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BV Financial, Inc.

For the period ended Dec 31, 2024. Filed Mar 27, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 27, 2025

BVFL$21.92+1.6%Stored close · as of Nov 9, 2026

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Contents

Notes to Consolidated Financial Statements

Note 1 – Summary Of Sign ificant Accounting Policies

Business

BV Financial, Inc. (“BV Financial,” the “Company” or “we”) was organized as a federal corporation and savings and loan holding company in January 2005 as part of the mutual holding company reorganization of Bay-Vanguard Federal Savings Bank. In February 2019, the Company became a Maryland-chartered corporation and a bank holding company.

Prior to consummation of its mutual to stock conversion in July 2023, BayVanguard, M.H.C., Inc. (the “MHC”) was the Maryland-chartered mutual holding company of the Company. The MHC’s only business was the ownership of 86.3% of the outstanding common stock of the Company. On July 31, 2023, the MHC reorganized from the two-tier mutual holding company structure to the fully-public stock holding company structure (the “Conversion”)at which point, the MHC ceased to exist. As part of the Conversion, the Company sold 9,798,980 shares of its common stock at a price of $10.00 per share. Each outstanding share of Company common stock owned by the existing public stockholders of the Company were converted into new shares of Company common stock based on an exchange ratio of 1.5309-to-1. The Company had 11,375,803 shares of Company common stock outstanding following the Conversion.

The Company is a registered bank holding company subject to comprehensive regulation and examination by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”).

The Company conducts its operations primarily through its wholly owned subsidiary, the BayVanguard Bank (the "Bank"), a Maryland-chartered commercial bank. BayVanguard Bank is headquartered in Baltimore, Maryland and is a community-oriented financial institution offering traditional financial services to its local communities. The Bank is engaged primarily in the business of attracting deposits from the general public and using such funds to originate one-to-four family real estate, construction, multi-family, commercial real estate, farm, marine loans, commercial and consumer loans.

The Bank's deposits are insured up to the applicable legal limits by the Federal Deposit Insurance Corporation's Deposit Insurance Fund. BayVanguard Bank is a member of the Federal Home Loan Bank System.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, the Bank and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Basis of Financial Statement Presentation and Significant Estimates

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for credit losses, goodwill and intangible asset impairment, and the valuation of deferred tax assets.

Significant Group Concentrations of Credit Risk

Most of the Company's activities are with customers located within the Baltimore metropolitan area and the Eastern Shore of Maryland. The Company does not have any significant concentrations to any one industry or customer.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, amounts due from banks, cash items in the process of clearing, and interest-bearing deposits with banks with original maturities of less than 90 days.

Securities

The Company classifies investment securities as held to maturity ("HTM") or available for sale ("AFS"). Debt securities that the Company has the positive intent and ability to hold to maturity are classified as held to maturity and are reported at amortized cost (including amortization of premiums or accretion of discounts). Net unrealized gains and losses for debt securities classified as available for sale are recognized as increases or decreases in other comprehensive income or loss, net of taxes, and excluded from the determination of net income.

Equity securities are reported at fair value with unrealized gains and losses included in net gains/losses in noninterest income.

Realized gains and losses on sales of securities are determined using the specific identification method and are included in earnings. Premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Premiums and discounts on callable debt securities are amortized through the earliest call date.

When the fair value of an AFS debt security has declined below its amortized cost basis, the Company is required to assess whether the decline is from a credit loss or other factor. For securities that are not guaranteed by the federal government, an analysis is performed on the individual security using the latest available information to determine if the decline in fair value is attributable to a credit loss. If such determination is made, the Company would record an allowance for credit loss for the debt instrument. As of December 31, 2024, we have recognizedno credit losses on AFS securities.

For HTM debt securities, an allowance will be recognized when lifetime credit losses are expected, in an amount that reflects the expected contractual credit losses, even when the risk of such loss is remote. Any security, either explicitly or implicitly guaranteed by the U.S. Government is excluded from this analysis. This includes U.S. Treasury securities, securities issued by agencies of the U.S. Government and mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac.

The allowance for credit losses ("ACL") for HTM securities is computed using bond global default rates tracked by S&P with a loss given default of 45%. Accrued interest receivable on the HTM debt securities excluded from this analysis totaled $42,000 at December 31, 2024.

Federal Home Loan Bank Stock

Federal law requires a member institution of the Federal Home Loan Bank System to hold stock of its district Federal Home Loan Bank (the “FHLB") in an amount determined by both asset size and borrowings from the FHLB. Purchases and sales of stock are made directly with the FHLB at par value.

The Bank held approximately $1.4 million and $626,000 of FHLB restricted stock at December 31, 2024 and December 31, 2023, respectively.

The restricted stock is carried at cost. Management evaluates whether this investment is impaired based on its assessment of the ultimate recoverability of the investment rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of the investment is influenced by criteria such as (1) the significance of the decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and the length of time this situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the FHLB.

Loans Receivable

Loans receivable are stated at unpaid principal balances, adjusted for premiums and discounts on loans purchased, the undisbursed portion of loans in process, net deferred loan origination fees and costs, fair value adjustments on loans acquired in a merger, and the allowance for credit losses. Interest income is accrued on the unpaid principal balance. Loan origination fees and costs are deferred and recognized as an adjustment to the yield of the related loans. The Company is amortizing these amounts over the contractual life of the loan using the interest method. For purchased loans, the related premium or discount is recognized over the contractual life of the purchased loan and is included as part of interest income. The accrual of interest is generally discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan is currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on non-accrual status, unpaid interest credited to income is reversed. Interest received on non-accrual loans generally is either applied against principal or reported as interest income, according to management's judgment as to the collectability of principal. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

Allowance for Credit Losses - Loans

The Allowance for Credit Losses (the "ACL") is an estimate of the expected credit losses for loans held for investment and for off-balance sheet exposures. ASC 326, "Financial Instruments-Credit Losses," requires an immediate recognition of the credit loss expected to occur over the lifetime of a financial asset whether originated or purchased. Charge-offs are recorded to the ACL when management believes the loan is uncollectible. Subsequent recoveries, if any, are credited to the ACL. Management believes the ACL is maintained in accordance with U.S. generally accepted accounting principles ("GAAP") and is in compliance with appropriate regulatory guidelines.

The ACL includes quantitative estimates of losses for collectively and individually evaluated loans. The quantitative estimate for collectively evaluated loans (other than investor commercial real estate loans) is determined using the average charge-off method that utilizes historical losses for all Maryland banks with assets less than $1 billion beginning in March 2000. The loss history is updated through the most recent quarter-end prior to the reporting period. The investor commercial real estate portfolio utilizes the national loss history for banks with assets less than $1 billion over the same time period. Investor CRE loans are made nationwide, therefore, management deems it appropriate to utilize national loss rates when evaluating this portfolio. Adjustments are made to the historical loss factors under each scenario for economic conditions, portfolio concentrations, collateral values, the level and trend of delinquent and problem loans and internal changes in staffing, loan policies and monitoring of the portfolio. Loans are selected for individual evaluation primarily based on their payment status and whether the loan has been placed on non-accrual status. Loans on non-accrual status include all loans greater than 90 days delinquent and other loans with identified weaknesses. The ACL is measured on a collective basis when similar risk factors exist as determined by internal loan coding and assignment to a portfolio segment.

The Company utilizes reasonable and supportable forecasts of future economic conditions when estimating the ACL on loans. The model's calculation also uses an adjustment for a 12-month forecast period utilizing the most recent 12-month economic forecast from the Board of Governors of the Federal Reserve System for national gross domestic product ("GDP"). The model compares the average history of loss rates described above to the forecasted GDP to determine the value of the forward looking adjustment.

The establishment of the ACL is significantly affected by management's judgment and by economic and other uncertainties, and there is a likelihood that different amounts would be reported under different conditions or assumptions. The Federal Deposit Insurance Corporation (the "FDIC") and the Maryland Office of the Commissioner of Financial Regulation, as an integral part of their examination process, periodically review the ACL for reasonableness and, as a result of such reviews, we may be required to increase our ACL or recognize loan charge-offs.

The calculation of ACL excludes accrued interest receivable balances because these balances are reversed in a timely manner against previously recognized interest income when a loan is placed on non-accrual status.

Loan Commitments and Allowance for Credit Losses on Off-Balance Sheet Credit Exposure

The Company's off-balance sheet credit instruments primarily consist of unfunded commitments on existing loans. In the ordinary course of business, the Company has entered into commitments to extend credit. Such financial instruments are recorded on the balance sheet when they are funded. The Company records a reserve for unfunded commitments on off-balance sheet credit exposures through a charge to the provision for credit loss expense. The reserve is estimated by loan segment at each measurement date under the expected credit loss model using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur, and is included in other liabilities on the Company's consolidated balance sheets.

Mortgage Loans Held for sale

Mortgages originated for sale are carried at the lower of aggregate cost or fair value of each outstanding loan. Sales of loans are recorded when the proceeds are received. Any gain or loss is recorded in noninterest income. There wereno mortgage loans held for sale as of December 31, 2024 or 2023.

The Company occasionally sells its mortgage loans on a best effort basis to third-party investors on a servicing released basis. Upon sale and delivery, loans are legally isolated from the Company and the Company has no ability to restrict or constrain the ability of third-party investors to pledge or exchange the mortgage loans. The Company does not have the entitlement or ability to repurchase the mortgage loans or unilaterally cause third party investors to put the mortgage loans back to the Company.

