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ISABELLA BANK Corp - Quarter Report: 2018 September (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
ý
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2018
or
¨
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from                      to                     
Commission File Number: 0-18415
 
Isabella Bank Corporation
(Exact name of registrant as specified in its charter)
 
Michigan
 
38-2830092
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
401 N. Main St, Mt. Pleasant, MI
 
48858
(Address of principal executive offices)
 
(Zip code)
(989) 772-9471
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
 
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.    ý  Yes    ¨  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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ý  Yes    ¨  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
¨
 
Accelerated filer
 
ý
 
 
 
 
 
Non-accelerated filer
 
¨  (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
 
 
 
 
 
 
 
 
 
Emerging growth company
 
¨
 
 
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     ¨  Yes    ý  No
The number of common shares outstanding of the registrant’s Common Stock (no par value) was 7,848,174 as of November 7, 2018.


Table of Contents

ISABELLA BANK CORPORATION
QUARTERLY REPORT ON FORM 10-Q
Table of Contents
 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
 
 
Item 3.
 
 
 
 
 
 
 
Item 4.
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
Item 1A.
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
 
 
Item 3.
 
 
 
 
 
 
 
Item 4.
 
 
 
 
 
 
 
Item 5.
 
 
 
 
 
 
 
Item 6.
 
 
 
 
 
 
 
 
 
 

2

Table of Contents

Forward Looking Statements
This report contains certain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended and Rule 3b-6 promulgated thereunder. We intend such forward looking statements to be covered by the safe harbor provisions for forward looking statements contained in the Private Securities Litigation Reform Act of 1995, and are included in this statement for purposes of these safe harbor provisions. Forward looking statements, which are based on certain assumptions and describe future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects include, but are not limited to, changes in: interest rates, general economic conditions, federal or state tax laws, monetary and fiscal policy, the quality or composition of the loan or investment portfolios, demand for loan products, fluctuation in the value of collateral securing our loan portfolio, deposit flows, competition, cyber-security risk, demand for financial services in our market area, and accounting principles, policies and guidelines. These risks and uncertainties should be considered in evaluating forward looking statements and undue reliance should not be placed on such statements. Further information concerning our business, including additional factors that could materially affect our financial results, is included in our filings with the SEC.
Glossary of Acronyms and Abbreviations
The acronyms and abbreviations identified below may be used throughout this Quarterly Report on Form 10-Q or in our other SEC filings. You may find it helpful to refer back to this page while reading this report.
ACL: Allowance for Credit Losses
 
GAAP: U.S. generally accepted accounting principles
AFS: Available-for-sale
 
GLB Act: Gramm-Leach-Bliley Act of 1999
ALLL: Allowance for loan and lease losses
 
IFRS: International Financial Reporting Standards
AOCI: Accumulated other comprehensive income
 
IRR: Interest rate risk
ASC: FASB Accounting Standards Codification
 
ISDA: International Swaps and Derivatives Association
ASU: FASB Accounting Standards Update
 
JOBS Act: Jumpstart our Business Startups Act
ATM: Automated Teller Machine
 
LIBOR: London Interbank Offered Rate
BHC Act: Bank Holding Company Act of 1956
 
N/A: Not applicable
CECL: Current Expected Credit Losses
 
N/M: Not meaningful
CFPB: Consumer Financial Protection Bureau
 
NASDAQ: NASDAQ Stock Market Index
CIK: Central Index Key
 
NASDAQ Banks: NASDAQ Bank Stock Index
CRA: Community Reinvestment Act
 
NAV: Net asset value
DIF: Deposit Insurance Fund
 
NOW: Negotiable order of withdrawal
DIFS: Department of Insurance and Financial Services
 
NSF: Non-sufficient funds
Directors Plan: Isabella Bank Corporation and Related Companies Deferred Compensation Plan for Directors
 
OCI: Other comprehensive income (loss)
Dividend Reinvestment Plan: Isabella Bank Corporation Stockholder Dividend Reinvestment Plan and Employee Stock Purchase Plan
 
OMSR: Originated mortgage servicing rights
Dodd-Frank Act: Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
 
OREO: Other real estate owned
ESOP: Employee Stock Ownership Plan
 
OTTI: Other-than-temporary impairment
Exchange Act: Securities Exchange Act of 1934
 
PBO: Projected benefit obligation
FASB: Financial Accounting Standards Board
 
PCAOB: Public Company Accounting Oversight Board
FDI Act: Federal Deposit Insurance Act
 
Rabbi Trust: A trust established to fund the Directors Plan
FDIC: Federal Deposit Insurance Corporation
 
SEC: U.S. Securities and Exchange Commission
FFIEC: Federal Financial Institutions Examinations Council
 
SOX: Sarbanes-Oxley Act of 2002
FRB: Federal Reserve Bank
 
Tax Act: Tax Cuts and Jobs Act, enacted December 22, 2017
FHLB: Federal Home Loan Bank
 
TDR: Troubled debt restructuring
Freddie Mac: Federal Home Loan Mortgage Corporation
 
XBRL: eXtensible Business Reporting Language
FTE: Fully taxable equivalent
 
 

3

Table of Contents

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)

September 30
2018
 
December 31
2017
ASSETS
 
 
 
Cash and cash equivalents
 
 
 
Cash and demand deposits due from banks
$
21,864

 
$
25,267

Interest bearing balances due from banks
26,688

 
5,581

Total cash and cash equivalents
48,552

 
30,848

AFS securities, at fair value
501,139

 
548,730

Equity securities, at fair value

 
3,577

Mortgage loans AFS
2,811

 
1,560

Loans
 
 
 
Commercial
668,915

 
634,759

Agricultural
129,232

 
128,269

Residential real estate
276,904

 
272,368

Consumer
64,879

 
56,123

Gross loans
1,139,930

 
1,091,519

Less allowance for loan and lease losses
8,100

 
7,700

Net loans
1,131,830

 
1,083,819

Premises and equipment
28,186

 
28,450

Corporate owned life insurance policies
27,547

 
27,026

Accrued interest receivable
7,669

 
7,063

Equity securities without readily determinable fair values
24,948

 
23,454

Goodwill and other intangible assets
48,473

 
48,547

Other assets
12,508

 
10,056

TOTAL ASSETS
$
1,833,663

 
$
1,813,130

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Deposits
 
 
 
Noninterest bearing
$
229,269

 
$
237,511

NOW accounts
235,529

 
231,666

Certificates of deposit under $250 and other savings
739,859

 
728,090

Certificates of deposit over $250
72,149

 
67,991

Total deposits
1,276,806

 
1,265,258

Borrowed funds
359,776

 
344,878

Accrued interest payable and other liabilities
8,545

 
8,089

Total liabilities
1,645,127

 
1,618,225

Shareholders’ equity
 
 
 
Common stock — no par value 15,000,000 shares authorized; issued and outstanding 7,830,940 shares (including 15,158 shares held in the Rabbi Trust) in 2018 and 7,857,293 shares (including 31,769 shares held in the Rabbi Trust) in 2017
139,480

 
140,277

Shares to be issued for deferred compensation obligations
5,339

 
5,502

Retained earnings
55,870

 
51,728

Accumulated other comprehensive income (loss)
(12,153
)
 
(2,602
)
Total shareholders’ equity
188,536

 
194,905

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
1,833,663

 
$
1,813,130



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

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Table of Contents

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Dollars in thousands except per share amounts)

Three Months Ended 
 September 30
 
Nine Months Ended 
 September 30
 
2018
 
2017
 
2018
 
2017
Interest income
 
 
 
 
 
 
 
Loans, including fees
$
12,833

 
$
11,297

 
$
36,205

 
$
32,102

AFS securities
 
 
 
 
 
 
 
Taxable
2,031

 
2,037

 
6,263

 
6,338

Nontaxable
1,301

 
1,406

 
4,014

 
4,234

Federal funds sold and other
254

 
236

 
771

 
661

Total interest income
16,419

 
14,976

 
47,253

 
43,335

Interest expense
 
 
 
 
 
 
 
Deposits
2,436

 
1,715

 
6,712

 
4,870

Borrowings
1,795

 
1,485

 
4,661

 
4,189

Total interest expense
4,231

 
3,200

 
11,373

 
9,059

Net interest income
12,188

 
11,776

 
35,880

 
34,276

Provision for loan losses
(76
)
 
49

 
636

 
85

Net interest income after provision for loan losses
12,264

 
11,727

 
35,244

 
34,191

Noninterest income
 
 
 
 
 
 
 
Service charges and fees
1,557

 
1,435

 
4,533

 
4,370

Net gain on sale of mortgage loans
171

 
153

 
339

 
507

Earnings on corporate owned life insurance policies
170

 
174

 
521

 
537

Net gains on sale of AFS securities

 

 

 
142

Other
965

 
936

 
2,693

 
2,546

Total noninterest income
2,863

 
2,698

 
8,086

 
8,102

Noninterest expenses
 
 
 
 
 
 
 
Compensation and benefits
5,845

 
5,293

 
17,018

 
15,667

Furniture and equipment
1,500

 
1,377

 
4,550

 
4,073

Occupancy
870

 
809

 
2,501

 
2,461

Other
2,857

 
2,660

 
7,883

 
7,396

Total noninterest expenses
11,072

 
10,139

 
31,952

 
29,597

Income before federal income tax expense
4,055

 
4,286

 
11,378

 
12,696

Federal income tax expense
359

 
750

 
887

 
2,180

NET INCOME
$
3,696

 
$
3,536

 
$
10,491

 
$
10,516

Earnings per common share
 
 
 
 
 
 
 
Basic
$
0.47

 
$
0.45

 
$
1.33

 
$
1.34

Diluted
$
0.46

 
$
0.44

 
$
1.30

 
$
1.31

Cash dividends per common share
$
0.26

 
$
0.26

 
$
0.78

 
$
0.76








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

5

Table of Contents

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(Dollars in thousands)

Three Months Ended 
 September 30
 
Nine Months Ended 
 September 30
 
2018
 
2017
 
2018
 
2017
Net income
$
3,696

 
$
3,536

 
$
10,491

 
$
10,516

Unrealized gains (losses) on AFS securities
 
 
 
 
 
 
 
Unrealized gains (losses) on AFS securities arising during the period
(2,513
)
 
(96
)
 
(12,548
)
 
4,151

Reclassification adjustment for net (gains) losses included in net income

 

 

 
(142
)
Tax effect (1)
522

 
54

 
2,648

 
(1,158
)
Unrealized gains (losses) on AFS securities, net of tax
(1,991
)
 
(42
)
 
(9,900
)
 
2,851

Unrealized gains (losses) on derivative instruments arising during the period
7

 
11

 
160

 
(33
)
Tax effect (1)
(2
)
 
(4
)
 
(34
)
 
11

Unrealized gains (losses) on derivative instruments, net of tax
5

 
7

 
126

 
(22
)
Other comprehensive income (loss), net of tax
(1,986
)
 
(35
)
 
(9,774
)
 
2,829

Comprehensive income
$
1,710

 
$
3,501

 
$
717

 
$
13,345

(1) 
See “Note 11 – Accumulated Other Comprehensive Income” for tax effect reconciliation.



















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

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Table of Contents

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
(Dollars in thousands except per share amounts)
 
Common Stock
 
 
 
 
 
 
 
 

Common Shares
Outstanding
 
Amount
 
Common Shares to be
Issued for
Deferred
Compensation
Obligations
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Totals
Balance, January 1, 2017
7,821,069

 
$
139,525

 
$
5,038

 
$
46,114

 
$
(2,778
)
 
$
187,899

Comprehensive income (loss)

 

 

 
10,516

 
2,829

 
13,345

Issuance of common stock
178,712

 
4,999

 

 

 

 
4,999

Common stock transferred from the Rabbi Trust to satisfy deferred compensation obligations

 
176

 
(176
)
 

 

 

Share-based payment awards under equity compensation plan

 

 
502

 

 

 
502

Common stock purchased for deferred compensation obligations

 
(327
)
 

 

 

 
(327
)
Common stock repurchased pursuant to publicly announced repurchase plan
(143,117
)
 
(4,005
)
 

 

 

 
(4,005
)
Cash dividends paid ($0.76 per common share)

 

 

 
(5,950
)
 

 
(5,950
)
Balance, September 30, 2017
7,856,664

 
$
140,368

 
$
5,364

 
$
50,680

 
$
51

 
$
196,463

Balance, January 1, 2018
7,857,293

 
$
140,277

 
$
5,502

 
$
51,728

 
$
(2,602
)
 
$
194,905

Comprehensive income (loss)

 

 

 
10,491

 
(9,774
)
 
717

Adoption of ASU 2016-01

 

 

 
(223
)
 
223

 

Issuance of common stock
189,074

 
5,093

 

 

 

 
5,093

Common stock transferred from the Rabbi Trust to satisfy deferred compensation obligations

 
612

 
(612
)
 

 

 

Share-based payment awards under equity compensation plan

 

 
449

 

 

 
449

Common stock purchased for deferred compensation obligations

 
(290
)
 

 

 

 
(290
)
Common stock repurchased pursuant to publicly announced repurchase plan
(215,427
)
 
(6,212
)
 

 

 

 
(6,212
)
Cash dividends paid ($0.78 per common share)

 

 

 
(6,126
)
 

 
(6,126
)
Balance, September 30, 2018
7,830,940

 
$
139,480

 
$
5,339

 
$
55,870

 
$
(12,153
)
 
$
188,536














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

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Table of Contents

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)

Nine Months Ended 
 September 30
 
2018
 
2017
OPERATING ACTIVITIES
 
 
 
Net income
$
10,491

 
$
10,516

Reconciliation of net income to net cash provided by operating activities:
 
 
 
Provision for loan losses
636

 
85

Impairment of foreclosed assets

 
2

Depreciation
2,198

 
2,163

Amortization of OMSR
165

 
257

Amortization of acquisition intangibles
74

 
91

Net amortization of AFS securities
1,432

 
1,614

Net unrealized (gains) losses on equity securities, at fair value
41

 

Net (gains) losses on sale of AFS securities

 
(142
)
Net (gains) losses on sale of equity securities, at fair value
(1
)
 

Net gain on sale of mortgage loans
(339
)
 
(507
)
Increase in cash value of corporate owned life insurance policies
(521
)
 
(537
)
Share-based payment awards under equity compensation plan
449

 
502

Origination of loans held-for-sale
(20,072
)
 
(28,436
)
Proceeds from loan sales
19,160

 
29,522

Net changes in operating assets and liabilities which provided (used) cash:
 
 
 
Accrued interest receivable
(606
)
 
(808
)
Other assets
(1,323
)
 
(1,491
)
Accrued interest payable and other liabilities
456

 
897

Net cash provided by (used in) operating activities
12,240

 
13,728

INVESTING ACTIVITIES
 
 
 
Activity in AFS securities
 
 
 
Sales

 
12,827

Maturities, calls, and principal payments
64,629

 
78,352

Purchases
(31,018
)
 
(83,471
)
Sale of equity securities, at fair value
3,537

 

Net loan principal (originations) collections
(48,862
)
 
(66,928
)
Proceeds from sales of foreclosed assets
201

 
203

Purchases of premises and equipment
(1,934
)
 
(1,610
)
Net cash provided by (used in) investing activities
(13,447
)
 
(60,627
)

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Table of Contents

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Dollars in thousands)
 
Nine Months Ended 
 September 30
 
2018
 
2017
FINANCING ACTIVITIES
 
 
 
Net increase (decrease) in deposits
$
11,548

 
$
21,022

Net increase (decrease) in borrowed funds
14,898

 
29,333

Cash dividends paid on common stock
(6,126
)
 
(5,950
)
Proceeds from issuance of common stock
5,093

 
4,999

Common stock repurchased
(6,212
)
 
(4,005
)
Common stock purchased for deferred compensation obligations
(290
)
 
(327
)
Net cash provided by (used in) financing activities
18,911

 
45,072

Increase (decrease) in cash and cash equivalents
17,704

 
(1,827
)
Cash and cash equivalents at beginning of period
30,848

 
22,894

Cash and cash equivalents at end of period
$
48,552


$
21,067

SUPPLEMENTAL CASH FLOWS INFORMATION:
 
 
 
Interest paid
$
11,249

 
$
9,000

Income taxes paid
$

 
$
2,470

SUPPLEMENTAL NONCASH INFORMATION:
 
 
 
Transfers of loans to foreclosed assets
$
215

 
$
214




















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

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Table of Contents

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands except per share amounts)
Note 1 – Basis of Presentation
As used in these notes, as well as in Management's Discussion and Analysis of Financial Condition and Results of Operations, references to “Isabella,” the “Corporation,” “we,” “our,” “us,” and similar terms refer to the consolidated entity consisting of Isabella Bank Corporation and its subsidiaries. Isabella Bank Corporation refers solely to the parent holding company, and Isabella Bank or the “Bank” refers to Isabella Bank Corporation’s subsidiary, Isabella Bank.
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. For further information, refer to our Annual Report on Form 10-K for the year ended December 31, 2017.
Our accounting policies are materially the same as those discussed in Note 1 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2017.
Reclassifications: Certain amounts reported in the interim 2017 consolidated financial statements have been reclassified to conform with the 2018 presentation.
Note 2 – Accounting Standards Updates
Recently Adopted Accounting Standards Updates
ASU No. 2014-09: “Revenue from Contracts with Customers”
In May 2014, ASU No. 2014-09 was issued and created new Topic 606 to provide a common revenue standard to achieve consistency and clarification to the revenue recognition principles. The guidance outlines steps to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. These steps consist of: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
The new authoritative guidance, as amended, was effective on January 1, 2018. We reviewed our contracts related to trust and investment services and those related to other noninterest income to determine if changes in income recognition were required as a result of this guidance. Implementation of this guidance did not have a significant impact on our operating results for the three and nine month periods ended September 30, 2018.
ASU No. 2016-01: “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities” and ASU No. 2018-03: “Technical Corrections and Improvements to Financial Instruments - Overall (Subtopic 825-10: Recognition and Measurement of Financial Assets and Financial Liabilities”
In January 2016, ASU No. 2016-01 was issued and sets forth the following: 1) requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income; 2) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment and requiring measurement of the investment at fair value when an impairment exists; 3) for public entities, eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; 4) for public entities, requires the use of exit price notion when measuring the fair value of financial instruments for disclosure purposes; 5) requires an entity to present separately in other comprehensive income, the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; 6) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements; and 7) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets.
The new authoritative guidance was effective for interim and annual periods beginning after December 15, 2017. As a result of this guidance, the change in the fair value of equity investments has been recorded in net income beginning on January 1, 2018.

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Equity securities are now recorded separately from AFS securities and are recorded at a fair value which approximates an exit price notion. Adoption of this guidance had an insignificant impact on our operations and its future impact will depend on the fair value of these investments at the future measurement dates. The disclosures related to equity investment securities reflect a fully retrospective presentation for comparative purposes.
For discussion of the fair value measurement of financial instruments, refer to “Note 12 – Fair Value”.
In February 2018, ASU No. 2018-03 was issued and sets forth correction or improvement amendments for specific issues that may arise within the scope of ASU 2016-01. These amendments have been adopted and did not have a significant impact on our operating results or financial statement disclosures.
ASU No. 2017-08: “Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities”
In March 2017, ASU No. 2017-08 amended the amortization period for certain purchased callable debt securities held at a premium. Under current GAAP, entities generally amortize the premium as an adjustment of yield over the contractual life of the instrument. The amendments in this update shorten the amortization period and require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity.
The new authoritative guidance is effective for interim and annual periods beginning after December 15, 2018 with early adoption permitted. The guidance has been adopted and did not have a significant impact on our operating results or financial statement disclosures.
ASU No. 2017-09: Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting”
In May 2017, ASU No. 2017-09 was issued and provided guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting under Topic 718. The current disclosure requirements in Topic 718 apply regardless of whether an entity is required to apply modification accounting under the amendments in this update. An entity should account for the effects of a modification unless all of the following are met:
1. The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification.
2. The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified.
3. The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified.
The new authoritative guidance was effective on January 1, 2018 and did not have a significant impact on our operating results or financial statement disclosures.
Pending Accounting Standards Updates
ASU No. 2016-02: “Leases (Topic 842)”
In February 2016, ASU No. 2016-02 was issued to create Topic 842 - Leases which will require recognition of lease assets and lease liabilities on the balance sheet for leases previously classified as operating leases. Accounting guidance is set forth for both lessee and lessor accounting. Under lessee accounting, a lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.
For finance leases, a lessee is required to do the following: 1) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position; 2) recognize interest on the lease liability separately from amortization of the right-of-use asset in the statement of comprehensive income; and 3) classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases, a lessee is required to do the following: 1) recognize a right-of-use asset and a lease liability, initially measured at the present value of the

11

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lease payments, in the statement of financial position; 2) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis; and 3) classify all cash payments within operating activities in the statement of cash flows.
The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The new authoritative guidance is effective for interim and annual periods beginning after December 15, 2018. We have and will continue to review our lease agreements to determine the appropriate treatment under this guidance. We do not expect these changes to have a significant impact on our operating results or financial statement disclosures.
In July 2018, ASU No. 2018-10 was issued and provided codification improvements for various leasing issues. Also during July 2018, ASU No. 2018-11 was issued for targeted improvements related to the transition of the new guidance. Both updates are effective with the implementation of ASU 2016-02 and are not expected to impact our operating results or financial statement disclosures.
ASU No. 2016-13: “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”
In June 2016, ASU No. 2016-13 was issued and updated the measurement for credit losses for AFS debt securities and assets measured at amortized cost which include loans, trade receivables, and any other financial assets with the contractual right to receive cash. Current GAAP requires an “incurred loss” methodology for recognizing credit losses that delays recognition until it is probable a loss has been incurred. Under the incurred loss approach, entities are limited to a probable initial recognition threshold when credit losses are measured under GAAP; an entity generally only considers past events and current conditions in measuring the incurred loss.
Under the new guidance, the incurred loss impairment methodology in current GAAP is replaced with a methodology that reflects current expected credit losses (CECL). This methodology requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances which applies to assets measured either collectively or individually.
The update allows an entity to revert to historical loss information that is reflective of the contractual term (considering the effect of prepayments) for periods that are beyond the time frame for which the entity is able to develop reasonable and supportable forecasts. In addition, the disclosures of credit quality indicators in relation to the amortized cost of financing receivables, a current disclosure requirement, are further disaggregated by year of origination (or vintage). The vintage information will be useful for financial statement users to better assess changes in underwriting standards and credit quality trends in asset portfolios over time and the effect of those changes on credit losses.
Overall, the update will allow entities the ability to measure expected credit losses without the restriction of incurred or probable losses that exist under current GAAP. For users of the financial statements, the update provides decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The new authoritative guidance is effective for interim and annual periods beginning after December 15, 2019 and may have a significant impact on our operations and financial statement disclosures as well as that of the banking industry as a whole.
We have invested a considerable amount of effort toward this guidance and will continue to invest considerable effort until its effective date. A committee was formed and has developed a road map to implementation, and the committee is accountable for timely and accurate adoption of the guidance. A company that has been focused on the ALLL for more than 10 years and serves hundreds of financial institutions has been engaged to provide us with education, advisory, and software solutions exclusively related to the ACL. We expect to run parallel processes during 2019, which will help to ensure we are ready to calculate, review, and report the ACL by the required implementation date.
ASU No. 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement”
In August 2018, ASU No. 2018-13 was issued and provided updated framework related to fair value disclosures. For entities required to make disclosures about recurring or nonrecurring fair value measurements, the update provides disclosure modifications which include the removal, modification and addition of specific disclosure requirements.

