assessments include allocations based on specific impairment valuation allowances, historical charge-offs, internally assigned credit risk ratings, and past due and nonaccrual balances. A portion of the ALLL is not allocated to any one loan segment, but is instead a representation of other qualitative risks that reflect the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

The following table summarizes our charge-offs, recoveries, provision for loan losses, and ALLL balances as of, and for the:

Three Months Ended <br> June 30 Six Months Ended <br> June 30
2021 2020 2021 2020
ALLL at beginning of period $ 9,271 $ 8,697 $ 9,744 $ 7,939
Charge-offs
Commercial — 1 31 5
Agricultural — 6 — 22
Residential real estate — — — 15
Consumer 53 59 181 182
Total charge-offs 53 66 212 224
Recoveries
Commercial 17 30 99 52
Agricultural 3 2 5 35
Residential real estate 48 39 103 66
Consumer 43 70 113 116
Total recoveries 111 141 320 269
Net loan charge-offs (recoveries) (58) (75) (108) (45)
Provision for loan losses 31 105 (492) 893
ALLL at end of period $ 9,360 $ 8,877 $ 9,360 $ 8,877
Net loan charge-offs (recoveries) to average loans outstanding — % (0.01) % (0.01) % — %

The following table summarizes our charge-offs, recoveries, provisions for loan losses, and ALLL balances as of, and for the three-month periods ended:

June 30<br>2021 March 31<br>2021 December 31<br>2020 September 30<br>2020 June 30<br>2020
Total charge-offs $ 53 $ 159 $ 111 $ 46 $ 66
Total recoveries 111 209 93 159 141
Net loan charge-offs (recoveries) (58) (50) 18 (113) (75)
Net loan charge-offs (recoveries) to average loans outstanding — % — % — % (0.01) % (0.01) %
Provision for loan losses $ 31 $ (523) $ 256 $ 516 $ 105
Provision for loan losses to average loans outstanding — % (0.04) % 0.02 % 0.04 % 0.01 %
ALLL $ 9,360 $ 9,271 $ 9,744 $ 9,506 $ 8,877
ALLL as a % of loans at end of period 0.78 % 0.78 % 0.79 % 0.73 % 0.69 %

While we have experienced fluctuations in credit quality indicators in recent periods, credit quality remained strong at June 30, 2021. The COVID-19 pandemic led to the temporary and some permanent closures of businesses throughout the communities in which we serve, which also led to increased unemployment. We increased the ALLL during 2020 as a result of increased economic and environmental related risk factors, primarily driven by COVID-19. While these risk factors remain, improvement in credit quality indicators and a reduction in loans outstanding resulted in a reduction to the ALLL during the first six months of 2021.

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The economic impact from the COVID-19 pandemic could pose significant credit risk due to the potential inability of consumer and commercial borrowers to make contractual payments. In late March 2020, we implemented payment programs for borrowers to alleviate the financial setback due to the temporary closure of businesses and lost wages. These programs, along with the SBA PPP and government stimulus funding, could mask or delay the detection or reporting of deterioration in credit quality indicators. We continue to monitor the economic impact from COVID-19 as it relates to credit risk to ensure the ALLL is appropriate.

The following table illustrates the two main components of the ALLL as of:

June 30<br>2021 March 31<br>2021 December 31<br>2020 September 30<br>2020 June 30<br>2020
ALLL
Individually evaluated for impairment $ 1,201 $ 1,380 $ 911 $ 869 $ 950
Collectively evaluated for impairment 8,159 7,891 8,833 8,637 7,927
Total $ 9,360 $ 9,271 $ 9,744 $ 9,506 $ 8,877
ALLL to gross loans
Individually evaluated for impairment 0.10 % 0.12 % 0.07 % 0.07 % 0.07 %
Collectively evaluated for impairment 0.68 % 0.66 % 0.72 % 0.66 % 0.62 %
Total 0.78 % 0.78 % 0.79 % 0.73 % 0.69 %

While we utilize our best judgment and information available, the ultimate adequacy of the ALLL is dependent upon a variety of factors beyond our control, including the performance of our borrowers, the economy, and changes in interest rates. We closely monitor overall credit quality indicators and our policies and procedures related to the analysis of the ALLL to ensure that the ALLL remains at an appropriate level.

For further discussion of the allocation of the ALLL, see “Note 4 – Loans and ALLL” of our interim condensed consolidated financial statements.

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Loans Past Due and Loans in Nonaccrual Status

Fluctuations in past due and nonaccrual status loans can have a significant impact on the ALLL. To determine the potential impact, and corresponding estimated losses, we analyze our historical loss trends on loans past due greater than 30 days and nonaccrual status loans for indications of additional deterioration.

Total Past Due and Nonaccrual Loans
June 30<br>2021 March 31<br>2021 December 31<br>2020 September 30<br>2020 June 30<br>2020
Commercial $ 513 $ 1,434 $ 2,148 $ 2,082 $ 1,986
Agricultural 3,014 3,051 3,786 3,903 4,455
Residential real estate 277 1,344 3,580 1,160 384
Consumer 109 34 96 72 45
Total $ 3,913 $ 5,863 $ 9,610 $ 7,217 $ 6,870
Total past due and nonaccrual loans to gross loans 0.32 % 0.49 % 0.78 % 0.55 % 0.53 %

Loans past due and in nonaccrual status continued to decline during the second quarter of 2021 as a result of increased credit quality. A summary of loans past due and in nonaccrual status, including the composition of the ending balance of nonaccrual status loans by type, is included in “Note 4 – Loans and ALLL” of our interim condensed consolidated financial statements.

