Part I - FINANCIAL INFORMATION [Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) This section presents Alerus Financial Corporation's unaudited consolidated financial statements for Q1 2022, including balance sheets, income, comprehensive income, equity, and cash flow statements, with detailed notes [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased slightly to **$3.34 billion** as of March 31, 2022, primarily due to reduced cash, while stockholders' equity significantly declined to **$328.5 million** from unrealized losses on available-for-sale securities Consolidated Balance Sheet Summary (in thousands) | Account | March 31, 2022 (Unaudited) | December 31, 2021 (Audited) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $132,832 | $242,311 | | Net loans | $1,786,329 | $1,726,448 | | Investment securities (AFS & HTM) | $1,206,483 | $1,205,710 | | **Total assets** | **$3,336,199** | **$3,392,691** | | **Liabilities & Equity** | | | | Total deposits | $2,892,267 | $2,920,551 | | Total liabilities | $3,007,694 | $3,033,288 | | Accumulated other comprehensive income (loss) | ($42,324) | ($4,255) | | **Total stockholders' equity** | **$328,505** | **$359,403** | | **Total liabilities and stockholders' equity** | **$3,336,199** | **$3,392,691** | [Consolidated Statements of Income](index=4&type=section&id=Consolidated%20Statements%20of%20Income) Net income for Q1 2022 decreased by **33.1%** to **$10.2 million**, primarily driven by a significant **$12.2 million** reduction in mortgage banking noninterest income, while net interest income remained stable Quarterly Income Statement Summary (in thousands, except per share data) | Metric | Three months ended March 31, 2022 | Three months ended March 31, 2021 | | :--- | :--- | :--- | | Net interest income | $21,673 | $22,038 | | Provision for loan losses | $0 | $0 | | Noninterest income | $29,470 | $40,881 | | *Mortgage banking* | *$4,931* | *$17,132* | | Noninterest expense | $38,071 | $43,042 | | **Net income** | **$10,184** | **$15,215** | | **Diluted EPS** | **$0.57** | **$0.86** | [Consolidated Statements of Comprehensive Income](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) The company reported a total comprehensive loss of **$27.9 million** for Q1 2022, primarily due to a **$38.1 million** other comprehensive loss from unrealized losses on available-for-sale securities, offsetting net income Quarterly Comprehensive Income (Loss) (in thousands) | Item | Three months ended March 31, 2022 | Three months ended March 31, 2021 | | :--- | :--- | :--- | | Net Income | $10,184 | $15,215 | | Other comprehensive income (loss), net of tax | ($38,069) | ($13,594) | | **Total comprehensive income (loss)** | **($27,885)** | **$1,621** | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash and cash equivalents decreased by **$109.5 million** in Q1 2022, driven by net cash used in investing activities for securities purchases and financing activities from deposit decreases and dividend payments Quarterly Cash Flow Summary (in thousands) | Activity | Three months ended March 31, 2022 | Three months ended March 31, 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $34,847 | $54,841 | | Net cash used in investing activities | ($112,592) | ($180,370) | | Net cash provided by financing activities | ($31,734) | $142,784 | | **Net change in cash and cash equivalents** | **($109,479)** | **$17,255** | [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, investment portfolio unrealized losses, loan growth with stable credit quality, a sharp decline in mortgage banking income, and regulatory capital remaining well above minimums - The investment portfolio's total unrealized losses significantly increased from **$15.5 million** at year-end 2021 to **$80.7 million** as of March 31, 2022, primarily due to changes in interest rates[41](index=41&type=chunk)[42](index=42&type=chunk)[45](index=45&type=chunk) - Total loans grew to **$1.82 billion** from **$1.76 billion** at year-end 2021, with criticized loans decreasing from **$21.2 million** to **$16.5 million**, representing **0.91%** of total loans[56](index=56&type=chunk)[207](index=207&type=chunk) - The Mortgage segment's net income before taxes sharply fell to **$620 thousand** in Q1 2022 from **$6.7 million** in Q1 2021, reflecting the slowdown in the mortgage market[109](index=109&type=chunk)[115](index=115&type=chunk) - The Company and the Bank remain well-capitalized, with a consolidated Total capital to risk-weighted assets ratio of **18.12%** as of March 31, 2022[125](index=125&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=50&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the Q1 2022 net income decrease primarily to a **$12.2 million** decline in mortgage banking revenue, while loan growth occurred and stockholders' equity decreased due to unrealized securities losses Key Performance Ratios | Performance Ratio | March 31, 2022 | March 31, 2021 | | :--- | :--- | :--- | | Return on average total assets | 1.26% | 2.02% | | Return on average common equity | 11.78% | 18.46% | | Noninterest income as a % of revenue | 57.62% | 64.97% | | Net interest margin (tax-equivalent) | 2.83% | 3.12% | | Efficiency ratio (non-GAAP) | 72.25% | 66.43% | - The primary driver for the year-over-year decrease in net income was a **$12.2 million** decrease in mortgage banking revenue, resulting from a **$331.3 million (63.9%)** decrease in mortgage originations[189](index=189&type=chunk) - Stockholders' equity decreased by **$30.9 million**, or **8.6%**, during the quarter, primarily due to a **$38.1 million** decrease in other comprehensive income from unrealized losses on available-for-sale securities caused by rising interest rates[229](index=229&type=chunk)[231](index=231&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=84&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages interest-rate risk through ALCO, using simulations that project a **2.1%** decrease in NII over 12 months but a **3.5%** increase over 24 months for a **+100 bps** rate shock, with EVE decreasing by **3.1%** Net Interest Income Sensitivity Analysis (as of March 31, 2022) | Rate Shock | % Change in NII (Next 12 months) | % Change in NII (Next 24 months) | | :--- | :--- | :--- | | +300 bps | -5.3% | +2.9% | | +200 bps | -3.8% | +3.1% | | +100 bps | -2.1% | +3.5% | | -100 bps | -4.5% | -5.6% | Economic Value of Equity (EVE) Sensitivity Analysis (as of March 31, 2022) | Rate Shock | % Change in EVE | | :--- | :--- | | +300 bps | -15.2% | | +200 bps | -8.7% | | +100 bps | -3.1% | | -100 bps | 0.0% | [Controls and Procedures](index=87&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2022, with no material changes to internal control over financial reporting identified during the quarter - The President and Chief Executive Officer and the Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective as of the end of the period[257](index=257&type=chunk) - No material changes to the Company's internal control over financial reporting were identified during the first quarter of 2022[258](index=258&type=chunk) Part II - OTHER INFORMATION [Legal Proceedings](index=87&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no material pending legal proceedings beyond routine litigation incidental to its business - There are no material pending legal proceedings, other than ordinary routine litigation incidental to the business[259](index=259&type=chunk) [Risk Factors](index=87&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, were reported - No material changes to the risk factors disclosed in the Company's Annual Report on Form 10-K filed on March 11, 2022, were reported[260](index=260&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=87&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities, with **20,631 shares** repurchased at an average price of **$29.43** per share during Q1 2022, solely for employee tax withholding on vested restricted stock Issuer Repurchases of Equity Securities (Q1 2022) | Month | Total Shares Purchased | Average Price Paid per Share | Shares Purchased as Part of Publicly Announced Plan | | :--- | :--- | :--- | :--- | | January | 240 | $29.28 | 0 | | February | 20,391 | $29.43 | 0 | | March | 0 | N/A | 0 | | **Total** | **20,631** | **$29.43** | **0** | - The stock repurchase program, authorizing up to **770,000 shares**, remains active with no shares repurchased under it during the quarter[262](index=262&type=chunk) [Exhibits](index=89&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, employment agreements, and required CEO and CFO certifications - Exhibits filed include CEO and CFO certifications required by the Sarbanes-Oxley Act (Exhibits 31.1, 31.2, 32.1, 32.2) and iXBRL data files[265](index=265&type=chunk) Signatures [Signatures](index=90&type=section&id=Signatures_summary) The Form 10-Q report was duly authorized and signed on May 6, 2022, by Katie A. Lorenson, President and Chief Executive Officer, and Alan A. Villalon, Executive Vice President and Chief Financial Officer

Alerus Financial Corporation (NASDAQ:ALRS) Q1 2022 Earnings Conference Call April 28, 2022 10:00 AM ET Company Participants Katie Lorenson - President & CEO Alan Villalon - CFO Karin Taylor - Chief Risk Officer Conference Call Participants Jeff Rulis - D.A. Davidson Nathan Race - Piper Sandler Operator Good morning, and welcome to the Alerus Financial Corporation Earnings Conference Call. All participants will be in listen-only mode. [Operator instructions] After today's presentation, there will be an oppor ...

[PART I](index=5&type=section&id=PART%20I) [Item 1. Business](index=5&type=section&id=Item%201.%20Business) Alerus Financial Corporation is a diversified financial services company offering banking, retirement and benefit services, wealth management, and mortgage solutions, emphasizing a client-centric 'One Alerus' approach. - **Total Assets** were **$3.4 billion** as of December 31, 2021[11](index=11&type=chunk) - **Total Loans** were **$1.8 billion** as of December 31, 2021[11](index=11&type=chunk) - **Total Deposits** were **$2.9 billion** as of December 31, 2021[11](index=11&type=chunk) - **Stockholders' Equity** was **$359.4 million** as of December 31, 2021[11](index=11&type=chunk) - **Retirement & Benefit Services AUA/AUM** totaled **$36.7 billion** as of December 31, 2021[11](index=11&type=chunk) - **Wealth Management AUA/AUM** totaled **$4.0 billion** as of December 31, 2021[11](index=11&type=chunk) - **Mortgage Originations** for FY2021 were **$1.8 billion**[11](index=11&type=chunk) - Alerus Financial Corporation is a diversified financial services company providing banking, retirement and benefit services, wealth management, and mortgage solutions, with a majority of revenue from noninterest income[10](index=10&type=chunk)[12](index=12&type=chunk) - On December 8, 2021, the company entered into a merger agreement with MPB BHC, Inc., with MPB merging into Alerus, valued at approximately **$85.3 million**[14](index=14&type=chunk) - The 'One Alerus' initiative, launched in 2017, focuses on providing integrated, high-tech, high-touch financial solutions through a primary point of contact and an integrated client-access portal (My Alerus)[16](index=16&type=chunk)[17](index=17&type=chunk)[18](index=18&type=chunk) [Company Overview and History](index=7&type=section&id=Company%20Overview%20and%20History) Alerus Financial Corporation, founded in 1879, evolved into a diversified financial services company through organic and acquisition growth, rebranding in 2000. - Alerus Financial Corporation, founded in 1879 as the Bank of Grand Forks, rebranded in 2000 to reflect its evolution into a diversified financial services company, experiencing significant organic and acquisition growth[10](index=10&type=chunk)[13](index=13&type=chunk) [Recent Developments](index=7&type=section&id=Recent%20Developments) Alerus Financial Corporation entered a merger agreement with MPB BHC, Inc. on December 8, 2021, valued at approximately $85.3 million. - Alerus Financial Corporation entered into an Agreement and Plan of Merger with MPB BHC, Inc. on December 8, 2021, where MPB will merge into Alerus, with an aggregate transaction value of approximately **$85.3 million**[14](index=14&type=chunk) [Our Business Model and Products and Services](index=8&type=section&id=Our%20Business%20Model%20and%20Products%20and%20Services) The company employs a client-centric 'One Alerus' business model, providing integrated financial solutions and proactive advice to targeted business and consumer segments. - The company's client-centric business model, driven by the 'One Alerus' initiative, targets specific business and consumer segments with complex financial needs, offering proactive advice and an integrated client-access portal (My Alerus)[15](index=15&type=chunk)[16](index=16&type=chunk)[17](index=17&type=chunk)[18](index=18&type=chunk)[20](index=20&type=chunk) [Banking](index=10&type=section&id=Banking) The banking segment provides diverse commercial and consumer lending and deposit products, with core deposits representing 96.9% of total deposits as of December 31, 2021. - The banking segment offers diverse commercial and consumer lending products, including real estate and industrial loans, and a broad range of deposit products, with core deposits totaling **$2.8 billion** (**96.9% of total deposits**) as of December 31, 2021[21](index=21&type=chunk)[22](index=22&type=chunk)[23](index=23&type=chunk) - Synergistic deposits from retirement and benefit services and wealth management segments totaled **$669.0 million**, including **$153.2 million** from HSA deposits, as of December 31, 2021[23](index=23&type=chunk) [Retirement and Benefit Services](index=11&type=section&id=Retirement%20and%20Benefit%20Services) The retirement and benefit services segment offers nationwide administration, investment advisory, and various benefit program services, including ESOP, payroll, HSA, and FSA. - The retirement and benefit services business provides nationwide retirement plan administration, investment advisory, ESOP fiduciary, payroll, HSA, FSA, and government health insurance program services[25](index=25&type=chunk) [Wealth Management](index=11&type=section&id=Wealth%20Management) The wealth management division provides comprehensive financial planning, investment management, trust, estate administration, custody, and brokerage services. - The wealth management division offers financial planning, investment management (including proprietary Dimension and Blueprint strategies), personal and corporate trust services, estate administration, custody, and brokerage services[26](index=26&type=chunk) [Mortgage](index=11&type=section&id=Mortgage) The mortgage business originates first and second residential mortgage loans, primarily for purchases and refinances, with a significant portion from the Twin Cities MSA. - The mortgage business originates first and second mortgage loans, primarily for residential property purchases (**51.2% in 2021**) and refinances (**48.8%**), with **90.2% of originations** from the Twin Cities MSA in 2021[27](index=27&type=chunk) - The company