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For the period ended Jun 30, 2024. Filed Aug 2, 2024.

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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, 2024 · Filed Aug 2, 2024

HBCP$61.72+1.3%Stored close · as of Nov 9, 2026

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Notes to Unaudited Consolidated Financial Statements

  1. Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company were prepared in accordance with instructions for Form 10-Q and Regulation S-X and do not include information or footnotes necessary for a complete presentation of financial condition, results of operations, comprehensive income, changes in shareholders’ equity and cash flows in conformity with accounting principles generally accepted in the United States of America. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial statements have been included. Certain reclassifications have been made to prior period balances to conform to the current period presentation. The results of operations for the three and six months ended June 30, 2024 and 2023 are not necessarily indicative of the results which may be expected for the entire fiscal year. These statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2023.

Critical Accounting Policies and Estimates

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties and could reflect materially different results under different assumptions and conditions. Methodologies the Company uses when applying critical accounting policies and developing critical accounting estimates are included in its Annual Report on Form 10-K for the year ended December 31, 2023.

There have been no material changes from the critical accounting policies previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. In preparing its financial statements, the Company is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to prior period balances to conform to the current period presentation.

  1. Recent Accounting Pronouncements

Accounting Standards Adopted in 2024

Accounting Standard Update (“ASU”) ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("ASU 2022-03"). ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. ASU 2022-03 also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction and requires certain new disclosures for equity securities subject to contractual sale restrictions. ASU 2022-03 is effective for fiscal years and interim periods after December, 15, 2023, though early adoption is permitted. The adoption of ASU 2022-03 did not have a significant impact on our consolidated financial statements.

ASU 2023-01, Leases (Topic 842): Common Control Arrangements: (“ASU 2023-01”) clarifies the accounting for leasehold improvements associated with common control leases to public business entities. This update is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The adoption of ASU 2023-01 did not have a significant impact on our Consolidated Financial Statements.

ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (“ASU 2023-02”) permits reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. This update is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The adoption of ASU 2023-02 did not have a significant impact on our Consolidated Financial Statements.

Issued but Not Yet Adopted Accounting Standards

ASU 2023-06, "Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative" ("ASU 2023-06") related to disclosure or presentation requirements for various subtopics in the

FASB’s Accounting Standards Codification (“Codification”). The amendments in the update are intended to align the requirements in the Codification with the U.S. Securities and Exchange Commission's (“SEC”) regulations and facilitate the application of GAAP for all entities. The effective date for each amendment is the date on which the SEC's removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or if the SEC has not removed the requirements by June 30, 2027, this amendment will be removed from the Codification and will not become effective for any entity. Early adoption is prohibited. We do not expect this update to have a material impact on our consolidated financial statements.

ASU No. 2023-07, "Improvements to Reportable Segment Disclosures" ("ASU 2023-07") primarily will require enhanced disclosures about significant segment expenses. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and are to be applied on a retrospective basis. We do not expect this update to have a material impact on our consolidated financial statements.

ASU No. 2023-09, "Improvements to Income Tax Disclosures" ("ASU 2023-09") is intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. We do not expect it to have a material effect on our consolidated financial statements.

  1. Investment Securities

The following tables summarize the Company’s available for sale and held to maturity investment securities at June 30, 2024 and December 31, 2023.

(dollars in thousands)Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
Available for sale:
U.S. agency mortgage-backed$300,106$34$32,700$267,440
Collateralized mortgage obligations79,469—3,90075,569
Municipal bonds53,676—7,97645,700
U.S. government agency18,794—1,24117,553
Corporate bonds6,983—7736,210
Total available for sale$459,028$34$46,590$412,472
Held to maturity:
Municipal bonds$1,065$1$5$1,061
Total held to maturity$1,065$1$5$1,061
(dollars in thousands)Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
Available for sale:
U.S. agency mortgage-backed$314,569$91$30,807$283,853
Collateralized mortgage obligations82,76413,50379,262
Municipal bonds53,89147,22146,674
U.S. government agency19,151—1,10218,049
Corporate bonds6,982—8946,088
Total available for sale$477,357$96$43,527$433,926
Held to maturity:
Municipal bonds$1,065$1$—$1,066
Total held to maturity$1,065$1$—$1,066

The estimated fair value and amortized cost by contractual maturity of the Company’s investment securities as of June 30, 2024 are shown in the following tables. Securities are classified according to their contractual maturities without consideration of principal amortization, potential prepayments or call options. The expected maturity of a security may differ from its contractual maturity because of prepayments or the exercise of call options. Accordingly, actual maturities may differ from contractual maturities. The Company’s investment securities portfolio had an effective duration of 4.0 years and 4.2 years at June 30, 2024 and December 31, 2023, respectively.