Troubled Debt Restructurings

We have taken a proactive approach modifying loans to assist borrowers who are willing to work with us, thus making them less likely to default, and to avoid foreclosure. This approach has permitted certain borrowers to accept a payment structure that will allow them to continue making payments in lieu of foreclosure. Modifications have been successful for us and our customers as very few of the modified loans have resulted in foreclosures. The majority of modifications result in terms that satisfy our criteria for continued interest accrual. TDRs that have been placed in nonaccrual status may be placed back on accrual status after six months of continued performance and achievement of current payment status.

We restructure debt with borrowers who, due to financial difficulties, are unable to service their debt under the original terms. We may extend the amortization period, reduce interest rates, allow temporary interest-only payment structures, forgive principal, forgive interest, or grant a combination of these modifications. Typically, the modifications are for a period of three years or less. There were no TDRs that were government sponsored as of June 30, 2021 or December 31, 2020.

Losses associated with TDRs, if any, are included in the estimation of the ALLL during the quarter in which a loan is identified as a TDR, and we review the analysis of the ALLL estimation each reporting period thereafter to ensure its continued appropriateness.

The following tables provide roll-forwards of TDRs for the:

Three Months Ended June 30, 2021
Accruing Interest Nonaccrual Total
Number<br>of<br>Loans Balance Number<br>of<br>Loans Balance Number<br>of<br>Loans Balance
April 1, 2021 113 $ 28,947 7 $ 2,568 120 $ 31,515
New modifications 2 109 — — 2 109
Principal advances (payments) — 222 — (45) — 177
Loans paid off (13) (2,454) — — (13) (2,454)
Transfers to nonaccrual status (1) (39) 1 39 — —
June 30, 2021 101 $ 26,785 8 $ 2,562 109 $ 29,347
Six Months Ended June 30, 2021
--- --- --- --- --- --- --- --- --- ---
Accruing Interest Nonaccrual Total
Number<br>of<br>Loans Balance Number<br>of<br>Loans Balance Number<br>of<br>Loans Balance
January 1, 2021 108 $ 22,200 7 $ 2,730 115 $ 24,930
New modifications 11 8,473 — — 11 8,473
Principal advances (payments) — (838) — (207) — (1,045)
Loans paid off (17) (3,011) — — (17) (3,011)
Transfers to nonaccrual status (1) (39) 1 39 — —
June 30, 2021 101 $ 26,785 8 $ 2,562 109 $ 29,347
Three Months Ended June 30, 2020
--- --- --- --- --- --- --- --- --- ---
Accruing Interest Nonaccrual Total
Number<br>of<br>Loans Balance Number<br>of<br>Loans Balance Number<br>of<br>Loans Balance
April 1, 2020 114 $ 20,268 9 $ 3,849 123 $ 24,117
New modifications 2 1,768 — — 2 1,768
Principal advances (payments) — (90) — (24) — (114)
Loans paid off (6) (1,461) (2) (850) (8) (2,311)
Transfers to OREO — — (1) (275) (1) (275)
Transfers to accrual status 1 104 (1) (104) — —
June 30, 2020 111 $ 20,589 5 $ 2,596 116 $ 23,185
Six Months Ended June 30, 2020
--- --- --- --- --- --- --- --- --- ---
Accruing Interest Nonaccrual Total
Number<br>of<br>Loans Balance Number<br>of<br>Loans Balance Number<br>of<br>Loans Balance
January 1, 2020 122 $ 21,194 9 $ 3,543 131 $ 24,737
New modifications 7 2,924 1 493 8 3,417
Principal advances (payments) — (1,074) — (130) — (1,204)
Loans paid off (19) (2,559) (2) (850) (21) (3,409)
Transfers to OREO — — (2) (356) (2) (356)
Transfers to accrual status 1 104 (1) (104) — —
June 30, 2020 111 $ 20,589 5 $ 2,596 116 $ 23,185

The following table summarizes our TDRs as of:

June 30, 2021 December 31, 2020
Accruing<br>Interest Nonaccrual Total Accruing<br>Interest Nonaccrual Total Total<br>Change
Current $ 26,785 $ 2,500 $ 29,285 $ 22,017 $ 2,421 $ 24,438 $ 4,847
Past due 30-59 days — — — 183 — 183 (183)
Past due 60-89 days — 39 39 — — — 39
Past due 90 days or more — 23 23 — 309 309 (286)
Total $ 26,785 $ 2,562 $ 29,347 $ 22,200 $ 2,730 $ 24,930 $ 4,417

Additional disclosures about TDRs are included in “Note 4 – Loans and ALLL” of our interim condensed consolidated financial statements.

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Impaired Loans

The following is a summary of information pertaining to impaired loans as of:

June 30, 2021 December 31, 2020
Recorded<br>Balance Unpaid<br>Principal<br>Balance Valuation<br>Allowance Recorded<br>Balance Unpaid<br>Principal<br>Balance Valuation<br>Allowance
TDRs
Commercial real estate $ 8,404 $ 8,659 $ 533 $ 4,915 $ 5,169 $ 79
Commercial other 3,444 3,444 8 3,567 3,567 5
Agricultural real estate 9,520 9,520 — 9,667 9,667 54
Agricultural other 4,672 4,672 — 2,903 2,903 2
Residential real estate senior liens 3,307 3,463 590 3,878 4,073 692
Total TDRs 29,347 29,758 1,131 24,930 25,379 832
Other impaired loans
Commercial real estate 156 217 — 139 201 —
Commercial other — — — 1,200 1,200 —
Agricultural real estate 544 594 3 1,008 1,058 —
Agricultural other 107 107 — 218 218 —
Residential real estate senior liens 381 497 67 441 588 79
Total other impaired loans 1,188 1,415 70 3,006 3,265 79
Total impaired loans $ 30,535 $ 31,173 $ 1,201 $ 27,936 $ 28,644 $ 911

We continue to devote considerable attention to identifying impaired loans and adjusting the net carrying value of these loans to their current net realizable values through the establishment of a specific reserve or the recognition of a charge-off.