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The new authoritative guidance is effective for interim and annual periods beginning after December 15, 2019 and will impact our financial statement disclosures.
ASU No. 2018-14: “Compensation - Retirement Benefits - Defined Pension Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans”
In August 2018, ASU No. 2018-14 was issued and provided updated framework related to defined benefit plans. For employers that sponsor defined benefit pension or other postretirement plans, the update provides disclosure modifications which include the removal of six specific requirements, the addition of two specific requirements and clarification to existing requirements.
Disclosure additions include 1) the weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates; 2) an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period . Clarification items relate to 1) the projected benefit obligation (PBO) and fair value of plan assets for plans with PBOs in excess of plan assets; and 2) the accumulated benefit obligation (ABO) and fair value of plan assets for plans with ABOs in excess of plan assets.
The new authoritative guidance is effective for fiscal years ending after December 15, 2020, with early adoption permitted, and will likely impact our financial statement disclosures.
ASU No. 2018-15: “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”
In August 2018, ASU No. 2018-15 was issued and provided guidance on the accounting for implementation, setup, and
other upfront costs (collectively referred to as implementation costs) for entities that are a customer in a hosting arrangement that is a service contract. The guidance also provides clarification on requirements to capitalize implementation costs and the required accounting for expenses related to capitalization of implementation costs.
The new authoritative guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. The impact on our operating results and financial statement disclosures as a result of this update will depend upon our current and future arrangements and whether or not they meet the requirement to be capitalized.
Note 3 – AFS Securities
The amortized cost and fair value of AFS securities, with gross unrealized gains and losses, are as follows at:
 
September 30, 2018

Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
Government sponsored enterprises
$
184

 
$

 
$
4

 
$
180

States and political subdivisions
193,195

 
1,328

 
566

 
193,957

Auction rate money market preferred
3,200

 

 
92

 
3,108

Mortgage-backed securities
196,194

 
21

 
8,079

 
188,136

Collateralized mortgage obligations
120,096

 
17

 
4,355

 
115,758

Total
$
512,869

 
$
1,366

 
$
13,096

 
$
501,139

 
December 31, 2017

Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
Government sponsored enterprises
$
217

 
$

 
$
1

 
$
216

States and political subdivisions
204,131

 
4,486

 
143

 
208,474

Auction rate money market preferred
3,200

 

 
151

 
3,049

Mortgage-backed securities
210,757

 
390

 
2,350

 
208,797

Collateralized mortgage obligations
129,607

 
160

 
1,573

 
128,194

Total
$
547,912

 
$
5,036

 
$
4,218

 
$
548,730


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The amortized cost and fair value of AFS securities by contractual maturity at September 30, 2018 are as follows:
 
Maturing
 
Securities with Variable Monthly Payments or Noncontractual Maturities
 
 

Due in
One Year
or Less
 
After One
Year But
Within
Five Years
 
After Five
Years But
Within
Ten Years
 
After
Ten Years
 
 
Total
Government sponsored enterprises
$

 
$
184

 
$

 
$

 
$

 
$
184

States and political subdivisions
22,802

 
80,091

 
61,348

 
28,954

 

 
193,195

Auction rate money market preferred

 

 

 

 
3,200

 
3,200

Mortgage-backed securities

 

 

 

 
196,194

 
196,194

Collateralized mortgage obligations

 

 

 

 
120,096

 
120,096

Total amortized cost
$
22,802

 
$
80,275

 
$
61,348

 
$
28,954

 
$
319,490

 
$
512,869

Fair value
$
22,850

 
$
80,589

 
$
61,855

 
$
28,843

 
$
307,002

 
$
501,139

Expected maturities for government sponsored enterprises and states and political subdivisions may differ from contractual maturities because issuers may have the right to call or prepay obligations.
As the auction rate money market preferred stocks have continual call dates, they are not reported by a specific maturity group. Because of their variable monthly payments, mortgage-backed securities and collateralized mortgage obligations are not reported by a specific maturity group.
A summary of the sales activity of AFS securities was as follows for the:
 
Three Months Ended September 30
 
Nine Months Ended September 30
 
2018
 
2017
 
2018
 
2017
Proceeds from sales of AFS securities
$

 
$

 
$

 
$
12,827

Gross realized gains (losses)
$

 
$

 
$

 
$
142

Applicable income tax expense (benefit)
$

 
$

 
$

 
$
48

The following information pertains to AFS securities with gross unrealized losses at September 30, 2018 and December 31, 2017, aggregated by investment category and length of time that individual securities have been in a continuous loss position.
 
September 30, 2018
 
Less Than Twelve Months
 
Twelve Months or More
 
 

Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Total
Unrealized
Losses
Government sponsored enterprises
$
4

 
$
180

 
$

 
$

 
$
4

States and political subdivisions
566

 
41,972

 

 

 
566

Auction rate money market preferred

 

 
92

 
3,108

 
92

Mortgage-backed securities
2,780

 
89,602

 
5,299

 
96,985

 
8,079

Collateralized mortgage obligations
2,198

 
72,074

 
2,157

 
39,948

 
4,355

Total
$
5,548

 
$
203,828

 
$
7,548

 
$
140,041

 
$
13,096

Number of securities in an unrealized loss position:
 
 
164

 
 
 
37

 
201


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Table of Contents

 
December 31, 2017
 
Less Than Twelve Months
 
Twelve Months or More
 
 

Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Total
Unrealized
Losses
Government sponsored enterprises
$
1

 
$
216

 
$

 
$

 
$
1

States and political subdivisions
142

 
16,139

 
1

 
188

 
143

Auction rate money market preferred

 

 
151

 
3,049

 
151

Mortgage-backed securities
454

 
72,007

 
1,896

 
76,065

 
2,350

Collateralized mortgage obligations
701

 
76,435

 
872

 
25,308

 
1,573

Total
$
1,298

 
$
164,797

 
$
2,920

 
$
104,610

 
$
4,218

Number of securities in an unrealized loss position:
 
 
81

 
 
 
24

 
105

Unrealized losses on our AFS securities portfolio are the result of recent increases in intermediate-term and long-term benchmark interest rates and not credit issues.
As of September 30, 2018 and December 31, 2017, we conducted an analysis to determine whether any AFS securities currently in an unrealized loss position should be other-than-temporarily impaired. Such analyses considered, among other factors, the following criteria:
Has the value of the investment declined more than what is deemed to be reasonable based on a risk and maturity adjusted discount rate?
Is the investment credit rating below investment grade?
Is it probable the issuer will be unable to pay the amount when due?
Is it more likely than not that we will have to sell the security before recovery of its cost basis?
Has the duration of the investment been extended?
During the fourth quarter of 2016, we identified one municipal bond as other-than-temporarily impaired. While management estimated the OTTI to be realized, we also engaged the services of an independent investment valuation firm to estimate the amount of impairment as of December 31, 2016. The valuation calculated the estimated market value utilizing two different approaches:
1) Market - Appraisal and Comparable Investments
2) Income - Discounted Cash Flow Method
The two methods were then weighted, with a higher weighting applied to the Market approach, to determine the estimated impairment. As a result of this analysis, we reduced the carrying value to $230 which required us to recognize an OTTI of $770 in earnings for the year ended December 31, 2016. Based on internal analysis of this bond as of September 30, 2018, there was no additional OTTI recognized as of September 30, 2018 and the carrying value of this bond remained at $230.
Based on our analysis which included the criteria outlined above, the fact that we have asserted that we do not have the intent to sell AFS securities in an unrealized loss position, and considering it is unlikely that we will have to sell any AFS securities in an unrealized loss position before recovery of their cost basis, we do not believe that the values of any other AFS securities are other-than-temporarily impaired as of September 30, 2018 or December 31, 2017, with the exception of the one municipal bond discussed above.
Note 4 – Loans and ALLL
We grant commercial, agricultural, residential real estate, and consumer loans to customers situated primarily in Clare, Gratiot, Isabella, Mecosta, Midland, Montcalm, and Saginaw counties in Michigan. The ability of the borrowers to honor their repayment obligations is often dependent upon the real estate, agricultural, manufacturing, retail, gaming, tourism, health care, higher education, and general economic conditions of this region. Substantially all of our consumer and residential real estate loans are secured by various items of property, while commercial loans are secured primarily by real estate, business assets, and personal guarantees. Some loans are unsecured.
Loans that we have the intent and ability to hold in our portfolio are reported at their outstanding principal balance adjusted for any charge-offs, the ALLL, and any deferred fees or costs. Interest income is accrued over the term of the loan based on the principal amount outstanding. Loan origination fees and certain direct loan origination costs are capitalized and recognized as a component of interest income over the term of the loan using the level yield method.

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The accrual of interest on commercial, agricultural, and residential real estate loans is discontinued at the time the loan is 90 days or more past due unless the credit is well-secured and in the process of collection. Upon transferring loans to nonaccrual status, we perform an evaluation to determine the net realizable value of the underlying collateral. This evaluation is used to help determine if any charge-offs are necessary. Consumer loans are typically charged-off no later than 180 days past due. Past due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual status or charged-off at an earlier date if collection of principal or interest is considered doubtful.
For loans that are placed on nonaccrual status or charged-off, all interest accrued in the current calendar year, but not collected, is reversed against interest income while interest accrued in prior calendar years, but not collected, is charged against the ALLL. Loans may be returned to accrual status after six months of continuous performance and achievement of current payment status.
Commercial and agricultural loans include loans for commercial real estate, commercial operating loans, advances to mortgage brokers, farmland and agricultural production, and loans to states and political subdivisions. Repayment of these loans is dependent upon the successful operation and management of a business. We minimize our risk by limiting the amount of direct credit exposure to any one borrower to $15,000. Borrowers with direct credit needs of more than $15,000 are serviced through the use of loan participations with other commercial banks. Commercial and agricultural real estate loans commonly require loan-to-value limits of 80% or less. Depending upon the type of loan, past credit history, and current operating results, we may require the borrower to pledge accounts receivable, inventory, property, or equipment. Personal guarantees are generally required from the owners of closely held corporations, partnerships, and sole proprietorships. In addition, we may require annual financial statements, prepare cash flow analyses, and review credit reports.
We entered into a mortgage purchase program in 2016 with a financial institution where we participate in advances to mortgage brokers ("advances"). The mortgage brokers originate residential mortgage loans with the intent to sell them on the secondary market. We participate in the advance to the mortgage broker, which is secured by the underlying mortgage loan, until it is ultimately sold on the secondary market. As such, the average life of each participated advance is approximately 20-30 days. Funds from the sale of the loan are used to pay off our participation in the advance to the mortgage broker. We classify these advances as commercial loans and include the outstanding balance in commercial loans on our consolidated balance sheet. Under the participation agreement, we committed to a maximum outstanding aggregate amount of $30,000. The difference between our outstanding balances and the maximum outstanding aggregate amount is classified as “Unfunded commitments under lines of credit” in the “Contractual Obligations and Loan Commitments” section of the Management's Discussion and Analysis of Financial Condition and Results of Operations of this report.
We offer adjustable rate mortgages, construction loans, and fixed rate residential real estate loans which have amortization periods up to a maximum of 30 years. We consider the anticipated direction of interest rates, balance sheet duration, the sensitivity of our balance sheet to changes in interest rates, our liquidity needs, and overall loan demand to determine whether or not to sell fixed rate loans to Freddie Mac.
Our lending policies generally limit the maximum loan-to-value ratio on residential real estate loans to 100% of the lower of the appraised value of the property or the purchase price. Private mortgage insurance is typically required on loans with loan-to-value ratios in excess of 80% unless the loan qualifies for government guarantees.
Underwriting criteria for originated residential real estate loans generally include:
Evaluation of the borrower’s ability to make monthly payments.
Evaluation of the value of the property securing the loan.
Ensuring the payment of principal, interest, taxes, and hazard insurance does not exceed 28% of a borrower’s gross income.
Ensuring all debt servicing does not exceed 40% of income.
Verification of acceptable credit reports.
Verification of employment, income, and financial information.
Appraisals are performed by independent appraisers and reviewed for appropriateness. Generally, mortgage loan requests are reviewed by our mortgage loan committee or through a secondary market underwriting system; loans in excess of $500 require the approval of our Internal Loan Committee, the Executive Loan Committee, the Board of Directors’ Loan Committee, or the Board of Directors.
Consumer loans include secured and unsecured personal loans. Loans are amortized for a period of up to 15 years based on the age and value of the underlying collateral. The underwriting emphasis is on a borrower’s perceived intent and ability to pay rather than collateral value. No consumer loans are sold to the secondary market.

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The ALLL is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the ALLL when we believe the uncollectability of the loan balance is probable. Subsequent recoveries, if any, are credited to the ALLL.
The appropriateness of the ALLL is evaluated on a quarterly basis and is based upon a periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
The primary factors behind the determination of the level of the ALLL are specific allocations for impaired loans, historical loss percentages, as well as unallocated components. Specific allocations for impaired loans are primarily determined based on the difference between the loan’s outstanding balance and the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral, less cost to sell. Historical loss allocations are calculated at the loan class and segment levels based on a migration analysis of the loan portfolio, with the exception of advances to mortgage brokers, over the preceding five years. With no historical losses on advances to mortgage brokers, there is no allocation in the commercial segment displayed in the following tables. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.
A summary of changes in the ALLL and the recorded investment in loans by segments follows:
 
Allowance for Loan Losses
 
Three Months Ended September 30, 2018

Commercial
 
Agricultural
 
Residential Real Estate
 
Consumer
 
Unallocated
 
Total
July 1, 2018
$
2,197

 
$
982

 
$
2,167

 
$
882

 
$
1,972

 
$
8,200

Charge-offs
(7
)
 

 
(61
)
 
(111
)
 

 
(179
)
Recoveries
80

 

 
37

 
38

 

 
155

Provision for loan losses
(249
)
 
(200
)
 
239

 
93

 
41

 
(76
)
September 30, 2018
$
2,021

 
$
782

 
$
2,382

 
$
902

 
$
2,013

 
$
8,100

 
Allowance for Loan Losses

Nine Months Ended September 30, 2018

Commercial

Agricultural

Residential Real Estate

Consumer

Unallocated

Total
January 1, 2018
$
1,706


$
611


$
2,563


$
900


$
1,920


$
7,700

Charge-offs
(501
)



(100
)

(247
)



(848
)
Recoveries
284




162


166




612

Provision for loan losses
532


171


(243
)

83


93


636

September 30, 2018
$
2,021


$
782


$
2,382


$
902


$
2,013


$
8,100


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Allowance for Loan Losses and Recorded Investment in Loans
 
September 30, 2018

Commercial
 
Agricultural
 
Residential Real Estate
 
Consumer
 
Unallocated
 
Total
ALLL
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
481

 
$
193

 
$
1,400

 
$

 
$

 
$
2,074

Collectively evaluated for impairment
1,540

 
589

 
982

 
902

 
2,013

 
6,026

Total
$
2,021

 
$
782

 
$
2,382

 
$
902

 
$
2,013

 
$
8,100

Loans
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
8,858

 
$
15,057

 
$
7,429

 
$
10

 
 
 
$
31,354

Collectively evaluated for impairment
660,057

 
114,175

 
269,475

 
64,869

 
 
 
1,108,576

Total
$
668,915

 
$
129,232

 
$
276,904

 
$
64,879

 
 
 
$
1,139,930

 
Allowance for Loan Losses
 
Three Months Ended September 30, 2017

Commercial
 
Agricultural
 
Residential Real Estate
 
Consumer
 
Unallocated
 
Total
July 1, 2017
$
1,978

 
$
475

 
$
2,598

 
$
583

 
$
1,966

 
$
7,600

Charge-offs
(8
)
 

 
(77
)
 
(72
)
 

 
(157
)
Recoveries
134

 

 
41

 
33

 

 
208

Provision for loan losses
65

 
(40
)
 
(71
)
 
89

 
6

 
49

September 30, 2017
$
2,169

 
$
435

 
$
2,491

 
$
633

 
$
1,972

 
$
7,700

 
Allowance for Loan Losses
 
Nine Months Ended September 30, 2017

Commercial
 
Agricultural
 
Residential Real Estate
 
Consumer
 
Unallocated
 
Total
January 1, 2017
$
1,814

 
$
884

 
$
2,664

 
$
624

 
$
1,414

 
$
7,400

Charge-offs
(60
)
 

 
(120
)
 
(190
)
 

 
(370
)
Recoveries
322

 

 
140

 
123

 

 
585

Provision for loan losses
93

 
(449
)
 
(193
)
 
76

 
558

 
85

September 30, 2017
$
2,169

 
$
435

 
$
2,491

 
$
633

 
$
1,972

 
$
7,700

 
Allowance for Loan Losses and Recorded Investment in Loans
 
December 31, 2017

Commercial
 
Agricultural
 
Residential Real Estate
 
Consumer
 
Unallocated
 
Total
ALLL
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
650

 
$

 
$
1,480

 
$

 
$

 
$
2,130

Collectively evaluated for impairment
1,056

 
611

 
1,083

 
900

 
1,920

 
5,570

Total
$
1,706

 
$
611

 
$
2,563

 
$
900

 
$
1,920

 
$
7,700

Loans
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
8,099

 
$
10,598

 
$
7,939

 
$
17

 
 
 
$
26,653

Collectively evaluated for impairment
626,660

 
117,671

 
264,429

 
56,106

 
 
 
1,064,866

Total
$
634,759


$
128,269

 
$
272,368

 
$
56,123

 
 
 
$
1,091,519


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Table of Contents

The following tables display the credit quality indicators for commercial and agricultural credit exposures based on internally assigned credit risk ratings as of:
 
September 30, 2018
 
Commercial
 
Agricultural
 
 

Real Estate
 
Other
 
Advances to Mortgage Brokers
 
Total
 
Real Estate
 
Other
 
Total
 
Total
Rating
 
 
 
 
 
 
 
 
 
 
 
 

 
 
1 - Excellent
$
22

 
$
42

 
$

 
$
64

 
$
52

 
$
34

 
$
86

 
$
150

2 - High quality
4,518

 
17,255

 

 
21,773

 
2,947

 
630

 
3,577

 
25,350

3 - High satisfactory
125,083

 
39,794

 
15,631

 
180,508

 
19,137

 
7,631

 
26,768

 
207,276

4 - Low satisfactory
356,325

 
87,136

 

 
443,461

 
45,854

 
19,487

 
65,341

 
508,802

5 - Special mention
11,739

 
1,795

 

 
13,534

 
10,445

 
5,783

 
16,228

 
29,762

6 - Substandard
6,302

 
2,133

 

 
8,435

 
6,418

 
5,516

 
11,934

 
20,369

7 - Vulnerable
897

 
243

 

 
1,140

 
2,881

 
2,417

 
5,298

 
6,438

8 - Doubtful

 

 

 

 

 

 

 

9 - Loss

 

 

 

 

 

 

 

Total
$
504,886

 
$
148,398

 
$
15,631

 
$
668,915

 
$
87,734

 
$
41,498

 
$
129,232

 
$
798,147

 
December 31, 2017
 
Commercial
 
Agricultural
 
 

Real Estate
 
Other
 
Advances to Mortgage Brokers
 
Total
 
Real Estate
 
Other
 
Total
 
Total
Rating
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1 - Excellent
$
24

 
$
316

 
$

 
$
340

 
$

 
$
34

 
$
34

 
$
374

2 - High quality
8,402

 
12,262

 

 
20,664

 
2,909

 
1,024

 
3,933

 
24,597

3 - High satisfactory
131,826

 
46,668

 
12,081

 
190,575

 
21,072

 
8,867

 
29,939

 
220,514

4 - Low satisfactory
326,166

 
75,591

 

 
401,757

 
47,835

 
18,467

 
66,302

 
468,059

5 - Special mention
8,986

 
3,889

 

 
12,875

 
10,493

 
8,546

 
19,039

 
31,914

6 - Substandard
5,521

 
2,298

 

 
7,819

 
4,325

 
2,747

 
7,072

 
14,891

7 - Vulnerable
729

 

 

 
729

 
1,531

 
419

 
1,950

 
2,679

8 - Doubtful

 

 

 

 

 

 



9 - Loss

 

 

 

 

 

 

 

Total
$
481,654

 
$
141,024

 
$
12,081

 
$
634,759

 
$
88,165

 
$
40,104

 
$
128,269


$
763,028

Internally assigned credit risk ratings are reviewed, at a minimum, when loans are renewed or when management has knowledge of improvements or deterioration of the credit quality of individual credits. Descriptions of the internally assigned credit risk ratings for commercial and agricultural loans are as follows:
1. EXCELLENT – Substantially Risk Free
Credit has strong financial condition and solid earnings history, characterized by:
High liquidity, strong cash flow, low leverage.
Unquestioned ability to meet all obligations when due.
Experienced management, with management succession in place.
Secured by cash.
2. HIGH QUALITY – Limited Risk
Credit with sound financial condition and a positive trend in earnings supplemented by:
Favorable liquidity and leverage ratios.
Ability to meet all obligations when due.