Other Real estate Owned

Other real estate owned and repossessed assets are composed of property acquired through a foreclosure proceeding or acceptance of a deed in lieu of foreclosure. If the fair value of the asset, net of estimated selling costs, is less than the related loan balance at the time of acquisition, a charge against the allowance for credit losses is recorded. After foreclosure, valuations are periodically performed by management and the assets are carried at the lower of cost or fair value less estimated costs to sell. Revenues and expenses from operations and changes in the valuation allowance are included in noninterest income and expenses.

Premises and Equipment

Land is stated at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed based on the straight-line method over the estimated useful lives of the respective assets. Expenditures for improvements are capitalized while costs for maintenance and repairs are expensed as incurred.

Leases

The Company determines if an arrangement is a lease at inception. All of the Company’s leases are currently classified as operating leases and are included in other assets and other liabilities on the Company’s Consolidated Balance Sheets. Periodic operating lease costs are recorded in occupancy expenses of premises on the Company's Consolidated Statements of Income.

Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease arrangements. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of the expected future lease payments over the remaining lease term. In determining the present value of future lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date. The operating ROU assets are adjusted for any lease payments made at or before the lease commencement date, initial direct costs, any lease incentives received and, for acquired leases, any favorable or unfavorable fair value adjustments. The present value of the lease liability may include the impact of options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options provided in the lease terms. Lease expense is recognized on a straight-line basis over the expected lease term. Lease agreements that include lease and non-lease components, such as common area maintenance charges, are accounted for separately.

Investment in Life Insurance

Investment in life insurance is reflected at the net cash surrender value to the Company.

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Goodwill is evaluated for impairment at least annually. Any impairment of goodwill would be recorded against income in the period of impairment.

Intangible Assets

Intangible assets, consisting of core deposit intangibles, represent purchased assets that also lack physical substance but can be distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold or exchanged on its own or in combination with a related contract, asset or liability. Core deposit intangibles are amortized on an accelerated basis over an estimated useful life. Core deposit intangibles are evaluated annually for impairment. Any impairment of intangible assets would be recorded against income in the period of impairment.

Deferred Income Taxes

Deferred income taxes are recognized for temporary differences between the financial reporting basis and income tax basis of assets and liabilities based on enacted tax rates expected to be in effect when such amounts are realized or settled. Deferred tax assets are recognized only to the extent that it is more likely than not that such amounts will be realized based on consideration of available evidence.

Statements of Cash Flows

Cash and cash equivalents in the statements of cash flows include cash, federal funds sold and interest bearing deposits in other banks. Federal funds are generally purchased and sold for one-day periods.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when: (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Off-Balance Sheet Financial Instruments

In the ordinary course of business, the Company has entered into commitments to extend credit. Such financial instruments are recorded in the balance sheet when they are funded.

Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the appropriate period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding as adjusted for the dilutive effect of stock options based on the treasury stock method. ESOP shares are considered outstanding for basic and diluted EPS when the shares are committed to be released. As of December 31, 2024 and December 31, 2023, the Company had 933,033 and 55,648 shares, resp ectively of unexercised stock options. Options with an exercise price greater than the average market price of the common shares are excluded from the calculation as their effect would be anti-dilutive. As of December 31, 2024 and 2023, the Company had 31,379 and 38,295 dilutive shares, respectively. The Company had 79,024 anti-dilutive shares at December 31, 2024 andno anti-dilutive shares at December 31, 2023.

Basic earnings per common share represent income available to common shareholders, divided by the weighted average number of common shares outstanding during the period. As a result of the second step conversion, outstanding shares prior to July 31, 2023 have been adjusted to reflect the 1.5309 exchange ratio. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued. Potential common shares that may have been issued by the Company related to outstanding unvested restricted stock unit and performance stock unit awards were determined using the treasury stock method and included in the calculation of dilutive common stock equivalents.

As of the years ended December 31, 2024, and 2023, there wereno unvested restricted stock or performance stock unit awards which were excluded from the calculation as their effect would be anti-dilutive. Basic and diluted earnings per share have been computed based on weighted-average common and common equivalent shares outstanding as follows:

December 31, 2024December 31, 2023
BasicDilutedBasicDiluted
(dollars in thousands, except per share data)
Net income$11,723$11,723$13,707$13,707
Weighted average common shares outstanding10,67910,6799,3039,303
Dilutive securities stock options—31—38
Adjusted weighted average shares outstanding10,67910,7109,3039,341
Earnings per share amount$1.10$1.09$1.47$1.47

Stock Based Compensation

The Company accounts for stock-based compensation under the fair value method of accounting. For stock options, the Company uses a Black-Scholes valuation model to measure stock-based compensation expense at the date of grant. Compensation expense related to stock-based awards is recognized over the period during which an individual is required to provide service in exchange for such award.

Revenue Recognition

Management is required by accounting pronouncements governing the recognition of revenue which require an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

The Company records revenue from contracts with customers in accordance with ASC Topic 606, “Revenue from Contracts with Customers”. Under Topic 606, the Company must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the Company satisfies a performance obligation.

The Company’s primary sources of revenue are derived from interest and dividends earned on loans, investment securities, and other financial instruments that are not within the scope of Topic 606. The Company evaluated the nature of its contracts with customers and determined that further disaggregation of revenue from contracts with customers into more granular categories beyond what is presented in the Consolidated Statements of Income was not necessary. The Company generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices are typically fixed; charged either on a periodic basis or based on activity.

Recent Accounting Pronouncements

ASU 2023-07, “Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures.” The amendments in ASU 2023-07 are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. This ASU requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), an amount for other segment items by reportable segment and a description of its composition, all annual disclosures required by FASB ASU Topic 280 in interim periods as well, and the title and position of the CODM and how the CODM uses the reported measures. Additionally, this ASU requires that at least one of the reported segment profit and loss measures should be the measure that is most consistent with the measurement principles used in an entity’s consolidated financial statements. Lastly, this ASU requires public business entities with a single reportable segment to provide all disclosures required by these amendments in this ASU and all existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted the standard effective for the year ended December 31, 2024. The adoption didnot result in a material impact on the Company's Consolidated Financial Statements and the amendments have been applied retrospectively. The changes to the financial statement disclosures have been reflected in this filing, specifically Note 15.

Pending Accounting Pronouncements applicable to the Company

ASU 2023-09, “Income Taxes (Topic 740), Improvement to Income Tax Disclosures.” The amendments in ASU 2023-09 require an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, which is greater than five percent of the amount computed by multiplying pretax income by the entity’s applicable statutory rate, on an annual basis. Additionally, the amendments in this ASU require an entity to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions that are equal to or greater than five percent of total income taxes paid (net of refunds received). Lastly, the amendments in this ASU require an entity to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. This ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis; however, retrospective application is permitted. The adoption of ASU 2023-09 is not expected to have a material impact on the Company's Consolidated Financial Statements.

In November 2024, the FASB issued 2024-03, "Income Statement - Reporting Comprehensive Income - Expense

Disaggregation Disclosures (Subtopic 220-40)". The purpose of this amendment is to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales and research and development). The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact these changes may have on our consolidated financial statements.

Subsequent Events

The Company has evaluated events and transactions occurring subsequent to the balance sheet date of December 31, 2024 for items that should potentially be recognized or disclosed in these consolidated financial statements. This evaluation was conducted through March 13, 2025, the date these financial statements were available to be issued.

Note 2 – Securities

Securities available for sale at December 31, 2024 and December 31, 2023 consisted of the following:

(dollars in thousands)Amortized costGross unrealized gainsGross unrealized lossesFair value
Available for sale
Agencies$528$—$6$522
Corporate securities1,727—1921,535
Mortgage-backed securities22,95062,06220,894
Treasuries14,28919—14,308
Total$39,494$25$2,260$37,259
(dollars in thousands)Amortized costGross unrealized gainsGross unrealized lossesFair value
Available for sale
Agencies$4,728$—$5$4,723
Corporate securities1,722—3041,418
Mortgage-backed securities31,03252,39728,640
Total$37,482$5$2,706$34,781

The Company had pledged securities with an amortized cost of $33.6 million and a fair value of $31.2 million at December 31, 2024 to secure deposits from municipalities. At December 31, 2023, the Company had pledged securities with an amortized cost of $41.4 million and a fair value of $38.6 million to secure deposits from municipalities.

Securities held to maturity at December 31, 2024 and December 31, 2023 consisted of the following:

Gross · Gross
AmortizedUnrealizedUnrealizedFair
(dollars in thousands)CostGainsLossesValue
Held to maturity
Corporate securities (1)$3,196$—$336$2,860
Mortgage-backed securities2,78324742,311
Total$5,979$2$810$5,171
Gross · Gross
AmortizedUnrealizedUnrealizedFair
(dollars in thousands)CostGainsLossesValue
Held to maturity
Agencies$4,003$—$22$3,981
Corporate securities(1)3,194—5702,624
Mortgage-backed securities3,01234142,601
Total$10,209$3$1,006$9,206

(1) Amount is net of CECL credit reserve of $4,000 at December 31, 2024 and $6,000 at December 31, 2023.

Note 2 – Securities (Continued)

The amortized cost and fair value of securities as of December 31, 2024 and December 31, 2023, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because the securities may be called or prepaid with or without prepayment penalties.