Additional disclosures related to impaired loans are included in “Note 4 – Loans and ALLL” of our interim condensed consolidated financial statements.

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Nonperforming Assets

The following table summarizes our nonperforming assets as of:

June 30<br>2021 March 31<br>2021 December 31<br>2020 September 30<br>2020 June 30<br>2020
Nonaccrual status loans $ 3,329 $ 4,532 $ 5,313 $ 4,946 $ 5,319
Accruing loans past due 90 days or more — — — — 53
Total nonperforming loans 3,329 4,532 5,313 4,946 5,372
Foreclosed assets 365 384 527 651 776
Debt securities 230 230 230 230 230
Total nonperforming assets $ 3,924 $ 5,146 $ 6,070 $ 5,827 $ 6,378
Nonperforming loans as a % of total loans 0.28 % 0.38 % 0.43 % 0.38 % 0.42 %
Nonperforming assets as a % of total assets 0.19 % 0.26 % 0.31 % 0.30 % 0.33 %

The accrual of interest on commercial and agricultural loans, as well as residential real estate loans, is discontinued at the time a loan is 90 days or more past due unless the credit is well-secured and in the process of short-term collection. Upon transferring a loan to nonaccrual status, we perform an evaluation to determine the net realizable value of the underlying collateral. This evaluation is used to help determine if a charge-off is necessary. Consumer loans are typically charged-off no later than 180 days past due. Loans may be placed back on accrual status after six months of continued performance and achievement of current payment status. While the level of nonperforming loans has fluctuated in recent periods, it remains low in comparison to peer banks.

The following table summarizes nonaccrual loans as of:

June 30<br>2021 March 31<br>2021 December 31<br>2020 September 30<br>2020 June 30<br>2020
Commercial $ 182 $ 1,328 $ 1,329 $ 1,364 $ 1,367
Agricultural 3,014 3,051 3,785 3,538 3,656
Residential real estate 133 153 199 44 296
Total $ 3,329 $ 4,532 $ 5,313 $ 4,946 $ 5,319

Included in the nonaccrual loan balances above were loans currently classified as TDR as of:

June 30<br>2021 March 31<br>2021 December 31<br>2020 September 30<br>2020 June 30<br>2020
Commercial $ 159 $ 127 $ 129 $ 134 $ 28
Agricultural 2,362 2,399 2,559 2,563 2,568
Residential real estate 41 42 42 — —
Total $ 2,562 $ 2,568 $ 2,730 $ 2,697 $ 2,596

Additional disclosures about nonaccrual status loans are included in “Note 4 – Loans and ALLL” of our interim condensed consolidated financial statements.

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Noninterest Income and Noninterest Expenses

Significant noninterest income balances are highlighted in the following tables for the:

Three Months Ended June 30
Change
2021 2020 %
Service charges and fees
ATM and debit card fees $ 1,127 $ 883 27.63 %
Service charges and fees on deposit accounts 481 350 131 37.43 %
Freddie Mac servicing fee 181 155 26 16.77 %
Net OMSR income (loss) (68) (89) 21 N/M
Other fees for customer services 109 87 22 25.29 %
Total service charges and fees 1,830 1,386 444 32.03 %
Wealth management fees 806 656 150 22.87 %
Net gain on sale of mortgage loans 375 466 (91) (19.53) %
Earnings on corporate owned life insurance policies 190 189 1 0.53 %
Gains from redemption of corporate owned life insurance policies 4 349 (345) (98.85) %
All other 110 200 (90) (45.00) %
Total noninterest income $ 3,315 $ 3,246 2.13 %

All values are in US Dollars.

Six Months Ended June 30
Change
2021 2020 %
Service charges and fees
ATM and debit card fees $ 2,126 $ 1,677 26.77 %
Service charges and fees on deposit accounts 917 937 (20) (2.13) %
Freddie Mac servicing fee 395 314 81 25.80 %
Net OMSR income (loss) (100) (350) 250 N/M
Other fees for customer services 187 161 26 16.15 %
Total service charges and fees 3,525 2,739 786 28.70 %
Wealth management fees 1,502 1,228 274 22.31 %
Net gain on sale of mortgage loans 1,120 617 503 81.52 %
Earnings on corporate owned life insurance policies 376 371 5 1.35 %
Gains from redemption of corporate owned life insurance policies 150 873 (723) (82.82) %
All other 174 416 (242) (58.17) %
Total noninterest income $ 6,847 $ 6,244 9.66 %

All values are in US Dollars.

ATM and debit card fees fluctuate from period to period based primarily on their usage. The usage of ATM and debit cards has increased during 2021 and this trend is expected to continue during the remainder of 2021. As such, we anticipate fees during the remainder of 2021 will continue to increase as a result of usage.

Service charges and fees on deposit accounts declined in 2020 as a result of waived fees. In response to the COVID-19 pandemic, which led to an increase in the need for electronic services and products, we elected to remove select deposit account related charges and fees and temporarily waive some charges and fees to ease the financial stress of our customers. Despite some fees being removed, fee income has increased during 2021 but has yet to reach pre-pandemic levels. As such, service charges and fees during the remainder of 2021 are expected to approximate 2020 levels.

