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First Internet Bancorp

For the period ended Jun 30, 2024. Filed Aug 7, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 7, 2024

INBK$25.59-0.2%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 1. FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets

(Amounts in thousands except share data)

June 30, 2024December 31, 2023
(Unaudited)
Assets
Cash and due from banks$6,162$8,269
Interest-bearing deposits390,624397,629
Total cash and cash equivalents396,786405,898
Securities available-for-sale, at fair value (amortized cost of $529,657 and $513,315 in 2024 and 2023, respectively)488,572474,855
Securities held-to-maturity, at amortized cost, net of allowance for credit losses of $0.2 million and $0.3 million in 2024 and 2023, respectively, (fair value of $247,430 and $207,572 in 2024 and 2023, respectively)270,349227,153
Loans held-for-sale19,38422,052
Loans3,961,1463,840,220
Allowance for credit losses - loans(43,405)(38,774)
Net loans3,917,7413,801,446
Accrued interest receivable28,11826,746
Federal Home Loan Bank of Indianapolis stock28,35028,350
Cash surrender value of bank-owned life insurance40,83440,882
Premises and equipment, net72,51673,463
Goodwill4,6874,687
Servicing asset, at fair value13,00910,567
Other real estate owned—375
Accrued income and other assets62,95651,098
Total assets$5,343,302$5,167,572
Liabilities and Shareholders’ Equity
Liabilities
Noninterest-bearing deposits$126,438$123,464
Interest-bearing deposits4,147,4843,943,509
Total deposits4,273,9224,066,973
Advances from Federal Home Loan Bank575,000614,934
Subordinated debt, net of unamortized debt issuance costs of $2,007 and $2,162 in 2024 and 2023, respectively104,993104,838
Accrued interest payable3,4193,848
Accrued expenses and other liabilities14,01514,184
Total liabilities4,971,3494,804,777
Commitments and Contingencies
Shareholders’ Equity
Preferred stock, no par value; 4,913,779 shares authorized; issued and outstanding - none——
Voting common stock, no par value; 45,000,000 shares authorized; 8,667,894 and 8,644,451 shares issued and outstanding in 2024 and 2023, respectively185,175184,700
Nonvoting common stock, no par value; 86,221 shares authorized; issued and outstanding - none——
Retained earnings217,365207,470
Accumulated other comprehensive loss(30,587)(29,375)
Total shareholders’ equity371,953362,795
Total liabilities and shareholders’ equity$5,343,302$5,167,572

Condensed Consolidated Statements of Income – Unaudited

(Amounts in thousands except share and per share data)

Three Months EndedSix Months Ended
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
Interest Income
Loans$57,094$46,906$112,529$90,749
Securities – taxable6,4763,83512,1707,441
Securities – non-taxable9708601,9391,658
Other earning assets6,4216,52112,48810,307
Total interest income70,96158,122139,126110,155
Interest Expense
Deposits44,49534,67686,62461,946
Other borrowed funds5,1395,30110,44110,490
Total interest expense49,63439,97797,06572,436
Net Interest Income21,32718,14542,06137,719
Provision for credit losses - loans3,9207536,50210,126
Benefit for credit losses - debt securities held to maturity(2)—(64)—
Provision for credit losses - off-balance sheet commitments11394541987
Net Interest Income After Provision for Credit Losses17,29616,44735,58226,606
Noninterest Income
Service charges and fees246218466427
Loan servicing revenue1,4708502,7931,635
Loan servicing asset revaluation(829)(358)(1,263)(413)
Mortgage banking activities———76
Gain on sale of loans8,2924,86814,8288,929
Other1,8542932,556663
Total noninterest income11,0335,87119,38011,317
Noninterest Expense
Salaries and employee benefits12,46210,70624,25822,500
Marketing, advertising and promotion6097051,3451,549
Consulting and professional services1,0227111,8751,637
Data processing6065201,1701,179
Loan expenses1,5971,0723,0423,049
Premises and equipment3,1542,6615,9805,438
Deposit insurance premium1,1729362,3171,479
Other1,7141,3593,3722,793
Total noninterest expense22,33618,67043,35939,624
Income (Loss) Before Income Taxes5,9933,64811,603(1,701)
Income Tax Provision (Benefit)218(234)647(2,566)
Net Income$5,775$3,882$10,956$865
Income Per Share of Common Stock
Basic$0.67$0.44$1.26$0.10
Diluted$0.67$0.44$1.25$0.10
Weighted-Average Number of Common Shares Outstanding
Basic8,594,3158,903,2138,684,0938,963,308
Diluted8,656,2158,908,1808,750,0178,980,262
Dividends Declared Per Share$0.06$0.06$0.12$0.12

Condensed Consolidated Statements of Comprehensive Income – Unaudited

(Amounts in thousands)

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Net income$5,775$3,882$10,956$865
Other comprehensive (loss) income
Securities available-for-sale
Net unrealized holding (losses) gains recorded within other comprehensive (loss) income before income tax(551)(4,810)(2,625)302
Income tax (benefit) provision(126)(1,107)(601)63
Net effect on other comprehensive (loss) income(425)(3,703)(2,024)239
Securities held-to-maturity
Amortization of net unrealized holding losses on securities transferred from available-for-sale to held-to-maturity188206422364
Income tax provision464910395
Net effect on other comprehensive income142157319269
Cash flow hedges
Net unrealized holding (losses) gains on cash flow hedging derivatives recorded within other comprehensive income (loss) before income tax(262)2,094640(76)
Income tax (benefit) provision(60)481147(18)
Net effect on other comprehensive (loss) income(202)1,613493(58)
Total other comprehensive (loss) income(485)(1,933)(1,212)450
Comprehensive income$5,290$1,949$9,744$1,315

Condensed Consolidated Statements of Changes in Shareholders’ Equity - Unaudited

Six Months Ended June 30, 2024 and 2023

(Amounts in thousands except share and per share data)

Voting andNonvotingCommonStockRetainedEarningsAccumulatedOtherComprehensiveLossTotalShareholders’Equity
Balance, January 1, 2024$184,700$207,470$(29,375)$362,795
Net income—10,956—10,956
Other comprehensive loss——(1,212)(1,212)
Dividends declared ($0.12 per share)—(1,061)—(1,061)
Recognition of the fair value of share-based compensation901——901
Repurchased shares of common stock (10,500)(283)——(283)
Excise tax on repurchase of common stock(3)——(3)
Deferred stock rights and restricted stock units issued in lieu of cash dividends payable on outstanding deferred stock rights and restricted stock units2——2
Common stock redeemed for the net settlement of share-based awards(142)——(142)
Balance, June 30, 2024$185,175$217,365$(30,587)$371,953
Balance, January 1, 2023$192,935$205,675$(33,636)$364,974
Impact of adoption of new accounting standards 1—(4,491)—(4,491)
Net income—865—865
Other comprehensive income——450450
Dividends declared ($0.12 per share)—(1,076)—(1,076)
Recognition of the fair value of share-based compensation487——487
Repurchased shares of common stock (364,691)(6,774)——(6,774)
Deferred stock rights and restricted stock units issued in lieu of cash dividends payable on outstanding deferred stock rights and restricted stock units3——3
Common stock redeemed for the net settlement of share-based awards(106)——(106)
Balance, June 30, 2023$186,545$200,973$(33,186)$354,332

1 Reflects the impact of adopting Accounting Standards Update (“ASU”) 2016-13.

Condensed Consolidated Statements of Changes in Shareholders’ Equity - Unaudited

Three Months Ended June 30, 2024 and 2023

(Amounts in thousands except per share data)

Voting andNonvotingCommonStock · RetainedEarnings · AccumulatedOtherComprehensiveLoss · TotalShareholders’Equity
Balance, April 1, 2024184,720$212,121$(30,102)$366,739
Net income—5,775—5,775
Other comprehensive loss——(485)(485)
Dividends declared ($0.06 per share)—(531)—(531)
Recognition of the fair value of share-based compensation458——458
Excise tax on repurchase of common stock(3)——(3)
Balance, June 30, 2024$185,175$217,365$(30,587)$371,953
Balance, April 1, 2023$189,202$197,623$(31,253)$355,572
Net income—3,882—3,882
Other comprehensive loss——(1,933)(1,933)
Dividends declared ($0.06 per share)—(532)—(532)
Recognition of the fair value of share-based compensation115——115
Repurchased shares of common stock (85,000)(2,745)(2,745)
Excise tax on repurchase of common stock(27)——(27)
Balance, June 30, 2023$186,545$200,973$(33,186)$354,332

Condensed Consolidated Statements of Cash Flows – Unaudited

(Amounts in thousands)

Six Months Ended June 30,
20242023
Operating Activities
Net income$10,956$865
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization3,8462,918
Increase in cash surrender value of bank-owned life insurance(540)(498)
Provision for credit losses6,47911,113
Share-based compensation expense901487
Loans originated for sale(200,500)(170,112)
Proceeds from sale of loans214,291166,469
Gain on loans sold(14,828)(9,400)
Gain on sale of other real estate owned(31)—
Decrease in fair value of loans held-for-sale—143
Gain on derivatives1,803368
Gain on bank-owned life insurance(149)—
Loan servicing asset revaluation1,263413
Net change in accrued income and other assets(3,370)(4,985)
Net change in accrued expenses and other liabilities(1,305)(2,625)
Net cash provided by (used in) by operating activities18,816(4,844)
Investing Activities
Net loan activity, excluding purchases(57,851)(37,490)
Proceeds from sale of other real estate owned406—
Maturities and calls of securities available-for-sale33,70125,446
Purchase of securities available-for-sale(50,947)(14,863)
Maturities and calls of securities held-to-maturity11,41811,332
Purchase of securities held-to-maturity(53,977)(49,443)
Purchase of premises and equipment(1,496)(3,132)
Proceeds from bank-owned life insurance737—
Loans purchased(64,944)(118,813)
Other investing activities(10,438)(2,094)
Net cash used in investing activities(193,391)(189,057)
Financing Activities
Net increase in deposits206,949410,951
Cash dividends paid(1,049)(1,091)
Repurchase of common stock(283)(6,774)
Proceeds from advances from Federal Home Loan Bank320,000220,000
Repayment of advances from Federal Home Loan Bank(360,000)(220,000)
Other, net(154)(106)
Net cash provided by financing activities165,463402,980
Net (Decrease) Increase in Cash and Cash Equivalents(9,112)209,079
Cash and Cash Equivalents, Beginning of Period405,898256,552
Cash and Cash Equivalents, End of Period$396,786$465,631
Supplemental Disclosures
Cash paid during the period for interest97,49472,013
Cash paid during the period for taxes378818
Loans transferred to other real estate owned—106
Cash dividends declared, paid in subsequent period520526
Securities purchased during the period, settled in subsequent period—2,632

Notes to Condensed Consolidated Financial Statements – Unaudited

(Table amounts in thousands except share and per share data)

Note 1: Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information or footnotes necessary for a complete presentation of financial condition, results of operations, changes in shareholders’ equity, or cash flows in accordance with GAAP. In our opinion, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation have been included. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results expected for the year ending December 31, 2024 or any other period. The June 30, 2024 condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the First Internet Bancorp Annual Report on Form 10-K for the year ended December 31, 2023.

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, or assumptions that could have a material effect on the carrying value of certain assets and liabilities. These estimates, judgments, and assumptions affect the amounts reported in the condensed consolidated financial statements and the disclosures provided. The determination of the allowance for credit losses, income taxes, valuations and impairments of investment securities and goodwill, as well as fair value measurements of derivatives and loans held-for-sale are highly dependent upon management’s estimates, judgments, and assumptions, and changes in any of these could have a significant impact on the condensed consolidated financial statements.

