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EAGLE FINANCIAL SERVICES INC

For the period ended Jun 30, 2025. Filed Aug 13, 2025.

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

Jun 30, 2025 · Filed Aug 13, 2025

EFSI$45.71+0.8%Stored close · as of Nov 6, 2026

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Notes to Consolidated Financial Statements

Notes to Consolidated Finan cial Statements (Unaudited)

June 30, 2025

NOTE 1. General

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP.

In the opinion of management, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position at June 30, 2025 and December 31, 2024, the results of operations and the changes in shareholders' equity for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the Consolidated Financial Statements and related Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).

Eagle Financial Services, Inc. (the "Company") owns 100% of Bank of Clarke (the “Bank”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions between the Company and the Bank have been eliminated.

Certain amounts in the consolidated financial statements have been reclassified to conform to current year presentations. None of the reclassifications were of a material nature and they had no effect on prior year net income or shareholders' equity.

Application of the principles of GAAP and practices within the banking industry require management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statement; accordingly, as this information changes, the financial statements may reflect different estimates, assumptions, and judgments. Certain policies inherently rely more extensively on the use of estimates, assumptions, and judgments and as such may have a greater possibility of producing results that could be materially different than originally reported. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance of credit losses on loans.

The Company's significant accounting policies followed in preparation of the unaudited consolidated financial statements are disclosed in Note 1 of the Company's 2024 Form 10-K. There have been no significant changes to the application of significant accounting policies since December 31, 2024.

NOTE 2. Stock-Based Compensation Plan

On May 16, 2023, the Company’s shareholders approved the 2023 Stock Incentive Plan which allows key employees and directors to increase their personal financial interest in the Company. The 2023 plan permits the issuance of incentive stock options and non-qualified stock options and the award of common stock, restricted stock, and stock units. The plan authorizes the issuance of up to 250,000 shares of common stock. The 2023 Stock Incentive Plan replaced the 2014 Stock Incentive Plan.

The Company periodically grants restricted stock to its directors, executive officers and certain non-executive officers. Restricted stock provides grantees with rights to shares of common stock upon completion of a service period or achievement of Company performance measures. During the restricted period, all shares are considered outstanding and dividends are paid to the grantee. Outside directors are periodically granted restricted shares which vest over a period ofone year. Executive officers have been granted restricted shares which vest over athree year service period and restricted shares which cliff vest based on meeting performance measures over athree year period. Certain non-executive officers also have been granted restricted shares which vest over athree year service period. The Company recognizes compensation expense over the restricted period based on the fair value of the Company's stock on the grant date. The Company's policy is to recognize forfeitures as they occur. As of June 30, 2025, there was $1.4 million of unrecognized compensation cost related to nonvested restricted stock, with a weighted average remaining term of 2.05 years.

The following table presents restricted stock activity for thesix months ended June 30, 2025 and 2024:

Six Months Ended
June 30,
20252024
SharesWeightedAverageGrant DateFair ValueSharesWeightedAverageGrant DateFair Value
Nonvested, beginning of period64,043$32.0256,914$35.06
Granted39,54536.4041,94030.00
Vested(30,606)33.02(24,638)34.10
Forfeited(875)35.95——
Nonvested, end of period72,107$33.9574,216$32.46

NOTE 3. Earnings Per Common Share

Basic earnings per share represents income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Nonvested restricted shares are included in the weighted average number of common shares used to compute basic earnings per share because of dividend participation and voting rights. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. The number of potential common shares is determined using the treasury method.

The following table shows the weighted average number of shares used in computing earnings per share for thethree and six months ended June 30, 2025 and 2024. During 2025 and 2024, there wereno potentially dilutive securities outstanding.

Three Months Ended · Six Months Ended
June 30,June 30,
2025202420252024
Average number of common shares outstanding used to calculate basic and diluted earnings per share5,378,2143,556,9354,977,4823,557,069

NOTE 4. Securities

Amortized costs and fair values of securities available for sale at June 30, 2025 and December 31, 2024 were as follows:

AmortizedCostGrossUnrealizedGainsGrossUnrealized(Losses)Fair Value
(in thousands)
Obligations of U.S. government corporations and agencies$7,980$10$(56)$7,934
U.S. treasury securities9,966—(10)9,956
Mortgage-backed securities86,037—(8,456)77,581
Collateralized mortgage obligations22,915—(223)22,692
Subordinated debt3,250—(506)2,744
$130,148$10$(9,251)$120,907
(in thousands)
Obligations of U.S. government corporations and agencies$8,198$—$(530)$7,668
Mortgage-backed securities127,061—(22,094)104,967
Obligations of states and political subdivisions4,920—(275)4,645
Subordinated debt4,750—(700)4,050
$144,929$—$(23,599)$121,330

The Company has elected to exclude accrued interest receivable, totaling $476 thousand at June 30, 2025, from the amortized cost basis of securities. The deferred tax asset on the securities portfolio at June 30, 2025 and December 31, 2024 was $1.9 million and $5.0 million, respectively, and is included in Other Assets in the Consolidated Balance Sheets.

In March 2025, balance sheet repositioning transactions were executed. The Bank sold available for sale securities with an amortized cost balance of $99.2 million and reinvested $66.0 million into purchases of available for sale securities. The sale of securities resulted in a net realized pre-tax loss of $12.4 million recognized duringsix months ended June 30, 2025. There were no sales of available for sale securities during the three months ended June 30, 2025 or the three and six months ended June 30, 2024.

The following table summarizes amounts related to the sale of available for sale securities:

For the Six Months Ended June 30,
(in thousands)
Proceeds from sales$86,822
Gross realized gains$—
Gross realized losses(12,425)
Net realized losses on securities$(12,425)

The amortized cost and estimated fair value of securities at June 30, 2025, by the earlier of contractual maturity or expected maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.

Amortized CostFair Value
(in thousands)
Due in one year or less$9,966$9,956
Due after one year through five years5,7945,793
Due after five years through ten years27,28526,658
Due after ten years87,10378,500
$130,148$120,907

The fair value and gross unrealized losses for securities available for sale, totaled by the length of time that individual securities have been in a continuous gross unrealized loss position, at June 30, 2025 and December 31, 2024 were as follows:

Less than 12 months12 months or moreTotal
Fair ValueGrossUnrealizedLossesFair ValueGrossUnrealizedLossesFair ValueGrossUnrealizedLosses
(in thousands)
Obligations of U.S. government corporations and agencies$3,775$56$—$—$3,775$56
U.S. treasury securities9,95610——9,95610
Mortgage-backed securities43,08128429,4838,17272,5648,456
Collateralized mortgage obligations22,692223——22,692223
Subordinated debt——2,7445062,744506
Total$79,504$573$32,227$8,678$111,731$9,251
Less than 12 months12 months or moreTotal
Fair ValueGrossUnrealizedLossesFair ValueGrossUnrealizedLossesFair ValueGrossUnrealizedLosses
(in thousands)
Obligations of U.S. government corporations and agencies$—$—$7,668$530$7,668$530
Mortgage-backed securities——104,96722,094104,96722,094
Obligations of states and political subdivisions——4,6452754,645275
Subordinated debt——3,5507003,550700
Total$—$—$120,830$23,599$120,830$23,599

The reference point for determining when securities are in an unrealized loss position is month end. As such, it is possible that a security's market value exceeded its amortized cost on other days during the past twelve-month period.