OMSR income results are driven, in part, by changes in offering rates on residential mortgage loans, anticipated prepayments in the servicing-retained portfolio, and the volume of loans within the servicing-retained portfolio. Increased prepayment speeds, as a result of a decline in interest rates during the first quarter of 2020, were the primary driver of the losses recognized during the first six months of 2020. While the volume of loans serviced have increased during the last year, which increases the value

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of the servicing rights, the prepayment speeds have also increased which has resulted in the recognition of a loss during the first half of 2021. OMSR income during the remainder of 2021 may continue to experience fluctuations and could vary from 2020 levels.

Net gain on sale of mortgage loans fluctuates as the result of a change in the amount of loans sold, loan pricing and interest rates. The amount of loans sold is driven by customer demand and balance sheet management strategies. We experienced a significant increase in loan demand during most of 2020 and into 2021 which led to an increase in the number and dollar amount of loans sold. As such, net gain on sale of mortgage loans increased significantly. As demand is expected to slow during the remainder of 2021, net gain on sale of mortgage loans is not expected to exceed 2020 levels.

The increase in wealth management fees in the first half of 2021 was driven by a combination of the growth in the stock market and increased new business activity in comparison to the same period last year. Wealth management fees during the remainder of 2021 is expected to exceed 2020 levels.

We recognized income during the first half of 2021 and 2020 from the redemption of corporate owned life insurance policies in connection with the passing of retired bank employees.

The fluctuations in all other income are spread throughout various categories, none of which are individually significant.

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Significant noninterest expense balances are highlighted in the following tables for the:

Three Months Ended June 30
Change
2021 2020 %
Compensation and benefits $ 5,700 $ 5,793 (1.61) %
Furniture and equipment 1,327 1,431 (104) (7.27) %
Occupancy 915 912 3 0.33 %
Other
Audit, consulting, and legal fees 452 498 (46) (9.24) %
ATM and debit card fees 462 328 134 40.85 %
Marketing costs 238 265 (27) (10.19) %
Memberships and subscriptions 217 159 58 36.48 %
Loan underwriting fees 200 212 (12) (5.66) %
FDIC insurance premiums 129 144 (15) (10.42) %
Director fees 180 177 3 1.69 %
Donations and community relations 108 105 3 2.86 %
All other 567 676 (109) (16.12) %
Total other noninterest expenses 2,553 2,564 (11) (0.43) %
Total noninterest expenses $ 10,495 $ 10,700 (1.92) %

All values are in US Dollars.

Six Months Ended June 30
Change
2021 2020 %
Compensation and benefits $ 11,577 $ 11,662 (0.73) %
Furniture and equipment 2,700 2,892 (192) (6.64) %
Occupancy 1,860 1,779 81 4.55 %
Other
Audit, consulting, and legal fees 888 931 (43) (4.62) %
ATM and debit card fees 879 651 228 35.02 %
Marketing costs 447 468 (21) (4.49) %
Memberships and subscriptions 428 358 70 19.55 %
Loan underwriting fees 390 378 12 3.17 %
FDIC insurance premiums 360 300 60 20.00 %
Director fees 339 359 (20) (5.57) %
Donations and community relations 254 435 (181) (41.61) %
All other 1,190 1,432 (242) (16.90) %
Total other noninterest expenses 5,175 5,312 (137) (2.58) %
Total noninterest expenses $ 21,312 $ 21,645 (1.54) %

All values are in US Dollars.

We have experienced increased usage of ATM and debit cards which has resulted in increased income and also increased ATM and debit card expenses. Based on the anticipated continuation of increased ATM and debit card usage, expenses during the remainder of 2021 are anticipated to exceed 2020 levels.

Donations and community relations increased during 2020 as a result of initiatives designed to deepen and strengthen our relationship with the communities in which we operate and serve which includes an expanded footprint. In addition to providing monetary contributions, some of these initiatives include volunteering our time, which is not a component of donations and community relations costs. While government restrictions and temporary business closures related to COVID-19 have impacted our ability to maintain the level of support in the first quarter of 2021, we anticipate an increase in the level of community support during the remainder of 2021.

The fluctuations in all other expenses are spread throughout various categories, none of which are individually significant.

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Analysis of Changes in Financial Condition

June 30<br>2021 December 31<br>2020 Change % Change<br>(unannualized)
ASSETS
Cash and cash equivalents $ 248,189 $ 246,640 0.63 %
AFS securities
Amortized cost of AFS securities 437,749 325,966 111,783 34.29 %
Unrealized gains (losses) on AFS securities 10,705 13,262 (2,557) (19.28) %
AFS securities 448,454 339,228 109,226 32.20 %
Mortgage loans AFS 1,189 2,741 (1,552) (56.62) %
Loans
Gross loans 1,206,663 1,238,311 (31,648) (2.56) %
Less allowance for loan and lease losses 9,360 9,744 (384) (3.94) %
Net loans 1,197,303 1,228,567 (31,264) (2.54) %
Premises and equipment 24,463 25,140 (677) (2.69) %
Corporate owned life insurance policies 28,238 28,292 (54) (0.19) %
Equity securities without readily determinable fair values 17,383 17,383 — — %
Goodwill and other intangible assets 48,317 48,331 (14) (0.03) %
Accrued interest receivable and other assets 17,871 21,056 (3,185) (15.13) %
TOTAL ASSETS $ 2,031,407 $ 1,957,378 3.78 %
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Deposits $ 1,636,506 $ 1,566,317 4.48 %
Borrowed funds 161,395 158,747 2,648 1.67 %
Accrued interest payable and other liabilities 12,516 13,726 (1,210) (8.82) %
Total liabilities 1,810,417 1,738,790 71,627 4.12 %
Shareholders’ equity 220,990 218,588 2,402 1.10 %
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 2,031,407 $ 1,957,378 3.78 %

All values are in US Dollars.