The condensed consolidated financial statements include the accounts of First Internet Bancorp (the “Company”), its wholly owned subsidiary, First Internet Bank of Indiana (the “Bank”), and the Bank’sthree wholly owned subsidiaries, First Internet Public Finance Corp., JKH Realty Services, LLC and SPF15, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position, results of operations, and cash flows of the Company.

Note 2: Earnings Per Share

Earnings per share of common stock are based on the weighted-average number of basic shares and dilutive shares outstanding during the period.

The following is a reconciliation of the weighted-average common shares for the basic and diluted earnings per share computations for the three and six months ended June 30, 2024 and 2023.

(dollars in thousands, except share and per share data)Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Basic earnings per share
Net income$5,775$3,882$10,956$865
Weighted-average common shares8,594,3158,903,2138,684,0938,963,308
Basic earnings per common share$0.67$0.44$1.26$0.10
Diluted earnings per share
Net income$5,775$3,882$10,956$865
Weighted-average common shares8,594,3158,903,2138,684,0938,963,308
Dilutive effect of equity compensation61,9004,96765,92416,954
Weighted-average common and incremental shares8,656,2158,908,1808,750,0178,980,262
Diluted earnings per common share 1$0.67$0.44$1.25$0.10

1 Potential dilutive common shares are excluded from the computation of diluted EPS in the periods where the effect would be antidilutive. There wereno antidilutive shares for both the three and six months ended June 30, 2024. Excluded from the computation of diluted EPS were weighted-average antidilutive shares totaling 79,313 and 35,033 for the three and six months ended June 30, 2023, respectively.

Note 3: Securities

The following tables summarize securities AFS and securities HTM as of June 30, 2024 and December 31, 2023.

Amortized · Gross Unrealized · Fair
(in thousands)CostGainsLossesValue
Securities available-for-sale
U.S. Government-sponsored agencies$88,694$505$(1,453)$87,746
Municipal securities68,05731(3,676)64,412
Agency mortgage-backed securities - residential 1262,758162(32,875)230,045
Agency mortgage-backed securities - commercial37,986202(1,297)36,891
Private label mortgage-backed securities - residential26,70986(1,164)25,631
Asset-backed securities8,38347(1)8,429
Corporate securities37,070106(1,758)35,418
Total available-for-sale$529,657$1,139$(42,224)$488,572
Amortized Cost · Gross Unrealized · Fair Value · Allowance for Credit Losses · Net Carrying Value
(in thousands) · Gains · Losses
Securities held-to-maturity
Municipal securities$13,371$—$(1,045)$12,326$(3)$13,368
Mortgage-backed securities - residential213,44015(18,118)195,337—213,440
Mortgage-backed securities - commercial5,738—(1,039)4,699—5,738
Corporate securities38,029—(2,961)35,068(226)37,803
Total held-to-maturity$270,578$15$(23,163)$247,430$(229)$270,349

1 Includes $0.3 million of additional premium related to terminated interest rate swaps associated with agency mortgage-backed securities - residential as of June 30, 2024.

Amortized · Gross Unrealized · Fair
(in thousands)CostGainsLossesValue
Securities available-for-sale
U.S. Government-sponsored agencies$96,404$402$(1,629)$95,177
Municipal securities69,494356(1,404)68,446
Agency mortgage-backed securities - residential 1237,798101(31,250)206,649
Agency mortgage-backed securities - commercial40,2159(1,339)38,885
Private label mortgage-backed securities - residential21,742144(1,107)20,779
Asset-backed securities8,07117(7)8,081
Corporate securities39,59125(2,778)36,838
Total available-for-sale$513,315$1,054$(39,514)$474,855
Amortized · Gross Unrealized · Fair · Allowance for Credit Losses · Net Carrying Value
(in thousands) · Cost · Gains · Losses · Value
Securities held-to-maturity
Municipal securities$13,892$1$(853)$13,040$(3)$13,889
Agency mortgage-backed securities - residential166,7504(14,112)152,642—$166,750
Agency mortgage-backed securities - commercial5,767—(1,246)4,521—$5,767
Corporate securities41,037—(3,668)37,369(290)$40,747
Total held-to-maturity$227,446$5$(19,879)$207,572$(293)$227,153

1 Includes $0.4 million of additional premium related to terminated interest rate swaps associated with agency mortgage-backed securities - residential as of December 31, 2023.

Accrued interest receivable on AFS and HTM securities at June 30, 2024 was $2.8 million and $1.3 million, respectively, compared to $2.9 million and $1.2 million, respectively, at December 31, 2023, and is included in accrued interest receivable on the condensed consolidated balance sheet. The Company elected to exclude all accrued interest receivable from securities when estimating credit losses.

At both June 30, 2024 and December 31, 2023, over 95% of mortgage-backed securities (including both AFS and HTM) held by the Company are issued by U.S. government-sponsored entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government and have a long history of no credit losses; therefore, the Company did not record an ACL on these securities.

Additionally, the Company evaluated credit impairment for individual AFS securities that are in an unrealized loss position and determined that the unrealized losses are unrelated to credit quality and are primarily attributable to changes in interest rates and volatility in the financial markets. As the Company does not intend to sell the AFS securities that are in an unrealized loss position, and it is unlikely that it will be required to sell these securities before recovery of their amortized cost basis, the Company did not record an ACL on these securities.

In accordance with the adoption of ASC 326, the Company also evaluated its HTM securities that are in an unrealized loss position and considered issuer bond ratings, historical loss rates for bond ratings and economic forecasts. As a result, the Company recorded in an initial ACL in retained earnings of $0.3 million on January 1, 2023. The Company reevaluated these securities at June 30, 2024 and determined no additional ACL was necessary.

The carrying value of securities at June 30, 2024 is shown below by their contractual maturity date. Actual maturities will differ because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Available-for-Sale
(in thousands)AmortizedCostFairValue
Within one year$10,001$9,825
One to five years21,13321,530
Five to ten years72,66070,261
After ten years90,02785,960
193,821187,576
Agency mortgage-backed securities - residential262,758230,045
Agency mortgage-backed securities - commercial37,98636,891
Private label mortgage-backed securities - residential26,70925,631
Asset-backed securities8,3838,429
Total$529,657$488,572
Held-to-Maturity
(in thousands)AmortizedCostFairValue
Within one year$1,005$995
One to five years12,61112,029
Five to ten years34,27831,345
After ten years3,5063,025
51,40047,394
Agency mortgage-backed securities - residential213,440195,337
Agency mortgage-backed securities - commercial5,7384,699
Total$270,578$247,430

There wereno gross gains or losses resulting from the sale of available-for-sale securities during the three and six months ended June 30, 2024 and June 30, 2023, respectively.

Certain investments in debt securities are reported in the condensed consolidated financial statements at an amount less than their historical cost. The total fair value of these investments at June 30, 2024 and December 31, 2023 was $603.2 million and $578.9 million, which was approximately 82% and 85%, respectively, of the Company’s AFS and HTM securities portfolios. As of June 30, 2024, the Company’s security portfolio consisted of 553 securities, of which 493 were in an unrealized loss position. As of December 31, 2023, the Company’s security portfolio consisted of 512 securities, of which 434 were in an unrealized loss position. The unrealized losses are related to the categories noted below.

U. S. Government-Sponsored Agencies, Municipal Securities and Corporate Securities

The unrealized losses on the Company’s investments in securities issued by U.S. Government-sponsored agencies, municipal organizations and corporate entities were caused primarily by interest rate changes. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments. The Company does not intend to sell the investments and it is not likely that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be upon maturity.

Agency Mortgage-Backed and Private Label Mortgage-Backed Securities

The unrealized losses on the Company’s investments in agency mortgage-backed and private label mortgage-backed securities were caused primarily by interest rate changes. The Company expects to recover the amortized cost basis over the terms of the securities. The Company does not intend to sell the investments and it is not likely that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be upon maturity.

The following tables show the securities portfolio’s gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2024 and December 31, 2023.

Less Than 12 Months12 Months or LongerTotal
(in thousands)FairValueUnrealizedLossesFairValueUnrealizedLossesFairValueUnrealizedLosses
Securities available-for-sale
U.S. Government-sponsored agencies$22,285$(97)$19,514$(1,356)$41,799$(1,453)
Municipal securities4,452(195)54,022(3,481)58,474(3,676)
Agency mortgage-backed securities- residential27,981(137)181,940(32,738)209,921(32,875)
Agency mortgage-backed securities- commercial——13,026(1,297)13,026(1,297)
Private label mortgage-backed securities - residential4,924(32)11,387(1,132)16,311(1,164)
Asset-backed securities1,348(1)——1,348(1)
Corporate securities4,625(375)22,650(1,383)27,275(1,758)
Total$65,615$(837)$302,539$(41,387)$368,154$(42,224)
Less Than 12 Months12 Months or LongerTotal
(in thousands)FairValueUnrealizedLossesFairValueUnrealizedLossesFairValueUnrealizedLosses
Securities available-for-sale
U.S. Government-sponsored agencies$41,934$(161)$24,579$(1,468)$66,513$(1,629)
Municipal securities2,399(103)36,193(1,301)38,592(1,404)
Agency mortgage-backed securities - residential1,089(5)194,095(31,245)195,184(31,250)
Agency mortgage-backed securities - commercial21,561(50)14,217(1,289)35,778(1,339)
Private label mortgage-backed securities - residential3,567(29)9,114(1,078)12,681(1,107)
Asset-backed securities1,654(7)——1,654(7)
Corporate securities1,680(365)24,587(2,413)26,267(2,778)
Total$73,884$(720)$302,785$(38,794)$376,669$(39,514)

The following tables summarize ratings for the Company’s HTM portfolio as of June 30, 2024 and December 31, 2023.

Held-to-Maturity
(in thousands)Municipal SecuritiesMortgage-Backed Securities - ResidentialMortgage-Backed Securities - CommercialCorporate SecuritiesTotal
AAA equivalent - agency$—$213,440$5,738$—$219,178
Aa1/AA+9,400———9,400
Aa2/AA2,178———2,178
A1/A+1,793———1,793
A2/A———5,0005,000
A3/A-———4,5044,504
Baa1/BBB+———8,5008,500
Baa2/BBB———8,5008,500
Baa3/BBB-———9,5259,525
Ba1/BB+———2,0002,000
Total$13,371$213,440$5,738$38,029$270,578
Held-to-Maturity
(in thousands)Municipal SecuritiesMortgage-Backed Securities - ResidentialMortgage-Backed Securities - CommercialCorporate SecuritiesTotal
AAA equivalent - agency$—$166,750$5,767$—$172,517
Aa1/AA+9,917———9,917
Aa2/AA1,538———1,538
A1/A+1,794———1,794
A2/A643——5,0005,643
A3/A-———4,5094,509
Baa1/BBB+———8,5008,500
Baa2/BBB———8,5008,500
Baa3/BBB-———12,52812,528
Ba1/BB+———2,0002,000
Total$13,892$166,750$5,767$41,037$227,446

Note 4: Loans

Loan balances as of June 30, 2024 and December 31, 2023 are summarized in the table below. Categories of loans include:

(in thousands)June 30, 2024December 31, 2023
Commercial loans
Commercial and industrial$115,585$129,349
Owner-occupied commercial real estate58,08957,286
Investor commercial real estate188,409132,077
Construction328,922261,750
Single tenant lease financing927,462936,616
Public finance486,200521,764
Healthcare finance202,079222,793
Small business lending270,129218,506
Franchise finance551,133525,783
Total commercial loans3,128,0083,005,924
Consumer loans
Residential mortgage382,549395,648
Home equity21,40523,669
Other consumer loans396,527377,614
Total consumer loans800,481796,931
Total commercial and consumer loans3,928,4893,802,855
Net deferred loan origination fees/costs and premiums/discounts on purchased loans and other132,65737,365
Total loans3,961,1463,840,220
Allowance for credit losses(43,405)(38,774)
Net loans$3,917,741$3,801,446

1 Includes carrying value adjustments of $25.6 million and $27.8 million related to terminated interest rate swaps associated with public finance loans as of June 30, 2024 and December 31, 2023, respectively.