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Table of Contents

Management with successful track record.
Steady and satisfactory earnings history.
If loan is secured, collateral is of high quality and readily marketable.
Access to alternative financing.
Well defined primary and secondary source of repayment.
If supported by guaranty, the financial strength and liquidity of the guarantor(s) are clearly evident.
3. HIGH SATISFACTORY – Reasonable Risk
Credit with satisfactory financial condition and further characterized by:
Working capital adequate to support operations.
Cash flow sufficient to pay debts as scheduled.
Management experience and depth appear favorable.
Loan performing according to terms.
If loan is secured, collateral is acceptable and loan is fully protected.
4. LOW SATISFACTORY – Acceptable Risk
Credit with bankable risks, although some signs of weaknesses are shown:
Would include most start-up businesses.
Occasional instances of trade slowness or repayment delinquency – may have been 10-30 days slow within the past year.
Management’s abilities are apparent yet unproven.
Weakness in primary source of repayment with adequate secondary source of repayment.
Loan structure generally in accordance with policy.
If secured, loan collateral coverage is marginal.
To be classified as less than satisfactory, only one of the following criteria must be met.
5. SPECIAL MENTION – Criticized
Credit constitutes an undue and unwarranted credit risk but not to the point of justifying a classification of substandard. The credit risk may be relatively minor yet constitutes an unwarranted risk in light of the circumstances surrounding a specific loan:
Downward trend in sales, profit levels, and margins.
Impaired working capital position.
Cash flow is strained in order to meet debt repayment.
Loan delinquency (30-60 days) and overdrafts may occur.
Shrinking equity cushion.
Diminishing primary source of repayment and questionable secondary source.
Management abilities are questionable.
Weak industry conditions.
Litigation pending against the borrower.
Loan may need to be restructured to improve collateral position or reduce payments.
Collateral or guaranty offers limited protection.
Negative debt service coverage, however the credit is well collateralized and payments are current.
6. SUBSTANDARD – Classified
Credit is inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged. There is a distinct possibility we will implement collection procedures if the loan deficiencies are not corrected. Any commercial loan placed on nonaccrual status will be rated "7" or worse. In addition, the following characteristics may apply:
Sustained losses have severely eroded the equity and cash flow.
Deteriorating liquidity.
Serious management problems or internal fraud.
Original repayment terms liberalized.
Likelihood of bankruptcy.
Inability to access other funding sources.
Reliance on secondary source of repayment.

20

Table of Contents

Litigation filed against borrower.
Interest non-accrual may be warranted.
Collateral provides little or no value.
Requires excessive attention of the loan officer.
Borrower is uncooperative with loan officer.
7. VULNERABLE – Classified
Credit is considered “Substandard” and warrants placing on nonaccrual status. Risk of loss is being evaluated and exit strategy options are under review. Other characteristics that may apply:
Insufficient cash flow to service debt.
Minimal or no payments being received.
Limited options available to avoid the collection process.
Transition status, expect action will take place to collect loan without immediate progress being made.
8. DOUBTFUL – Workout
Credit has all the weaknesses inherent in a “Substandard” loan with the added characteristic that collection and/or liquidation is pending. The possibility of a loss is extremely high, but its classification as a loss is deferred until liquidation procedures are completed, or reasonably estimable. Other characteristics that may apply:
Normal operations are severely diminished or have ceased.
Seriously impaired cash flow.
Original repayment terms materially altered.
Secondary source of repayment is inadequate.
Survivability as a “going concern” is impossible.
Collection process has begun.
Bankruptcy petition has been filed.
Judgments have been filed.
Portion of the loan balance has been charged-off.
9. LOSS – Charge-off
Credit is considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification is for charged-off loans but does not mean that the asset has absolutely no recovery or salvage value. These loans are further characterized by:
Liquidation or reorganization under Bankruptcy, with poor prospects of collection.
Fraudulently overstated assets and/or earnings.
Collateral has marginal or no value.
Debtor cannot be located.
Over 120 days delinquent.

21

Table of Contents

Our primary credit quality indicator for residential real estate and consumer loans is the individual loan’s past due aging. The following tables summarize the past due and current loans as of:
 
September 30, 2018
 
Accruing Interest
and Past Due:
 
 
 
Total Past Due and Nonaccrual
 
 
 
 

30-59
Days
 
60-89
Days
 
90 Days
or More
 
Nonaccrual
 
 
Current
 
Total
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
426

 
$

 
$

 
$
897

 
$
1,323

 
$
503,563

 
$
504,886

Commercial other
703

 
815

 

 
243

 
1,761

 
146,637

 
148,398

Advances to mortgage brokers

 

 

 

 

 
15,631

 
15,631

Total commercial
1,129

 
815

 

 
1,140

 
3,084

 
665,831

 
668,915

Agricultural
 
 
 
 
 
 
 
 
 
 
 
 
 
Agricultural real estate
70

 
23

 

 
2,881

 
2,974

 
84,760

 
87,734

Agricultural other
50

 
160

 
62

 
2,417

 
2,689

 
38,809

 
41,498

Total agricultural
120

 
183

 
62

 
5,298

 
5,663

 
123,569

 
129,232

Residential real estate
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior liens
1,261

 
458

 
212

 
698

 
2,629

 
233,325

 
235,954

Junior liens
9

 

 

 

 
9

 
6,157

 
6,166

Home equity lines of credit
465

 
34

 

 

 
499

 
34,285

 
34,784

Total residential real estate
1,735

 
492

 
212

 
698

 
3,137

 
273,767

 
276,904

Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured
66

 

 

 

 
66

 
60,956

 
61,022

Unsecured
2

 

 

 

 
2

 
3,855

 
3,857

Total consumer
68

 

 

 

 
68

 
64,811

 
64,879

Total
$
3,052

 
$
1,490

 
$
274

 
$
7,136

 
$
11,952

 
$
1,127,978

 
$
1,139,930


22

Table of Contents

 
December 31, 2017
 
Accruing Interest
and Past Due:
 
 
 
Total Past Due and Nonaccrual
 
 
 
 

30-59
Days
 
60-89
Days
 
90 Days
or More
 
Nonaccrual
 
 
Current
 
Total
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
295

 
$
325

 
$
54

 
$
729

 
$
1,403

 
$
480,251

 
$
481,654

Commercial other
1,069

 
28

 
18

 

 
1,115

 
139,909

 
141,024

Advances to mortgage brokers

 

 

 

 

 
12,081

 
12,081

Total commercial
1,364

 
353

 
72

 
729

 
2,518

 
632,241

 
634,759

Agricultural
 
 
 
 
 
 
 
 
 
 
 
 
 
Agricultural real estate
84

 
190

 

 
1,531

 
1,805

 
86,360

 
88,165

Agricultural other
39

 

 
104

 
419

 
562

 
39,542

 
40,104

Total agricultural
123

 
190

 
104

 
1,950

 
2,367

 
125,902

 
128,269

Residential real estate
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior liens
3,718

 
234

 
132

 
325

 
4,409

 
225,007

 
229,416

Junior liens
69

 
10

 

 
23

 
102

 
6,812

 
6,914

Home equity lines of credit
293

 

 
77

 

 
370

 
35,668

 
36,038

Total residential real estate
4,080

 
244

 
209

 
348

 
4,881

 
267,487

 
272,368

Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured
37

 
10

 
10

 

 
57

 
52,005

 
52,062

Unsecured
13

 

 

 

 
13

 
4,048

 
4,061

Total consumer
50

 
10

 
10

 

 
70

 
56,053

 
56,123

Total
$
5,617

 
$
797

 
$
395

 
$
3,027

 
$
9,836

 
$
1,081,683

 
$
1,091,519

Impaired Loans
Loans may be classified as impaired if they meet one or more of the following criteria:
1.
There has been a charge-off of its principal balance (in whole or in part);
2.
The loan has been classified as a TDR; or
3.
The loan is in nonaccrual status.
Impairment is measured on a loan-by-loan basis for commercial and agricultural loans by comparing the loan’s outstanding balance to the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral, less cost to sell, if the loan is collateral dependent. Large groups of smaller-balance, homogeneous loans are collectively evaluated for impairment. Large groups of smaller-balance, homogeneous residential real estate and consumer loans are collectively evaluated for impairment by comparing the loan’s unpaid principal balance to the present value of expected future cash flows discounted at the loan’s effective interest rate.

23

Table of Contents

We do not recognize interest income on impaired loans in nonaccrual status. For impaired loans not classified as nonaccrual, interest income is recognized daily, as earned, according to the terms of the loan agreement and the principal amount outstanding. The following is a summary of information pertaining to impaired loans as of:
 
September 30, 2018
 
December 31, 2017

Recorded Balance
 
Unpaid Principal Balance
 
Valuation Allowance
 
Recorded Balance
 
Unpaid Principal Balance
 
Valuation Allowance
Impaired loans with a valuation allowance
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
4,324

 
$
4,612

 
$
474

 
$
4,089

 
$
4,378

 
$
626

Commercial other
729

 
729

 
7

 
995

 
995

 
24

Agricultural real estate
950

 
950

 
148

 

 

 

Agricultural other
647

 
647

 
45

 

 

 

Residential real estate senior liens
7,361

 
7,903

 
1,398

 
7,816

 
8,459

 
1,473

Residential real estate junior liens
13

 
13

 
2

 
44

 
44

 
7

Total impaired loans with a valuation allowance
14,024

 
14,854

 
2,074

 
12,944

 
13,876

 
2,130

Impaired loans without a valuation allowance
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
2,451

 
2,525

 
 
 
1,791

 
1,865

 
 
Commercial other
1,354

 
1,398

 
 
 
1,224

 
1,224

 
 
Agricultural real estate
7,249

 
7,257

 
 
 
7,913

 
7,913

 
 
Agricultural other
6,211

 
6,211

 
 
 
2,685

 
2,685

 
 
Home equity lines of credit
55

 
355

 
 
 
79

 
379

 
 
Consumer secured
10

 
10

 
 
 
17

 
17

 
 
Total impaired loans without a valuation allowance
17,330

 
17,756

 
 
 
13,709

 
14,083

 
 
Impaired loans
 
 
 
 
 
 
 
 
 
 
 
Commercial
8,858

 
9,264

 
481

 
8,099

 
8,462

 
650

Agricultural
15,057

 
15,065

 
193

 
10,598

 
10,598

 

Residential real estate
7,429

 
8,271

 
1,400

 
7,939

 
8,882

 
1,480

Consumer
10

 
10

 

 
17

 
17

 

Total impaired loans
$
31,354

 
$
32,610

 
$
2,074

 
$
26,653

 
$
27,959

 
$
2,130


24

Table of Contents

The following is a summary of information pertaining to impaired loans for the:
 
Three Months Ended September 30
 
2018
 
2017

Average Recorded Balance
 
Interest Income Recognized
 
Average Recorded Balance
 
Interest Income Recognized
Impaired loans with a valuation allowance
 
 
 
 
 
 
 
Commercial real estate
$
4,195

 
$
14

 
$
4,636

 
$
68

Commercial other
778

 
16

 
1,669

 
28

Agricultural real estate
673

 
40

 

 

Agricultural other
324

 
45

 

 

Residential real estate senior liens
7,512

 
17

 
8,333

 
79

Residential real estate junior liens
18

 

 
73

 
1

Home equity lines of credit

 

 
35

 

Total impaired loans with a valuation allowance
13,500

 
132

 
14,746

 
176

Impaired loans without a valuation allowance
 
 
 
 
 
 
 
Commercial real estate
3,076

 
8

 
1,546

 
31

Commercial other
1,396

 
2

 
93

 
2

Agricultural real estate
7,193

 
137

 
7,830

 
98

Agricultural other
5,786

 
68

 
3,221

 
39

Home equity lines of credit
59

 

 
86

 
5

Consumer secured
11

 

 
19

 

Total impaired loans without a valuation allowance
17,521

 
215

 
12,795

 
175

Impaired loans
 
 
 
 
 
 
 
Commercial
9,445

 
40

 
7,944

 
129

Agricultural
13,976

 
290

 
11,051

 
137

Residential real estate
7,589

 
17

 
8,527

 
85

Consumer
11

 

 
19

 

Total impaired loans
$
31,021

 
$
347

 
$
27,541

 
$
351


25

Table of Contents

 
Nine Months Ended September 30
 
2018
 
2017

Average Recorded Balance
 
Interest Income Recognized
 
Average Recorded Balance
 
Interest Income Recognized
Impaired loans with a valuation allowance
 
 
 
 
 
 
 
Commercial real estate
$
4,739

 
$
118

 
$
4,765

 
$
225

Commercial other
1,263

 
55

 
1,363

 
75

Agricultural real estate
584

 
46

 

 

Agricultural other
108

 
45

 
22

 

Residential real estate senior liens
7,694

 
107

 
8,379

 
245

Residential real estate junior liens
29

 

 
75

 
2

Home equity lines of credit

 

 
23

 

Total impaired loans with a valuation allowance
14,417

 
371


14,627


547

Impaired loans without a valuation allowance
 
 
 
 
 
 
 
Commercial real estate
2,763

 
55

 
1,483

 
83

Commercial other
1,297

 
21

 
109

 
6

Agricultural real estate
7,600

 
414

 
5,936

 
218

Agricultural other
4,105

 
219

 
2,353

 
85

Home equity lines of credit
68

 
5

 
115

 
15

Consumer secured
13

 

 
22

 

Total impaired loans without a valuation allowance
15,846

 
714

 
10,018

 
407

Impaired loans
 
 
 
 
 
 
 
Commercial
10,062

 
249

 
7,720

 
389

Agricultural
12,397

 
724

 
8,311

 
303

Residential real estate
7,791

 
112

 
8,592

 
262

Consumer
13

 

 
22

 

Total impaired loans
$
30,263

 
$
1,085

 
$
24,645

 
$
954

We had committed to advance $299 and $472 in connection with impaired loans, which includes TDRs, as of September 30, 2018 and December 31, 2017, respectively.
Troubled Debt Restructurings
Loan modifications are considered to be TDRs when the modification includes terms outside of normal lending practices to a borrower who is experiencing financial difficulties.
Typical concessions granted include, but are not limited to:
Agreeing to interest rates below prevailing market rates for debt with similar risk characteristics.
Extending the amortization period beyond typical lending guidelines for loans with similar risk characteristics.
Agreeing to an interest only payment structure and delaying principal payments.
Forgiving principal.
Forgiving accrued interest.
To determine if a borrower is experiencing financial difficulties, factors we consider include:
The borrower is currently in default on any of their debt.
The borrower would likely default on any of their debt if the concession is not granted.
The borrower’s cash flow is insufficient to service all of their debt if the concession is not granted.
The borrower has declared, or is in the process of declaring, bankruptcy.
The borrower is unlikely to continue as a going concern (if the entity is a business).

26

Table of Contents

The following is a summary of information pertaining to TDRs granted for the:
 
Three Months Ended September 30
 
2018
 
2017

Number of Loans
 
Pre-Modification Recorded Investment
 
Post-Modification Recorded Investment
 
Number of Loans
 
Pre-Modification Recorded Investment
 
Post-Modification Recorded Investment
Commercial other

 
$

 
$

 
3

 
$
1,385

 
$
1,385

Agricultural other
7

 
1,327

 
1,327

 

 

 

Residential real estate
 
 
 
 
 
 
 
 
 
 
 
Senior liens
1

 
99

 
99

 
2

 
179

 
179

Junior liens

 

 

 

 

 

Total residential real estate
1

 
99

 
99

 
2

 
179

 
179

Consumer unsecured

 

 

 

 

 

Total
8

 
$
1,426

 
$
1,426

 
5

 
$
1,564

 
$
1,564

 
Nine Months Ended September 30
 
2018
 
2017

Number of Loans
 
Pre-Modification Recorded Investment
 
Post-Modification Recorded Investment
 
Number of Loans
 
Pre-Modification Recorded Investment
 
Post-Modification Recorded Investment
Commercial other
4

 
$
1,360

 
$
1,360

 
6

 
$
1,698

 
$
1,698

Agricultural other
22

 
5,718

 
5,694

 
7

 
5,445

 
5,445

Residential real estate
 
 
 
 
 
 
 
 
 
 
 
Senior liens
8

 
593

 
593

 
5

 
434

 
434

Junior liens

 

 

 
1

 
8

 
8

Total residential real estate
8

 
593

 
593

 
6

 
442

 
442

Consumer unsecured

 

 

 

 

 

Total
34

 
$
7,671

 
$
7,647

 
19

 
$
7,585

 
$
7,585

The following tables summarize concessions we granted to borrowers in financial difficulty for the:
 
Three Months Ended September 30
 
2018
 
2017

Below Market Interest Rate
 
Below Market Interest Rate and Extension of Amortization Period
 
Below Market Interest Rate
 
Below Market Interest Rate and Extension of Amortization Period
 
Number of Loans
 
Pre-Modification Recorded Investment
 
Number of Loans
 
Pre-Modification Recorded Investment
 
Number of Loans
 
Pre-Modification Recorded Investment
 
Number of Loans
 
Pre-Modification Recorded Investment
Commercial other

 
$

 

 
$

 

 
$

 
3

 
$
1,385

Agricultural other
5

 
476

 
2

 
851

 

 

 

 

Residential real estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior liens
1

 
99

 

 

 

 

 
2

 
179

Junior liens

 

 

 

 

 

 

 

Total residential real estate
1

 
99

 

 

 

 

 
2

 
179

Consumer unsecured

 

 

 

 

 

 

 

Total
6

 
$
575

 
2

 
$
851

 

 
$

 
5

 
$
1,564


27

Table of Contents


Nine Months Ended September 30

2018
 
2017

Below Market Interest Rate
 
Below Market Interest Rate and Extension of Amortization Period
 
Below Market Interest Rate
 
Below Market Interest Rate and Extension of Amortization Period
 
Number of Loans
 
Pre-Modification Recorded Investment
 
Number of Loans
 
Pre-Modification Recorded Investment
 
Number of Loans
 
Pre-Modification Recorded Investment
 
Number of Loans
 
Pre-Modification Recorded Investment
Commercial other
1

 
$
174

 
3

 
$
1,186

 

 
$

 
6

 
$
1,698

Agricultural other
12

 
2,345

 
10

 
3,373

 
4

 
1,349

 
3

 
4,096

Residential real estate


 


 


 


 


 


 


 


Senior liens
2

 
155

 
6

 
438

 

 

 
5

 
434

Junior liens

 

 

 

 
1

 
8

 

 

Total residential real estate
2

 
155

 
6

 
438

 
1

 
8

 
5

 
434

Consumer unsecured

 

 

 

 

 

 

 

Total
15

 
$
2,674

 
19

 
$
4,997

 
5

 
$
1,357

 
14

 
$
6,228

We did not restructure any loans by forgiving principal or accrued interest in the three and nine month periods ended September 30, 2018 or 2017.
Based on our historical loss experience, losses associated with TDRs are not significantly different than other impaired loans within the same loan segment. As such, TDRs, including TDRs that have been modified in the past 12 months that subsequently defaulted, are analyzed in the same manner as other impaired loans within their respective loan segment.
We had no loans that defaulted in the three and nine month periods ended September 30, 2018 and 2017 which were modified within 12 months prior to the default date.
The following is a summary of TDR loan balances as of:
 
September 30, 2018
 
December 31, 2017
TDRs
$
28,010

 
$
26,197

Note 5 – Equity Securities Without Readily Determinable Fair Values
Included in equity securities without readily determinable fair values are restricted securities, which are carried at cost, and investments in unconsolidated entities accounted for under the equity method of accounting.
Equity securities without readily determinable fair values consist of the following as of:

September 30
2018
 
December 31
2017
FHLB Stock
$
15,050

 
$
13,700

Corporate Settlement Solutions, LLC
7,565

 
7,421

FRB Stock
1,999

 
1,999

Other
334

 
334

Total
$
24,948

 
$
23,454


28

Table of Contents

Note 6 – Borrowed Funds
Borrowed funds consist of the following obligations as of:
 
September 30, 2018
 
December 31, 2017

Amount
 
Rate
 
Amount
 
Rate
FHLB advances
$
320,000

 
2.17
%
 
$
290,000

 
1.94
%
Securities sold under agreements to repurchase without stated maturity dates
39,776

 
0.10
%
 
54,878

 
0.12
%
Total
$
359,776

 
1.94
%
 
$
344,878

 
1.65
%
FHLB advances are collateralized by a blanket lien on all qualified 1-4 family residential real estate loans, specific AFS securities, and FHLB stock.
The following table lists the maturities and weighted average interest rates of FHLB advances as of:
 
September 30, 2018
 
December 31, 2017

Amount
 
Rate
 
Amount
 
Rate
Fixed rate due 2018
$
20,000

 
1.86
%
 
$
70,000

 
1.96
%
Fixed rate due 2019
100,000

 
1.94
%
 
85,000

 
1.87
%
Fixed rate due 2020
55,000

 
2.18
%
 
35,000

 
1.80
%
Fixed rate due 2021
50,000

 
1.91
%
 
50,000

 
1.91
%
Variable rate due 2021 (1)
10,000

 
2.62
%
 
10,000

 
1.72
%
Fixed rate due 2022
20,000

 
1.97
%
 
20,000

 
1.97
%
Fixed rate due 2023
35,000

 
3.17
%
 
10,000

 
3.90
%
Fixed rate due 2024
20,000

 
2.96
%
 

 
%
Fixed rate due 2026
10,000

 
1.17
%
 
10,000

 
1.17
%
Total
$
320,000

 
2.17
%
 
$
290,000

 
1.94
%
(1) 
Hedged advance (see "Derivative Instruments" section below)
Securities sold under agreements to repurchase are classified as secured borrowings and are reflected at the amount of cash received in connection with the transaction. The securities underlying the agreements have a carrying value and a fair value of $39,795 and $54,898 at September 30, 2018 and December 31, 2017, respectively. Such securities remain under our control. We may be required to provide additional collateral based on the fair value of underlying securities.
Securities sold under repurchase agreements without stated maturity dates, federal funds purchased, and FRB Discount Window advances generally mature within one to four days from the transaction date. The following tables provide a summary of securities sold under repurchase agreements without stated maturity dates and federal funds purchased. We had no FRB Discount Window advances during the three and nine month periods ended September 30, 2018.
 