As shown above, total assets increased $74,029 from December 31, 2020, driven primarily by an increase in AFS securities. Purchases of AFS securities during 2021 totaled $167,421 and were partially funded by a $70,189 increase in customer deposits. We experienced a $31,648 decline in loans during the first six months of 2021 which was largely driven by a decrease in advances to mortgage brokers within the commercial loan portfolio.

The following table outlines the changes in loan balances:

June 30<br>2021 December 31<br>2020 Change % Change<br>(unannualized)
Commercial $ 723,888 $ 756,686 (4.33) %
Agricultural 95,197 100,461 (5,264) (5.24) %
Residential real estate 312,567 307,543 5,024 1.63 %
Consumer 75,011 73,621 1,390 1.89 %
Total $ 1,206,663 $ 1,238,311 (2.56) %

All values are in US Dollars.

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The following table displays loan balances as of:

June 30<br>2021 March 31<br>2021 December 31<br>2020 September 30<br>2020 June 30<br>2020
Commercial $ 723,888 $ 725,540 $ 756,686 $ 821,102 $ 799,632
Agricultural 95,197 91,629 100,461 102,263 103,162
Residential real estate 312,567 305,909 307,543 304,559 307,926
Consumer 75,011 72,840 73,621 75,384 73,665
Total $ 1,206,663 $ 1,195,918 $ 1,238,311 $ 1,303,308 $ 1,284,385

Loan demand has been negatively impacted by the strong competition for new commercial loan opportunities while some customers hesitated to borrow due to the pandemic. Advances to mortgage brokers, within the commercial loan portfolio, was the driver behind both growth during the third quarter of 2020 and the decline during 2021. In late 2020, capitalization changes with the financial institution operating the mortgage purchase program impacted our participation in advances to mortgage brokers. Balances related to these advances are not expected to increase during the remainder of 2021. Additionally, as a result of the short-term nature of SBA PPP loans, the commercial loan portfolio could decline during the remainder of 2021. While agricultural loans increased during the second quarter, they have declined over the last year due to the competitive lending environment. Residential real estate and consumer loans experienced fluctuations over the last year but have increased overall. Growth is expected to continue in both the residential mortgage and consumer loan portfolios during the remainder of 2021.

The following table outlines the changes in deposit balances:

June 30<br>2021 December 31<br>2020 Change % Change<br>(unannualized)
Noninterest bearing demand deposits $ 428,410 $ 375,395 14.12 %
Interest bearing demand deposits 326,971 302,444 24,527 8.11 %
Savings deposits 549,134 505,497 43,637 8.63 %
Certificates of deposit 326,214 358,165 (31,951) (8.92) %
Brokered certificates of deposit — 14,029 (14,029) (100.00) %
Internet certificates of deposit 5,777 10,787 (5,010) (46.44) %
Total $ 1,636,506 $ 1,566,317 4.48 %

All values are in US Dollars.

The following table displays deposit balances as of:

June 30<br>2021 March 31<br>2021 December 31<br>2020 September 30<br>2020 June 30<br>2020
Noninterest bearing demand deposits $ 428,410 $ 404,710 $ 375,395 $ 353,082 $ 340,321
Interest bearing demand deposits 326,971 328,440 302,444 287,809 263,567
Savings deposits 549,134 555,688 505,497 474,483 458,167
Certificates of deposit 326,214 331,413 358,165 354,210 352,118
Brokered certificates of deposit — 14,029 14,029 14,029 14,029
Internet certificates of deposit 5,777 9,301 10,787 11,482 12,476
Total $ 1,636,506 $ 1,643,581 $ 1,566,317 $ 1,495,095 $ 1,440,678

Total deposits have increased over the past 12 months with significant growth in non-contractual deposits, such as demand and savings deposits. This trend is anticipated to continue during 2021 as the financial markets continue to exhibit significant signs of instability. Additionally, government stimulus programs have driven growth in deposits. We experienced a decline in certificates of deposit over the past year as a result of the low interest rate environment with customers moving their funds into demand and savings accounts. Brokered certificates of deposit offer another source of funding and may fluctuate from period to period based on our funding needs, including changes in assets such as loans and investments. During 2020, we used excess funds to reduce higher-cost deposits, such as brokered certificates of deposit. This trend continued during the first half of 2021 as we paid off the remaining balance of brokered deposits as they matured. This is expected to continue with other higher-cost deposits during the remainder of 2021.

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The primary objective of our investing activities is to provide for safety of the principal invested. Secondary considerations include providing earnings and liquidity while managing our overall exposure to changes in interest rates. Over the last two years, the flat yield curve encouraged the use of excess funds to reduce higher-cost borrowings as opposed to investing in AFS securities. However, based on balance sheet strategies, excess funds above what is required to retire higher-cost funding sources may prudently be deployed to purchase of AFS securities in future periods.

The following table displays fair values of AFS securities as of:

June 30<br>2021 March 31<br>2021 December 31<br>2020 September 30<br>2020 June 30<br>2020
U.S. Treasury $ 132,593 $ 29,371 $ — $ — $ —
States and political subdivisions 130,960 140,329 143,656 148,401 146,785
Auction rate money market preferred 3,260 3,224 3,237 3,194 2,979
Mortgage-backed securities 68,155 75,835 88,652 104,165 119,029
Collateralized mortgage obligations 109,294 116,865 101,983 107,294 111,621
Corporate 4,192 1,700 1,700 — —
Total $ 448,454 $ 367,324 $ 339,228 $ 363,054 $ 380,414

Borrowed funds include FHLB advances, securities sold under agreements to repurchase, subordinated debt, and federal funds purchased. The balance of borrowed funds fluctuates from period to period based on our funding needs that arise from changes in loans, investments, and deposits. To provide balance sheet growth, we may utilize borrowings and brokered deposits to fund earning assets. The following table displays borrowed funds balances as of:

June 30<br>2021 March 31<br>2021 December 31<br>2020 September 30<br>2020 June 30<br>2020
FHLB advances $ 70,000 $ 90,000 $ 90,000 $ 205,000 $ 205,000
Securities sold under agreements to repurchase without stated maturity dates 62,274 51,967 68,747 33,349 31,268
Subordinated debt, net of unamortized issuance costs 29,121 — — — —
Total $ 161,395 $ 141,967 $ 158,747 $ 238,349 $ 236,268

During the fourth quarter of 2020, we elected to extinguish $100,000 of FHLB advances based on our level of cash reserves and strategic initiatives. Due to a significant increase in one account during the fourth quarter of 2020 and the second quarter of 2021, our level of securities sold under agreements to repurchase increased as of December 31, 2020 and June 30, 2021. These increases are expected to be short-term; therefore, we anticipate a decline in the balance of securities sold under agreements during the remainder of 2021. On June 2, 2021, we completed a private placement of $30,000 in aggregate principal amount of 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031 (the "Notes"). The Notes will initially bear a fixed interest rate of 3.25% until June 15, 2026, after which time until maturity on June 15, 2031, the interest rate will reset quarterly to an annual floating rate equal to the then-current 3-month SOFR plus 256 basis points. The Notes are redeemable by us at our option, in whole or in part, on or after June 15, 2026. The Notes are not subject to redemption at the option of the holders.

Contractual Obligations and Loan Commitments

We have various financial obligations, including contractual obligations and commitments related to deposits and borrowings, which may require future cash payments. We also have loan related commitments that may impact liquidity. The commitments include unused lines of credit, commercial and standby letters of credit, and commitments to grant loans. These commitments to grant loans include residential mortgage loans with the majority committed to be sold to the secondary market. Many of these commitments historically have expired without being drawn upon and do not necessarily represent our future cash requirements.

We are party to credit related financial instruments with off-balance-sheet risk. These financial instruments are entered into in the normal course of business to meet the financing needs of our customers. These financial instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. The contractual or notional amounts of these instruments reflect the extent of involvement we have in a particular class of financial instrument.

Our exposure to credit-related loss in the event of nonperformance by the counterparties to the financial instruments for commitments to extend credit and standby letters of credit could be up to the contractual notional amount of those instruments.

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We use the same credit policies when analyzing the creditworthiness of counterparties as we do for extending loans to customers. No significant losses are anticipated as a result of these commitments.

Capital

Capital consists solely of common stock, retained earnings, and accumulated other comprehensive income (loss). We are authorized to raise capital through dividend reinvestment, employee and director stock purchases, and shareholder stock purchases. Pursuant to these authorizations, we issued 36,891 shares or $806 of common stock during the first six months of 2021, as compared to 127,216 shares or $2,343 of common stock during the same period in 2020. In early 2021, we implemented a change to our dividend reinvestment plan which impacted the volume of shares issued. We also offer the Directors Plan in which participants purchase stock units through deferred fees, in lieu of cash payments. Pursuant to this plan, we increased shareholders’ equity by $256 and $233 during the six-month periods ended June 30, 2021 and 2020, respectively. We also grant restricted stock awards pursuant to the RSP. Pursuant to this plan, we increased shareholders’ equity by $25 during the first six months of 2021.

We have publicly announced a common stock repurchase plan. Pursuant to this plan, we repurchased 87,480 shares or $1,860 of common stock during the first six months of 2021 and 61,001 shares or $1,195 during the first six months of 2020. As of June 30, 2021, we were authorized to repurchase up to an additional 515,476 shares of common stock.

The FRB has established minimum risk based capital guidelines. Pursuant to these guidelines, a framework has been established that assigns risk weights to each category of on and off-balance-sheet items to arrive at risk adjusted total assets. Regulatory capital is divided by the risk adjusted assets with the resulting ratio compared to the minimum standard to determine whether a corporation has adequate capital.

The common equity tier 1 capital ratio has a minimum requirement of 4.50%. The minimum standard for primary, or Tier 1 capital is 6.00% and the minimum standard for total capital is 8.00%. The minimum requirements presented below include the minimum required capital levels based on the Basel III Capital Rules. Capital requirements to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules. The following table sets forth these requirements and our ratios as of:

June 30, 2021 December 31, 2020
Actual Minimum Required - BASEL III Required to be Considered Well Capitalized Actual Minimum Required - BASEL III Required to be Considered Well Capitalized
Common equity tier 1 capital 13.81 % 7.00 % 6.50 % 12.97 % 7.00 % 6.50 %
Tier 1 capital 13.81 % 8.50 % 8.00 % 12.97 % 8.50 % 8.00 %
Total capital 17.00 % 10.50 % 10.00 % 13.75 % 10.50 % 10.00 %
Tier 1 leverage 8.46 % 4.00 % 5.00 % 8.37 % 4.00 % 5.00 %

Total capital includes Tier 1 capital and Tier 2 capital. Tier 2 capital includes a permissible portion of the allowances for loan and lease losses and subordinated debt, net of unamortized issuance costs. There are no significant regulatory constraints placed on our capital. At June 30, 2021, the Bank also exceeded minimum capital requirements.

Liquidity

Liquidity is monitored regularly by our ALCO, which consists of members of senior management. The committee reviews projected cash flows, key ratios, and liquidity available from both primary and secondary sources.

Our primary sources of liquidity are cash and cash equivalents and unencumbered AFS securities. These categories totaled $571,729 or 28.14% of assets as of June 30, 2021, compared to $444,051 or 22.69% as of December 31, 2020. The increase in the amount and percentage of primary liquidity is a direct result of an increase in market deposits and a deliberate reduction in non-market funding which required collateralization. Liquidity is important for financial institutions because of their need to meet loan funding commitments, depositor withdrawal requests, and various other commitments including expansion of operations, investment opportunities, and payment of cash dividends. Based on these same factors, daily liquidity could vary significantly.