Risk characteristics of each loan portfolio segment are as follows:

Commercial and Industrial: Commercial and industrial loans’ sources of repayment are primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected, and the collateral securing these loans may fluctuate in value. Loans are made for working capital, equipment purchases, or other purposes. Most commercial and industrial loans are secured by the assets being financed and may incorporate a personal guarantee. This portfolio segment is generally concentrated in the Midwest and Southwest regions of the United States.

Owner-Occupied Commercial Real Estate: The primary source of repayment is the cash flow from the ongoing operations and activities conducted by the borrower, or an affiliate of the borrower, who owns the property. This portfolio segment is generally concentrated in the Midwest and Southwest regions of the United States and its loans are often secured by manufacturing and service facilities.

Investor Commercial Real Estate: These loans are made on a nationwide basis and are underwritten primarily based on the cash flow expected to be generated from the property and are secondarily supported by the value of the real estate. These loans typically incorporate a personal guarantee from the primary sponsor or sponsors. This portfolio segment generally involves larger loan amounts with repayment primarily dependent on the successful leasing and operation of the property securing the loan or the business conducted on the property securing the loan. Investor commercial real estate loans may be more adversely affected by changing economic conditions in the real estate markets, industry dynamics or the overall health of the local economy where the property is located. The properties securing the Company’s investor commercial real estate portfolio tend to be diverse in terms of property type. Management monitors and evaluates commercial real estate loans based on property financial performance, collateral value, guarantor strength, economic and industry conditions together with other risk grade criteria. As a general rule, the Company avoids financing special use projects unless other underwriting factors are present to mitigate these additional risks.

Construction: Construction loans are made on a nationwide basis and are secured by land and related improvements and are made to assist in the construction of new structures, which may include commercial (retail, industrial, office, and multi-family) properties, land development for residential properties or single family residential properties offered for sale by the builder. These loans generally finance a variety of project costs, including land, site preparation, architectural services, construction, closing and soft costs and interim financing needs. The cash flows of builders, while initially predictable, may fluctuate with market conditions, and the value of the collateral securing these loans may be subject to fluctuations based on general economic changes.

Single Tenant Lease Financing: These loans are made on a nationwide basis to owners of real estate subject to long-term lease arrangements with single tenant operators. The real estate is typically operated by regionally, nationally or globally branded businesses. The loans are underwritten based on the financial strength of the borrower, characteristics of the real estate, cash flows generated from the lease arrangements and the financial strength of the tenant. Similar to the other loan portfolio segments, management monitors and evaluates these loans based on borrower and tenant financial performance, collateral value, industry trends and other risk grade criteria.

Public Finance: These loans are made on a nationwide basis to governmental and not-for-profit entities to provide both tax-exempt and taxable loans for a variety of purposes including: short-term cash-flow needs; debt refinancing; economic development; quality of life projects; infrastructure improvements; renewable energy projects; and equipment financing. The primary sources of repayment for public finance loans include pledged revenue sources including but not limited to: general obligations; property taxes; income taxes; tax increment revenue; utility revenue; gaming revenues; sales tax; and pledged general revenue. Certain loans may also include an additional collateral pledge of mortgaged property or a security interest in financed equipment.

Healthcare Finance: These loans are made on a nationwide basis to healthcare providers, primarily dentists, for practice acquisition financing or refinancing that occasionally includes owner-occupied commercial real estate and equipment purchases. The sources of repayment are primarily based on the identified cash flows from operations of the borrower and related entities and secondarily on the underlying collateral provided by the borrower.

Small Business Lending: These loans are made on a nationwide basis to small businesses and generally carry a partial guaranty from the U.S. Small Business Administration (“SBA”) under its 7(a) loan program. We generally sell the government guaranteed portion of SBA loans into the secondary market while retaining the non-guaranteed portion of the loan and the servicing rights. Loans in the small business lending portfolio have sources of repayment that are primarily based on the identified cash flows of the borrower and secondarily on any underlying collateral provided by the borrower. Loans may, but do not always, have a collateral shortfall. For SBA loans where the guaranteed portion is retained, the SBA guaranty provides a tertiary source of repayment to the Bank in event of borrower default. Cash flows of borrowers, however, may not be as expected and collateral securing these loans may fluctuate in value. Loans are made for a broad array of purposes including, but not limited to, providing operating cash flow, funding ownership changes, and facilitating equipment and commercial real estate purchases.

Franchise Finance: These loans are made on a nationwide basis through our partnership with ApplePie Capital, which through their deep relationships with franchise brands provides franchisees with financing options for new franchise units, recapitalization, expansion, equipment and working capital. The sources of repayment are either based on identified cash flows from existing operations of the borrower or pro forma cash flow for new franchise locations.

Residential Mortgage: With respect to residential loans that are secured by 1-to-4 family residences and are generally owner occupied, the Company typically establishes a maximum loan-to-value ratio and requires private mortgage insurance if that ratio is exceeded. Repayment of these loans is primarily dependent on the financial circumstances of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Repayment can also be impacted by changes in residential property values. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers in geographically diverse locations throughout the country.

Home Equity: Home equity loans and lines of credit are typically secured by a subordinate interest in 1-to-4 family residences. The properties securing the home equity portfolio segment are generally geographically diverse as the Company offers these products on a nationwide basis. Repayment of these loans and lines of credit is primarily dependent on the financial circumstances of the borrowers and may be impacted by changes in unemployment levels and property values on residential properties, among other economic conditions in the market.

Other Consumer: These loans primarily consist of consumer loans and credit cards. Consumer loans may be secured by consumer assets such as horse trailers or recreational vehicles. Some consumer loans are unsecured, such as small installment loans, home improvement loans and certain lines of credit. Repayment of consumer loans is primarily dependent upon the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers in geographically diverse locations throughout the country.

Allowance for Credit Losses (“ACL”) Methodology

The ACL for loans represents management's estimate of all expected credit losses over the expected life of the Company’s existing loan portfolio. Management estimates the ACL balance using relevant available information about the collectability of cash flows, from internal and external sources, including historical information relating to past events, current conditions, and reasonable and supportable forecasts of future economic conditions. When the Company is unable to forecast future economic events, management may revert to historical information.

The Company's methodologies incorporate a one-year reasonable and supportable forecast period with a one-year straight line reversion to the long-term historical average.

The ACL methodology may also consider other adjustments to address changes in conditions, trends, and circumstances such as local industry changes that could have a significant impact on the risk profile of the loan portfolio and provide for adjustments that may not be reflected and/or captured in the historical loss data. These factors include: lending policies, imprecision in forecasting future economic conditions, loan profile, lending staff, problem loan trends, loan review, collateral, credit concentration, or other internal and external factors.

The Company also includes qualitative adjustments to the allowance based on factors and considerations that have not otherwise been fully accounted for. Qualitative adjustments include, but are not limited to:

Changes in lending policies and procedures, including changes in underwriting standards and collections, charge-offs and recovery practices

Changes in international, national, regional and local conditions

Changes in the nature and volume of the portfolio and terms of loans

Changes in the experience, depth and ability of lending management

Changes in the volume and severity of past due loans and other similar conditions

Changes in the quality of the organization’s loan review system

Changes in the value of underlying collateral for collateral dependent loans

The existence and effect of any concentrations of credit and changes in the levels of such concentrations

The effect of other external factors (i.e. competition, legal and regulatory requirements) on the level of estimated credit losses

The ACL is measured on a collective or pool basis when similar risk characteristics exist. The Company segments its portfolio generally by Federal Financial Institutions Examination Council ("FFIEC") Call Report codes that align with its lines of business. Additional sub-segmentation may be utilized to identify groups of loans with unique risk characteristics relative to the rest of the portfolio.

Loans that do not share similar risk characteristics are evaluated on an individual basis. These evaluations are typically performed on loans with a deteriorated internal risk rating. The allowance for credit loss is determined based on several methods, including estimating the fair value of the underlying collateral or the present value of expected cash flows.

The Company relies on a third-party platform that offers multiple methodologies to measure historical life-of-loan losses.

Modified Loans to Borrowers Experiencing Financial Difficulty

The Company may make modifications to certain loans in order to alleviate temporary difficulties in the borrower’s financial condition and/or constraints on the borrower’s ability to repay the loan, and to minimize potential losses to the Company. Modifications may include changes in the amortization terms of the loan, reductions in interest rates, acceptance of interest only payments, and/or reductions to the outstanding loan balance. Such loans are typically placed on nonaccrual status when there is doubt concerning the full repayment of principal and interest or the loan has been delinquent for a period of 90 days or more. These loans may be returned to accrual status when all contractual amounts past due have been brought current, and the borrower’s performance under the modified terms of the loan agreement and the ultimate collectability of all contractual amounts due under the modified terms is no longer in doubt. The Company typically measures the ACL on modified loans to borrowers experiencing financial difficulty on an individual basis when the loans are deemed to no longer share risk characteristics that are similar with other loans in the portfolio. The determination of the ACL for these loans is based on a discounted cash flow approach for both those measured collectively and individually, unless the loan is deemed collateral dependent, which requires measurement of the ACL based on the estimated expected fair value of the underlying collateral, less costs to sell. GAAP requires the Company to make certain disclosures related to these loans, including certain types of modifications, as well as how such loans have performed since their modifications.

Provision for Credit Losses

A provision for estimated losses on loans is charged to income based upon management’s evaluation of the potential losses. Such an evaluation, which includes a review of all loans for which full repayment may not be reasonably assured, considers, among other matters, the estimated net realizable value of the underlying collateral, as applicable, economic conditions, loan loss experience, and other factors that are particularly susceptible to changes that could result in a material adjustment in the near term. While management attempts to use the best information available in making its evaluations, future allowance adjustments may be necessary if economic conditions change substantially from the assumptions used in making the evaluations.

Policy for Charging Off Loans

The Company’s policy is to charge off a loan at any point in time when it no longer can be considered a bankable asset, meaning collectible within the parameters of policy. A secured loan is generally charged down to the estimated fair value of the collateral, less costs to sell, no later than when it is 120 days past due as to principal or interest. An unsecured loan generally is charged off no later than when it is 180 days past due as to principal or interest. A home improvement loan generally is charged off no later than when it is 90 days past due as to principal or interest.

The following tables present changes in the balance of the ACL during the three and six months ended June 30, 2024 and 2023.