Available for saleHeld to maturity
AmortizedFairAmortizedFair
(dollars in thousands)costvaluecostvalue
Maturing
Due under one year$26,340$26,272$166$167
Due after one year through five years1431393,3252,982
Due after five years through ten years1,7891,555356334
Due after ten years11,2229,2932,1321,692
Total$39,494$37,259$5,979$5,175
Available for saleHeld to maturity
AmortizedFairAmortizedFair
(dollars in thousands)costvaluecostvalue
Maturing
Due under one year$8,156$8,053$4,003$3,981
Due after one year through five years4,6054,4782524
Due after five years through ten years7,7887,3503,7453,138
Due after ten years16,93314,9002,4362,063
Total$37,482$34,781$10,209$9,206

All mortgage-backed securities are guaranteed by Freddie Mac, Fannie Mae or Ginnie Mae.

Note 2 – Securities (Continued)

Investment securities with unrealized losses for continuous periods of less than 12 months and 12 months or longer are as follows:

Less than 12 monthsOver 12 monthsTotal
UnrealizedFairUnrealizedFairUnrealizedFair
December 31, 2024lossesvaluelossesvaluelossesvalue
(dollars in thousands)
Available for sale
Agency securities$6$522$—$—$6$522
Corporate securities——1921,5351921,535
Mortgage-backed securities—2142,06218,4002,06218,614
Total$6$736$2,254$19,935$2,260$20,671
Held to maturity
Corporate securities$—$—$336$2,860$336$2,860
Mortgage-backed securities1314732,1624742,193
Total$1$31$809$5,022$810$5,053
Less than 12 monthsOver 12 monthsTotal
UnrealizedFairUnrealizedFairUnrealizedFair
December 31, 2023lossesvaluelossesvaluelossesvalue
(dollars in thousands)
Available for sale
Corporate securities$83$667$221$751$304$1,418
Agency securities$5$4,723$—$—$5$4,723
Mortgage-backed securities14782,39626,1522,39726,630
Total$89$5,868$2,617$26,903$2,706$32,771
Held to maturity
Corporate securities$—$—$570$2,624$570$2,624
Agency securities——223,981223,981
Mortgage-backed securities—144142,4824142,496
Total$—$14$1,006$9,087$1,006$9,101

The total number of securities with unrealized losses at December 31, 2024 and 2023 were 125 and 136, respectively.

Most of the securities with unrealized losses in the portfolio have modest duration risk, low credit risk, and minimal unrealized losses when compared to total amortized cost. The unrealized losses on debt securities that exist are the result of changes in interest rates since original purchase and are not related to credit concerns. Because the Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell these securities before recovery of their amortized cost bases, which may be at maturity for debt securities, the Company considers the unrealized losses to be temporary and therefore no impairment has been recorded during the respective periods of presentation.

We monitor the credit quality of HTM debt securities through both internal analysis performed on a quarterly basis and credit ratings when available. The following table reflects the credit ratings for the HTM debt securities at December 31, 2024.

(dollars in thousands)AAAA-BBB/BBB+BBB-Not RatedTotal
Corporate securities$—$500$1,248$700$748$3,196
Mortgage-backed securities2,783————2,783
$2,783$500$1,248$700$748$5,979

The following table provides a breakdown of our HTM debt securities by year of origination at December 31, 2024.

(dollars in thousands)Total20242023202220212020Prior
Corporate securities$3,196$—$—$750$2,446$—$—
Mortgage-backed securities issued by GSEs and Ginnie Mae2,783——1,807112—864
$5,979$—$—$2,557$2,558$—$864

The following table is a roll forward of our allowance for credit losses on HTM debt securities at December 31, 2024 and 2023.

(dollars in thousands)December 31, 2024December 31, 2023
Beginning Balance$6$—
Impact of adopting ASC 326—10
(Recovery) for credit losses(2)(4)
Ending Balance$4$6

Note 3 – Loans Receivable

Portfolio loans, net of deferred costs and fees, are summarized by type as follows at December 31, 2024 and December 31, 2023:

Period Ended
December 31, 2024 · December 31, 2023
(dollars in thousands) · Amount · Percent · Amount · Percent
Real estate
One to four family - owner occupied$141,86719.23%$130,02618.45%
One to four family - non owner occupied99,82413.53%108,09015.34%
Commercial owner occupied82,61411.20%102,51214.54%
Commercial investor328,68044.56%287,19440.76%
Construction and land30,5784.14%21,8653.10%
Farm loans11,3291.54%14,8772.11%
Total real estate loans694,89294.20%664,56494.30%
Marine and other consumer loans16,7722.27%18,2792.59%
Guaranteed by U.S. Government2,9020.39%3,7150.53%
Commercial23,1943.14%18,2442.58%
Total consumer and commercial42,8685.80%40,2385.70%
Total loans737,760100.0%704,802100.0%
Allowance for credit losses(8,522)(8,554)
Total loans, net of deferred costs and fees$729,238$696,248

Net deferred loan origination fees and costs were $2.2 million and $1.8 million at December 31, 2024 and 2023, respectively.

Residential lending repayment is generally dependent on economic and market conditions in the Company's lending area. Commercial real estate, commercial and construction loan repayments are generally dependent on the operations of the related properties or the financial condition of its borrower or guarantor. Accordingly, repayment of such loans can be more susceptible to adverse conditions in the real estate market and the regional economy.

In the normal course of banking business, risks related to specific loan categories are as follows:

Real Estate Loans – Real estate loans are typically made to consumers and businesses and are secured by real estate. Credit risk arises from the borrower’s continuing financial stability, which can be adversely impacted by the economy as well as borrower-specific occurrences. Also impacting credit risk would be a shortfall in the value of the real estate in relation to the outstanding loan balance in the event of a default or subsequent liquidation of the collateral.

Marine Loans – Marine loans are typically made to consumers and are secured by marine-based collateral. Credit risk is similar to real estate loans above as it is subject to the borrower’s continuing financial stability and the value of the collateral securing the loan. Marine loans may entail greater risk than residential mortgage loans, as they are collateralized by assets that depreciate rapidly. Repossessed collateral for a defaulted loan may not provide an adequate source of repayment for the outstanding loan and a small remaining deficiency often does not warrant further substantial collection efforts against the borrower.

Other Consumer – Other consumer loans include installment loans and personal lines of credit which may be secured or unsecured. Credit risk is similar to real estate loans above as it is subject to the borrower’s continuing financial stability and the value of the collateral securing the loan, if any. Consumer loans may entail greater risk than residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by assets that depreciate rapidly. Repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan and a small remaining deficiency often does not warrant further substantial collection efforts against the borrower.

Guaranteed by the U.S. Government – Loans guaranteed by the U.S. government do not present similar risks as reflected in the other categories mentioned herein. The primary differentiating factor is that an explicit guarantee is provided by the government therefore substantially mitigating any risk of loss given default in the event of credit deterioration. Guaranteed by the U.S. Government loans in the table above include $20 thousand and $25 thousand of Paycheck Protection Program ("PPP") loans at December 31, 2024 and 2023, respectively. The PPP loans are 100% guaranteed by the Small Business Administration (SBA). Due to the guarantee from the Federal government, there isno allowance for credit losses recorded for these loans.

Commercial – Commercial loans are secured or unsecured loans for business purposes. Loans are typically secured by accounts receivable, inventory, equipment and/or other assets of the business. Credit risk arises from the successful operation of the business which may be affected by competition, rising interest rates, regulatory changes and adverse conditions in the local and regional economy.

A summary of transactions in the allowance for credit losses-loans during the year ended December 31, 2024 follows:

Year EndedDecember 31, 2024
(dollars in thousands)Beginning BalanceCharge-offsRecoveriesProvisions (recovery)Ending Balance
Real estate
One to four family - owner occupied$1,728$—$115$15$1,858
One to four family - non owner occupied1,030(1)196(483)742
Commercial owner occupied563——(52)511
Commercial investor3,725——(133)3,592
Construction and land772—4164940
Farm loans179——(110)69
Total real estate loans7,997(1)315(599)7,712
Marine and other consumer loans403(3)1(2)399
Commercial154—3254411
Total consumer and commercial557(3)4252810
Total loans$8,554$(4)$319$(347)$8,522

The following table summarized the ACL activity for the year ended December 31, 2024.

(dollars in thousands)
Recovery of provision for credit losses - loans$(347)
Reduction in allowance for securities - HTM(2)
Provision in allowance for credit losses - unfunded commitments146
Provision for (recovery of) credit losses per the Consolidated Statement of Income$(203)

A summary of transactions in the allowance for credit losses-loans during the year ended December 31, 2023 follows:

Year EndedDecember 31, 2023
(dollars in thousands)Beginning BalanceImpact of ASC 326 AdoptionCharge-offsRecoveriesProvisions (recovery)Ending Balance
Real estate
One to four family - owner occupied$344$1,117$(2)$64$205$1,728
One to four family - non owner occupied562356—305(193)1,030
Commercial owner occupied36678(3)—122563
Commercial investor2,2721,506——(53)3,725
Construction and land93496—15429772
Farm loans17135——27179
Total real estate loans3,6543,688(5)5231377,997
Marine and other consumer loans68336(80)2653403
Commercial91208—3(148)154
Total consumer and commercial159544(80)29(95)557
Total loans$3,813$4,232$(85)$552$42$8,554

The following table presents the credit risk profile by risk grade by origination year as of December 31, 2024.