Deposit accounts are our primary source of funds. Our secondary sources include the ability to borrow from the FHLB, from the FRB, and through various correspondent banks in the form of federal funds purchased and a line of credit. These funding methods typically carry a higher interest rate than traditional market deposit accounts. In recent periods, we have elected to use excess funds to reduce borrowings and other higher-cost funding sources. Some borrowed funds, including FHLB advances,

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FRB Discount Window advances, and repurchase agreements, require us to pledge assets, typically in the form of AFS securities or loans, as collateral. As of June 30, 2021, we had available lines of credit of $248,818.

Our stress testing of liquidity increased during 2020 and continues to evolve due to economic uncertainly as a result of COVID-19. Our liquidity position remained strong at June 30, 2021, which is illustrated in the following table:

June 30<br>2021
Total cash and cash equivalents $ 248,189
Available lines of credit
Fed funds lines with correspondent banks 93,000
FHLB borrowings 137,013
FRB Discount Window 13,805
Other lines of credit 5,000
Total available lines of credit 248,818
Unencumbered lendable value of FRB collateral, estimated1 300,000
Total cash and liquidity $ 797,007

(1)Includes estimated unencumbered lendable value of FHLB collateral of $220,000

The following table summarizes our sources and uses of cash for the six-month period ended June 30:

2021 2020 Variance
Net cash provided by (used in) operating activities $ 15,861 $ 6,606
Net cash provided by (used in) investing activities (81,218) (40,819) (40,399)
Net cash provided by (used in) financing activities 66,906 83,025 (16,119)
Increase (decrease) in cash and cash equivalents 1,549 48,812 (47,263)
Cash and cash equivalents January 1 246,640 60,572 186,068
Cash and cash equivalents June 30 $ 248,189 $ 109,384

All values are in US Dollars.

Fair Value

We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. AFS securities, cash flow hedge derivative instruments and certain liabilities are recorded at fair value on a recurring basis. Additionally, from time to time, we may be required to record at fair value other assets on a nonrecurring basis, such as mortgage loans AFS, impaired loans, goodwill, foreclosed assets, OMSR, and certain other assets and liabilities. These nonrecurring fair value adjustments typically involve the application of lower of cost or market accounting or write downs of individual assets.

For further information regarding fair value measurements see “Note 11 – Fair Value” of our interim condensed consolidated financial statements.

Market Risk

Our primary market risks are interest rate risk and liquidity risk. IRR is the exposure of our net interest income to changes in interest rates. IRR results from the difference in the maturity or repricing frequency of a financial institution's interest earning assets and its interest bearing liabilities. Managing IRR is the fundamental method by which financial institutions earn income and create shareholder value. Excessive exposure to IRR could pose a significant risk to our earnings and capital.

The FRB has adopted a policy requiring banks to effectively manage the various risks that can have a material impact on safety and soundness. The risks include credit, interest rate, liquidity, operational, and reputational. We have policies, procedures, and internal controls for measuring and managing these risks. Specifically, our Funds Management policy and procedures include defining acceptable types and terms of investments and funding sources, liquidity requirements, limits on investments in long-term assets, limiting the mismatch in repricing opportunities of assets and liabilities, and the frequency of measuring and reporting to our Board of Directors.

The primary technique to measure IRR is simulation analysis. Simulation analysis forecasts the effects on the balance sheet structure and net interest income under a variety of scenarios that incorporate changes in interest rates, the shape of yield curves, interest rate relationships, loan prepayments, and funding sources. These forecasts are compared against net interest income projected in a stable interest rate environment. While many assets and liabilities reprice either at maturity or in

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accordance with their contractual terms, several balance sheet components demonstrate characteristics that require an evaluation to more accurately reflect their repricing behavior. Key assumptions in the simulation analysis include prepayments on loans, probable calls of investment securities, changes in market conditions, loan volumes and loan pricing, deposit sensitivity, and customer preferences. These assumptions are inherently uncertain as they are subject to fluctuation and revision in a dynamic rate environment. As a result, the simulation analysis cannot precisely forecast the impact of rising and falling interest rates on net interest income. Actual results will differ from simulated results due to many other factors, including changes in balance sheet components, interest rate changes, changes in market conditions, and management strategies. We regularly monitor our projected net interest income sensitivity to ensure that it remains within established limits.

Gap analysis, the secondary method to measure IRR, measures the cash flows and/or the earliest repricing of our interest bearing assets and liabilities. This analysis is useful for measuring trends in the repricing characteristics of the balance sheet. Significant assumptions are required in this process because of the embedded repricing options contained in assets and liabilities. Residential real estate and consumer loans allow the borrower to repay the balance prior to maturity without penalty, while commercial and agricultural loans may have prepayment penalties. The amount of prepayments is dependent upon many factors, including the interest rate of a given loan in comparison to the current offering rates, the level of home sales, and the overall availability of credit in the market place. Generally, a decrease in interest rates will result in an increase in cash flows from these assets. A significant portion of our securities are callable or have prepayment options. The call and prepayment options are more likely to be exercised in a period of decreasing interest rates. Savings and demand accounts may generally be withdrawn on request without prior notice. The timing of cash flows from these deposits is estimated based on historical experience. Certificates of deposit have penalties that discourage early withdrawals.

