First Internet Bancorp - Quarter Report: 2013 June (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period June 30, 2013

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

For the Transition Period From ________ to ________.

Commission File Number 001-35750

First Internet Bancorp

(Exact Name of Registrant as Specified in Its Charter)

Indiana		20-3489991
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

8888 Keystone Crossing, Suite 1700 Indianapolis, Indiana		46240
(Address of Principal Executive Offices)		(Zip Code)

(317) 532-7900

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large Accelerated Filer ¨	Accelerated Filer ¨
Non-accelerated Filer ¨ (Do not check if a smaller reporting company)	Smaller Reporting Company þ

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

As of August 12, 2013, the registrant had 2,861,326 shares of common stock issued and outstanding.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of the federal securities laws. These statements are not historical facts, rather statements based on First Internet Bancorp’s (“we,” “our,” “us” or the “Company”) current expectations regarding its business strategies, intended results and future performance. Forward-looking statements are generally preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions. Such statements are subject to certain risks and uncertainties including changes in economic conditions in our market area, changes in policies by regulatory agencies, the outcome of litigation, fluctuations in interest rates and real estate property values in our market area, demand for loans and deposits in the Company’s market area, changes in the quality or composition of our loan portfolio, changes in accounting principles, laws and regulations, and competition that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Additional factors that may affect our results include those discussed in our most recent Annual Report on Form 10-K under the heading “Risk Factors” and in other reports filed with the Securities and Exchange Commission. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

Except as required by law, the Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

(i)

PART I

ITEM 1.

FINANCIAL STATEMENTS

First Internet Bancorp

Condensed Consolidated Balance Sheets
(Dollar Amounts in Thousands except shares)

	June 30, 2013			December 31, 2012
	(Unaudited)
Assets
Cash and due from banks	$	1,355		$	2,881
Interest-bearing demand deposits		14,093			29,632
Total cash and cash equivalents		15,448			32,513
Interest-bearing time deposits		2,500			—
Securities available for sale - at fair value (amortized cost of $196,375 and $153,896)		193,934			156,693
Loans held for sale (includes $27,586 and $0 at fair value, respectively)		42,271			63,234
Loans receivable - net of allowance for loan losses of $5,527 and $5,833		360,800			352,328
Accrued interest receivable		2,271			2,196
Federal Home Loan Bank of Indianapolis stock		2,943			2,943
Cash surrender value of life insurance		11,735			11,539
Premises and equipment, net		6,740			793
Goodwill		4,687			4,687
Other real estate owned		5,156			3,666
Other assets		8,280			5,775
Total assets	$	656,765		$	636,367
Liabilities and Shareholders’ Equity
Liabilities
Non-interest bearing deposits	$	16,915		$	13,187
Interest-bearing deposits		544,247			517,504
Total deposits		561,162			530,691
Advances from Federal Home Loan Bank		23,740			40,686
Subordinated debt		2,745			—
Accrued interest payable		100			120
Accrued expenses and other liabilities		7,840			3,520
Total liabilities		595,587			575,017
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; 2,815,094 shares issued and outstanding		41,826			41,508
Nonvoting common stock, no par value; 86,221 shares authorized; issued and outstanding - none		—			—
Retained earnings		20,938			18,024
Accumulated other comprehensive income / (loss)		(1,586	)		1,818
Total shareholders’ equity		61,178			61,350
Total liabilities and shareholders’ equity	$	656,765		$	636,367

See Notes to Condensed Consolidated Financial Statements

First Internet Bancorp

Condensed Consolidated Statements of Income – Unaudited
(Dollar Amounts in Thousands except shares and per share data)

	Three Months Ended June 30,
	2013			2012
Interest Income
Loans	$	4,861		$	4,715
Securities – taxable		902			916
Securities – non-taxable		396			424
Total interest income		6,159			6,055
Interest Expense
Deposits		1,656			1,826
Other borrowed funds		267			339
Total interest expense		1,923			2,165
Net Interest Income		4,236			3,890
Provision for Loan Losses		24			564
Net Interest Income After Provision for Loan Losses		4,212			3,326
Noninterest Income
Service charges and fees		179			166
Gain on loans sold		2,249			2,035
Gain on secondary marketing hedge		1,208			—
Other-than-temporary impairment
Total loss related to other-than-temporarily impaired securities		(15	)		(1,429	)
Portion of loss recognized in other comprehensive income (loss)		—			1,337
Other-than-temporary impairment loss recognized in net income		(15	)		(92	)
Gain on sale of securities		19			9
Loss on asset disposals		(8	)		(40	)
Other		87			97
Total noninterest income		3,719			2,175
Noninterest Expense
Salaries and employee benefits		2,846			1,914
Marketing, advertising and promotion		455			341
Professional services		561			271
Data processing		232			238
Loan expenses		285			303
Net occupancy expenses		616			365
Deposit insurance premium		115			121
Other		415			240
Total noninterest expense		5,525			3,793
Income Before Income Taxes		2,406			1,708
Income Tax Provision		694			428
Net Income	$	1,712		$	1,280
Income Per Share of Common Stock
Basic	$	0.59		$	0.45
Diluted		0.59			0.45
Weighted-Average Number of Common Shares Outstanding
Basic		2,888,260			2,867,763
Diluted		2,888,260			2,867,763
Dividends Declared Per Share	$	0.06		$	—

See Notes to Condensed Consolidated Financial Statements

First Internet Bancorp

Condensed Consolidated Statements of Income – Unaudited
(Dollar Amounts in Thousands except shares and per share data)

	Six Months Ended June 30,
	2013			2012
Interest Income
Loans	$	9,903		$	9,513
Securities – taxable		1,386			1,858
Securities – non-taxable		699			845
Total interest income		11,988			12,216
Interest Expense
Deposits		3,284			3,647
Other borrowed funds		575			677
Total interest expense		3,859			4,324
Net Interest Income		8,129			7,892
Provision for Loan Losses		158			1,134
Net Interest Income After Provision for Loan Losses		7,971			6,758
Noninterest Income
Service charges and fees		338			361
Gain on loans sold		5,260			3,785
Gain on secondary market hedge		1,208			—
Other-than-temporary impairment
Total loss related to other-than-temporarily impaired securities		(994	)		(1,429	)
Portion of loss recognized in other comprehensive income (loss)		945			1,337
Other-than-temporary impairment loss recognized in net income		(49	)		(92	)
Gain (loss) on sale of securities		(166	)		49
Loss on asset disposals		(87	)		(150	)
Other		202			190
Total noninterest income		6,706			4,143
Noninterest Expense
Salaries and employee benefits		5,225			3,905
Marketing, advertising and promotion		827			732
Professional services		1,214			599
Data processing		446			468
Loan expenses		365			488
Net occupancy expenses		934			777
Deposit insurance premium		227			219
Other		850			487
Total noninterest expense		10,088			7,675
Income Before Income Taxes		4,589			3,226
Income Tax Provision		1,389			800
Net Income	$	3,200		$	2,426
Income Per Share of Common Stock
Basic	$	1.11		$	0.85
Diluted	$	1.11		$	0.85
Weighted-Average Number of Common Shares Outstanding
Basic		2,887,207			2,866,174
Diluted		2,887,207			2,866,174
Dividends Declared Per Share	$	0.12		$	—

See Notes to Condensed Consolidated Financial Statements

First Internet Bancorp

Condensed Consolidated Statements of Comprehensive Income – Unaudited
(Dollar Amounts in Thousands)

	Three Months Ended June 30,
	2013			2012
Net income	$	1,712		$	1,280
Other comprehensive income (loss)
Net unrealized holding gains (losses) on securities available for sale		(5,048	)		1,486
Reclassification adjustment for (gains) realized		(19	)		(9	)
Net unrealized holding losses on securities available for sale for which an other-than-temporary impairment has been recognized in income		(15	)		(1,429	)
Reclassification adjustment for other-than-temporary impairment loss recognized in income		15			92
Other comprehensive income (loss) before tax		(5,067	)		140
Income tax (provision) benefit		1,774			(42	)
Other comprehensive income (loss) - net of tax		(3,293	)		98
Comprehensive income (loss)	$	(1,581	)	$	1,378

First Internet Bancorp

Condensed Consolidated Statements of Comprehensive Income – Unaudited
(Dollar Amounts in Thousands)

	Six Months Ended June 30,
	2013			2012
Net income	$	3,200		$	2,426
Other comprehensive income (loss)
Net unrealized holding gains (losses) on securities available for sale		(4,459	)		1,935
Reclassification adjustment for (gains) losses realized		166			(49	)
Net unrealized holding losses on securities available for sale for which an other-than-temporary impairment has been recognized in income		(994	)		(1,429	)
Reclassification adjustment for other-than-temporary impairment loss recognized in income		49			92
Other comprehensive income (loss) before tax		(5,238	)		549
Income tax (provision) benefit		1,834			(187	)
Other comprehensive income (loss) - net of tax		(3,404	)		362
Comprehensive income (loss)	$	(204	)	$	2,788

See Notes to Condensed Consolidated Financial Statements

First Internet Bancorp

Consolidated Statements of Shareholders’ Equity - Unaudited
Six Months Ended June 30, 2013
(Dollar Amounts in Thousands except per share data)

	Voting and		Accumulated
	Nonvoting		Other						Total
	Common		Comprehensive			Retained			Shareholders’
	Stock		Income			Earnings			Equity
Balance, January 1, 2013	$	41,508	$	1,818		$	18,024		$	61,350
Net income		—		—			3,200			3,200
Other comprehensive loss		—		(3,404	)		—			(3,404	)
Cash dividends declared ($0.12 per share)		—		—			(286	)		(286	)
Issuance of common stock warrants		255		—			—			255
Issuance of directors deferred stock rights		63		—			—			63
Balance, June 30, 2013	$	41,826	$	(1,586	)	$	20,938		$	61,178

First Internet Bancorp

Condensed Consolidated Statements of Cash Flows – Unaudited
(Dollar Amounts in Thousands)