(dollars in thousands)One Year or LessAfter One Year through Five YearsAfter Five Years through Ten YearsAfter Ten YearsTotal
Fair Value
Available for sale:
U.S. agency mortgage-backed$3,937$81,160$63,017$119,326$267,440
Collateralized mortgage obligations1,23857,37949216,46075,569
Municipal bonds—4,56229,30811,83045,700
U.S. government agency—5,04812,29321217,553
Corporate bonds——6,210—6,210
Total available for sale$5,175$148,149$111,320$147,828$412,472
Held to maturity:
Municipal bonds$—$1,061$—$—$1,061
Total held to maturity$—$1,061$—$—$1,061
(dollars in thousands)One Year or LessAfter One Year through Five YearsAfter Five Years through Ten YearsAfter Ten YearsTotal
Amortized Cost
Available for sale:
U.S. agency mortgage-backed$4,027$88,928$67,695$139,456$300,106
Collateralized mortgage obligations1,26360,08552017,60179,469
Municipal bonds—4,87634,74714,05353,676
U.S. government agency—5,11813,46321318,794
Corporate bonds——6,983—6,983
Total available for sale$5,290$159,007$123,408$171,323$459,028
Held to maturity:
Municipal bonds$—$1,065$—$—$1,065
Total held to maturity$—$1,065$—$—$1,065

Management evaluates securities for impairment from credit losses at least quarterly, and more frequently when economic and market conditions warrant such evaluations. Consideration is given to numerous factors including, but not limited to, the extent to which the fair value is less than the amortized cost basis; adverse conditions causing changes in the financial condition of the issuer of the security or underlying loan guarantors; changes to the rating of the security by a rating agency; and the Company’s intent to sell a security or whether it is more likely than not the Company will be required to sell the security before the recovery of its amortized cost, which may extend to maturity.

The Company performs a process to determine whether the decline in the fair value of securities has resulted from credit losses or other factors. This process involves evaluating each security for impairment by monitoring credit performance, collateral type, collateral geography, bond credit support, loan-to-value ratios, credit scores, loss severity levels, pricing levels, downgrades by rating agencies, cash flow projections and other factors as indicators of potential credit issues. If this evaluation indicates the existence of credit losses, the Company compares the present value of cash flows expected to be collected from the security with the amortized cost basis. If the present value of expected cash flows is less than the amortized cost basis, an ACL is recorded, limited by the amount that the fair value of the security is less than its amortized cost.

The Company's investment securities with unrealized losses, aggregated by type and length of time that individual securities have been in a continuous loss position, are summarized in the following tables.

(dollars in thousands)Less Than 1 YearOver 1 YearTotal
June 30, 2024Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
Available for sale:
U.S. agency mortgage-backed$3,423$32$260,464$32,668$263,887$32,700
Collateralized mortgage obligations——75,5623,90075,5623,900
Municipal bonds1,4183543,7827,94145,2007,976
U.S. government agency——17,5531,24117,5531,241
Corporate bonds——6,2107736,210773
Total available for sale$4,841$67$403,571$46,523$408,412$46,590
Held to maturity:
Municipal bonds$530$5$—$—$530$5
Total held to maturity$530$5$—$—$530$5
(dollars in thousands)Less Than 1 YearOver 1 YearTotal
December 31, 2023Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
Available for sale:
U.S. agency mortgage-backed$4,033$10$273,128$30,797$277,161$30,807
Collateralized mortgage obligations——79,2533,50379,2533,503
Municipal bonds519344,1957,21844,7147,221
U.S. government agency3,76011714,28998518,0491,102
Corporate bonds——6,0888946,088894
Total available for sale$8,312$130$416,953$43,397$425,265$43,527
Held to maturity:
Municipal bonds$—$—$—$—$—$—
Total held to maturity$—$—$—$—$—$—

At June 30, 2024,273 of the Company’s debt securities had unrealized losses totaling 10.2% of the individual securities’ amortized cost basis and 10.1% of the Company’s total amortized cost basis of the investment securities portfolio. At such date,265 of the 273 securities had been in a continuous loss position for over 12 months. Management has determined that the declines in the fair value of these securities were not attributable to credit losses. As a result, no ACL was recorded for available for sale investment securities at June 30, 2024.