We do not believe there has been a material change in the nature or categories of our primary market risk exposure, or the particular markets that present the primary risk of loss. We do not know of or expect there to be any material change in the general nature of our primary market risk exposure in the near term, and we do not expect to make material changes to our market risk methods in the near term. We may change those methods in the future to adapt to changes in circumstances or to implement new techniques.

Our primary market risk exposures related to the COVID-19 pandemic remain uncertain. A review of our market risk methods are ongoing and modeling is incorporating additional assumptions to account for this uncertainty related to this crisis. Repricing, cash flows, and prepayment projections for loans and mortgage-backed securities are not expected to behave as they would be expected to in a more stable interest rate environment. The SBA PPP loan is a newer instrument and has payment characteristics that could create uncertainty in our assumptions. Customer deposit levels may experience unusual fluctuations due to government support programs, customer and business needs, and general money supply. We continue to closely monitor customer and economic indicators to develop more precise market risk assumptions as the economic impact of this crisis begins to reveal itself.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The information presented in the section captioned “Market Risk” in Management's Discussion and Analysis of Financial Condition and Results of Operations is incorporated herein by reference.

Item 4. Controls and Procedures.

DISCLOSURE CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of June 30, 2021, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of June 30, 2021, were effective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the most recent fiscal quarter, no change occurred in our internal control over financial reporting that materially affected, or is likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are not involved in any material legal proceedings. We are involved in ordinary, routine litigation incidental to our business; however, no such routine proceedings are expected to result in any material adverse effect on operations, earnings, financial condition, or cash flows.

Item 1A. Risk Factors.

There have been no material changes to the risk factors disclosed in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2020.

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

(A)None

(B)None

(C)Repurchases of Common Stock

We have adopted and publicly announced a common stock repurchase plan. The plan was last amended on April 28, 2021, to allow for the repurchase of an additional 500,000 shares of common stock after that date. These authorizations do not have expiration dates. As common shares are repurchased under this plan, they are retired and revert back to the status of authorized, but unissued common shares.

The following table provides information for the three-month period ended June 30, 2021, with respect to this plan:

Common Shares Repurchased Total Number of Common Shares Purchased as Part of Publicly Announced Plan or Program Maximum Number of Common Shares That May Yet Be Purchased Under the Plans or Programs
Number Average Price<br>Per Common Share
Balance, March 31 46,110
April 1 - 28 13,829 $ 23.21 13,829 32,281
Additional Authorization (500,000 shares) — — — 532,281
April 29 - 30 4,297 23.50 4,297 527,984
May 1 - 31 8,746 23.10 8,746 519,238
June 1 - 30 3,762 23.13 3,762 515,476
Balance, June 30 30,634 $ 23.21 30,634 515,476

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

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Item 6. Exhibits.

(a) Exhibits

Exhibit Number Exhibits
4.1 Indenture, dated as of June 2, 2021, by and between Isabella Bank Corporation and UMB Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 2, 2021)
4.2 Form of 3.25% Fixed-to-Floating Rate Subordinated Note due 2031 (included in the Indenture included as Exhibit 4.1 to this Quarterly Report on Form 10-Q)
10.1 Form of Subordinated Note Purchase Agreement, dated as of June 2, 2021, by and among the Corporation and the several Purchasers (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 2, 2021)
10.2 Form of Registration Rights Agreement, dated as of June 2, 2021, by and among the Corporation and the several Purchasers (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 2, 2021)
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Principal Executive Officer
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Principal Financial Officer
32 Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
101.1* 101.INS (Inline XBRL Instance Document)
101.SCH (Inline XBRL Taxonomy Extension Schema Document)
101.CAL (Inline XBRL Calculation Linkbase Document)
101.LAB (Inline XBRL Taxonomy Label Linkbase Document)
101.DEF (Inline XBRL Taxonomy Linkbase Document)
101.PRE (Inline XBRL Taxonomy Presentation Linkbase Document)
104 Cover Page Interactive Data File

*    In accordance with Rule 406T of Regulations S-T, the XBRL related information shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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SIGNATURES

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

Isabella Bank Corporation
Date: July 30, 2021 /s/ Jae A. Evans
Jae A. Evans
President, Chief Executive Officer
(Principal Executive Officer)
Date: July 30, 2021 /s/ Neil M. McDonnell
Neil M. McDonnell
Chief Financial Officer
(Principal Financial Officer)

61

Document

Exhibit 31.1

I, Jae A. Evans, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Isabella Bank Corporation (the “registrant”).

2.Based on my knowledge, this Quarterly 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 Quarterly Report.

3.Based on my knowledge, the consolidated financial statements, and other financial information included in this Quarterly 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 Quarterly 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 my 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 Quarterly Report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated 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 registrant’s board of directors:

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.

Date: July 30, 2021 /s/ Jae A. Evans
President, Chief Executive Officer
(Principal Executive Officer)

Document

Exhibit 31.2

I, Neil M. McDonnell, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Isabella Bank Corporation (the “registrant”).

2.Based on my knowledge, this Quarterly 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 Quarterly Report.

3.Based on my knowledge, the consolidated financial statements, and other financial information included in this Quarterly 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 Quarterly 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 my 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 Quarterly Report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated 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 registrant’s board of directors:

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.

Date: July 30, 2021 /s/ Neil M. McDonnell
Chief Financial Officer
(Principal Financial Officer)

Document

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Isabella Bank Corporation (the “Corporation”) on Form 10-Q for the quarterly period ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Jae A. Evans, President and Chief Executive Officer and Neil M. McDonnell, Chief Financial Officer of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 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 consolidated financial condition and results of operations of the Corporation.

/s/ Jae A. Evans
President, Chief Executive Officer
(Principal Executive Officer)
July 30, 2021
/s/ Neil M. McDonnell
Chief Financial Officer
(Principal Financial Officer)
July 30, 2021

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