Three Months Ended September 30
 
2018
 
2017
 
Maximum Month End Balance
 
Average Balance
 
Weighted Average Interest Rate During the Period
 
Maximum Month End Balance
 
Average Balance
 
Weighted Average Interest Rate During the Period
Securities sold under agreements to repurchase without stated maturity dates
$
40,346

 
$
34,886

 
0.09
%
 
$
58,464

 
$
53,846

 
0.13
%
Federal funds purchased

 
1,375

 
1.90
%
 
3,815

 
1,474

 
1.20
%
FRB Discount Window

 

 
%
 

 
82

 
1.60
%

29

Table of Contents

 
Nine Months Ended September 30
 
2018
 
2017
 
Maximum Month End Balance
 
Average Balance
 
Weighted Average Interest Rate During the Period
 
Maximum Month End Balance
 
Average Balance
 
Weighted Average Interest Rate During the Period
Securities sold under agreements to repurchase without stated maturity dates
$
40,346

 
$
34,608

 
0.14
%
 
$
58,464

 
$
55,051

 
0.13
%
Federal funds purchased
16,200

 
5,000

 
2.52
%
 
5,965

 
3,280

 
1.13
%
FRB Discount Window

 

 
%
 

 
57

 
1.54
%
We had pledged AFS securities and 1-4 family residential real estate loans in the following amounts at:

September 30
2018
 
December 31
2017
Pledged to secure borrowed funds
$
432,217

 
$
410,988

Pledged to secure repurchase agreements
39,795

 
54,898

Pledged for public deposits and for other purposes necessary or required by law
33,978

 
27,976

Total
$
505,990

 
$
493,862

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

September 30
2018
 
December 31
2017
States and political subdivisions
$
7,045

 
$
7,332

Mortgage-backed securities
7,450

 
13,199

Collateralized mortgage obligations
25,300

 
34,367

Total
$
39,795

 
$
54,898

AFS securities pledged to repurchase agreements are monitored to ensure the appropriate level is collateralized. In the event of maturities, calls, significant principal repayments, or significant decline in market values, we have an adequate level of AFS securities to pledge to satisfy required collateral.
As of September 30, 2018, we had the ability to borrow up to an additional $128,606, based on assets pledged as collateral. We had no investment securities that were restricted to be pledged for specific purposes.
Derivative Instruments
We enter into interest rate swaps to manage exposure to interest rate risk and variability in cash flows. The interest rate swaps, associated with our variable rate borrowings, are designated upon inception as cash flow hedges of forecasted interest payments. We enter into LIBOR-based interest rate swaps that involve the receipt of variable amounts in exchange for fixed rate payments, in effect converting variable rate debt to fixed rate debt.
Cash flow hedges are assessed for effectiveness using regression analysis. The effective portion of changes in fair value are recorded in OCI and subsequently reclassified into interest expense in the same period in which the related interest on the variable rate borrowings affects earnings. In the event that a portion of the changes in fair value were determined to be ineffective, the ineffective amount would be recorded in earnings.
The following tables provide information on derivatives related to variable rate borrowings as of:
 
September 30, 2018
 
Pay Rate
 
Receive Rate
 
Remaining Life (Years)
 
Notional Amount
 
Balance Sheet Location
 
Fair Value
Derivatives designated as hedging instruments
 
 
 
 
 
 
 
 
 
 
 
Cash Flow Hedges:
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps
1.56
%
 
3-Month LIBOR
 
2.6
 
$
10,000

 
Other Assets
 
$
451


30

Table of Contents

 
December 31, 2017
 
Pay Rate
 
Receive Rate
 
Remaining Life (Years)
 
Notional Amount
 
Balance Sheet Location
 
Fair Value
Derivatives designated as hedging instruments
 
 
 
 
 
 
 
 
 
 
 
Cash Flow Hedges:
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps
1.56
%
 
3-Month LIBOR
 
3.3
 
$
10,000

 
Other Assets
 
$
291

Derivatives contain an element of credit risk which arises from the possibility that we will incur a loss as a result of a counterparty failing to meet its contractual obligations. Credit risk is minimized through counterparty collateral, transaction limits and monitoring procedures. We also manage dealer credit risk by entering into interest rate derivatives only with primary and highly rated counterparties, the use of ISDA master agreements, and the use of counterparty limits. We do not anticipate any losses from failure of interest rate derivative counterparties to honor their obligations.
Note 7 – Revenue
Our revenue is comprised primarily of interest income, service charges and fees, gains on the sale of loans and AFS securities, earnings on corporate owned life insurance policies, and other noninterest income. Other noninterest income is typically service and performance driven in nature and comprised primarily of trust and brokerage advisory fees. We recognize revenue, excluding interest income, in accordance with ASC 606, Revenue From Contracts with Customers. Revenue is recognized when our performance obligation has been satisfied according to our contractual obligation.
We record receivables when revenue is unpaid and collectability is reasonably assured. Accounts receivable balances primarily represent amounts due from customers for which revenue has been recognized. Accounts receivable balances are recorded in the consolidated balance sheets in accrued interest receivable and other assets. For the three and nine month periods ended September 30, 2018 and 2017, we satisfied our performance obligations pursuant to contracts with customers. As a result, we have not recorded any contract assets or liabilities. We estimate no returns or allowances for the three and nine month periods ended September 30, 2018 and 2017.
Our contracts with customers define our performance obligations with clearly established pricing which did not require us to allocate or disaggregate revenue by performance obligation. A summary of revenue recognized for each major category of contracts with customers, subject to ASC 606, is as follows for the:
 
Three Months Ended 
 September 30
 
Nine Months Ended 
 September 30

2018
 
2017
 
2018
 
2017
Debit card income
$
600

 
$
579

 
$
1,809

 
$
1,703

Trust service fees
562

 
560

 
1,628

 
1,471

Brokerage advisory fees
186

 
164

 
516

 
490

Service charges and fees related to deposit accounts
83

 
88

 
250

 
259

Total
$
1,431

 
$
1,391

 
$
4,203

 
$
3,923

A large portion of our revenue consists of interest income which is not subject to the requirements set forth in ASC 606. This recently adopted guidance required us to review our other noninterest revenue sources within the scope of the guidance to ensure appropriate recognition of revenue from contracts with customers. This review process did not identify significant changes related to revenue recognition. As such, we did not record or disclose transactions related to the adoption of this guidance.

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Table of Contents

Note 8 – Other Noninterest Expenses
A summary of expenses included in other noninterest expenses is as follows for the:

Three Months Ended 
 September 30
 
Nine Months Ended 
 September 30
 
2018
 
2017
 
2018
 
2017
Audit and related fees
$
353

 
$
322

 
$
813

 
$
757

Consulting fees
189

 
259

 
798

 
672

ATM and debit card fees
246

 
253

 
712

 
873

Loan underwriting fees
339

 
237

 
653

 
546

Director fees
212

 
212

 
643

 
634

Marketing costs
285

 
172

 
544

 
361

FDIC insurance premiums
185

 
172

 
505

 
480

Donations and community relations
141

 
190

 
502

 
488

Education and travel
130

 
143

 
346

 
332

Printing and supplies
131

 
110

 
336

 
320

Postage and freight
108

 
85

 
330

 
304

All other
538

 
505

 
1,701

 
1,629

Total other
$
2,857

 
$
2,660

 
$
7,883

 
$
7,396

Note 9 – Federal Income Taxes
The reconciliation of the provision for federal income taxes and the amount computed at the federal statutory tax rate of income before federal income tax expense, which has significantly changed as a result of the Tax Act, is as follows for the:

Three Months Ended 
 September 30
 
Nine Months Ended 
 September 30
 
2018
 
2017
 
2018
 
2017
Income taxes at statutory rate (21% in 2018 and 34% in 2017)
$
851

 
$
1,458

 
$
2,389

 
$
4,317

Effect of nontaxable income
 
 
 
 
 
 
 
Interest income on tax exempt municipal securities
(259
)
 
(452
)
 
(797
)
 
(1,361
)
Earnings on corporate owned life insurance policies
(35
)
 
(60
)
 
(109
)
 
(183
)
Effect of tax credits
(200
)
 
(186
)
 
(601
)
 
(566
)
Other
(6
)
 
(18
)
 
(25
)
 
(54
)
Total effect of nontaxable income
(500
)
 
(716
)
 
(1,532
)
 
(2,164
)
Effect of nondeductible expenses
8

 
8

 
30

 
27

Federal income tax expense
$
359

 
$
750

 
$
887

 
$
2,180


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Table of Contents

Note 10 – Computation of Earnings Per Common Share
Basic earnings per common share represents income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued. Potential common shares that may be issued relate solely to outstanding shares in the Directors Plan.
 
Three Months Ended 
 September 30
 
Nine Months Ended 
 September 30

2018
 
2017
 
2018
 
2017
Average number of common shares outstanding for basic calculation
7,851,448

 
7,848,317

 
7,876,941

 
7,839,172

Average potential effect of common shares in the Directors Plan (1)
200,597

 
192,572

 
199,488

 
191,548

Average number of common shares outstanding used to calculate diluted earnings per common share
8,052,045

 
8,040,889

 
8,076,429

 
8,030,720

Net income
$
3,696

 
$
3,536

 
$
10,491

 
$
10,516

Earnings per common share
 
 
 
 
 
 
 
Basic
$
0.47

 
$
0.45

 
$
1.33

 
$
1.34

Diluted
$
0.46

 
$
0.44

 
$
1.30

 
$
1.31

(1) 
Exclusive of shares held in the Rabbi Trust
Note 11 – Accumulated Other Comprehensive Income
The following tables summarize the changes in AOCI by component for the:
 
Three Months Ended September 30
 
2018
 
2017

Unrealized
Holding Gains
(Losses) on
AFS
Securities
 
Unrealized
Gains
(Losses) on Derivative Instruments
 
Defined
Benefit
Pension Plan
 
Total
 
Unrealized
Holding Gains
(Losses) on
AFS
Securities
 
Unrealized
Gains
(Losses) on Derivative Instruments
 
Defined
Benefit
Pension Plan
 
Total
Balance, July 1
$
(7,295
)
 
$
351

 
$
(3,223
)
 
$
(10,167
)
 
$
2,923

 
$
135

 
$
(2,972
)
 
$
86

OCI before reclassifications
(2,513
)
 
7

 

 
(2,506
)
 
(96
)
 
11

 

 
(85
)
Amounts reclassified from AOCI

 

 

 

 

 

 

 

Subtotal
(2,513
)

7



 
(2,506
)
 
(96
)

11



 
(85
)
Tax effect
522

 
(2
)
 

 
520

 
54

 
(4
)
 

 
50

OCI, net of tax
(1,991
)
 
5

 

 
(1,986
)
 
(42
)

7




(35
)
Balance, September 30
$
(9,286
)
 
$
356

 
$
(3,223
)
 
$
(12,153
)
 
$
2,881


$
142


$
(2,972
)

$
51


33

Table of Contents

 
Nine Months Ended September 30
 
2018
 
2017

Unrealized
Holding Gains
(Losses) on
AFS
Securities
 
Unrealized
Gains
(Losses) on Derivative Instruments
 
Defined
Benefit
Pension Plan
 
Total
 
Unrealized
Holding Gains
(Losses) on
AFS
Securities
 
Unrealized
Gains
(Losses) on Derivative Instruments
 
Defined
Benefit
Pension Plan
 
Total
Balance, January 1
$
391

 
$
230

 
$
(3,223
)
 
$
(2,602
)
 
$
30

 
$
164

 
$
(2,972
)
 
$
(2,778
)
OCI before reclassifications
(12,548
)
 
160

 

 
(12,388
)
 
4,151

 
(33
)
 

 
4,118

Amounts reclassified from AOCI

 

 

 

 
(142
)
 

 

 
(142
)
Subtotal
(12,548
)
 
160

 

 
(12,388
)
 
4,009

 
(33
)
 

 
3,976

Tax effect
2,648

 
(34
)
 

 
2,614

 
(1,158
)
 
11

 

 
(1,147
)
OCI, net of tax
(9,900
)
 
126

 

 
(9,774
)
 
2,851


(22
)



2,829

Adoption of ASU 2016-01
223

 

 

 
223

 

 

 

 

Balance, September 30
$
(9,286
)
 
$
356

 
$
(3,223
)
 
$
(12,153
)
 
$
2,881

 
$
142

 
$
(2,972
)
 
$
51

Included in OCI for the three and nine month period ended September 30, 2018 are changes in unrealized holding gains and losses related to auction rate money market preferred stocks. For the three and nine month periods ended September 30, 2017, OCI includes changes in unrealized holding gains and losses related to auction rate money market preferred stocks and preferred stocks. For federal income tax purposes, these securities are considered equity investments. As such, no deferred federal income taxes related to unrealized holding gains or losses are expected or recorded.
A summary of the components of unrealized holding gains on AFS securities included in OCI follows for the:
 
Three Months Ended September 30
 
2018
 
2017

Auction Rate Money Market Preferred Stocks
 
All Other AFS Securities
 
Total
 
Auction Rate Money Market Preferred and Preferred Stocks
 
All Other AFS Securities
 
Total
Unrealized gains (losses) arising during the period
$
(27
)
 
$
(2,486
)
 
$
(2,513
)
 
$
63

 
$
(159
)
 
$
(96
)
Reclassification adjustment for net (gains) losses included in net income

 

 

 

 

 

Net unrealized gains (losses)
(27
)
 
(2,486
)
 
(2,513
)
 
63

 
(159
)
 
(96
)
Tax effect

 
522

 
522

 

 
54

 
54

Unrealized gains (losses), net of tax
$
(27
)
 
$
(1,964
)
 
$
(1,991
)
 
$
63

 
$
(105
)
 
$
(42
)

34

Table of Contents

 
Nine Months Ended September 30
 
2018
 
2017

Auction Rate Money Market Preferred Stocks
 
All Other AFS Securities
 
Total
 
Auction Rate Money Market Preferred and Preferred Stocks
 
All Other AFS Securities
 
Total
Unrealized gains (losses) arising during the period
$
59

 
$
(12,607
)
 
$
(12,548
)
 
$
604

 
$
3,547

 
$
4,151

Reclassification adjustment for net (gains) losses included in net income

 

 
$

 

 
(142
)
 
$
(142
)
Net unrealized gains (losses)
59

 
(12,607
)
 
(12,548
)
 
604

 
3,405

 
4,009

Tax effect

 
2,648

 
2,648

 

 
(1,158
)
 
(1,158
)
Unrealized gains (losses), net of tax
$
59

 
$
(9,959
)
 
$
(9,900
)
 
$
604


$
2,247


$
2,851

Note 12 – Fair Value
Under fair value measurement and disclosure authoritative guidance, we group assets and liabilities measured at fair value into three levels, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value, based on the prioritization of inputs in the valuation techniques. These levels are:
Level 1:
Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2:
Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model based valuation techniques for which all significant assumptions are observable in the market.
Level 3:
Valuation is generated from model based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability.
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. Transfers between measurement levels are recognized at the end of reporting periods.
Fair value measurement requires the use of an exit price notion which may differ from entrance pricing. Generally we believe our assets and liabilities classified as Level 1 or Level 2 approximate an exit price notion.
Following is a description of the valuation methodologies, key inputs, and an indication of the level of the fair value hierarchy in which the assets or liabilities are classified.
AFS securities: AFS securities are recorded at fair value on a recurring basis. Level 1 fair value measurement is based upon quoted prices for identical instruments. Level 2 fair value measurement is based upon quoted prices for similar instruments. If quoted prices are not available, fair values are measured using independent pricing models or other model based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss and liquidity assumptions. The values for Level 1 and Level 2 investment securities are generally obtained from an independent third party. On a quarterly basis, we compare the values provided to alternative pricing sources.
Equity securities, at fair value: Equity securities are recorded at fair value on a recurring basis. Level 1 fair value measurement is based upon quoted prices for identical instruments. The values for Level 1 investment securities are generally obtained from an independent third party. On a quarterly basis, we compare the values provided to alternative pricing sources.
Loans: We do not record loans at fair value on a recurring basis. However, from time-to-time, loans are classified as impaired and a specific allowance for loan losses may be established. Loans for which it is probable that payment of interest and principal will be significantly different than the contractual terms of the original loan agreement are considered impaired. Once a loan is identified as impaired, we measure the estimated impairment. The fair value of impaired loans is estimated using one of several methods, including the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral, less costs to sell, if the loan is collateral dependent. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans.

35

Table of Contents

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

September 30, 2018
Valuation Technique
Fair Value
Unobservable Input
 
Actual Range
 
 
Discount applied to collateral:
 
 
 
 
Real Estate
 
20% - 30%
 
 
Equipment
 
20% - 40%
 
 
Cash crop inventory
 
30% - 40%
Discounted value
$29,280
Livestock
 
30%
 
 
Other inventory
 
50% - 75%
 
 
Accounts receivable
 
25% - 50%
 
 
Liquor license
 
75%
 
 
Furniture, fixtures & equipment
 
35% - 45%

December 31, 2017
Valuation Technique
Fair Value
Unobservable Input
 
Actual Range
 
 
Discount applied to collateral:
 
 
 
 
Real Estate
 
20% - 30%
 
 
Equipment
 
20% - 35%
 
 
Cash crop inventory
 
30% - 40%
Discounted value
$15,956
Livestock
 
30%
 
 
Other inventory
 
50% - 75%
 
 
Accounts receivable
 
50%
 
 
Liquor license
 
75%
 
 
Furniture, fixtures & equipment
 
35% - 45%
Collateral discount rates may have ranges to accommodate differences in the age of the independent appraisal, broker price opinion, or internal evaluation.
Derivative instruments: Derivative instruments, consisting solely of interest rate swaps, are recorded at fair value on a recurring basis. Derivatives qualifying as cash flow hedges, when highly effective, are reported at fair value in other assets or other liabilities on our Consolidated Balance Sheets with changes in value recorded in OCI. Should the hedge no longer be considered effective, the ineffective portion of the change in fair value is recorded directly in earnings in the period in which the change occurs. The fair value of a derivative is determined by quoted market prices and model based valuation techniques. As such, we classify derivative instruments as Level 2.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Although we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement.
Estimated Fair Values of Financial Instruments Not Recorded at Fair Value in their Entirety on a Recurring Basis
Disclosure of the estimated fair values of financial instruments, which differs from carrying values, often requires the use of estimates. In cases where quoted market values in an active market are not available, we use present value techniques and other valuation methods to estimate the fair values of our financial instruments. These valuation methods require considerable judgment and the resulting estimates of fair value can be significantly affected by the assumptions made and methods used.