There were 52 debt securities with a fair value below the amortized cost basis, totaling $111.7 million of aggregate fair value as of June 30, 2025. The Company concluded that a credit loss does not exist in its securities portfolio at June 30, 2025 based on the fact that (1) changes in fair value were caused by non-credit-related factors, primarily fluctuations in interest rates, (2) securities with unrealized losses had generally high credit quality, (3) as of June 30, 2025, the Company intends to hold these investments in debt securities to maturity and it is more-likely-than-not that the Company will not be required to sell these investments before a recovery of its investment, and (4) issuers have continued to make timely payments of principal and interest. Additionally, the Company’s mortgage-backed securities and obligations of U.S. government corporations and agencies are entirely issued by either U.S. government agencies or U.S. government-sponsored enterprises. Collectively, these entities provide a guarantee, which is either explicitly or implicitly supported by the full faith and credit of the U.S. government, that investors in such mortgage-backed securities will receive timely principal and interest payments.

Securities having carrying values of $7.0 million, $3.0 million and $93.1 million at June 30, 2025 were pledged as security for trust accounts, a deposit relationship and for borrowing capacity at the Federal Reserve Bank discount window, respectively.

The composition of restricted investments at June 30, 2025 and December 31, 2024 was as follows:

June 30, 2025December 31, 2024
(in thousands)
Federal Reserve Bank Stock$344$344
Federal Home Loan Bank Stock3,3027,073
Community Bankers’ Bank Stock140140
$3,786$7,557

NOTE 5. Loans and Allowance for Credit Losses on Loans

The composition of loans at June 30, 2025 and December 31, 2024 was as follows:

June 30,December 31,
20252024
(in thousands)
Mortgage real estate loans:
Construction & Secured by Farmland$76,060$95,200
HELOCs52,03250,646
Residential First Lien - Investor106,493105,910
Residential First Lien - Owner Occupied177,000194,065
Residential Junior Liens10,86511,184
Commercial - Owner Occupied288,821272,236
Commercial - Non-Owner Occupied & Multifamily372,833367,680
Commercial and industrial loans:
SBA PPP loans1628
Other commercial and industrial loans106,499110,315
Marine loans196,434210,095
Consumer loans29,73931,017
Overdrafts240309
Other loans15,37211,911
Total loans$1,432,404$1,460,596
Net deferred loan costs and premiums6,2286,453
Allowance for credit losses(15,979)(15,027)
$1,422,653$1,452,022

At June 30, 2025, the Company was servicing $29.7 million of loans for other financial institutions which are not included in the table above. Also excluded from the table above are net servicing assets of $455 thousand at June 30, 2025, which are recorded in other assets in the Consolidated Balance Sheets. When loans are sold with servicing retained, servicing assets are recorded which represent the Company's right to service loans that were sold. Servicing assets are initially recorded by the Company at fair value and are subsequently amortized in proportion to, and over the period of, estimated net servicing income.

Changes in the allowance for credit losses on loans for thethree and six months ended June 30, 2025 and 2024 and year-ended December 31, 2024 were as follows:

Three Months Ended · Year Ended · Six Months Ended
June 30, · December 31, · June 30,
20252024202420252024
(in thousands)
Balance, beginning$15,282$14,448$14,493$15,027$14,493
Provision for credit losses8563142,5252,002789
Recoveries added to the allowance176424853361609
Credit losses charged to the allowance(335)(172)(2,844)(1,411)(877)
Balance, ending$15,979$15,014$15,027$15,979$15,014

Past due loans by class at June 30, 2025 and December 31, 2024 were as follows:

(in thousands)
30 - 59DaysPast Due60 - 89DaysPast Due90 or MoreDaysPast DueTotal PastDueCurrentTotal Loans90 or MoreDays Past Due StillAccruing
Mortgage real estate loans:
Construction & Secured by Farmland$428$—$—$428$75,632$76,060$—
HELOCs354——35451,67852,032—
Residential First Lien - Investor——9898106,395106,493—
Residential First Lien - Owner Occupied——570570176,430177,000543
Residential Junior Liens488——48810,37710,865—
Commercial - Owner Occupied3,914—2,2116,125282,696288,821—
Commercial - Non-Owner Occupied & Multifamily——11,47411,474361,359372,833—
Commercial and industrial loans:
SBA PPP loans————1616—
Other commercial and industrial loans5056622181,385105,114106,49945
Marine loans801——801195,633196,434—
Consumer loans392678754629,19329,7395
Overdrafts————240240—
Other loans————15,37215,372—
Total$6,882$729$14,658$22,269$1,410,135$1,432,404$593
(in thousands)
30 - 59DaysPast Due60 - 89DaysPast Due90 or MoreDays PastDueTotal PastDueCurrentTotal Loans90 or MorePast DueStillAccruing
Mortgage real estate loans:
Construction & Secured by Farmland$—$—$—$—$95,200$95,200$—
HELOCs21——2150,62550,646—
Residential First Lien - Investor—98—98105,812105,910—
Residential First Lien - Owner Occupied—28247275193,790194,065—
Residential Junior Liens13——1311,17111,184—
Commercial - Owner Occupied2,212——2,212270,024272,236—
Commercial - Non-Owner Occupied & Multifamily————367,680367,680—
Commercial and industrial loans:
SBA PPP loans————2828—
Other commercial and industrial loans92284801,086109,229110,315—
Marine loans————210,095210,095—
Consumer loans673613881730,20031,017—
Overdrafts————309309—
Other loans————11,91111,911—
Total$3,841$216$465$4,522$1,456,074$1,460,596$—

Nonaccrual loans by class at June 30, 2025 and December 31, 2024 were as follows:

June 30, 2025 · December 31, 2024
(in thousands)(in thousands)
Nonaccruals with No Allowance for Credit LossesNonaccrual with an Allowance for Credit LossesNonaccrualLoansNonaccruals with No Allowance for Credit LossesNonaccrual with an Allowance for Credit LossesNonaccrualLoans
Mortgage real estate loans:
Construction & Secured by Farmland$—$—$—$—$—$—
HELOCs348—348———
Residential First Lien - Investor98—98———
Residential First Lien - Owner Occupied523—523347—347
Residential Junior Liens——————
Commercial - Owner Occupied2,925—2,925739—739
Commercial - Non-Owner Occupied & Multifamily—11,47411,474———
Commercial and industrial loans:
SBA PPP loans——————
Other commercial and industrial loans501,2341,284—903903
Marine loans——————
Consumer loans83—8383—83
Overdrafts——————
Other loans——————
Total$4,027$12,708$16,735$1,169$903$2,072

The allowance for credit losses on loans by segment at June 30, 2025 and December 31, 2024 was as follows:

As of and For the Six Months Ended
(in thousands)
Constructionand FarmlandResidentialReal EstateCommercialReal Estate &MultiFamilyCommercialMarineConsumerAll OtherLoansUnallocatedTotal
Allowance for credit losses:
Beginning Balance$2,387$2,318$7,251$1,433$1,279$238$121$—$15,027
Charge-Offs—(30)(971)(134)(114)(90)(72)—(1,411)
Recoveries3252—78—1315—361
Provision(783)(693)3,143120(270)73412—2,002
Ending balance$1,607$1,847$9,423$1,497$895$234$476$—$15,979
Ending balance: Individually evaluated for impairment$—$—$1,147$381$—$—$—$—$1,528
Ending balance: Collectively evaluated for impairment$1,607$1,847$8,276$1,116$895$234$476$—$14,451
Loans:
Ending balance$76,060$346,390$661,654$106,515$196,434$29,739$15,612$—$1,432,404
Ending balance: Individually evaluated for impairment$—$942$14,399$1,234$—$83$—$—$16,658
Ending balance: Collectively evaluated for impairment$76,060$345,448$647,255$105,281$196,434$29,656$15,612$—$1,415,746
As of and For the Year Ended
(in thousands)
Constructionand FarmlandResidentialReal EstateCommercialReal Estate &MultiFamilyCommercialMarineConsumerAll OtherLoansUnallocatedTotal
Allowance for credit losses:
Beginning Balance$772$4,725$6,224$1,027$1,153$198$394$—$14,493
Charge-Offs(94)(277)(7)(238)(1,778)(309)(141)—(2,844)
Recoveries10234716267—15025—853
Provision1,607(2,477)8725771,904199(157)—2,525
Ending balance$2,387$2,318$7,251$1,433$1,279$238$121$—$15,027
Ending balance: Individually evaluated for impairment$—$—$—$248$—$—$—$—$248
Ending balance: Collectively evaluated for impairment$2,387$2,318$7,251$1,185$1,279$238$121$—$14,779
Loans:
Ending balance$95,200$361,805$639,916$110,343$210,095$31,017$12,220$—$1,460,596
Ending balance: Individually evaluated for impairment$—$318$739$908$—$83$—$—$2,048
Ending balance: Collectively evaluated for impairment$95,200$361,487$639,177$109,435$210,095$30,934$12,220$—$1,458,548