originates and sells servicing-released whole loans in the secondary market, with **$1.8 billion** in mortgage originations for the year ended December 31, 2021[27](index=27&type=chunk)[29](index=29&type=chunk) [Our Banking Market Areas](index=13&type=section&id=Our%20Banking%20Market%20Areas) The company's primary banking markets are concentrated in North Dakota, Minnesota's Twin Cities MSA, and Arizona's Phoenix MSA. - Primary banking markets include North Dakota (Grand Forks, Fargo, West Fargo, Northwood), Minnesota (Twin Cities MSA), and Arizona (Scottsdale, Mesa)[30](index=30&type=chunk)[31](index=31&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk) - The Bank of North Dakota expands lending capacity and offers additional financing options and deposit management for municipal/county governments without collateral requirements[32](index=32&type=chunk) [Our National Market](index=13&type=section&id=Our%20National%20Market) The retirement and benefit services segment operates nationally, serving clients across all 50 states under a dedicated National Market President. - The retirement and benefit services business serves clients in all 50 states, with a formalized 'National Market' overseen by a National Market President[35](index=35&type=chunk) National Market Metrics (as of Dec 31, 2021) | Metric | Value (as of Dec 31, 2021) | | :----------------------------------- | :------------------------- | | Retirement & Benefit Services AUA/AUM | $28.4 billion (77.4% of total) | | Wealth Management AUA/AUM | $577.9 million (14.3% of total) | | Loans | $38.6 million (2.2% of total) | | Deposits | $671.3 million (23.0% of total) | [Competition](index=15&type=section&id=Competition) Alerus operates in a highly competitive financial services industry, competing with diverse institutions across banking, mortgage, wealth management, and record-keeping sectors. - The financial services industry is highly competitive, with Alerus competing against banks, nonbank institutions, and online businesses across commercial and consumer banking, mortgages, wealth advisory, investment management, trust, and record-keeping[38](index=38&type=chunk) - Alerus differentiates itself through an integrated, high-touch service offering and a sophisticated relationship-oriented approach[38](index=38&type=chunk) [Human Capital Resources](index=15&type=section&id=Human%20Capital%20Resources) The company fosters a culture based on core values, supported by a Talent Management Program focused on leadership development and continuous employee training. Employee Count (approx.) | Employee Category | Count (approx.) | | :-------------------------- | :-------------- | | Total Employees | 836 | | Full-time Employees | 779 | | Part-time Employees | 57 | | Male | 284 | | Female | 552 | | White | 758 | | Other Ethnicities | 78 | Employees by Operating Segment | Operating Segment | Employees |\n| :-------------------------- | :-------- | | Banking | 94 | | Mortgage | 111 | | Retirement and Benefits | 224 | | Wealth Management | 21 | | Sales and Service | 222 | | Client Service Center | 35 | | Staff Areas (HR, IT, Audit, Legal, Compliance, Executives) | 129 | - The company's culture is built on core values like 'Do the Right Thing' and 'Cherish People', supported by a Talent Management Program focused on leadership essentials and continuous development through Alerus University and other programs[40](index=40&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk) - Compensation programs are designed to align with company performance, balancing short-term and long-term incentives, and include a comprehensive benefits package[43](index=43&type=chunk)[44](index=44&type=chunk) [Corporate Information](index=17&type=section&id=Corporate%20Information) Alerus Financial Corporation's principal executive office is in Grand Forks, North Dakota, with SEC filings available on its investor relations website. - Alerus Financial Corporation's principal executive office is in Grand Forks, North Dakota[45](index=45&type=chunk) - Its SEC filings are accessible via its investor relations website[47](index=47&type=chunk) [SUPERVISION AND REGULATION](index=19&type=section&id=SUPERVISION%20AND%20REGULATION) Alerus Financial Corporation and its subsidiary, Alerus Financial, N.A., are extensively regulated by federal agencies, with regulations primarily aimed at protecting depositors rather than stockholders. - Alerus Financial Corporation and its subsidiary, Alerus Financial, N.A., are extensively regulated by federal agencies including the Federal Reserve, OCC, FDIC, and CFPB, with regulations primarily aimed at protecting depositors rather than stockholders[48](index=48&type=chunk)[49](index=49&type=chunk) - The company operates under a comprehensive supervisory framework that includes regular examinations, capital requirements (Basel III Rule), and prompt corrective action provisions based on capital levels[50](index=50&type=chunk)[51](index=51&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk)[61](index=61&type=chunk)[64](index=64&type=chunk) [COVID-19 Pandemic](index=21&type=section&id=COVID-19%20Pandemic) Federal bank regulatory agencies provided guidance and relief measures to banks during the COVID-19 pandemic, including capital buffer use and revised examination methods. - Federal bank regulatory agencies issued guidance and took steps to help banks navigate the COVID-19 pandemic, including encouraging capital buffer use, permitting reporting extensions, and revamping examination methods to off-site reviews[52](index=52&type=chunk) [The Role of Capital](index=21&type=section&id=The%20Role%20of%20Capital) Banks must maintain minimum capital levels under Basel III rules, which enhanced capital quantity and quality by introducing Common Equity Tier 1 Capital requirements. - Banks are required to hold minimum capital levels based on Basel III rules, which increased the quantity and quality of capital, introducing Common Equity Tier 1 Capital and more stringent criteria for other capital forms[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk) Basel III Minimum Capital Ratios | Capital Ratio | Requirement | | :---------------------------- | :---------- | | Common Equity Tier 1 Capital | 4.5% | | Tier 1 Capital | 6% | | Total Capital (Tier 1 + Tier 2) | 8% | | Leverage Ratio (Tier 1 to total average assets) | 4% | - To make capital distributions without restriction, institutions must maintain an additional **2.5% Common Equity Tier 1 Capital** as a capital conservation buffer, increasing minimum ratios to **7% (CET1)**, **8.5% (Tier 1)**, and **10.5% (Total Capital)**[60](index=60&type=chunk) - As of December 31, 2021, both the Bank and the Company were well-capitalized and in compliance with the capital conservation buffer[63](index=63&type=chunk) [Prompt Corrective Action](index=25&type=section&id=Prompt%20Corrective%20Action) Federal banking regulators possess broad 'prompt corrective action' powers, enabling interventions from capital restoration plans to receiver appointments based on an institution's capital levels. - Federal banking regulators have broad powers for 'prompt corrective action' based on an institution's capital level, ranging from requiring capital restoration plans to appointing a receiver[64](index=64&type=chunk) [Community Bank Capital Simplification](index=25&type=section&id=Community%20Bank%20Capital%20Simplification) The Regulatory Relief Act permits community banks under $10 billion in assets to adopt a simplified Community Bank Leverage Ratio framework, requiring a CBLR exceeding 9%. - The Regulatory Relief Act allows community banks with less than **$10 billion** in assets to elect a simplified Community Bank Leverage Ratio (CBLR) framework, requiring a CBLR greater than **9%**[65](index=65&type=chunk) [Supervision and Regulation of the Company](index=25&type=section&id=Supervision%20and%20Regulation%20of%20the%20Company) As a financial holding company, Alerus Financial Corporation is regulated by the Federal Reserve, mandated to provide financial and managerial strength to its subsidiary bank. - Alerus Financial Corporation, as a financial holding company, is regulated by the Federal Reserve under the BHCA, requiring it to act as a source of financial and managerial strength to its subsidiary bank[66](index=66&type=chunk) - Financial holding companies can engage in a wider range of nonbanking activities, including securities and insurance, provided both the company and its bank are well-capitalized and well-managed, and the bank has a satisfactory CRA rating[72](index=72&type=chunk) - The company's ability to pay dividends is subject to Delaware General Corporation Law and Federal Reserve policies, which may restrict payments if earnings are insufficient or capital ratios are not met[74](index=74&type=chunk)[75](index=75&type=chunk) [Supervision and Regulation of the Bank](index=29&type=section&id=Supervision%20and%20Regulation%20of%20the%20Bank) Alerus Financial, N.A., a national bank, is chartered by the OCC and subject to extensive supervision and enforcement by the OCC, FDIC, and other federal regulations. - Alerus Financial, N.A., a national bank, is chartered by the OCC and is subject to examination, supervision, and enforcement by the OCC, FDIC, and other federal laws like ERISA for its trust activities[81](index=81&type=chunk)[82](index=82&type=chunk)[83](index=83&type=chunk)[84](index=84&type=chunk) - The Bank is required to pay FDIC deposit insurance premiums based on a risk-based assessment system, with the reserve ratio at **1.27%** as of September 30, 2021[85](index=85&type=chunk)[89](index=89&type=chunk) - The Federal Reserve reduced all reserve requirements to zero percent in March 2020, freeing banks from mandated reserve maintenance and allowing them to loan or invest previously unavailable funds[106](index=106&type=chunk) - The Bank did not exceed the interagency guidelines for Commercial Real Estate (CRE) lending concentrations as of December 31, 2021[109](index=109&type=chunk)[110](index=110&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) Investing in Alerus Financial Corporation's common stock involves significant risks across credit, operational, strategic, reputational, liquidity, funding, legal, accounting, compliance, and market categories. - The company's business is highly dependent on managing credit risk, with **72.6%** of its loan portfolio comprised of real estate loans as of December 31, 2021, making it vulnerable to real estate market fluctuations[120](index=120&type=chunk)[134](index=134&type=chunk) - Noninterest income, a significant portion of total revenue (**62.9% in 2021**), is susceptible to economic and market conditions, potentially impacting fee-based services from retirement, wealth management, and mortgage segments[154](index=154&type=chunk)[155](index=155&type=chunk) - The company faces operational risks including fraudulent activity, information security breaches, and reliance on third-party technology systems, which could lead to financial losses, reputational damage, or regulatory scrutiny[172](index=172&type=chunk)[173](index=173&type=chunk)[176](index=176&type=chunk)[177](index=177&type=chunk)[178](index=178&type=chunk) - Liquidity risk is a concern, with a high concentration of large depositors (**16.4% of total deposits** from 10 largest relationships as of December 31, 2021) and dependence on Bank dividends for parent company cash flow[244](index=244&type=chunk)[245](index=245&type=chunk) - The company is subject to extensive and evolving regulatory frameworks, including Basel III capital requirements, consumer protection laws, and anti-money laundering statutes, with non-compliance potentially leading to sanctions or increased costs[272](index=272&type=chunk)[273](index=273&type=chunk)[275](index=275&type=chunk)[285](index=285&type=chunk)[287](index=287&type=chunk)[288](index=288&type=chunk)[290](index=290&type=chunk) [Summary](index=37&type=section&id=Summary) Key risks encompass credit, operational, strategic, reputational, liquidity, funding, legal, accounting, compliance, and COVID-19 pandemic-related factors, impacting loan portfolios, fee-based services, growth, and regulatory adherence. - Key risks include credit risks (managing loan losses, economic conditions, real estate market health, loan concentrations), operational/strategic/reputational risks (fee-based services impact, growth strategies, cybersecurity, LIBOR transition, key personnel retention), liquidity/funding risks (managing liquidity, depositor concentrations, dividend dependence), legal/accounting/compliance risks (risk management framework, litigation, regulatory changes), and COVID-19 pandemic-related risks[113](index=113&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk) [Credit Risks](index=40&type=section&id=Credit%20Risks) The company's business is exposed to credit risks from borrower defaults and collateral insufficiency, requiring robust credit risk management, underwriting, and adequate allowance for loan losses. - The company's business relies on effective credit risk management, with exposure to borrower defaults and collateral insufficiency, necessitating disciplined underwriting and adequate allowance for loan losses[120](index=120&type=chunk)[121](index=121&type=chunk) Allowance for Loan Losses (as of Dec 31, 2021) | Metric | Value | | :----------------------------------- | :--------- | | Allowance for Loan Losses to Total Loans | 1.80% | | Allowance for Loan Losses to Nonperforming Loans | 1,437.05% | - The future implementation of the CECL accounting standard (effective January 1, 2023, for Alerus) is expected to increase allowance levels and data collection requirements, potentially impacting financial condition and results[124](index=124&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk) - A significant portion of the loan portfolio (**72.6%** at Dec 31, 2021) is real estate-backed, making the company vulnerable to declines in real estate values and liquidity, and environmental factors[134](index=134&type=chunk) - Commercial loans (**24.8% of portfolio** at Dec 31, 2021) and commercial real estate loans (**36.4% of portfolio**, **186.9% of Bank's total capital**) carry higher risks due to dependence on business operations and real estate market health[138](index=138&type=chunk)[140](index=140&type=chunk) Nonperforming Assets (as of Dec 31, 2021) | Metric | Value | | :----------------------------------- | :--------- | | Nonperforming Loans | $2.2 million (0.12% of total loans) | | Nonperforming Assets | $3.1 million (0.09% of total assets) | | Accruing Loans 31-89 days delinquent | $2.3 million | [Operational, Strategic and Reputational Risks](index=50&type=section&id=Operational,%20Strategic%20and%20Reputational%20Risks) Operational, strategic, and reputational risks include susceptibility of noninterest income to market conditions, challenges in growth strategies, and dependence on key personnel. - Noninterest income, primarily from fee-based services, is susceptible to economic/market conditions and competition, with the retirement and benefit services business experiencing **$6.0 billion** in AUA/AUM outflows in 2021[154](index=154&type=chunk)[155](index=155&type=chunk) - The company's organic growth strategy relies on leveraging business lines and enhancing brand awareness, while acquisition growth is crucial for market share expansion, as evidenced by the MPB BHC, Inc. acquisition[160](index=160&type=chunk)[161](index=161&type=chunk)[162](index=162&type=chunk) - Acquisitions pose financial, execution, and operational risks, including integrating operations, potential unknown liabilities, and the inability to realize expected benefits[163](index=163&type=chunk)[164](index=164&type=chunk) - The company is highly dependent on its executive management team and key personnel; loss of these individuals or inability to attract/retain qualified staff could impair strategic plans and client relationships[188](index=188&type=chunk)[189](index=189&type=chunk)[190](index=190&type=chunk)[191](index=191&type=chunk)[192](index=192&type=chunk) - A transition away from LIBOR to alternative reference rates like SOFR could negatively affect income, expenses, and the value of financial contracts due to calculation differences and required system/model changes[181](index=181&type=chunk)[182](index=182&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk) [Liquidity and Funding Risks](index=75&type=section&id=Liquidity%20and%20Funding%20Risks) The company faces liquidity and funding risks from managing excess funds, potential negative impacts on net interest margin, and reliance on client deposits and Bank dividends. - Liquidity is critical, with challenges in deploying excess funds and potential negative impacts on net interest margin due to increased liquidity and loan competition[236](index=236&type=chunk) - The company's primary funding source is client deposits, which can decrease if alternative investments are perceived as more attractive, potentially increasing funding costs[237](index=237&type=chunk) - A high concentration of large depositors (**16.4% of total deposits** from 10 largest relationships at Dec 31, 2021) poses a liquidity risk if significant withdrawals occur[244](index=244&type=chunk) - The company's ability to pay dividends and service debt is largely dependent on dividends from the Bank, which are subject to federal and state regulatory limitations[245](index=245&type=chunk) [Legal, Accounting and Compliance Risks](index=79&type=section&id=Legal,%20Accounting%20and%20Compliance%20Risks) Legal, accounting, and compliance risks stem from the company's risk management framework, extensive financial reporting standards, and the highly regulated financial services industry. - The company's risk management framework, based on management assumptions and judgment, may not effectively mitigate all risks or losses, potentially leading to unexpected losses or adverse regulatory consequences[254](index=254&type=chunk) - As a public company, Alerus is subject to significant financial reporting standards (GAAP, SEC rules) and Sarbanes-Oxley Act requirements, necessitating enhanced internal controls and potentially increasing compliance costs[260](index=260&type=chunk)[262](index=262&type=chunk) - The company is exposed to increased litigation and regulatory risks due to the highly regulated financial services industry, with potential for significant fines, penalties, or business restrictions from enforcement actions[265](index=265&type=chunk)[266](index=266&type=chunk) - Goodwill (**$31.5 million** at Dec 31, 2021) from acquisitions is tested annually for impairment, and any impairment charge could negatively impact financial condition and results[271](index=271&type=chunk) - Compliance with privacy, information security, and data protection laws (e.g., Gramm-Leach-Bliley Act, CCPA) could increase costs and restrict business activities, with non-compliance leading to investigations, fines, or reputational damage[293](index=293&type=chunk)[294](index=294&type=chunk)[295](index=295&type=chunk)[314](index=314&type=chunk)[315](index=315&type=chunk)[316](index=316&type=chunk) [COVID-19 Pandemic-Related Risks](index=99&type=section&id=COVID-19%20Pandemic-Related%20Risks) The COVID-19 pandemic continues to disrupt the U.S. economy and banking industry, posing uncertain impacts on client businesses, employment, and operational continuity. - The COVID-19 pandemic continues to disrupt the U.S. economy and banking industry, impacting client businesses, consumer confidence, employment, and vendor services, with the ultimate impact on Alerus remaining uncertain[321](index=321&type=chunk)[322](index=322&type=chunk)[323](index=323&type=chunk) - The pandemic could create widespread business continuity issues, affecting employee and client engagement in financial transactions, and potentially leading to personnel shortages or disruptions if third-party vendors are impacted[324](index=324&type=chunk)[325](index=325&type=chunk) [Market and Interest Rate Risks](index=99&type=section&id=Market%20and%20Interest%20Rate%20Risks) The company's earnings and cash flows are exposed to market and interest rate risks, potentially impacting net interest income, asset values, and funding costs. - The company's earnings and cash flows are subject to interest rate risk, with fluctuations potentially affecting net interest income, values of managed assets, and funding costs[326](index=326&type=chunk)[328](index=328&type=chunk) - The balance sheet was liability sensitive as of December 31, 2021, indicating that an increase in interest rates would negatively impact net interest income over the next 12 and 24 months[510](index=510&type=chunk) Estimated Impact on Net Interest Income (Immediate Parallel Rate Shifts) | Rate Shift | 12 months following (Dec 31, 2021) | 24 months following (Dec 31, 2021) | | :---------------- | :--------------------------------- | :--------------------------------- | | +400 basis points | -8.2% | -2.9% | | +300 basis points | -6.1% | -2.3% | | +200 basis points | -4.1% | -1.8% | | +100 basis points | -2.0% | -1.3% | | -100 basis points | -10.6% | -15.7% | - The company could recognize losses on its **$1.2 billion** securities portfolio (**35.5% of total assets** at Dec 31, 2021) if interest rates increase or economic conditions deteriorate, leading to market value decreases or other-than-temporary impairments[332](index=332&type=chunk) [Item 1B. Unresolved Staff Comments](index=56&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments from the SEC. [Item 2. Properties](index=56&type=section&id=Item%202.%20Properties) Alerus Financial Corporation's corporate headquarters is in Grand Forks, North Dakota, and it operates 18 offices across North Dakota, Minnesota, and Arizona. - Alerus Financial Corporation's corporate headquarters is located at 401 Demers Avenue, Grand Forks, North Dakota[343](index=343&type=chunk) - The company operates **18 offices**: 7 full-service banking offices in North Dakota, 6 in the Twin Cities MSA (Minnesota), and 2 in the Phoenix MSA (Arizona), plus 3 retirement and benefits services offices in Minnesota, Colorado, and Michigan[343](index=343&type=chunk) - As of December 31, 2021, seven office properties were owned and eleven were leased, reflecting a shift towards technology solutions and a hybrid work environment, leading to the closure of nine office locations in 2020[343](index=343&type=chunk) [Item 3. Legal Proceedings](index=56&type=section&id=Item%203.%20Legal%20Proceedings) Neither Alerus Financial Corporation nor its subsidiaries are currently party to any material pending legal proceedings, beyond routine litigation incidental to the Bank's business. - The Company and its subsidiaries are not involved in any material pending legal proceedings, other than ordinary routine litigation incidental to the Bank's business[344](index=344&type=chunk) - No proceedings by governmental authorities are contemplated against the Company or its subsidiaries[346](index=346&type=chunk) [Item 4. Mine Safety Disclosures](index=57&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Alerus Financial Corporation. [PART II](index=57&type=section&id=PART%20II) [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=57&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Alerus Financial Corporation's common stock trades on Nasdaq under 'ALRS', with 231 holders of record and an estimated 2,313 beneficial holders as of February 28, 2022. - Alerus Financial Corporation's common stock trades on the Nasdaq Stock Market under the symbol 'ALRS'[351](index=351&type=chunk) Common Stock Holders (as of Feb 28, 2022) | Category | Count | | :------------------- | :---- | | Holders of Record | 231 | | Estimated Beneficial Holders | 2,313 | - The Board of Directors approved a stock repurchase program on February 18, 2021, authorizing the repurchase of up to **770,000 shares** over 36 months; no shares were repurchased under this program as of December 31, 2021[350](index=350&type=chunk)[367](index=367&type=chunk) - The company has a policy of paying quarterly dividends, with a declared dividend of **$0.16 per common share** on January 19, 2022, payable April 8, 2022[354](index=354&type=chunk)[367](index=367&type=chunk) [Market Information](index=107&type=section&id=Market%20Information) As of February 28, 2022, the company had 231 holders of record and an estimated 2,313 beneficial holders of its common stock. - As of February 28, 2022, the Company had **231 holders of record** and an estimated **2,313 additional beneficial holders** of its common stock[348](index=348&type=chunk) [Stock Repurchase Plans](index=107&type=section&id=Stock%20Repurchase%20Plans) The Board approved a stock repurchase program for up to 770,000 shares in February 2021, though no repurchases occurred under this program by December 31, 2021. - On February 18, 2021, the Board approved a stock repurchase program for up to **770,000 shares** over 36 months; no shares were repurchased under this program as of December 31, 2021[350](index=350&type=chunk) - Shares repurchased by the Company in 2021 were for employees to pay withholding taxes on restricted stock awards, not under the publicly announced program[350](index=350&type=chunk) [Performance Graph](index=108&type=section&id=Performance%20Graph) This section presents a performance graph comparing the cumulative total return of the company's common stock against selected market indices. Cumulative Stockholder Return (Indexed to $100 on Sep 13, 2019) | Date | Alerus Financial Corporation | Nasdaq Composite Index | S&P U.S. Banks - Midwest Region Index | | :--------------- | :--------------------------- | :--------------------- | :------------------------------------ | | Sep 13, 2019 | $100.00 | $100.00 | $100.00 | | Dec 31, 2019 | $105.21 | $109.73 | $107.90 | | Dec 31, 2020 | $129.70 | $157.62 | $91.77 | | Dec 31, 2021 | $141.67 | $191.34 | $122.56 | [Dividend Policy](index=108&type=section&id=Dividend%20Policy) The company maintains a quarterly dividend policy, with future payments subject to board discretion, financial performance, capital levels, and regulatory restrictions. - The company's policy is to pay quarterly dividends, with an intention to maintain or increase current levels, but future payments are at the board's discretion and depend on financial performance, capital, and regulations[354](index=354&type=chunk) [Dividend Restrictions](index=110&type=section&id=Dividend%20Restrictions) Dividend payments are restricted by Delaware General Corporation Law and federal banking regulations, including Federal Reserve guidelines and limitations on Bank dividends. - Dividend payments are subject to Delaware General Corporation Law, which limits payments to surplus or net profits, and federal banking laws/regulations, including Federal Reserve guidelines and restrictions on dividends from the Bank[355](index=355&type=chunk)[357](index=357&type=chunk) - Under junior subordinated debentures, dividends on capital stock are restricted if an event of default occurs, payment obligations are in default, or interest payments on debentures are deferred[356](index=356&type=chunk) [Use of Proceeds](index=110&type=section&id=Use%20of%20Proceeds) The company generated $62.8 million in net proceeds from its September 2019 IPO of 3,289,000 shares, used to pay down short-term borrowings. - The company sold **3,289,000 shares** in its initial public offering in September 2019, generating **$62.8 million** in net proceeds, which have been maintained on deposit with the Bank to pay down short-term borrowings[358](index=358&type=chunk)[359](index=359&type=chunk) [Item 6. [Reserved]](index=59&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information. [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=59&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Alerus Financial Corporation reported a net income of $52.7 million for FY2021, an increase of 17.9% from FY2020, driven by a decrease in provision for loan losses and an increase in net interest income, partially offset by lower noninterest income and higher noninterest expense. FY2021 Key Financial Highlights | Metric | 2021 Value | 2020 Value | Change ($M) | Change (%) | | :----------------------------------- | :----------- | :----------- | :---------- | :--------- | | Net Income | $52.7 million | $44.7 million | $8.0 | 17.9% | | Diluted EPS | $2.97 | $2.52 | $0.45 | 17.9% | | Return on Average Total Assets | 1.66% | 1.61% | 0.05% | 3.1% | | Total Assets (Dec 31) | $3.4 billion | $3.0 billion | $379.0 | 12.6% | | Total Loans (Dec 31) | $1.8 billion | $2.0 billion | -$221.4 | -11.2% | | Total Deposits (Dec 31) | $2.9 billion | $2.6 billion | $348.6 | 13.6% | - The increase in net income was primarily due to a **$14.4 million** decrease in provision for loan losses and a **$3.3 million** increase in net interest income, partially offset by a **$2.0 million** decrease in noninterest income and a **$5.1 million** increase in noninterest expense[399](index=399&type=chunk)[401](index=401&type=chunk) - Noninterest income represented **62.9%** of total operating revenue in 2021, down from **64.1%** in 2020, indicating a continued reliance on fee-based services[413](index=413&type=chunk) - The allowance for loan losses to nonperforming loans ratio significantly increased by **763 basis points** from December 31, 2020, to **1,437.05%** at December 31, 2021, primarily due to a decrease in nonperforming loans[469](index=469&type=chunk) [Overview](index=110&type=section&id=Overview) Alerus Financial Corporation is a diversified financial services company based in Grand Forks, North Dakota, offering banking, retirement, wealth management, and mortgage solutions. - Alerus Financial Corporation is a diversified financial services company headquartered in Grand Forks, North Dakota, offering banking, retirement and benefit services, wealth management, and mortgage solutions[361](index=361&type=chunk) - The company's business model generates strong financial performance and a diversified revenue stream, with a majority of overall revenue from noninterest income[362](index=362&type=chunk) Key Financial Metrics (as of Dec 31, 2021) | Metric | Value (as of