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ISABELLA BANK Corp

For the period ended Mar 31, 2024. Filed May 2, 2024.

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About this filing

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

Mar 31, 2024 · Filed May 2, 2024

ISBA$40.70-1.1%Stored close · as of Nov 10, 2026

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

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Item 1. Financial Statements

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

March 312024December 312023
ASSETS
Cash and cash equivalents
Cash and demand deposits due from banks$22,987$25,628
Fed Funds sold and interest bearing balances due from banks2,2318,044
Total cash and cash equivalents25,21833,672
AFS securities, at fair value517,585528,148
Mortgage loans AFS366—
Loans1,365,5081,349,463
Less allowance for credit losses13,39013,108
Net loans1,352,1181,336,355
Premises and equipment27,95127,639
Bank owned life insurance policies34,13133,892
Equity securities without readily determinable fair values15,84815,848
Goodwill and other intangible assets48,28448,284
Accrued interest receivable and other assets36,07535,130
TOTAL ASSETS$2,057,576$2,058,968
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits
Noninterest bearing$413,272$428,505
Interest bearing demand deposits349,401320,737
Certificates of deposit under $250 and other savings881,528857,768
Certificates of deposit over $250124,106116,685
Total deposits1,768,3071,723,695
Borrowed funds
Federal funds purchased and repurchase agreements42,99846,801
FHLB advances—40,000
Subordinated debt, net of unamortized issuance costs29,35729,335
Total borrowed funds72,355116,136
Accrued interest payable and other liabilities16,24016,735
Total liabilities1,856,9021,856,566
Shareholders’ equity
Common stock — no par value 15,000,000 shares authorized; issued and outstanding 7,488,101 shares (including 169,677 shares held in the Rabbi Trust) in 2024 and 7,485,889 shares (including 150,581 shares held in the Rabbi Trust) in 2023126,656127,323
Shares to be issued for deferred compensation obligations3,8903,693
Retained earnings98,31897,282
Accumulated other comprehensive income (loss)(28,190)(25,896)
Total shareholders’ equity200,674202,402
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$2,057,576$2,058,968

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

Three Months Ended March 31
20242023
Interest income
Loans, including fees$18,057$14,889
AFS securities
Taxable2,2582,502
Nontaxable626718
Federal funds sold and other439486
Total interest income21,38018,595
Interest expense
Deposits7,1632,829
Borrowings
Federal funds purchased and repurchase agreements321149
FHLB advances388—
Subordinated debt, net of unamortized issuance costs266266
Total interest expense8,1383,244
Net interest income13,24215,351
Provision for credit losses39241
Net interest income after provision for credit losses12,85015,310
Noninterest income
Service charges and fees2,0461,978
Wealth management fees939786
Earnings on bank owned life insurance policies243226
Net gain on sale of mortgage loans3467
Other206236
Total noninterest income3,4683,293
Noninterest expenses
Compensation and benefits7,0156,589
Furniture and equipment1,6751,597
Occupancy1,0311,005
Other2,9553,007
Total noninterest expenses12,67612,198
Income before federal income tax expense3,6426,405
Federal income tax expense5111,084
NET INCOME$3,131$5,321
Earnings per common share
Basic$0.42$0.70
Diluted$0.42$0.70
Cash dividends per common share$0.28$0.28

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three Months Ended March 31
20242023
Net income$3,131$5,321
Unrealized gains (losses) on AFS securities arising during the period(2,926)8,610
Reclassification adjustment for net (gains) losses included in net income—(1)
Tax effect (1)632(1,729)
Unrealized gains (losses) on AFS securities, net of tax(2,294)6,880
Comprehensive income (loss)$837$12,201

(1)See “Note 9 – Accumulated Other Comprehensive Income” for tax effect reconciliation.

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

Common Stock
Common SharesOutstandingAmountCommon Shares to beIssued forDeferredCompensationObligationsRetainedEarningsAccumulatedOtherComprehensiveIncome (Loss)Totals
January 1, 20237,559,421$128,651$5,005$89,748$(37,194)$186,210
Cumulative effect of accounting change - adoption of ASC 326———(2,417)—(2,417)
Comprehensive income (loss)———5,3216,88012,201
Issuance of common stock19,873462———462
Common stock transferred from the Rabbi Trust to satisfy deferred compensation obligations—7(7)———
Share-based payment awards under the Directors Plan——346——346
Share-based compensation expense recognized in earnings under the RSP—42———42
Common stock purchased for deferred compensation obligations—(508)———(508)
Common stock repurchased(39,279)(937)———(937)
Cash dividends paid ($0.28 per common share)———(2,066)—(2,066)
March 31, 20237,540,015$127,717$5,344$90,586$(30,314)$193,333
January 1, 20247,485,889$127,323$3,693$97,282$(25,896)$202,402
Comprehensive income (loss)———3,131(2,294)837
Issuance of common stock22,456447———447
Issuance of common stock for vested shares under the RSP16,240—————
Common stock transferred from the Rabbi Trust to satisfy deferred compensation obligations—21(21)———
Share-based payment awards under the Directors Plan——218——218
Share-based compensation expense recognized in earnings under the RSP—25———25
Common stock purchased for deferred compensation obligations—(420)———(420)
Common stock repurchased(36,484)(740)———(740)
Cash dividends paid ($0.28 per common share)———(2,095)—(2,095)
March 31, 20247,488,101$126,656$3,890$98,318$(28,190)$200,674

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Three Months Ended March 31
20242023
OPERATING ACTIVITIES
Net income$3,131$5,321
Reconciliation of net income to net cash provided by operating activities:
Provision for credit losses39241
Depreciation506478
Amortization of OMSR3736
Amortization of acquisition intangibles—1
Amortization of subordinated debt issuance costs2222
Net amortization of AFS securities353372
Net gains on sale of AFS securities—(1)
Net gain on sale of mortgage loans(34)(67)
Net (gains) losses on foreclosed assets(69)(22)
Increase in cash value of corporate owned life insurance policies, net of expenses(239)(220)
Share-based payment awards under the Directors Plan218346
Share-based payment awards under the RSP2542
Origination of loans held-for-sale(1,690)(1,519)
Proceeds from loan sales1,3581,794
Net changes in operating assets and liabilities which provided (used) cash:
Accrued interest receivable and other assets(177)1,913
Accrued interest payable and other liabilities(492)(968)
Net cash provided by (used in) operating activities3,3417,569
INVESTING ACTIVITIES
Activity in AFS securities
Sales—4,145
Maturities, calls, and principal payments7,28422,090
Purchases—(6,166)
Net loan principal (originations) collections(16,354)(6,493)
Proceeds from sales of foreclosed assets9567
Purchases of premises and equipment(818)(1,229)
Funding of low income housing tax credit investments(3)(612)
Net cash provided by (used in) investing activities(9,796)11,802