(in thousands)Three Months Ended June 30, 2024
Allowance for credit losses:Balance, Beginning of Period(Credit) Provision Charged to ExpenseLosses Charged OffRecoveriesBalance, End of Period
Commercial and industrial$1,800$(413)$—$2$1,389
Owner-occupied commercial real estate769(208)——561
Investor commercial real estate798374——1,172
Construction2,942198——3,140
Single tenant lease financing8,471(20)(195)—8,256
Public finance1,336(594)——742
Healthcare finance1,917(108)——1,809
Small business lending8,8683,633(573)6511,993
Franchise finance6,166402(577)—5,991
Residential mortgage1,945167——2,112
Home equity125(8)—1118
Other consumer loans5,754497(160)316,122
Total$40,891$3,920$(1,505)$99$43,405
(in thousands)Six Months Ended June 30, 2024
Allowance for credit losses:Balance, Beginning of Period(Credit) Provision Charged to ExpenseLosses Charged OffRecoveriesBalance, End of Period
Commercial and industrial$2,185$(800)$—$4$1,389
Owner-occupied commercial real estate825(264)——561
Investor commercial real estate1,311(139)——1,172
Construction2,167973——3,140
Single tenant lease financing8,129322(195)—8,256
Public finance1,372(630)——742
Healthcare finance1,976(167)——1,809
Small business lending6,5326,218(862)10511,993
Franchise finance6,363205(577)—5,991
Residential mortgage2,054126(69)12,112
Home equity171(56)—3118
Other consumer loans5,689714(335)546,122
Total$38,774$6,502$(2,038)$167$43,405
(in thousands)Three Months Ended June 30, 2023
Allowance for credit losses:Balance, Beginning of Period(Credit) Provision Charged to ExpenseLosses Charged OffRecoveriesBalance, End of Period
Commercial and industrial$1,437$195$—$217$1,849
Owner-occupied commercial real estate71277——789
Investor commercial real estate1,276140——1,416
Construction1,551389——1,940
Single tenant lease financing10,273(303)——9,970
Public finance1,570(61)——1,509
Healthcare finance3,695(1,249)(25)—2,421
Small business lending2,3401,599(1,358)372,618
Franchise finance4,672143(331)—4,484
Residential mortgage2,561(12)—12,550
Home equity254(32)—2224
Other consumer loans6,538(133)(150)336,288
Total$36,879$753$(1,864)$290$36,058
(in thousands)Six Months Ended June 30, 2023
Allowance for credit losses:Balance, Beginning of PeriodAdoption of CECL(Credit) Provision Charged to ExpenseLosses Charged OffRecoveriesBalance, End of Period
Commercial and industrial$1,711$(120)$7,005$(6,965)$218$1,849
Owner-occupied commercial real estate6516276——789
Investor commercial real estate1,099(191)508——1,416
Construction2,074(435)301——1,940
Single tenant lease financing10,519(346)(203)——9,970
Public finance1,753(135)(109)——1,509
Healthcare finance2,9971,034(1,585)(25)—2,421
Small business lending2,1683341,493(1,417)402,618
Franchise finance3,988(313)1,140(331)—4,484
Residential mortgage1,559406582—32,550
Home equity6913319—3224
Other consumer loans3,1492,533899(383)906,288
Total$31,737$2,962$10,126$(9,121)$354$36,058

Accrued interest receivable on loans totaled $28.1 million and $26.7 million at June 30, 2024 and December 31, 2023, respectively, and is excluded from the estimate of credit losses. The Company made the accounting policy election to not measure an ACL for accrued interest receivable. Accrued interest deemed uncollectible will be written off through interest income.

In addition to the ACL, the Company established a reserve for off-balance sheet commitments, classified in other liabilities, as required by the adoption of the CECL methodology for measuring credit losses. This reserve is maintained at a level management believes to be sufficient to absorb losses arising from unfunded loan commitments. The day one entry for off-balance sheet commitments resulted in a reserve of $2.5 million. The adequacy of the reserve for unfunded commitments is determined quarterly based on methodology similar to the methodology for determining the ACL. The following tables detail activity in the provision (benefit) for credit losses on off-balance sheet commitments for the three and six months ended June 30, 2024.

(in thousands)Balance March 31, 2024Provision (Benefit) for credit lossesBalance June 30, 2024
Off-balance sheet commitments
Commercial loans
Commercial and industrial$193$(5)$188
Construction3,2701503,420
Small business lending159(28)131
Total commercial loans3,6221173,739
Consumer loans
Residential mortgage5(2)3
Home equity35(2)33
Other consumer11—11
Total consumer loans51(4)47
Total allowance for off-balance sheet commitments$3,673$113$3,786
(in thousands)Balance December 31, 2023Provision (Benefit) for credit lossesBalance June 30, 2024
Off-balance sheet commitments
Commercial loans
Commercial and industrial$233$(45)$188
Owner-occupied commercial real estate9(9)—
Investor commercial real estate6(6)—
Construction2,8895313,420
Healthcare finance———
Small business lending541(410)131
Total commercial loans3,678613,739
Consumer loans
Residential mortgage11(8)3
Home equity45(12)33
Other consumer11—11
Total consumer loans67(20)47
Total allowance for off-balance sheet commitments$3,745$41$3,786

The following table details activity in the provision for credit losses on off-balance sheet commitments for the three and six months ended June 30, 2023.

(in thousands)Balance March 31, 2023Provision (Benefit) for credit lossesBalance June 30, 2023
Off-balance sheet commitments
Commercial loans
Commercial and industrial$149$39$188
Owner-occupied commercial real estate8—8
Investor commercial real estate48(28)20
Construction2,1547432,897
Healthcare finance2(2)—
Small business lending—242242
Total commercial loans2,3619943,355
Consumer loans
Residential mortgage113(54)59
Home equity62163
Other consumer10414
Total consumer loans185(49)136
Total allowance for off-balance sheet commitments$2,546$945$3,491
(in thousands)Pre-ASC 326 AdoptionImpact of ASC 326 AdoptionProvision (Benefit) for credit lossesBalance June 30, 2023
Off-balance sheet commitments
Commercial loans
Commercial and industrial$—$110$78$188
Owner-occupied commercial real estate——88
Investor commercial real estate—91120
Construction—2,1937042,897
Healthcare finance—2(2)—
Small business lending——242242
Total commercial loans—2,3141,0413,355
Consumer loans
Residential mortgage—127(68)59
Home equity—521163
Other consumer—11314
Total consumer loans—190(54)136
Total allowance for off-balance sheet commitments$—$2,504$987$3,491

The Company utilizes a risk grading matrix to assign a risk grade to each of its commercial loans. A description of the general characteristics of the risk grades is as follows:

“Pass” - Higher quality loans that do not fit any of the other categories described below.

“Special Mention” - Loans that possess some credit deficiency or potential weakness, which deserve close attention.

“Substandard” - Loans that possess a defined weakness or weaknesses that jeopardize the liquidation of the debt. Loans characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Loans that are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.

“Doubtful” - Such loans have been placed on nonaccrual status and may be heavily dependent upon collateral possessing a value that is difficult to determine or based upon some near-term event that lacks clear certainty. These loans have all of the weaknesses of those classified as Substandard; however, based on existing conditions, these weaknesses make full collection of the principal balance highly improbable.

“Loss” - Loans that are considered uncollectible and of such little value that continuing to carry them as assets is not warranted.

The Company does not risk grade its consumer loans. It classifies them as either performing or nonperforming. Below is a description of those classifications:

“Performing” - Loans that are accruing and full collection of principal and interest is expected.

“Nonperforming” - Loans that are 90 days delinquent or for which the full collection of principal and interest may be in doubt.

The following tables present the credit risk profile of the Company’s commercial and consumer loan portfolios by loan class and by year of origination for the years indicated based on rating category and payment activity as of June 30, 2024 and December 31, 2023.

June 30, 2024
Term Loans (amortized cost basis by origination year) · Revolving loans amortized cost basis · Revolving loans converted to term
(in thousands) · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Total
Commercial and industrial
Pass$12,036$17,401$16,381$15,318$2,431$19,953$27,711$—$111,231
Special Mention——4,354—————4,354
Substandard—————————
Doubtful—————————
Total commercial and industrial12,03617,40120,73515,3182,43119,95327,711—115,585
Year-to-date gross charge-offs—————————
Owner-occupied commercial real estate
Pass3,2541,47510,5587,7795,81416,628——45,508
Special Mention——5779058,2701,174——10,926
Substandard—————1,655——1,655
Doubtful—————————
Total owner-occupied commercial real estate3,2541,47511,1358,68414,08419,457——58,089
Year-to-date gross charge-offs—————————
Investor commercial real estate
Pass52,0002,89467,15324,2509,73732,375——188,409
Special Mention—————————
Substandard—————————
Doubtful—————————
Total investor commercial real estate52,0002,89467,15324,2509,73732,375——188,409
Year-to-date gross charge-offs—————————
Construction
Pass11,88677,716152,61082,1592,429—2,122—328,922
Special Mention—————————
Substandard—————————
Doubtful—————————
Total construction11,88677,716152,61082,1592,429—2,122—328,922
Year-to-date gross charge-offs—————————
Single tenant lease financing
Pass17,73652,073220,92088,67464,537464,691——908,631
Special Mention1,240—2,5974,3681,1669,460——18,831
Substandard—————————
Doubtful—————————
Total single tenant lease financing18,97652,073223,51793,04265,703474,151——927,462
Year-to-date gross charge-offs—————195——195
Public finance
Pass5,9571,78812,02828,790719434,798——484,080
Special Mention—————2,120——2,120
Substandard—————————
Doubtful—————————
Total public finance5,9571,78812,02828,790719436,918——486,200
Year-to-date gross charge-offs—————————
June 30, 2024
Term Loans (amortized cost basis by origination year) · Revolving loans amortized cost basis · Revolving loans converted to term
(in thousands) · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Total
Healthcare finance
Pass———9,472114,82677,099——201,397
Special Mention—————682——682
Substandard—————————
Doubtful—————————
Total healthcare finance———9,472114,82677,781——202,079
Year-to-date gross charge-offs—————————
Pass56,182118,34334,33413,39510,81712,01310,035—255,119
Special Mention—2,632660390374592199—4,847
Substandard—3,3042,958721,4831,883463—10,163
Doubtful—————————
Total small business lending56,182124,27937,95213,85712,67414,48810,697—270,129
Year-to-date gross charge-offs—218487—7285——862
Franchise finance
Pass52,006247,634195,74554,548————549,933
Special Mention——1,200—————1,200
Substandard—————————
Doubtful—————————
Total franchise finance52,006247,634196,94554,548————551,133
Year-to-date gross charge-offs—281—296————577
Consumer loans
Residential mortgage
Performing—13,973191,73287,71729,25058,287——380,959
Nonperforming——48433271703——1,590
Total residential mortgage—13,973192,21688,04929,32158,990——382,549
Year-to-date gross charge-offs——1356————69
Home equity
Performing—1,2281,89837244160015,4751,39121,405
Nonperforming—————————
Total home equity—1,2281,89837244160015,4751,39121,405
Year-to-date gross charge-offs—————————
Other consumer
Performing54,803106,97696,99237,28223,54876,067805—396,473
Nonperforming——727317——54
Total other consumer54,803106,97696,99937,30923,55176,084805—396,527
Gross charge-offs—1009057187——335
Total Loans$267,100$647,437$1,013,188$455,850$275,916$1,210,797$56,810$1,391$3,928,489
Total year-to-date gross charge-offs$—$599$590$409$73$367$—$—$2,038