Dec 31, 2021) | | :----------------------------------- | :------------------------- | | Total Assets | $3.4 billion | | Total Loans | $1.8 billion | | Total Deposits | $2.9 billion | | Stockholders' Equity | $359.4 million | | Retirement & Benefit Services AUA/AUM | $36.7 billion | | Wealth Management AUA/AUM | $4.0 billion | | Mortgage Originations (FY2021) | $1.8 billion | [Recent Developments](index=112&type=section&id=Recent%20Developments) The COVID-19 pandemic did not adversely impact the company's financial condition as of December 31, 2021, though economic recovery remains uncertain amid new variants and policy changes. - The COVID-19 pandemic's impact on the company's financial condition and results of operations was not adverse as of December 31, 2021, but economic recovery remains uncertain due to new variants and policy changes[364](index=364&type=chunk)[365](index=365&type=chunk) - Recent policy developments include the American Rescue Plan Act of 2021 and the PPP Extension Act of 2021, providing economic assistance and extending PPP loan application deadlines[366](index=366&type=chunk) - The Board declared a quarterly cash dividend of **$0.16 per common share** on January 19, 2022, and approved a stock repurchase program for up to **770,000 shares** on February 18, 2021, with no repurchases under the program as of December 31, 2021[367](index=367&type=chunk) [Net Interest Income](index=113&type=section&id=Net%20Interest%20Income) Net interest income represents the difference between interest earned on assets and interest paid on liabilities, influenced by loan growth, repayments, and interest rate fluctuations. - Net interest income is the difference between interest earned on assets (loans, securities) and interest paid on liabilities (deposits, borrowings), influenced by loan growth, repayments, and interest rate changes[368](index=368&type=chunk) [Noninterest Income](index=113&type=section&id=Noninterest%20Income) Noninterest income primarily comprises fees from retirement and benefit services, wealth management, mortgage banking, deposit service charges, and other transactional sources. - Noninterest income primarily consists of fees from retirement and benefit services (largest source), wealth management, mortgage banking (gains on originations/sales), service charges on deposit accounts, and other sources like debit card interchange income[369](index=369&type=chunk)[370](index=370&type=chunk)[371](index=371&type=chunk)[373](index=373&type=chunk) [Noninterest Expense](index=115&type=section&id=Noninterest%20Expense) Noninterest expense encompasses compensation, employee benefits, occupancy, equipment, technology, intangible amortization, professional fees, marketing, and other operational costs. - Noninterest expense includes compensation and employee benefits, occupancy and equipment, business services/software/technology, intangible amortization, professional fees/assessments, marketing, supplies, travel, mortgage/lending expenses, and other operational costs[374](index=374&type=chunk)[375](index=375&type=chunk)[376](index=376&type=chunk)[377](index=377&type=chunk) [Operating Segments](index=115&type=section&id=Operating%20Segments) The company operates through four segments: banking, retirement and benefit services, wealth management, and mortgage, with profitability assessed before income tax and direct expense allocations. - The company has four operating segments: banking, retirement and benefit services, wealth management, and mortgage, with profitability measured by income before income tax and direct expense allocations[378](index=378&type=chunk) [Critical Accounting Policies](index=117&type=section&id=Critical%20Accounting%20Policies) Critical accounting policies involve investment securities classification, allowance for loan losses, intangible assets, income taxes, and fair value measurements, all requiring significant management judgment and estimates. - Critical accounting policies include investment securities classification (trading, available-for-sale, held-to-maturity), allowance for loan losses (inherently subjective estimates), intangible assets (goodwill impairment, core deposit amortization), income taxes (deferred tax assets/liabilities, valuation allowance), and fair value measurements (using Level 1, 2, and 3 hierarchies)[379](index=379&type=chunk)[380](index=380&type=chunk)[381](index=381&type=chunk)[382](index=382&type=chunk)[383](index=383&type=chunk)[386](index=386&type=chunk)[387](index=387&type=chunk) [Selected Financial Data](index=119&type=section&id=Selected%20Financial%20Data) This section presents a five-year summary of key income statement, balance sheet, and performance ratio data. Selected Income Statement Data (in thousands) | Metric | 2021 | 2020 | 2019 | 2018 | 2017 | | :------------------------- | :---------- | :---------- | :---------- | :---------- | :---------- | | Net interest income | $87,099 | $83,846 | $74,551 | $75,224 | $67,670 | | Provision for loan losses | $(3,500) | $10,900 | $7,312 | $8,610 | $3,280 | | Noninterest income | $147,387 | $149,371 | $114,194 | $102,749 | $103,045 | | Noninterest expense | $168,909 | $163,799 | $142,537 | $136,325 | $134,920 | | Income before income taxes | $69,077 | $58,518 | $38,896 | $33,038 | $32,515 | | Income tax expense | $16,396 | $13,843 | $9,356 | $7,172 | $17,514 | | Net income | $52,681 | $44,675 | $29,540 | $25,866 | $15,001 | | Earnings - basic | $3.02 | $2.57 | $1.96 | $1.88 | $1.10 | | Earnings - diluted | $2.97 | $2.52 | $1.91 | $1.84 | $1.07 | | Dividends declared | $0.63 | $0.60 | $0.57 | $0.53 | $0.48 | Selected Performance Ratios | Metric | 2021 | 2020 | 2019 | 2018 | 2017 | | :----------------------------------- | :------ | :------ | :------ | :------ | :------ | | Return on average total assets | 1.66% | 1.61% | 1.34% | 1.21% | 0.75% | | Return on average common equity | 15.22% | 14.40% | 12.78% | 13.81% | 8.49% | | Noninterest income as a % of revenue | 62.86% | 64.05% | 60.50% | 57.73% | 60.36% | | Net interest margin (taxable-equivalent basis) | 2.90% | 3.22% | 3.65% | 3.84% | 3.74% | | Efficiency ratio | 70.02% | 68.40% | 73.22% | 73.80% | 75.36% | | Dividend payout ratio | 21.21% | 23.81% | 29.84% | 28.82% | 44.82% | | Average equity to average assets | 10.89% | 11.18% | 10.45% | 8.80% | 8.83% | Selected Balance Sheet Data (Period Ending, in thousands) | Metric | 2021 | 2020 | 2019 | 2018 | 2017 | | :------------------------- | :------------ | :------------ | :------------ | :------------ | :------------ | | Loans | $1,758,020 | $1,979,375 | $1,721,279 | $1,701,850 | $1,574,474 | | Allowance for loan losses | $(31,572) | $(34,246) | $(23,924) | $(22,174) | $(16,564) | | Investment securities | $1,205,710 | $592,342 | $313,158 | $254,878 | $274,411 | | Assets | $3,392,691 | $3,013,771 | $2,356,878 | $2,179,070 | $2,136,081 | | Deposits | $2,920,551 | $2,571,993 | $1,971,316 | $1,775,096 | $1,834,962 | | Total stockholders' equity | $359,403 | $330,163 | $285,728 | $196,954 | $179,594 | Asset Quality Ratios | Metric | 2021 | 2020 | 2019 | 2018 | 2017 | | :----------------------------------- | :-------- | :-------- | :-------- | :-------- | :-------- | | Net charge-offs/(recoveries) to average loans | (0.04)% | 0.03% | 0.33% | 0.18% | 0.16% | | Nonperforming loans to total loans | 0.12% | 0.26% | 0.45% | 0.41% | 0.37% | | Nonperforming assets to total assets | 0.09% | 0.17% | 0.33% | 0.33% | 0.30% | | Allowance for loan losses to total loans | 1.80% | 1.73% | 1.39% | 1.30% | 1.05% | | Allowance for loan losses to nonperforming loans | 1,437.05% | 674.13% | 305.66% | 318.45% | 282.04% | [Non-GAAP to GAAP Reconciliations and Calculation of Non-GAAP Financial Measures](index=121&type=section&id=Non-GAAP%20to%20GAAP%20Reconciliations%20and%20Calculation%20of%20Non-GAAP%20Financial%20Measures) The company uses non-GAAP financial measures, such as tangible common equity ratios and tax-equivalent net interest margin, to supplement GAAP results and assess capital adequacy and performance. - The company supplements GAAP results with non-GAAP measures like tangible common equity to tangible assets, tangible common equity per share, return on average tangible common equity, net interest margin (tax-equivalent), and efficiency ratio to evaluate capital adequacy and performance[391](index=391&type=chunk)[393](index=393&type=chunk) Non-GAAP Financial Measures (as of Dec 31) | Metric | 2021 | 2020 | 2019 | 2018 | 2017 | | :----------------------------------- | :------ | :------ | :------ | :------ | :------ | | Tangible common equity to tangible assets | 9.21% | 9.27% | 10.38% | 6.91% | 6.01% | | Tangible book value per common share | $17.87 | $16.00 | $14.08 | $10.68 | $9.14 | | Return on average tangible common equity | 18.89% | 17.74% | 17.46% | 21.02% | 18.04% | | Net interest margin (tax-equivalent) | 2.90% | 3.22% | 3.65% | 3.84% | 3.74% | | Efficiency ratio | 70.02% | 68.40% | 73.22% | 73.80% | 75.36% | [Results of Operations](index=123&type=section&id=Results%20of%20Operations) Net income for FY2021 increased by $8.0 million (17.9%) to $52.7 million, with diluted EPS rising to $2.97 from $2.52 in FY2020. - Net income for FY2021 increased by **$8.0 million** (**17.9%**) to **$52.7 million**, with diluted EPS of **$2.97**, up from **$2.52** in FY2020[399](index=399&type=chunk) - The increase in net income was primarily due to a **$14.4 million** decrease in provision for loan losses (including a **$3.5 million** reversal and **$826 thousand** in net recoveries) and a **$3.3 million** increase in net interest income[399](index=399&type=chunk)[401](index=401&type=chunk) - These positive factors were partially offset by a **$2.0 million** decrease in noninterest income (driven by a **$13.1 million** decrease in mortgage banking revenue) and a **$5.1 million** increase in noninterest expense[401](index=401&type=chunk) [Net Interest Income—With Nontaxable Income Converted to Fully Taxable Equivalent, or FTE](index=125&type=section&id=Net%20Interest%20Income%E2%80%94With%20Nontaxable%20Income%20Converted%20to%20Fully%20Taxable%20Equivalent,%20or%20FTE) Net interest income increased by $3.3 million (3.9%) to $87.1 million in 2021, despite a 32 basis point decrease in net interest margin to 2.90%. - Net interest income increased by **$3.3 million** (**3.9%**) to **$87.1 million** in 2021, while net interest margin decreased by **32 basis points** to **2.90%**[402](index=402&type=chunk) - The decrease in net interest margin was primarily due to a **60 basis point** decrease in average yield on interest-earning assets, partially offset by a **43 basis point** decrease in average rate paid on interest-bearing liabilities[402](index=402&type=chunk) - Interest income from investment securities increased by **$5.2 million**, while interest income from loans decreased by **$8.3 million**[401](index=401&type=chunk) Net Interest Income (FTE Basis, in thousands) | Metric | 2021 | 2020 | 2019 | | :----------------------------------- | :---------- | :---------- | :---------- | | Total interest income | $93,149 | $96,557 | $93,647 | | Total interest expense | $5,558 | $12,256 | $18,749 | | Net interest income (FTE) | $87,591 | $84,301 | $74,898 | | Net interest margin (FTE basis) | 2.90% | 3.22% | 3.65% | [Provision for Loan Losses](index=127&type=section&id=Provision%20for%20Loan%20Losses) The company recorded a $3.5 million reversal of provision for loan losses in 2021, a notable shift from the $10.9 million provision in 2020, reflecting improved credit quality. - The company recorded a **$3.5 million** reversal of provision for loan losses in 2021, a significant change from the **$10.9 million** provision in 2020, driven by **$826 thousand** in net recoveries and improved credit quality indicators[410](index=410&type=chunk) [Noninterest Income](index=128&type=section&id=Noninterest%20Income) Total noninterest income decreased by $2.0 million (1.3%) to $147.4 million in 2021, mainly due to reduced mortgage banking revenue and investment securities gains. - Total noninterest income decreased by **$2.0 million** (**1.3%**) to **$147.4 million** in 2021, primarily due to a **$13.1 million** decrease in mortgage banking revenue and a **$2.6 million** decrease in investment securities gains[412](index=412&type=chunk) - Offsetting decreases were a **$10.8 million** increase in retirement and benefit services revenue (due to acquisition and AUA/AUM growth) and a **$3.6 million** increase in wealth management revenue[412](index=412&type=chunk) Noninterest Income (in thousands) | Category | 2021 | 2020 | Change ($) | Change (%) | | :----------------------------- | :---------- | :---------- | :---------- | :--------- | | Retirement and benefit services | $71,709 | $60,956 | $10,753 | 17.6% | | Wealth management | $21,052 | $17,451 | $3,601 | 20.6% | | Mortgage banking | $48,502 | $61,641 | $(13,139) | (21.3)% |\n| Net gains (losses) on investment securities | $125 | $2,737 | $(2,612) | (95.4)% | | Total noninterest income | $147,387 | $149,371 | $(1,984) | (1.3)% | [Noninterest Expense](index=128&type=section&id=Noninterest%20Expense) Total noninterest expense increased by $5.1 million (3.1%) to $168.9 million in 2021, primarily due to higher compensation, employee benefits, professional fees, and technology expenses. - Total noninterest expense increased by **$5.1 million** (**3.1%**) to **$168.9 million** in 2021, driven by higher compensation (**$4.2M**), employee taxes and benefits (**$2.0M**), professional fees (**$1.5M**), and business services/software/technology (**$1.4M**)[415](index=415&type=chunk)[416](index=416&type=chunk) - Offsetting decreases included occupancy and equipment expense (due to facility lease terminations and office closures), mortgage and lending expenses (valuation of mortgage servicing rights), and other noninterest expense (settlement recovery on wire fraud)[415](index=415&type=chunk)[418](index=418&type=chunk) Noninterest Expense (in thousands) | Category | 2021 | 2020 | Change ($) | Change (%) | | :------------------------------------- | :---------- | :---------- | :---------- | :--------- | | Compensation | $93,386 | $89,206 | $4,180 | 4.7% | | Employee taxes and benefits | $22,033 | $20,050 | $1,983 | 9.9% | | Occupancy and equipment expense | $8,148 | $10,058 | $(1,910) | (19.0)% | | Business services, software and technology expense | $20,486 | $19,135 | $1,351 | 7.1% | | Professional fees and assessments | $6,292 | $4,834 | $1,458 | 30.2% | | Mortgage and lending expenses | $4,250 | $5,707 | $(1,457) | (25.5)% | | Other | $3,949 | $5,182 | $(1,233) | (23.8)% | | Total noninterest expense | $168,909 | $163,799 | $5,110 | 3.1% | [Income Taxes](index=130&type=section&id=Income%20Taxes) Income tax expense for FY2021 was $16.4 million on $69.1 million of pre-tax income, yielding an effective tax rate of 23.7%, consistent with the prior year. - Income tax expense for FY2021 was **$16.4 million** on **$69.1 million** of pre-tax income, resulting in an effective tax rate of **23.7%**, a modest change from **23.6%** in FY2020[419](index=419&type=chunk) [Segment Reporting](index=130&type=section&id=Segment%20Reporting) The