36

Table of Contents

The carrying amount and estimated fair value of financial instruments not recorded at fair value in their entirety on a recurring basis were as follows as of:
 
September 30, 2018

Carrying
Value
 
Estimated
Fair Value
 
Level 1
 
Level 2
 
Level 3
ASSETS
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
48,552

 
$
48,552

 
$
48,552

 
$

 
$

Mortgage loans AFS
2,811

 
2,837

 

 
2,837

 

Gross loans
1,139,930

 
1,110,857

 

 

 
1,110,857

Less allowance for loan and lease losses
8,100

 
8,100

 

 

 
8,100

Net loans
1,131,830

 
1,102,757

 

 

 
1,102,757

Accrued interest receivable
7,669

 
7,669

 
7,669

 

 

Equity securities without readily determinable fair values (1)
24,948

 
N/A

 

 

 

OMSR
2,403

 
2,447

 

 
2,447

 

LIABILITIES
 
 
 
 
 
 
 
 
 
Deposits without stated maturities
824,518

 
824,518

 
824,518

 

 

Deposits with stated maturities
452,288

 
440,576

 

 
440,576

 

Borrowed funds
359,776

 
354,615

 

 
354,615

 

Accrued interest payable
804

 
804

 
804

 

 

 
December 31, 2017
 
Carrying
Value
 
Estimated
Fair Value
 
Level 1
 
Level 2
 
Level 3
ASSETS
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
30,848

 
$
30,848

 
$
30,848

 
$

 
$

Mortgage loans AFS
1,560

 
1,587

 

 
1,587

 

Gross loans
1,091,519

 
1,056,906

 

 

 
1,056,906

Less allowance for loan and lease losses
7,700

 
7,700

 

 

 
7,700

Net loans
1,083,819

 
1,049,206

 

 

 
1,049,206

Accrued interest receivable
7,063

 
7,063

 
7,063

 

 

Equity securities without readily determinable fair values (1)
23,454

 
N/A

 

 

 

OMSR
2,409

 
2,409

 

 
2,409

 

LIABILITIES
 
 
 
 
 
 
 
 
 
Deposits without stated maturities
811,992

 
811,992

 
811,992

 

 

Deposits with stated maturities
453,266

 
443,892

 

 
443,892

 

Borrowed funds
344,878

 
342,089

 

 
342,089

 

Accrued interest payable
680

 
680

 
680

 

 

(1) 
Due to the characteristics of equity securities without readily determinable fair values, they are not disclosed under a specific fair value hierarchy. If we were to record an impairment adjustment related to these securities, such amount would be classified as a nonrecurring Level 3 fair value adjustment.

37

Table of Contents

Financial Instruments Recorded at Fair Value
The table below presents the recorded amount of assets and liabilities measured at fair value on:
 
September 30, 2018
 
December 31, 2017

Total
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
Recurring items
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AFS securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Government-sponsored enterprises
$
180

 
$

 
$
180

 
$

 
$
216

 
$

 
$
216

 
$

States and political subdivisions
193,957

 

 
193,957

 

 
208,474

 

 
208,474

 

Auction rate money market preferred
3,108

 

 
3,108

 

 
3,049

 

 
3,049

 

Mortgage-backed securities
188,136

 

 
188,136

 

 
208,797

 

 
208,797

 

Collateralized mortgage obligations
115,758

 

 
115,758

 

 
128,194

 

 
128,194

 

Total AFS securities
501,139

 

 
501,139

 

 
548,730

 

 
548,730

 

Equity securities

 

 

 

 
3,577

 
3,577

 

 

Derivative instruments
451

 

 
451

 

 
291

 

 
291

 

Nonrecurring items
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Impaired loans (net of the ALLL)
29,280

 

 

 
29,280

 
15,956

 

 

 
15,956

Total
$
530,870

 
$

 
$
501,590

 
$
29,280

 
$
568,554

 
$
3,577

 
$
549,021

 
$
15,956

Percent of assets and liabilities measured at fair value
 
 
%
 
94.48
%
 
5.52
%
 
 
 
0.63
%
 
96.56
%
 
2.81
%
Equity securities are recorded at fair value with changes in fair value recognized through earnings on a recurring basis. For the nine month period ended September 30, 2018, we recorded a loss of $41 through earnings. We had no other assets or liabilities recorded at fair value with changes in fair value recognized through earnings, on a recurring basis or nonrecurring basis, as of September 30, 2018.

38

Table of Contents

Note 13 – Parent Company Only Financial Information
Interim Condensed Balance Sheets

September 30
2018
 
December 31
2017
ASSETS
 
 
 
Cash on deposit at the Bank
$
2,292

 
$
185

Investments in subsidiaries
137,845

 
145,962

Premises and equipment
1,931

 
1,950

Other assets
51,316

 
52,253

TOTAL ASSETS
$
193,384

 
$
200,350

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Other liabilities
$
4,848

 
$
5,445

Shareholders' equity
188,536

 
194,905

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
193,384

 
$
200,350

Interim Condensed Statements of Income
 
Three Months Ended 
 September 30
 
Nine Months Ended 
 September 30

2018
 
2017
 
2018
 
2017
Income
 
 
 
 
 
 
 
Dividends from subsidiaries
$
4,900

 
$
2,900

 
$
10,900

 
$
7,200

Interest income
1

 

 
1

 
2

Management fee and other
812

 
1,660

 
2,342

 
4,901

Total income
5,713

 
4,560

 
13,243

 
12,103

Expenses
 
 
 
 
 
 
 
Compensation and benefits
1,068

 
1,118

 
3,227

 
3,608

Occupancy and equipment
129

 
456

 
378

 
1,332

Audit and related fees
94

 
148

 
267

 
412

Other
308

 
556

 
1,082

 
1,731

Total expenses
1,599

 
2,278

 
4,954

 
7,083

Income before income tax benefit and equity in undistributed earnings of subsidiaries
4,114

 
2,282

 
8,289

 
5,020

Federal income tax benefit
165

 
209

 
545

 
737

Income before equity in undistributed earnings of subsidiaries
4,279

 
2,491

 
8,834

 
5,757

Undistributed earnings of subsidiaries
(583
)
 
1,045

 
1,657

 
4,759

Net income
$
3,696

 
$
3,536

 
$
10,491

 
$
10,516


39

Table of Contents

Interim Condensed Statements of Cash Flows
 
Nine Months Ended 
 September 30

2018
 
2017
Operating activities
 
 
 
Net income
$
10,491

 
$
10,516

Adjustments to reconcile net income to cash provided by operations
 
 
 
Undistributed earnings of subsidiaries
(1,657
)
 
(4,759
)
Undistributed earnings of equity securities without readily determinable fair values
(143
)
 
33

Share-based payment awards under equity compensation plan
449

 
502

Depreciation
98

 
116

Changes in operating assets and liabilities which provided (used) cash
 
 
 
Other assets
1,080

 
19

Accrued interest and other liabilities
(597
)
 
(1,659
)
Net cash provided by (used in) operating activities
9,721

 
4,768

Investing activities
 
 
 
Maturities, calls, principal payments, and sales of AFS securities

 
249

Sales (purchases) of premises and equipment
(79
)
 
(86
)
Net cash provided by (used in) investing activities
(79
)
 
163

Financing activities
 
 
 
Cash dividends paid on common stock
(6,126
)
 
(5,950
)
Proceeds from the issuance of common stock
5,093

 
4,999

Common stock repurchased
(6,212
)
 
(4,005
)
Common stock purchased for deferred compensation obligations
(290
)
 
(327
)
Net cash provided by (used in) financing activities
(7,535
)
 
(5,283
)
Increase (decrease) in cash and cash equivalents
2,107

 
(352
)
Cash and cash equivalents at beginning of period
185

 
1,297

Cash and cash equivalents at end of period
$
2,292

 
$
945

Note 14 – Operating Segments
Our reportable segments are based on legal entities that account for at least 10% of net operating results. The operations of the Bank as of September 30, 2018 and 2017 and each of the three and nine month periods then ended, represent approximately 90% or more of our consolidated total assets and operating results. As such, no additional segment reporting is presented.

40

Table of Contents

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
ISABELLA BANK CORPORATION FINANCIAL REVIEW
(Dollars in thousands except per share amounts)
This section is a review of our financial condition and the results of our operations for the unaudited three and nine month periods ended September 30, 2018 and 2017. This analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2017 and with the unaudited interim condensed consolidated financial statements and notes, beginning on page 4 of this report.
Executive Summary
During the three and nine months ended September 30, 2018, we reported net income of $3,696 and $10,491 and earnings per common share of $0.47 and $1.33, respectively. Net income and earnings per common share for the same periods of 2017 were $3,536 and $10,516 and $0.45 and $1.34, respectively. Interest income for the first nine months of 2018 increased $3,918 when compared to the same period in 2017 as the result of strong loan growth, which totaled $48,411 during the first nine months of 2018. Net interest income increased by $1,604 for the first nine months of 2018 in comparison to the same period in 2017. Primarily as a result of loan growth and an increased level of loan charge-offs, the provision for loan losses increased by $551 for the first nine months of 2018 in comparison to the same period in 2017. Noninterest expenses for the first nine months of 2018 exceeded expenses for the same period in 2017 due to increased consulting fees related to income tax strategies and increased costs related to upgrades with technology and network security. Additionally in 2017, noninterest expenses were reduced by a $525 settlement with an insurance claim administrator in favor of Isabella Bank. Net income in 2018 has benefited from the lower federal statutory tax rate established by the 2017 Tax Act.
As of September 30, 2018, total assets and assets under management were $1,833,663 and $2,595,434, respectively, with both increasing from December 31, 2017. Assets under management include loans sold and serviced of $257,400 and assets managed by our Investment and Trust Services Department of $504,371, in addition to assets on our consolidated balance sheet. Loans outstanding as of September 30, 2018 totaled $1,139,930. During the first nine months of 2018, gross loans increased $48,411. This growth was funded through maturities and the receipt of principal payments in the AFS securities portfolio, and growth in total deposits and borrowed funds which increased $26,446. All regulatory capital ratios for the Bank exceeded the minimum thresholds to be considered a "well capitalized" institution.
Our net yield on interest earning assets (FTE) was 2.95% for the nine month period ended September 30, 2018. The FRB increased short-term interest rates during each quarter of 2018 and we anticipate an additional increase in the fourth quarter of 2018. Over the next few years, we anticipate incremental improvement in our net yield on interest earning assets as a result of a combination of projected FRB short-term rate increases, our asset mix shifting to an increasing percentage of loans compared to investment securities, and strategic growth in loans. We are committed to increasing earnings and shareholder value through growth in our loan portfolio, growth in our investment and trust services, and increasing our geographical presence while managing operating costs.
Recent Legislation
On December 22, 2017, the Tax Cuts and Jobs Act was enacted. The new law establishes a flat corporate federal statutory income tax rate of 21%, a decline from 34%, and eliminates the corporate alternative minimum tax. The new tax law provides for a wide array of changes with only some believed to have a direct impact on our federal income tax expense. Some of these changes include, but are not limited to, the following items: limits to the deductions for net interest expense, immediate expense (for tax purposes) for certain qualified depreciable assets, elimination or reduction of certain deductions related to meals and entertainment expenses, and limits to the deductibility of deposit insurance premiums.
Reclassifications: Certain amounts reported in the interim 2017 consolidated financial statements have been reclassified to conform to the 2018 presentation.

41

Table of Contents

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

September 30
2018
 
June 30
2018
 
March 31
2018
 
December 31
2017
 
September 30
2017
INCOME STATEMENT DATA
 
 
 
 
 
 
 
 
 
Interest income
$
16,419

 
$
15,713

 
$
15,121

 
$
15,078

 
$
14,976

Interest expense
4,231

 
3,741

 
3,401

 
3,435

 
3,200

Net interest income
12,188

 
11,972

 
11,720

 
11,643

 
11,776

Provision for loan losses
(76
)
 
328

 
384

 
168

 
49

Noninterest income
2,863

 
2,736

 
2,487

 
2,710

 
2,698

Noninterest expenses
11,072

 
10,784

 
10,096

 
10,628

 
10,139

Federal income tax expense**
359

 
263

 
265

 
836

 
750

Net income
$
3,696

 
$
3,333

 
$
3,462

 
$
2,721

 
$
3,536

PER SHARE
 
 
 
 
 
 
 
 
 
Basic earnings
$
0.47

 
$
0.42

 
$
0.44

 
$
0.35

 
$
0.45

Diluted earnings
$
0.46

 
$
0.41

 
$
0.43

 
$
0.34

 
$
0.44

Dividends
$
0.26

 
$
0.26

 
$
0.26

 
$
0.26

 
$
0.26

Tangible book value*
$
19.44

 
$
19.36

 
$
19.16

 
$
18.96

 
$
18.82

Quoted market value
 
 
 
 
 
 
 
 
 
High
$
27.65

 
$
27.25

 
$
28.25

 
$
29.95

 
$
29.10

Low
$
26.05

 
$
26.25

 
$
26.11

 
$
27.99

 
$
27.65

Close*
$
26.75

 
$
26.65

 
$
27.40

 
$
28.25

 
$
29.00

Common shares outstanding*
7,830,940

 
7,933,250

 
7,894,341

 
7,857,293

 
7,856,664

PERFORMANCE RATIOS
 
 
 
 
 
 
 
 
 
Return on average total assets
0.80
%
 
0.74
%
 
0.77
%
 
0.61
%
 
0.79
%
Return on average shareholders' equity
7.67
%
 
6.89
%
 
7.11
%
 
5.48
%
 
7.11
%
Return on average tangible shareholders' equity
9.75
%
 
8.75
%
 
9.23
%
 
7.33
%
 
9.61
%
Net interest margin yield (FTE)**
2.95
%
 
2.95
%
 
2.95
%
 
3.02
%
 
3.08
%
BALANCE SHEET DATA*
 
 
 
 
 
 
 
 
 
Gross loans
$
1,139,930

 
$
1,151,756

 
$
1,093,002

 
$
1,091,519

 
$
1,077,544

AFS securities
$
501,139

 
$
524,108

 
$
547,762

 
$
548,730

 
$
549,274

Total assets
$
1,833,663

 
$
1,836,955

 
$
1,799,592

 
$
1,813,130

 
$
1,791,967

Deposits
$
1,276,806

 
$
1,274,762

 
$
1,297,868

 
$
1,265,258

 
$
1,216,062

Borrowed funds
$
359,776

 
$
362,496

 
$
303,113

 
$
344,878

 
$
367,027

Shareholders' equity
$
188,536

 
$
191,949

 
$
191,090

 
$
194,905

 
$
196,463

Gross loans to deposits
89.28
%
 
90.35
%
 
84.22
%
 
86.27
%
 
88.61
%
ASSETS UNDER MANAGEMENT*
 
 
 
 
 
 
 
 
 
Loans sold with servicing retained
$
257,400

 
$
257,865

 
$
262,541

 
$
266,789

 
$
268,817

Assets managed by our Investment and Trust Services Department
$
504,371

 
$
494,533

 
$
470,578

 
$
478,146

 
$
467,601

Total assets under management
$
2,595,434

 
$
2,589,353

 
$
2,532,711

 
$
2,558,065

 
$
2,528,385

ASSET QUALITY*
 
 
 
 
 
 
 
 
 
Nonperforming loans to gross loans
0.65
%
 
0.58
%
 
0.63
%
 
0.31
%
 
0.21
%
Nonperforming assets to total assets
0.42
%
 
0.37
%
 
0.40
%
 
0.20
%
 
0.14
%
ALLL to gross loans
0.71
%
 
0.71
%
 
0.75
%
 
0.71
%
 
0.71
%
CAPITAL RATIOS*
 
 
 
 
 
 
 
 
 
Shareholders' equity to assets
10.28
%
 
10.45
%
 
10.62
%
 
10.75
%
 
10.96
%
Tier 1 leverage
8.49
%
 
8.71
%
 
8.69
%
 
8.54
%
 
8.50
%
Common equity tier 1 capital
12.18
%
 
12.11
%
 
12.34
%
 
12.23
%
 
12.20
%
Tier 1 risk-based capital
12.18
%
 
12.11
%
 
12.34
%
 
12.23
%
 
12.20
%
Total risk-based capital
12.83
%
 
12.76
%
 
13.01
%
 
12.86
%
 
12.84
%
* At end of period
** Calculations are based on a federal income tax rate of 21% in 2018 and 34% for all other periods.

42

Table of Contents

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

September 30
2018
 
September 30
2017
 
September 30
2016
 
September 30
2015
 
September 30
2014
INCOME STATEMENT DATA
 
 
 
 
 
 
 
 
 
Interest income
$
47,253

 
$
43,335

 
$
39,906

 
$
38,479

 
$
38,118

Interest expense
11,373

 
9,059

 
8,039

 
7,586

 
7,466

Net interest income
35,880

 
34,276

 
31,867

 
30,893

 
30,652

Provision for loan losses
636

 
85

 
185

 
(1,999
)
 
(604
)
Noninterest income
8,086

 
8,102

 
7,921

 
7,858

 
6,899

Noninterest expenses
31,952

 
29,597

 
27,731

 
26,166

 
26,180

Federal income tax expense**
887

 
2,180

 
1,855

 
2,750

 
1,696

Net income
$
10,491

 
$
10,516


$
10,017

 
$
11,834

 
$
10,279

PER SHARE
 
 
 
 
 
 
 
 
 
Basic earnings
$
1.33

 
$
1.34

 
$
1.28

 
$
1.52

 
$
1.33

Diluted earnings
$
1.30

 
$
1.31

 
$
1.25

 
$
1.49

 
$
1.30

Dividends
$
0.78

 
$
0.76

 
$
0.73

 
$
0.70

 
$
0.66

Tangible book value*
$
19.44

 
$
18.82

 
$
17.93

 
$
17.06

 
$
16.33

Quoted market value
 
 
 
 
 
 
 
 
 
High
$
28.25

 
$
29.10

 
$
29.90

 
$
23.85

 
$
24.00

Low
$
26.05

 
$
27.60

 
$
27.25

 
$
22.00

 
$
21.73

Close*
$
26.75

 
$
29.00

 
$
27.70

 
$
23.69

 
$
23.60

Common shares outstanding*
7,830,940

 
7,856,664

 
7,833,481

 
7,765,333

 
7,740,730

PERFORMANCE RATIOS
 
 
 
 
 
 
 
 
 
Return on average total assets
0.77
%
 
0.79
%
 
0.80
%
 
1.00
%
 
0.90
%
Return on average shareholders' equity
7.22
%
 
7.18
%
 
6.90
%
 
8.80
%
 
8.13
%
Return on average tangible shareholders' equity
9.22
%
 
9.67
%
 
9.68
%
 
12.06
%
 
10.95
%
Net interest margin yield (FTE)**
2.95
%
 
3.03
%
 
3.00
%
 
3.12
%
 
3.20
%
BALANCE SHEET DATA*
 
 
 
 
 
 
 
 
 
Gross loans
$
1,139,930

 
$
1,077,544

 
$
989,366

 
$
836,671

 
$
825,238

AFS securities
$
501,139

 
$
549,274

 
$
560,641

 
$
625,420

 
$
568,907

Total assets
$
1,833,663

 
$
1,791,967

 
$
1,706,498

 
$
1,619,250

 
$
1,553,974

Deposits
$
1,276,806

 
$
1,216,062

 
$
1,175,833

 
$
1,128,003

 
$
1,081,890

Borrowed funds
$
359,776

 
$
367,027

 
$
325,409

 
$
267,610

 
$
290,438

Shareholders' equity
$
188,536

 
$
196,463

 
$
195,184

 
$
182,998

 
$
172,076

Gross loans to deposits
89.28
%
 
88.61
%
 
84.14
%
 
74.17
%
 
76.28
%
ASSETS UNDER MANAGEMENT*
 
 
 
 
 
 
 
 
 
Loans sold with servicing retained
$
257,400

 
$
268,817

 
$
275,037

 
$
289,268

 
$
290,697

Assets managed by our Investment and Trust Services Department
$
504,371

 
$
467,601

 
$
424,573

 
$
392,124

 
$
374,878

Total assets under management
$
2,595,434

 
$
2,528,385

 
$
2,406,108

 
$
2,300,642

 
$
2,219,549

ASSET QUALITY*
 
 
 
 
 
 
 
 
 
Nonperforming loans to gross loans
0.65
%
 
0.21
%
 
0.16
%
 
0.10
%
 
0.56
%
Nonperforming assets to total assets
0.42
%
 
0.14
%
 
0.11
%
 
0.09
%
 
0.37
%
ALLL to gross loans
0.71
%
 
0.71
%
 
0.79
%
 
0.98
%
 
1.26
%
CAPITAL RATIOS*
 
 
 
 
 
 
 
 
 
Shareholders' equity to assets
10.28
%
 
10.96
%
 
11.44
%
 
11.30
%
 
11.07
%
Tier 1 leverage
8.49
%
 
8.50
%
 
8.59
%
 
8.54
%
 
8.47
%
Common equity tier 1 capital
12.18
%
 
12.20
%
 
12.41
%
 
13.57
%
 
N/A

Tier 1 risk-based capital
12.18
%
 
12.20
%
 
12.41
%
 
13.57
%
 
13.86
%
Total risk-based capital
12.83
%
 
12.84
%
 
13.10
%
 
14.20
%
 
15.11
%
* At end of period
** Calculations are based on a federal income tax rate of 21% in 2018 and 34% for all other periods.

43

Table of Contents

Average Balances, Interest Rate, and Net Interest Income
The following schedules present the daily average amount outstanding for each major category of interest earning assets, non-earning assets, interest bearing liabilities, and noninterest bearing liabilities. These schedules also present an analysis of interest income and interest expense for the periods indicated. All interest income is reported on a FTE basis using a federal income tax rate of 21% in 2018 and 34% in 2017. Loans in nonaccrual status, for the purpose of the following computations, are included in the average loan balances. FRB and FHLB restricted equity holdings are included in accrued income and other assets.