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

Three Months Ended March 31
20242023
FINANCING ACTIVITIES
Net increase (decrease) in deposits$44,612$69,253
Net increase (decrease) in fed funds purchased and repurchase agreements(3,803)(25,776)
Net increase (decrease) in FHLB advances(40,000)—
Cash dividends paid on common stock(2,095)(2,066)
Proceeds from issuance of common stock447462
Common stock repurchased(740)(937)
Common stock purchased for deferred compensation obligations(420)(508)
Net cash provided by (used in) financing activities(1,999)40,428
Increase (decrease) in cash and cash equivalents(8,454)59,799
Cash and cash equivalents at beginning of period33,67238,924
Cash and cash equivalents at end of period$25,218$98,723
SUPPLEMENTAL CASH FLOWS INFORMATION:
Interest paid$7,844$2,819
Income taxes paid$—$100
SUPPLEMENTAL NONCASH INFORMATION:
Investment in low income housing tax credits$—$5,000
Transfers of loans to foreclosed assets$199$20

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 –Basis of Presentation

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

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. For further information, refer to our Annual Report on Form 10-K for the year ended December 31, 2023.

Our accounting policies are materially the same as those discussed in Note 1 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Note 2 –AFS Securities

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

March 31, 2024
AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesFairValue
U.S. Treasury$231,114$—$16,888$214,226
States and political subdivisions93,5698053,90490,470
Auction rate money market preferred3,200—1873,013
Mortgage-backed securities33,762—2,71831,044
Collateralized mortgage obligations182,542—10,711171,831
Corporate8,150—1,1497,001
Total$552,337$805$35,557$517,585
December 31, 2023
AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesFairValue
U.S. Treasury$231,218$—$16,417$214,801
States and political subdivisions94,8371,0322,99392,876
Auction rate money market preferred3,200—2692,931
Mortgage-backed securities35,321—2,50632,815
Collateralized mortgage obligations187,248—9,473177,775
Corporate8,150—1,2006,950
Total$559,974$1,032$32,858$528,148

The amortized cost and fair value of AFS securities by contractual maturity at March 31, 2024 are as follows:

Maturing · Securities with Variable Monthly Payments or Noncontractual Maturities
Due inOne Yearor Less · After OneYear ButWithinFive Years · After FiveYears ButWithinTen Years · AfterTen Years · Total
U.S. Treasury$9,990$221,124$—$—$—$231,114
States and political subdivisions15,10527,63619,91330,915—93,569
Auction rate money market preferred————3,2003,200
Mortgage-backed securities————33,76233,762
Collateralized mortgage obligations————182,542182,542
Corporate——8,150——8,150
Total amortized cost$25,095$248,760$28,063$30,915$219,504$552,337
Fair value$25,158$232,115$26,197$28,227$205,888$517,585

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

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

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

Three Months Ended March 31
20242023
Proceeds from sales of AFS securities$—$4,145
Realized gains (losses)$—$1
Applicable income tax expense (benefit)$—$—

The information in the following tables pertains to AFS securities with gross unrealized losses at March 31, 2024 and December 31, 2023, aggregated by investment category and length of time that individual securities have been in a continuous loss position.

March 31, 2024
Less Than Twelve Months · Twelve Months or More
GrossUnrealizedLosses · FairValue · GrossUnrealizedLosses · FairValue · TotalUnrealizedLosses
U.S. Treasury$—$—$16,888$214,226$16,888
States and political subdivisions8614,3473,81841,2253,904
Auction rate money market preferred——1873,013187
Mortgage-backed securities132,71731,0412,718
Collateralized mortgage obligations——10,711171,83110,711
Corporate——1,1497,0011,149
Total$87$14,350$35,470$468,337$35,557
Number of securities in an unrealized loss position:40218258
December 31, 2023
Less Than Twelve Months · Twelve Months or More
GrossUnrealizedLosses · FairValue · GrossUnrealizedLosses · FairValue · TotalUnrealizedLosses
U.S. Treasury$—$—$16,417$214,801$16,417
States and political subdivisions427,1722,95137,0112,993
Auction rate money market preferred——2692,931269
Mortgage-backed securities1102,50532,8052,506
Collateralized mortgage obligations1164,5549,357173,2219,473
Corporate——1,2006,9501,200
Total$159$11,736$32,699$467,719$32,858
Number of securities in an unrealized loss position:22186208

The unrealized loss on our AFS securities portfolio resulted from the increase in short-term and intermediate-term interest rates.

As of March 31, 2024, no allowance for credit losses has been recognized on AFS securities in an unrealized loss position, as management does not believe any of the securities are impaired due to reasons of credit quality. This is based on our analysis of the underlying risk characteristics, including credit ratings, and other qualitative factors related to our AFS securities and consideration of our historical credit loss experience and internal forecasts. The issuers of these securities continue to make timely principal and interest payments under the contractual terms of the securities. Furthermore, management does not have the intent to sell any of the securities classified as AFS in the table above, and believes it is more likely than not that we will not have to sell any such securities before a recovery of cost. The unrealized losses are due to increases in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the securities approach their respective maturity date or repricing date, or if the market yields for such investments decline.

Note 3 –Loans and ACL

Loan Composition

The following table provides a detailed listing of our loan portfolio at:

March 31, 2024December 31, 2023
BalancePercent of TotalBalancePercent of Total
Commercial and industrial
Secured$200,94014.72%$189,18614.02%
Unsecured25,3411.86%20,5521.52%
Total commercial and industrial226,28116.58%209,73815.54%
Commercial real estate
Commercial mortgage owner occupied178,15813.05%180,63613.39%
Commercial mortgage non-owner occupied215,09115.75%216,29216.03%
Commercial mortgage 1-4 family investor90,8126.65%89,2086.61%
Commercial mortgage multifamily77,0625.64%78,1085.79%
Total commercial real estate561,12341.09%564,24441.82%
Advances to mortgage brokers29,6882.17%18,5411.37%
Agricultural
Agricultural mortgage67,8914.97%69,0445.12%
Agricultural other25,8041.89%30,9502.29%
Total agricultural93,6956.86%99,9947.41%
Residential real estate
Senior lien312,69222.90%313,45923.23%
Junior lien6,7730.50%5,9450.44%
Home equity lines of credit37,1932.72%37,0142.74%
Total residential real estate356,65826.12%356,41826.41%
Consumer
Secured - direct37,4962.75%37,9482.81%
Secured - indirect57,3964.20%59,3244.40%
Unsecured3,1710.23%3,2560.24%
Total consumer98,0637.18%100,5287.45%
Total$1,365,508100.00%$1,349,463100.00%

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

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

Commercial and agricultural loans include loans for commercial real estate, commercial operating loans, advances to mortgage brokers, farmland and agricultural production, and loans to states and political subdivisions. Repayment of these loans is dependent upon the successful operation and management of a business. We minimize our risk by limiting the amount of direct credit exposure to any one borrower to $18,000. Borrowers with direct credit needs of more than $18,000 may be serviced through the use of loan participations with other commercial banks. Commercial and agricultural real estate loans commonly require loan-to-value limits of 80% or less. Depending upon the type of loan, past credit history, and current operating results, we may require the borrower to pledge accounts receivable, inventory, property, or equipment. Government agency guarantee may be required. Personal guarantees and/or life insurance beneficiary assignments are generally required from the owners of closely held corporations, partnerships, and sole proprietorships. In addition, we may require annual financial statements, prepare cash flow analyses, and review credit reports.