At June 30, 2024, it was determined thatno ACL was required for the Company's held-to-maturity investment securities. The Company monitors credit quality of debt securities held-to-maturity through the use of credit ratings. The following tables present the amortized cost of the Company's held-to-maturity securities by credit quality rating at June 30, 2024 and December 31, 2023.

Credit Ratings
(dollars in thousands)AAA/AA/ABBB/BB/BTotal
Held to maturity:
Municipal bonds$1,065$—$1,065
Credit Ratings
(dollars in thousands)AAA/AA/ABBB/BB/BTotal
Held to maturity:
Municipal bonds$1,065$—$1,065

For the three and six months ended June 30, 2024, there wereno gross gains or losses related to the sale of investment securities. For the three and six months ended June 30, 2023, the Company recorded gross gains of $0 and $98,000, respectively, and gross losses of $0 and $347,000, respectively, related to the sale of investment securities.

Accrued interest receivable on the Company's investment securities was $1,521,000 and $1,563,000 at June 30, 2024 and December 31, 2023, respectively. These amounts are recorded in accrued interest receivable and other assets on the Consolidated Statements of Financial Condition.

At June 30, 2024 and December 31, 2023, the Company had $135,548,000 and $127,172,000, respectively, of securities pledged to secure public deposits. In addition, at June 30, 2024, the Company had $135,000,000 of securities pledged to BTFP borrowings. There wereno securities pledged to BTFP borrowings at December 31, 2023,

  1. Earnings Per Share

Earnings per common share was computed based on the following:

Three Months EndedJune 30,Six Months EndedJune 30,
(in thousands, except per share data)2024202320242023
Numerator:
Net income available to common shareholders$8,118$9,781$17,317$21,101
Denominator:
Weighted average common shares outstanding7,9728,0427,9788,065
Effect of dilutive securities:
Restricted stock26162919
Stock options21212224
Weighted average common shares outstanding – assuming dilution8,0198,0798,0298,108
Basic earnings per common share$1.02$1.22$2.17$2.62
Diluted earnings per common share$1.02$1.21$2.16$2.60

Options for 64,604 and 111,999 shares of common stock were not included in the computation of diluted EPS for the three months ended June 30, 2024 and 2023, respectively, because the effect of those shares was anti-dilutive. For the six months ended June 30, 2024 and 2023, options on 61,498 and 87,912, respectively, shares of common stock were not included in the computation of diluted EPS because the effect of these shares was anti-dilutive.

  1. Credit Quality and Allowance for Credit Losses

The Company’s loans, net of unearned income, consisted of the following as of the dates indicated.

(dollars in thousands)June 30, 2024December 31, 2023
Real estate loans:
One- to four-family first mortgage$446,255$433,401
Home equity loans and lines70,61768,977
Commercial real estate1,228,7571,192,691
Construction and land328,938340,724
Multi-family residential126,922107,263
Total real estate loans2,201,4892,143,056
Other loans:
Commercial and industrial427,339405,659
Consumer32,51832,923
Total other loans459,857438,582
Total loans$2,661,346$2,581,638

The net discount on the Company’s acquired loans was $3,333,000 and $4,340,000 at June 30, 2024 and December 31, 2023, respectively. In addition, loan balances as of June 30, 2024 and December 31, 2023 are reported net of unearned income of $5,105,000 and $5,321,000, respectively.

Accrued interest receivable on the Company's loans was $12,985,000 and $11,986,000 at June 30, 2024 and December 31, 2023, respectively, and is excluded from the estimate of the ACL. Those amounts are recorded in accrued interest receivable and other assets on the Consolidated Statements of Financial Condition.