The following table presents the amortized cost basis of collateral-dependent loans by loan portfolio segment:

June 30, 2025 · December 31, 2024
(in thousands)(in thousands)
(in thousands)Real Estate CollateralOther CollateralTotalReal Estate CollateralOther CollateralTotal
Mortgage real estate loans:
Construction & Secured by Farmland$—$—$—$—$—$—
HELOCs348—348———
Residential First Lien - Investor98—98———
Residential First Lien - Owner Occupied496—496318—318
Residential Junior Liens——————
Commercial - Owner Occupied2,925—2,925739—739
Commercial - Non-Owner Occupied & Multifamily11,474—11,474———
Commercial and industrial loans:
SBA PPP loans——————
Other commercial and industrial loans—1,2341,234—908908
Marine loans——————
Consumer loans83—8383—83
Overdrafts——————
Other loans——————
$15,424$1,234$16,658$1,140$908$2,048

The Company did not identify any significant changes in the extent to which collateral secures its collateral dependent loans, whether in the form of general deterioration or from other factors during the period ended June 30, 2025.

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually to classify the loans as to credit risk. This analysis is performed on a quarterly basis. The following table presents risk ratings by loan portfolio segment and origination year. Description of these ratings are as follows:

PassPass loans exhibit acceptable history of profits, cash flow ability and liquidity. Sufficient cash flow exists to service the loan. All obligations have been paid by the borrower in an as agreed manner.
Special MentionSpecial mention loans exhibit negative trends and potential weakness that, if left uncorrected, may negatively affect the borrower’s ability to repay its obligations. Loan relationships with stale financial statements at their annual review will also cause a downgrade to special mention until current financials are received and upgrade is approved. The risk of default is not imminent and the borrower still demonstrates sufficient financial strength to service debt.
ClassifiedClassified loans include loans rated Substandard, Doubtful and Loss.
•Substandard loans exhibit well defined weaknesses resulting in a higher probability of default. The borrowers exhibit adverse financial trends and a diminishing ability or willingness to service debt.
•Doubtful loans exhibit all of the characteristics inherent in substandard loans; however given the severity of weaknesses, the collection of 100% of the principal is unlikely under current conditions.
•Loss loans are considered uncollectible over a reasonable period of time and of such little value that its continuance as a bankable asset is not warranted.

Credit quality information by class at June 30, 2025 and gross charge-offs by year of origination for the six months ended June 30, 2025 was as follows:

Term Loans Amortized Cost Basis by Origination Year
(in thousands)20252024202320222021PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
Mortgage real estate loans:
Construction & Secured by Farmland
Pass$8,724$31,497$8,474$12,572$3,717$7,143$3,477$—$75,604
Special Mention——428—————428
Classified—————28——28
Total$8,724$31,497$8,902$12,572$3,717$7,171$3,477$—$76,060
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
HELOCs
Pass$—$—$—$—$—$—$51,644$—$51,644
Special Mention——————40—40
Classified——————348—348
Total$—$—$—$—$—$—$52,032$—$52,032
Current period gross charge-offs$—$—$—$—$—$—$30$—$30
Residential First Lien - Investor
Pass$9,435$6,615$12,056$17,485$25,326$27,614$—$1,177$99,708
Special Mention——690—2,4251,756——4,871
Classified—1,816—98————1,914
Total$9,435$8,431$12,746$17,583$27,751$29,370$—$1,177$106,493
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Residential First Lien - Owner Occupied
Pass$6,637$17,760$49,338$29,458$21,801$47,562$—$295$172,851
Special Mention—42———3,328——3,370
Classified—————779——779
Total$6,637$17,802$49,338$29,458$21,801$51,669$—$295$177,000
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Residential Junior Liens
Pass$939$962$1,740$1,956$2,686$2,193$—$168$10,644
Special Mention——154——67——221
Classified—————————
Total$939$962$1,894$1,956$2,686$2,260$—$168$10,865
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial - Owner Occupied
Pass$11,648$27,703$50,779$72,617$26,973$64,284$1,598$2,989$258,591
Special Mention—2,3117004,2706,16513,859——27,305
Classified————2,925———2,925
Total$11,648$30,014$51,479$76,887$36,063$78,143$1,598$2,989$288,821
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial - Non-Owner Occupied & Multifamily
Pass$20,720$26,200$54,447$79,902$49,932$106,247$4,961$5,036$347,445
Special Mention——2,5714,2164,9542,174——13,915
Classified———7,1204,353———11,473
Total$20,720$26,200$57,018$91,238$59,239$108,421$4,961$5,036$372,833
Current period gross charge-offs$—$—$—$257$714$—$—$—$971
Commercial and industrial loans:
SBA PPP loans
Pass$—$—$—$—$16$—$—$—$16
Special Mention—————————
Classified—————————
Total$—$—$—$—$16$—$—$—$16
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Other commercial and industrial loans
Pass$14,914$24,163$8,195$10,725$5,472$5,889$33,352$2,351$105,061
Special Mention—67505————11583
Classified——834—21———855
Total$14,914$24,230$9,534$10,725$5,493$5,889$33,352$2,362$106,499
Current period gross charge-offs$—$—$81$—$—$—$53$—$134
Marine loans
Pass$—$—$64,811$101,942$29,055$626$—$—$196,434
Special Mention—————————
Classified—————————
Total$—$—$64,811$101,942$29,055$626$—$—$196,434
Current period gross charge-offs$—$—$—$114$—$—$—$—$114
Consumer loans
Pass$1,260$2,145$1,504$10,218$5,055$7,786$1,688$—$29,656
Special Mention—————————
Classified————83———83
Total$1,260$2,145$1,504$10,218$5,138$7,786$1,688$—$29,739
Current period gross charge-offs$—$—$9$2$—$8$71$—$90
Overdrafts
Pass$—$—$—$—$—$—$—$—$—
Special Mention—————————
Classified240———————240
Total$240$—$—$—$—$—$—$—$240
Current period gross charge-offs$72$—$—$—$—$—$—$—$72
Other loans
Pass$4,250$—$47$8,786$—$2,223$66$—$15,372
Special Mention—————————
Classified—————————
Total$4,250$—$47$8,786$—$2,223$66$—$15,372
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Total by Risk Category
Pass$78,527$137,045$251,391$345,661$170,033$271,567$96,786$12,016$1,363,026
Special Mention—2,4205,0488,48613,54421,184401150,733
Classified2401,8168347,2187,382807348—18,645
Total$78,767$141,281$257,273$361,365$190,959$293,558$97,174$12,027$1,432,404
Total current period gross charge-offs$72$—$90$373$714$8$154$—$1,411

Credit quality information by class at December 31, 2024 and gross charge-offs by year of origination for the year ended December 31, 2024 was as follows:

Term Loans Amortized Cost Basis by Origination Year
(in thousands)20242023202220212020PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
Mortgage real estate loans:
Construction & Secured by Farmland
Pass$33,338$25,777$13,722$3,830$4,758$3,908$3,055$—$88,388
Special Mention—6,781——————6,781
Classified—————31——31
Total$33,338$32,558$13,722$3,830$4,758$3,939$3,055$—$95,200
Current period gross charge-offs$—$—$—$—$—$94$—$—$94
HELOCs
Pass$—$—$—$—$—$—$50,454$—$50,454
Special Mention——————192—192
Classified—————————
Total$—$—$—$—$—$—$50,646$—$50,646
Current period gross charge-offs$—$—$—$—$—$—$14$—$14
Residential First Lien - Investor
Pass$7,567$15,074$18,816$27,722$10,729$21,201$—$559$101,668
Special Mention—6963701,053—295——2,414
Classified———————1,8281,828
Total$7,567$15,770$19,186$28,775$10,729$21,496$—$2,387$105,910
Current period gross charge-offs$—$—$—$150$—$—$—$—$150
Residential First Lien - Owner Occupied
Pass$25,982$57,230$33,257$22,387$33,514$19,438$—$387$192,195
Special Mention45623———592——1,260
Classified—————610——610
Total$26,027$57,853$33,257$22,387$33,514$20,640$—$387$194,065
Current period gross charge-offs$—$—$—$—$—$103$—$—$103
Residential Junior Liens
Pass$991$2,191$2,484$2,942$555$1,762$—$175$11,100
Special Mention————70———70
Classified———————1414
Total$991$2,191$2,484$2,942$625$1,762$—$189$11,184
Current period gross charge-offs$—$—$—$—$—$10$—$—$10
Commercial - Owner Occupied
Pass$29,892$32,228$75,213$36,558$21,827$45,648$2,623$2,856$246,845
Special Mention—3643,9955,523—14,770——24,652
Classified———739————739
Total$29,892$32,592$79,208$42,820$21,827$60,418$2,623$2,856$272,236
Current period gross charge-offs$—$—$—$—$—$7$—$—$7
Commercial - Non-Owner Occupied & Multifamily
Pass$28,275$43,596$106,921$55,945$65,561$44,949$5,397$5,834$356,478
Special Mention——1,3847,5841,446788——11,202
Classified—————————
Total$28,275$43,596$108,305$63,529$67,007$45,737$5,397$5,834$367,680
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial and industrial loans:
SBA PPP loans
Pass$—$—$—$28$—$—$—$—$28
Special Mention—————————
Classified—————————
Total$—$—$—$28$—$—$—$—$28
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Other commercial and industrial loans
Pass$28,978$8,605$17,187$4,512$3,324$3,614$37,618$2,064$105,902
Special Mention4111,095—1,915—3—863,510
Classified—903——————903
Total$29,389$10,603$17,187$6,427$3,324$3,617$37,618$2,150$110,315
Current period gross charge-offs$—$32$8$—$63$—$135$—$238
Marine loans
Pass$—$68,970$110,481$30,011$633$—$—$—$210,095
Special Mention—————————
Classified—————————
Total$—$68,970$110,481$30,011$633$—$—$—$210,095
Current period gross charge-offs$—$1,371$199$208$—$—$—$—$1,778
Consumer loans
Pass$2,700$1,987$10,787$5,274$7,221$1,117$1,834$13$30,933
Special Mention—————————
Classified———84————84
Total$2,700$1,987$10,787$5,358$7,221$1,117$1,834$13$31,017
Current period gross charge-offs$—$13$4$47$167$—$78$—$309
Overdrafts
Pass$—$—$—$—$—$—$—$—$—
Special Mention—————————
Classified309———————309
Total$309$—$—$—$—$—$—$—$309
Current period gross charge-offs$141$—$—$—$—$—$—$—$141
Other loans
Pass$—$54$9,500$—$—$2,281$76$—$11,911
Special Mention—————————
Classified—————————
Total$—$54$9,500$—$—$2,281$76$—$11,911
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Total by Risk Category
Pass$157,723$255,712$398,368$189,209$148,122$143,918$101,057$11,888$1,405,997
Special Mention4569,5595,74916,0751,51616,4481928650,081
Classified309903—823—641—1,8424,518
Total$158,488$266,174$404,117$206,107$149,638$161,007$101,249$13,816$1,460,596
Total current period gross charge-offs$141$1,416$211$405$230$214$227$—$2,844

Unfunded Commitments: The Company maintains a separate reserve for credit losses on unfunded commitments, which is included in Other Liabilities on the Consolidated Balance Sheet. The reserve for credit losses on off-balance-sheet credit exposures is adjusted as a provision for credit losses in the Consolidated Statement of Operations. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded, utilizing the same models and approaches for the Company's other loan portfolio segments, as these unfunded commitments share similar risk characteristics as its loan portfolio segments. The Company has identified the unfunded portion of certain lines of credit as unconditionally cancellable credit exposures, meaning the Company can cancel the unfunded commitment at any time. No credit loss estimate is reported for off-balance-sheet credit exposures that are unconditionally cancellable by the Company or for undrawn amounts under such arrangements that maybe drawn prior to the cancellation of the arrangement.

During the three and six months ended June 30, 2025, a reduction to the unfunded commitment reserve of $188 thousand and $101 thousand, respectively, was recorded as a credit to the provision for credit losses in the consolidated statement of operations. During thethree and six months ended June 30, 2024, a reduction to the unfunded commitment reserve of $134 thousand wasrecorded as a credit to the provision for credit losses in the consolidated income statement. The reserve for unfunded commitments at June 30, 2025 and 2024 and December 31, 2024 was $404 thousand, $345 thousand, and $505 thousand, respectively.

Restructurings for Borrowers Experiencing Financial Difficulty: There were no loans to borrowers experiencing financial difficulty that had a payment default during the three and six months ended June 30, 2025 and 2024 and were modified in the twelve months prior to that default. Default is determined at 30 days or more past due, upon charge-off, or upon foreclosure. Modified loans in default are individually evaluated for the allowance of credit losses or if the modified loan is deemed uncollectible, the loan, or a portion of the loan, is written off and the allowance for credit losses is adjusted accordingly.

NOTE 6. Deposits

The composition of deposits at June 30, 2025 and December 31, 2024 was as follows:

June 30, 2025December 31, 2024
(in thousands)
Noninterest bearing demand deposits$574,596$406,180
Savings and interest bearing demand deposits:
NOW accounts$336,653$278,835
Money market accounts262,622269,115
Regular savings accounts129,095131,380
$728,370$679,330
Time deposits:
Balances of less than $250,000$285,217$293,864
Balances of $250,000 and more178,341195,782
$463,558$489,646
$1,766,524$1,575,156

NOTE 7. Leases

Lease liabilities represent the Company’s obligation to make lease payments and are presented at each reporting date as the net present value of the remaining contractual cash flows. Cash flows are discounted at the Company’s incremental borrowing rate in effect at the commencement date of the lease. Right-of-use assets represent the Company’s right to use the underlying asset for the lease term and are calculated as the sum of the lease liability and if applicable, prepaid rent, initial direct costs and any incentives received from the lessor. Right-of-use assets and lease liabilities are included in Other Assets and Other Liabilities, respectively, in the Consolidated Balance Sheets. During the first quarter of 2025, the Company entered into a long-term lease withthe intention of establishing a full-service branch in McLean, Viriginia and moving the Tysons loan production office into the new location. The new lease will replace an expiring lease and resulted in the initial recognition of a right-of-use asset and lease liability of $773 thousand.

The Company’s six long-term lease agreements are classified as operating leases. These leases offer the option to extend the lease term and the Company has included such extensions in its calculation of the lease liability to the extent the options are reasonably certain of being exercised. The lease agreements do not provide for a residual value guarantee and have no restrictions or covenants that would impact dividends or require incurring additional financial obligations.