	Six Months Ended June 30,
	2013			2012
Operating Activities
Net income	$	3,200		$	2,426
Adjustments to reconcile net income to net cash from operating activities
Depreciation		268			149
Amortization		997			1,001
Loss from real estate owned		—			67
Increase in cash surrender value of life insurance		(196	)		(185	)
Provision for loan losses		158			1,134
Deferred income taxes		666			94
Stock compensation expense		60			40
Loss on other-than-temporary impairment of security		49			92
Loss (Gain) from sale of available-for-sale securities		166			(49	)
Loans originated for sale		(512,531	)		(329,254	)
Proceeds from sale of loans		537,627			343,170
Gain on loans sold		(5,260	)		(3,785	)
Fair value adjustment on loans held-for-sale		1,127			—
Changes in assets and liabilities
Accrued interest receivable		(75	)		(135	)
Other assets		(1,321	)		358
Accrued expenses and other liabilities		1,028			262
Net cash used in operating activities		25,963			15,385
Investing Activities
Net change in loans		(9,137	)		(13,131	)
Net change in interest bearing deposits		(2,500	)		—
Loans purchased		—			—
Life insurance purchased		—			(3,000	)
Proceeds from liquidation of real estate owned		—			694
Maturities of securities available for sale		22,064			21,690
Proceeds from sale of securities available for sale		41,040			3,477
Purchase of securities available for sale		(103,526	)		(59,000	)
Purchase of premises and equipment		(7,326	)		(251	)
Net cash used in investing activities		(59,385	)		(49,521	)
Financing Activities
Net increase in deposits		30,471			35,360
Cash dividends		(114	)		—
Proceeds from issuance of subordinated debt and related warrants		3,000			—
Repayment of FHLB advances		(17,000	)		—
Net cash provided by financing activities		16,357			35,360
Net Increase in Cash and Cash Equivalents		(17,065	)		1,224
Cash and Cash Equivalents, Beginning of Period		32,513			34,778
Cash and Cash Equivalents, End of Period	$	15,448		$	36,002
Supplemental Disclosures of Cash Flows Information
Cash paid during the period for interest	$	3,879		$	4,329
Cash paid during the period for taxes		723			698
Loans transferred to real estate owned		507			—
Dividends declared, not paid		169			—

See Notes to Condensed Consolidated Financial Statements

First Internet Bancorp

Notes to Condensed Consolidated Financial Statements – Unaudited
(Dollar Amounts in Thousands except shares 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 for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information or footnotes necessary for a complete presentation of financial condition, results of operations, or cash flows in accordance with U.S. generally accepted accounting principles (“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, 2013 are not necessarily indicative of the results expected for the year ending December 31, 2013 or any other period. The June 30, 2013 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, 2012.

The preparation of the condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles 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 loan losses, valuations and impairments of investment securities, and the accounting for income tax expense are highly dependent on management’s estimates, judgments, and assumptions where changes in any of these could have a significant impact on the financial statements.

The condensed consolidated financial statements include the accounts of First Internet Bancorp (“Company”), its wholly-owned subsidiary, First Internet Bank of Indiana (“Bank”), and the Bank’s wholly-owned subsidiary, JKH Realty Services, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. Share amounts presented have been restated to reflect the three-for-two stock split that occured on June 21, 2013.

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.

Certain reclassifications have been made to the 2012 financial statements to conform to the 2013 financial statement presentation. These reclassifications had no effect on net income.

On June 21, 2013, the Company completed a three-for-two (3:2) split of its common stock by the payment of a stock dividend of one-half of one share on each outstanding share of common stock. Except as otherwise indicated, all of the share and per-share information referenced throughout this report has been adjusted to reflect this stock split.

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, 2013 and 2012:

	Three Months Ended June 30,
	2013		2012
Basic earnings per share
Net income available to common shareholders	$	1,712	$	1,280
Weighted-average common shares		2,888,260		2,867,763
Basic earnings per common share	$	0.59	$	0.45
Diluted earnings per share
Net income applicable to diluted earnings per share	$	1,712	$	1,280
Weighted-average common shares		2,888,260		2,867,763
Dilutive effect of warrants		—		—
Dilutive effect of equity compensation		—		—
Weighted-average common and incremental shares		2,888,260		2,867,763
Diluted earnings per common share	$	0.59	$	0.45
Number of shares and warrants excluded from the calculation of diluted earnings per share as the exercise prices were greater than the average market price of the Company’s common stock during the period		48,750		90,000

	Six Months Ended June 30,
	2013		2012
Basic earnings per share
Net income available to common shareholders	$	3,200	$	2,426
Weighted-average common shares		2,887,207		2,866,174
Basic earnings per common share	$	1.11	$	0.85
Diluted earnings per share
Net income applicable to diluted earnings per share	$	3,200	$	2,426
Weighted-average common shares		2,887,207		2,866,174
Dilutive effect of warrants		—		—
Dilutive effect of equity compensation		—		—
Weighted-average common and incremental shares		2,887,207		2,866,174
Diluted earnings per common share	$	1.11	$	0.85
Number of shares and warrants excluded from the calculation of diluted earnings per share as the exercise prices were greater than the average market price of the Company’s common stock during the period		48,750		90,000

Note 3:

Securities

Securities at June 30, 2013 and December 31, 2012 are as follows:

	June 30, 2013
	Amortized		Gross Unrealized					Fair
	Cost		Gains		Losses			Value
Securities available for sale
U.S. government-sponsored enterprises	$	58,836	$	693	$	(1,191	)	$	58,338
Municipals		45,926		1,299		(762	)		46,463
Mortgage-backed and asset-backed securities – government-sponsored enterprises		55,433		921		(1,294	)		55,060
Mortgage-backed and asset-backed securities – private labeled		1,595		12		(85	)		1,522
Other securities		34,585		76		(2,110	)		32,551
Total available for sale	$	196,375	$	3,001	$	(5,442	)	$	193,934

	December 31, 2012
	Amortized		Gross Unrealized					Fair
	Cost		Gains		Losses			Value
Securities available for sale
U.S. government-sponsored enterprises	$	18,666	$	953	$	(1	)	$	19,618
Municipals		39,999		2,685		(144	)		42,540
Mortgage-backed and asset-backed securities – government-sponsored enterprises		75,782		1,884		(177	)		77,489
Mortgage-backed and asset-backed securities – private labeled		2,696		17		(260	)		2,453
Other securities		16,753		105		(2,265	)		14,593
Total available for sale	$	153,896	$	5,644	$	(2,847	)	$	156,693

The carrying value of securities at June 30, 2013 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
	Amortized Cost		Fair Value
Within one year	$	1,500	$	1,491
One to five years		36,091		35,728
Five to ten years		36,513		36,158
After ten years		65,243		63,975
		139,347		137,352
Mortgage-backed and asset-backed securities – government-sponsored enterprises		55,433		55,060
Mortgage-backed and asset-backed securities – private labeled		1,595		1,522
Totals	$	196,375	$	193,934

Gross gains of $24 and $9, and gross losses of $5 and zero resulting from sales of available-for-sale securities were realized for three month period ended June 30, 2013 and 2012, respectively. In the six month period ended June 30, 2013 and 2012, gross gains of $126 and $49 and gross losses of $292 and zero were recognized, respectively.

Certain investments in debt securities are reported in the condensed consolidated financial statements at an amount less than their historical cost. Total fair value of these investments at June 30, 2013 and December 31, 2012 was $112,988 and $41,986, which is approximately 58% and 27%, respectively, of the Company’s available-for-sale investment portfolio. These declines primarily resulted from increases in market interest rates after purchase.

Except as discussed below, management believes the declines in fair value for these securities are temporary.

Should the impairment of any of these securities become other-than-temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period in which the other-than-temporary impairment (“OTTI”) is identified.

The following tables show the Company’s investments’ 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, 2013 and December 31, 2012:

	June 30, 2013
	Less Than 12 Months					12 Months or Longer					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Securities available for sale:
U.S.government-sponsored enterprises	$	41,911	$	(1,191	)	$	—	$	—		$	41,911	$	(1,191	)
Municipals		9,622		(620	)		980		(142	)		10,602		(762	)
Mortgage-backed and asset-backed securities - government-sponsored enterprises		35,179		(1,294	)		—		—			35,179		(1,294	)
Mortgage-backed and asset-backed securities – private labeled		—		—			1,006		(85	)		1,006		(85	)
Other securities		20,782		(582	)		3,508		(1,528	)		24,290		(2,110	)
	$	107,494	$	(3,687	)	$	5,494	$	(1,755	)	$	112,988	$	(5,442	)

	December 31, 2012
	Less Than 12 Months					12 Months or Longer					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Securities available for sale:
U.S. government-sponsored enterprises	$	—	$	—		$	119	$	(1	)	$	119	$	(1	)
Municipals		470		(4	)		2,618		(140	)		3,088		(144	)
Mortgage-backed and asset-backed securities - government-sponsored enterprises		28,505		(177	)		—		—			28,505		(177	)
Mortgage-backed and asset-backed securities – private labeled		—		—			1,504		(260	)		1,504		(260	)
Other securities		5,947		(53	)		2,823		(2,212	)		8,770		(2,265	)
	$	34,922	$	(234	)	$	7,064	$	(2,613	)	$	41,986	$	(2,847	)

U.S. Government Sponsored Enterprise and Municipal Securities

The unrealized losses on the Company’s investments in securities issued by U.S. Government sponsored enterprises and municipal securities were caused 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. Because the Company does not intend to sell the investments and it is unlikely the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at June 30, 2013.

Mortgage-Backed Securities

The unrealized losses on the Company’s investment in mortgage-backed securities were caused by interest rate changes. The Company expects to recover the amortized cost basis over the term of the securities. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the investments, and it is unlikely the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at June 30, 2013.

Other Securities

The Company’s unrealized loss on investments in other securities is primarily made up of two investments. The first investment is a $2,000 par investment in I-PreTSL I B-2 pooled trust security. The unrealized loss was primarily caused by a sector downgrade by several industry analysts. The Company currently expects to recover the entire amortized cost basis of the investment. The determination of no credit loss was calculated by comparing expected discounted cash flows based on performance indicators of the underlying assets in the security to the carrying value of the investment. Because the Company does not intend to sell the investment and it is unlikely the Company will be required to sell the investment before recovery of its amortized cost basis, which may be maturity, it does not consider the remainder of the investment to be other-than-temporarily impaired at June 30, 2013. The second investment is discussed in the next section.

Other-Than-Temporary Impairment

The Company routinely conducts periodic reviews to identify and evaluate investment securities to determine whether an OTTI has occurred. For certain investments, economic models are used to determine whether an OTTI has occurred on these securities.