(dollars in thousands)Term Loans Amortized Cost Basis by Origination Year
Balance at December 31, 2024 · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Revolving · Total
One to four family - owner occupied
Pass$24,477$5,517$7,718$12,903$9,523$69,150$11,871$141,159
Special Mention————————
Substandard———338—370—708
Doubtful————————
Loss————————
Total One to four family - owner occupied$24,477$5,517$7,718$13,241$9,523$69,520$11,871$141,867
Current Period Gross Write-off$—$—$—$—$—$—$—$—
One to four family - non owner occupied
Pass$5,483$13,078$28,690$16,470$9,607$25,782$1$99,111
Special Mention————————
Substandard————232481—713
Doubtful————————
Loss————————
Total One to four family - non owner occupied$5,483$13,078$28,690$16,470$9,839$26,263$1$99,824
Current Period Gross Write-off$—$—$—$—$—$1$—$1
Commercial owner occupied
Pass$4,433$20,314$10,753$6,144$5,192$31,608$—$78,444
Special Mention————————
Substandard————2,2611,909—4,170
Doubtful————————
Loss————————
Total Commercial owner occupied$4,433$20,314$10,753$6,144$7,453$33,517$—$82,614
Current Period Gross Write-off$—$—$—$—$—$—$—$—
Commercial investor
Pass$41,332$65,585$99,623$71,681$15,340$34,347$—$327,908
Special Mention————————
Substandard—————772—772
Doubtful————————
Loss————————
Total Commercial investor$41,332$65,585$99,623$71,681$15,340$35,119$—$328,680
Current Period Gross Write-off$—$—$—$—$—$—$—$—
Construction and land
Pass$26,399$1,113$863$1,279$—$898$—$30,552
Special Mention————————
Substandard—————26—26
Doubtful————————
Loss————————
Total Construction and land$26,399$1,113$863$1,279$—$924$—$30,578
Current Period Gross Write-off$—$—$—$—$—$—$—$—
Farm loans
Pass$315$—$4,131$1,787$—$5,096$—$11,329
Special Mention————————
Substandard————————
Doubtful————————
Loss————————
Total Farm loans$315$—$4,131$1,787$—$5,096$—$11,329
Current Period Gross Write-off$—$—$—$—$—$—$—$—
Marine and other consumer loans
Pass$2,236$3,195$1,749$5,251$1,599$2,742$—$16,772
Special Mention————————
Substandard————————
Doubtful————————
Loss————————
Total Marine and other consumer loans$2,236$3,195$1,749$5,251$1,599$2,742$—$16,772
Current Period Gross Write-off$—$—$—$—$—$3$—$3
Guaranteed by U.S. Government
Pass$—$-$—$—$20$2,882$—$2,902
Special Mention————————
Substandard————————
Doubtful————————
Loss————————
Total Guaranteed by U.S. Government$—$—$—$—$20$2,882$—$2,902
Current Period Gross Write-off$—$—$—$—$—$—$—$—
Commercial
Pass$5,847$360$2,738$4,214$6,151$2,836$—$22,146
Special Mention————————
Substandard——380——668—1,048
Doubtful————————
Loss————————
Total Commercial$5,847$360$3,118$4,214$6,151$3,504$—$23,194
Current Period Gross Write-off$—$—$—$—$—$—$—$—
(dollars in thousands)Term Loans Amortized Cost Basis by Origination Year
Balance at December 31, 202420242023202220212020PriorRevolvingTotal
Total Loans
Pass$110,522$109,162$156,265$119,729$47,432$175,341$11,872$730,323
Special Mention————————
Substandard——3803382,4934,226—7,437
Doubtful————————
Loss————————
Total loans$110,522$109,162$156,645$120,067$49,925$179,567$11,872$737,760
(dollars in thousands)Term Loans Amortized Cost Basis by Origination Year
Balance at December 31, 202320232022202120202019PriorRevolvingTotal
One to four family - owner occupied
Pass$6,387$7,906$13,727$9,974$9,707$71,463$10,492$129,656
Special Mention————————
Substandard—————33139370
Doubtful————————
Loss————————
Total One to four family - owner occupied$6,387$7,906$13,727$9,974$9,707$71,794$10,531$130,026
Current Period Gross Write-Off$—$—$—$—$—$(2)$—$(2)
One to four family - non owner occupied
Pass$13,810$30,603$20,582$10,742$7,611$22,795$—$106,143
Special Mention————————
Substandard—————1,947—1,947
Doubtful————————
Loss————————
Total One to four family - non owner occupied$13,810$30,603$20,582$10,742$7,611$24,742$—$108,090
Current Period Gross Write-Off$—$—$—$—$—$—$—$—
Commercial owner occupied
Pass$20,967$16,071$16,642$5,998$5,071$31,536$—$96,285
Special Mention————————
Substandard———9431,5023,782—6,227
Doubtful————————
Loss————————
Total Commercial owner occupied$20,967$16,071$16,642$6,941$6,573$35,318$—$102,512
Current Period Gross Write-Off$—$—$—$—$—$(3)$—$(3)
Commercial investor
Pass$68,682$89,812$65,624$16,205$9,991$28,823$—$279,137
Special Mention————————
Substandard———6,907—1,150—8,057
Doubtful————————
Loss————————
Total Commercial investor$68,682$89,812$65,624$23,112$991$29,973$—$287,194
Current Period Gross Write-Off$—$—$—$—$—$—$—$—
Construction and land
Pass$6,901$9,650$2,271$650$—$704$—$20,176
Special Mention————————
Substandard———1,400—289—1,689
Doubtful————————
Loss————————
Total Construction and land$6,901$9,650$2,271$2,050$—$993$—$21,865
Current Period Gross Write-Off$—$—$—$—$—$—$—$—
Farm loans
Pass$—$4,141$2,281$261$2,641$5,553$—$14,877
Special Mention————————
Substandard————————
Doubtful————————
Loss————————
Total Farm loans$—$4,141$2,281$261$2,641$5,553$—$14,877
Current Period Gross Write-Off$—$—$—$—$—$—$—$—
Marine and other consumer loans
Pass$3,542$2,187$6,417$1,788$396$3,945$—$16,386
Special Mention————————
Substandard—————4——
Doubtful————————
Loss————————
Total Marine and other consumer loans$3,227$2,044$6,293$1,751$207$3,949$—$16,386
Current Period Gross Write-Off$—$—$—$—$—$(80)$—$(58)
Guaranteed by U.S. Government
Pass$—$—$—$26$417$3,272$—$3,715
Special Mention————————
Substandard————————
Doubtful————————
Loss————————
Total Guaranteed by U.S. Government$—$—$—$26$417$3,272$—$3,715
Current Period Gross Write-Off$—$—$—$—$—$—$—
Commercial
Pass$501$4,299$6,236$2,000$628$3,483$—$17,147
Special Mention—400—————400
Substandard—————697—697
Doubtful————————
Loss————————
Total Commercial$501$4,699$6,236$2,000$628$4,180$—$18,244
Current Period Gross Write-Off$—$—$—$—$—$—$—$—
(dollars in thousands)Term Loans Amortized Cost Basis by Origination Year
Balance at December 31, 202320232022202120202019PriorRevolvingTotal
Total Loans
Pass$120,790$164,669$133,780$47,644$36,462$171,574$10,492$685,411
Special Mention—400—————400
Substandard———9,2501,5028,2003918,991
Doubtful————————
Loss————————
Total loans$120,790$165,069$133,780$56,894$37,964$179,774$10,531$704,802

The following table presents the amortized cost basis of collateral dependent loans by class of loans at December 31, 2024:

Estimated Collateral Values · Loan Balance Business/Other · Estimated Collateral Values
(dollars in thousands)Real EstateReal EstateBusiness\Other AssetsBusiness\Other Assets
One to four family - owner occupied$1,218$5,706$—$—
One to four family - non-owner occupied280793——
Commercial owner occupied real estate1,3232,915——
Commercial investor real estate7721,500——
Construction and land26667——
Commercial380975—124
Marine and other consumer1118—18
Total$4,010$12,574$—$142

The following table presents the amortized cost basis of collateral dependent loans by class of loans at December 31, 2023:

Estimated Collateral Values · Loan Balance Business/Other · Estimated Collateral Values
(dollars in thousands)Real EstateReal EstateBusiness\Other AssetsBusiness\Other Assets
One to four family - owner occupied$1,160$4,321$—$—
One to four family - non-owner occupied273648——
Commercial owner occupied real estate7391,825——
Commercial investor real estate8,05710,070——
Construction and land321826——
Other consumer——425
Total$10,550$17,690$4$25

Management identifies loans as modifications to borrowers experiencing financial difficulty ("BEFD") when a borrower is experiencing financial difficulties and the Company has altered the cash flow of the loan as part of a modification or in the loan renewal process. In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of the borrower's debt in the foreseeable future without the modification. This evaluation is performed in accordance with the Company’s internal underwriting policy.

BEFD modifications included in the individually assessed loan schedules above, as of December 31, 2024 are as follows:

(dollars in thousands)Number of LoansAmortized Cost
One to four family - owner occupied7$845
One to four family - non owner occupied1127
Commercial owner occupied1406
Commercial investor real estate1772
Total BEFD modification loans10$2,150
Modifications on non-accrual3$1,372

The following table details the amortized cost basis at the end of the reporting period for loans made to borrowers experiencing financial difficulty as of December 31, 2024.