Three Months Ended

September 30, 2018

June 30, 2018

September 30, 2017

Average
Balance

Tax
Equivalent
Interest

Average
Yield /
Rate

Average
Balance

Tax
Equivalent
Interest

Average
Yield /
Rate

Average
Balance

Tax
Equivalent
Interest

Average
Yield /
Rate
INTEREST EARNING ASSETS

















Loans
$
1,151,881


$
12,833


4.46
%

$
1,114,669


$
12,076


4.33
%

$
1,062,439


$
11,297


4.25
%
Taxable investment securities (1)
334,785


2,031


2.43
%

350,449


2,127


2.43
%

353,266


2,075


2.35
%
Nontaxable investment securities
188,885


1,755


3.72
%

196,773


1,809


3.68
%

202,180


2,302


4.55
%
Fed Funds Sold

 

 
%
 
1

 

 
%
 
4

 

 
%
Other
36,912


254


2.75
%

24,095


179


2.97
%

27,086


198


2.92
%
Total earning assets
1,712,463


16,873


3.94
%

1,685,987


16,191


3.84
%

1,644,975


15,872


3.86
%
NONEARNING ASSETS

















Allowance for loan losses
(8,213
)





(8,240
)





(7,632
)




Cash and demand deposits due from banks
20,291






18,744






19,919





Premises and equipment
28,310






28,473






28,859





Accrued income and other assets
86,993






86,441






101,417





Total assets
$
1,839,844






$
1,811,405






$
1,787,538





INTEREST BEARING LIABILITIES

















Interest bearing demand deposits
$
233,485


$
69


0.12
%

$
226,309


$
61


0.11
%

$
218,570


$
64


0.12
%
Savings deposits
362,505


450


0.50
%

363,842


397


0.44
%

360,689


303


0.34
%
Time deposits
454,456


1,917


1.69
%

465,745


1,772


1.52
%

428,758


1,348


1.26
%
Borrowed funds
363,544


1,795


1.98
%

334,573


1,511


1.81
%

361,706


1,485


1.64
%
Total interest bearing liabilities
1,413,990


4,231


1.20
%

1,390,469


3,741


1.08
%

1,369,723


3,200


0.93
%
NONINTEREST BEARING LIABILITIES

















Demand deposits
226,238






220,293






208,078





Other
6,937






7,108






10,763





Shareholders’ equity
192,679






193,535






198,974





Total liabilities and shareholders’ equity
$
1,839,844






$
1,811,405






$
1,787,538





Net interest income (FTE)


$
12,642






$
12,450






$
12,672



Net yield on interest earning assets (FTE)




2.95
%





2.95
%





3.08
%
(1 ) Includes taxable AFS securities and equity securities

44

Table of Contents

 
Nine Months Ended
 
September 30, 2018
 
September 30, 2017

Average
Balance
 
Tax
Equivalent
Interest
 
Average
Yield /
Rate
 
Average
Balance
 
Tax
Equivalent
Interest
 
Average
Yield /
Rate
INTEREST EARNING ASSETS
 
 
 
 
 
 
 
 
 
 
 
Loans
$
1,114,683

 
$
36,205

 
4.33
%
 
$
1,029,824

 
$
32,102

 
4.16
%
Taxable investment securities (1)
346,956

 
6,318

 
2.43
%
 
363,851

 
6,452

 
2.36
%
Nontaxable investment securities
194,361

 
5,456

 
3.74
%
 
204,728

 
6,929

 
4.51
%
Fed Funds Sold

 

 
%
 
823

 
4

 
0.65
%
Other
29,439

 
716

 
3.24
%
 
25,796

 
543

 
2.81
%
Total earning assets
1,685,439

 
48,695

 
3.85
%
 
1,625,022

 
46,030

 
3.78
%
NONEARNING ASSETS
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses
(8,078
)
 
 
 
 
 
(7,556
)
 
 
 
 
Cash and demand deposits due from banks
19,481

 
 
 
 
 
19,003

 
 
 
 
Premises and equipment
28,454

 
 
 
 
 
28,996

 
 
 
 
Accrued income and other assets
88,288

 
 
 
 
 
99,537

 
 
 
 
Total assets
$
1,813,584

 
 
 
 
 
$
1,765,002

 
 
 
 
INTEREST BEARING LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
Interest bearing demand deposits
$
230,376

 
$
201

 
0.12
%
 
$
213,960

 
$
172

 
0.11
%
Savings deposits
360,295

 
1,169

 
0.43
%
 
358,544

 
784

 
0.29
%
Time deposits
461,114

 
5,342

 
1.54
%
 
433,799

 
3,914

 
1.20
%
Borrowed funds
339,461

 
4,661

 
1.83
%
 
348,846

 
4,189

 
1.60
%
Total interest bearing liabilities
1,391,246

 
11,373

 
1.09
%
 
1,355,149

 
9,059

 
0.89
%
NONINTEREST BEARING LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
Demand deposits
221,423

 
 
 
 
 
203,784

 
 
 
 
Other
7,272

 
 
 
 
 
10,729

 
 
 
 
Shareholders’ equity
193,643

 
 
 
 
 
195,340

 
 
 
 
Total liabilities and shareholders’ equity
$
1,813,584

 
 
 
 
 
$
1,765,002

 
 
 
 
Net interest income (FTE)
 
 
$
37,322

 
 
 
 
 
$
36,971

 
 
Net yield on interest earning assets (FTE)
 
 
 
 
2.95
%
 
 
 
 
 
3.03
%
(1 ) Includes taxable AFS securities and equity securities
Net Interest Income
Net interest income is the amount by which interest income on earning assets exceeds the interest expenses on interest bearing liabilities. Net interest income, which includes loan fees, is influenced by changes in the balance and mix of assets and liabilities and market interest rates. We exert some control over these factors; however, FRB monetary policy and competition have a significant impact. For analytical purposes, net interest income is adjusted to an FTE basis by adding the income tax savings from interest on tax exempt loans, and nontaxable investment securities, thus making year to year comparisons more meaningful.

45

Table of Contents

Volume and Rate Variance Analysis
The following table sets forth the effect of volume and rate changes on interest income and expense for the periods indicated. For the purpose of this table, changes in interest due to volume and rate were determined as follows:
Volume—change in volume multiplied by the previous period's rate.
Rate—change in the FTE rate multiplied by the previous period's volume.
The change in interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.
 
Three Months Ended 
 September 30, 2018 Compared to 
 June 30, 2018 
 Increase (Decrease) Due to
 
Three Months Ended 
 September 30, 2018 Compared to  
 September 30, 2017 
  Increase (Decrease) Due to
 
Nine Months Ended 
 September 30, 2018 Compared to 
 September 30, 2017 
 Increase (Decrease) Due to

Volume
 
Rate
 
Net
 
Volume
 
Rate
 
Net
 
Volume
 
Rate
 
Net
Changes in interest income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans
$
409

 
$
348

 
$
757

 
$
980

 
$
556

 
$
1,536

 
$
2,719

 
$
1,384

 
$
4,103

Taxable investment securities
(95
)
 
(1
)
 
(96
)
 
(111
)
 
67

 
(44
)
 
(305
)
 
171

 
(134
)
Nontaxable investment securities
(73
)
 
19

 
(54
)
 
(144
)
 
(403
)
 
(547
)
 
(337
)
 
(1,136
)
 
(1,473
)
Fed Funds Sold

 

 

 

 

 

 

 
(4
)
 
(4
)
Other
89

 
(14
)
 
75

 
68

 
(12
)
 
56

 
82

 
91

 
173

Total changes in interest income
330

 
352

 
682

 
793

 
208

 
1,001

 
2,159

 
506

 
2,665

Changes in interest expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing demand deposits
2

 
6

 
8

 
4

 
1

 
5

 
14

 
15

 
29

Savings deposits
(1
)
 
54

 
53

 
2

 
145

 
147

 
4

 
381

 
385

Time deposits
(44
)
 
189

 
145

 
85

 
484

 
569

 
259

 
1,169

 
1,428

Borrowed funds
137

 
147

 
284

 
8

 
302

 
310

 
(115
)
 
587

 
472

Total changes in interest expense
94

 
396

 
490

 
99

 
932

 
1,031

 
162

 
2,152

 
2,314

Net change in interest margin (FTE)
$
236

 
$
(44
)
 
$
192

 
$
694

 
$
(724
)
 
$
(30
)
 
$
1,997

 
$
(1,646
)
 
$
351

Our net yield on interest earning assets has remained unchanged during 2018. The continuing flattening of the yield curve and rising deposit rates combined with a high concentration of AFS securities as a percentage of earning assets has also placed pressure on net interest margin.
 
Average Yield / Rate for the Three Month Periods Ended:

September 30
2018

June 30
2018

March 31
2018

December 31
2017

September 30
2017
Total earning assets
3.94
%
 
3.84
%
 
3.77
%
 
3.86
%
 
3.86
%
Total interest bearing liabilities
1.20
%
 
1.08
%
 
0.99
%
 
1.01
%
 
0.93
%
Net yield on interest earning assets (FTE)
2.95
%

2.95
%
 
2.95
%
 
3.02
%
 
3.08
%
 
Quarter to Date Net Interest Income (FTE)

September 30
2018
 
June 30
2018
 
March 31
2018
 
December 31
2017
 
September 30
2017
Total interest income (FTE)
$
16,873

 
$
16,191

 
$
15,631

 
$
15,939

 
$
15,872

Total interest expense
4,231

 
3,741

 
3,401

 
3,435

 
3,200

Net interest income (FTE)
$
12,642

 
$
12,450

 
$
12,230

 
$
12,504

 
$
12,672


46

Table of Contents

Allowance for Loan and Lease Losses
The viability of any financial institution is ultimately determined by its management of credit risk. Loans represent our single largest concentration of risk. The ALLL is our estimation of incurred losses within the existing loan portfolio. We allocate the ALLL throughout the loan portfolio based on our assessment of the underlying risks associated with each loan segment. Our assessments include allocations based on specific impairment valuation allowances, historical charge-offs, internally assigned credit risk ratings, and past due and nonaccrual balances. A portion of the ALLL is not allocated to any one loan segment, but is instead a representation of other qualitative risks that reflect the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.
The following table summarizes our charge-offs, recoveries, provisions for loan losses, and ALLL balances as of, and for the:
 
Three Months Ended 
 September 30
 
Nine Months Ended 
 September 30

2018
 
2017
 
2018
 
2017
ALLL at beginning of period
$
8,200

 
$
7,600

 
$
7,700

 
$
7,400

Charge-offs
 
 
 
 
 
 
 
Commercial and agricultural
7

 
8

 
501

 
60

Residential real estate
61

 
77

 
100

 
120

Consumer
111

 
72

 
247

 
190

Total charge-offs
179

 
157

 
848

 
370

Recoveries
 
 
 
 
 
 
 
Commercial and agricultural
80

 
134

 
284

 
322

Residential real estate
37

 
41

 
162

 
140

Consumer
38

 
33

 
166

 
123

Total recoveries
155

 
208

 
612

 
585

Net loan charge-offs (recoveries)
24

 
(51
)
 
236

 
(215
)
Provision for loan losses
(76
)
 
49

 
636

 
85

ALLL at end of period
$
8,100

 
$
7,700

 
$
8,100

 
$
7,700

Net loan charge-offs (recoveries) to average loans outstanding
%
 
%
 
0.02
%
 
(0.02
)%
The following table summarizes our charge-offs, recoveries, provisions for loan losses, and ALLL balances as of, and for the three month periods ended:

September 30
2018
 
June 30
2018
 
March 31
2018
 
December 31
2017
 
September 30
2017
Total charge-offs
$
179

 
$
566

 
$
103

 
$
401

 
$
157

Total recoveries
155

 
238

 
219

 
233

 
208

Net loan charge-offs (recoveries)
24

 
328

 
(116
)
 
168

 
(51
)
Net loan charge-offs (recoveries) to average loans outstanding
 %
 
0.03
%
 
(0.01
)%
 
0.02
%
 
 %
Provision for loan losses
$
(76
)
 
$
328

 
$
384

 
$
168

 
$
49

Provision for loan losses to average loans outstanding
(0.01
)%
 
0.03
%
 
0.04
 %
 
0.02
%
 
 %
ALLL
$
8,100

 
$
8,200

 
$
8,200

 
$
7,700

 
$
7,700

ALLL as a % of loans at end of period
0.71
 %
 
0.71
%
 
0.75
 %
 
0.71
%
 
0.71
 %
We experienced a higher level of charge-offs in the second quarter of 2018 which was primarily related to one borrower and is therefore, not indicative of a trend in charge-off activity. While we have experienced a slight deterioration in credit quality indicators in recent periods, credit quality remains strong. The ALLL as a percentage of loans has remained consistent over the last year while the balance of the ALLL has increased. Our strong loan growth has also contributed to the ALLL increase and has required a provision for loan losses of $636 for the nine month period ended September 30, 2018. Overall, our level of required reserve is modest due to strong credit quality indicators, low historical loss factors, and a low amount of net charge-offs.

47

Table of Contents

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

September 30
2018
 
June 30
2018
 
March 31
2018
 
December 31
2017
 
September 30
2017
ALLL
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
2,074

 
$
2,059

 
$
2,503

 
$
2,130

 
$
2,551

Collectively evaluated for impairment
6,026

 
6,141

 
5,697

 
5,570

 
5,149

Total
$
8,100

 
$
8,200

 
$
8,200

 
$
7,700

 
$
7,700

ALLL to gross loans
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
0.18
%
 
0.18
%
 
0.23
%
 
0.20
%
 
0.24
%
Collectively evaluated for impairment
0.53
%
 
0.53
%
 
0.52
%
 
0.51
%
 
0.47
%
Total
0.71
%
 
0.71
%
 
0.75
%
 
0.71
%
 
0.71
%
For further discussion of the allocation of the ALLL, see “Note 4 – Loans and ALLL” of our interim condensed consolidated financial statements.
Loans Past Due and Loans in Nonaccrual Status
Fluctuations in past due and nonaccrual status loans can have a significant impact on the ALLL. To determine the potential impact, and corresponding estimated losses, we analyze our historical loss trends on loans past due greater than 30 days and nonaccrual status loans. We monitor all loans that are past due and in nonaccrual status for indications of additional deterioration.
 
Total Past Due and Nonaccrual Loans

September 30
2018
 
June 30
2018
 
March 31
2018
 
December 31
2017
 
September 30
2017
Commercial and agricultural
$
8,747

 
$
9,980

 
$
9,398

 
$
4,885

 
$
3,600

Residential real estate
3,137

 
2,452

 
4,614

 
4,881

 
2,201

Consumer
68

 
43

 
115

 
70

 
52

Total
$
11,952

 
$
12,475

 
$
14,127

 
$
9,836

 
$
5,853

Total past due and nonaccrual loans to gross loans
1.05
%
 
1.08
%
 
1.29
%
 
0.90
%
 
0.54
%
While past due and nonaccrual status loans have increased over the last year, they continue to reflect strong loan performance. The recent increase resulted primarily from commercial and agricultural loan activity, which is being closely monitored. A summary of loans past due and in nonaccrual status, including the composition of the ending balance of nonaccrual status loans by type, is included in “Note 4 – Loans and ALLL” of our interim condensed consolidated financial statements.
Troubled Debt Restructurings
We have taken a proactive approach to avoid foreclosures on borrowers who are willing to work with us in modifying their loans, thus making them more affordable. While this approach has permitted certain borrowers to develop a payment structure that will allow them to continue making payments in lieu of foreclosure, it has contributed to a significant level of loans classified as TDR. The modifications have been successful for us and our customers as very few of the modified loans have resulted in foreclosures. At the time of the TDR, the loan is reviewed to determine whether or not to classify the loan as accrual or nonaccrual status. The majority of new modifications result in terms that satisfy our criteria for continued interest accrual. TDRs that have been placed on nonaccrual status may be placed back on accrual status after six months of continued performance and achievement of current payment status.
We restructure debt with borrowers who, due to financial difficulties, are unable to service their debt under the original terms. We may extend the amortization period, reduce interest rates, allow interest only payment structures, forgive principal, forgive interest, or a combination of these modifications. Typically, the modifications are for a period of five years or less. There were no TDRs that were government sponsored as of September 30, 2018 or December 31, 2017.
Losses associated with TDRs, if any, are included in the estimation of the ALLL in the quarter in which a loan is identified as a TDR, and we review the analysis of the ALLL estimation each reporting period thereafter to ensure its continued appropriateness.

48

Table of Contents

The following tables provide a roll-forward of TDRs for the:

Three Months Ended September 30, 2018
 
Accruing Interest
 
Nonaccrual
 
Total
 
Number
of
Loans
 
Balance
 
Number
of
Loans
 
Balance
 
Number
of
Loans
 
Balance
July 1, 2018
142

 
$
23,730

 
21

 
$
4,071

 
163

 
$
27,801

New modifications
3

 
950

 
5

 
476

 
8

 
1,426

Principal advances (payments)

 
(557
)
 

 
(46
)
 

 
(603
)
Loans paid off
(6
)
 
(244
)
 
(2
)
 
(363
)
 
(8
)
 
(607
)
Partial charge-offs

 

 

 
(7
)
 

 
(7
)
Balances charged-off

 

 

 

 

 

Transfers to OREO

 

 

 

 

 

Transfers to accrual status

 

 

 

 

 

Transfers to nonaccrual status
(2
)
 
(111
)
 
2

 
111

 

 

September 30, 2018
137

 
$
23,768

 
26

 
$
4,242

 
163

 
$
28,010


Nine Months Ended September 30, 2018
 
Accruing Interest
 
Nonaccrual
 
Total
 
Number
of
Loans
 
Balance
 
Number
of
Loans
 
Balance
 
Number
of
Loans
 
Balance
January 1, 2018
147

 
$
23,284

 
13

 
$
2,913

 
160

 
$
26,197

New modifications
25

 
6,514

 
9

 
1,133

 
34

 
7,647

Principal advances (payments)

 
(878
)
 

 
(621
)
 

 
(1,499
)
Loans paid off
(28
)
 
(3,942
)
 
(3
)
 
(386
)
 
(31
)
 
(4,328
)
Partial charge-offs

 

 

 
(7
)
 

 
(7
)
Balances charged-off

 

 

 

 

 

Transfers to OREO

 

 

 

 

 

Transfers to accrual status

 

 

 

 

 

Transfers to nonaccrual status
(7
)
 
(1,210
)
 
7

 
1,210

 

 

September 30, 2018
137

 
$
23,768

 
26

 
$
4,242

 
163

 
$
28,010


Three Months Ended September 30, 2017
 
Accruing Interest
 
Nonaccrual
 
Total
 
Number
of
Loans
 
Balance
 
Number
of
Loans
 
Balance
 
Number
of
Loans
 
Balance
July 1, 2017
155

 
$
25,182

 
5

 
$
1,159

 
160

 
$
26,341

New modifications
3

 
1,354

 
2

 
210

 
5

 
1,564

Principal advances (payments)

 
(165
)
 

 
(12
)
 

 
(177
)
Loans paid off
(6
)
 
(460
)
 

 

 
(6
)
 
(460
)
Partial charge-offs

 

 

 

 

 

Balances charged-off
(1
)
 
(9
)
 

 

 
(1
)
 
(9
)
Transfers to OREO

 

 

 

 

 

Transfers to accrual status
1

 
51

 
(1
)
 
(51
)
 

 

Transfers to nonaccrual status

 

 

 

 

 

September 30, 2017
152

 
$
25,953

 
6

 
$
1,306

 
158

 
$
27,259


49

Table of Contents


Nine Months Ended September 30, 2017
 
Accruing Interest
 
Nonaccrual
 
Total
 
Number
of
Loans
 
Balance
 
Number
of
Loans
 
Balance
 
Number
of
Loans
 
Balance
January 1, 2017
153

 
$
20,593

 
5

 
$
789

 
158

 
$
21,382

New modifications
16

 
6,909

 
3

 
676

 
19

 
7,585

Principal advances (payments)

 
(587
)
 

 
(34
)
 

 
(621
)
Loans paid off
(16
)
 
(987
)
 

 

 
(16
)
 
(987
)
Partial charge-offs

 

 

 

 

 

Balances charged-off
(1
)
 
(9
)
 

 

 
(1
)
 
(9
)
Transfers to OREO

 

 
(2
)
 
(91
)
 
(2
)
 
(91
)
Transfers to accrual status
2

 
126

 
(2
)
 
(126
)
 

 

Transfers to nonaccrual status
(2
)
 
(92
)
 
2

 
92

 

 

September 30, 2017
152

 
$
25,953

 
6

 
$
1,306

 
158

 
$
27,259

The following table summarizes our TDRs as of:
 
September 30, 2018
 
December 31, 2017
 
 

Accruing
Interest
 
Nonaccrual
 
Total
 
Accruing
Interest
 
Nonaccrual
 
Total
 
Total
Change
Current
$
22,519

 
$
3,016

 
$
25,535

 
$
21,234

 
$

 
$
21,234

 
$
4,301

Past due 30-59 days
421

 
48

 
469

 
1,778

 
805

 
2,583

 
(2,114
)
Past due 60-89 days
828

 

 
828

 
219

 
708

 
927

 
(99
)
Past due 90 days or more

 
1,178

 
1,178

 
53

 
1,400

 
1,453

 
(275
)
Total
$
23,768

 
$
4,242

 
$
28,010

 
$
23,284

 
$
2,913

 
$
26,197

 
$
1,813

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

50

Table of Contents

Impaired Loans
The following is a summary of information pertaining to impaired loans as of:
 
September 30, 2018
 
December 31, 2017

Recorded
Balance
 
Unpaid
Principal
Balance
 
Valuation
Allowance
 
Recorded
Balance
 
Unpaid
Principal
Balance
 
Valuation
Allowance
TDRs
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
$
6,515

 
$
6,816

 
$
474

 
$
5,780

 
$
6,082

 
$
626

Commercial other
1,840

 
1,840

 
7

 
2,219

 
2,219

 
24

Agricultural real estate
7,036

 
7,044

 
109

 
7,913

 
7,913

 

Agricultural other
5,959

 
5,959

 

 
2,685

 
2,685

 

Residential real estate senior liens
6,582

 
6,944

 
1,251

 
7,460

 
7,839

 
1,406

Residential real estate junior liens
13

 
13

 
2

 
44

 
44

 
7

Home equity lines of credit
55

 
355

 

 
79

 
379

 

Consumer secured
10

 
10

 

 
17

 
17

 

Total TDRs
28,010

 
28,981

 
1,843

 
26,197

 
27,178

 
2,063

Other impaired loans
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
260

 
321

 

 
100

 
161

 

Commercial other
243

 
287

 

 

 

 

Agricultural real estate
1,164

 
1,164

 
39

 

 

 

Agricultural other
898

 
898

 
45

 

 

 

Residential real estate senior liens
779

 
959

 
147

 
356

 
620

 
67

Residential real estate junior liens

 

 

 

 

 

Home equity lines of credit

 

 

 

 

 

Consumer secured

 

 

 

 

 

Total other impaired loans
3,344

 
3,629

 
231

 
456

 
781

 
67

Total impaired loans
$
31,354

 
$
32,610

 
$
2,074

 
$
26,653

 
$
27,959

 
$
2,130

Additional disclosure related to impaired loans is included in “Note 4 – Loans and ALLL” of our interim condensed consolidated financial statements.
Nonperforming Assets
The following table summarizes our nonperforming assets as of:

September 30
2018
 
June 30
2018
 
March 31
2018
 
December 31
2017
 
September 30
2017
Nonaccrual status loans
$
7,136

 
$
6,492

 
$
6,237

 
$
3,027

 
$
1,605

Accruing loans past due 90 days or more
274

 
154

 
664

 
395

 
646

Total nonperforming loans
7,410

 
6,646

 
6,901

 
3,422

 
2,251

Foreclosed assets
305

 
167

 
229

 
291

 
240

Total nonperforming assets
$
7,715

 
$
6,813

 
$
7,130

 
$
3,713

 
$
2,491

Nonperforming loans as a % of total loans
0.65
%
 
0.58
%
 
0.63
%
 
0.31
%
 
0.21
%
Nonperforming assets as a % of total assets
0.42
%
 
0.37
%
 
0.40
%
 
0.20
%
 
0.14
%
Typically after a loan is 90 days past due, it is placed on nonaccrual status unless it is well secured and in the process of collection. Upon transferring the loans to nonaccrual status, we perform an evaluation to determine the net realizable value of the underlying collateral. This evaluation is used to help determine if any charge-offs are necessary. Loans may be placed back on accrual status after six months of continued performance and achievement of current payment status. While nonperforming loans have increased in recent periods, they remain at low levels.