An OTTI has been recognized on a $2,000 par investment in ALESCO IV Series B2 pooled trust security. The unrealized loss was primarily caused by (a) a decrease in performance and (b) a sector downgrade by several industry analysts. The Company currently expects ALESCO IV to settle the security at a price less than the contractual amount of the investment (that is, the Company expects to recover less than the entire amortized cost basis of the security). The Company has recognized a loss equal to the credit loss, establishing a new, lower amortized cost basis. The credit loss was calculated by comparing expected discounted cash flows based on performance indicators of the underlying assets in the security to the carrying value of the investment. Because the Company does not intend to sell the investment and it is unlikely the Company will be required to sell the investment before recovery of its new, lower amortized cost basis, which may be maturity, it does not consider the remainder of the investment in ALESCO IV to be other-than-temporarily impaired at June 30, 2013.

For identified mortgage-backed securities in the investment portfolio, an extensive, quarterly review is conducted to determine if an OTTI has occurred. Various inputs to the economic models are used to determine if an unrealized loss is other-than-temporary. The most significant inputs are voluntary prepay rates, default rates, liquidation rates and loss severity.

To determine if the unrealized loss for mortgage-backed securities is other-than-temporary, the Company projects total estimated defaults of the underlying assets (mortgages) and multiplies that calculated amount by an estimate of realizable value upon sale in the marketplace (severity) in order to determine the projected collateral loss. The Company also evaluates the current credit enhancement underlying the bond to determine the impact on cash flows. If the Company determines that a given mortgage-backed security position will be subject to a write-down or loss, the Company records the expected credit loss as a charge to earnings.

The credit losses recognized in earnings during the three and six months ended June 30, 2013 and 2012 were as follows:

	Three Months Ended June 30,
	2013		2012
ALESCO IV Series B2	$	—	$	—
I-PreTSL I B-2		—		—
Mortgage-backed and asset-backed securities – private labeled		15		92
	$	15	$	92

	Six Months Ended June 30,
	2013		2012
ALESCO IV Series B2	$	—	$	—
I-PreTSL I B-2		—		—
Mortgage-backed and asset-backed securities – private labeled		49		92
	$	49	$	92

Credit Losses Recognized on Investments

Certain debt securities have experienced fair value deterioration due to credit losses, as well as due to other market factors, but are not otherwise other-than-temporarily impaired.

The following tables provide information about debt securities for which only a credit loss was recognized in income and other losses are recorded in other comprehensive loss.

	Accumulated Credit Losses
Credit losses on debt securities held
April 1, 2013	$	1,505
Realized losses related to other-than-temporary impairments		(178	)
Additions related to other-than-temporary losses not previously recognized		—
Additions related to increases in previously recognized other-than-temporary losses		15
June 30, 2013	$	1,342

	Accumulated Credit Losses
Credit losses on debt securities held
April 1, 2012	$	1,835
Realized losses related to other-than-temporary impairments		(7	)
Additions related to other-than-temporary losses not previously recognized		—
Additions related to increases in previously recognized other-than-temporary losses		92
June 30, 2012	$	1,920

	Accumulated Credit Losses
Credit losses on debt securities held
January 1, 2013	$	1,737
Realized losses related to other-than-temporary impairments		(444	)
Additions related to other-than-temporary losses not previously recognized		31
Additions related to increases in previously recognized other-than-temporary losses		18
June 30, 2013	$	1,342

	Accumulated Credit Losses
Credit losses on debt securities held
January 1, 2012	$	1,835
Realized losses related to other-than-temporary impairments		(7	)
Additions related to other-than-temporary losses not previously recognized		—
Additions related to increases in previously recognized other-than-temporary losses		92
June 30, 2012	$	1,920

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the three and six months ended June 30, 2013 and 2012, were as follows:

	Amounts Reclassified from Accumulated Other Comprehensive Income for the Three Months Ended June 30,						Affected Line Item in the Statements
	2013			2012			of Income

Securities available for sale
Gain (loss) realized in earnings	$	19		$	9		Gain (loss) on sale of securities
OTTI losses recognized in earnings		(15	)		(92	)	Other-than-temporary impairment loss recognized in Net Income
Total reclassified amount before tax		4			(83	)	Income Before Income Taxes
Tax (expense) benefit		(1	)		29		Income Tax Provision
Total reclassifications out of Accumulated Other Comprehensive Income	$	3		$	(54	)	Net Income

	Amounts Reclassified from Accumulated Other Comprehensive Income for the Six Months Ended June 30,						Affected Line Item in the Statements
	2013			2012			of Income

Securities available for sale
Gain (loss) realized in earnings	$	(166	)	$	49		Gain (loss) on sale of securities
OTTI losses recognized in earnings		(49	)		(92	)	Other-than-temporary impairment loss recognized in Net Income
Total reclassified amount before tax		(215	)		(43	)	Income Before Income Taxes
Tax (expense) benefit		75			15		Income Tax Provision
Total reclassifications out of Accumulated Other Comprehensive Income	$	(140	)	$	(28	)	Net Income

Note 4:

Loans Receivable

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding principal balance adjusted for unearned income, charge-offs, the allowance for loan losses, any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans.

For loans recorded at cost, interest income is accrued based on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, as well as premiums and discounts, are deferred and amortized as a level yield adjustment over the respective term of the loan.

Categories of loans include:

	June 30, 2013			December 31, 2012
Real estate loans
Residential	$	118,770		$	128,815
Commercial		108,680			84,918
Total real estate loans		227,450			213,733
Commercial loans		19,128			14,271
Consumer loans		116,405			126,486
Total loans		362,983			354,490
Deferred loan origination costs and premiums and discounts on purchased loans		3,344			3,671
Allowance for loan losses		(5,527	)		(5,833	)
Total net loans	$	360,800		$	352,328

The risk characteristics of each loan portfolio segment are as follows:

Commercial Real Estate: These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts, and the repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Company’s commercial real estate portfolio are diverse in terms of property type and geographic location. Management monitors and evaluates commercial real estate loans based on property financial performance, collateral value and other risk grade criteria. As a general rule, the Company avoids financing special use projects or properties outside of its designated market areas unless other underwriting factors are present to help mitigate risk. In addition, management tracks the level of owner-occupied commercial real estate loans versus nonowner-occupied loans.

Commercial: Commercial loans 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 loans are secured by the assets being financed and may incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis.

Residential Real Estate and Consumer: With respect to residential loans that are secured by 1-4 family residences and are generally owner occupied, the Company generally establishes a maximum loan-to-value ratio and requires private mortgage insurance if that ratio is exceeded. Home equity loans are typically secured by a subordinate interest in 1-4 family residences, and consumer loans are secured by consumer assets such as automobiles or recreational vehicles. Some consumer loans are unsecured, such as small installment loans and certain lines of credit. Repayment of these loans is primarily dependent on the personal income 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 property values on residential properties. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.

Allowance for Loan Losses Methodology

Company policy is designed to ensure that an adequate allowance for loan losses (“ALLL”) is maintained. The portfolio is segmented by loan type. The required ALLL for types of performing homogeneous loans which do not have a specific reserve is determined by applying a factor based on historical losses averaged over the past twelve months. Management believes the historical loss experience methodology is appropriate in the current economic environment, as it captures loss rates that are comparable to the current period being analyzed. Management adds qualitative factors for observable trends, changes in internal practices, changes in delinquencies and impairments, and, finally, external factors. Observable factors include changes in the composition and size of portfolios, as well as loan terms or concentration levels. We evaluate the impact of internal changes such as management and staff experience levels or modification to loan review processes. Delinquency trends are scrutinized for both volume and severity of past due, nonaccrual, classified or graded loans as well as any changes in the value of underlying collateral. Finally, we consider the effect of other external factors such as national, regional and local economic and business conditions, as well as competitive, legal and regulatory requirements. All criticized, classified, and impaired loans are evaluated for impairment by applying at least one of three methodologies: present value of future cash flows; fair value of collateral less cost to sell; or the loan’s observable market price. All troubled debt restructurings (“TDR”) are considered impaired loans. Loans evaluated for impairment are removed from other pools to prevent double-counting.

Provision for Loan Losses

A provision for estimated losses on loans is charged to operations based upon management’s evaluation of the potential losses. Such an evaluation, which includes a review of all loans for which full collectability 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 endeavors 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.

Accounting Standards Codification (“ASC”) Topic 310, Receivables, requires that impaired loans be measured based on the present value of expected future cash flows discounted at the loans’ effective interest rates or the fair value of the underlying collateral and allows existing methods for recognizing interest income.

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 collectable within the parameters of policy. A secured loan is generally charged off to the estimated fair value of the collateral 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. All charge-offs are approved by the Chief Credit Officer.

The following tables present changes in the balance of the ALLL during the three and six month periods ended June 30, 2013 and 2012:

	Three Months Ended June 30, 2013
	Residential Real Estate			Commercial Real Estate			Commercial		Consumer			Total
Allowance for loan losses:
Balance, beginning of period	$	1,022		$	3,082		$	466	$	1,178		$	5,748
Provision charged to expense		(49	)		74			11		(12	)		24
Losses charged off		—			(238	)		—		(162	)		(400	)
Recoveries		11			—			70		74			155
Balance, end of period	$	984		$	2,918		$	547	$	1,078		$	5,527

	Six Months Ended June 30, 2013
	Residential Real Estate			Commercial Real Estate			Commercial		Consumer			Total
Allowance for loan losses:
Balance, beginning of period	$	1,149		$	3,107		$	371	$	1,206		$	5,833
Provision charged to expense		(130	)		49			106		133			158
Losses charged off		(54	)		(238	)		—		(398	)		(690	)
Recoveries		19			—			70		137			226
Balance, end of period	$	984		$	2,918		$	547	$	1,078		$	5,527

	Three Months Ended June 30, 2012
	Residential Real Estate			Commercial Real Estate			Commercial		Consumer			Total
Allowance for loan losses:
Balance, beginning of period	$	1,160		$	2,564		$	430	$	1,634		$	5,788
Provision charged to expense		(114	)		382			28		268			564
Losses charged off		(146	)		(272	)		—		(354	)		(772	)
Recoveries		16			—			—		131			147
Balance, end of period	$	916		$	2,674		$	458	$	1,679		$	5,727

	Six Months Ended June 30, 2012
	Residential Real Estate			Commercial Real Estate			Commercial		Consumer			Total
Allowance for loan losses:
Balance, beginning of period	$	1,099		$	2,485		$	333	$	1,739		$	5,656
Provision charged to expense		67			461			125		481			1,134
Losses charged off		(275	)		(272	)		—		(804	)		(1,351	)
Recoveries		25			—			—		263			288
Balance, end of period	$	916		$	2,674		$	458	$	1,679		$	5,727

The following tables present the recorded investment in loans based on portfolio segment and impairment method as of June 30, 2013, and December 31, 2012:

	June 30, 2013
	Residential Real Estate		Commercial Real Estate		Commercial		Consumer		Total
Loans:
Ending balance	$	118,770	$	108,680	$	19,128	$	116,405	$	362,983
Ending balance: individually evaluated for impairment		2,052		1,954		—		404		4,410
Ending balance: collectively evaluated for impairment	$	116,718	$	106,726	$	19,128	$	116,001	$	358,573
Allowance for loan losses:
Ending Balance	$	984	$	2,918	$	547	$	1,078	$	5,527
Ending balance: individually evaluated for impairment		34		441		—		29		504
Ending balance: collectively evaluated for impairment	$	950	$	2,477	$	547	$	1,049	$	5,023

	December 31, 2012
	Residential Real Estate		Commercial Real Estate		Commercial		Consumer		Total
Loans:
Ending balance	$	128,815	$	84,918	$	14,271	$	126,486	$	354,490
Ending balance: individually evaluated for impairment		2,482		2,467		—		474		5,423
Ending balance: collectively evaluated for impairment	$	126,333	$	82,451	$	14,271	$	126,012	$	349,067
Allowance for loan losses:
Ending Balance	$	1,149	$	3,107	$	371	$	1,206	$	5,833
Ending balance: individually evaluated for impairment		206		682		—		54		942
Ending balance: collectively evaluated for impairment	$	943	$	2,425	$	371	$	1,152	$	4,891

The Company utilizes a risk grading matrix to assign a risk grade to each of its commercial loans. Loans are graded on a scale of 1 to 8. A description of the general characteristics of the 8 risk grades is as follows:

Grades 1 & 2 - These grades are assigned to loans with very high credit quality borrowers of investment or near investment grade or where the loan is primarily secured by cash or conservatively margined high quality marketable securities. These borrowers are generally publicly traded, have significant capital strength, possess investment grade public debt ratings, demonstrate low leverage, exhibit stable earnings and growth and have ready access to various financing alternatives.

Grades 3 & 4 - Loans assigned these grades include loans to borrowers possessing solid credit quality with acceptable risk. Borrowers in these grades are differentiated from higher grades on the basis of size (capital and/or revenue), leverage, asset quality, stability of the industry or specific market area and quality/coverage of collateral. These borrowers generally have a history of consistent earnings and reasonable leverage.

Grade 5 - This grade includes “pass grade” loans to borrowers which require special monitoring because of deteriorating financial results, declining credit ratings, decreasing cash flow, increasing leverage, marginal collateral coverage or industry stress that has resulted or may result in a changing overall risk profile.

Grade 6 - This grade is for “Special Mention” loans in accordance with regulatory guidelines. This grade is intended to include loans to borrowers whose credit quality has clearly deteriorated and where risk of further decline is possible unless active measures are taken to correct the situation. Weaknesses are considered potential at this state and are not yet fully defined.

Grade 7 - This grade includes “Substandard” loans in accordance with regulatory guidelines. Loans categorized in this grade possess a well-defined credit weakness, and the likelihood of repayment from the primary source is uncertain. Significant financial deterioration has occurred, and very close attention is warranted to ensure the full repayment without loss. Collateral coverage may be marginal, and the accrual of interest has been suspended.

Grade 8 - This grade includes “Doubtful” loans in accordance with regulatory guidelines. Such loans have been placed on nonaccrual status and may be heavily dependent upon collateral possessing a value that is difficult to determine or based upon some near-term event which lacks clear certainty. These loans have all of the weaknesses of those classified as Substandard; however, based on existing conditions, these weaknesses make full collection of the principal balance highly improbable.

Nonaccrual Loans

Any loan which becomes 90 days delinquent or has the full collection of principal and interest in doubt will be considered for nonaccrual status. At the time a loan is placed on nonaccrual, all accrued but unpaid interest will be reversed from interest income. Placing the loan on nonaccrual does not relieve the borrower of the obligation to repay interest. A loan placed on nonaccrual may be restored to accrual status when all delinquent principal and interest has been brought current, and the Company expects full payment of the remaining contractual principal and interest.

The following tables present the credit risk profile of the Company’s loan portfolio based on rating category and payment activity as of June 30, 2013 and December 31, 2012:

	June 30, 2013
	Commercial Real Estate		Commercial
Rating:
1-5 Pass	$	105,112	$	17,823
6 Special Mention		1,614		1,305
7 Substandard		1,954		—
8 Doubtful		—		—
Total	$	108,680	$	19,128

	June 30, 2013
	Residential Real Estate		Consumer
Performing	$	117,816	$	116,282
Nonperforming (nonaccrual)		954		123
Total	$	118,770	$	116,405

	December 31, 2012
	Commercial Real Estate		Commercial
Rating:
1-5 Pass	$	80,830	$	13,860
6 Special Mention		1,621		411
7 Substandard		2,467		—
8 Doubtful		—		—
Total	$	84,918	$	14,271

	December 31, 2012
	Residential Real Estate		Consumer
Performing	$	127,426	$	126,331
Nonperforming (nonaccrual)		1,389		155
Total	$	128,815	$	126,486

The following tables present the Company’s loan portfolio aging analysis as of June 30, 2013 and December 31, 2012:

	June 30, 2013
	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans Receivable		Non- accrual Loans		Total Loans 90 Days or More Past Due and Accruing
Residential real estate	$	188	$	138	$	821	$	1,147	$	117,623	$	118,770	$	954	$	—
Commercial real estate		—		—		1,851		1,851		106,829		108,680		1,851		—
Commercial		—		—		—		—		19,128		19,128		—		—
Consumer		453		117		46		616		115,789		116,405		123		10
Total	$	641	$	255	$	2,718	$	3,614	$	359,369	$	362,983	$	2,928	$	10

	December 31, 2012
	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans Receivable		Non- accrual Loans		Total Loans 90 Days or More Past Due and Accruing
Residential real estate	$	130	$	5	$	1,555	$	1,690	$	127,125	$	128,815	$	1,389	$	450
Commercial real estate		—		—		2,362		2,362		82,556		84,918		2,362		—
Commercial		—		—		—		—		14,271		14,271		—		—
Consumer		1,025		148		122		1,295		125,191		126,486		155		21
Total	$	1,155	$	153	$	4,039	$	5,347	$	349,143	$	354,490	$	3,906	$	471

Impaired Loans

A loan is designated as impaired, in accordance with the impairment accounting guidance (ASC 310-10-35-16) when, based on current information or events, it is probable that the Company will be unable to collect all amounts due (principal and interest) according to the contractual terms of the loan agreement. Payments with insignificant delays not exceeding 90 days outstanding are not considered impaired. Certain nonaccrual and substantially all delinquent loans may be considered to be impaired. Generally, loans are placed on nonaccrual status at 90 days past due and accrued interest is reversed against earnings, unless the loan is well-secured and in the process of collection. The accrual of interest on impaired and nonaccrual loans is discontinued when, in management’s opinion, the borrower may be unable to meet payments as they become due.

Impaired loans include nonperforming commercial loans but also include loans modified in TDRs where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection.

The following table presents the Company’s impaired loans as of June 30, 2013 and December 31, 2012:

	June 30, 2013						December 31, 2012
	Recorded Balance		Unpaid Principal Balance		Specific Allowance		Recorded Balance		Unpaid Principal Balance		Specific Allowance
Loans without a specific valuation allowance
Residential real estate loans	$	2,000	$	2,359	$	—	$	2,047	$	2,357	$	—
Commercial real estate loans		—		—		—		—		—		—
Commercial loans		—		—		—		—		—		—
Consumer loans		340		349		—		380		577		—
Total		2,340		2,708		—		2,427		2,934		—
Loans with a specific valuation allowance
Residential real estate loans		52		59		34		435		442		206
Commercial real estate loans		1,954		2,412		441		2,467		2,925		682
Commercial loans		—		—		—		—		—		—
Consumer loans		64		90		29		94		206		54
Total		2,070		2,561		504		2,996		3,573		942
Total impaired loans
Residential real estate loans		2,052		2,418		34		2,482		2,799		206
Commercial real estate loans		1,954		2,412		441		2,467		2,925		682
Commercial loans		—		—		—		—		—		—
Consumer loans		404		439		29		474		783		54
Total	$	4,410	$	5,269	$	504	$	5,423	$	6,507	$	942

The table below presents average balances and interest income recognized for impaired loans during both the three month and six month periods ended June 30, 2013 and June 30, 2012:

	June 30, 2013								June 30, 2012
	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	Average Balance		Interest Income		Average Balance		Interest Income		Average Balance		Interest Income		Average Balance		Interest Income
Loans without a specific valuation allowance
Residential real estate loans	$	2,122	$	7	$	2,097	$	14	$	1,108	$	5	$	1,181	$	10
Commercial real estate loans		—		—		—		—		423		—		282		—
Commercial loans		—		—		—		—		—		—		—		—
Consumer loans		345		9		357		21		373		13		378		25
Total		2,467		16		2,454		35		1,904		18		1,841		35
Loans with a specific valuation allowance
Residential real estate loans		40		1		171		1		757		1		627		4
Commercial real estate loans		2,210		2		2,295		3		4,349		2		5,444		2
Commercial loans		—		—		—		—		—		—		—		—
Consumer loans		95		2		95		4		42		1		65		3
Total		2,345		5		2,561		8		5,148		4		6,136		9
Total impaired loans
Residential real estate loans		2,162		8		2,268		15		1,865		6		1,808		14
Commercial real estate loans		2,210		2		2,295		3		4,772		2		5,726		2
Commercial loans		—		—		—		—		—		—		—		—
Consumer loans		440		11		452		25		415		14		443		28
Total	$	4,812	$	21	$	5,015	$	43	$	7,052	$	22	$	7,977	$	44

Troubled Debt Restructurings (“TDRs”)

The loan portfolio includes TDRs which are loans that have been modified to grant economic concessions to borrowers who have experienced financial difficulties. These concessions typically result from loss mitigation efforts and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. Certain TDRs are classified as nonperforming at the time of restructuring and typically are returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally not less than six months.

When loans are modified in a TDR, any possible impairment similar to other impaired loans is evaluated based on the present value of expected future cash flows, discounted at the contractual interest rate of the original loan agreement, or use the current fair value of the collateral, less selling costs for collateral dependent loans. If it is determined that the value of the modified loan is less than the recorded balance of the loan, impairment is recognized through a specific allowance or charge-off to the allowance. In periods subsequent to modification, all TDRs, including those that have payment defaults, are evaluated for possible impairment, and impairment is recognized through the allowance.