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

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

Underwriting criteria for originated residential real estate loans generally include:

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

Evaluation of the value of the property securing the loan.

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

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

Verification of acceptable credit reports.

Verification of employment, income, and financial information.

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

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

Nonaccrual and Past Due Loans

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

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

The following table summarizes nonaccrual loan data by class of loans as of:

March 31, 2024December 31, 2023
Total Nonaccrual LoansNonaccrual Loans with No ACLTotal Nonaccrual LoansNonaccrual Loans with No ACL
Commercial and industrial:
Secured$567$292$491$435
Commercial real estate:
Commercial mortgage owner occupied234160——
Agricultural:
Agricultural mortgage22223838
Agricultural other167167167167
Residential real estate:
Senior lien293293286286
Total$1,283$934$982$926

The following tables summarize the past due and current loans for the entire loan portfolio as of:

March 31, 2024
Past Due: · Accruing Loans 90 or More Days Past Due
30-59Days · 60-89Days · 90 Daysor More · Current · Total
Commercial and industrial
Secured$683$92$407$199,758$200,940$—
Unsecured———25,34125,341—
Total commercial and industrial68392407225,099226,281—
Commercial real estate
Commercial mortgage owner occupied701234—177,223178,158—
Commercial mortgage non-owner occupied2,421——212,670215,091—
Commercial mortgage 1-4 family investor———90,81290,812—
Commercial mortgage multifamily———77,06277,062—
Total commercial real estate3,122234—557,767561,123—
Advances to mortgage brokers———29,68829,688—
Agricultural
Agricultural mortgage———67,89167,891—
Agricultural other28——25,77625,804—
Total agricultural28——93,66793,695—
Residential real estate
Senior lien4,0847—308,601312,692—
Junior lien20——6,7536,773—
Home equity lines of credit47——37,14637,193—
Total residential real estate4,1517—352,500356,658—
Consumer
Secured - direct55——37,44137,496—
Secured - indirect127——57,26957,396—
Unsecured5——3,1663,171—
Total consumer187——97,87698,063—
Total$8,171$333$407$1,356,597$1,365,508$—
December 31, 2023
Past Due: · Accruing Loans 90 or More Days Past Due
30-59Days · 60-89Days · 90 Daysor More · Current · Total
Commercial and industrial
Secured$165$290$201$188,530$189,186$—
Unsecured———20,55220,552—
Total commercial and industrial165290201209,082209,738—
Commercial real estate
Commercial mortgage owner occupied———180,636180,636—
Commercial mortgage non-owner occupied———216,292216,292—
Commercial mortgage 1-4 family investor———89,20889,208—
Commercial mortgage multifamily———78,10878,108—
Total commercial real estate———564,244564,244—
Advances to mortgage brokers———18,54118,541—
Agricultural
Agricultural mortgage———69,04469,044—
Agricultural other———30,95030,950—
Total agricultural———99,99499,994—
Residential real estate
Senior lien3,188349201309,721313,45987
Junior lien———5,9455,945—
Home equity lines of credit———37,01437,014—
Total residential real estate3,188349201352,680356,41887
Consumer
Secured - direct3——37,94537,948—
Secured - indirect181——59,14359,324—
Unsecured9——3,2473,256—
Total consumer193——100,335100,528—
Total$3,546$639$402$1,344,876$1,349,463$87

Credit Quality Indicators

The following tables display commercial and agricultural loans by credit risk ratings and year of origination as of:

March 31, 2024
20242023202220212020PriorRevolvingLoansRevolving Loans Converted to TermTotal
Commercial and industrial: Secured
Risk ratings 1-3$662$19,868$4,473$6,069$6,286$865$9,260$—$47,483
Risk rating 414,52338,15832,96118,9513,6753,87629,694—141,838
Risk rating 52,4252923142171141001,771—5,233
Risk rating 6——2,160—1941073,358—5,819
Risk rating 7—389——178———567
Risk rating 8—————————
Risk rating 9—————————
Total$17,610$58,707$39,908$25,237$10,447$4,948$44,083$—$200,940
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial and industrial: Unsecured
Risk ratings 1-3$—$1,850$203$114$48$714$4,969$—$7,898
Risk rating 41,7553,8352,563476448—8,296—17,373
Risk rating 5——29———41—70
Risk rating 6—————————
Risk rating 7—————————
Risk rating 8—————————
Risk rating 9—————————
Total$1,755$5,685$2,795$590$496$714$13,306$—$25,341
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial real estate: Owner occupied
Risk ratings 1-3$129$3,681$1,684$12,472$14,060$3,518$434$—$35,978
Risk rating 42,74912,05431,96736,18212,67331,4871,212—128,324
Risk rating 51996231,4752,6786945,369372—11,410
Risk rating 6—823—858—531——2,212
Risk rating 7————234———234
Risk rating 8—————————
Risk rating 9—————————
Total$3,077$17,181$35,126$52,190$27,661$40,905$2,018$—$178,158
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial real estate: Non-owner occupied
Risk ratings 1-3$339$63$4,340$6,428$761$1,897$—$—$13,828
Risk rating 421437,11763,17737,16211,34640,0461,673—190,735
Risk rating 5——2285,787—3,437——9,452
Risk rating 6—1,023——53———1,076
Risk rating 7—————————
Risk rating 8—————————
Risk rating 9—————————
Total$553$38,203$67,745$49,377$12,160$45,380$1,673$—$215,091
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
March 31, 2024
20242023202220212020PriorRevolvingLoansRevolving Loans Converted to TermTotal
Commercial real estate: 1-4 family investor
Risk ratings 1-3$208$284$1,181$846$889$1,221$1,414$—$6,043
Risk rating 43,97313,27211,32930,17414,8074,8155,159—83,529
Risk rating 5—15035176—54——631
Risk rating 6—551———58——609
Risk rating 7—————————
Risk rating 8—————————
Risk rating 9—————————
Total$4,181$14,257$12,861$31,096$15,696$6,148$6,573$—$90,812
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial real estate: Multifamily
Risk ratings 1-3$—$4,196$4,589$2,018$562$1,480$—$—$12,845
Risk rating 4—2,56419,30015,81780121,591795—60,868
Risk rating 5—————————
Risk rating 6———29—3,320——3,349
Risk rating 7—————————
Risk rating 8—————————
Risk rating 9—————————
Total$—$6,760$23,889$17,864$1,363$26,391$795$—$77,062
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Advances to mortgage brokers
Risk ratings 1-3$29,688$—$—$—$—$—$—$—$29,688
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Agricultural mortgage
Risk ratings 1-3$—$293$2,822$1,209$2,628$1,341$6$—$8,299
Risk rating 41,3535,03311,3798,8025,8099,6811,049—43,106
Risk rating 52285275,3665,777683790674—14,045
Risk rating 6—837———1,582——2,419
Risk rating 7—————22——22
Risk rating 8—————————
Risk rating 9—————————
Total$1,581$6,690$19,567$15,788$9,120$13,416$1,729$—$67,891
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Agricultural other
Risk ratings 1-3$249$649$62$109$37$325$1,127$—$2,558
Risk rating 44231,3802,3592,1235519310,901—17,830
Risk rating 5—506734994802,938—4,046
Risk rating 6—472—117——614—1,203
Risk rating 7——————167—167
Risk rating 8—————————
Risk rating 9—————————
Total$672$2,551$2,427$2,422$1,087$898$15,747$—$25,804
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
December 31, 2023
20232022202120202019PriorRevolvingLoansRevolving Loans Converted to TermTotal
Commercial and industrial: Secured
Risk ratings 1-3$15,061$4,324$6,188$6,666$422$449$12,305$—$45,415
Risk rating 438,68035,24522,0654,5232,4691,76229,826—134,570
Risk rating 53912,6342333051111011,994—5,769
Risk rating 6——420761282,596—2,941
Risk rating 7465——242———491
Risk rating 8—————————
Risk rating 9—————————
Total$54,597$42,203$28,490$11,725$3,010$2,440$46,721$—$189,186
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial and industrial: Unsecured
Risk ratings 1-3$2,200$259$129$71$96$707$1,663$—$5,125
Risk rating 43,9883,117517470——7,274—15,366
Risk rating 5—31————30—61
Risk rating 6—————————
Risk rating 7—————————
Risk rating 8—————————
Risk rating 9—————————
Total$6,188$3,407$646$541$96$707$8,967$—$20,552
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial real estate: Owner occupied
Risk ratings 1-3$3,592$1,712$12,655$14,228$761$3,313$211$—$36,472
Risk rating 412,14833,39239,40614,08613,38419,9421,506—133,864
Risk rating 51,4607271952203,8291,761464—8,656
Risk rating 6——870234—540——1,644
Risk rating 7—————————
Risk rating 8—————————
Risk rating 9—————————
Total$17,200$35,831$53,126$28,768$17,974$25,556$2,181$—$180,636
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial real estate: Non-owner occupied
Risk ratings 1-3$67$4,383$6,496$827$172$1,766$—$—$13,711
Risk rating 437,90662,97937,58311,5347,58932,9411,650—192,182
Risk rating 5——5,838——3,478——9,316
Risk rating 61,029——54————1,083
Risk rating 7—————————
Risk rating 8—————————
Risk rating 9—————————
Total$39,002$67,362$49,917$12,415$7,761$38,185$1,650$—$216,292
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
December 31, 2023
20232022202120202019PriorRevolvingLoansRevolving Loans Converted to TermTotal
Commercial real estate: 1-4 family investor
Risk ratings 1-3$286$1,445$864$905$666$887$1,352$—$6,405
Risk rating 413,49211,64130,60415,1243,0363,1114,538—81,546
Risk rating 515235477—55———638
Risk rating 6555———595——619
Risk rating 7—————————
Risk rating 8—————————
Risk rating 9—————————
Total$14,485$13,440$31,545$16,029$3,816$4,003$5,890$—$89,208
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial real estate: Multifamily
Risk ratings 1-3$4,509$4,682$2,053$568$—$1,515$—$—$13,327
Risk rating 42,79219,46515,98181354921,263554—61,417
Risk rating 5———4————4
Risk rating 6——32——3,328——3,360
Risk rating 7—————————
Risk rating 8—————————
Risk rating 9—————————
Total$7,301$24,147$18,066$1,385$549$26,106$554$—$78,108
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Advances to mortgage brokers
Risk ratings 1-3$18,541$—$—$—$—$—$—$—$18,541
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Agricultural mortgage
Risk ratings 1-3$292$2,834$1,241$2,786$604$964$94$—$8,815
Risk rating 45,62212,9038,9705,9403,9267,883566—45,810
Risk rating 51264,0985,88668917560756—11,790
Risk rating 6842————1,749——2,591
Risk rating 7—————38——38
Risk rating 8—————————
Risk rating 9—————————
Total$6,882$19,835$16,097$9,415$4,705$10,694$1,416$—$69,044
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Agricultural other
Risk ratings 1-3$801$81$121$38$183$141$2,659$—$4,024
Risk rating 41,8302,4812,2806191467514,405—21,836
Risk rating 57538163507—4802,731—4,642
Risk rating 6——32———249—281
Risk rating 7——————167—167
Risk rating 8—————————
Risk rating 9—————————
Total$3,384$2,570$2,596$1,164$329$696$20,211$—$30,950
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—

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

  1. EXCELLENT – Substantially Risk Free

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

High liquidity, strong cash flow, low leverage.

Unquestioned ability to meet all obligations when due.

Experienced management, with management succession in place.

Secured by cash.

  1. HIGH QUALITY – Limited Risk

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

Favorable liquidity and leverage ratios.

Ability to meet all obligations when due.

Management with successful track record.

Steady and satisfactory earnings history.

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

Access to alternative financing.

Well defined primary and secondary source of repayment.

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

  1. HIGH SATISFACTORY – Reasonable Risk

Credit with satisfactory financial condition and further characterized by:

Working capital adequate to support operations.

Cash flow sufficient to pay debts as scheduled.

Management experience and depth appear favorable.

Loan performing according to terms.

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

  1. LOW SATISFACTORY – Acceptable Risk

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

Would include most start-up businesses.

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

Management’s abilities are apparent yet unproven.

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

Loan structure generally in accordance with policy.