company's four operating segments are Banking, Retirement and Benefit Services, Wealth Management, and Mortgage, with financial information presented before indirect overhead allocations and income tax expense. - The company's four operating segments are Banking, Retirement and Benefit Services, Wealth Management, and Mortgage, with financial information presented before indirect overhead allocations and income tax expense[420](index=420&type=chunk)[421](index=421&type=chunk) [Banking](index=130&type=section&id=Banking) The banking segment reported a $14.2 million increase in net income before taxes and indirect allocations to $51.6 million in 2021, driven by lower loan loss provision and higher net interest income. - The banking segment reported net income before taxes and indirect allocations of **$51.6 million** in 2021, a **$14.2 million** increase from 2020, driven by decreased provision for loan losses and noninterest expense, and increased net interest income[422](index=422&type=chunk) [Retirement and Benefit Services](index=130&type=section&id=Retirement%20and%20Benefit%20Services) The retirement and benefit services segment reported a $5.8 million increase in net income before taxes and indirect allocations to $31.5 million in 2021. - The retirement and benefit services segment reported net income before taxes and indirect allocations of **$31.5 million** in 2021, a **$5.8 million** increase from 2020[423](index=423&type=chunk) - Revenue increased by **$10.8 million** (**17.6%**) to **$71.7 million**, primarily due to the acquisition of Retirement Planning Services, Inc. and a **7.4%** increase in AUA/AUM to **$36.7 billion**[425](index=425&type=chunk)[427](index=427&type=chunk) Retirement and Benefit Services AUA & AUM (in thousands) | Metric | 2021 | 2020 | 2019 | | :----------------------------------- | :------------ | :------------ | :------------ | | Balance beginning of period | $34,199,954 | $31,904,648 | $27,812,149 | | Acquired assets | — | $1,258,382 | — | | Inflows | $5,589,925 | $4,829,449 | $5,009,789 | | Outflows | $(6,010,136) | $(6,828,573) | $(5,406,667) | | Market impact | $2,953,195 | $3,036,048 | $4,489,377 | | Balance end of period | $36,732,938 | $34,199,954 | $31,904,648 | [Wealth Management](index=132&type=section&id=Wealth%20Management) The wealth management division reported a $3.0 million (33.0%) increase in net income before taxes and indirect allocations to $12.2 million in 2021. - The wealth management division reported net income before taxes and indirect allocations of **$12.2 million** in 2021, a **$3.0 million** (**33.0%**) increase from 2020[428](index=428&type=chunk) - Noninterest income increased by **$3.6 million** (**20.6%**) due to a **$632.2 million** (**24.5%**) increase in combined AUA and AUM to **$3.2 billion** (excluding brokerage assets)[428](index=428&type=chunk)[432](index=432&type=chunk) Wealth Management AUA & AUM (in thousands) | Metric | 2021 | 2020 | 2019 | | :----------------------------------- | :------------ | :------------ | :------------ | | Total Wealth Management balance beginning of period | $2,578,053 | $2,413,068 | $1,851,815 | | Inflows | $1,304,307 | $729,120 | $864,218 | | Outflows | $(957,795) | $(874,169) | $(576,454) | | Market impact | $285,677 | $310,034 | $273,489 | | Total Wealth Management balance end of period | $3,210,242 | $2,578,053 | $2,413,068 | [Mortgage](index=133&type=section&id=Mortgage) The mortgage division reported a $14.1 million decrease in net income before taxes and indirect allocations to $13.3 million in 2021. - The mortgage division reported net income before taxes and indirect allocations of **$13.3 million** in 2021, a **$14.1 million** decrease from 2020[433](index=433&type=chunk) - Mortgage noninterest income decreased by **$13.1 million** (**21.3%**) to **$48.5 million**, primarily due to a **$17.3 million** decrease in the fair value of secondary market derivatives, partially offset by increased originations[433](index=433&type=chunk) [Financial Condition](index=134&type=section&id=Financial%20Condition) Total assets increased by $379.0 million (12.6%) to $3.4 billion at December 31, 2021, primarily due to growth in investment securities and cash. - Total assets increased by **$379.0 million** (**12.6%**) to **$3.4 billion** at December 31, 2021, driven by increases in investment securities and cash, partially offset by decreases in net loans and loans held for sale[434](index=434&type=chunk) [Investment Securities](index=134&type=section&id=Investment%20Securities) Investment securities totaled $1.2 billion at December 31, 2021, reflecting a strategic increase to utilize excess liquidity, with a portion transferred to held-to-maturity to reduce volatility. - Total investment securities increased to **$1.2 billion** at December 31, 2021, from **$592.3 million** in 2020, representing **35.5% of total assets**, reflecting a strategic decision to utilize excess liquidity[437](index=437&type=chunk) - The net pre-tax unrealized market value on available-for-sale investment portfolio shifted from a **$14.2 million** gain in 2020 to a **$6.6 million** loss in 2021, due to interest rate environment changes[438](index=438&type=chunk) - In Q2 2021, the company transferred state and political agency obligations from available-for-sale to held-to-maturity to protect capital and reduce volatility from market value changes[436](index=436&type=chunk) Investment Securities Portfolio (in thousands, as of Dec 31, 2021) | Category | Balance | % of Portfolio | | :------------------------------------- | :---------- | :------------- | | **Available-for-sale** | | | | U.S. Treasury and agencies | $5,103 | 0.4% | | Residential agency MBS | $707,157 | 58.7% | | Commercial MBS | $90,913 | 7.5% | | Corporate bonds | $50,422 | 4.2% | | Total Available-for-sale | $853,649 | 70.8% | | **Held-to-maturity** | | | | Obligations of state and political agencies | $144,543 | 12.0% | | Residential agency MBS | $207,518 | 17.2% | | Total Held-to-maturity | $352,061 | 29.2% | | **Total Investment Securities** | $1,205,710 | 100.0% | [Loans](index=136&type=section&id=Loans) Total loans outstanding decreased by $221.4 million (11.2%) to $1.8 billion at December 31, 2021, primarily driven by a reduction in PPP loans. - Total loans outstanding decreased by **$221.4 million** (**11.2%**) to **$1.8 billion** at December 31, 2021, primarily due to a **$234.8 million** decrease in PPP loans[450](index=450&type=chunk) - Excluding PPP loans, total loans increased by **$13.5 million** (**0.8%**), driven by residential real estate first mortgages and commercial real estate loans[450](index=450&type=chunk) Loans Outstanding by Type (in thousands, as of Dec 31, 2021) | Loan Type | Balance | % of Portfolio | | :----------------------------- | :---------- | :------------- | | Commercial and industrial (incl. PPP) | $436,761 | 24.8% | | Real estate construction | $40,619 | 2.3% | | Commercial real estate | $598,893 | 34.1% | | Residential real estate first mortgage | $510,716 | 29.1% | | Residential real estate junior lien | $125,668 | 7.1% | | Other revolving and installment | $45,363 | 2.6% | | **Total Loans** | $1,758,020 | 100.0% | - The loan portfolio is diversified by industry (e.g., real estate **39%**, retail trade **10%**) and market distribution (Twin Cities MSA **52.8%**, eastern North Dakota **36.7%**, Phoenix MSA **8.3%**, national market **2.2%**)[451](index=451&type=chunk)[452](index=452&type=chunk) [Asset Quality](index=141&type=section&id=Asset%20Quality) The company's asset quality is managed through a credit risk strategy encompassing defined policies, uniform underwriting, continuous monitoring, and early identification of problem loans. - The company's credit risk management strategy includes well-defined policies, uniform underwriting, ongoing risk monitoring, and early identification of problem loans, with an internal Special Credit Services division for nonperforming loans[459](index=459&type=chunk)[460](index=460&type=chunk) - Nonperforming assets include loans 90+ days past due, nonaccrual loans, foreclosed assets, and OREO; performing troubled debt restructurings (TDRs) are not considered nonperforming[462](index=462&type=chunk) Nonperforming Assets (in thousands

Financial Data and Key Metrics Changes - Alerus Financial Corporation reported record net income for 2021, achieving a return on tangible common equity (ROTC) of 18.89% [4] - Fee income constituted 63% of total revenue, highlighting the importance of maintaining high levels of fee income [4] - The company grew its deposit base by 14% in 2021, adding $450 million in new account balances [9] Business Line Data and Key Metrics Changes - The mortgage division generated $48.5 million in revenue, with over $1.8 billion in originations, despite a projected industry volume decrease of 30% in 2022 [5][6] - The retirement and benefits division surpassed $71 million in revenue, with a client base exceeding 440,000 participants [6] - Wealth management produced $527 million in new assets under management, with strong momentum in digital offerings [7] Market Data and Key Metrics Changes - Commercial line utilization dropped to 17%, the lowest in five years, indicating challenges in the current lending environment [13] - The company reported a decrease in non-performing loans to total loans to 12 basis points, down from 35 basis points in the previous quarter [12] Company Strategy and Development Direction - Alerus aims to maintain flat expenses in 2022, excluding the Metro transaction, while continuing to focus on organic growth and acquisition opportunities [11][30] - The company is actively building a pipeline for fee income acquisitions, despite a challenging market for potential sellers [32] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism for 2022, anticipating mid to high single-digit growth for the balance sheet, while acknowledging wage pressures [20][30] - The company plans to replace recurring document restatement fees with new revenue generation to maintain revenue levels [27] Other Important Information - Alerus released $1.5 million in reserves in Q4, maintaining a robust allowance to total loans of 1.83% [12] - The company doubled the size of its investment portfolio, which has impacted net interest margins but increased earnings on the portfolio by $5 million year-over-year [9] Q&A Session Summary Question: Loan growth and demand outlook - Management expects mid to high single-digit growth for the Alerus balance sheet in 2022, with a focus on the Metro deal [20] Question: Retirement and benefit services revenue growth - Revenue is expected to be flat in 2022, with efforts to offset natural attrition in assets under administration [27] Question: Expense growth outlook - Alerus aims to hold expenses flat in 2022, despite wage pressures and additional costs from the Metro transaction [30] Question: Acquisition opportunities and capital deployment - The company continues to evaluate acquisition opportunities and is focused on organic growth while considering dividend and buyback strategies [32]

Alerus Financial Corporation (NASDAQ:ALRS) Q3 2021 Earnings Conference Call October 28, 2021 10:00 AM ET Company Participants Randy Newman - Chairman, President and CEO Ryan Goldberg - Chief Revenue Officer Katie Lorenson - Chief Financial Officer Karin Taylor - Chief Risk Officer Conference Call Participants Nathan Race - Piper Sandler Jeff Rulis - D.A. Davidson William Wallace - Raymond James Operator Good morning and welcome to the Alerus Financial Corporation earnings conference call. All participants w ...

[PART 1. FINANCIAL INFORMATION](index=3&type=section&id=PART%201.%20FINANCIAL%20INFORMATION) [Item 1. Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) This section presents Alerus Financial Corporation's unaudited consolidated financial statements for the quarter ended June 30, 2021, including balance sheets, statements of income, comprehensive income, changes in stockholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, recent pronouncements, and specific financial instrument details [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Consolidated Balance Sheets Data (dollars in thousands) | (dollars in thousands) | June 30, 2021 (Unaudited) | December 31, 2020 (Audited) | |:-----------------------|:--------------------------|:----------------------------| | **Assets** | | | | Cash and cash equivalents | $ 315,430 | $ 172,962 | | Total assets | $ 3,157,229 | $ 3,013,771 | | **Liabilities** | | | | Total deposits | $ 2,710,940 | $ 2,571,993 | | Total liabilities | $ 2,812,838 | $ 2,683,608 | | **Stockholders' Equity** | | | | Total stockholders' equity | $ 344,391 | $ 330,163 | - Total assets increased by **$143.5 million (4.8%)** from December 31, 2020, to June 30, 2021, primarily driven by increases in investment securities and cash and cash equivalents, partially offset by decreases in loans held for sale and loans held for investment[231](index=231&type=chunk) [Consolidated Statements of Income](index=4&type=section&id=Consolidated%20Statements%20of%20Income) Consolidated Statements of Income Data (dollars and shares in thousands, except per share data) | (dollars and shares in thousands, except per share data) | Three months ended June 30, 2021 | Three months ended June 30, 2020 | Six months ended June 30, 2021 | Six months ended June 30, 2020 | |:---------------------------------------------------------|:---------------------------------|:---------------------------------|:-------------------------------|:-------------------------------|\n| Total interest income | $ 22,584 | $ 23,506 | $ 45,905 | $ 46,612 |\n| Total interest expense | $ 1,444 | $ 3,415 | $ 2,727 | $ 7,684 |\n| Net interest income | $ 21,140 | $ 20,091 | $ 43,178 | $ 38,928 |\n| Provision for loan losses | $ — | $ 3,500 | $ — | $ 6,000 |\n| Total noninterest income | $ 36,748 | $ 38,230 | $ 77,629 | $ 65,419 |\n| Total noninterest expense | $ 42,550 | $ 39,734 | $ 85,592 | $ 76,460 |\n| Net income | $ 11,694 | $ 11,474 | $ 26,909 | $ 16,837 |\n| Basic earnings per common share | $ 0.67 | $ 0.66 | $ 1.54 | $ 0.97 |\n| Diluted earnings per common share | $ 0.66 | $ 0.65 | $ 1.52 | $ 0.95 | - Net income for the three months ended June 30, 2021, increased by **$220 thousand** to **$11.7 million**, primarily due to a **$1.0 million** increase in net interest income and a **$3.5 million** decrease in provision expense, partially offset by a **$1.5 million** decrease in noninterest income and a **$2.8 million** increase in noninterest expense[196](index=196&type=chunk) - Net income for the six months ended June 30, 2021, increased by **$10.1 million** to **$26.9 million**, driven by a **$12.2 million** increase in noninterest income, a **$4.3 million** increase in net interest income, and a **$6.0 million** decrease in provision expense, partially offset by a **$9.1 million** increase in noninterest expense[197](index=197&type=chunk) [Consolidated Statements of Comprehensive Income](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Consolidated Statements of Comprehensive Income