In the course of working with troubled borrowers, the Company may choose to restructure the contractual terms of certain loans in an effort to work out an alternative payment schedule with the borrower in order to optimize the collectability of the loan. Any loan modified is reviewed by the Company to identify if a TDR has occurred (when the Company grants a concession to the borrower that it would not otherwise consider based on economic or legal reasons related to a borrower’s financial difficulties). Terms may be modified to fit the ability of the borrower to repay in line with its current financial status or the loan may be restructured to secure additional collateral and/or guarantees to support the debt, or a combination of the two.

Loans classified as a TDR during the three and six months ended June 30, 2013 consisted of one consumer loan with a recorded balance of $15 before and after the modification, and three loans with a total recorded balance of $17 before and after the modification, respectively. The 2013 modifications consisted solely of maturity date concessions. Payment extensions have proven to be successful in optimizing the overall collectability of the loan by increasing the period of time that the borrower is able to make required payments to the Company.

There were no TDR loans which had payment defaults during the three and six months ended June 30, 2013 and 2012. Default occurs when a loan is 90 days or more past due or transferred to nonaccrual within 12 months of restructuring.

Note 5:

Premises and Equipment

Premises and equipment at June 30, 2013 and December 31, 2012 consisted of the following:

	June 30, 2013			December 31, 2012
Land	$	2,500		$	—
Building and improvements		2,751			—
Furniture and equipment		4,350			3,521
Less accumulated depreciation		(2,861	)		(2,728	)
	$	6,740		$	793

In the first quarter of 2013, the Company acquired an office building with approximately 52,000 square feet of office space and related real estate located in Fishers, Indiana. The Company acquired the property for the current and future operations of the Bank for $4,083. The cost basis of the building is being depreciated on a straight-line basis over 39 years. The remaining increase is primarily related to investments in building and leasehold improvements at both the Fishers location and the Company’s corporate office.

Note 6:

Goodwill

The change in the carrying amount of goodwill for the periods ended June 30, 2013 and December 31, 2012 were:

Balance as of January 1, 2012	$	4,687
Changes in goodwill during the year		—
Balance as of December 31, 2012		4,687
Changes in goodwill during the period		—
Balance as of June 30, 2013	$	4,687

Goodwill is tested for impairment on an annual basis as of August 31, or whenever events or changes in circumstances indicate the carrying amount of goodwill exceeds its implied fair value. No events or changes in circumstances have occurred since the August 31, 2012 annual impairment test that would suggest it was more likely than not goodwill impairment existed.

Note 7:

Benefit Plans

Employment Agreements

The Company has entered into employment or change in control agreements with certain officers that provide for the continuation of salary and certain benefits for a specified period of time under certain conditions. Under the terms of the agreements, these payments could occur in the event of a change in control of the Company, as defined, along with other specific conditions.

2013 Equity Incentive Plan

The 2013 Equity Incentive Plan (the “2013 Plan”) authorizes the issuance of 750,000 shares of our common stock in the form of equity-based awards to employees, directors, and other eligible persons. Upon shareholder approval of the 2013 Plan, no further awards may be made under the 2006 Stock Option Plan, which had 595,500 shares of common stock available for issuance when the 2013 Plan became effective. Under the terms of the 2013 Plan, the pool of shares available for issuance may be used for available types of equity awards under the 2013 Plan, which includes stock options, stock appreciation rights, restricted stock awards, stock unit 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 2013 Plan.

There are no awards outstanding under the 2013 Plan or the 2006 Stock Option Plan as of June 30, 2013. However, on July 22, 2013, the Compensation Committee of the Board of Directors of the Company awarded 46,232 shares to executive officers and other persons under the 2013 Plan. The shares of restricted stock will vest in three installments on January 1, 2014, January 1, 2015, and January 1, 2016.

Directors Deferred Stock Plan

The Company has adopted a stock compensation plan for members of the Board of Directors (“Directors Deferred Stock Plan”). The Company has reserved 180,000 shares of common stock that may be issued pursuant to the Directors Deferred Stock Plan. The plan provides directors the option to elect to receive up to 100% of their annual retainer in either common stock or deferred stock rights. Monthly meeting fees are paid in cash. The deferred stock right is payable to the director on the basis of one common share for each deferred stock right.

Director compensation totaled $55 and $40 for the three months ended June 30, 2013 and 2012, respectively, of which $34 and $25 for the three months ended June 30, 2013 and 2012, respectively were paid in either common stock or deferred stock rights. Director compensation totaled $101 and $67 for the six months ended June 30, 2013 and 2012, respectively, of which $63 and $40 for the six months ended June 30, 2013 and 2012, respectively, were paid in deferred stock rights. The common stock and deferred stock rights are granted on January 1 at fair value and vest from January 1 until December 31. The Company recognizes compensation expense ratably over the vesting period based upon the fair value of the stock on the grant date.

The following is an analysis of deferred stock rights and common stock related to the Directors Deferred Stock Plan for the six months ended June 30, 2013:

	Six months ended June 30, 2013
	Deferred Rights		Common Shares

Outstanding, beginning of period		70,315
Granted		8,472
Exercised		—

Outstanding, end of period		78,787

Note 8:

Initial Adoption of Fair Value Option

ASC Topic 825, Financial Instruments, permits entities to measure recognized financial assets and financial liabilities using either historical cost or the fair value option at specified election dates. In the 2013 second quarter, we began using derivative financial instruments to manage exposure to interest rate risk in our mortgage banking business. These derivative financial instruments are recorded at fair value with changes in fair value reflected in Noninterest Income on the Condensed Consolidated Statements of Income.

To mitigate the volatility reported in earnings caused by measuring related assets and liabilities differently, the Company has elected the fair value option for the hedged item, mortgage loans held for sale under mandatory pricing agreements, that were originated on or after April 1, 2013. The Company continues to record mortgage loans held for sale under best-efforts pricing agreements at the lower of cost or fair value. Prior to April 1, 2013, all mortgage loans held for sale were carried at the lower of cost or fair value.

The $1,127 loss recognized on mortgage loans held for sale under mandatory pricing agreements in both the three and six month periods ended June 30, 2013 has been included in Gain on loans sold, within Noninterest Income on the Condensed Consolidated Statements of Income. The effect on the financial statements is presented below:

	June 30, 2013
	Aggregate Value		Loss			Fair Value

Loans held for sale	$	28,713	$	(1,127	)	$	27,586

Note 9:

Fair Value of Financial Instruments

ASC Topic 820, Fair Value Measurements, 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. 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 consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.

Securities

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 U.S. government-sponsored enterprises, mortgage and asset-backed securities and obligations of state, municipals and certain corporate securities. Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for specific investment securities but rather relying on the investment securities’ relationship to other benchmark quoted investment securities.

In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy and include certain other securities. 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 and volatility. Rating agency and industry research reports as well as default and deferral activity are reviewed and incorporated into the calculation.

Loans Held for Sale

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

Forward Contracts

The fair values of forward contracts on to-be-announced securities are determined using quoted prices in active markets, or benchmarked thereto (Level 1).

Interest Rate Lock Commitment

The fair value of interest rate lock commitments (“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, 2013 and December 31, 2012:

				June 30, 2013
				Fair Value Measurements Using
	Fair Value			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Available for sale securities
U.S. government-sponsored enterprises	$	58,338		$	—	$	58,338	$	—
Municipals		46,463			—		46,463		—
Mortgage-backed and asset-backed securities - government-sponsored enterprises		55,060			—		55,060		—
Mortgage-backed and asset-backed securities - private labeled		1,522			—		1,522		—
Other securities		32,551			1,491		29,529		1,531
Total available for sale securities		193,934			1,491		190,912		1,531
Loans held for sale		27,586			—		27,586		—
Forward contracts		1,208			1,208		—		—
Interest rate lock commitments		(78	)		—		—		(78	)

			December 31, 2012
			Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
U.S. government-sponsored enterprises	$	19,618	$	—	$	19,618	$	—
Municipals		42,540		—		42,540		—
Mortgage-backed and asset-backed securities - government-sponsored enterprises		77,489		—		77,489		—
Mortgage-backed and asset-backed securities - private labeled		2,453		—		2,453		—
Other securities		14,593		1,553		12,200		840
	$	156,693	$	1,553	$	154,300	$	840

The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying condensed consolidated balance sheets using significant unobservable (Level 3) inputs:

	Three Months Ended
	Securities Available for Sale		Interest Rate Lock Commitments

Balance, April 1, 2013	$	1,168	$	—
Total realized and unrealized gains and losses		—		—
Included in net income		—		(78	)
Included in other comprehensive loss		363		—
Balance, June 30, 2013	$	1,531	$	(78	)

Balance, April 1, 2012	$	525	$	—
Total realized and unrealized gains and losses		—		—
Included in net income		—		—
Included in other comprehensive loss		233		—
Balance, June 30, 2012	$	758	$	—

	Six Months Ended
	Securities Available for Sale		Interest Rate Lock Commitments

Balance, January 1, 2013	$	840	$	—
Total realized and unrealized gains and losses
Included in net income		—		(78	)
Included in other comprehensive loss		691		—
Balance, June 30, 2013	$	1,531	$	(78	)

Balance, January 1, 2012	$	470	$	—
Total realized and unrealized gains and losses		—		—
Included in net income		—		—
Included in other comprehensive loss		288		—
Balance, June 30, 2012	$	758	$	—

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

Impaired Loans (Collateral Dependent)

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. Allowable methods for determining the amount of impairment include estimating fair value using the fair value of the collateral for collateral dependent loans.

If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value.

Impaired loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.

The following tables present the fair value measurements of impaired loans 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 measurements fell at June 30, 2013 and December 31, 2012:

			June 30, 2013
			Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans	$	1,996	$	—	$	—	$	1,996

			December 31, 2012
			Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans	$	1,481	$	—	$	—	$	1,481

Unobservable (Level 3) Inputs

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

Fair Value at
June 30, 2013

Valuation
Technique

Unobservable
Inputs

Range

Other securities

1,531

Discounted cash flow

Discount margin
Cumulative default %
Loss given default %
Cumulative prepayment %

10% - 17%

2.2% - 100%

4% - 20%

2% - 100%

Collateral dependent impaired loans

1,996

Market comparable assets

Marketability discount

35%

Appraisal value

N/A

Fair Value at
December 31,
2012

Valuation
Technique

Unobservable
Inputs

Range

Other securities

840

Discounted cash flow

Discount margin
Cumulative default %
Loss given default %
Cumulative prepayment %

7% - 14.25%

2.2% - 100%

85% – 100%

0% - 100%

Collateral dependent impaired loans

1,481

Market comparable properties

Marketability discount

12%

The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying 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.