1 Balance in “Substandard” is partially guaranteed by the U.S. government.

December 31, 2023
Term Loans (amortized cost basis by origination year) · Revolving loans amortized cost basis · Revolving loans converted to term
(in thousands) · 2023 · 2022 · 2021 · 2020 · 2019 · Prior · Total
Commercial and industrial
Pass$24,329$19,382$15,464$2,502$12,365$8,703$41,967$—$124,712
Special Mention—4,637——————4,637
Substandard—————————
Doubtful—————————
Total commercial and industrial24,32924,01915,4642,50212,3658,70341,967—129,349
Year-to-date gross charge-offs——6,9145130———7,049
Owner-occupied commercial real estate
Pass1,49210,7317,9906,5915,25512,485——44,544
Special Mention—5849228,392—1,189——11,087
Substandard—————1,655——1,655
Doubtful—————————
Total owner-occupied commercial real estate1,49211,3158,91214,9835,25515,329——57,286
Year-to-date gross charge-offs—————————
Investor commercial real estate
Pass6,57135,20926,8419,86447,8275,765——132,077
Special Mention—————————
Substandard—————————
Doubtful—————————
Total investor commercial real estate6,57135,20926,8419,86447,8275,765——132,077
Year-to-date gross charge-offs—————591——591
Construction
Pass26,539153,06670,1756,121——5,849—261,750
Special Mention—————————
Substandard—————————
Doubtful—————————
Total construction26,539153,06670,1756,121——5,849—261,750
Year-to-date gross charge-offs—————————
Single tenant lease financing
Pass52,360221,96489,07565,863142,023346,695——917,980
Special Mention—4,3626,6983,032—4,544——18,636
Substandard—————————
Doubtful—————————
Total single tenant lease financing52,360226,32695,77368,895142,023351,239——936,616
Year-to-date gross charge-offs—————————
Public finance
Pass3,80530,58329,75071943,611411,176——519,644
Special Mention—————2,120——2,120
Substandard—————————
Doubtful—————————
Total public finance3,80530,58329,75071943,611413,296——521,764
Year-to-date gross charge-offs—————————
December 31, 2023
Term Loans (amortized cost basis by origination year) · Revolving loans amortized cost basis · Revolving loans converted to term
(in thousands) · 2023 · 2022 · 2021 · 2020 · 2019 · Prior · Total
Healthcare finance
Pass——9,955124,65463,48623,484——221,579
Special Mention————1,214———1,214
Substandard—————————
Doubtful—————————
Total healthcare finance——9,955124,65464,70023,484——222,793
Year-to-date gross charge-offs————605———605
Pass119,14942,07715,18013,9484,5829,2155,388—209,539
Special Mention343496—341265698——2,143
Substandard1,0951,854521,7771,155417474—6,824
Doubtful—————————
Total small business lending120,58744,42715,23216,0666,00210,3305,862—218,506
Year-to-date gross charge-offs677394161,364————2,586
Franchise finance
Pass256,944210,61757,919—————525,480
Special Mention—————————
Substandard——303—————303
Doubtful—————————
Total franchise finance256,944210,61758,222—————525,783
Year-to-date gross charge-offs—331——————331
Consumer loans
Residential mortgage
Performing14,942195,45391,01030,09213,07248,330——392,899
Nonperforming—73845673—1,482——2,749
Total residential mortgage14,942196,19191,46630,16513,07249,812——395,648
Year-to-date gross charge-offs—5370—17———140
Home equity
Performing1,3691,99743646714158516,8961,77823,669
Nonperforming—————————
Total home equity1,3691,99743646714158516,8961,77823,669
Year-to-date gross charge-offs—————————
Other consumer
Performing115,736106,88341,59826,52727,08758,902795—377,528
Nonperforming—53—51513——86
Total other consumer115,736106,93641,59826,53227,10258,915795—377,614
Year-to-date gross charge-offs97115205156243——582
Total Loans$624,674$1,040,686$463,824$300,968$362,098$937,458$71,369$1,778$3,802,855
Total year-to-date gross charge-offs$164$1,238$7,420$1,420$808$834$—$—$11,884

1 Balance in “Substandard” is partially guaranteed by the U.S. government.

The following tables present the Company’s loan portfolio delinquency analysis as of June 30, 2024 and December 31, 2023.

(in thousands)30-59DaysPast Due60-89DaysPast Due90 Days or MorePast DueTotal Past DueCurrentTotalLoans
Commercial and industrial$9$—$—$9$115,576$115,585
Owner-occupied commercial real estate————58,08958,089
Investor commercial real estate————188,409188,409
Construction————328,922328,922
Single tenant lease financing————927,462927,462
Public finance————486,200486,200
Healthcare finance————202,079202,079
Small business lending15,2161,3294,99511,540258,589270,129
Franchise finance4,4429095555,906545,227551,133
Residential mortgage1,1822,5636734,418378,131382,549
Home equity————21,40521,405
Other consumer1944038272396,255396,527
Total$11,043$4,841$6,261$22,145$3,906,344$3,928,489
(in thousands)30-59DaysPast Due60-89DaysPast Due90 Days or MorePast DueTotal Past DueCurrentTotalLoans
Commercial and industrial$40$21$—$61$129,288$129,349
Owner-occupied commercial real estate————57,28657,286
Investor commercial real estate————132,077132,077
Construction————261,750261,750
Single tenant lease financing————936,616936,616
Public finance————521,764521,764
Healthcare finance————222,793222,793
Small business lending12,680572,7945,531212,975218,506
Franchise finance—2,9233033,226522,557525,783
Residential mortgage707091,6632,442393,206395,648
Home equity————23,66923,669
Other consumer2236853344377,270377,614
Total$3,013$3,778$4,813$11,604$3,791,251$3,802,855

Loans are reclassified to a non-accruing status when, in management’s judgment, the collateral value and financial condition of the borrower do not justify accruing interest. At the time the accrual is discontinued, all unpaid accrued interest is reversed against earnings. Interest income accrued in prior years, if any, is charged to the allowance for credit losses. Payments subsequently received on nonaccrual loans are applied to principal. A loan is returned to accrual status when principal and interest are no longer past due and collectability is probable, typically after a minimum of nine consecutive months of performance. The Company recorded less than $0.1 million interest income recognized on nonaccrual loans for both the six months ended June 30, 2024 and 2023.

The following table summarizes the Company’s nonaccrual loans and loans past due 90 days or more and still accruing by loan class for the periods indicated:

June 30, 2024December 31, 2023
(in thousands)Nonaccrual LoansNonaccrual Loans with no Allowance for Credit LossesTotal Loans90 Days orMore PastDue andAccruingNonaccrual LoansNonaccrual Loans with no Allowance for Credit LossesTotal Loans90 Days orMore PastDue andAccruing
Small business lending1$10,246$2,865$2$6,824$904$—
Franchise finance——555303——
Residential mortgage2,1172,117—1,9111,911838
Other consumer545448686—
Total loans$12,417$5,036$561$9,124$2,901$838

Determining fair value for collateral dependent loans requires obtaining a current independent appraisal of the collateral and applying a discount factor, which includes selling costs if applicable, to the value. The fair value of real estate is generally based on appraisals by qualified licensed appraisers. The appraisers typically determine the value of the real estate by utilizing an income or market valuation approach. If an appraisal is not available, the fair value may be determined by using a cash flow analysis. Fair value on other collateral such as business assets is typically ascertained by assessing, either singularly or some combination of, asset appraisals, accounts receivable aging reports, inventory listings and/or customer financial statements. Both appraised values and values based on borrower’s financial information are discounted as considered appropriate based on age and quality of the information and current market conditions.

The following tables present the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses as of June 30, 2024 and December 31, 2023.

(in thousands)Commercial Real EstateResidential Real EstateOtherTotalAllowance on Collateral Dependent Loans
Owner-occupied commercial real estate$—$—$1,654$1,654$—
Small business lending12,003—7,3329,3355,144
Residential mortgage—2,117—2,117—
Other consumer loans——5454—
Total loans$2,003$2,117$9,040$13,160$5,144
(in thousands)Commercial Real EstateResidential Real EstateOtherTotalAllowance on Collateral Dependent Loans
Owner-occupied commercial real estate$—$—$1,654$1,654$—
Small business lending12,8751,2102,2266,3112,391
Residential mortgage—1,911—1,911—
Other consumer loans——8686—
Total loans$2,875$3,121$3,966$9,962$2,391

Loan Modifications to Borrowers Experiencing Financial Difficulty

In January 2023, the Company adopted ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt restructurings and Vintage Disclosures” (“ASU 2022-02”), which eliminated the accounting guidance for troubled debt restructurings (“TDRs”) while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. This guidance was applied on a prospective basis. Upon adoption of this guidance, the Company no longer establishes a specific reserve for modifications to borrowers experiencing financial difficulty. Instead, these modifications are included in their respective loan pool and a historical loss rate is applied to the current loan balance to arrive at the quantitative baseline portion of the ACL.

Modifications to borrowers experiencing financial difficulty may include interest rate reductions, principal or interest forgiveness, forbearances, term extensions and other actions intended to minimize loss and to avoid foreclosure or repossession of collateral. The Company did not have any loan modifications made to borrowers experiencing financial difficulty during the three and six months ended June 30, 2024 and 2023.

Other Real Estate Owned

The Company hadno other real estate owned (“OREO”) as of June 30, 2024. The Company had $0.4 million in other real estate owned (“OREO”) as of December 31, 2023, which consisted oftwo residential mortgage properties. There weretwo loans totaling $0.5 million andone loan totaling $0.8 million, in the process of foreclosure at June 30, 2024 and December 31, 2023, respectively.

Note 5: Premises and Equipment

The following table summarizes premises and equipment at June 30, 2024 and December 31, 2023.

(in thousands)June 30, 2024December 31, 2023
Land$5,598$5,598
Construction in process6651,119
Right of use leased asset1766
Building and improvements61,97160,699
Furniture and equipment21,40320,836
Less: accumulated depreciation(17,138)(14,855)
Total$72,516$73,463

Note 6: Goodwill

As of June 30, 2024 and December 31, 2023, the carrying amount of goodwill was $4.7 million. There have been no changes in the carrying amount of goodwill for the three and six months ended June 30, 2024 or June 30, 2023. Goodwill is assessed for impairment annually as of August 31, or more frequently if events occur or circumstances change that indicate an impairment may exist. When assessing goodwill for impairment, first, a qualitative assessment can be made to determine whether it is more likely than not that the estimated fair value of a reporting unit is less than its estimated carrying value. If the results of the qualitative assessment are not conclusive, a quantitative goodwill test is performed. Alternatively, a quantitative goodwill test can be performed without performing a qualitative assessment.

Goodwill was assessed for impairment using a quantitative test performed as of August 31, 2023. The estimated fair value of the reporting unit exceeded the net carrying value, and therefore no goodwill impairment existed as of that date.

Note 7: Servicing Asset

Activity for the servicing asset and the related changes in fair value for the three and six months ended June 2024 and 2023 are shown in the table below.

Three Months Ended
(in thousands)June 30, 2024June 30, 2023
Balance, beginning of period$11,760$7,312
Additions:
Originated2,0781,298
Subtractions
Paydowns:(797)(528)
Changes in fair value due to changes in valuation inputs or assumptions used in the valuation model(32)170
Loan servicing asset revaluation$(829)$(358)
Balance, end of period$13,009$8,252
Six Months Ended
(in thousands)June 30, 2024June 30, 2023
Balance, beginning of period$10,567$6,255
Additions:
Originated3,7052,410
Subtractions
Paydowns:(1,408)(867)
Changes in fair value due to changes in valuation inputs or assumptions used in the valuation model145454
Loan servicing asset revaluation$(1,263)$(413)
Balance, end of period$13,009$8,252

Loans serviced for others are not included in the condensed consolidated balance sheets. The unpaid principal balances of these loans serviced for others as of June 30, 2024 and December 31, 2023 are shown in the table below.

(in thousands)June 30, 2024December 31, 2023
Loan portfolios serviced for:
SBA guaranteed loans$676,497$531,927
Total$676,497$531,927

Loan servicing revenue totaled $1.5 million and $2.8 million for the three and six months ended June 30, 2024, respectively, and $0.9 million and $1.6 million for the three and six months ended June 30, 2023, respectively. Loan servicing asset revaluation, which represents the change in fair value of the servicing asset, resulted in a $0.8 million and $1.3 million downward valuation for the three and six months ended June 30, 2024, respectively, and a $0.4 million downward valuation for both the three and six months ended June 30, 2023.

The fair value of servicing rights is highly sensitive to changes in underlying assumptions. Though fluctuations in prepayment speeds and changes in secondary market premiums generally have the most substantial impact on the fair value of servicing rights, other influencing factors include changing economic conditions, changes to the discount rate assumption and the weighted average life of the servicing portfolio. Measurement of fair value is limited to the conditions existing and the assumptions used as of a particular point in time; however, those assumptions may change over time. Refer to Note 11 - Fair Value of Financial Instruments for further details.