Data (dollars in thousands) | (dollars in thousands) | Three months ended June 30, 2021 | Three months ended June 30, 2020 | Six months ended June 30, 2021 | Six months ended June 30, 2020 | |:-----------------------|:---------------------------------|:---------------------------------|:-------------------------------|:-------------------------------|\n| Net Income | $ 11,694 | $ 11,474 | $ 26,909 | $ 16,837 |\n| Other comprehensive income (loss), net of tax | $ 5,479 | $ 2,622 | $ (8,115) | $ 7,835 |\n| Total comprehensive income | $ 17,173 | $ 14,096 | $ 18,794 | $ 24,672 | [Consolidated Statements of Changes in Stockholders' Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Consolidated Statements of Changes in Stockholders' Equity Data (dollars in thousands) | (dollars in thousands) | Balance as of December 31, 2020 | Net income | Other comprehensive income (loss) | Common stock repurchased | Common stock dividends | Share‑based compensation expense | Vesting of restricted stock | Balance as of June 30, 2021 | |:-----------------------|:--------------------------------|:-----------|:----------------------------------|:-------------------------|:-----------------------|:---------------------------------|:----------------------------|:----------------------------|\n| Common Stock | $ 17,125 | — | — | (16) | — | 8 | 81 | $ 17,198 |\n| Additional Paid-in Capital | $ 90,237 | — | — | (134) | — | 1,251 | (81) | $ 91,273 |\n| Retained Earnings | $ 212,163 | 26,909 | — | (296) | (5,379) | — | — | $ 233,397 |\n| Accumulated Other Comprehensive Income (Loss) | $ 10,638 | — | (8,115) | — | — | — | — | $ 2,523 |\n| Total | $ 330,163 | 26,909 | (8,115) | (446) | (5,379) | 1,259 | — | $ 344,391 | - Stockholders' equity increased by **$14.2 million** to **$344.4 million** as of June 30, 2021, from **$330.2 million** at December 31, 2020. This increase was primarily due to **$26.9 million** in net income, partially offset by **$5.4 million** in dividends and an **$8.1 million** decrease in accumulated other comprehensive income[268](index=268&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Statements of Cash Flows Data (dollars in thousands) | (dollars in thousands) | Six months ended June 30, 2021 | Six months ended June 30, 2020 | |:-----------------------|:-------------------------------|:-------------------------------|\n| Net cash provided (used) by operating activities | $ 84,324 | $ (22,693) |\n| Net cash provided (used) by investing activities | $ (75,354) | $ (387,083) |\n| Net cash provided (used) by financing activities | $ 133,498 | $ 476,207 |\n| Net change in cash and cash equivalents | $ 142,468 | $ 66,431 |\n| Cash and cash equivalents at end of period | $ 315,430 | $ 210,437 | - Cash and cash equivalents increased significantly by **$142.5 million** for the six months ended June 30, 2021, reaching **$315.4 million**, compared to a **$66.4 million** increase in the prior year period. This was primarily driven by strong net cash provided by operating activities (**$84.3 million**) and financing activities (**$133.5 million**)[18](index=18&type=chunk) [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) [NOTE 1 Significant Accounting Policies](index=10&type=section&id=NOTE%201%20Significant%20Accounting%20Policies) - Alerus Financial Corporation operates as a diversified financial services company through its subsidiary, Alerus Financial, National Association, offering banking, retirement and benefit services, wealth management, and mortgage solutions[23](index=23&type=chunk) - The Company qualifies as an 'emerging growth company' under the JOBS Act, allowing it to take advantage of certain exemptions from reporting requirements and delay the adoption of new accounting standards until they apply to private companies[30](index=30&type=chunk)[31](index=31&type=chunk) - The full impact of the COVID-19 pandemic is currently unknown and cannot be reasonably estimated, although management believes appropriate actions are being taken to mitigate negative impacts[29](index=29&type=chunk) [NOTE 2 Recent Accounting Pronouncements](index=14&type=section&id=NOTE%202%20Recent%20Accounting%20Pronouncements) - The Company adopted ASU 2020-01 (Investments – Equity Securities) and ASU 2020-04 (Reference Rate Reform) as of January 1, 2021, and March 2020 respectively, with no material impact expected on consolidated financial statements[35](index=35&type=chunk)[36](index=36&type=chunk) - The Company plans to delay the adoption of ASU No. 2016-13 (CECL standard) until fiscal years beginning after December 15, 2022, leveraging its emerging growth company status. The impact of CECL is currently not reasonably estimable but will depend on loan portfolio composition, credit quality, and economic conditions[37](index=37&type=chunk) [NOTE 3 Investment Securities](index=16&type=section&id=NOTE%203%20Investment%20Securities) Investment Securities Data (dollars in thousands) | (dollars in thousands) | June 30, 2021 Fair Value | December 31, 2020 Fair Value | |:-----------------------|:-------------------------|:-----------------------------|\n| Available-for-sale | $ 651,546 | $ 592,342 |\n| Held-to-maturity | $ 146,316 | $ — |\n| Total investment securities | $ 797,862 | $ 592,342 | - On April 1, 2021, the Company transferred **$149.2 million** of debt securities (obligations of state and political agencies) from available-for-sale to held-to-maturity to protect capital and reduce volatility in other comprehensive income[46](index=46&type=chunk)[254](index=254&type=chunk) - Gross unrealized losses on available-for-sale securities totaled **$6.286 million** as of June 30, 2021, primarily in residential agency mortgage-backed securities, but were considered temporary due to interest rate changes and expected recovery[48](index=48&type=chunk)[49](index=49&type=chunk) [NOTE 4 Loans and Allowance for Loan Losses](index=20&type=section&id=NOTE%204%20Loans%20and%20Allowance%20for%20Loan%20Losses) Loans and Allowance for Loan Losses Data (dollars in thousands) | (dollars in thousands) | June 30, 2021 | December 31, 2020 | |:-----------------------|:--------------|:------------------|\n| Total loans outstanding | $ 1,835,312 | $ 1,979,375 |\n| Allowance for loan losses | $ 33,764 | $ 34,246 |\n| Net loans | $ 1,801,548 | $ 1,945,129 | - Total loans outstanding decreased by **$144.1 million (7.3%)** to **$1.84 billion** as of June 30, 2021, primarily due to decreases in commercial and industrial loans (including PPP loans) and consumer loan portfolios[232](index=232&type=chunk)[58](index=58&type=chunk) - The allowance for loan losses decreased slightly to **$33.8 million** as of June 30, 2021, from **$34.2 million** at December 31, 2020, with no provision for loan losses recorded for the three and six months ended June 30, 2021, due to declining loan balances and strong credit quality indicators[216](index=216&type=chunk)[250](index=250&type=chunk) - As of June 30, 2021, the Company had **584** COVID-19 related loan modifications totaling **$154.5 million**, with most returning to normal payment status and only **16** loans (totaling **$5.95 million**) remaining on deferral. These were generally not considered TDRs[83](index=83&type=chunk)[182](index=182&type=chunk) [NOTE 5 Goodwill and Other Intangible Assets](index=31&type=section&id=NOTE%205%20Goodwill%20and%20Other%20Intangible%20Assets) Goodwill and Other Intangible Assets Data (dollars in thousands) | (dollars in thousands) | June 30, 2021 | December 31, 2020 | |:-----------------------|:--------------|:------------------|\n| Goodwill | $ 30,201 | $ 30,201 |\n| Other intangible assets | $ 23,680 | $ 25,919 |\n| Total intangible assets | $ 53,881 | $ 56,120 | - Goodwill remained stable at **$30.2 million** as of June 30, 2021, with no impairment recognized. Other intangible assets decreased to **$23.68 million** from **$25.92 million** due to amortization[85](index=85&type=chunk)[87](index=87&type=chunk) [NOTE 6 Loan Servicing](index=31&type=section&id=NOTE%206%20Loan%20Servicing) Loan Servicing Data (dollars in thousands) | (dollars in thousands) | Six months ended June 30, 2021 | Six months ended June 30, 2020 | |:-----------------------|:-------------------------------|:-------------------------------|\n| Balance, beginning of period | $ 1,987 | $ 3,845 |\n| Additions | $ 111 | $ 112 |\n| Amortization | $ (385) | $ (396) |\n| (Impairment)/Recovery | $ 251 | $ (670) |\n| Balance, end of period | $ 1,964 | $ 2,891 | - The unpaid principal balance of loans serviced for others decreased to **$417.5 million** as of June 30, 2021, from **$445.5 million** at December 31, 2020. Servicing rights balance remained relatively stable at **$1.964 million**[88](index=88&type=chunk)[89](index=89&type=chunk) [NOTE 7 Leases](index=32&type=section&id=NOTE%207%20Leases) Leases Data (dollars in thousands) | (dollars in thousands) | June 30, 2021 | December 31, 2020 | |:-----------------------|:--------------|:------------------|\n| Operating lease right-of-use assets | $ 4,203 | $ 6,918 |\n| Operating lease liabilities | $ 4,868 | $ 7,861 | - Operating lease right-of-use assets and liabilities decreased significantly from December 31, 2020, to June 30, 2021, reflecting a reduction in lease obligations. The weighted-average remaining lease term for operating leases decreased from **5.8 years** to **3.7 years**[93](index=93&type=chunk)[94](index=94&type=chunk) Leases Data (dollars in thousands) | (dollars in thousands) | Six months ended June 30, 2021 | Six months ended June 30, 2020 | |:-----------------------|:-------------------------------|:-------------------------------|\n| Operating lease cost | $ 988 | $ 1,191 |\n| Net lease cost | $ 1,423 | $ 2,021 | [NOTE 8 Deposits](index=34&type=section&id=NOTE%208%20Deposits) Deposits Data (dollars in thousands) | (dollars in thousands) | June 30, 2021 | December 31, 2020 | |:-----------------------|:--------------|:------------------|\n| Noninterest-bearing | $ 758,820 | $ 754,716 |\n| Interest-bearing | $ 1,952,120 | $ 1,817,277 |\n| Total deposits | $ 2,710,940 | $ 2,571,993 | - Total deposits increased by **$138.9 million (5.4%)** to **$2.71 billion** as of June 30, 2021, driven by increases in both interest-bearing (**$134.8 million**) and noninterest-bearing (**$4.1 million**) deposits. This was attributed to government stimulus and higher depositor balances due to economic uncertainty[259](index=259&type=chunk) - Interest-bearing demand deposits saw a significant increase of **$117.1 million**, while time deposits decreased by **$3.5 million**[259](index=259&type=chunk) [NOTE 9 Long-Term Debt](index=36&type=section&id=NOTE%209%20Long-Term%20Debt) Long-Term Debt Data (dollars in thousands) | (dollars in thousands) | June 30, 2021 Carrying Value | December 31, 2020 Carrying Value | |:-----------------------|:-----------------------------|:---------------------------------|\n| Subordinated notes payable | $ 50,000 | $ 49,688 |\n| Junior subordinated debenture (Trust I) | $ 3,470 | $ 3,447 |\n| Junior subordinated debenture (Trust II) | $ 5,203 | $ 5,170 |\n| Finance lease liability | $ 319 | $ 430 |\n| Total long-term debt | $ 58,992 | $ 58,735 | - Total long-term debt increased slightly to **$58.99 million** as of June 30, 2021. The Company redeemed previously issued subordinated debt with a **5.75%** fixed rate and issued new subordinated debt at a lower **3.50%** fixed rate in Q1 2021[102](index=102&type=chunk)[266](index=266&type=chunk) [NOTE 10 Financial Instruments with Off-Balance Sheet Risk](index=36&type=section&id=NOTE%2010%20Financial%20Instruments%20with%20Off-Balance%20Sheet%20Risk) Financial Instruments with Off-Balance Sheet Risk Data (dollars in thousands) | (dollars in thousands) | June 30, 2021 | December 31, 2020 | |:-----------------------|:--------------|:------------------|\n| Commitments to extend credit | $ 610,448 | $ 611,140 |\n| Standby letters of credit | $ 6,406 | $ 6,510 |\n| Total | $ 616,854 | $ 617,650 | - Off-balance sheet commitments, primarily for extending credit and standby letters of credit, remained stable at approximately **$616.85 million** as of June 30, 2021. The Company uses the same credit policies for these commitments as for on-balance sheet loans[104](index=104&type=chunk)[274](index=274&type=chunk) [NOTE 11 Share-Based Compensation](index=38&type=section&id=NOTE%2011%20Share-Based%20Compensation) Share-Based Compensation Data (dollars and shares in thousands) | (dollars and shares in thousands) | Six months ended June 30, 2021 | Six months ended June 30, 2020 | |:----------------------------------|:-------------------------------|:-------------------------------|\n| Compensation expense | $ 1,259 | $ 859 | - Share-based compensation expense increased to **$1.3 million** for the six months ended June 30, 2021, from **$859 thousand** in the prior year. As of June 30, 2021, **$3.6 million** of unrecognized compensation expense remains, to be recognized over a weighted-average period of **2.85 years**[110](index=110&type=chunk) [NOTE 12 Income Taxes](index=39&type=section&id=NOTE%2012%20Income%20Taxes) Income Taxes Data (dollars in thousands) | (dollars in thousands) | Three months ended June 30, 2021 | Three months ended June 30, 2020 | Six months ended June 30, 2021 | Six months ended June 30, 2020 | |:-----------------------|:---------------------------------|:---------------------------------|:-------------------------------|:-------------------------------|\n| Income tax expense | $ 3,644 | $ 3,613 | $ 8,306 | $ 5,050 |\n| Effective tax rate | **23.7%** | **24.0%** | **23.5%** | **23.1%** | - Income tax expense for the six months ended June 30, 2021, increased to **$8.3 million** from **$5.1 million** in the prior year, with effective tax rates remaining stable around **23-24%**[114](index=114&type=chunk)[228](index=228&type=chunk) [NOTE 13 Segment Reporting](index=39&type=section&id=NOTE%2013%20Segment%20Reporting) - The Company operates through four segments: Banking, Retirement and Benefit Services, Wealth Management, and Mortgage. These segments contribute to a diversified revenue stream, with a majority of overall revenue from noninterest income[115](index=115&type=chunk)[173](index=173&type=chunk) Segment Reporting Data (dollars in thousands) | (dollars in thousands) | Three months ended June 30, 2021 Net Income before Taxes | Six months ended June 30, 2021 Net Income before Taxes | |:-----------------------|:---------------------------------------------------------|:-------------------------------------------------------|\n| Banking | $ 11,740 | $ 24,058 |\n| Retirement and Benefit Services | $ 7,883 | $ 15,026 |\n| Wealth Management | $ 3,010 | $ 5,661 |\n| Mortgage | $ 2,116 | $ 8,841 |\n| Corporate Administration | $ (9,411) | $ (18,371) |\n| Consolidated | $ 15,338 | $ 35,215 | [NOTE 14 Earnings Per Share](index=41&type=section&id=NOTE%2014%20Earnings%20Per%20Share) Earnings Per Share Data (dollars and shares in thousands, except per share data) | (dollars and shares in thousands, except per share data) | Three months ended June 30, 2021 | Three months ended June 30, 2020 | Six months ended June 