If secured, loan collateral coverage is marginal.

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

  1. SPECIAL MENTION – Criticized

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

Downward trend in sales, profit levels, and margins.

Impaired working capital position.

Cash flow is strained in order to meet debt repayment.

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

Shrinking equity cushion.

Diminishing primary source of repayment and questionable secondary source.

Management abilities are questionable.

Weak industry conditions.

Litigation pending against the borrower.

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

Collateral or guaranty offers limited protection.

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

  1. SUBSTANDARD – Classified

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

Sustained losses have severely eroded the equity and cash flow.

Deteriorating liquidity.

Serious management problems or internal fraud.

Original repayment terms liberalized.

Likelihood of bankruptcy.

Inability to access other funding sources.

Reliance on secondary source of repayment.

Litigation filed against borrower.

Interest non-accrual may be warranted.

Collateral provides little or no value.

Requires excessive attention of the loan officer.

Borrower is uncooperative with loan officer.

  1. VULNERABLE – Classified

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

Insufficient cash flow to service debt.

Minimal or no payments being received.

Limited options available to avoid the collection process.

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

  1. DOUBTFUL – Workout

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

Normal operations are severely diminished or have ceased.

Seriously impaired cash flow.

Original repayment terms materially altered.

Secondary source of repayment is inadequate.

Survivability as a “going concern” is impossible.

Collection process has begun.

Bankruptcy petition has been filed.

Judgments have been filed.

Portion of the loan balance has been charged-off.

  1. LOSS – Charge-off

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

Liquidation or reorganization under bankruptcy, with poor prospects of collection.

Fraudulently overstated assets and/or earnings.

Collateral has marginal or no value.

Debtor cannot be located.

Over 120 days delinquent.

Our primary credit quality indicator for residential real estate and consumer loans is the individual loan’s past due status. The following tables display residential real estate and consumer loans by payment status and year of origination as of:

March 31, 2024
20242023202220212020PriorRevolvingLoansRevolving Loans Converted to TermTotal
Residential real estate: Senior lien
Current$7,411$44,777$51,875$78,773$51,642$74,002$—$—$308,480
Past due 30-89 days—1218618972801,760——3,919
Past due 90 or more days—————————
Nonaccrual—46——30217——293
Total$7,411$44,944$52,736$79,670$51,952$75,979$—$—$312,692
Current year-to-date gross charge-offs$—$—$—$—$—$1$—$—$1
Residential real estate: Junior lien
Current$1,072$3,757$1,131$140$126$527$—$—$6,753
Past due 30-89 days———20————20
Past due 90 or more days—————————
Nonaccrual—————————
Total$1,072$3,757$1,131$160$126$527$—$—$6,773
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Residential real estate: Home equity lines of credit
Current$—$—$—$—$—$—$37,146$—$37,146
Past due 30-89 days——————47—47
Past due 90 or more days—————————
Nonaccrual—————————
Total$—$—$—$—$—$—$37,193$—$37,193
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Consumer: Secured - direct
Current$3,921$12,504$9,223$5,861$3,102$2,830$—$—$37,441
Past due 30-89 days1199—1214——55
Past due 90 or more days—————————
Nonaccrual—————————
Total$3,922$12,523$9,232$5,861$3,114$2,844$—$—$37,496
Current year-to-date gross charge-offs$—$62$—$—$—$—$—$—$62
Consumer: Secured - indirect
Current$2,151$28,849$10,271$6,407$5,026$4,565$—$—$57,269
Past due 30-89 days—78——409——127
Past due 90 or more days—————————
Nonaccrual—————————
Total$2,151$28,927$10,271$6,407$5,066$4,574$—$—$57,396
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
March 31, 2024
20242023202220212020PriorRevolvingLoansRevolving Loans Converted to TermTotal
Consumer: Unsecured
Current$442$1,260$572$91$59$4$738$—$3,166
Past due 30-89 days——5—————5
Past due 90 or more days—————————
Nonaccrual—————————
Total$442$1,260$577$91$59$4$738$—$3,171
Current year-to-date gross charge-offs$107$7$14$—$—$—$—$—$128
December 31, 2023
20232022202120202019PriorRevolvingLoansRevolving Loans Converted to TermTotal
Residential real estate: Senior lien
Current$45,878$52,989$80,122$52,648$23,356$54,556$—$—$309,549
Past due 30-89 days—7847141234781,438——3,537
Past due 90 or more days—————87——87
Nonaccrual48——31—207——286
Total$45,926$53,773$80,836$52,802$23,834$56,288$—$—$313,459
Current year-to-date gross charge-offs$—$—$—$—$—$—$2$—$2
Residential real estate: Junior lien
Current$3,706$1,325$168$134$167$445$—$—$5,945
Past due 30-89 days—————————
Past due 90 or more days—————————
Nonaccrual—————————
Total$3,706$1,325$168$134$167$445$—$—$5,945
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Residential real estate: Home equity lines of credit
Current$—$—$—$—$—$—$37,014$—$37,014
Past due 30-89 days—————————
Past due 90 or more days—————————
Nonaccrual—————————
Total$—$—$—$—$—$—$37,014$—$37,014
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Consumer: Secured - direct
Current$14,813$10,037$6,468$3,473$1,682$1,472$—$—$37,945
Past due 30-89 days———3————3
Past due 90 or more days—————————
Nonaccrual—————————
Total$14,813$10,037$6,468$3,476$1,682$1,472$—$—$37,948
Current year-to-date gross charge-offs$—$—$5$—$—$—$—$—$5
December 31, 2023
20232022202120202019PriorRevolvingLoansRevolving Loans Converted to TermTotal
Consumer: Secured - indirect
Current$30,900$10,977$6,887$5,376$2,030$2,973$—$—$59,143
Past due 30-89 days123——30325——181
Past due 90 or more days—————————
Nonaccrual—————————
Total$31,023$10,977$6,887$5,406$2,033$2,998$—$—$59,324
Current year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Consumer: Unsecured
Current$1,576$740$144$86$7$—$694$—$3,247
Past due 30-89 days—9——————9
Past due 90 or more days—————————
Nonaccrual—————————
Total$1,576$749$144$86$7$—$694$—$3,256
Current year-to-date gross charge-offs$91$—$3$—$—$—$—$—$94

Loan Modifications

A loan modification includes terms outside of normal lending practices to a borrower experiencing financial difficulty.

Typical modifications granted include, but are not limited to:

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

Extending the maturity date or amortization period beyond typical lending guidelines for loans with similar risk characteristics.

Agreeing to an interest-only payment structure, delaying principal payments, or delaying payments.

Forgiving principal.

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

The borrower is currently in default on any debt.