Loans Held for Sale

The fair value of these financial instruments approximates carrying value.

Interest Bearing Time Deposits

The fair value of these financial instruments approximates carrying value.

Loans Receivable

The fair value of loans receivable is estimated by discounting future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and remaining maturities.

Accrued Interest Receivable

The fair value of these financial instruments approximates carrying value.

Federal Home Loan Bank Stock

The carrying amount approximates fair value.

Deposits

The fair value of noninterest-bearing demand deposits and savings and NOW accounts is the amount payable as of the reporting date. The fair value of fixed maturity certificates of deposit is estimated using rates currently offered for deposits of similar remaining maturities.

FHLB Advances

The fair value of fixed rate advances is estimated using rates currently offered for similar remaining maturities.

Accrued Interest Payable

The fair value of these financial instruments approximates carrying value.

Subordinated Debt

The carrying amount approximates fair value as the transaction closed on June 28, 2013 .

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, 2013 and December 31, 2012.

The following schedule includes the carrying value and estimated fair value of all financial assets and liabilities at June 30, 2013 and December 31, 2012:

	June 30, 2013
	Fair Value Measurements Using
	Carrying Amount		Quoted Prices In Active Market for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	15,448	$	15,448	$	—	$	—
Interest bearing time deposits		2,500		2,500		—		—
Loans held for sale		14,685		—		14,685		—
Loans receivable – net		360,800		—		—		365,157
Accrued interest receivable		2,271		2,271		—		—
FHLB stock		2,943		—		2,943		—
Deposits		561,162		—		321,212		245,419
FHLB advances		23,740		—		25,716		—
Accrued interest payable		100		100		—		—
Subordinated debt		2,745		—		2,745		—

	December 31, 2012
	Fair Value Measurements Using
	Carrying Amount		Quoted Prices In Active Market for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	32,513	$	32,513	$	—	$	—
Interest bearing time deposits		—		—		—		—
Loans held for sale		63,234		—		63,234		—
Loans receivable - net		352,328		—		—		351,194
Accrued interest receivable		2,196		2,196		—		—
FHLB stock		2,943		—		2,943		—
Deposits		530,691		—		300,818		236,375
FHLB advances		40,686		—		42,986		—
Accrued interest payable		120		120		—		—

Note 10:

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 forward contracts for the future delivery of mortgage loans to third party investors and enters into interest rate lock commitments (“IRLCs”) with potential borrowers to fund specific mortgage loans that will be sold into the secondary market. The forward contracts are entered into in order to economically hedge the effect of changes in interest rates resulting from the Company’s commitment to fund the loans.

Each of these items are considered derivatives, but are not designated as accounting hedges, and therefore, 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 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.

We did not use any derivative financial instruments prior to 2013. At June 30, 2013 the notional amount and fair value of IRLCs and forward contracts utilized by the Company were as follows:

	June 30, 2013				December 31, 2012
	Notional Amount		Fair Value		Notional Amount		Fair Value
Asset Derivatives
Derivatives not designated as hedging instruments
Forward contracts	$	62,750	$	1,208	$	—	$	—

Liability Derivatives
Derivatives not designated as hedging instruments
IRLCs	$	41,914	$	78	$	—	$	—

Fair values of derivative financial instruments were estimated using changes in mortgage interest rates from the date the Company entered into the IRLC and the balance sheet date. Periodic changes in the fair value of the derivative financial insturments on the Condensed Consolidated Statements of Income for the three and six-month periods ended June 30, 2013 and 2012 were as follows:

	Amount of gain / (loss) recognized
	June 30, 2013						June 30, 2012
	Three Months Ended			Six Months Ended			Three Months Ended		Six Months Ended
Asset Derivatives
Derivatives not designated as hedging instruments
Forward contracts	$	1,208		$	1,208		$	—	$	—

Liability Derivatives
Derivatives not designated as hedging instruments
IRLCs	$	(78	)	$	(78	)	$	—	$	—

Note 11:

Subordinated Debenture

On June 28, 2013, the Company entered into a subordinated debenture purchase agreement with a third party and issued a subordinated debenture in the principal amount of $3,000 which bears interest at a fixed annual rate of 8.00% and is scheduled to mature on June 28, 2021; however, the Company can repay the debenture without premium or penalty at any time after June 28, 2016. The debenture is expected to qualify for treatment as Tier 2 capital for regulatory capital purposes. The purchase agreement and the debenture contain customary subordination provisions and events of default; however the right of the investor to accelerate the payment of the debenture is limited to bankruptcy or insolvency.

As partial inducement for the third party to purchase the debenture, the Company issued to the third party a warrant to purchase up to 48,750 shares of common stock, at an initial per share exercise price equal to $19.33. The warrant will become exercisable on June 28, 2014, and, unless previously exercised, will expire on June 28, 2021. The Company has the right to force an exercise of the warrant after the debenture has been repaid in full if the 20-day volume-weighted average price of a share of its common stock exceeds $30.00.

The Company used the Black-Scholes option pricing model to assign a fair value of $255 to the warrant. The following assumptions were used to value the warrant: a risk-free interest rate of 0.66% per the U.S. Treasury yield curve in effect at the date of issuance, an expected dividend yield of 1.19% calculated using the dividend rate and stock price at the date of the issuance, and an expected volatility of 34% based on the estimated volatility of the Company’s stock over the expected term of the warrant, which is estimated to be three years.

In addition, on June 28, 2013 the Company entered into a separate arrangement pursuant to which, at the Company’s option, the third party has committed to purchase an additional $3,000 debenture on or before December 31, 2013 under terms and conditions substantially similar to those contained in the purchase agreement.

Note 12:

Future Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-02 to improve the transparency of reporting reclassifications out of accumulated other comprehensive income. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the Update do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information required within this Update is already required to be disclosed elsewhere in the financial statements under GAAP.

The new amendments will require an organization to:

Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income–but only if the item reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period.

Cross-reference to other disclosures currently required under GAAP for other reclassification items (that are not required under GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account instead of directly to income or expense.

The amendments are effective for reporting periods beginning after December 15, 2012. The Company has adopted the methodologies prescribed by this ASU, and the ASU did not have a material effect on its financial position or results of operations.

In January 2013, the FASB issued ASU 2013-01, which clarifies the scope of transactions that are subject to the disclosures about offsetting. The Update clarifies that ordinary trade receivables and receivables are not in the scope of ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. Specifically, Update 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in FASB Accounting Standards Codification® or subject to a master netting arrangement or similar agreement. Issued in December 2011, Update 2011-11 was the result of a joint project with the International Accounting Standards Board. Its objective was to improve transparency and comparability between GAAP and International Financial Reporting Standards by requiring enhanced disclosures about financial instruments and derivative instruments that are either (1) offset on the statement of financial position or (2) subject to an enforceable master netting arrangement or similar agreement. The Board undertook this clarification project in response to concerns expressed by U.S. stakeholders about the standard’s broad definition of financial instruments. After the standard was finalized, companies realized that many contracts have standard commercial provisions that would equate to a master netting arrangement, significantly increasing the cost of compliance.

On February 28, 2013, FASB issued ASU 2013-04. The amendments in this Update provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors.

The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF12D – Liabilities (Topic 405) which has been deleted.

The amendments in this Update are effective for fiscal years beginning after December 31, 2013. Early adoption is permitted. The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

On April 22, 2013, FASB issued ASU 2013-07. The objective of this Update is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2012-210 – Presentation of Financial Statements (Topic 205), which has been deleted.

The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated and condensed financial statements and related notes appearing elsewhere in this report. This discussion and analysis includes certain forward-looking statements that involve risks, uncertainties and assumptions. You should review the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2012 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by such forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this report.

Overview

First Internet Bancorp (the “Company”) is the bank holding company for First Internet Bank of Indiana (the “Bank”), a nationwide provider of innovative online banking products and services to approximately 40,000 customers. First Internet Bancorp’s common stock is listed on the NASDAQ Capital Market.

The Bank is an Indiana chartered bank and was the first state-chartered, FDIC-insured Internet bank. With no branch offices, the Bank has grown retail and commercial customers, with lending and deposit products and services that are scalable for our nationwide platform. The Bank has been successful in establishing and growing both its commercial real estate and commercial and industrial loan portfolios. The Bank has also been able to capitalize on the significant demand for residential mortgage refinancing while maintaining high credit quality. This same platform supports our expanding residential purchase mortgage market activity.

Results of Operations

Three Months Ended June 30, 2013 versus Three Months Ended June 30, 2012

Net income increased 33.75%, to $1.71 million, or $0.59 per diluted share for the three months ended June 30, 2013 compared to $1.28 million or $0.45 per diluted share for the same period in 2012.

Net interest margin improved to 2.78% in the three months ended June 30, 2013 from 2.63% in the same period of 2012, driven by increased loan volume and a 14.55% lower cost of deposits.

In the three months ended June 30, 2013, non-interest income increased 70.99% over the same period in 2012 due to the combination of the gain on sale of loans and income from secondary marketing hedge activity as mortgage banking continued to expand. During the three months ended June 30, 2013, 23.54% of the mortgage originations were for residential purchases.

Non-interest expense rose 45.66% in the three months ended June 30, 2013 versus the same period in 2012, as the Company selectively added employees to support asset generation and expanded facilities to accommodate growth.

Return on average assets for the 2013 period was 1.07% compared to 0.83% for the prior year period.

Return on average equity for the 2013 period was 10.86% compared to 8.92% for the prior year period.

Net charge-offs as a percentage of average loans were 0.25% for the three months ended June 30, 2013 compared to 0.67% for the prior year period.

Six Months Ended June 30, 2013 versus Six Months Ended June 30, 2012

Net income increased 31.90%, to $3.20 million, or $1.11 per diluted share for the six months ended June 30, 2013 compared to $2.43 million or $0.85 per diluted share for the 2012 period.

Net interest income after provision for loan losses increased 17.95% in the six months ended June 30, 2013 from the corresponding six months in 2012 reflecting increased commercial loan volumes. Overall, the provision was reduced to $0.16 million due to improvement in credit quality.

Non-interest income for the 2013 period increased 61.86% from the prior year period. The gain on loans sold combined with the income from the secondary marketing hedge activity increased 70.89% from the prior year period.