The following tables present information about the Company’s leases:

(dollars in thousands)
June 30, 2025 · December 31, 2024
Lease liabilities$10,200$9,779
Right-of-use assets$9,843$9,465
Weighted average remaining lease term12 years12 years
Weighted average discount rate4.23%4.16%
Three Months Ended · Six Months Ended
Lease CostJune 30, 2025June 30, 2024June 30, 2025June 30, 2024
Operating lease cost$310$132$594$264
Short-term lease cost3477
Total lease cost$313$136$601$271
Cash paid for amounts included in the measurement of lease liabilities$257$119$508$239

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liabilities is as follows:

(dollars in thousands)As of
Lease payments dueJune 30, 2025
2025, remainder$560
20261,021
20271,035
20281,058
20291,083
Thereafter8,564
Total undiscounted cash flows$13,321
Discount(3,121)
Lease liabilities$10,200

NOTE 8. Fair Value Measurements

GAAP requires the Company to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

“Fair Value Measurements” defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•Level 1Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
•Level 2Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
•Level 3Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The following section provides a description of the valuation methodologies used for instruments measured at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy:

Securities Available for Sale: Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would include highly liquid government bonds, mortgage products and exchange traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flow. Level 2 securities would include U.S. agency securities, mortgage-backed agency securities, obligations of states and political subdivisions and certain corporate, asset backed and other securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy.

Derivative instruments are recorded at fair value on a recurring basis. The Company utilizes derivative instruments as part of the management of interest rate risk to modify the re-pricing characteristics of certain portions of the Company’s interest-bearing assets and liabilities. The Company has contracted with a third-party vendor to provide valuations for derivatives using standard valuation techniques and therefore classifies such valuations as Level 2. The Company has considered counterparty credit risk in the valuation of its derivative assets and has considered its own credit risk in the valuation of its derivative liabilities.

The following table presents balances of financial assets and liabilities measured at fair value on a recurring basis at June 30, 2025 and December 31, 2024:

Fair Value Measurements at
Using
Balance as of · Quoted Pricesin ActiveMarkets forIdentical Assets · SignificantOtherObservableInputs · SignificantUnobservableInputs
June 30, 2025 · (Level 1) · (Level 2) · (Level 3)
(in thousands)
Assets:
Securities available for sale
Obligations of U.S. government corporations and agencies$7,934$—$7,934$—
U.S. Treasury securities9,956—9,956—
Mortgage-backed securities77,5815,01772,564—
Collateralized mortgage obligations22,69222,692
Subordinated debt2,744—2,744—
Derivative:
Interest rate swaps on loans1,079—1,079—
Total assets at fair value$121,986$5,017$116,969$—
Liabilities:
Interest rate swaps on loans$1,079$—$1,079$—
Fair value swap45—45—
Total liabilities at fair value$1,124$—$1,124$—
Fair Value Measurements at
Using
Balance as of · Quoted Pricesin ActiveMarkets forIdentical Assets · SignificantOtherObservableInputs · SignificantUnobservableInputs
December 31, 2024 · (Level 1) · (Level 2) · (Level 3)
(in thousands)
Assets:
Securities available for sale
Obligations of U.S. government corporations and agencies$7,668$—$7,668$—
Mortgage-backed securities104,967—104,967—
Obligations of states and political subdivisions4,645—4,645—
Subordinated debt4,050—4,050—
Derivative:
Interest rate swaps on loans1,4661,466
Fair value swap93—93—
Total assets at fair value$122,889$—$122,889$—
Liabilities:
Interest rate swaps on loans$1,466$—$1,466$—
Total liabilities at fair value$1,466$—$1,466$—

Certain financial assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower of cost or market accounting or write downs of individual assets.

The following describes the valuation techniques used by the Company to measure certain financial and nonfinancial assets recorded at fair value on a nonrecurring basis in the financial statements:

Loans Held for Sale: Loans held for sale are carried at the lower of cost or market value. These loans currently consist of one-to-four family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). The Company records any fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale duringsix months ended June 30, 2025 and the year ended December 31, 2024.

Individually Evaluated Collateral-Dependent Loans: The estimated fair value of individually evaluated collateral-dependent loans is based on the value of the underlying collateral or the value of the underlying collateral, less estimated cost to sell, as appropriate. Collateral is generally real estate; however, collateral may include vehicles, marine vessels, equipment, inventory, accounts receivable, and/or other business assets. The value of real estate collateral is determined using a market valuation approach based on an appraisal conducted by an independent, licensed appraiser. The value of other assets may also be based on an appraisal, market quotations, aging schedules or other sources. Collateral-dependent individually evaluated loans are classified within Level 3 of the fair value hierarchy. Any fair value adjustments are recorded in the period incurred as a provision for credit losses on the Consolidated Statements of Operations. At June 30, 2025 collateral-dependent loans totaling $12.7 million were individually evaluated and being carried at fair value of $11.2 million, the majority of which represents one relationship consisting of four non-owner occupied commercial real estate loans totaling $11.5 million. The remaining collateral-dependent loans of $1.2 million at June 30, 2025 were commercial business loans collateralized by equipment. At December 31, 2024 there were two collateral-dependent relationships totaling $908 thousand, which were individually evaluated and being carried at fair value of $659 thousand. These two relationships consist of four commercial business loans collateralized by equipment.

Other Real Estate Owned: Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at the fair value of the property, less estimated selling costs, establishing a new costs basis. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for credit losses. Costs of significant property improvements are capitalized, whereas costs relating to holding property are expensed. The portion of interest costs relating to development of real estate is capitalized. Valuations are periodically obtained by management, and any subsequent write-downs are recorded as a charge to operations, if necessary, to reduce the carrying value of a property to fair value less cost to sell. The fair value measurement of real estate held in other real estate owned is assessed in the same manner as collateral-dependent loans described above. We believe that the fair value follows the provisions of GAAP. The Company heldno other real estate owned at June 30, 2025 or December 31, 2024.

Repossessed Assets: Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at the fair value of the asset, less estimated selling costs, establishing a new costs basis. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for credit losses. Costs of significant improvements are capitalized, whereas costs relating to holding assets are expensed. Valuations are periodically obtained by management, and any subsequent write-downs are recorded as a charge to operations, if necessary, to reduce the carrying value of an asset to fair value less cost to sell. The fair value measurement of repossessed assets is assessed in the same manner as collateral dependent loans described above. We believe that the fair value follows the provisions of GAAP. The Company held $186 thousand and $514 thousand at June 30, 2025 and December 31, 2024, respectively. Repossessed assets are included in other assets in the Consolidated Balance Sheets.

The following table summarizes the Company's financial and nonfinancial assets that were measured at fair value on a nonrecurring basis at June 30, 2025 and December 31, 2024.

Carrying value at
Balance as ofIdenticalAssetsObservableInputsUnobservableInputs
June 30, 2025(Level 1)(Level 2)(Level 3)
(in thousands)
Financial Assets:
Collateral-dependent loans$11,180$—$—$11,180
Nonfinancial Assets:
Repossessed assets186——186
Carrying value at
Balance as ofQuoted Pricesin ActiveMarketsfor IdenticalAssetsSignificantOtherObservableInputsSignificantUnobservableInputs
December 31, 2024(Level 1)(Level 2)(Level 3)
(in thousands)
Financial Assets:
Collateral-dependent loans$659$—$—$659
Nonfinancial Assets:
Repossessed assets514——514

The following table displays quantitative information about Level 3 Fair Value Measurements for certain financial and nonfinancial assets measured at fair value on a nonrecurring basis for June 30, 2025 and December 31, 2024.