30, 2021 | Six months ended June 30, 2020 | |:---------------------------------------------------------|:---------------------------------|:---------------------------------|:-------------------------------|:-------------------------------|\n| Basic earnings per common share | $ 0.67 | $ 0.66 | $ 1.54 | $ 0.97 |\n| Diluted earnings per common share | $ 0.66 | $ 0.65 | $ 1.52 | $ 0.95 | - Basic EPS increased to **$0.67** for Q2 2021 from **$0.66** for Q2 2020, and diluted EPS increased to **$0.66** from **$0.65**. For the six months, basic EPS rose to **$1.54** from **$0.97**, and diluted EPS to **$1.52** from **$0.95**[125](index=125&type=chunk) [NOTE 15 Derivative Instruments](index=41&type=section&id=NOTE%2015%20Derivative%20Instruments) Derivative Instruments Data (dollars in thousands) | (dollars in thousands) | June 30, 2021 Fair Value | December 31, 2020 Fair Value | |:-----------------------|:-------------------------|:-----------------------------|\n| Total asset derivatives | $ 6,679 | $ 13,357 |\n| Total liability derivatives | $ 1,038 | $ 2,911 | - The Company uses interest rate swaps and other derivatives to facilitate client transactions and minimize risk, but these are not designated as hedging instruments. Total asset derivatives decreased to **$6.68 million** from **$13.36 million**, and total liability derivatives decreased to **$1.04 million** from **$2.91 million**[126](index=126&type=chunk)[127](index=127&type=chunk) Derivative Instruments Data (dollars in thousands) | (dollars in thousands) | Three months ended June 30, 2021 | Six months ended June 30, 2021 | |:-----------------------|:---------------------------------|:-------------------------------|\n| Total gain/(loss) from derivative instruments | $ (2,593) | $ (1,510) | [NOTE 16 Regulatory Matters](index=43&type=section&id=NOTE%2016%20Regulatory%20Matters) - Both Alerus Financial Corporation and its subsidiary Bank met all regulatory capital adequacy requirements as of June 30, 2021, and December 31, 2020, maintaining ratios above the 'well capitalized' standards[131](index=131&type=chunk)[270](index=270&type=chunk)[271](index=271&type=chunk) Regulatory Matters Data (Consolidated) | Capital Ratios (Consolidated) | June 30, 2021 | December 31, 2020 | |:------------------------------|:--------------|:------------------|\n| Common equity tier 1 capital to risk weighted assets | **14.30%** | **12.75%** |\n| Tier 1 capital to risk weighted assets | **14.71%** | **13.15%** |\n| Total capital to risk weighted assets | **18.43%** | **16.79%** |\n| Tier 1 capital to average assets | **9.62%** | **9.24%** | [NOTE 17 Stock Repurchase Program](index=44&type=section&id=NOTE%2017%20Stock%20Repurchase%20Program) - The Board of Directors approved a stock repurchase program on February 18, 2021, authorizing the repurchase of up to **770,000** shares over **36 months**. No shares were repurchased under this program for the six months ended June 30, 2021[136](index=136&type=chunk)[186](index=186&type=chunk) [NOTE 18 Fair Value of Assets and Liabilities](index=44&type=section&id=NOTE%2018%20Fair%20Value%20of%20Assets%20and%20Liabilities) - The Company categorizes assets and liabilities measured at fair value into a three-level hierarchy (Level 1, 2, 3) based on the observability of valuation inputs. Most investment securities and derivatives are classified as Level 2, using observable inputs[137](index=137&type=chunk)[139](index=139&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) Fair Value of Assets and Liabilities Data (dollars in thousands) | (dollars in thousands) | June 30, 2021 Fair Value | December 31, 2020 Fair Value | |:-----------------------|:-------------------------|:-----------------------------|\n| Total available-for-sale investment securities (Level 2) | $ 651,546 | $ 592,342 |\n| Total asset derivatives (Level 2) | $ 6,679 | $ 13,357 |\n| Total liability derivatives (Level 2) | $ 1,038 | $ 2,911 | - Impaired loans, foreclosed assets, and servicing rights are measured at fair value on a nonrecurring basis, typically using appraisals or discounted cash flows with unobservable inputs (Level 3)[147](index=147&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk) [NOTE 19 COVID-19 Pandemic Response](index=52&type=section&id=NOTE%2019%20COVID-19%20Pandemic%20Response) - The Company participated in the PPP, assisting **2,454** clients with **$474.2 million** in financing. As of June 30, 2021, **$297.7 million** of these loans had received forgiveness approval from the SBA[164](index=164&type=chunk)[183](index=183&type=chunk) - Net processing fees of **$15.7 million** from PPP loans are being deferred and recognized as interest income over the life of the respective loans[164](index=164&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=53&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Alerus Financial Corporation's financial condition and results of operations for the three and six months ended June 30, 2021, discussing key performance indicators, the impact of COVID-19, and segment-specific financial trends [General](index=53&type=section&id=General) - The discussion covers financial condition and results of operations for the three and six months ended June 30, 2021 and 2020, emphasizing that annualized interim results may not be indicative of full-year performance[167](index=167&type=chunk) [Forward-Looking Statements](index=53&type=section&id=Forward-Looking%20Statements) - The report contains forward-looking statements regarding future performance, financial condition, and strategies, which are subject to inherent uncertainties, risks, and changes in circumstances that could cause actual results to differ materially[168](index=168&type=chunk)[169](index=169&type=chunk) - Key risk factors include managing credit risk, new accounting standards (like CECL), business and economic conditions, concentrations in the loan portfolio, nonperforming assets, and the impact of the COVID-19 pandemic[169](index=169&type=chunk)[170](index=170&type=chunk) [Overview](index=56&type=section&id=Overview) - Alerus Financial Corporation is a diversified financial services company offering banking, retirement and benefit services, wealth management, and mortgage solutions, with a business model that generates a majority of revenue from noninterest income[172](index=172&type=chunk)[173](index=173&type=chunk) [Critical Accounting Policies](index=56&type=section&id=Critical%20Accounting%20Policies) - The Company's consolidated financial statements are prepared in accordance with GAAP, requiring management to make estimates and judgments that affect reported amounts. There have been no significant changes in critical accounting policies since December 31, 2020[174](index=174&type=chunk) - As an emerging growth company, Alerus has elected to use the extended transition period for complying with new or revised accounting standards[175](index=175&type=chunk) [Recent Developments](index=56&type=section&id=Recent%20Developments) - The COVID-19 pandemic has not adversely impacted the Company's financial condition or results of operations as of June 30, 2021, despite ongoing economic uncertainty and varying regional responses[178](index=178&type=chunk)[179](index=179&type=chunk) - The Company adopted a hybrid work environment, offered payment deferrals for customers, and participated in the SBA's PPP, facilitating **$474.2 million** in loans and processing **$297.7 million** in forgiveness applications[181](index=181&type=chunk)[182](index=182&type=chunk)[183](index=183&type=chunk) - The Board of Directors declared a quarterly cash dividend of **$0.16** per common share for Q2 2021 and Q3 2021, and approved a stock repurchase program for up to **770,000** shares, though no shares were repurchased under the program by June 30, 2021[185](index=185&type=chunk)[186](index=186&type=chunk) [Operating Results Overview](index=60&type=section&id=Operating%20Results%20Overview) Operating Results Overview Data | Performance Ratios | June 30, 2021 | June 30, 2020 | |:-------------------|:--------------|:--------------|\n| Return on average total assets | **1.50%** | **1.68%** |\n| Return on average common equity | **13.82%** | **15.30%** |\n| Noninterest income as a % of revenue | **63.48%** | **65.55%** |\n| Net interest margin (taxable-equivalent basis) | **2.88%** | **3.14%** |\n| Efficiency ratio | **71.46%** | **66.31%** |\n| Basic earnings per common share | **$0.67** | **$0.66** |\n| Diluted earnings per common share | **$0.66** | **$0.65** |\n| Dividends declared per common share | **$0.16** | **$0.15** | Operating Results Overview Data (in thousands) | Other Data (in thousands) | June 30, 2021 | June 30, 2020 | |:--------------------------|:--------------|:--------------|\n| Retirement and benefit services assets under administration/management | $36,964,961 | $30,093,095 |\n| Wealth management assets under administration/management | $3,538,959 | $2,957,213 |\n| Mortgage originations | $1,063,451 | $660,206 | [Discussion and Analysis of Results of Operations](index=66&type=section&id=Discussion%20and%20Analysis%20of%20Results%20of%20Operations) [Net Income](index=66&type=section&id=Net%20Income) - Net income for Q2 2021 increased slightly to **$11.7 million** (**$0.66** diluted EPS) from **$11.5 million** (**$0.65** diluted EPS) in Q2 2020, driven by higher net interest income and lower provision for loan losses, partially offset by decreased noninterest income and increased noninterest expense[196](index=196&type=chunk) - Net income for the six months ended June 30, 2021, significantly increased to **$26.9 million** (**$1.52** diluted EPS) from **$16.8 million** (**$0.95** diluted EPS) in the prior year, primarily due to higher noninterest income, increased net interest income, and a decrease in provision expense[197](index=197&type=chunk) [Net Interest Income](index=66&type=section&id=Net%20Interest%20Income) Net Interest Income Data (dollars in thousands) | (dollars in thousands) | Three months ended June 30, 2021 | Three months ended June 30, 2020 | Six months ended June 30, 2021 | Six months ended June 30, 2020 | |:-----------------------|:---------------------------------|:---------------------------------|:-------------------------------|:-------------------------------|\n| Net interest income | $ 21,140 | $ 20,091 | $ 43,178 | $ 38,928 |\n| Net interest margin (FTE basis) | **2.88%** | **3.14%** | **3.00%** | **3.24%** | - Net interest income increased by **$1.0 million** (QoQ) and **$4.3 million** (YoY) due to a decrease in interest expense, primarily from lower deposit interest rates and long-term debt refinancing, partially offset by decreased interest income from loans[199](index=199&type=chunk)[200](index=200&type=chunk) - Net interest margin (FTE basis) decreased to **2.88%** for Q2 2021 from **3.14%** for Q2 2020, and to **3.00%** for the six months from **3.24%** in the prior year, mainly due to a lower average earning asset yield and a shift to a more liquid balance sheet mix[203](index=203&type=chunk)[204](index=204&type=chunk) [Provision for Loan Losses](index=71&type=section&id=Provision%20for%20Loan%20Losses) Provision for Loan Losses Data (dollars in thousands) | (dollars in thousands) | Three months ended June 30, 2021 | Three months ended June 30, 2020 | Six months ended June 30, 2021 | Six months ended June 30, 2020 | |:-----------------------|:---------------------------------|:---------------------------------|:-------------------------------|:-------------------------------|\n| Provision for loan losses | $ — | $ 3,500 | $ — | $ 6,000 | - No provision for loan losses was recorded for the three and six months ended June 30, 2021, representing a **$3.5 million** and **$6.0 million** decrease, respectively, compared to the prior year periods. This reflects declining loan balances and strong credit quality indicators[216](index=216&type=chunk) [Noninterest Income](index=71&type=section&id=Noninterest%20Income) Noninterest Income Data (dollars in thousands) | (dollars in thousands) | Three months ended June 30, 2021 | Three months ended June 30, 2020 | Six months ended June 30, 2021 | Six months ended June 30, 2020 | |:-----------------------|:---------------------------------|:---------------------------------|:-------------------------------|:-------------------------------|\n| Retirement and benefit services | $ 17,871 | $ 13,710 | $ 35,126 | $ 29,930 |\n| Wealth management | $ 5,138 | $ 4,112 | $ 10,124 | $ 8,158 |\n| Mortgage banking | $ 12,287 | $ 17,546 | $ 29,419 | $ 22,591 |\n| Total noninterest income | $ 36,748 | $ 38,230 | $ 77,629 | $ 65,419 | - Total noninterest income decreased by **$1.5 million (3.9%)** for Q2 2021, primarily due to a **$5.3 million** decrease in mortgage banking revenue and **$1.3 million** in net gains on investment securities, partially offset by increases in retirement and benefit services and wealth management revenue[219](index=219&type=chunk) - For the six months ended June 30, 2021, total noninterest income increased by **$12.2 million (18.7%)**, driven by higher mortgage banking revenue (**$6.8 million**), retirement and benefit services revenue (**$5.2 million**), and wealth management revenue (**$2.0 million**)[220](index=220&type=chunk) [Noninterest Expense](index=74&type=section&id=Noninterest%20Expense) Noninterest Expense Data (dollars in thousands) | (dollars in thousands) | Three months ended June 30, 2021 | Three months ended June 30, 2020 | Six months ended June 30, 2021 | Six months ended June 30, 2020 | |:-----------------------|:---------------------------------|:---------------------------------|:-------------------------------|:-------------------------------|\n| Compensation | $ 24,309 | $ 21,213 | $ 48,007 | $ 39,944 |\n| Employee taxes and benefits | $ 5,572 | $ 4,747 | $ 11,385 | $ 10,055 |\n| Total noninterest expense | $ 42,550 | $ 39,734 | $ 85,592 | $ 76,460 | - Total noninterest expense increased by **$2.8 million (7.1%)** for Q2 2021 and **$9.1 million (11.9%)** for the six months ended June 30, 2021, primarily due to increases in compensation and employee benefits related to higher mortgage originations[224](index=224&type=chunk)[225](index=225&type=chunk) - Occupancy and equipment expense decreased due to facility lease terminations, and other noninterest expense decreased due to a reduction in the provision for unfunded commitments[224](index=224&type=chunk)[225](index=225&type=chunk) [Income Tax Expense](index=74&type=section&id=Income%20Tax%20Expense) Income Tax Expense Data (dollars in thousands) | (dollars in thousands) | Three months ended June 30, 2021 | Three months ended June 30, 2020 | Six months ended June 30, 2021 | Six months ended June 30, 2020 | |:-----------------------|:---------------------------------|:---------------------------------|:-------------------------------|:-------------------------------|\n| Income tax expense | $ 3,644 | $ 3,613 | $ 8,306 | $ 5,050 |\n| Effective tax rate | **23.7%** | **24.0%** | **23.5%** | **23.1%** | - Income tax expense for Q2 2021 was **$3.6 million** on **$15.3 million** of pre-tax income (**23.7%** effective