(dollars in thousands)Term ExtensionsPayment Deferral and Term ExtensionsTotalPercentage of Total Loans
One to four family - owner occupied$845$—$8450.11%
One to four family - non-owner occupied127—1270.02%
Commercial owner occupied real estate406—4060.06%
Commercial investor real estate772—7720.10%
Construction and land———0.00%
Marine and other consumer———0.00%
Total$2,150$—$2,1500.29%

The Company's policies, consistent with regulatory guidelines, provide for the classification of loans and other assets that are considered to be of lesser quality as substandard, doubtful, or loss assets. A loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard loans include those loans characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Loans classified as doubtful have all of the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Loans (or portions of loans) classified as loss are those considered uncollectible and of such little value that their continuance as assets is not warranted. Loans that do not expose the Company to risk sufficient to warrant classification in one of the aforementioned categories, but which possess potential weaknesses that deserve close attention, are required to be designated as special mention.

The following table summarizes the classification of the loan portfolio at December 31, 2024:

(dollars in thousands)PassSpecialMentionSubstandardDoubtfulTotal
Real estate
One to four family - owner occupied$141,159$—$708$—$141,867
One to four family - non-owner occupied99,111—713—99,824
Commercial owner occupied78,444—4,170—82,614
Commercial investor327,908—772—328,680
Construction and land30,552—26—30,578
Farm loans11,329———11,329
Total real estate loans688,503—6,389—694,892
Marine and other consumer loans16,772———16,772
Guaranteed by the U.S. government2,902———2,902
Commercial22,146—1,048—23,194
Total consumer and commercial41,820—1,048—42,868
Total loans$730,323$—$7,437$—$737,760

The following table summarizes classification of the gross loan portfolio at December 31, 2023:

(dollars in thousands)PassSpecialMentionSubstandardDoubtfulTotal
Real estate
One to four family - owner occupied$129,656$—$370$—$130,026
One to four family - non-owner occupied106,143—1,947—108,090
Commercial owner occupied96,285—6,227—102,512
Commercial investor279,137—8,057—287,194
Construction and land20,176—1,689—21,865
Farm loans14,877———14,877
Total real estate loans646,274—18,290—664,564
Marine and other consumer loans18,275—4—18,279
Guaranteed by the U.S. government3,715———3,715
Commercial17,147400697—18,244
Total consumer and commercial39,137400701—40,238
Total loans$685,411$400$18,991$—$704,802

The following tables set forth certain information with respect to our loan portfolio delinquencies by loan class:

30 - 5960 - 8990+
Days · Days · Days · Total · Current · Total
(dollars in thousands)Past DuePast DuePast DuePast DueLoansLoans
Real estate
One to four family - owner occupied$2,923$558$608$4,089$137,778$141,867
One to four family - non owner occupied576——57699,24899,824
Commercial owner occupied408—6561,06481,55082,614
Commercial investor————328,680328,680
Construction and land299——29930,27930,578
Farm loans————11,32911,329
Total real estate loans4,2065581,2646,028688,864694,892
Marine and other consumer loans9—112016,75216,772
Guaranteed by U.S. Government952—612,8412,902
Commercial——38038022,81423,194
Total consumer and commercial loans185239146142,40742,868
Total loans$4,224$610$1,655$6,489$731,271$737,760

As of December 31, 2024 all loans past due 90 or more days have been placed on non-accrual.

30 - 5960 - 8990+
Days · Days · Days · Total · Current · Total
(dollars in thousands)Past DuePast DuePast DuePast DueLoansLoans
Real estate
One to four family - owner occupied$2,043$645$619$3,307$126,719$130,026
One to four family - non owner occupied322—219541107,549108,090
Commercial owner occupied901—4681,369101,143102,512
Commercial investor371—6,9077,278279,916287,194
Construction and land826—2581,08420,78121,865
Farm loans————14,87714,877
Total real estate loans4,4636458,47113,579650,985664,564
Marine and other consumer loans39——3918,24018,279
Guaranteed by U.S. Government————3,7153,715
Commercial—401—40117,84318,244
Total consumer and commercial loans39401—44039,79840,238
Total loans$4,502$1,046$8,471$14,019$690,783$704,802

The following is a summary of non-accrual loans by class as of the dates indicated:

December 31, 2024 · December 31, 2023
No · With an · No · With an
(dollars in thousands)AllowanceAllowanceTotalAllowanceAllowanceTotal
Real estate
One to four family - owner occupied$1,218$—$1,218$1,160$—$1,160
One to four family - non owner occupied280—280273—273
Commercial owner occupied1,323—1,323739—739
Commercial investor772—7728,057—8,057
Construction and land26—26321—321
Total real estate loans3,619—3,61910,550—10,550
Marine and other consumer11—114—4
Commercial28694380———
Total consumer and commercial loans297943914—4
Total nonaccrual loans$3,916$94$4,010$10,554$—$10,554

Interest that would have been accrued under the terms of the non-accrual loans had such loans been performing according to their terms was approximately$308,000 for the year ended December 31, 2024 and $315,000 for the year ended December 31, 2023.

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are limited to commitments to originate loans and unused lines of credit and involve, to varying degrees, elements of credit risk in excess of the amount recognized on the balance sheet. The Company's exposure to credit loss from nonperformance by the other party to the above mentioned financial instruments is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The Company generally requires collateral or other security to support financial instruments with off-balance sheet credit risk. The Company's reserve balance for unfunded commitments was $353,000 and $289,000 at December 31, 2024 and 2023, respectively.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Letters of credit are commitments issued to guarantee the performance of a customer to a third party.

Amounts representing credit riskDecember 31, 2024December 31, 2023
(dollars in thousands)
Available lines of credit$51,307$49,371
Letters of credit592935
Total$51,899$50,306

Note 4 – Premises and Equipment

Premises and equipment at December 31, 2024 and December 31, 2023 are summarized by major classification as follows:

Useful life
in years · December 31, 2024 · December 31, 2023
(dollars in thousands)
Land—$3,326$3,510
Buildings15 - 4011,56712,289
Leasehold improvements5 - 10688317
Furniture, fixtures, and equipment3 - 103,2593,027
Premises and equipment, gross18,84019,143
Accumulated depreciation(5,616)(4,893)
Premises and equipment, net of accumulated depreciation$13,224$14,250

Depreciation expense for the years ended December 31, 2024 and December 31, 2023 was$822,000 and $860,000, respectively.

Note 5 – Goodwill and Intangible Assets

The activity in core deposit intangible assets for the years ended December 31, 2024 and ended December 31, 2023 is as follows:

December 31, 2024December 31, 2023
(dollars in thousands)
Net carrying amount at beginning of period$1,012$1,195
Amortization(181)(183)
Net carrying amount at end of the period$831$1,012

At December 31, 2024 future estimated annual amortization expense is as follows:

Year ending
(in thousands)
2025$180
2026180
2027180
2028180
202972
Thereafter39
Total Estimated Amortization Expense$831

Goodwill and other intangible assets are presented in the tables below.

December 31, 2024December 31, 2023
Carrying AmountAccumulated AmortizationNetCarrying AmountAccumulated AmortizationNet
Core deposit intangible$1,868$1,037$831$1,868$856$1,012
(dollars in thousands)December 31, 2024December 31, 2023
Goodwill$14,420$14,420

Note 6 – Deposits

Deposits are summarized as follows:

At December 31,
20242023
AmountPercentAmountPercent
(dollars in thousands)
Noninterest-bearing checking accounts$129,72419.91%$142,03022.40%
Interest-bearing checking accounts82,95412.73%83,65613.19%
Money market accounts121,55818.66%87,31013.77%
Savings accounts127,20719.53%147,60823.28%
Certificates of deposit190,04829.17%173,51627.37%
Total deposits$651,491100.00%$634,120100.00%

At December 31, 2024, the Bank hadtwo account relationships from local government entities that comprised 3.0% and 1.7% of total deposits, respectively.

At December 31, 2024 and December 31, 2023, the Bank had$25.9 million and $32.1 million in certificates of deposit of $250,000 or more, respectively. Deposits in excess of $250,000 may not be insured by the FDIC.

At December 31, 2024 scheduled maturities of certificates of deposit are as follows:

Year ending December 31,
(dollars in thousands)
2025$107,479
202612,113
20278,245
20284,783
202957,428
Thereafter—
Total certificates of deposit$190,048

Note 7 – Borrowings

A summary of the Company’s borrowings at December 31 for the years indicated is as follows:

2024 · 2023
(dollars in thousands) · Maturity · Balance · Rate · Balance · Rate
Federal Home Loan Bank Advance2025$15,0004.57%$—
BV Financial Inc. Series 2020 Notes203035,0004.88%35,0004.88%
Easton Capital Trust I2034——%3,093SOFR+2.85%
Total borrowings, gross$50,000$38,093
Less: debt issuance costs(117)(272)
Add: net fair value adjustments on acquired borrowings—(570)
Total borrowings, net$49,883$37,251

The Bank has an agreement under a blanket floating lien with the FHLB providing the Bank a line of credit of up to 25% of its total assets limited to the lendable collateral value of qualified assets the Bank has to pledge to support its borrowings. At December 31, 2024 and December 31, 2023, the Bank had credit availability of$120.0 million and $150.0 million, respectively.

The Bank had $15.0 million in FHLB advances outstanding at December 31, 2024 andno FHLB advances outstanding at December 31, 2023. Additionally, at December 31, 2024 and December 31, 2023, the Bank had unfunded letters of credit used to secure municipal deposits outstanding against the FHLB line of credit of$23.0 million and $25.0 million, respectively.