Note 8: Subordinated Debt

In June 2019, the Company issued $37.0 million aggregate principal amount of 6.0% Fixed-to-Floating Rate Subordinated Notes due 2029 (the “2029 Notes”) in a public offering. The 2029 Notes bear interest at a floating rate equal to three-month Term SOFR plus 4.376%. All interest on the 2029 Notes is payable quarterly. The 2029 Notes are scheduled to mature on June 30, 2029. The 2029 Notes are unsecured subordinated obligations of the Company and may be repaid, without penalty, on any interest payment date on or after June 30, 2024. The 2029 Notes are intended to qualify as Tier 2 capital under regulatory guidelines.

In October 2020, the Company entered into a term loan in the principal amount of $10.0 million, evidenced by a term note due 2030 (the “2030 Note”). The 2030 Note initially bears a fixed interest rate of 6.0% per year to, but excluding, November 1, 2025 and thereafter at a floating rate equal to the then-current benchmark rate (initially three-month Term SOFR plus 5.795%). The 2030 Note is scheduled to mature on November 1, 2030. The 2030 Note is an unsecured subordinated obligation of the Company and may be repaid, without penalty, on any interest payment date on or after November 1, 2025. The 2030 Note is intended to qualify as Tier 2 capital under regulatory guidelines. The Company used the net proceeds from the issuance of the 2030 Note to redeem a subordinated term note that had been entered into in October 2015.

In August 2021, the Company issued $60.0 million aggregate principal amount of 3.75% Fixed-to-Floating Rate Subordinated Notes due 2031 (the “2031 Notes”) in a private placement. The 2031 Notes initially bear a fixed interest rate of 3.75% per year to, but excluding, September 1, 2026, and thereafter a floating rate equal to the then-current benchmark rate (initially three-month Term SOFR plus 3.11%). The 2031 Notes are scheduled to mature on September 1, 2031. The 2031 Notes are unsecured subordinated obligations of the Company and may be repaid, without penalty, on any interest payment date on or after September 1, 2026. The 2031 Notes are intended to qualify as Tier 2 capital under regulatory guidelines. The Company used a portion of the net proceeds from the issuance of the 2031 Notes to redeem subordinated notes issued by the Company in 2016. Pursuant to the terms of a Registration Rights Agreement between the Company and the initial purchasers of the 2031 Notes, the Company offered to exchange the 2031 Notes for subordinated notes that are registered under the Securities Act of 1933, as amended, and have substantially the same terms as the 2031 Notes. On December 30, 2021, we completed an exchange of $59.3 million principal amount of the unregistered 2031 Notes for registered 2031 Notes in satisfaction of our obligations under the registration rights agreement. Holders of $0.7 million of unregistered 2031 Notes did not participate in the exchange.

The following table presents the principal balance and unamortized discount and debt issuance costs for the 2029 Notes, the 2030 Note, and the 2031 Notes as of June 30, 2024 and December 31, 2023.

June 30, 2024December 31, 2023
(in thousands)PrincipalUnamortized Discount and Debt Issuance CostsPrincipalUnamortized Discount and Debt Issuance Costs
2029 Notes$37,000$(783)$37,000$(862)
2030 Notes10,000(149)10,000(160)
2031 Notes60,000(1,075)60,000(1,140)
Total$107,000$(2,007)$107,000$(2,162)

Note 9: Benefit Plans

Employment Agreements

The Company is party to certain employment agreements with each of its Chief Executive Officer, President and Chief Operating Officer and Executive Vice President and Chief Financial Officer. The employment agreements each provide for annual base salaries and annual bonuses, if any, as determined from time to time by the Compensation Committee of our Board of Directors. The annual bonuses are to be determined with reference to the achievement of annual performance objectives established by the Compensation Committee. The agreements also provide that each of the Chief Executive Officer, President and Chief Operating Officer and Executive Vice President and Chief Financial Officer, may be awarded additional compensation, benefits, or consideration as the Compensation Committee may determine.

The agreements also provide for the continuation of salary and certain other benefits for a specified period of time upon termination of employment under certain circumstances, including resignation for “good reason,” termination by the Company without “cause” at any time or any termination of employment within twelve months following a “change in control,” along with other specific conditions.

2022 Equity Incentive Plan

The First Internet Bancorp 2022 Equity Incentive Plan (the “2022 Plan”) was approved by our Board of Directors and ratified by our shareholders on May 16, 2022. The plan permits awards of incentive and non-statutory stock options, stock appreciation rights, restricted stock awards, stock unit awards, performance awards and other stock-based awards. All employees, consultants and advisors of the Company or any subsidiary, as well as all non-employee directors of the Company, are eligible to receive awards under the 2022 Plan. The 2022 Plan initially authorized the issuance of 400,000 new shares of the Company’s common stock plus all shares of common stock that remained available for future grants under the First Internet Bancorp 2013 Equity Incentive Plan (the “2013 Plan”).

Award Activity Under 2022 Plan

The Company recorded $0.4 million and $0.7 million of share-based compensation expense for the three and six months ended June 30, 2024, respectively, related to stock-based awards under the 2022 Plan. The Company recorded less than $0.1 million of share-based compensation expense for both the three and six months ended June 30, 2023, related to stock-based awards under the 2022 Plan.

The following table summarizes the stock-based award activity under the 2022 Plan for the six months ended June 30, 2024.

Restricted Stock UnitsWeighted-Average Grant Date Fair Value Per ShareRestricted Stock AwardsWeighted-Average Grant Date Fair Value Per ShareDeferred Stock UnitsWeighted-Average Grant Date Fair Value Per Share
Unvested at December 31, 202372,354$24.6130,030$11.18—$—
Granted75,22224.1312,04031.46——
Vested(14,294)24.52(30,030)11.18——
Unvested at June 30, 2024133,282$24.3512,040$31.46—$—

At June 30, 2024, the total unrecognized compensation cost related to unvested stock-based awards under the 2022 Plan was$2.8 million with a weighted-average expense recognition period of 2.0 years.

2013 Equity Incentive Plan

The 2013 Plan authorized the issuance of 750,000 shares of the Company’s common stock in the form of stock-based awards to employees, directors, and other eligible persons. Although outstanding stock-based awards under the 2013 Plan remain in place according to their terms, our authority to grant new awards under the 2013 Plan terminated upon shareholder approval of the 2022 Plan.

Award Activity Under 2013 Plan

The Company recorded$0.1 million and $0.2 millionof share-based compensation expense for the three and six months ended June 30, 2024, respectively, related to stock-based awards under the 2013 Plan. The Company recorded less than $0.1 million and$0.5 million of share-based compensation expense for the three and six months ended June 30, 2023, respectively, related to stock-based awards under the 2013 Plan.

The following table summarizes the stock-based award activity under the 2013 Plan for the six months ended June 30, 2024.

Restricted Stock UnitsWeighted-Average Grant Date Fair Value Per ShareRestricted Stock AwardsWeighted-Average Grant Date Fair Value Per ShareDeferred Stock UnitsWeighted-Average Grant Date Fair Value Per Share
Unvested at December 31, 202353,985$39.86—$——$—
Cancelled/Forfeited(22,685)30.45————
Vested(8,089)46.64————
Unvested at June 30, 202423,211$46.69—$——$—

At June 30, 2024, the total unrecognized compensation cost related to unvested stock-based awards under the 2013 Plan was $0.2 million with a weighted-average expense recognition period of 0.6 years.

Directors Deferred Stock Plan

Until January 2014, the Company had a practice of granting awards under a stock compensation plan for members of the Board of Directors (“Directors Deferred Stock Plan”). The Company reserved 180,000 shares of common stock that could have been issued pursuant to the Directors Deferred Stock Plan. The plan provided directors the option to elect to receive up to 100% of their annual retainer in either common stock or deferred stock rights. Deferred stock rights were to be settled in common stock following the end of the deferral period payable on the basis of one share of common stock for each deferred stock right.

The following table summarizes the status of deferred stock rights related to the Directors Deferred Stock Plan for the six months ended June 30, 2024.

Deferred Stock Rights
Outstanding, beginning of period28,538
Granted142
Outstanding, end of period28,680

All deferred stock rights granted during the 2024 period were additional rights issued in lieu of cash dividends payable on outstanding deferred stock rights.

Note 10: Commitments and Credit Risk

In the normal course of business, the Company makes various commitments to extend credit which are not reflected in the accompanying condensed consolidated financial statements. At June 30, 2024 and December 31, 2023, the Company had outstanding loan commitments totaling approximately $715.0 million and $755.4 million, respectively.

Note 11: Fair Value of Financial Instruments

ASC Topic 820, Fair Value Measurement, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 Quoted prices in active markets for identical assets or liabilities

Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a recurring basis and recognized in the accompanying condensed consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.

Available-for-Sale Securities

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. The Company did not own any securities classified within Level 1 of the hierarchy as of June 30, 2024 or December 31, 2023.

Level 2 securities include U.S. Government-sponsored agencies, municipal securities, mortgage and asset-backed securities and corporate securities. Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities.

In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. Fair values are calculated using discounted cash flows. Discounted cash flows are calculated based off of the anticipated future cash flows updated to incorporate loss severities. Rating agency and industry research reports as well as default and deferral activity are reviewed and incorporated into the calculation. The Company did not own any securities classified within Level 3 of the hierarchy as of June 30, 2024 or December 31, 2023.

Loans Held-for-Sale (mandatory pricing agreements)

The fair value of loans held-for-sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan (Level 2).

Servicing Asset

Fair value is based on a loan-by-loan basis taking into consideration the origination to maturity dates of the loans, the current age of the loans and the remaining term to maturity. The valuation methodology utilized for the servicing asset begins with generating estimated future cash flows for each servicing asset based on their unique characteristics and market-based assumptions for prepayment speeds and costs to service. The present value of the future cash flows is then calculated utilizing market-based discount rate assumptions (Level 3).

Interest Rate Swap Agreements

The fair values of interest rate swap agreements are estimated using current market interest rates as of the balance sheet date and calculated using discounted cash flows that are observable or that can be corroborated by observable market data (Level 2).

Back-to-Back Swap Agreements

The Company offers interest rate swaps to certain loan customers to allow them to hedge the risk of rising interest rates on their variable rate loans. The Company originates a variable rate loan and enters into a variable-to-fixed interest rate contract with the customer. The Company also enters into an offsetting interest rate swap with a correspondent bank. These back-to-back swap agreements are intended to offset each other and allow the Company to originate a variable rate loan, while providing a contract for fixed interest payments for the customer. The net cash flow for the Company is equal to the interest income received from a variable rate loan originated with the customer. The fair value of these derivatives is based on a discounted cash flow approach. The fair value assets and liabilities of centrally cleared interest rate swaps are net of variation margin settled-to-market (Level 2).

Interest Rate Lock Commitments

The fair values of IRLCs are determined using the projected sale price of individual loans based on changes in market interest rates, projected pull-through rates (the probability that an IRLC will ultimately result in an originated loan), the reduction in the value of the applicant’s option due to the passage of time, and the remaining origination costs to be incurred based on management’s estimate of market costs (Level 3).

The following tables present the fair value measurements of assets and liabilities recognized in the accompanying condensed consolidated balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at June 30, 2024 and December 31, 2023.