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

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

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

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

The following is a summary of the amortized cost basis of loan modifications granted to borrowers experiencing financial difficulty for the:

Three Months Ended March 31, 2024
Other-Than-Insignificant Payment DelayTerm Extension
Amortized Cost Basis% of Total Class of Financial ReceivableAmortized Cost Basis% of Total Class of Financial Receivable
Commercial and industrial
Secured$——%$130.01%
Commercial real estate
Commercial mortgage owner occupied8230.46%——%
Consumer
Secured - indirect——%2—%
Total$823$15
Three Months Ended March 31, 2023
Term Extension
Amortized Cost Basis% of Total Class of Financial Receivable
Agricultural
Agricultural mortgage$2320.33%
Agricultural other340.14%
Residential real estate
Senior lien5—%
Total$271

We do not modify any loans by forgiving principal or accrued interest. We had committed to advance $0 in additional funds to be disbursed in connection with modified loans at March 31, 2024 and 2023, as displayed in the tables above.

The following is a summary of the financial effect of the modifications granted to borrowers experiencing financial difficulty for the:

Three Months Ended March 31
20242023
Payment Delay TermWeighted-Average Term Extension (Years)Weighted-Average Term Extension (Years)
Commercial and industrial
SecuredN/A3 yearsN/A
Commercial real estate
Commercial mortgage owner occupied7 monthsN/AN/A
Agricultural
Agricultural mortgageN/AN/A1 year
Agricultural otherN/AN/A1 year
Residential real estate
Senior lienN/AN/A2.6 years
Consumer
Secured - indirectN/A1.3 yearsN/A

We closely monitor the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of our modification efforts. The following tables summarize the performance of such loans that were modified during the three-month periods ended March 31, 2024 and 2023:

March 31, 2024
Past Due:
30-59 Days60-89 Days90 Days or MoreTotal Past Due
Commercial and industrial
Secured$—$—$—$—
Commercial real estate
Commercial mortgage owner occupied————
Consumer
Secured - indirect————
Total$—$—$—$—
March 31, 2023
Past Due:
30-59 Days60-89 Days90 Days or MoreTotal Past Due
Agricultural
Agricultural mortgage$—$—$—$—
Agricultural other————
Residential real estate
Senior lien————
Total$—$—$—$—

We hadno loans that defaulted in the three-month periods ended March 31, 2024 and 2023 which were modified within 12 months prior to the default date.

ACL - Loans

The credit quality of our loan portfolio is continuously monitored and is reflected within the ACL for loans. The ACL is an estimate of expected losses inherent within our loan portfolio. The ACL is adjusted by a credit loss expense, which is reported in earnings, and reduced by the charge-off of loan amounts, net of recoveries.

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

The primary factors behind the determination of the level of the ACL are specific allocations for loans individually evaluated, historical loss percentages, delinquency status, and other credit trends and risk characteristics, including current conditions and reasonable and supportable forecasts about the future. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. In future periods evaluations of the overall loan portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance and credit loss expense in those future periods.

The methodology for estimating the amount of expected credit losses reported in the ACL has two basic components: a component of individual loans that do not share risk characteristics with other loans; and a pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics.

For a loan that does not share risk characteristics with other loans, an individual analysis is performed to measure an allowance. Loans in nonaccrual status are individually evaluated for specific allocation of the allowance using the fair value of collateral, less costs to sell if foreclosure is probable, or the discounted cash flow method. We do not recognize interest income on loans in nonaccrual status. For loans not classified as nonaccrual, interest income is recognized daily, as earned, according to the terms of the loan agreement and the principal amount outstanding.

In determining the allowance for credit losses, we derive an estimated credit loss assumption from a model that categorizes loan pools based on loan type and credit risk ratings or delinquency bucket. This model calculates an expected loss percentage for each loan class by considering the probability of default, based on the migration of loans from performing to loss by credit risk ratings or delinquency buckets using life-of-loan analysis, and the historical severity of loss, based on the aggregate net lifetime losses incurred per loan class.

The default and severity factors used to calculate the allowance for credit losses for loans that share similar risk characteristics with other loans are adjusted for differences between the historical period used to calculate historical default and loss severity rates and expected conditions over the remaining lives of the loans in the portfolio. These qualitative factors are used to adjust the historical probabilities of default and severity of loss so that they reflect management's expectation of future conditions based on a reasonable and supportable forecast. To the extent the lives of the loans in the portfolio extend beyond the period for which a reasonable and supportable forecast can be made, the model reverts back to the historical rates of default and severity of loss. Qualitative factors include:

Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, recovery practices not considered elsewhere in estimating credit losses;

Changes in the experience, ability, and depth of lending management and other relevant staff;

Changes in interest rates;

Changes in international, national, regional, and local economic factors (international, national, regional, and local);

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

Changes in the volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified or graded loans;

Lack of current financial information;

Competition, legal, and regulatory; and

Changes in the value of underlying collateral.

A summary of activity in the ACL by portfolio segment and the recorded investment in loans by segments follows for the:

Three Months Ended March 31, 2024
Commercial and IndustrialCommercial Real EstateAgriculturalResidential Real EstateConsumerTotal
January 1, 2024$968$5,878$270$4,336$1,656$13,108
Charge-offs———(1)(190)(191)
Recoveries2626471145
Credit loss expense29719(7)(91)110328
March 31, 2024$1,267$5,903$265$4,308$1,647$13,390
Three Months Ended March 31, 2023
Commercial and IndustrialCommercial Real EstateAgriculturalResidential Real EstateConsumerUnallocatedTotal
January 1, 2023$860$461$577$617$961$6,374$9,850
Impact of the adoption of ASC 326(58)5,532(247)3,535356(6,374)2,744
Charge-offs———(2)(99)—(101)
Recoveries—1042472—110
Credit loss expense1533(69)(61)119—37
March 31, 2023$817$6,036$265$4,113$1,409$—$12,640

The following table presents loans that were evaluated for expected credit losses on an individual basis and the related specific allocations, by loan segment as of:

March 31, 2024December 31, 2023
Loan BalanceSpecific AllocationLoan BalanceSpecific Allocation
Commercial and industrial$550$275$465$56
Commercial real estate2347423428
Agricultural167—181—
Residential real estate217—203—
Consumer————
Total$1,168$349$1,083$84

We have designated loans classified as collateral dependent for which we apply the practical expedient to measure the ACL based on the fair value of the collateral less cost to sell, when the repayment is expected to be provided substantially by the sale or operation of the collateral and the borrower is experiencing financial difficulty. The fair value of the collateral is based on appraisals, which may be adjusted due to their age, and the type, location, and condition of the property or area or general market conditions to reflect the expected change in value between the effective date of the appraisal and the measurement date. Appraisals are updated every one to two years depending on the type of loan and the total exposure of the borrower. Loans evaluated for expected credit losses on an individual basis include $1,168 in collateral dependent loans.