Quantitative information about Level 3 Fair Value Measurements
Valuation Technique(s)Unobservable InputRangeWeighted Average (1)
Assets:
Collateral dependent individually evaluated loansDiscounted valueSelling cost and appraisal discount3% - 31%5 %
Repossessed assetsDiscounted appraised valueSelling cost10 %10 %
Quantitative information about Level 3 Fair Value Measurements
Valuation Technique(s)Unobservable InputRangeWeighted Average (1)
Assets:
Collateral dependent individually evaluated loansDiscounted valueSelling cost and appraisal discount16 %16 %
Repossessed assetsDiscounted appraised valueSelling cost10 %10 %

(1) Weighted based on the relative fair value of the specific items measured at fair value.

The carrying value and fair value of the Company’s financial instruments at June 30, 2025 and December 31, 2024 were as follows:

Fair Value Measurements at
Using
CarryingValueas of · Quoted Pricesin ActiveMarkets forIdenticalAssets · SignificantOtherObservableInputs · SignificantUnobservableInputs · Fair Valueas of
June 30, 2025 · (Level 1) · (Level 2) · (Level 3) · June 30, 2025
(in thousands)
Financial assets:
Cash and short-term investments$396,002$396,002$—$—$396,002
Securities120,9075,017115,890—120,907
Restricted investments3,786—3,786—3,786
Loans held for sale3,3023,302—3,302
Loans, net1,422,653——1,331,4841,331,484
Bank owned life insurance31,172—31,172—31,172
Accrued interest receivable5,009—5,009—5,009
Derivative assets1,079—1,079—1,079
Financial liabilities:
Deposits$1,766,524$—$1,767,145$—$1,767,145
Federal funds purchased172172——172
Federal Home Loan Bank advances, long-term40,000—40,276—40,276
Subordinated debt, net of unamortized issuance costs29,545—25,752—25,752
Accrued interest payable1,374—1,374—1,374
Derivative liabilities1,124—1,124—1,124
Fair Value Measurements at
Using
Carrying Valueas ofQuoted Pricesin ActiveMarkets forIdenticalAssetsSignificantOtherObservableInputsSignificantUnobservableInputsFair Valueas of
December 31, 2024(Level 1)(Level 2)(Level 3)December 31, 2024
(in thousands)
Financial assets:
Cash and short-term investments$193,159$193,159$—$—$193,159
Securities121,330—121,330—121,330
Restricted Investments7,557—7,557—7,557
Loans held for sale2,660—2,660—2,660
Loans, net1,452,022——1,358,7341,358,734
Bank owned life insurance30,621—30,621—30,621
Accrued interest receivable5,149—5,149—5,149
Derivative assets1,559—1,559—1,559
Financial liabilities:
Deposits$1,575,156$—$1,575,743$—$1,575,743
Federal Home Loan Bank advances, short-term25,000—25,006—25,006
Federal Home Loan Bank advances, long-term95,000—95,242—95,242
Subordinated debt, net of unamortized issuance costs29,512—26,148—26,148
Accrued interest payable2,249—2,249—2,249
Derivative liabilities1,466—1,466—1,466

NOTE 9. Change in Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss includes unrealized gains and losses on available for sale securities and changes in benefit obligations and plan assets for the post retirement benefit plan. Changes to accumulated other comprehensive loss are presented net of their tax effect as a component of equity. Reclassifications out of accumulated other comprehensive loss are recorded in the Consolidated Statements of Operations either as a gain or loss.

Changes to accumulated other comprehensive loss by component are shown in the following table for the periods indicated:

Three Months Ended
June 30,
20252024
UnrealizedGains andLosses onAvailablefor SaleSecuritiesChange inBenefitObligationsand PlanAssets forthe PostRetirementBenefitPlanTotalUnrealizedGains andLosses onAvailablefor SaleSecuritiesChange inBenefitObligationsand PlanAssets forthe PostRetirementBenefitPlanTotal
(dollars in thousands) · (dollars in thousands)
April 1$(6,632)$5$(6,627)$(19,827)$10$(19,817)
Other comprehensive (loss) income before reclassifications(848)—(848)1,334—1,334
Tax effect of current period changes179—179(280)—(280)
Current period changes net of taxes(669)—(669)1,054—1,054
June 30$(7,301)$5$(7,296)$(18,773)$10$(18,763)
Six Months Ended
June 30,
20252024
UnrealizedGains andLosses onAvailablefor SaleSecuritiesChange inBenefitObligationsand PlanAssets forthe PostRetirementBenefitPlanTotalUnrealizedGains andLosses onAvailablefor SaleSecuritiesChange inBenefitObligationsand PlanAssets forthe PostRetirementBenefitPlanTotal
(dollars in thousands) · (dollars in thousands)
January 1$(18,645)$5$(18,640)$(18,020)$14$(18,006)
Other comprehensive income (loss) before reclassifications26,783—26,783(953)(5)(958)
Reclassification of realized losses into earnings(12,425)—(12,425)———
Tax effect of current period changes(3,014)—(3,014)2001201
Current period changes net of taxes11,344—11,344(753)(4)(757)
June 30$(7,301)$5$(7,296)$(18,773)$10$(18,763)

For the six months ended June 30, 2025, the reclassification out of accumulated other comprehensive loss represents the realized loss on the sale of available for sale securities, which appears as loss on the sale of securities in the Consolidated Statements of Operations. The tax benefit related to this reclassification was $2.6 million and was included in income tax expense in the Consolidated Statements of Operations.

NOTE 10. Other Real Estate Owned & Repossessed Assets

The following table is a summary of other real estate owned (“OREO”) and repossessed asset activity for thesix months ended June 30, 2025 and 2024 and the year ended December 31, 2024:

Six Months EndedYear EndedSix Months Ended
June 30,December 31,June 30,
202520242024
(in thousands)
Balance, beginning$514$304$304
Transfer from loans186525111
Sales proceeds(381)(111)(12)
Loss on sales(133)(204)—
Valuation adjustments———
Balance, ending$186$514$403

The balance at June 30, 2025 and December 31, 2024 represents repossessed marine vessels and at June 30, 2024, the balance represents repossessed assets including a marine vessel and commercial vehicles.

There was one loan collateralized by residential real estate with a balance of $98 thousandin the process of foreclosure at June 30, 2025 andnone at December 31, 2024.

NOTE 11. Qualified Affordable Housing Project Investments

The Company invests in qualified affordable housing projects. The general purpose of these investments is to encourage and assist participants in investing in low-income residential rental properties located in the Commonwealth of Virginia, develop and implement strategies to maintain projects as low-income housing, provide tax credits and other tax benefits to investors, and to preserve and protect project assets.

At June 30, 2025 and December 31, 2024, the balance of the investment for qualified affordable housing projects was $1.1 million and $1.3 million, respectively. These balances are reflected in other assets on the Consolidated Balance Sheets. Total unfunded commitments related to the investments in qualified affordable housing projects totaled zero at both June 30, 2025 and December 31, 2024.

During the three months ended June 30, 2025 and June 30, 2024, the Company recognized amortization expense of $67 thousand and $74 thousand, respectively. Amortization expense during thesix months ended June 30, 2025 and 2024 was $134 thousand and $147 thousand, respectively. Amortization expense is included in income tax expense on the Consolidated Statements of Operations.

Total estimated credits to be received during 2025 are$275 thousand based on the most recent quarterly estimates received from the funds. Total tax credits and other tax benefits recognized during the six months ended June 30, 2025 and 2024, were$138 thousand and $153 thousand, respectively.

NOTE 12. Recent Accounting Pronouncements and Other Authoritative Guidance

Pending Adoption

In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-09, "Income Taxes (Topic 740), Improvements to Income Tax Disclosures." The amendments in this ASU 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 was effective for the Company on January 1, 2025 and will be presented in its annual financial statements on Form 10-K for the year ended December 31, 2025. The Company does not expect there to be a material impact on its consolidated financial statements.