June 30, 2024 Fair Value Measurements Using
(in thousands)FairValueQuoted Pricesin Active Markets for Identical Assets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)
U.S. Government-sponsored agencies$87,746$—$87,746$—
Municipal securities64,412—64,412—
Agency mortgage-backed securities - residential230,045—230,045—
Agency mortgage-backed securities - commercial36,891—36,891—
Private label mortgage-backed securities - residential25,631—25,631—
Asset-backed securities8,429—8,429—
Corporate securities35,418—35,418—
Total available-for-sale securities$488,572$—$488,572$—
Servicing asset13,009——13,009
Interest rate swap agreements4,681—4,681—
Interest rate swap agreements - assets (back-to-back)12—12—
Interest rate swap agreements - liabilities (back-to-back)(12)—(12)—
December 31, 2023Fair Value Measurements Using
(in thousands)FairValueQuoted Pricesin Active Markets for Identical Assets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)
U.S. Government-sponsored agencies$95,177$—$95,177$—
Municipal securities68,446—68,446—
Agency mortgage-backed securities - residential206,649—206,649—
Agency mortgage-backed securities - commercial38,885—38,885—
Private label mortgage-backed securities - residential20,779—20,779—
Asset-backed securities8,081—8,081—
Corporate securities36,838—36,838—
Total available-for-sale securities$474,855$—$474,855$—
Servicing asset10,567——10,567
Interest rate swap agreements5,139—5,139—
Interest rate swap agreements - assets (back-to-back)677—677—
Interest rate swap agreements - liabilities (back-to-back)(677)—(677)—

The following tables reconcile the beginning and ending balances of recurring fair value measurements recognized in the accompanying condensed consolidated balance sheets using significant unobservable (Level 3) inputs for the three and six months ended June 30, 2024 and 2023.

Three Months Ended
(in thousands)Servicing AssetInterest Rate LockCommitments
Balance as of April 1, 2024$11,760$—
Total realized gains
Additions:
Originated2,078—
Subtractions:
Paydowns(797)—
Change in fair value(32)—
Balance, June 30, 2024$13,009$—
Balance as of April 1, 2023$7,312$—
Total realized gains
Additions:
Originated1,298—
Subtractions:
Paydowns(528)—
Change in fair value170—
Balance, June 30, 2023$8,252$—
Six Months Ended
(in thousands) · Servicing Asset · Interest Rate LockCommitments
Balance, January 1, 2024$10,567$—
Total realized gains
Additions:
Originated3,705—
Subtractions:—
Paydowns(1,408)—
Change in fair value145—
Balance, June 30, 2024$13,009$—
Balance, January 1, 2023$6,255$133
Total realized gains
Additions:
Originated2,410—
Subtractions:
Paydowns(867)—
Change in fair value454(133)
Balance, June 30, 2023$8,252$—

The following describes the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis, as well as the general classification of such assets pursuant to the valuation hierarchy.

Individually Analyzed Collateral Dependent Loans

Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment. The amount of impairment may be determined based on the fair value of the underlying collateral, less costs to sell, the estimated present value of future cash flows or the loan’s observable market price.

If the individually analyzed loan is identified as collateral dependent, the fair value of the underlying collateral, less costs to sell, is used to measure impairment. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. If the individually analyzed loan is not collateral dependent, the Company utilizes a discounted cash flow analysis to measure impairment.

Individually analyzed loans with a specific valuation allowance based on the value of the underlying collateral or a discounted cash flow analysis are classified as Level 3 assets.

The following table presents the fair value measurements of assets and liabilities recognized in the accompanying condensed consolidated balance sheets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurement falls at June 30, 2024 and December 31, 2023.

(in thousands)Fair Value Measurements Using
FairValueQuoted Pricesin ActiveMarkets forIdenticalAssets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)
Collateral dependent loans$2,528$—$—$2,528
(in thousands)Fair Value Measurements Using
FairValueQuoted Pricesin ActiveMarkets forIdenticalAssets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)
Collateral dependent loans$2,799$—$—$2,799

Significant Unobservable (Level 3) Inputs

The following tables present quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements.

(dollars in thousands)Fair Value atJune 30, 2024ValuationTechniqueSignificant UnobservableInputsRangeWeighted-Average Range
Collateral dependent loans$2,528Fair value of collateralDiscount for type of property and current market conditions0%- 90%25%
Servicing asset13,009Discounted cash flowPrepayment speedsDiscount rate0% - 25%15%11.7%15%
(dollars in thousands)Fair Value atDecember 31, 2023ValuationTechniqueSignificant UnobservableInputsRangeWeighted-Average Range
Collateral dependent loans$2,799Fair value of collateralDiscount for type of property and current market conditions0% - 90%28%
Servicing asset10,567Discounted cash flowPrepayment speedsDiscount rate0% - 25%15%11.3%15%

The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying condensed consolidated balance sheets at amounts other than fair value.

Cash and Cash Equivalents

For these instruments, the carrying amount is a reasonable estimate of fair value.

Securities Held-to-Maturity

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid mutual funds. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.

Level 2 securities include agency mortgage-backed securities - residential, municipal securities and corporate securities. Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities.

In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. Fair values are calculated using discounted cash flows. Discounted cash flows are calculated based off of the anticipated future cash flows updated to incorporate loss severities. Rating agency and industry research reports as well as default and deferral activity are reviewed and incorporated into the calculation. The Company did not own any securities classified within Level 3 of the hierarchy as of June 30, 2024 or December 31, 2023.

Loans Held-for-Sale (best efforts pricing agreements)

The fair value of these loans approximates carrying value.

Loans

The fair value of loans is estimated on an exit price basis incorporating discounts for credit, liquidity and marketability factors.

Accrued Interest Receivable

The fair value of these financial instruments approximates carrying value.

Federal Home Loan Bank of Indianapolis Stock

The fair value of this financial instrument approximates carrying value.

Deposits

The fair value of noninterest-bearing and interest-bearing demand deposits, savings and money market accounts approximates carrying value. The fair value of fixed maturity certificates of deposit and brokered deposits are estimated using rates currently offered for deposits of similar remaining maturities.

Advances from Federal Home Loan Bank

The fair value of fixed rate advances is estimated using rates currently available for advances with similar remaining maturities. The carrying value of variable rate advances approximates fair value.

Subordinated Debt

The fair value of the Company’s publicly traded subordinated debt is obtained from quoted market prices. The fair value of the Company’s remaining subordinated debt is estimated using discounted cash flow analysis, based on current borrowing rates for similar types of debt instruments.

Accrued Interest Payable

The fair value of these financial instruments approximates carrying value.

Commitments

The fair value of commitments to extend credit are based on fees currently charged to enter into similar agreements with similar maturities and interest rates. The Company determined that the fair value of commitments was zero based on the contractual value of outstanding commitments at each of June 30, 2024 and December 31, 2023.

The following tables present the carrying value and estimated fair value of all financial assets and liabilities that are not measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023.

June 30, 2024Fair Value Measurements Using
(in thousands)CarryingAmountFair ValueQuoted PricesIn ActiveMarket forIdentical Assets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)
Cash and cash equivalents$396,786$396,786$396,786$—$—
Securities held-to-maturity, net270,349247,430—247,430—
Loans held-for-sale (best efforts pricing agreements)19,38419,384—19,384—
Net loans3,917,7413,751,788——3,751,788
Accrued interest receivable28,11828,11828,118——
Federal Home Loan Bank of Indianapolis stock28,35028,350—28,350—
Deposits4,273,9224,255,7611,851,395—2,404,366
Advances from Federal Home Loan Bank575,000565,906—565,906—
Subordinated debt104,993106,57836,52670,052—
Accrued interest payable3,4193,4193,419——
December 31, 2023Fair Value Measurements Using
(in thousands)CarryingAmountFair ValueQuoted PricesIn ActiveMarket forIdenticalAssets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)
Cash and cash equivalents$405,898$405,898$405,898$—$—
Securities held-to-maturity227,153207,572—207,572—
Loans held-for-sale (best efforts pricing agreements)22,05222,052—22,052—
Net loans3,801,4463,611,909——3,611,909
Accrued interest receivable26,74626,74626,746——
Federal Home Loan Bank of Indianapolis stock28,35028,350—28,350—
Deposits4,066,9734,059,4471,796,123—2,263,324
Advances from Federal Home Loan Bank614,934605,366—605,366—
Subordinated debt104,838102,63232,56070,072—
Accrued interest payable3,8483,8483,848——

Note 12: Mortgage Banking Activities

The Bank’s residential real estate lending business originated mortgage loans for customers and typically sold a majority of the originated loans into the secondary market. For most of the mortgages sold in the secondary market, the Bank hedged its mortgage banking pipeline by entering into forward contracts for the future delivery of mortgage loans to third party investors and entering into IRLCs with potential borrowers to fund specific mortgage loans that would be sold into the secondary market. To facilitate the hedging of the loans, the Bank elected the fair value option for loans originated and intended for sale in the secondary market under mandatory pricing agreements. Changes in the fair value of loans held-for-sale, IRLCs and forward contracts are recorded in the mortgage banking activities line item within noninterest income. Refer to Note 13 for further information on derivative financial instruments.

During both the three and six months ended June 30, 2024, the Company hadno mortgage loans held-for-sale or sold mortgage loans into the secondary market. During the three months ended June 30, 2023, the Company hadno mortgage loans held-for-sale and sold $3.1 million of mortgage loans into the secondary market. During the six months ended June 30, 2023, the Company originated $36.3 million of mortgage loans held-for-sale and sold $46.5 million of mortgage loans, respectively, into the secondary market. During the first quarter 2023, the Company made the decision to exit the residential mortgage business.

The following table presents the components of income from mortgage banking activities for the three and six months ended June 30, 2024 and 2023.

Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2024202320242023
Gain on loans sold$—$—$—$471
Loss resulting from the change in fair value of loans held-for-sale———(143)
Loss resulting from the change in fair value of derivatives———(252)
Net revenue from mortgage banking activities$—$—$—$76

Fluctuations in interest rates and changes in IRLC and loan volume within the mortgage banking pipeline may cause volatility in the fair value of loans held-for-sale and the fair value of derivatives used to hedge the mortgage banking pipeline.

Note 13: Derivative Financial Instruments

The Company uses derivative financial instruments to help manage exposure to interest rate risk and the effects that changes in interest rates may have on net income and the fair value of assets and liabilities. The Company enters into interest rate swap agreements as part of its asset/liability management strategy to help manage its interest rate risk position. Additionally, the Company entered into forward contracts for the future delivery of mortgage loans to third-party investors and entered into IRLCs with potential borrowers to fund specific mortgage loans that were sold into the secondary market. The forward contracts were entered into in order to economically hedge the effect of changes in interest rates resulting from the Company’s commitment to fund the loans.

The Company had various interest rate swap agreements designated and qualifying as accounting hedges during the reported periods. Designating an interest rate swap as an accounting hedge allows the Company to recognize gains and losses in the condensed consolidated statements of income within the same period that the hedged item affects earnings. The Company includes the gain or loss on the hedged items in the same line item as the offsetting loss or gain on the related interest rate swaps. For derivative instruments that are designated and qualify as cash flow hedges, any gains or losses related to changes in fair value are recorded in accumulated other comprehensive loss, net of tax. The fair value of interest rate swaps with a positive fair value are reported in accrued income and other assets in the condensed consolidated balance sheets, while interest rate swaps with a negative fair value are reported in accrued expenses and other liabilities in the condensed consolidated balance sheets.

The Company offers interest rate swaps to certain loan customers to allow them to hedge the risk of rising interest rates on their variable rate loans. The Company originates a variable rate loan and enters into a variable-to-fixed interest rate contract with the customer. The Company also enters into an offsetting interest rate swap with a correspondent bank. These back-to-back swap agreements are intended to offset each other and allow the Company to originate a variable rate loan, while providing a contract for fixed interest payments for the customer. The net cash flow for the Company is equal to the interest income received from a variable rate loan originated with the customer. The fair value of these derivatives is based on a discounted cash flow approach. The fair value assets and liabilities of centrally cleared interest rate swaps are net of variation margin settled-to-market.