The Bank is required to maintain qualified mortgage loans as collateral for its FHLB advances and letters of credit in an amount equal to 100% of the outstanding advances. As of December 31, 2024 and December 31, 2023, the Bank pledged$157.6 million and $175.0 million of gross loans to the FHLB for advances, respectively. Additionally, at December 31, 2024 and December 31, 2023, the Bank had a$20.0 million unsecured demand line of credit facility with a correspondent bank, which hadno outstanding balance.

The Company issued $35.0 million in Fixed-to-Floating Rate Subordinated Notes Due 2030 on October 21, 2020. The proceeds were used to acquire Delmarva Bancshares, Inc. and to retire the Delmarva Bancshares 2015 Senior Notes. The interest rate on these notes is fixed for the first five years at 4.875% and then will reset quarterly to an interest rate per annum equal to the then current three-month term Secured Overnight Financing Rate (“SOFR”) (provided, however that in the event the three-month SOFR is less than zero, three-month term SOFR shall be deemed to be zero) plus 472 basis points, payable quarterly in arrears. The Company may begin redeeming these notes on the December 30, 2025 payment date. Issuance costs of $738,000 at December 31, 2020 are being amortized into expense on a monthly basis of which $117,000 remains at December 31, 2024.

Note 7 – Borrowings (Continued)

The Easton Capital Trust Junior Subordinated Notes were issued by Easton Bank & Trust and assumed by Delmarva Bancshares on July 15, 2015 and then assumed by the Company on October 31, 2020. The Company acquired $3.0 million of junior subordinated debt of Easton Capital Trust I. The junior subordinated debt was scheduled to mature on February 8, 2034, but may may have been called starting on February 8, 2009. The junior subordinated debt accrued interest at a floating rate equal to the three-month SOFR plus 2.85%, payable quarterly. The quarterly interest rate on the debentures was 8.49% at December 31, 2023. In the first quarter of 2024, the Company paid off this junior subordinated debt, which resulted in the write-off (increase in interest expense) of the remaining purchase accounting fair market value adjustment of $566,000.

Note 8 – Profit Sharing and Deferred Compensation Agreements

The Bank has a profit sharing plan and a 401(k) plan for all eligible employees. Contributions to the plans are discretionary by the Board of Directors. For the year ended December 31, 2024 the Company had a maximum match contribution of 5%. For the years ended December 31, 2024 and December 31, 2023, expenses of$72,000 and $79,000 were incurred for the 401(k) plan, respectively. In the years ended December 31, 2024 and 2023, the Company madeno accrual for the profit-sharing plan.

The Company has supplemental executive retirement agreements with four retired executive officers. Under the agreements, each executive receives a stated annual benefit in monthly installments. All executives covered by these agreements are receiving benefits under the terms of the agreements. During the years ended December 31, 2024 and December 31, 2023, benefits of$280,000 and $251,000 were paid in accordance with the agreements, respectively.

The Company has supplemental retirement agreements with certain directors. Under the agreements, each director will receive a stated annual benefit in monthly installments for ten years following his or her separation from service after attaining a normal retirement age of 70. If the director separates either voluntarily or involuntarily from service prior to reaching his or her normal retirement age, the director will receive an unreduced lump sum of the accrued liability balance (i.e., the amount accrued to fund the future benefit expense under the agreement) within thirty days of the separation from service. Upon a change in control, the director will receive a stated annual benefit in monthly installments for ten years following the change in control. If the director dies while actively serving as a director, the director's beneficiary will receive an unreduced lump sum equal to the accrued liability balance within thirty days of the director's death. If the director dies after monthly payments have commenced under the agreement, the director's beneficiary will receive the remaining installments in monthly payments in accordance with the schedule of payments due to the director.

Note 8 – Profit Sharing and Deferred Compensation Agreements (Continued)

The Company agreed to maintain post-retirement agreements with two former directors of acquired institutions. The agreements call for the Company to pay the premiums for supplemental health insurance for the directors and their spouses for life.

The Company has entered into salary continuation agreements with the Co-CEOs of the Company. Under these agreements, the executives will receive a stated annual benefit in monthly installments for 15 years following separation from service subject to service time and age. If the executive dies after monthly payments have commenced under the agreement, the executive's beneficiary will receive the present value of the remaining installments.

The accrued liabilities for the executive retirement agreements were$2.2 million and $2.3 million and for the director retirement agreements were$194,000 and $225,000 at December 31, 2024 and December 31, 2023, respectively. The Company recognized compensation expense related to these plans of$185,000 and $182,000 during the years ended December 31, 2024 and December 31, 2023, respectively.

Accounting standards require the recognition of a liability and related compensation costs for endorsement split-dollar life insurance policies that provide a benefit to an employee that extends to post-retirement periods. Bank-owned life insurance policies purchased for this purpose do not effectively settle the Company's obligation to the employee in this regard and thus the Company records a benefit cost and a related liability. As of December 31, 2024 and December 31, 2023, the Company has recorded a liability of$262,000 and $275,000, respectively, for this benefit.

Note 9 – Employee Benefit Plans

Stock Options

On December 14, 2017, the Company granted 79,607 stock options to officers and employees of the Company of which 54,117 and 55,648 were exercisable at December 31, 2024 and December 31, 2023, respectively. The options were granted with an exercise price at the then fair market value of the stock of $5.65, scheduled to vest over five years and expireten years from the date of grant. On September 6, 2024, the Company granted 293,968 stock options to directors of the Company. On September 17, 2024, the Company granted 584,948 stock options to officers of the Company. None of the options granted in 2024 were exercisable as of December 31, 2024. The options were granted with an exercise price at the then fair market value of the stock of $14.25 and $14.86, respectively, are scheduled to vest over four years and expireten years from the date of grant.

Information with respect to employee options outstanding during the years ended December 31, 2024 and December 31, 2023:

December 31, 2024 · December 31, 2023
Weighted · Weighted
average · average
exerciseexercise
SharespriceSharesprice
Outstanding at beginning of period55,648$5.6555,648$5.65
Granted878,91614.66——
Exercised1,5315.65——
Outstanding at end of period933,033$14.1355,648$5.65
Exercisable at end of period54,117$5.6555,648$5.65

Note 9 – EMPLOYEE BENEFIT PLANS (Continued)

A summary of information about stock options outstanding is as follows at December 31, 2024 and December 31, 2023:

Weighted
average · Outstanding · Remaining · Exercisable
exercise price · shares · life (years) · shares
Outstanding at end of period$14.13933,0339.3654,117
Intrinsic value on December 31, 2024$2,879,696
Weighted
average · Outstanding · Remaining · Exercisable
exercise price · shares · life (years) · shares
Outstanding at end of period$5.6555,6485.055,648
Intrinsic value on December 31, 2023$474,677

The Company recognized $667,000 and $0 in compensation expense during the years ended December 31, 2024 and December 31, 2023, respectively, related to the granting of stock options.

As of December 31, 2024 and December 31, 2023, there was$3.2 million and $0, respectively, in future compensation expense associated with outstanding stock options.

Restricted Stock

In 2024 and 2023, the Company granted 343,562 and 18,784 shares of restricted stock to Board members and certain executive officers, respectively.

The Company recognized$986,000 and $255,000 in compensation expense during the years ended December 31, 2024 and December 31, 2023, respectively, relating to the granting of restricted stock.

As of December 31, 2024 and December 31, 2023, there was$4.2 million and $151,150, respectively, in future compensation expense associated with restricted stock.

Restricted stock outstanding and exercised in the prior periods have been adjusted for the 1.5309 conversion ratio utilized in the Conversion.

Note 9 – EMPLOYEE BENEFIT PLANS (Continued)

A summary of the activity for the years ended December 31, 2024 and December 31, 2023 is presented below:

Weighted
Number ofAverage Grant
CommonDate Fair
SharesValue/Share
Restricted Stock at January 1, 202430,120$14.30
Granted343,56214.65
Vested(14,465)13.84
Forfeited——
Restricted Stock at December 31, 2024359,21714.65
Restricted shares outstanding at December 31, 2023 and the vested shares in the table have been adjusted for the 1.5309 conversion ratio utilized in the conversion of the Company from a mutual holding company in 2023.
Weighted
Number ofAverage Grant
CommonDate Fair
SharesValue/Share
Restricted Stock at January 1, 202331,083$13.15
Granted18,78414.67
Vested(19,747)14.63
Forfeited——
Restricted Stock at December 31, 202330,12014.30

The Company offers benefits under the BayVanguard Bank Employee Stock Ownership Plan (the "ESOP") to employees who meet certain eligibility requirements. In connection with the Conversion, the ESOP subscribed for 8% of the shares of the Company stock sold in the offering. The purchase was funded through a loan of $7.8 million from the Company, with an interest rate of 8.50% with a twenty-year term. Total shares purchased by the ESOP was 783,918. The Company makes annual contributions to the ESOP equal to the ESOP's debt service. Shares purchased with the proceeds from the loan, that have not been allocated to employees are pledged as collateral for the loan, and held in a suspense account for future allocations to participants. Shares released from the expense account are allocated among the participants based on compensation, as defined in the ESOP documents. The ESOP shares pledged as collateral are reported as unearned common stock held by ESOP shares in the Company's Consolidated Balance Sheet. As shares are committed to be released, the Company recognizes compensation expense equal to the current market price of the shares, and the shares become outstanding in the earnings per share calculation. The Company recognized$319,000 and $557,000 of ESOP expense associated with the release of the shares during the years ended December 31, 2024 and 2023, respectively.