Non-interest expense for the 2013 period increased 31.44% over the corresponding six months in 2012 as the Company added employees to the operations, human resources, finance, and technology areas in support of continued growth. The balance of the increase in staffing relates to income producing activities of commercial lending and mortgage banking. The Company experienced an increase of consulting and professional fees directly related to the additional costs associated with being a public company. Additionally, to accommodate growth, the Company expanded its facilities which increased occupancy expenses and related equipment costs.

Return on average assets for the first six months ended June 30, 2013 was 1.01% versus 0.81% in the year ago period.

Return on average equity for the first six months ended June 30, 2013 was 10.33% compared to 8.55% for the prior year period.

Net charge-offs as a percentage of average loans were 0.23% for the first six months ended June 30, 2013 versus 0.57% for the prior year period.

Average Balance Sheets, Net Interest Earnings

For the periods presented, the following tables provide the total dollar amount of interest income from average interest-earning assets and the resulting yields. They also highlight the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. The tables do not reflect any effect of income taxes. Balances are based on the average of daily balances. Non-accrual loans are included in average loan balances.

Average Balance Sheets
(dollars in thousands)

	Three Months ended June 30,
	2013							2012
	Average Balance		Interest and Dividends		Yield/Cost			Average Balance		Interest and Dividends		Yield/Cost
Assets:
Interest-earning assets:
Loans	$	399,457	$	4,861		4.88	%	$	376,194	$	4,715		5.04	%
Investment securities – taxable		172,441		902		2.10	%		176,031		916		2.09	%
Investment securities – non-taxable		40,336		396		3.94	%		43,172		424		3.95	%
Total interest-earning assets		612,234		6,159		4.03	%		595,397		6,055		4.09	%

Noninterest-earning assets		30,937							20,973
Total assets	$	643,171						$	616,370

Liabilities and equity:
Interest-bearing liabilities
Regular savings accounts	$	14,263	$	21		0.60	%	$	9,968	$	14		0.58	%
Interest-bearing demand deposits		71,059		98		0.55	%		64,373		89		0.56	%
Money market accounts		213,917		398		0.75	%		185,875		354		0.77	%
Certificates and brokered deposits		234,220		1,139		1.95	%		241,383		1,369		2.28	%
Total interest-bearing deposits		533,459		1,656		1.24	%		501,599		1,826		1.46	%

Other interest-bearing liabilities		25,118		267		4.26	%		40,611		339		3.35	%
Total interest-bearing liabilities		558,577		1,923		1.38	%		542,210		2,165		1.61	%

Noninterest-bearing deposits		13,490							9,435
Other non-interest bearing liabilities		7,858							7,038
Total liabilities		579,925							558,623

Shareholders’ equity		63,246							57,688
Total liabilities and equity	$	643,171							616,370

Net interest income			$	4,236						$	3,890

Interest rate spread						2.65	%						2.48	%
Net interest margin						2.78	%						2.63	%
Average interest-earning assets to average interest-bearing liabilities						109.6	%						109.8	%

Average Balance Sheets
(dollars in thousands)

	Six Months ended June 30,
	2013							2012
	Average Balance		Interest and Dividends		Yield/Cost			Average Balance		Interest and Dividends		Yield/Cost
Assets:
Interest-earning assets:
Loans	$	411,675	$	9,903		4.85	%	$	376,803	$	9,513		5.08	%
Investment securities – taxable		157,334		1,386		2.15	%		163,323		1,858		2.73	%
Investment securities – non-taxable		40,800		699		3.45	%		43,183		845		3.94	%
Total interest-earning assets		609,809		11,988		3.96	%		583,309		12,216		4.21	%

Noninterest-earning assets		27,465							21,214
Total assets	$	637,274						$	604,523

Liabilities and equity:
Interest-bearing liabilities
Regular savings accounts	$	13,820		40		0.59	%	$	9,185		27		0.59	%
Interest-bearing demand deposits		69,806		191		0.55	%		62,510		180		0.58	%
Money market accounts		209,256		777		0.75	%		178,953		706		0.79	%
Certificates and brokered deposits		232,544		2,276		1.97	%		239,426		2,734		2.30	%
Total interest-bearing deposits		525,426		3,284		1.26	%		490,074		3,647		1.50	%

Other interest-bearing liabilities		28,582		575		4.06	%		40,597		677		3.35	%
Total interest-bearing liabilities		554,008		3,859		1.38	%		530,671		4,324		1.64	%

Noninterest-bearing deposits		12,849							9,557
Other non-interest bearing liabilities		7,960							7,229
Total liabilities		574,817							547,457

Shareholders’ equity		62,457							57,066
Total liabilities and equity	$	637,274							604,523

Net interest income			$	8,129						$	7,892

Interest rate spread						2.56	%						2.57	%
Net interest margin						2.69	%						2.72	%
Average interest-earning assets to average interest-bearing liabilities						110.1	%						109.9	%

Rate/Volume Analysis

The following tables set forth certain information regarding changes in our interest income and interest expense for the periods indicated. For each category of earning assets and interest bearing liabilities, information is provided on changes attributable to (i) changes in volume (change in average volume multiplied by old rate); and (ii) changes in rates (change in rate multiplied by old average volume). Changes in rate/volume (change in rate multiplied by the change in volume) have been allocated to the changes due to volume and rate in proportion to the absolute value of the changes due to volume and rate prior to the allocation.

(dollars in thousands)	Rate/Volume Analysis of Net Interest Income Three Months ended June 30 2013 vs. 2012 Due to Changes in
	Volume			Rate			Net
Interest income
Loans receivable	$	894		$	(748	)	$	146
Investment securities – taxable		(156	)		142			(14	)
Investment securities – non-taxable		(27	)		(1	)		(28	)
Total		711			(607	)		104

Interest expense
Deposits		81			(251	)		(170	)
Other interest bearing liabilities		(481	)		409			(72	)
Total		(400	)		158			(242	)

Increase (decrease) in net interest income	$	1,111		$	765		$	346

(dollars in thousands)	Rate/Volume Analysis of Net Interest Income Six Months ended June 30 2013 vs. 2012 Due to Changes in
	Volume			Rate			Net
Interest income
Loans receivable	$	1,412		$	(1,022	)	$	390
Investment securities – taxable		(116	)		(356	)		(472	)
Investment securities – non-taxable		(46	)		(100	)		(146	)
Total		1,250			(1,478	)		(228	)

Interest expense
Deposits		142			(505	)		(363	)
Other interest bearing liabilities		(396	)		294			(102	)
Total		(254	)		(211	)		(465	)

Increase (decrease) in net interest income	$	1,504		$	(1,267	)	$	237

Financial Condition

Comparison of June 30, 2013 to December 31, 2012

Total assets were $656.77 million compared to $636.37 million at December 31, 2012.

Loan growth occurred with a shift in the mix consistent with the strategy to capitalize on the strengthening commercial markets. Commercial real estate loans, which include owner occupied loans, represented an increase of 27.98% at June 30, 2013 from December 31, 2012. Credit tenant lease financing experienced the largest growth, up 95.72% since December 31, 2012. These loans are originated nationwide via the Bank’s established network which provides geographic diversification within specific concentration limits.

Credit quality has improved as total nonperforming loans at June 30, 2013 were 25.04% less than December 31, 2012. The allowance for loan losses was 1.52% of total loans at June 30, 2013 versus 1.65% at December 31, 2012.

Loans held for sale totaled $42,271 at June 30, 2013 compared to $63,234 for December 31, 2012. The decrease is due to the timing of loan sales as closing volumes in the six month period ended June 30, 2013 were 8.07% higher than in the six month period ending December 31, 2012.

Total deposits grew to $561.2 million at June 30, 2013, compared with $530.7 million at December 31, 2012, with a shift to transactional accounts with a lower cost of funds and without the use of brokered deposits. In late 2012, the Bank added online banking and treasury management services to complement its commercial lending services and expand commercial banking relationships.

The Company issued subordinated debt and a related warrant to purchase common stock to a third party for $3.00 million on June 28, 2013. The Company intends to use the proceeds to support the current and future growth of the Company.

The ratio of nonperforming loans to total loans declined to 0.81% at June 30, 2013, compared to 1.23% at December 31, 2012.

Loans

Loan Portfolio Analysis
(dollars in thousands)

	June 30, 2013					December 31, 2012
Real estate loans:
Residential	$	118,770		32.72	%	$	128,815		36.34	%
Commercial – Credit tenant lease		55,319		15.24	%		28,264		7.97	%
Commercial – Other		53,361		14.70	%		56,654		15.98	%
Total real estate loans		227,450		62.66	%		213,733		60.29	%

Commercial loans		19,128		5.27	%		14,271		4.03	%
Consumer loans – Trailers		74,047		20.40	%		79,625		22.46	%
Consumer loans – Recreational vehicle		38,871		10.71	%		42,087		11.87	%
Consumer loans – Other		3,487		0.96	%		4,774		1.35	%
Total loans		362,983		100.00	%		354,490		100.00	%
Net deferred loan fees, premiums and discounts		3,344					3,671
Allowance for losses		(5,527	)				(5,833	)
Net loans receivable	$	360,800				$	352,328

Asset Quality and Allowance for Loan Loss

(dollars in thousands)	June 30, 2013			December 31, 2012
Non-accrual loans
Real estate loans:
Residential	$	954		$	1,389
Commercial		1,851			2,362
Total real estate loans		2,805			3,751
Commercial loans		–			–
Consumer loans		123			155
Total non-accrual loans		2,928			3,906

Accruing loans past due 90 days or more:
Real estate loans:
Residential		–			450
Commercial		–			–
Total real estate loans		–			450
Commercial loans		–			–
Consumer loans		10			21
Total accruing loans past due 90 days or more		10			471

Total non-performing loans		2,938			4,377

Other real estate owned:
Residential		500			265
Commercial		4,656			3,401
Other		–			–
Total other real estate owned		5,156			3,666

Other non-performing assets		1,013			2,253

Total non-performing assets	$	9,107		$	10,296

Total non-performing loans to total loans		0.81	%		1.23	%
Total non-performing assets to total assets		1.39	%		1.62	%

Troubled Debt Restructurings

(dollars in thousands)	June 30, 2013		December 31, 2012
Troubled debt restructurings – non-accrual	$	28	$	558
Troubled debt restructurings – performing		1,354		1,412
Total troubled debt restructurings	$	1,382	$	1,970

Total non-performing assets decreased $1.19 million, or 11.55% at June 30, 2013, from $10.30 million at December 31, 2012. Total non-performing loans decreased by $1.44 million, or 32.88%, from December 31, 2012 to June 30, 2013 reflecting a significant decline in delinquencies. We have three properties in commercial other real estate owned at June 30, 2013. One property carried at $3.58 million consists of two buildings which are residential units on a college campus. Improvements have been made in collaboration with the university so that the property can be occupied for the fall semester.