Other accounting standards that have been issued by the FASB or other standards-setting bodies are not currently expected to have a material effect on the Company's financial position, results of operations or cash flows.

NOTE 13. Revenue Recognition

Substantially all of the Company's revenue from contracts with customers that is within the scope of ASC 606, "Revenue from Contracts with Customers" is reported within noninterest income. A limited amount of other in-scope items such as gains and losses on other real estate owned are recorded in noninterest expense. The recognition of interest income and certain sources of noninterest income (e.g. gains on securities transactions, bank owned life insurance income, etc.) are governed by other areas of U.S. GAAP. Significant revenue streams that are within the scope of ASC 606 and included in noninterest income are discussed in the following paragraphs.

Income from Fiduciary Activities

Trust asset management fee income is primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to customers’ accounts. The Company does not earn performance-based incentives. Optional services such as real estate sales and tax return preparation services are also available to existing trust and asset management customers. The Company’s performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e., as incurred). Payment is received shortly after services are rendered.

Service Charges on Deposit Accounts

Service charges on deposit accounts are principally comprised of overdrawn account fees, account maintenance charges and other activity based fees. The Company’s performance obligations on revenue generated from deposit accounts are generally satisfied immediately, when the transaction occurs, or by month-end. Typically, the duration of a contract does not extend beyond the services performed. Due to the short duration of most customer contracts which generate these sources of noninterest income, no significant judgments must be made in the determination of the amount and timing of revenue recognized.

Other Service Charges and Fees

The majority of the Company’s noninterest income is derived from short term contracts associated with services provided for other ancillary services such as ATM fees, brokerage commissions and loan servicing fees. The Company’s performance obligations on revenue generated from these ancillary services are generally satisfied immediately, when the transaction occurs, or by month-end. Typically, the duration of a contract does not extend beyond the services performed. Due to the short duration of most customer contracts which generate these sources of noninterest income, no significant judgments must be made in the determination of the amount and timing of revenue recognized.

The Company earns interchange fees from credit cardholder transactions conducted through the Visa payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized no less than monthly.

Noninterest income (loss) disaggregated by major source, for thethree and six months ended June 30, 2025 and 2024 consisted of the following:

Three Months EndedJune 30,Six Months EndedJune 30,
2025202420252024
(in thousands)
Noninterest income (loss):
Wealth management fees (1):
Trust asset management fees$1,320$1,041$2,629$2,064
Brokerage commissions330232702665
Service charges on deposit accounts (1):
Overdrawn account fees390348764703
Monthly and other service charges127108245207
Other service charges and fees:
Interchange fees (1)9208821,7651,707
ATM fees (1)10194183173
Other charges and fees (2)3918884253
(Loss) on the sale and disposal of bank premises and equipment (1)—(11)(16)(11)
(Loss) on sale of securities——(12,425)—
Gain on sale of loans1,1044921,533653
Small business investment company income133259153385
Bank owned life insurance income278269551537
Other operating income (3)175403195449
Total noninterest income (loss)$4,917$4,305$(3,637)$7,785

(1)

Income within the scope of Topic 606.

(2)

Includes income within the scope of Topic 606 of $61 thousand and $196 thousand for thethree months ended June 30, 2025 and 2024, respectively, and $94 thousand and $231 thousand for thesix months ended June 30, 2025 and 2024, respectively. The remaining balances are outside the scope of Topic 606.

(3)

Includes income within the scope of Topic 606 of $142 thousand and $392 thousand for thethree months ended June 30, 2025 and 2024, respectively and $171 thousand and $429 thousand for thesix months ended June 30, 2025 and 2024, respectively. The remaining balances are outside the scope of Topic 606.

Contract Balances

The Company’s noninterest revenue streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of June 30, 2025 and December 31, 2024, the Company did not have any significant contract balances.

NOTE 14. Borrowings

On March 31, 2022, the Company entered into Subordinated Note Purchase Agreements with certain purchasers pursuant to which the Company issued and sold $30.0 million in aggregate principal amount of its 4.50% Fixed-to-Floating Rate Subordinated Notes due April 1, 2032 (the “Notes”).

The Notes were structured to qualify as Tier 2 capital for regulatory capital purposes at the holding company and bear an initial interest rate of 4.50% until April 1, 2027, with interest during this period payable semi-annually in arrears. From and including April 1, 2027, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual floating rate equal to three-month SOFR, plus 2.35%, with interest during this period payable quarterly in arrears. The Notes are redeemableby the Company at its option, in whole or in part, on or after April 1, 2027. Initial debt issuance costs were $673 thousand. The debt balance of $30.0 million is presented net of unamortized issuance costs of $455 thousand at June 30, 2025.

The Company had $40.0 million in total borrowings with the Federal Home Loan Bank of Atlanta ("FHLB") at June 30, 2025, classified as long-term borrowings. The interest rate on the $40 million long-term borrowings with the FHLB is 4.83% and is due in 2026. At December 31, 2024, the Company had $95.0 million in long-term and $25.0 million in short-term outstanding borrowings with the FHLB. The Company had $80.5 million in irrevocable letters of credit at June 30, 2025 with the FHLB to secure public deposits.

NOTE 15. Derivatives

The Company uses derivative financial instruments primarily to manage risks to the Company associated with changing interest rates, and to assist customers with their risk management objectives. Derivative contracts that are not designated in a qualifying hedging relationships include customer accommodation loan swaps.

On August 15, 2024, the Company executed a 2-year,3.862% pay-fixed portfolio layer method fair value swap, designated as a hedging instrument, with a total notional amount of $35.0 million. The Company receives a variable rate equal to the daily secured overnight financing rate ("SOFR"). This swap will terminate on August 15, 2026. The Company designated the fair value swap under the portfolio layer method ("PLM"). Under this method, the hedged item is designated as a hedged layer of a closed portfolio of financial loans that is anticipated to remain outstanding for the designated hedged period. Adjustments will be made to record the swap at fair value as either an other asset or other liability on the Consolidated Balance Sheets, with changes in fair value recognized in net loans. The carrying value of the fair value swap on the Consolidated Balance Sheets will also be adjusted through loan interest income, based on changes in the fair value attributable to changes in the hedged risk.

The following table represents the carrying value of the portfolio layer method hedged asset and the cumulative fair value hedging adjustment included in the carrying value of the hedged asset as of June 30, 2025 and December 31, 2024.

June 30, 2025December 31, 2024
Carrying Amount of Hedged AssetCumulative Amount of Fair Value AdjustmentCarrying Amount of Hedged AssetCumulative Amount of Fair Value Adjustment
(in thousands)
Loans receivable (1)$35,060$60$34,916$(84)

(1) These amounts include the amortized cost basis of closed portfolios of fixed rate loans used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolio anticipated to be outstanding for the hedged period. As of June 30, 2025, the amortized cost basis of the closed portfolio used in this hedging relationship was$493.4 million and the cumulative basis adjustment associated with this hedging relationship was $60 thousand. At June 30, 2025, the amount of the designated hedged item was $35.0 million.

The following table summarizes the effect of the fair value hedging relationship recognized in the Consolidated Statements of Operations for thethree and six months ended June 30, 2025.

Three Months EndedSix Months Ended
June 30,June 30,
20252025
(in thousands)
Hedged asset$41$83
Fair value derivative designated as hedging instrument35
Total gain recognized in the consolidated statement of operations within interest and fees on loans$44$88

The Company enters into interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Bank simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and offsetting terms. The net result of these interest rate swaps is that the customer pays a fixed rate of interest and the Company receives a floating rate. These back-to-back loan swaps are derivative financial instruments and are reported at fair value in “other assets” and “other liabilities” in the Consolidated Balance Sheets. Changes in the fair value of loan swaps are recorded in other noninterest income and sum to zero because of the offsetting terms of the swaps with borrowers and the swaps with dealer counterparties.