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Table of Contents

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

September 30
2018
 
December 31
2017
Commercial and agricultural
$
3,960

 
$
2,679

Residential real estate
282

 
234

Total
$
4,242

 
$
2,913

Additional disclosures about nonaccrual status loans are included in “Note 4 – Loans and ALLL” of our interim condensed consolidated financial statements.
We continue to devote considerable attention to identifying impaired loans and adjusting the net carrying value of these loans to their current net realizable values through the establishment of a specific reserve or the recording of a charge-off. We believe that we have identified all impaired loans as of September 30, 2018.
We believe that the level of the ALLL is appropriate as of September 30, 2018. We will continue to closely monitor overall credit quality indicators and our policies and procedures related to the analysis of the ALLL to ensure that the ALLL remains at the appropriate level.
Noninterest Income and Noninterest Expenses
Significant noninterest income account balances are highlighted in the following tables with additional descriptions of significant fluctuations:
 
Three Months Ended September 30

 
 
 
 
Change
 
2018
 
2017
 
$
 
%
Service charges and fees
 
 
 
 
 
 
 
ATM and debit card fees
$
722

 
$
667

 
$
55

 
8.25
 %
NSF and overdraft fees
500

 
481

 
19

 
3.95
 %
Freddie Mac servicing fee
156

 
169

 
(13
)
 
(7.69
)%
Service charges on deposit accounts
83

 
88

 
(5
)
 
(5.68
)%
Paper statement fees
61

 
74

 
(13
)
 
(17.57
)%
Net OMSR income (loss)
5

 
(77
)
 
82

 
106.49
 %
All other
30

 
33

 
(3
)
 
(9.09
)%
Total service charges and fees
1,557

 
1,435

 
122

 
8.50
 %
Net gain on sale of mortgage loans
171

 
153

 
18

 
11.76
 %
Earnings on corporate owned life insurance policies
170

 
174

 
(4
)
 
(2.30
)%
Net gains on sale of AFS securities

 

 

 
 %
Other
 
 
 
 


 
 
Trust and brokerage advisory fees
748

 
724

 
24

 
3.31
 %
Corporate Settlement Solutions joint venture
120

 
84

 
36

 
42.86
 %
Other
97

 
128

 
(31
)
 
(24.22
)%
Total other
965


936


29

 
3.10
 %
Total noninterest income
$
2,863


$
2,698


$
165

 
6.12
 %

52

Table of Contents


Nine Months Ended September 30
 
 
 
 
 
Change
 
2018
 
2017
 
$
 
%
Service charges and fees
 
 
 
 
 
 
 
ATM and debit card fees
$
2,099

 
$
1,945

 
$
154

 
7.92
 %
NSF and overdraft fees
1,424

 
1,383

 
41

 
2.96
 %
Freddie Mac servicing fee
481

 
508

 
(27
)
 
(5.31
)%
Service charges on deposit accounts
250

 
259

 
(9
)
 
(3.47
)%
Paper statement fees
194

 
74

 
120

 
162.16
 %
Net OMSR income (loss)
(6
)
 
107

 
(113
)
 
(105.61
)%
All other
91

 
94

 
(3
)
 
(3.19
)%
Total service charges and fees
4,533

 
4,370

 
163

 
3.73
 %
Net gain on sale of mortgage loans
339

 
507

 
(168
)
 
(33.14
)%
Earnings on corporate owned life insurance policies
521

 
537

 
(16
)
 
(2.98
)%
Net gains on sale of AFS securities

 
142

 
(142
)
 
(100.00
)%
Other
 
 
 
 
 
 
 
Trust and brokerage advisory fees
2,144

 
1,961

 
183

 
9.33
 %
Corporate Settlement Solutions joint venture
274

 
171

 
103

 
60.23
 %
Other
275

 
414

 
(139
)
 
(33.57
)%
Total other
2,693

 
2,546

 
147

 
5.77
 %
Total noninterest income
$
8,086

 
$
8,102

 
$
(16
)
 
(0.20
)%
Significant changes in noninterest income are detailed below:
ATM and debit card fees fluctuate from period to period based primarily on card usage. While we do not anticipate significant changes to our ATM and debit card transactional fees, we do expect that fee income will continue to increase in 2018 as the trend of ATM and debit card usage continues to increase.
Paper statement fees were implemented during the third quarter of 2017; therefore, 2017 income is not comparative to income in 2018. We anticipate fee income to continue to increase during the remainder of 2018 and exceed 2017 levels.
OMSR income (loss) results are significantly based on OMSR valuation changes which are driven, in part, by changes in offering rates on residential mortgage loans, prepayments in the servicing-retained portfolio, and the volume of loans within the servicing-retained portfolio.  OMSR income during the remainder of 2018 will fluctuate based on valuation changes and may not exceed 2017 OMSR income depending on changes in offering rates.
We anticipate increases in our residential mortgage loan origination activity as a result of our various initiatives to drive growth. Additionally, we anticipate selling more residential mortgage loan originations as opposed to carrying them in our residential real estate portfolio. As a result, we expect net gains on the sale of mortgage loans to increase during the remainder of 2018 but may not exceed 2017 levels.
We are continually analyzing our AFS securities for potential sale opportunities. Securities with unrealized gains and less than desirable yields may be sold for funding and profitability purposes. During 2017, we identified several mortgage-backed securities that were desirable to be sold and recognized gains with these sales. We are taking the same approach in 2018 to sell AFS securities when appropriate.
In recent periods, we have invested considerable efforts to increase our market penetration with investment and trust services. We anticipate that fee income will continue to increase during the remainder of 2018 and exceed 2017 levels.
Income from our interest in Corporate Settlement Solutions, a title insurance company, has increased as a result of national sales volume and strong operating expense controls. Income for 2018 is expected to exceed 2017 levels.
The fluctuations in all other income are spread throughout various categories, none of which are individually significant.

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Table of Contents

Significant noninterest expense account balances are highlighted in the following tables with additional descriptions of significant fluctuations:
 
Three Months Ended September 30

 
 
 
 
Change
 
2018
 
2017
 
$
 
%
Compensation and benefits
 
 
 
 
 
 
 
Employee salaries
$
4,108

 
$
4,005

 
$
103

 
2.57
 %
Employee benefits
1,737

 
1,288

 
449

 
34.86
 %
Total compensation and benefits
5,845

 
5,293

 
552

 
10.43
 %
Furniture and equipment
 
 
 
 
 
 
 
Service contracts
521

 
508

 
13

 
2.56
 %
Computer expense
404

 
306

 
98

 
32.03
 %
Depreciation
528

 
511

 
17

 
3.33
 %
All other
47

 
52

 
(5
)
 
(9.62
)%
Total furniture and equipment
1,500

 
1,377

 
123

 
8.93
 %
Occupancy
 
 
 
 
 
 
 
Outside services
181

 
178

 
3

 
1.69
 %
Depreciation
222

 
212

 
10

 
4.72
 %
Utilities
143

 
132

 
11

 
8.33
 %
Property taxes
179

 
142

 
37

 
26.06
 %
All other
145

 
145

 

 
 %
Total occupancy
870

 
809

 
61

 
7.54
 %
Other
 
 
 
 
 
 
 
Consulting fees
189

 
259

 
(70
)
 
(27.03
)%
ATM and debit card fees
246

 
253

 
(7
)
 
(2.77
)%
Director fees
212

 
212

 

 
 %
Audit and related fees
353

 
322

 
31

 
9.63
 %
FDIC insurance premiums
185

 
172

 
13

 
7.56
 %
Donations and community relations
141

 
190

 
(49
)
 
(25.79
)%
Loan underwriting fees
339

 
237

 
102

 
43.04
 %
Printing and supplies
131

 
110

 
21

 
19.09
 %
Postage and freight
108

 
85

 
23

 
27.06
 %
Education and travel
130

 
143

 
(13
)
 
(9.09
)%
Marketing costs
285

 
172

 
113

 
65.70
 %
All other
538

 
505

 
33

 
6.53
 %
Total other
2,857

 
2,660

 
197

 
7.41
 %
Total noninterest expenses
$
11,072

 
$
10,139

 
$
933

 
9.20
 %

54

Table of Contents

 
Nine Months Ended September 30

 
 
 
 
Change
 
2018
 
2017
 
$
 
%
Compensation and benefits
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Employee salaries
$
12,369

 
$
12,127

 
$
242

 
2.00
 %
Employee benefits
4,649

 
3,540

 
1,109

 
31.33
 %
Total compensation and benefits
17,018

 
15,667

 
1,351

 
8.62
 %
Furniture and equipment
 
 
 
 
 
 
 
Service contracts
1,560

 
1,457

 
103

 
7.07
 %
Depreciation
1,538

 
1,531

 
7

 
0.46
 %
Computer expense
1,286

 
929

 
357

 
38.43
 %
All other
166

 
156

 
10

 
6.41
 %
Total furniture and equipment
4,550

 
4,073

 
477

 
11.71
 %
Occupancy
 
 
 
 
 
 
 
Depreciation
660

 
632

 
28

 
4.43
 %
Outside services
542

 
577

 
(35
)
 
(6.07
)%
Utilities
421

 
390

 
31

 
7.95
 %
Property taxes
470

 
434

 
36

 
8.29
 %
All other
408

 
428

 
(20
)
 
(4.67
)%
Total occupancy
2,501

 
2,461

 
40

 
1.63
 %
Other
 
 
 
 
 
 
 
Consulting fees
798

 
672

 
126

 
18.75
 %
ATM and debit card fees
712

 
873

 
(161
)
 
(18.44
)%
Director fees
643

 
634

 
9

 
1.42
 %
Audit and related fees
813

 
757

 
56

 
7.40
 %
FDIC insurance premiums
505

 
480

 
25

 
5.21
 %
Donations and community relations
502

 
488

 
14

 
2.87
 %
Loan underwriting fees
653

 
546

 
107

 
19.60
 %
Printing and supplies
336

 
320

 
16

 
5.00
 %
Postage and freight
330

 
304

 
26

 
8.55
 %
Education and travel
346

 
332

 
14

 
4.22
 %
Marketing costs
544

 
361

 
183

 
50.69
 %
All other
1,701

 
1,629

 
72

 
4.42
 %
Total other
7,883

 
7,396

 
487

 
6.58
 %
Total noninterest expenses
$
31,952

 
$
29,597

 
$
2,355

 
7.96
 %
Significant changes in noninterest expenses are detailed below:
The increase in employee benefits is primarily related to a settlement with an insurance claim administrator in 2017 in favor of Isabella Bank. Additional expense of $223 is related to our pension plan as a result of early distributions. Employee benefits are expected to increase moderately during the remainder of 2018 due to anticipated increases in health care costs and exceed 2017 levels as a result of the settlement.
Computer expense increased in 2018 due to data and system upgrades, additional network security costs, and one-time implementation costs. Expenses in 2018 are expected to continue to exceed 2017 levels.
Consulting fees have increased in 2018, in part, due to professional services related to income tax strategies. As a result, consulting fees are expected to exceed 2017 levels for the remainder of 2018.
ATM and debit card fees decreased primarily as a result of recognition of an early contract termination fee in the second quarter of 2017. As a result, these expenses in 2018 are not expected to exceed 2017 levels.

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Table of Contents

Marketing costs fluctuate from period-to-period based on the timing of campaigns, new markets, and promotion of new products and services. Expenses in 2018 are expected to continue to exceed 2017 levels.
The fluctuations in all other expenses are spread throughout various categories, none of which are individually significant.
Analysis of Changes in Financial Condition

September 30
2018
 
December 31
2017
 
$ Change
 
% Change
(unannualized)
ASSETS
 
 
 
 
 
 
 
Cash and cash equivalents
$
48,552

 
$
30,848

 
$
17,704

 
57.39
 %
AFS securities
 
 
 
 
 
 
 
Amortized cost of AFS securities
512,869

 
547,912

 
(35,043
)
 
(6.40
)%
Unrealized gains (losses) on AFS securities
(11,730
)
 
818

 
(12,548
)
 
N/M

AFS securities
501,139

 
548,730

 
(47,591
)
 
(8.67
)%
Equity securities, at fair value

 
3,577

 
(3,577
)
 
(100.00
)%
Mortgage loans AFS
2,811

 
1,560

 
1,251

 
80.19
 %
Loans
 
 
 
 


 
 
Gross loans
1,139,930

 
1,091,519

 
48,411

 
4.44
 %
Less allowance for loan and lease losses
8,100

 
7,700

 
400

 
5.19
 %
Net loans
1,131,830

 
1,083,819

 
48,011

 
4.43
 %
Premises and equipment
28,186

 
28,450

 
(264
)
 
(0.93
)%
Corporate owned life insurance policies
27,547

 
27,026

 
521

 
1.93
 %
Accrued interest receivable
7,669

 
7,063

 
606

 
8.58
 %
Equity securities without readily determinable fair values
24,948

 
23,454

 
1,494

 
6.37
 %
Goodwill and other intangible assets
48,473

 
48,547

 
(74
)
 
(0.15
)%
Other assets
12,508

 
10,056

 
2,452

 
24.38
 %
TOTAL ASSETS
$
1,833,663

 
$
1,813,130

 
$
20,533

 
1.13
 %
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Deposits
$
1,276,806

 
$
1,265,258

 
$
11,548

 
0.91
 %
Borrowed funds
359,776

 
344,878

 
14,898

 
4.32
 %
Accrued interest payable and other liabilities
8,545

 
8,089

 
456

 
5.64
 %
Total liabilities
1,645,127

 
1,618,225

 
26,902

 
1.66
 %
Shareholders’ equity
188,536

 
194,905

 
(6,369
)
 
(3.27
)%
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
1,833,663

 
$
1,813,130

 
$
20,533

 
1.13
 %
As shown above, total assets have increased since December 31, 2017. Gross loans increased 4.44% during the first nine months of 2018. During the first nine months of 2018, we have experienced deposit growth of 0.91%; however, it was outpaced by loan growth. To fund the loan growth, principal payments and maturities of AFS securities have not been replaced and borrowed funds were increased during 2018.
The following table outlines the changes in loans:

September 30
2018
 
December 31
2017
 
$ Change
 
% Change
(unannualized)
Commercial
$
668,915

 
$
634,759

 
$
34,156

 
5.38
%
Agricultural
129,232

 
128,269

 
963

 
0.75
%
Residential real estate
276,904

 
272,368

 
4,536

 
1.67
%
Consumer
64,879

 
56,123

 
8,756

 
15.60
%
Total
$
1,139,930

 
$
1,091,519

 
$
48,411

 
4.44
%

56

Table of Contents

The following table displays loan balances as of:

September 30
2018
 
June 30
2018
 
March 31
2018
 
December 31
2017
 
September 30
2017
Commercial
$
668,915

 
$
691,623

 
$
643,636

 
$
634,759

 
$
620,135

Agricultural
129,232

 
125,249

 
122,330

 
128,269

 
132,998

Residential real estate
276,904

 
273,607

 
270,150

 
272,368

 
271,480

Consumer
64,879

 
61,277

 
56,886

 
56,123

 
52,931

Total
$
1,139,930

 
$
1,151,756

 
$
1,093,002

 
$
1,091,519

 
$
1,077,544

While competition for commercial loans continues to be strong, we experienced significant growth in this segment of the portfolio during the last 12 months. The decline in the commercial loan portfolio during the third quarter of 2018, largely related to the loan payoff of one customer, is not an indication of what is to be expected for the remainder of 2018. Agricultural and residential real estate loans have fluctuated in recent periods and are both expected to grow modestly during the remainder of 2018. Consumer loans have experienced growth over the last year and are expected to continue to increase during the remainder of 2018.
The following table outlines the changes in deposits:

September 30
2018
 
December 31
2017
 
$ Change
 
% Change
(unannualized)
Noninterest bearing demand deposits
$
229,269

 
$
237,511

 
$
(8,242
)
 
(3.47
)%
Interest bearing demand deposits
235,529

 
231,666

 
3,863

 
1.67
 %
Savings deposits
359,720

 
342,815

 
16,905

 
4.93
 %
Certificates of deposit
340,049

 
331,718

 
8,331

 
2.51
 %
Brokered certificates of deposit
98,645

 
102,808

 
(4,163
)
 
(4.05
)%
Internet certificates of deposit
13,594

 
18,740

 
(5,146
)
 
(27.46
)%
Total
$
1,276,806

 
$
1,265,258

 
$
11,548

 
0.91
 %
The following table displays deposit balances as of:

September 30
2018
 
June 30
2018
 
March 31
2018
 
December 31
2017
 
September 30
2017
Noninterest bearing demand deposits
$
229,269

 
$
234,377

 
$
223,798

 
$
237,511

 
$
212,608

Interest bearing demand deposits
235,529

 
222,678

 
235,965

 
231,666

 
220,601

Savings deposits
359,720

 
364,387

 
366,045

 
342,815

 
358,358

Certificates of deposit
340,049

 
340,247

 
338,219

 
331,718

 
309,778

Brokered certificates of deposit
98,645

 
98,734

 
114,656

 
102,808

 
95,979

Internet certificates of deposit
13,594

 
14,339

 
19,185

 
18,740

 
18,738

Total
$
1,276,806

 
$
1,274,762

 
$
1,297,868

 
$
1,265,258

 
$
1,216,062

Deposits increased slightly during the quarter as a result of growth in interest bearing demand deposits. Certificates of deposit accounts have experienced marginal growth in recent periods. Brokered certificates of deposit offer another source of funding and fluctuate from period-to-period based on our funding needs.