The IRLCs and forward contracts are not designated as accounting hedges and are recorded at fair value with changes in fair value reflected in noninterest income on the condensed consolidated statements of income. The fair value of derivative instruments with a positive fair value are reported in accrued income and other assets in the condensed consolidated balance sheets, while derivative instruments with a negative fair value are reported in accrued expenses and other liabilities in the condensed consolidated balance sheets.

The following table presents amounts that were recorded on the condensed consolidated balance sheets related to cumulative basis adjustments for interest rate swap derivatives designated as fair value accounting hedges as of June 30, 2024 and December 31, 2023.

(in thousands)Carrying amount of the hedged assetCumulative amount of fair value hedging adjustment included in the carrying amount of the hedged assets
Line item in the condensed consolidated balance sheets in which the hedged item is includedJune 30, 2024December 31, 2023June 30, 2024December 31, 2023
Securities available-for-sale 1$68,064$69,504$(549)$(1,143)

1 These amounts include the amortized cost basis of closed portfolios used to designate hedging relationships in which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. The designated hedged items were $50.0 million at both June 30, 2024 and December 31, 2023.

The following tables present a summary of interest rate swap derivatives designated as fair value accounting hedges of fixed-rate receivables used in the Company’s asset/liability management activities at June 30, 2024 and December 31, 2023, identified by the underlying interest rate-sensitive instruments.

(dollars in thousands)June 30, 2024 · Notional Value · Weighted- Average Remaining Maturity (years) · Weighted-Average Ratio
Instruments Associated With · Fair Value · Receive · Pay
Securities available-for-sale$50,0000.3$5563-month SOFR2.33%
Total swap portfolio at June 30, 2024$50,0000.3$5563-month SOFR2.33%
(dollars in thousands)December 31, 2023 · Notional Value · Weighted- Average Remaining Maturity (years) · Weighted-Average Ratio
Instruments Associated With · Fair Value · Receive · Pay
Securities available-for-sale$50,0000.8$1,1533-month SOFR2.33%
Total swap portfolio at December 31, 2023$50,0000.8$1,1533-month SOFR2.33%

In March 2021, the Company terminated the last layer of interest rate swaps associated with available-for-sale agency mortgage-backed securities - residential, which resulted in swap termination payments to counterparties totaling $1.9 million. The corresponding fair value hedging adjustment was allocated pro-rata to the underlying hedged securities and is being amortized over the remaining lives of the designated securities. The Company had amortization expense totaling less than $0.1 million for both the three and six months ended June 30, 2024 and 2023, which was recognized as a reduction to interest income on securities.

In June 2020, the Company terminated all fair value hedging relationships associated with loans, which resulted in swap termination payments to counterparties totaling $46.1 million. The corresponding loan fair value hedging adjustment as of the date of termination is being amortized over the remaining lives of the designated loans, which have a weighted average term to maturity of 10.0 years as of June 30, 2024. The Company had amortization expense totaling $1.2 million and $2.2 million for the three and six months ended June 30, 2024, respectively, and $1.0 million and $2.0 million for the three and six months ended June 30 2023, respectively, related to these previously terminated fair value hedges was recognized as a reduction to interest income on loans.

The following tables present a summary of interest rate swap derivatives designated as cash flow accounting hedges of variable-rate liabilities used in the Company’s asset/liability management activities at June 30, 2024 and December 31, 2023.

(dollars in thousands)June 30, 2024 · Notional Value · Weighted- Average Remaining Maturity (years) · Weighted-Average Ratio
Cash Flow Hedges · Fair Value · Receive · Pay
Interest rate swaps$110,0002.6$4,6233-month SOFR2.88%
Interest rate swaps20,0000.03Fed Funds Effective2.78%
(dollars in thousands)December 31, 2023 · Notional Value · Weighted- Average Remaining Maturity (years) · Weighted-Average Ratio
Cash Flow Hedges · Fair Value · Receive · Pay
Interest rate swaps$110,0003.1$3,5963-month SOFR2.88%
Interest rate swaps40,0000.4390Fed Funds Effective2.78%

These derivative financial instruments were entered into for the purpose of managing the interest rate risk of certain assets and liabilities. The Company received $5.5 million and $5.2 million of cash collateral from counterparties as security for their obligations related to these swap transactions at June 30, 2024 and December 31, 2023. The Company had no pledged cash collateral as of June 30, 2024 and December 31, 2023 to counterparties on interest rate swap agreements as security for its obligations related to these agreements. Collateral posted and received is dependent on the market valuation of the underlying hedges.

The following table presents the notional amount and fair value of interest rate swaps utilized by the Company at June 30, 2024 and December 31, 2023.

June 30, 2024December 31, 2023
(in thousands)NotionalAmountFairValueNotionalAmountFairValue
Asset Derivatives
Derivatives designated as hedging instruments
Interest rate swaps associated with securities available-for-sale$50,000$556$50,000$1,153
Interest rate swaps associated with liabilities130,0004,626150,0003,986
Derivatives not designated as hedging instruments
Back-to-back swaps12,325121,778677
Total contracts$192,325$5,194$201,778$5,816
Liability Derivatives
Derivatives not designated as hedging instruments
Back-to-back swaps$12,325$(12)$1,778$(677)
Total contracts$12,325$(12)$1,778$(677)

The fair value of interest rate swaps was estimated using a discounted cash flow method that incorporates current market interest rates as of the balance sheet date.

Back-to-back swaps consist of two interest-rate swaps (a customer swap and an offsetting counterparty swap). As a result of this offsetting relationship, no net gains or losses are recognized in income.

The following table presents the effects of the Company’s cash flow hedge relationships on the condensed consolidated statements of comprehensive income during the three and six months ended June 30, 2024 and 2023.

Amount of (Loss) Gain Recognized in Other Comprehensive Income in The Three Months EndedAmount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) in The Six Months Ended
(in thousands)June 30, 2024June 30, 2023June 30, 2024June 30, 2023
Interest rate swap agreements$(262)$2,094$640$(76)

The following table summarizes the periodic changes in the fair value of derivatives not designated as hedging instruments on the condensed consolidated statements of income for the three and six months ended June 30, 2024 and 2023.

Amount of Gain / (Loss) Recognized in the Three Months EndedAmount of Gain / (Loss) Recognized in the Six Months Ended
(in thousands)June 30, 2024June 30, 2023June 30, 2024June 30, 2023
Liability Derivatives
Derivatives not designated as hedging instruments
IRLCs$—$—$—$(133)
Forward contracts———(119)

The following table presents the effects of the Company’s interest rate swap agreements on the condensed consolidated statements of operations during the three and six months ended June 30, 2024 and 2023.

(in thousands)Line item in the condensed consolidated statements of operationsThree Months EndedSix Months Ended
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
Interest income
Securities - non-taxable$415$354$829$648
Total interest income415354829648
Interest expense
Deposits(169)(539)(424)(957)
Other borrowed funds(760)(595)(1,522)(1,117)
Total interest expense(929)(1,134)(1,946)(2,074)
Net interest income$1,344$1,488$2,775$2,722

Note 14: Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss, included in shareholders' equity, for the six months ended June 30, 2024 and 2023, respectively, are presented in the table below.

(in thousands)Unrealized Losses On Debt SecuritiesUnrealized Losses On Debt Securities Transferred From Available-For-Sale To Held-To-MaturityCash Flow HedgesTotal
Balance, January 1, 2024$(30,174)$(2,939)$3,738$(29,375)
Other comprehensive (loss) income before reclassifications from accumulated other comprehensive loss before tax(2,625)—640(1,985)
Reclassifications from accumulated other comprehensive loss to earnings before tax—422—422
Other comprehensive (loss) gain before tax(2,625)422640(1,563)
Income tax (benefit) provision(601)103147(351)
Other comprehensive (loss) gain - net of tax(2,024)319493(1,212)
Balance, June 30, 2024$(32,198)$(2,620)$4,231$(30,587)
Balance, January 1, 2023$(35,831)$(3,519)$5,714$(33,636)
Other comprehensive income (loss) before reclassifications from accumulated other comprehensive loss before tax302—(76)226
Reclassifications from accumulated other comprehensive loss to earnings before tax—364—364
Other comprehensive gain (loss) before tax302364(76)590
Income tax provision (benefit)6395(18)140
Other comprehensive income (loss) - net of tax239269(58)450
Balance, June 30, 2023$(35,592)$(3,250)$5,656$(33,186)

The components of accumulated other comprehensive loss, included in stockholders' equity, for the three months ended June 30, 2024 and 2023, respectively, are presented in the table below.

(in thousands) · Unrealized Losses On Debt Securities · Unrealized Losses On Debt Securities Transferred From Available-For-Sale To Held-To-Maturity · Cash Flow Hedges · Total
Balance, April 1, 2024$(31,773)$(2,762)$4,433$(30,102)
Other comprehensive loss before reclassifications from accumulated other comprehensive loss before tax(551)—(262)(813)
Reclassifications from accumulated other comprehensive loss to earnings before tax—188188
Other comprehensive (loss) gain before tax(551)188(262)(625)
Income tax (benefit) provision(126)46(60)(140)
Other comprehensive (loss) income - net of tax(425)142(202)(485)
Balance, June 30, 2024$(32,198)$(2,620)$4,231$(30,587)
Balance, April 1, 2023$(31,889)$(3,407)$4,043$(31,253)
Other comprehensive (loss) income before reclassifications from accumulated other comprehensive loss before tax(4,810)—2,094(2,716)
Reclassifications from accumulated other comprehensive loss to earnings before tax—206—206
Other comprehensive (loss) gain before tax(4,810)2062,094(2,510)
Income tax (benefit) provision(1,107)49481(577)
Other comprehensive (loss) income - net of tax(3,703)1571,613(1,933)
Balance, June 30, 2023$(35,592)$(3,250)$5,656$(33,186)
Details About Accumulated Other Comprehensive Loss Components · Amounts Reclassified fromAccumulated Other Comprehensive Loss for the · Amounts Reclassified fromAccumulated Other Comprehensive Loss for the · Affected Line Item in theStatements of Operations
Three Months Ended June 30, 2024 · Three Months Ended June 30, 2023 · Six Months Ended June 30, 2024 · Six Months Ended June 30, 2023
Reclassifications from accumulated other comprehensive loss to earnings before tax$(188)(206)$(422)$(364)Interest income (loss)
Total amount reclassified before tax(188)(206)(422)(364)Income (loss) before income taxes
Tax benefit(46)(49)(103)(95)Income tax provision (benefit)
Total reclassifications from accumulated other comprehensive loss$(142)$(157)$(319)$(269)Net income

Note 15: Recent Accounting Pronouncements

ASU 2023-02 -Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (March 2023)

In March 2023, the FASB issued ASU No. 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. This ASU permits companies to account for tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. The Company adopted this guidance on January 1, 2024 and it did not have a material impact on its consolidated financial statements.

ASU 2023-07 -Segment Reporting (Topic 280): Improvements to Reportable Segments (November 2023)

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segments. This ASU enhances financial reporting by requiring disclosure of incremental segment information on an annual and interim basis. The guidance is effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently evaluating the impact of this ASU on its condensed consolidated financial statements.

ASU 2023-09 -Income Taxes (Topic 740): Improvements to Income Tax Disclosures (December 2023)

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. This ASU enhances the transparency and usefulness of income tax disclosures, which addresses investor requests for more transparency about income tax disclosures related primarily to the rate reconciliation and income taxes paid information. The guidance is effective for annual periods beginning after December 15, 2024 with early adoption permitted. The Company is currently evaluating the impact of this ASU on its condensed consolidated financial statements.

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