Non-performing loans are comprised of loans past due 90 days or more and other nonaccrual loans. Non-performing assets include non-performing loans, impaired investment securities, other real estate owned, and other assets which are primarily repossessed vehicles.

Deposits

(dollars in thousands)

	June 30, 2013					December 31, 2012
Regular savings accounts	$	13,115		2.34	%	$	11,583		2.18	%
Non-interest bearing		16,915		3.01	%		13,187		2.49	%
Interest-bearing		73,321		13.07	%		73,660		13.88	%
Money market accounts		217,861		38.82	%		202,388		38.14	%
Certificates of deposit		221,596		39.49	%		211,542		39.86	%
Brokered deposits		18,490		3.29	%		18,490		3.48	%
Premiums on brokered deposits		(136	)	-0.02	%		(159	)	-0.03	%
Total	$	561,162		100.00	%	$	530,691		100.00	%

Our independence from a traditional bricks and mortar branch structure permits us to offer competitive rates for interest-bearing accounts, as needed, in order to fund loan growth. As noted in the table above, total deposits increased $30.47 million, or 5.74%, to $561.16 million at June 30, 2013 from $530.69 million at December 31, 2012.

Investment Securities

The following table summarizes the book value and approximate fair value and distribution of our investment securities as of the dates indicated.

	June 30, 2013				December 31, 2012
	Amortized Cost		Approximate Fair Value		Amortized Cost		Approximate Fair Value
Securities available for sale:
U.S. government-sponsored enterprises	$	58,836	$	58,338	$	18,666	$	19,618
Municipals		45,926		46,463		39,999		42,540
Mortgage- and asset-backed securities – government-sponsored enterprises		55,433		55,060		75,782		77,489
Mortgage- and asset-backed securities – private labeled		1,595		1,522		2,696		2,453
Other securities		34,585		32,551		16,753		14,593
Total securities available for sale	$	196,375	$	193,934	$	153,896	$	156,693

At June 30, 2013, the portfolio included two trust preferred securities which are Collateralized Debt Obligations (“CDO”) backed by pools of debt securities issued by financial institutions: ALESCO IV and I-PreTSL I B-2 notes. During the third quarter of 2009, after analysis of the expected future cash flows and the timing of resumed interest payments, the Company determined that placing the ALESCO CDO on non-accrual status was the most prudent course of action. The Company stopped all accrual of interest and never capitalized any “payment in kind” (“PIK”) interest payments to the principal balance of the security. The Company intends to keep this security on non-accrual status until the scheduled interest payments resume on a regular basis and any previously recorded PIK has been paid. The PIK status of this security, among other factors, indicates potential OTTI and accordingly, we utilized an independent third party for the valuation of the CDOs as of June 30, 2013. Based on this valuation and our review of the assumptions and methodologies used, we believe the amortized costs recorded for our CDO investments accurately reflects the position of these securities at June 30, 2013.

Premises and Equipment

The Bank does not have branches and primarily leases its office space. In the past six months, the Company relocated its offices in Indianapolis, Indiana, opened an administrative office in Tempe, Arizona and acquired an office building with approximately 52,000 square feet of office space and related real estate in Fishers, Indiana from an unaffiliated third party for $4.08 million. The acquired property is for the current and future operations of the Bank. The Bank intends to use the Fishers property for some of its administrative operations and not as a branch. The remaining $1.87 million increase in premises and equipment for the period was for furniture, fixtures and equipment at the three new locations.

Shareholders’ Equity

Shareholders’ equity decreased to $61.18 million at June 30, 2013 compared to $61.35 million at December 31, 2012. This was the result of net income for the six months ended June 30, 2013 of $3.20 million, the issuance of common stock warrants valued at $0.26 million, the issuance of $0.06 million of deferred stock rights under the Directors Deferred Stock Plan, offset by an unrealized loss in other comprehensive loss of $3.40 million, and $0.29 million dividends declared on common stock.

At June 30, 2013, the Company and the Bank exceeded all applicable regulatory capital minimum requirements, and the Bank was considered “well-capitalized” under applicable regulations. We believe our capital resources are sufficient to meet our current and expected needs, including any cash dividends we may pay. However, if we continue to experience significant growth, we may require additional capital resources.

(dollars in thousands)	Actual					Minimum Capital Requirement					Minimum to be Well Capitalized Under Prompt Corrective Actions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of June 30, 2013:
Total capital (to risk-weighted assets)
Consolidated	$	61,178		13.69	%	$	49,197		8.0	%		N/A		N/A
Bank		62,668		12.96	%		49,135		8.0	%		61,419		10.0	%
Tier 1 capital (to risk-weighted assets)
Consolidated		58,068		11.98	%		24,598		4.0	%		N/A		N/A
Bank		57,141		11.82	%		24,568		4.0	%		36,851		6.0	%
Tier 1 capital (to average assets)
Consolidated		58,068		9.13	%		24,961		4.0	%		N/A		N/A
Bank		57,141		9.00	%		24,946		4.0	%		31,183		5.0	%

Liquidity and Capital Resources

The Company’s primary source of funds is dividends from the Bank, the declaration of which is subject to regulatory limits. The Company’s Board of Directors declared a cash dividend for the second quarter of 2013 of $0.06 per share of common stock payable July 15, 2013 to shareholders of record on July 1, 2013. The Company expects to continue to pay dividends on a quarterly basis; however, the declaration and amount of future dividends will be determined by the Board of Directors on the basis of financial condition, earnings, regulatory constraints and other factors. At June 30, 2013, the Company had $15.45 million in cash generally available for its cash needs.

At June 30, 2013, the Company had $209.38 million in cash and investment securities available for sale and $42.27 million in loans held for sale that were generally available for our cash needs compared to $189.21 million and $63.23 million at December 31, 2012, respectively. At June 30, 2013, the Company had the ability to borrow an additional $23.74 million in FHLB advances and correspondent bank fed funds line of credit draws.

At June 30, 2013, approved outstanding loan commitments, including unused lines of credit, amounted to $39.03 million compared to $33.60 million at December 31, 2012. Certificates of deposit scheduled to mature in one year or less at June 30, 2013, totaled $78.34 million. Generally, we believe that a majority of maturing deposits will remain with the Bank due to our competitive rates.

Critical Accounting Policies and Estimates

There have been no material changes in our critical accounting policies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012.

Future Accounting Pronouncements

Refer to Note 9 of the condensed consolidated financial statements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time period specified in SEC rules and forms. These controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating disclosure controls and procedures, we have recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Management is required to apply judgment in evaluating its controls and procedures.

We performed an evaluation under the supervision and with the participation of our management, including our principal executive and principal financial officers, to assess the effectiveness of the design and operation of our disclosure controls and procedures under the Exchange Act. Based on that evaluation, our management, including our principal executive and principal financial officers, concluded that our disclosure controls and procedures were effective as of June 30, 2013.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended June 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS.

We are not party to any material legal proceedings. From time to time, the Bank is a party to legal actions arising from its normal business activities.

ITEM 1A. RISK FACTORS.

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the second quarter of 2013, we issued a $3.0 million subordinated debenture and a warrant to purchase 48,750 shares of common stock to a single investor. None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering, and we believe the transactions were exempt from the registration requirements of the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) and Regulation D thereof, as transactions by an issuer not involving a public offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Unless otherwise indicated, all documents incorporated into this quarterly report on Form 10-Q by reference to a document filed with the SEC pursuant to the Exchange Act are located under SEC file number 1-35750.

Exhibit No.		Description
3.1		Articles of Incorporation of First Internet Bancorp (incorporated by reference to Exhibit 3.1 to registration statement on Form 10 filed November 30, 2012)
3.2		Amended and Restated Bylaws of First Internet Bancorp, as amended March 18, 2013 (incorporated by reference to Exhibit 3.2 to annual report on Form 10-K for the year ended December 31, 2012)
4.1		Warrant to purchase common stock dated June 28, 2013 (incorporated by reference to Exhibit 4.1 to current report on Form 8-K filed July 5, 2013)
10.1		First Internet Bancorp 2013 Equity Incentive Plan (incorporated by reference to Appendix A to definitive proxy statement on Schedule 14A filed April 9, 2013)*
10.2		Subordinated Debenture Purchase Agreement with Community BanCapital, L.P. dated June 28, 2013 (incorporated by reference to Exhibit 10.1 to current report on Form 8-K filed July 5, 2013)
10.3		Subordinated Debenture dated June 28, 2013 (incorporated by reference to Exhibit 10.2 to current report on Form 8-K filed July 5, 2013)
10.4		Form of Restricted Stock Award Agreement under 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to current report on Form 8-K filed July 26, 2013)*
31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1		Section 1350 Certifications

101.INS**		XBRL Instance Document

101.SCH**		XBRL Taxonomy Extension Schema

101.CAL**		XBRL Taxonomy Extension Calculation Linkbase

101.DEF**		XBRL Taxonomy Extension Definition Linkbase

101.LAB**		XBRL Taxonomy Extension Label Linkbase

101.PRE**		XBRL Taxonomy Extension Presentation Linkbase

* Management contract, compensatory plan or arrangement required to be filed as an exhibit.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized

		FIRST INTERNET BANCORP

Date: August 14, 2013	By	/s/ David B. Becker
		David B. Becker, Chief Executive Officer, President and Chairman

Date: August 14, 2013	By	/s/ Kay E. Whitaker
		Kay E. Whitaker, Senior Vice President-Finance, Chief Financial Officer and Secretary (Principal Financial Officer)

EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
3.1	Articles of Incorporation of First Internet Bancorp	Incorporated by Reference
3.2	Amended and Restated Bylaws of First Internet Bancorp, as amended March 18, 2013	Incorporated by Reference
4.1	Warrant to purchase common stock dated June 28, 2013	Incorporated by Reference
10.1	First Internet Bancorp 2013 Equity Incentive Plan filed on April 9, 2013	Incorporated by Reference
10.2	Subordinated Debenture Purchase Agreement with Community BanCapital, L.P. dated June 28, 2013	Incorporated by Reference
10.3	Subordinated Debenture dated June 28, 2013	Incorporated by Reference
10.4	Form of Restricted Stock Award Agreement under 2013 Equity Incentive Plan filed July 26, 2013	Incorporated by Reference
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer	Filed Electronically
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer	Filed Electronically
32.1	Section 1350 Certifications	Filed Electronically