57

Table of Contents

The balance of AFS securities fluctuates from period-to-period based on loan demand and deposit growth. While loan growth has been strong over the last year, we have purchased AFS securities in periods when deposit growth outpaced loan demand. Conversely, we have allowed AFS securities to decline through principal payments and maturities and have also sold AFS securities in periods when loan demand has outpaced deposit growth. We remain active in investments with our local schools and municipalities. The following table displays fair values of AFS securities as of:

September 30
2018
 
June 30
2018
 
March 31
2018
 
December 31
2017
 
September 30
2017
Government sponsored enterprises
$
180

 
$
190

 
$
202

 
$
216

 
$
232

States and political subdivisions
193,957

 
202,273

 
211,633

 
208,474

 
213,457

Auction rate money market preferred
3,108

 
3,135

 
3,012

 
3,049

 
3,172

Mortgage-backed securities
188,136

 
197,637

 
206,861

 
208,797

 
215,914

Collateralized mortgage obligations
115,758

 
120,873

 
126,054

 
128,194

 
116,499

Total
$
501,139

 
$
524,108

 
$
547,762

 
$
548,730

 
$
549,274

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

September 30
2018
 
June 30
2018
 
March 31
2018
 
December 31
2017
 
September 30
2017
FHLB advances
$
320,000

 
$
315,000

 
$
260,000

 
$
290,000

 
$
310,000

Securities sold under agreements to repurchase without stated maturity dates
39,776

 
31,296

 
32,913

 
54,878

 
54,977

Federal funds purchased

 
16,200

 
10,200

 

 
2,050

Total
$
359,776

 
$
362,496

 
$
303,113

 
$
344,878

 
$
367,027

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

September 30
2018
 
December 31
2017
Unfunded commitments under lines of credit
$
187,665

 
$
184,317

Commitments to grant loans
28,112

 
24,782

Commercial and standby letters of credit
1,641

 
1,622

Total
$
217,418

 
$
210,721

Unfunded commitments under lines of credit are commitments for possible future extensions of credit to existing customers. These commitments may expire without being drawn upon and do not necessarily represent future cash requirements. Advances to mortgage brokers are also included in unfunded commitments under lines of credit. The unfunded commitment amount is the difference between our outstanding balances and the maximum outstanding aggregate amount.
Commitments to grant loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The amount of collateral obtained, if it is deemed necessary, is based on management’s credit evaluation of the customer. Commitments to grant loans include residential mortgage loans that may be committed to be sold to the secondary market.
Commercial and standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support private borrowing arrangements, including commercial paper, bond financing, and similar transactions. These commitments to extend credit and letters of credit generally mature within one year. The credit risk involved in these transactions is essentially the same as that involved in extending loans to customers. We

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evaluate each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon the extension of credit, is based on a credit evaluation of the borrower. While we consider standby letters of credit to be guarantees, the amount of the liability related to such guarantees on the commitment date is not significant and a liability related to such guarantees is not recorded on the consolidated balance sheets.
Our exposure to credit-related loss in the event of nonperformance by the counter parties to the financial instruments for commitments to extend credit and standby letters of credit could be up to the contractual notional amount of those instruments. We use the same credit policies as we do for extending loans to customers. No significant losses are anticipated as a result of these commitments.
Capital
Capital consists solely of common stock, retained earnings, and accumulated other comprehensive income (loss). We are authorized to raise capital through dividend reinvestment, employee and director stock purchases, and shareholder stock purchases. Pursuant to these authorizations, we issued 189,074 shares or $5,093 of common stock during the first nine months of 2018, as compared to 178,712 shares or $4,999 of common stock during the same period in 2017. We also offer the Directors Plan in which participants either directly purchase stock or purchase stock units through deferred fees, in lieu of cash payments. Pursuant to this plan, we increased shareholders’ equity by $449 and $502 during the nine month periods ended September 30, 2018 and 2017, respectively.
We have publicly announced a common stock repurchase plan. Pursuant to this plan, we repurchased 215,427 shares or $6,212 of common stock during the first nine months of 2018 and 143,117 shares or $4,005 during the first nine months of 2017. As of September 30, 2018, we were authorized to repurchase up to an additional 200,244 shares of common stock.
The FRB has established minimum risk based capital guidelines. Pursuant to these guidelines, a framework has been established that assigns risk weights to each category of on and off-balance-sheet items to arrive at risk adjusted total assets. Regulatory capital is divided by the risk adjusted assets with the resulting ratio compared to the minimum standard to determine whether a corporation has adequate capital. On July 2, 2013, the FRB published revised BASEL III Capital standards for banks. The final rules redefine what is included or deducted from equity capital, changes risk weighting for certain on and off-balance sheet assets, increases the minimum required equity capital to be considered well capitalized, and introduces a capital conservation buffer. The rules, which are being gradually phased in between 2015 and 2019, are not expected to have a material impact on the Corporation but will require us to hold more capital than has historically been required.
There are no significant regulatory constraints placed on our capital. The FRB’s current recommended minimum primary capital to assets requirement is 6.00%. Our primary capital to adjusted average assets, or tier 1 leverage ratio, was 8.49% as of September 30, 2018.
Effective January 1, 2015, the minimum standard for primary, or Tier 1 capital, increased from 4.00% to 6.00%. The minimum standard for total capital is 8.00%. Also effective January 1, 2015 was the new common equity tier 1 capital ratio which had a minimum requirement of 4.50%. Beginning on January 1, 2016 the capital conservation buffer went into effect which will further increase the required levels each year through 2019. The following table sets forth the percentages required under the Risk Based Capital guidelines and our ratios as of:
 
September 30, 2018
 
December 31, 2017

Actual
 
Minimum Required
 
Actual
 
Minimum Required
Common equity tier 1 capital
12.180
%
 
6.375
%
 
12.230
%
 
5.750
%
 
 
 
 
 
 
 
 
Tier 1 capital
12.180
%
 
7.875
%
 
12.230
%
 
7.250
%
Tier 2 capital*
0.650
%
 
2.000
%
 
0.630
%
 
2.000
%
Total Capital
12.830
%
 
9.875
%
 
12.860
%
 
9.250
%
* Tier 2 capital, or secondary capital, includes only the ALLL. The percentage for the secondary capital under the required column is the maximum amount allowed from all sources.
At September 30, 2018, the Bank exceeded these minimum capital requirements.

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Fair Value
We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. AFS securities, cash flow hedge derivative instruments and certain liabilities are recorded at fair value on a recurring basis. Additionally, from time-to-time, we may be required to record at fair value other assets on a nonrecurring basis, such as mortgage loans AFS, impaired loans, goodwill, foreclosed assets, OMSR, and certain other assets and liabilities. These nonrecurring fair value adjustments typically involve the application of lower of cost or market accounting or write-downs of individual assets.
For further information regarding fair value measurements see “Note 12 – Fair Value” of our notes to the interim condensed consolidated financial statements.
Liquidity
Liquidity is monitored regularly by our Market Risk Committee, which consists of members of senior management. The committee reviews projected cash flows, key ratios, and liquidity available from both primary and secondary sources.
Our primary sources of liquidity are cash and cash equivalents and unencumbered AFS securities. These categories totaled $262,022 or 14.29% of assets as of September 30, 2018, compared to $293,188 or 16.17% as of December 31, 2017. The decrease in primary liquidity is a direct result of our unencumbered AFS securities' maturity, principal payment and sale activity during 2018. Liquidity is important for financial institutions because of their need to meet loan funding commitments, depositor withdrawal requests, and various other commitments including expansion of operations, investment opportunities, and payment of cash dividends. Liquidity could vary significantly daily, based on customer activity.
Our primary source of funds is through deposit accounts. We also have the ability to borrow from the FHLB, from the FRB, and through various correspondent banks in the form of federal funds purchased and a line of credit. These funding methods typically carry a higher interest rate than traditional market deposit accounts. Some borrowed funds, including FHLB advances, FRB Discount Window advances, and repurchase agreements, require us to pledge assets, typically in the form of AFS securities or loans, as collateral. As of September 30, 2018, we had available lines of credit of $128,606.
The following table summarizes our sources and uses of cash for the nine month period ended September 30:

2018
 
2017
 
$ Variance
Net cash provided by (used in) operating activities
$
12,240

 
$
13,728

 
$
(1,488
)
Net cash provided by (used in) investing activities
(13,447
)
 
(60,627
)
 
47,180

Net cash provided by (used in) financing activities
18,911

 
45,072

 
(26,161
)
Increase (decrease) in cash and cash equivalents
17,704

 
(1,827
)
 
19,531

Cash and cash equivalents January 1
30,848

 
22,894

 
7,954

Cash and cash equivalents September 30
$
48,552

 
$
21,067

 
$
27,485

Market Risk
Our primary market risks are interest rate risk and liquidity risk. We have no significant foreign exchange risk in the management of IRR. Any changes in foreign exchange rates or commodity prices would have an insignificant impact on our interest income and cash flows.
IRR is the exposure of our net interest income to changes in interest rates. IRR results from the difference in the maturity or repricing frequency of a financial institution's interest earning assets and its interest bearing liabilities. IRR is the fundamental method by which financial institutions earn income and create shareholder value. Excessive exposure to IRR could pose a significant risk to our earnings and capital.
The FRB has adopted a policy requiring us to effectively manage the various risks that can have a material impact on our safety and soundness. The risks include credit, interest rate, liquidity, operational, and reputational. We have policies, procedures, and internal controls for measuring and managing these risks. Specifically, our Funds Management policy and procedures include defining acceptable types and terms of investments and funding sources, liquidity requirements, limits on investments in long term assets, limiting the mismatch in repricing opportunity of assets and liabilities, and the frequency of measuring and reporting to our Board.
The primary technique to measure IRR is simulation analysis. Simulation analysis forecasts the effects on the balance sheet structure and net interest income under a variety of scenarios that incorporate changes in interest rates, the shape of yield

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curves, interest rate relationships, loan prepayments, and changes in funding sources. These forecasts are compared against net interest income projected in a stable interest rate environment. While many assets and liabilities reprice either at maturity or in accordance with their contractual terms, several balance sheet components demonstrate characteristics that require an evaluation to more accurately reflect their repricing behavior. Key assumptions in the simulation analysis include prepayments on loans, probable calls of investment securities, changes in market conditions, loan volumes and loan pricing, deposit sensitivity, and customer preferences. These assumptions are inherently uncertain as they are subject to fluctuation and revision in a dynamic environment. As a result, the simulation analysis cannot precisely forecast the impact of rising and falling interest rates on net interest income. Actual results will differ from simulated results due to many other factors, including changes in balance sheet components, interest rate changes, changes in market conditions, and management strategies.
Our interest rate sensitivity is estimated by first forecasting the next 12 and 24 months of net interest income under an assumed environment of a constant balance sheet and constant market interest rates (base case). We then compare the results of various simulation analyses to the base case. At September 30, 2018, we projected the change in net interest income during the next 12 and 24 months assuming market interest rates were to immediately decrease by 100 basis points and increase by 100, 200, 300, and 400 basis points in a parallel fashion over the entire yield curve during the same time period. We did not report scenarios showing 200 basis point decreases in interest rates as this is considered extremely unlikely given current interest rate levels. These projections were based on our assets and liabilities remaining static over the next 12 and 24 months, while factoring in probable calls and prepayments of certain investment securities and residential real estate and consumer loans. While it is extremely unlikely that interest rates would immediately increase to these levels, we feel that these extreme scenarios help us identify potential gaps and mismatches in the repricing characteristics of assets and liabilities. We regularly monitor our projected net interest income sensitivity to ensure that it remains within established limits. As of September 30, 2018, our interest rate sensitivity results were within Board approved limits.
The following tables summarize our interest rate sensitivity for the next 12 and 24 months as of:

September 30, 2018

12 Months

24 Months
Immediate basis point change assumption (short-term)
-100
 
+100
 
+200
 
+300
 
+400
 
-100
 
+100
 
+200
 
+300
 
+400
Percent change in net interest income vs. constant rates
(2.68
)%
 
1.44
%
 
2.87
%
 
5.25
%
 
6.55
%
 
(3.48
)%
 
1.91
%
 
3.39
%
 
5.57
%
 
5.54
%
 
December 31, 2017
 
12 Months
 
24 Months
Immediate basis point change assumption (short-term)
-100
 
+100
 
+200
 
+300
 
+400
 
-100
 
+100
 
+200
 
+300
 
+400
Percent change in net interest income vs. constant rates
(2.43
)%
 
2.36
%
 
4.18
%
 
5.99
%
 
7.94
%
 
(2.29
)%
 
2.61
%
 
4.17
%
 
5.39
%
 
6.09
%

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The following tables provide information about assets and liabilities that are sensitive to changes in interest rates as of September 30, 2018 and December 31, 2017. The principal amounts of investments, loans, other interest earning assets, borrowings, and time deposits maturing were calculated based on the contractual maturity dates. Estimated cash flows for savings and NOW accounts are based on our estimated deposit decay rates.

September 30, 2018
 
2019
 
2020
 
2021
 
2022
 
2023
 
Thereafter
 
Total
 
Fair Value
Rate sensitive assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other interest bearing assets
$
26,588

 
$
100

 
$

 
$

 
$

 
$

 
$
26,688

 
$
26,687

Average interest rates
1.78
%
 
1.72
%
 
%
 
%
 
%
 
%
 
1.78
%
 
 
AFS securities
$
83,108

 
$
77,679

 
$
65,980

 
$
69,278

 
$
60,782

 
$
144,312

 
$
501,139

 
$
501,139

Average interest rates
2.43
%
 
2.58
%
 
2.57
%
 
2.42
%
 
2.50
%
 
2.85
%
 
2.60
%
 
 
Fixed interest rate loans (1)
$
156,087

 
$
121,295

 
$
144,319

 
$
125,663

 
$
125,018

 
$
198,144

 
$
870,526

 
$
830,022

Average interest rates
4.27
%
 
4.39
%
 
4.33
%
 
4.30
%
 
4.43
%
 
4.16
%
 
4.30
%
 
 
Variable interest rate loans (1)
$
71,217

 
$
27,946

 
$
40,158

 
$
27,205

 
$
17,339

 
$
85,539

 
$
269,404

 
$
262,076

Average interest rates
6.11
%
 
5.55
%
 
5.64
%
 
5.08
%
 
4.76
%
 
3.85
%
 
5.08
%
 
 
Rate sensitive liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed rate borrowed funds
$
159,776

 
$
40,000

 
$
35,000

 
$
50,000

 
$
35,000

 
$
30,000

 
$
349,776

 
$
344,610

Average interest rates
1.47
%
 
2.34
%
 
1.78
%
 
1.97
%
 
3.17
%
 
2.36
%
 
1.92
%
 
 
Variable rate borrowed funds
$

 
$

 
$
10,000

 
$

 
$

 
$

 
$
10,000

 
$
10,005

Average interest rates
%
 
%
 
2.62
%
 
%
 
%
 
%
 
2.62
%
 
 
Savings and NOW accounts
$
51,600

 
$
46,717

 
$
41,930

 
$
37,667

 
$
33,875

 
$
383,460

 
$
595,249

 
$
595,249

Average interest rates
0.38
%
 
0.37
%
 
0.37
%
 
0.36
%
 
0.36
%
 
0.35
%
 
0.35
%
 
 
Fixed interest rate certificates of deposit
$
227,401

 
$
80,136

 
$
51,582

 
$
40,533

 
$
33,551

 
$
12,044

 
$
445,247

 
$
433,557

Average interest rates
1.49
%
 
2.01
%
 
1.80
%
 
1.90
%
 
2.09
%
 
2.14
%
 
1.72
%
 
 
Variable interest rate certificates of deposit
$
4,060

 
$
2,981

 
$

 
$

 
$

 
$

 
$
7,041

 
$
7,019

Average interest rates
2.14
%
 
2.44
%
 
%
 
%
 
%
 
%
 
2.26
%
 
 

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December 31, 2017
 
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
 
Fair Value
Rate sensitive assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other interest bearing assets
$
5,481

 
$

 
$
100

 
$

 
$

 
$

 
$
5,581

 
$
5,581

Average interest rates
1.65
%
 
%
 
0.35
%
 
%
 
%
 
%
 
1.63
%
 
 
AFS securities
$
95,000

 
$
72,551

 
$
71,591

 
$
68,127

 
$
60,607

 
$
180,854

 
$
548,730

 
$
548,730

Average interest rates
2.33
%
 
2.46
%
 
2.59
%
 
2.58
%
 
2.38
%
 
2.56
%
 
2.49
%
 
 
Equity securities
$

 
$

 
$

 
$

 
$

 
$
3,577

 
$
3,577

 
$
3,577

Average interest rates
%
 
%
 
%
 
%
 
%
 
4.00
%
 
4.00
%
 
 
Fixed interest rate loans (1)
$
153,100

 
$
118,068

 
$
114,872

 
$
129,992

 
$
116,779

 
$
222,971

 
$
855,782

 
$
825,855

Average interest rates
4.12
%
 
4.34
%
 
4.24
%
 
4.16
%
 
4.34
%
 
4.01
%
 
4.17
%
 
 
Variable interest rate loans (1)
$
70,738

 
$
35,473

 
$
27,164

 
$
25,494

 
$
20,158

 
$
56,710

 
$
235,737

 
$
231,051

Average interest rates
5.48
%
 
4.79
%
 
4.91
%
 
4.43
%
 
4.39
%
 
3.72
%
 
4.68
%
 
 
Rate sensitive liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed rate borrowed funds
$
124,878

 
$
85,000

 
$
35,000

 
$
50,000

 
$
20,000

 
$
20,000

 
$
334,878

 
$
332,146

Average interest rates
1.15
%
 
1.87
%
 
1.80
%
 
1.91
%
 
1.97
%
 
2.54
%
 
1.65
%
 
 
Variable rate borrowed funds
$

 
$

 
$

 
$
10,000

 
$

 
$

 
$
10,000

 
$
9,943

Average interest rates
%
 
%
 
%
 
1.72
%
 
%
 
%
 
1.72
%
 
 
Savings and NOW accounts
$
49,140

 
$
44,096

 
$
39,607

 
$
35,611

 
$
32,051

 
$
373,976

 
$
574,481

 
$
574,481

Average interest rates
0.22
%
 
0.22
%
 
0.22
%
 
0.22
%
 
0.21
%
 
0.27
%
 
0.25
%
 
 
Fixed interest rate certificates of deposit
$
188,598

 
$
109,047

 
$
37,604

 
$
50,814

 
$
38,843

 
$
21,840

 
$
446,746

 
$
437,400

Average interest rates
1.05
%
 
1.57
%
 
1.62
%
 
1.76
%
 
1.85
%
 
2.05
%
 
1.42
%
 
 
Variable interest rate certificates of deposit
$
2,414

 
$
4,106

 
$

 
$

 
$

 
$

 
$
6,520

 
$
6,492

Average interest rates
1.40
%
 
1.66
%
 
%
 
%
 
%
 
%
 
1.56
%
 
 
 (1) The fair value reported is exclusive of the allocation of the ALLL.
We do not believe that there has been a material change in the nature or categories of our primary market risk exposure, or the particular markets that present the primary risk of loss. As of the date of this report, we do not know of or expect there to be any material change in the general nature of our primary market risk exposure in the near term and we do not expect to make material changes in those methods used to measure and assess market risk in the near term. We may change those methods in the future to adapt to changes in circumstances or to implement new techniques.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
The information presented in the section captioned “Market Risk” in Management's Discussion and Analysis of Financial Condition and Results of Operations is incorporated herein by reference.
Item 4. Controls and Procedures.
DISCLOSURE CONTROLS AND PROCEDURES
We carried out an evaluation, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of September 30, 2018, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of September 30, 2018, were effective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the most recent fiscal quarter, no change occurred in our internal control over financial reporting that materially affected, or is likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We are not involved in any material legal proceedings. We are involved in ordinary, routine litigation incidental to our business; however, no such routine proceedings are expected to result in any material adverse effect on operations, earnings, financial condition, or cash flows.
Item 1A. Risk Factors.
There have been no material changes to the risk factors disclosed in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2017.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(A)
None
(B)
None
(C)
Repurchases of Common Stock
We have adopted and publicly announced a common stock repurchase plan. The plan was last amended on August 22, 2018, to allow for the repurchase of an additional 200,000 shares of common stock after that date. These authorizations do not have expiration dates. As common shares are repurchased under this plan, they are retired and revert back to the status of authorized, but unissued common shares.
The following table provides information for the three month period ended September 30, 2018, with respect to this plan:
 
Common Shares Repurchased
 
Total Number of Common Shares Purchased as Part of Publicly Announced Plan or Program
 
Maximum Number of Common Shares That May Yet Be Purchased Under the Plans or Programs

Number
 
Average Price
Per Common Share
 
 
Balance, June 30
 
 
 
 
 
 
170,191

July 1 - 31
7,374

 
$
26.85

 
7,374

 
162,817

August 1 - 22
92,836

 
29.39

 
92,836

 
69,981

Additional Authorization (200,000 shares)

 

 

 
269,981

August 23 - 31
65,425

 
29.48

 
65,425

 
204,556

September 1 - 30
4,312

 
27.60

 
4,312

 
200,244

Balance, September 30
169,947

 
$
29.27

 
169,947

 
200,244

On December 21, 2016, the Board approved the termination of a non-leveraged ESOP, which was frozen to new participants on December 31, 2006.  As we anticipated and disclosed in our Annual Report on Form 10-K for the year ended December 31, 2017, dissolution of the ESOP occurred during the three month period ended September 30, 2018.  The dissolution resulted in the repurchase of 154,613 shares from ESOP participants during the three month period ended September 30, 2018, at the price of $29.50 per share, as determined by an independent valuation firm as set forth by the plan document.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Not applicable.

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Item 6. Exhibits.
(a) Exhibits
Exhibit Number
 
Exhibits
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101.1*
 
101.INS (XBRL Instance Document)
 
 
 
 
 
101.SCH (XBRL Taxonomy Extension Schema Document)
 
 
 
 
 
101.CAL (XBRL Calculation Linkbase Document)
 
 
 
 
 
101.LAB (XBRL Taxonomy Label Linkbase Document)
 
 
 
 
 
101.DEF (XBRL Taxonomy Linkbase Document)
 
 
 
 
 
101.PRE (XBRL Taxonomy Presentation Linkbase Document)
*
In accordance with Rule 406T of Regulations S-T, the XBRL related information shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Isabella Bank Corporation
 
 
 
 
Date:
November 8, 2018
 
 
/s/ Jae A. Evans
 
 
 
 
Jae A. Evans
 
 
 
 
President, Chief Executive Officer
 
 
 
 
(Principal Executive Officer)
 
 
 
 
 
Date:
November 8, 2018
 
 
/s/ Neil M. McDonnell
 
 
 
 
Neil M. McDonnell
 
 
 
 
Chief Financial Officer
 
 
 
 
(Principal Financial Officer)

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