The following tables summarize key elements of the Company's derivative instruments at June 30, 2025 and December 31, 2024.

Notional AmountAssetsLiabilities
(in thousands)
Derivatives designated as hedging instruments:
Fair value swap$35,000$—$45
Derivatives not designated as hedging instruments:
Customer-related interest rate swap contracts:
Matched interest rate swaps with borrower$37,590$530$549
Matched interest rate swaps with counterparty37,590549530
Notional AmountAssetsLiabilities
(in thousands)
Derivatives designated as hedging instruments:
Fair value swap$35,000$93$—
Derivatives not designated as hedging instruments:
Customer-related interest rate swap contracts:
Matched interest rate swaps with borrower$44,203$276$1,190
Matched interest rate swaps with counterparty44,2031,190276

NOTE 16. Business Segments

The Company has three reportable operating segments: community banking, marine lending and wealth management.

The community banking segment offers a wide range of retail and community banking services in the form of loan and deposit products. Revenues consist primarily of net interest income related to investments in non-marine loans and securities and outstanding deposits and borrowings, fees earned on deposit accounts and debit card interchange activity. During the first quarter of 2025 the Company sold available for sale securities with an amortized cost of $99.2 million, which resulted in a net realized pre-tax loss of $12.4 million. This loss on the sale of securities is the main driver of the community banking segment's reported net loss, total noninterest loss and income tax benefit for thesix months ended June 30, 2025.

Revenue from marine lending operations consist primarily of net interest income related to commercial and consumer marine vessel loans originated through August 2023, at which time the Company ceased accepting new marine lending business. The balance of the marine loan portfolio, which constitutes a significant portion of the Company's assets, revenues, and earnings, totaled $196.4 million and $210.1 million at June 30, 2025 and December 31, 2024, respectively. This balance will continue to decline as the loans are repaid.

The wealth management segment offers both a trust department and investment services. Trust department services include a full range of personal and retirement plan services, and investment services products include, among other products, annuities, IRA's, life insurance, fixed income investing, and full service or discount brokerage services. Non-deposit investment products are offered through a third-party service provider.

Financial information of the parent company is included in the "All Other" category. The parent company's revenue and expenses are comprised primarily of interest expense associated with subordinated debt.

The Company's segment structure reflects the financial information and reports used by our chief operating decision maker to make decisions regarding the business, including resource allocations and performance. Our Chief Executive Officer is the chief operating decision maker ("CODM"). We evaluate performance and allocate resources based on the operating income of each operating segment. The CODM uses segment operating income in the annual budget process. The operating income of each operating segment includes the revenues of the segment less expenses that are directly related to those revenues. Operating overhead, shared costs and share-based compensation costs are included in Community Banking. As such, expenses may not be representative of the costs expected to be incurred if the specific business segments operated as stand-alone entities. The Company expects it will continue to evaluate its business segments and internal reporting structure, including the production of discrete financial information to the CODM.

The following tables provide income and asset information as of June 30, 2025 and December 31, 2024 and for three and six months ended June 30, 2025 and 2024, which are included within the Consolidated Balance Sheets and Consolidated Statements of Operations.

Three Months Ended
Community BankingMarine LendingWealth ManagementAll OtherEliminationsConsolidated
(in thousands)
Interest Income$22,158$2,657$—$—$—$24,815
Interest Expense7,7241,038—355—9,117
Net Interest Income (Expense)14,4341,619—(355)—15,698
Gain on sales of loans1,104————1,104
Other noninterest income2,120—1,693——3,813
Net Revenue (Expense)17,6581,6191,693(355)—20,615
Provision for (recovery of) credit losses794(126)———668
Salaries and employee benefits7,276—54326—7,845
Occupancy expenses577—21——598
Professional fees52110—110—641
Data processing fees618—15——633
Other noninterest expense3,34711619722—3,682
Total Noninterest Expenses12,339126776158—13,399
Income (loss) before taxes4,5251,619917(513)—6,548
Income tax expense (benefit)855339192(108)—1,278
Net Income (Loss)$3,670$1,280$725$(405)$—$5,270
Other data:
Capital expenditures$262$—$—$—$—$262
Depreciation and amortization447—2517—489
Three Months Ended
Community BankingMarine LendingWealth ManagementAll OtherEliminationsConsolidated
(in thousands)
Interest Income$18,558$3,180$—$—$—$21,738
Interest Expense7,8151,412—355—9,582
Net Interest Income (Expense)10,7431,768—(355)—12,156
Gain on sales of loans492————492
Other noninterest income2,540—1,273——3,813
Net Revenue (Expense)13,7751,7681,273(355)—16,461
Provision for (recovery of) credit losses207(26)———181
Salaries and employee benefits6,912—41625—7,353
Occupancy expenses448—22——470
Professional fees43813—60—511
Data processing fees557—1——558
Other noninterest expense3,25012223610—3,618
Total Noninterest Expenses11,60513567595—12,510
Income (loss) before taxes1,9631,659598(450)—3,770
Income tax expense (benefit)205349125(94)—585
Net Income (Loss)$1,758$1,310$473$(356)$—$3,185
Other data:
Capital expenditures$421$—$—$—$—$421
Depreciation and amortization245—3117—$293
Six Months Ended
Community BankingMarine LendingWealth ManagementAll OtherEliminationsConsolidated
(in thousands)
Interest Income$42,954$5,363$—$—$—$48,317
Interest Expense16,3402,234—709—19,283
Net Interest Income (Expense)26,6143,129—(709)—29,034
Gain on sales of loans1,533————1,533
(Loss) on the sale of securities(12,425)————(12,425)
Other noninterest income3,838—3,417——7,255
Net Revenue (Expense)19,5603,1293,417(709)—25,397
Provision for (recovery of) credit losses2,171(270)———1,901
Salaries and employee benefits13,971—1,00152—15,024
Occupancy expenses1,219—41——1,260
Professional fees1,02010—174—1,204
Data processing fees1,148—35——1,183
Other noninterest expense6,69322038222—7,317
Total Noninterest Expenses24,0512301,459248—25,988
(Loss) income before taxes(6,662)3,1691,958(957)—(2,492)
Income tax (benefit) expense(1,651)665411(213)—(788)
Net (Loss) Income$(5,011)$2,504$1,547$(744)$—$(1,704)
Other data:
Capital expenditures$799$—$—$—$—$799
Depreciation and amortization841—5734—932
Six Months Ended
Community BankingMarine LendingWealth ManagementAll OtherEliminationsConsolidated
(in thousands)
Interest Income$36,999$6,642$—$—$—$43,641
Interest Expense15,5092,852—709—19,070
Net Interest Income (Expense)21,4903,790—(709)—24,571
Gain on sales of loans653————653
(Loss) on the sale of securities——————
Other noninterest income4,403—2,729——7,132
Net Revenue (Expense)26,5463,7902,729(709)—32,356
Provision for credit losses293363———656
Salaries and employee benefits13,6242284250—14,538
Occupancy expenses994—45——1,039
Professional fees85613—148—1,017
Data processing fees1,121—2——1,123
Other noninterest expense6,38431845810—7,170
Total Noninterest Expenses22,9793531,347208—24,887
Income (loss) before taxes3,2743,0741,382(917)—6,813
Income tax expense (benefit)321646290(177)—1,080
Net Income (Loss)$2,953$2,428$1,092$(740)$—$5,733
Other data:
Capital expenditures$512$—$3$—$—$515
Depreciation and amortization583—6334—680
Community BankingMarine LendingWealth ManagementAll OtherEliminationsConsolidated
Total assets at June 30, 2025$1,827,117$202,276$890$4,797$—$2,035,080
Total assets at December 31, 20241,645,219218,0559551,986—1,866,215
ContentsView on SEC.gov

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