rate), comparable to Q2 2020. For the six months, it was **$8.3 million** on **$35.2 million** of pre-tax income (**23.5%** effective rate), up from **$5.1 million** in the prior year[227](index=227&type=chunk)[228](index=228&type=chunk) [Financial Condition](index=76&type=section&id=Financial%20Condition) [Overview](index=76&type=section&id=Overview) - Total assets increased by **$143.5 million (4.8%)** to **$3.2 billion** as of June 30, 2021, compared to December 31, 2020. This growth was primarily driven by increases in investment securities and cash and cash equivalents, partially offset by decreases in loans held for sale and loans held for investment[231](index=231&type=chunk) [Loans](index=76&type=section&id=Loans) Loans Data (dollars in thousands) | (dollars in thousands) | June 30, 2021 Balance | December 31, 2020 Balance | |:-----------------------|:----------------------|:--------------------------|\n| Commercial and industrial (including PPP) | $ 572,734 | $ 691,858 |\n| Commercial real estate | $ 567,987 | $ 563,007 |\n| Residential real estate first mortgage | $ 470,822 | $ 463,370 |\n| Total loans outstanding | $ 1,835,312 | $ 1,979,375 | - Total loans outstanding decreased by **$144.1 million (7.3%)** to **$1.84 billion** as of June 30, 2021, primarily due to a **$119.1 million** decrease in commercial and industrial loans (including PPP loans) and a **$22.0 million** decrease in consumer loans[232](index=232&type=chunk)[234](index=234&type=chunk) - As of June 30, 2021, **63.1%** of the loan portfolio bore interest at fixed rates and **36.9%** at floating rates[238](index=238&type=chunk) [Asset Quality](index=78&type=section&id=Asset%20Quality) Asset Quality Data (dollars in thousands) | (dollars in thousands) | June 30, 2021 | December 31, 2020 | |:-----------------------|:--------------|:------------------|\n| Total criticized loans | $ 40,276 | $ 56,671 |\n| Criticized loans as a percent of total loans | **2.19%** | **2.86%** |\n| Total nonperforming loans | $ 6,960 | $ 5,080 |\n| Nonperforming loans to total loans | **0.38%** | **0.26%** |\n| Allowance for loan losses to nonperforming loans | **485%** | **674%** | - Criticized loans decreased to **$40.3 million (2.19% of total loans)** as of June 30, 2021, from **$56.7 million (2.86%)** at December 31, 2020, indicating an improvement in credit quality[243](index=243&type=chunk) - Nonperforming loans increased to **$6.96 million (0.38% of total loans)** from **$5.08 million (0.26%)**, while the allowance for loan losses to nonperforming loans decreased to **485%** from **674%**[244](index=244&type=chunk) [Loans Held for Sale](index=84&type=section&id=Loans%20Held%20for%20Sale) - Loans held for sale decreased by **$55.6 million** to **$66.9 million** as of June 30, 2021, compared to December 31, 2020, primarily due to a decrease in mortgage originations[253](index=253&type=chunk) [Investment Securities](index=84&type=section&id=Investment%20Securities) Investment Securities Data (dollars in thousands) | (dollars in thousands) | June 30, 2021 Fair Value | December 31, 2020 Fair Value | |:-----------------------|:-------------------------|:-----------------------------|\n| Total available-for-sale investment securities | $ 651,546 | $ 592,342 |\n| Total held-to-maturity investment securities | $ 146,316 | $ — |\n| Total investment securities | $ 797,862 | $ 592,342 | - Total investment securities increased by **$205.5 million (34.7%)** to **$797.9 million** as of June 30, 2021. This includes **$146.3 million** in held-to-maturity securities, a new category resulting from a transfer from available-for-sale in Q2 2021 to reduce volatility[254](index=254&type=chunk)[257](index=257&type=chunk) [Deposits](index=85&type=section&id=Deposits) Deposits Data (dollars in thousands) | (dollars in thousands) | June 30, 2021 Balance | December 31, 2020 Balance | |:-----------------------|:----------------------|:--------------------------|\n| Noninterest-bearing demand | $ 758,820 | $ 754,716 |\n| Interest-bearing demand | $ 736,043 | $ 618,900 |\n| Money market and savings | $ 1,010,268 | $ 989,039 |\n| Time deposits | $ 205,809 | $ 209,338 |\n| Total deposits | $ 2,710,940 | $ 2,571,993 | - Total deposits increased by **$138.9 million (5.4%)** to **$2.71 billion** as of June 30, 2021, with interest-bearing deposits increasing by **$134.8 million** and noninterest-bearing deposits by **$4.1 million**. This growth was influenced by government stimulus and depositor behavior in an uncertain economic environment[259](index=259&type=chunk) - Synergistic deposits from retirement and benefit services and wealth management segments decreased by **$44.0 million**, while commercial transaction deposits increased by **$113.9 million** and consumer transaction deposits by **$75.8 million**[259](index=259&type=chunk)[261](index=261&type=chunk) [Borrowings](index=87&type=section&id=Borrowings) Borrowings Data (dollars in thousands) | (dollars in thousands) | June 30, 2021 Balance | December 31, 2020 Balance | |:-----------------------|:----------------------|:--------------------------|\n| Subordinated notes | $ 50,000 | $ 49,688 |\n| Junior subordinated debentures | $ 8,673 | $ 8,617 |\n| Finance lease liability | $ 319 | $ 430 |\n| Total borrowed funds | $ 58,992 | $ 58,735 | - Total borrowed funds remained stable at **$58.99 million** as of June 30, 2021. The Company refinanced its subordinated debt in Q1 2021, securing a new fixed rate of **3.50%** compared to the previous **5.75%**[266](index=266&type=chunk) [Capital Resources](index=89&type=section&id=Capital%20Resources) - Stockholders' equity increased by **$14.2 million** to **$344.4 million** as of June 30, 2021, driven by net income, partially offset by dividends and a decrease in accumulated other comprehensive income[268](index=268&type=chunk) - Tangible common equity to tangible assets, a non-GAAP measure, increased to **9.36%** at June 30, 2021, from **9.27%** at December 31, 2020. Excluding PPP loans, this ratio would have been **9.89%**[268](index=268&type=chunk) - The Company and the Bank consistently maintained regulatory capital ratios above the 'well capitalized' standards, meeting all capital adequacy requirements[270](index=270&type=chunk)[271](index=271&type=chunk) [Contractual Obligations and Off-Balance Sheet Arrangements](index=90&type=section&id=Contractual%20Obligations%20and%20Off-Balance%20Sheet%20Arrangements) Contractual Obligations and Off-Balance Sheet Arrangements Data (dollars in thousands) | (dollars in thousands) | Total Contractual Obligations | |:-----------------------|:------------------------------|\n| Operating lease obligations | $ 5,455 |\n| Time deposits | $ 205,809 |\n| Subordinated notes payable | $ 50,000 |\n| Junior subordinated debenture (Trust I) | $ 3,470 |\n| Junior subordinated debenture (Trust II) | $ 5,203 |\n| Finance lease liability | $ 335 |\n| Total contractual obligations | $ 270,272 | - Total contractual obligations were **$270.27 million** as of June 30, 2021, primarily consisting of time deposits and long-term debt. Off-balance sheet arrangements, such as commitments to extend credit and standby letters of credit, totaled **$616.85 million**[273](index=273&type=chunk)[276](index=276&type=chunk) [Liquidity](index=90&type=section&id=Liquidity) - On-balance sheet liquidity significantly increased to **$870.5 million** as of June 30, 2021, from **$511.1 million** at December 31, 2020, including cash, federal funds, and unencumbered securities[278](index=278&type=chunk) - The Company had an eligible borrowing capacity of up to **$645.6 million** from the FHLB and **$102.0 million** through unsecured lines of credit with other banks, ensuring adequate resources to fund commitments[280](index=280&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=92&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section details the Company's exposure to market risk, primarily interest rate risk, and the strategies employed by the Asset and Liability Committee (ALCO) to manage it. It also covers operational, compliance, and strategic/reputation risks [Interest Rate Risk](index=92&type=section&id=Interest%20Rate%20Risk) - The Company actively manages interest rate risk, which arises from mismatches in the timing of interest rate changes impacting assets and liabilities. The ALCO monitors risk measures and policy limits[283](index=283&type=chunk)[284](index=284&type=chunk) - Interest rate risk is measured using net interest income simulation models and economic value of equity sensitivity analysis, forecasting impacts under various interest rate scenarios[287](index=287&type=chunk)[288](index=288&type=chunk)[289](index=289&type=chunk)[290](index=290&type=chunk) Interest Rate Risk Data | Estimated Impact on Net Interest Income | June 30, 2021 Following 12 months | June 30, 2021 Following 24 months | |:----------------------------------------|:----------------------------------|:----------------------------------|\n| **+400 basis points** | **6.3%** | **5.9%** |\n| **+100 basis points** | **1.2%** | **-4.9%** |\n| **-100 basis points** | **-7.1%** | **-21.0%** | Interest Rate Risk Data | Change in Economic Value of Equity | June 30, 2021 | |:-----------------------------------|:--------------|\n| **+400 basis points** | **-7.1%** |\n| **+100 basis points** | **1.8%** |\n| **-100 basis points** | **-36.7%** | [Operational Risk](index=95&type=section&id=Operational%20Risk) - Operational risk encompasses losses from human behavior, failed internal systems/controls, and external influences. Management continuously strengthens internal controls, enterprise risk management, and employee awareness to mitigate this risk[294](index=294&type=chunk) [Compliance Risk](index=95&type=section&id=Compliance%20Risk) - Compliance risk is the potential for regulatory sanctions or financial loss due to non-compliance with banking rules and regulations, including anti-money laundering, privacy, and fair lending[295](index=295&type=chunk) [Strategic and/or Reputation Risk](index=95&type=section&id=Strategic%20and/or%20Reputation%20Risk) - Strategic and/or reputation risk involves potential losses from impaired reputation, failure to execute business plans, or missed opportunities. Mitigation efforts include initiatives to better understand and report on risks related to new products and business initiatives[296](index=296&type=chunk) [Item 4. Controls and Procedures](index=95&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of the Company's disclosure controls and procedures and reports on any changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=95&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - As of June 30, 2021, management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective in ensuring timely and accurate reporting of information required by the Exchange Act[297](index=297&type=chunk) [Changes in Internal Control over Financial Reporting](index=95&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - There have been no material changes in the Company's internal control over financial reporting during the fiscal quarter ended June 30, 2021[298](index=298&type=chunk)[299](index=299&type=chunk) [PART II. OTHER INFORMATION](index=97&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=97&type=section&id=Item%201.%20Legal%20Proceedings) This section confirms the absence of material pending legal proceedings against the Company or its subsidiaries - There are no material pending legal proceedings against Alerus Financial Corporation or its subsidiaries, other than ordinary routine litigation incidental to the business[301](index=301&type=chunk) [Item 1A. Risk Factors](index=97&type=section&id=Item%201A.%20Risk%20Factors) This section states that there have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K - No material changes have occurred to the risk factors previously disclosed in the Company's Annual Report on Form 10-K filed on March 12, 2021[302](index=302&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=97&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports on equity security transactions, including issuer repurchases and the use of proceeds from registered securities [Unregistered Sales of Equity Securities](index=97&type=section&id=Unregistered%20Sales%20of%20Equity%20Securities) - There were no unregistered sales of equity securities during the period[302](index=302&type=chunk) [Issuer Repurchases of Equity Securities](index=97&type=section&id=Issuer%20Repurchases%20of%20Equity%20Securities) Issuer Repurchases of Equity Securities Data | (dollars in thousands, except per share data) | Total Number of Shares Purchased | |:----------------------------------------------|:---------------------------------|\n| April | — |\n| May | — |\n| June | — |\n| Total | — | - No shares were repurchased under the publicly announced stock repurchase program during the second quarter of 2021. The program authorizes the repurchase of up to **770,000** shares over **36 months**[303](index=303&type=chunk) [Use of Proceeds from Registered Securities](index=97&type=section&id=Use%20of%20Proceeds%20from%20Registered%20Securities) - The Company sold **2,860,000** shares in its initial public offering on September 17, 2019, with an additional **429,000** shares sold to cover overallotments. The net proceeds have been maintained on deposit with the Bank and used to pay down short-term borrowings[304](index=304&type=chunk)[305](index=305&type=chunk) [Item 3. Defaults Upon Senior Securities](index=98&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section confirms that there have been no defaults upon senior securities - There were no defaults upon senior securities[306](index=306&type=chunk) [Item 4. Mine Safety Disclosures](index=98&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable to Alerus Financial Corporation[306](index=306&type=chunk) [Item 5. Other Information](index=98&type=section&id=Item%205.%20Other%20Information) This section indicates that there is no other information to report - No other information is reported in this section[306](index=306&type=chunk) [Item 6. Exhibits](index=99&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including certifications and iXBRL documents Exhibits Data | Exhibit No. | Description | |:------------|:------------|\n| 31.1 | Chief Executive Officer's Certifications required by Rule 13(a)-14(a) – filed herewith |\n| 31.2 | Chief Financial Officer's Certifications required by Rule 13(a)-14(a) – filed herewith |\n| 32.1 | Chief Executive Officer Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – filed herewith |\n| 32.2 | Chief Financial Officer Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – filed herewith |\n| 101.INS | iXBRL Instance Document |\n| 104 | Cover Page Interactive Data File (formatted Inline XBRL and contained in Exhibits 101) | [Signatures](index=100&type=section&id=Signatures) This section contains the required signatures for the Form 10-Q filing - The report is duly signed on behalf of Alerus Financial Corporation by Randy L. Newman, dated August 5, 2021[309](index=309&type=chunk)[310](index=310&type=chunk)