Note 4 –Borrowed Funds

Federal funds purchased and repurchase agreements

Securities sold under repurchase agreements without stated maturity dates, and federal funds purchased generally mature within one to four days from the transaction date.

We had no FRB Discount Window advances during the three-month periods ended March 31, 2024 and 2023. A summary of borrowed funds without stated maturity dates was as follows for the:

Three Months Ended March 31
20242023
Maximum Month End BalanceAverage BalanceWeighted Average Interest Rate During the PeriodMaximum Month End BalanceAverage BalanceWeighted Average Interest Rate During the Period
Securities sold under agreements to repurchase without stated maturity dates$43,250$40,6213.15%$54,236$39,7061.33%
Federal funds purchased$—$26.52%$—$35.27%

Securities sold under agreements to repurchase are classified as secured borrowings and are reflected at the amount of cash received in connection with the transaction. The securities underlying the agreements have a carrying value and a fair value of $67,088 and $67,764 at March 31, 2024 and December 31, 2023, respectively. Such securities remain under our control. We may be required to provide additional collateral based on the fair value of underlying securities.

Securities sold under repurchase agreements without stated maturity dates were as follows as of:

March 31, 2024December 31, 2023
AmountRateAmountRate
Securities sold under agreements to repurchase without stated maturity dates$42,9983.17%$46,8013.11%

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

March 312024December 312023
Pledged to secure borrowed funds$377,896$391,529
Pledged to secure repurchase agreements67,08867,764
Pledged for public deposits and for other purposes necessary or required by law93,45584,099
Total$538,439$543,392

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

March 312024December 312023
U.S. Treasury$55,504$55,623
Mortgage-backed securities9,0049,462
Collateralized mortgage obligations2,5802,679
Total$67,088$67,764

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

As of March 31, 2024, we had the ability to borrow up to an additional $374,707, without pledging additional collateral.

FHLB advances

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

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

March 31, 2024December 31, 2023
AmountRateAmountRate
Fixed rate due 2024$——%$40,0005.55%

Subordinated notes

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

The following table summarizes our outstanding notes as of:

March 31, 2024December 31, 2023
AmountRateAmountRate
Fixed rate at 3.25% to floating, due 2031$30,0003.25%$30,0003.25%
Unamortized issuance costs(643)(665)
Total subordinated debt, net$29,357$29,335

Note 5 –Computation of Earnings Per Common Share

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

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

Three Months Ended March 31
20242023
Average number of common shares outstanding for basic calculation7,493,3347,556,585
Average potential effect of common shares in the Directors Plan (1)—49,484
Average potential effect of common shares in the RSP14,40528,348
Average number of common shares outstanding used to calculate diluted earnings per common share7,507,7397,634,417
Net income$3,131$5,321
Earnings per common share
Basic$0.42$0.70
Diluted$0.42$0.70

(1)Exclusive of shares held in the Rabbi Trust

Note 6 –Restricted Stock Plan

Under the RSP, an equity-based bonus plan, we award restricted stock bonuses to eligible employees on an annual basis that are not fully transferable or vested until certain conditions are met. Currently, the eligible employees are the Bank's CEO and President. The RSP authorizes the issuance of unvested restricted stock to an eligible employee with a maximum award ranging from 30% to 40% of the employee’s annual salary, on a calendar year basis. The employee must also satisfy the annual performance targets and measures established by the Board of Directors. If these grant conditions are not satisfied, then the award of restricted shares will lapse or be adjusted appropriately, at the discretion of the Board of Directors. All such Grant Agreements contain vesting conditions and clawback provisions.

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

Three Months Ended March 31
20242023
Numberof SharesFairValueNumberof SharesFairValue
Balance, January 127,072$59227,072$592
Granted6,6861303,70591
Vested(16,240)(345)——
Forfeited————
Balance, March 3117,518$37730,777$683

Expenses related to the RSP awards during the three months ended March 31, 2024 and 2023 were $25 and $42. As of March 31, 2024, there was $202 of total remaining unrecognized compensation expense related to nonvested restricted stock awards granted under the RSP. The remaining expense is expected to be recognized over a weighted-average service period of 2.11 years.

Note 7 –Other Noninterest Expenses

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

Three Months Ended March 31
20242023
Audit, consulting, and legal fees$513$535
ATM and debit card fees469400
FDIC insurance premiums252228
Marketing costs244245
Memberships and subscriptions228240
Loan underwriting fees183215
Donations and community relations182184
Director fees176204
All other708756
Total other noninterest expenses$2,955$3,007

Note 8 –Federal Income Taxes

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

Three Months Ended March 31
20242023
Income taxes at statutory rate$765$1,345
Effect of nontaxable income
Interest income on tax exempt municipal securities(121)(148)
Earnings on corporate owned life insurance policies(51)(47)
Other(6)(7)
Total effect of nontaxable income(178)(202)
Effect of nondeductible expenses89
Effect of tax credits(84)(68)
Federal income tax expense$511$1,084

Note 9 –Accumulated Other Comprehensive Income

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

Three Months Ended March 31
20242023
UnrealizedGains(Losses) onAFSSecuritiesDefinedBenefitPension PlanTotalUnrealizedGains(Losses) onAFSSecuritiesDefinedBenefitPension PlanTotal
Balance, January 1$(25,199)$(697)$(25,896)$(35,828)$(1,366)$(37,194)
OCI before reclassifications(2,926)—(2,926)8,610—8,610
Amounts reclassified from AOCI———(1)—(1)
Subtotal(2,926)—(2,926)8,609—8,609
Tax effect632—632(1,729)—(1,729)
OCI, net of tax(2,294)—(2,294)6,880—6,880
Balance, March 31$(27,493)$(697)$(28,190)$(28,948)$(1,366)$(30,314)

Included in OCI for the three-month periods ended March 31, 2024 and 2023 are changes in unrealized gains and losses related to certain auction rate money market preferred stocks. These investments, for federal income tax purposes, have no deferred federal income taxes related to unrealized gains or losses given the nature of the investments.