The number of shares committed to be released per year is 39,196 thru 2041, and 39,194 in 2042.

The following table presents share information held by the ESOP:

(amounts in thousands, except fair value of unallocated shares)20242023
Allocated shares39,196—
Shares committed to be released39,19639,196
Unallocated shares (suspense shares)705,526744,722
Total shares783,918783,918
Fair value of unallocated shares$12,149,158$10,560,158

Note 10 – Regulatory Matters

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possible additional discretionary actions by the regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

The Basel III Capital Rules became effective for the Bank on January 1, 2015 (subject to a phase-in period for certain provisions). Quantitative measures established by the Basel III Capital Rules to ensure capital adequacy require the maintenance of minimum amounts and ratios (set forth in the table below) of Common Equity Tier 1 capital, Tier 1 capital, and Total capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital to adjusted quarterly average assets (as defined).

In connection with the adoption of the Basel III Capital Rules, the Bank elected to opt-out of the requirement to include accumulated other comprehensive income in Common Equity Tier 1 capital. Common Equity Tier 1 capital for the Bank is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities and subject to transition provisions.

Insured depository institutions are required to meet the following in order to qualify as "well capitalized:" (1) a common equity Tier 1 risk-based capital ratio of 6.5%; (2) a Tier 1 risk-based capital ratio of 8%; (3) a total risk-based capital ratio of 10%; and (4) a Tier 1 leverage ratio of 5%.

The maintenance of a capital conservation buffer of 2.5% is also required. The Basel III Capital Rules also provide for a "countercyclical capital buffer" that is applicable to only certain covered institutions and does not have any current applicability to the Bank. The aforementioned capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of Common Equity Tier 1 capital to risk-weighted assets above the minimum but below the conservation buffer (or below the combined capital conservation buffer and countercyclical capital buffer, when the latter is applied) will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall.

Note 10 – Regulatory Matters (Continued)

The following table presents the Bank's capital position based on the financial statements:

To be well
capitalized under
For capital · prompt corrective
Actualadequacy purposesaction provisions
December 31, 2024AmountRatioAmountRatioAmountRatio
(dollars in thousands)
Tier 1 Leverage ratio$171,77519.83%$34,6574.00%$43,3225.00%
Tier 1 capital (to risk-weighted assets)$171,77524.24%$42,5146.00%$56,6858.00%
Common Equity Tier 1 Capital Ratio (to risk-weighted assets)$171,77524.24%$31,8854.50%$46,0566.50%
Total Capital ratio (to risk-weighted assets)$180,63225.49%$56,6858.00%$70,85610.00%
Tier 1 Leverage ratio$162,12518.50%$35,0554.00%$43,8195.00%
Tier 1 capital (to risk-weighted assets)$162,12524.00%$40,5236.00%$54,0318.00%
Common Equity Tier 1 Capital Ratio (to risk-weighted assets)$162,12524.00%$30,3934.50%$43,9006.50%
Total Capital ratio (to risk-weighted assets)$170,57125.26%$54,0318.00%$67,53910.00%

As of December 31, 2024, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain ratios as set forth in the table. There have been no conditions or events since that notification that management believes have changed the Bank's category.

The Federal Deposit Insurance Corporation, through formal or informal agreement, has the authority to require an institution to maintain higher capital ratios than those provided by statute, to be categorized as well capitalized under the regulatory framework for prompt corrective action.

The Bank was allowed a special bad debt deduction at various percentages of otherwise taxable income for various years through December 1, 1987. If the amounts, which qualified as deductions for federal income tax purposes prior to December 31, 1987, are later used for purposes other than to absorb loan losses, including distributions in liquidations, they will be subject to federal and state income tax at the then current corporate rate. Retained earnings at December 31, 2024 and December 31, 2023 included$1.5 million for which no provision for income tax has been provided. The unrecorded deferred income tax liability on the above amount was approximately$413,000.

Federal regulations impose limitations upon all capital distributions by an insured depository institution, including cash dividends, payments to repurchase its shares and payments to shareholders of another institution in a cash-out merger. Under the regulations, an application to and prior approval of the Federal Deposit Insurance Corporation is required prior to any capital distribution if the institution does not meet the criteria for "expedited treatment" of applications under Federal Deposit Insurance Corporation regulations (i.e., generally, examination and Community Reinvestment Act ratings in the two top categories), the total capital distributions for the calendar year exceed net income for that year plus the amount of retained net income for the preceding two years, the institution would be undercapitalized following the distribution or the distribution would otherwise be contrary to a statute, regulation or agreement with the Federal Deposit Insurance Corporation.

Note 10 – Regulatory Matters (Continued)

Banks are required to carry noninterest-bearing cash reserves at specified percentages of deposit balances. The Bank's normal amount of cash on hand and on deposit with other banks is sufficient to satisfy the reserve requirements.

Note 11– Income Taxes

The income tax provision consisted of the following for the years ended December 31, 2024 and December 31, 2023:

December 31, 2024December 31, 2023
(dollars in thousands)
Current expense
Federal$3,273$3,185
State1,4681,523
Total Current Expense4,7414,708
Deferred expense(58)207
Income tax expense$4,683$4,915

Note 11– Income Taxes(Continued)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2024 and December 31, 2023 are presented below:

December 31, 2024December 31, 2023
(dollars in thousands)
Deferred tax assets
Deferred compensation$660$689
Allowance for credit losses2,4552,425
Merger fair value adjustments1,9381,587
Goodwill impairment——
Foreclosed real estate write-downs and deferred gain77
Stock grants29478
Non-qualified stock options60—
Net operating loss carryover6,1236,556
Non-accrual interest265260
Other1,1811,377
Total deferred tax assets12,98312,979
Deferred tax liabilities
Prepaid expenses176220
Core deposit intangible229278
Depreciation3,6793,512
Total deferred tax liabilities4,0844,010
Total deferred tax assets, net$8,899$8,969

The amount computed by applying the statutory federal income tax rate to income before income tax provision is different than the taxes provided for the following reasons:

December 31, 2024 · December 31, 2023
Percent ofPercent of
Amountpretax incomeAmountpretax income
(dollars in thousands)
Statutory federal income tax rate$3,44521.0%$3,90921.0%
State tax, net of federal income tax provision1,1547.01,2616.8
Tax exempt income(113)(0.7)(142)(0.8)
Nondeductible expenses1420.9(3)0.0
Other550.3(110)(0.6)
Income Tax Expense$4,68328.5%$4,91526.4%

Note 12 – Related-Party Transactions

The Bank has had, and may be expected to have in the future, banking transactions in the ordinary course of business with directors, officers, their immediate families and affiliated companies (commonly referred to as related parties), on the same terms including interest rates and collateral, as those prevailing at the time for comparable transactions with others. The following table presents a summary of the activity of loans receivable from related parties during the years ended December 31, 2024 and December 31, 2023:

December 31, 2024December 31, 2023
(dollars in thousands)
Balance, beginning$96$17
Advances4,395—
New related party—96
Repayments(5)(17)
Balance, ending$4,486$96

Note 12 – Related-Party Transactions (Continued)

Deposits of related parties totaled$3.0 million and $1.8 million as of December 31, 2024 and December 31, 2023, respectively.

The Company has an operating lease agreement with a related party and paid $48,000 in lease payments in the year ended December 31, 2024.

The following table shows the future operating lease payments due by year.

Amount
Year ending December 31,(dollars in thousands)
2025$50
202651
202753
202854
202956
Thereafter215
Total$479

Note 13 – Leasing Arrangements

The Company leases real estate properties for a portion of its network of bank branches. All of the Company’s leases are currently classified as operating.

The following table shows the operating lease right of use assets and operating lease liabilities as of December 31, 2024 and 2023:

Consolidated Balance
Sheet classification · December 31, 2024 · December 31, 2023
(dollars in thousands)
Operating lease right of use assetOther assets$926$1,128
Operating lease liabilitiesOther liabilities$967$1,162
Other information related to leases:
Weighted average remaining lease term of operating leases4.7 years5.5 years
Weighted average discount rate of operating leases4.40%4.26%
Cash paid for amounts included in the measurement of lease liabilities$231,000$197,000

Operating lease costs included in occupancy expense in the Consolidated Statement of Income for the years ended December 31, 2024 and December 31, 2023 were$302,000 and $259,000, respectively.

Future undiscounted lease payments for operating leases, including those option years for which the Company is reasonably certain to renew, are as follows:

Amount
Year ending December 31,(dollars in thousands)
25$254
26231
27135
2864
2964
Thereafter229
Total undiscounted lease payments977
Less: imputed interest10
Present value of operating lease liabilities$967

Note 13 – Leasing Arrangements(Continued)

The Company leased office space to non-related third parties and received rental income of $168,000 for the year ended December 31, 2024.

The following table shows the future operating lease payments due to be received by year.

Amount
Year ending December 31,(dollars in thousands)
2025$173
2026178
2027183
2028189
2029194
Thereafter619
Total$1,536

Note 14 – Contingencies

Various legal claims arise from time to time in the normal course of business, which, in the opinion of management, after consultation with legal counsel, will have no material effect on the Company's consolidated financial position or results of operations.