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

Three Months Ended March 31
20242023
Auction Rate Money Market Preferred StocksAll Other AFS SecuritiesTotalAuction Rate Money Market Preferred StocksAll Other AFS SecuritiesTotal
Unrealized gains (losses) arising during the period$82$(3,008)$(2,926)$374$8,236$8,610
Reclassification adjustment for net (gains) losses included in net income————(1)(1)
Net unrealized gains (losses)82(3,008)(2,926)3748,2358,609
Tax effect—632632—(1,729)(1,729)
Unrealized gains (losses), net of tax$82$(2,376)$(2,294)$374$6,506$6,880

Note 10 –Fair Value

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

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

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

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

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

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

Loans: We do not record loans at fair value on a recurring basis. However, some loans are individually evaluated for ACL purposes, and a specific ACL may be established. To measure reserve, the fair value of the loan is estimated using the fair value of the collateral, less costs to sell if foreclosure is probable, or the present value of expected future cash flows discounted at the loan’s effective interest rate. Loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans.

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

The following tables list the quantitative information about loans measured at fair value on a nonrecurring basis as of:

March 31, 2024
Valuation TechniqueFair ValueUnobservable InputActual RangeWeighted Average
Collateral Dependent Loans - · Discount applied to collateral:
Discounted value$1,168Real Estate20%20%
Equipment25% - 35%31%
Accounts receivable50%50%
December 31, 2023
Valuation TechniqueFair ValueUnobservable InputActual RangeWeighted Average
Collateral Dependent Loans - · Discount applied to collateral:
Discounted value$1,083Real Estate20%20%
Equipment25% - 35%33%
Accounts receivable25%25%

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

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

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

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

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

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

March 31, 2024
CarryingValueEstimatedFair ValueLevel 1Level 2Level 3
ASSETS
Cash and cash equivalents$25,218$25,218$25,218$—$—
Mortgage loans AFS366371—371—
Gross loans1,365,5081,303,850——1,303,850
Less allowance for credit losses13,39013,390——13,390
Net loans1,352,1181,290,460——1,290,460
Accrued interest receivable8,6458,6458,645——
Equity securities without readily determinable fair values (1)15,848N/A———
OMSR2,3853,104—3,104—
LIABILITIES
Deposits without stated maturities1,402,1641,402,1641,402,164——
Deposits with stated maturities366,143361,532—361,532—
Federal funds purchased and repurchase agreements42,99842,914—42,914—
Subordinated debt, net of unamortized issuance costs29,35726,410—26,410—
Accrued interest payable941941941——
December 31, 2023
CarryingValueEstimatedFair ValueLevel 1Level 2Level 3
ASSETS
Cash and cash equivalents$33,672$33,672$33,672$—$—
Mortgage loans AFS—————
Gross loans1,349,4631,292,458——1,292,458
Less allowance for credit losses13,10813,108——13,108
Net loans1,336,3551,279,350——1,279,350
Accrued interest receivable8,1678,1678,167——
Equity securities without readily determinable fair values (1)15,848N/A———
OMSR2,4223,164—3,164—
LIABILITIES
Deposits without stated maturities1,377,3211,377,3211,377,321——
Deposits with stated maturities346,374341,489—341,489—
Federal funds purchased and repurchase agreements46,80146,704—46,704—
FHLB advances40,00040,000—40,000—
Subordinated debt, net of unamortized issuance costs29,33526,146—26,146—
Accrued interest payable890890890——

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

Financial Instruments Recorded at Fair Value

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

March 31, 2024 · December 31, 2023
Total · Level 1 · Level 2 · Level 3 · Total · Level 1 · Level 2 · Level 3
Recurring items
AFS securities
U.S. Treasury$214,226$—$214,226$—$214,801$—$214,801$—
States and political subdivisions90,470—90,470—92,876—92,876—
Auction rate money market preferred3,013—3,013—2,931—2,931—
Mortgage-backed securities31,044—31,044—32,815—32,815—
Collateralized mortgage obligations171,831—171,831—177,775—177,775—
Corporate7,001—7,001—6,950—6,950—
Total AFS securities517,585—517,585—528,148—528,148—
Nonrecurring items
Collateral dependent (net of ACL)1,168——1,1681,083——1,083
Total$518,753$—$517,585$1,168$529,231$—$528,148$1,083
Percent of assets and liabilities measured at fair value—%99.77%0.23%0.00%99.80%0.20%

We had no assets or liabilities recorded at fair value with changes in fair value recognized through earnings, on a recurring basis or nonrecurring basis, as of March 31, 2024. Further, we had no unrealized gains and losses included in OCI for recurring Level 3 fair value measurements held at the end of the reporting period.

Note 11 –Operating Segments

Our reportable segments are based on legal entities that account for at least 10% of net operating results. The Bank as of March 31, 2024 and December 31, 2023 and for the three-month periods ended March 31, 2024 and 2023, represents approximately 90% or more of our consolidated total assets and operating results. As such, no additional segment reporting is presented.

Note 12 –Parent Company Only Financial Information

Interim Condensed Balance Sheets

March 312024December 312023
ASSETS
Cash on deposit at the Bank$27,902$25,010
Investments in subsidiaries153,127157,671
Premises and equipment1,1821,196
Other assets48,17547,949
TOTAL ASSETS$230,386$231,826
LIABILITIES AND SHAREHOLDERS’ EQUITY
Subordinated debt, net of unamortized issuance costs$29,357$29,335
Other liabilities35589
Shareholders' equity200,674202,402
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$230,386$231,826

Interim Condensed Statements of Income

Three Months Ended March 31
20242023
Income
Dividends from subsidiaries$6,000$5,000
Interest income10822
Other income33
Total income6,1115,025
Expenses
Interest expense266266
Management fee297238
Audit, consulting, and legal fees142119
Director fees94111
Other9691
Total expenses895825
Income before income tax benefit and equity in undistributed earnings of subsidiaries5,2164,200
Federal income tax benefit165168
Income before equity in undistributed earnings of subsidiaries5,3814,368
Undistributed earnings of subsidiaries(2,250)953
Net income$3,131$5,321

Interim Condensed Statements of Cash Flows

Three Months Ended March 31
20242023
Operating activities
Net income$3,131$5,321
Adjustments to reconcile net income to cash provided by operations
Undistributed earnings of subsidiaries2,250(953)
Share-based payment awards under the Directors Plan218346
Share-based payment awards under the RSP2542
Amortization of subordinated debt issuance costs2222
Depreciation1413
Changes in operating assets and liabilities which provided (used) cash
Other assets(226)(135)
Other liabilities26650
Net cash provided by (used in) operating activities5,7004,706
Investing activities - none
Financing activities
Cash dividends paid on common stock(2,095)(2,066)
Proceeds from the issuance of common stock447462
Common stock repurchased(740)(937)
Common stock purchased for deferred compensation obligations(420)(508)
Net cash provided by (used in) financing activities(2,808)(3,049)
Increase (decrease) in cash and cash equivalents2,8921,657
Cash and cash equivalents at beginning of period25,0108,525
Cash and cash equivalents at end of period$27,902$10,182
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.