Note 15 - Segment Reporting

The Company operates asingle reportable business segment that is comprised of commercial banking . The Company’s Co- CEOs are deemed the Chief Operating Decision Makers (“CODMs”). The CODMs evaluate the financial performance of the Company by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Company’s single reporting segment and in the determination of allocating resources. The CODMs use consolidated net income to benchmark the Company against peers and to evaluate performance and allocate resources. Significant revenue and expense categories evaluated by the CODMs are consistent with the presentation of the Consolidated Statement of Income.

Note 16 – Fair Value Measurements

The estimated fair values of the Bank's financial instruments are summarized below. The fair values are estimates derived primarily from present value techniques and may not be indicative of the net realizable or liquidation values. The calculation of estimated fair values is based on market conditions at a specific point in time and may not reflect current or future fair values.

Accounting standards establish a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy are as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported with little or no market activity).

An asset or liability's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

Assets measured at fair value on a recurring basis by level within the fair value hierarchy used at December 31, 2024 and December 31, 2023, are as follows:

Level 1 · Level 2 · Level 3
Quoted prices · Significant · Significant
in active · other · other
markets for · observable · unobservable
December 31, 2024Totalidentical assetsinputsinputs
(dollars in thousands)
Securities available for sale
Agency securities$522$—$522$—
Corporate securities1,535—1,535—
Mortgage-backed securities20,894—20,894—
Treasuries14,308—14,308—
$37,259$—$37,259$—
Securities available for sale
Agency securities$4,723$—$4,723$—
Corporate securities1,418—1,418—
Mortgage-backed securities28,640—28,640—
$34,781$—$34,781$—

The following valuation techniques were used to measure the fair value of assets in the table above on a recurring basis as of December 31, 2024 and December 31, 2023.

Securities available for sale- The fair values of securities available for sale were based on available market pricing for the securities. We rely on third party brokers to obtain and provide us with this market pricing from a definitive security pricing source.

Assets measured at fair value on a nonrecurring basis by level within the fair value hierarchy used at December 31, 2024 and December 31, 2023, are as follows:

Level 1 · Level 2 · Level 3
Quoted prices · Significant · Significant
in active · other · other
markets for · observable · unobservable
December 31, 2024 · identical assets · inputs · inputs
(dollars in thousands)
Individually evaluated loans$4,010$—$—$4,010
Other real estateowned and repossessed assets159——159
$4,169$—$—$4,169
Individually evaluated loans$10,554$—$—$10,554
Other real estateowned and repossessed assets170——170
$10,724$—$—$10,724

The following valuation techniques were used to measure the fair value of assets in the tables above on a nonrecurring basis as of December 31, 2024 and December 31, 2023.

Individually evaluated loans- Loans included in the table have been measured for impairment generally based on the fair value of the loan's collateral. A loan is considered to be collateral dependent when, based on current information and events, the Company expects repayment of the financial assets to be provided substantially through the operation or sale of the collateral and the Company has determined that the borrower is experiencing financial difficulty as of the measurement date. For real estate loans, the fair value of the loan's collateral is determined by a third-party appraisal, which is then adjusted for the estimated selling and closing costs related to liquidation of the collateral (typically 10% of the appraised value). For non real estate loans, the fair value of the loan's collateral may be determined using an appraisal, net book value per the borrower's financial statements, or aging reports, adjusted based on management's knowledge, changes in market conditions, and management's expertise and knowledge of the customer and customer's business. Fair value was determined based upon a discounted cash flow from the expected proceeds of the underlying collateral. These loans are included as Level 3 fair value, based upon the lowest level of input that is significant to the fair value measurements. The fair value consists of the loan balance reduced by any specific impairment reserve.

There were no transfers in or out of the Level 3 category for collateral dependent loans.

Other real estate owned and repossessed assets -Fair value of foreclosed assets was based on the Company's appraisal of the property less costs to sell. This value was determined from a current industry standard appraisal guide based on the value of similar properties adjusted for factors including condition and location of property.

Changes in the balance of other real estate owned assets during the years ended December 31, 2024 and December 31, 2023, were as follows:

December 31, 2024December 31, 2023
(dollars in thousands)
Beginning of period balance$170$1,987
Improvements and additions—57
Proceeds from sale—(2,583)
Principal payments(11)—
Gain (loss) on sale—709
End of period balance$159$170

At December 31, 2024 and December 31, 2023, the Company had$84,000 and $174,000 in residential mortgages in the process of foreclosure.

The following methods and assumptions were used by the Company in estimating the fair values of financial instruments:

Cash and Cash Equivalents

The carrying amounts of cash and cash equivalents approximate fair value.

Time Deposits in Other Banks

The fair value of time deposits in other banks is estimated using the rates currently available for deposits of similar remaining maturities.

Investment Securities

Fair values for securities, excluding FHLB stock, are based on available market prices. The carrying amount of FHLB stock approximates fair value based on the redemption provisions of the FHLB.

Loans Receivable

The fair value of loans receivable were determined using an exit price methodology as prescribed by ASC 820. The exit price estimation of fair value is based on the present value of the expected cash flows. The projected cash flows are based on the contractual terms of the loans, adjusted for prepayments and use of a discount rate based on the relative risk of the cash flows, taking into account the loan type, maturity of the loan, liquidity risk, servicing costs, and a required return on debt and capital.

The Company follows ASC Topic 820, Fair Value Measurements which provides a framework for measuring and disclosing fair value under generally accepted accounting principles. ASC Topic 820 requires disclosures about the fair value of assets and liabilities recognized in the balance sheet in periods subsequent to initial recognition, whether the measurements are made on a recurring basis or on a nonrecurring basis. ASC Topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Deposits

The fair values disclosed for demand deposits (e.g., interest and noninterest checking, savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on such certificates to a schedule of aggregated expected monthly maturities on these deposits.

Advances from the Federal Home Loan Bank of Atlanta

The fair value of advances is estimated discounting the contractual cash flows using rates currently offered for advances with similar terms and remaining maturities.

Off-Balance Sheet Credit Related Instruments

Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties' credit standing. The fair values of these instruments were not significant at December 31, 2024 and December 31, 2023.

The following table summarizes the carrying amounts and fair values of financial instruments at December 31, 2024 and December 31, 2023:

December 31, 2024 · December 31, 2023
Fair valueCarryingFairCarryingFair
hierarchyamountvalueamountvalue
(dollars in thousands)
Financial assets
Cash and cash equivalentsLevel 1$70,500$70,500$73,742$73,742
Equity investmentLevel 1391391256256
Securities held to maturityLevel 25,9799,20610,2099,206
Securities available for saleLevel 237,25937,25934,78134,781
Federal Home Loan Bank of Atlanta stockLevel 21,3661,366626626
Loans receivableLevel 3729,238722,005696,248686,879
Accrued interest receivableLevel 23,1613,1613,2793,279
Financial liabilities
DepositsLevel 3$651,491$574,273$634,120$631,720
FHLB BorrowingsLevel 215,00015,000——
Subordinated DebenturesLevel 334,88331,11737,25131,018
Accrued interest payableLevel 2346346193193

Note 17 – Condensed Financial Information (Parent Company Only)

Information as to the financial position of BV Financial, Inc. and its results of operations and cash flows as of and for the years ended December 31, 2024 and December 31, 2023, are summarized below.

Statement of Financial Condition (dollars in thousands)December 31, 2024December 31, 2023
Assets
Cash$30,101$45,625
Equity investment391256
ESOP loan receivable7,1607,328
Investment in subsidiary184,741175,366
Goodwill6,3266,326
Other assets4731,491
Total Assets$229,192$236,392
Liabilities and Stockholders Equity
Borrowings34,88337,251
Other Liabilities(1,190)76
Total Liabilities33,69337,327
Total Stockholders' Equity195,499199,065
Total Liabilities & Stockholders Equity$229,192$236,392
Statement of IncomeDecember 31, 2024December 31, 2023
(dollars in thousands)
Interest income$629$285
Cash dividends from subsidiary6,5003,750
Equity security valuation adjustment12829
Total interest and dividend income7,2574,064
Interest Expense2,4512,165
Net interest and dividend income4,8061,899
Noninterest income—8
Noninterest expense467229
Income (loss) before tax4,3391,678
Income tax benefit427436
Income (loss) before equity in net income of subsidiary4,7662,114
Equity in undistributed net income of subsidiary6,95711,593
Net Income$11,723$13,707

Note 17 – Condensed Financial Information (Parent Company Only)(Continued)

Statements of Cash Flows (dollars in thousands)December 31, 2024December 31, 2023
Cash flows from operating activities
Net income$11,723$13,707
Adjustments to reconcile net income to net cash used by operating activities
Equity in net income of subsidiary(6,957)(11,593)
Amortization of debt issuance costs and debt fair value adjustments725212
Non-cash income-Equity security valuation adjustment(135)(35)
(Decrease) increase in other assets1,017(436)
Decrease (increase) in other liabilities(1,267)7
Net cash provided by (used in) operating activities5,1061,862
Cash flows from investing activities
Net decrease (increase) in loans168(7,328)
Net cash used in investing activities168(7,328)
Cash flows from financing activities
Issuance of common stock funded by stock offering—97,990
Offering costs—(3,248)
Stock repurchase(17,705)—
Investment in Bank from stock offering—(47,471)
Repayment of subordinated debt(3,093)—
Net cash provided by financing activities(20,798)47,271
Increase (decrease) in cash and cash equivalents(15,524)41,805
Cash and cash equivalents at beginning of period45,6253,820
Cash and cash equivalents at end of period$30,101$45,625
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