The ACL, which includes the ALL and the ACL on unfunded lending commitments, and recorded investment in loans as of the dates indicated are as follows.

(dollars in thousands)Collectively EvaluatedIndividually EvaluatedTotal
Allowance for credit losses:
One- to four-family first mortgage$3,349$—$3,349
Home equity loans and lines705—705
Commercial real estate14,95720015,157
Construction and land5,304—5,304
Multi-family residential582—582
Commercial and industrial6,320586,378
Consumer737—737
Total allowance for loan losses$31,954$258$32,212
Unfunded lending commitments(1)$2,460$—$2,460
Total allowance for credit losses$34,414$258$34,672
(dollars in thousands)Collectively EvaluatedIndividually Evaluated(2)Total
Loans:
One- to four-family first mortgage$446,255$—$446,255
Home equity loans and lines70,617—70,617
Commercial real estate1,224,3014,4561,228,757
Construction and land328,938—328,938
Multi-family residential126,922—126,922
Commercial and industrial427,26772427,339
Consumer32,518—32,518
Total loans$2,656,818$4,528$2,661,346
(dollars in thousands)Collectively EvaluatedIndividually EvaluatedTotal
Allowance for credit losses:
One- to four-family first mortgage$3,255$—$3,255
Home equity loans and lines688—688
Commercial real estate14,60420114,805
Construction and land5,2921235,415
Multi-family residential474—474
Commercial and industrial6,071956,166
Consumer734—734
Total allowance for loan losses$31,118$419$31,537
Unfunded lending commitments(1)$2,594$—$2,594
Total allowance for credit losses$33,712$419$34,131
(dollars in thousands)Collectively EvaluatedIndividually Evaluated(2)Total
Loans:
One- to four-family first mortgage$433,401$—$433,401
Home equity loans and lines68,977—68,977
Commercial real estate1,188,7343,9571,192,691
Construction and land340,577147340,724
Multi-family residential107,263—107,263
Commercial and industrial405,547112405,659
Consumer32,923—32,923
Total loans$2,577,422$4,216$2,581,638

(1)The ACL on unfunded lending commitments is recorded within accrued interest payable and other liabilities on the Consolidated Statements of Financial Condition.

(2)One PCD loan was individually evaluated at June 30, 2024 and December 31, 2023, respectively.

A summary of activity in the ACL for the six months ended June 30, 2024 and June 30, 2023 follows.

(dollars in thousands)BeginningBalanceCharge-offsRecoveriesProvision (Reversal)EndingBalance
Allowance for credit losses:
One- to four-family first mortgage$3,255$—$—$94$3,349
Home equity loans and lines688—35(18)705
Commercial real estate14,805——35215,157
Construction and land5,415(123)—125,304
Multi-family residential474——108582
Commercial and industrial6,166(570)337496,378
Consumer734(122)20105737
Total allowance for loan losses$31,537$(815)$88$1,402$32,212
Unfunded lending commitments$2,594$—$—$(134)$2,460
Total allowance for credit losses$34,131$(815)$88$1,268$34,672
(dollars in thousands)Beginning BalanceCharge-offsRecoveriesProvision (Reversal)Ending Balance
Allowance for credit losses:
One- to four-family first mortgage$2,883$—$9$308$3,200
Home equity loans and lines624—380707
Commercial real estate13,814——98414,798
Construction and land4,680——1424,822
Multi-family residential572——(60)512
Commercial and industrial6,024(85)122(206)5,855
Consumer702(52)1877745
Total allowance for loan losses$29,299$(137)$152$1,325$30,639
Unfunded lending commitments$2,093$—$—$361$2,454
Total allowance for credit losses$31,392$(137)$152$1,686$33,093

Credit Quality

The following tables present the Company’s loan portfolio by credit quality classification and origination year as of June 30, 2024 and December 31, 2023.

Term Loans by Origination Year
(dollars in thousands)20242023202220212020PriorRevolving LoansRevolving Loans Converted to Term LoansTotal
One- to four-family first mortgage:
Pass$33,150$91,931$100,956$74,381$32,359$102,830$1,526$620$437,753
Special Mention—14876418728533——1,417
Substandard607002,9693223202,714——7,085
Doubtful—————————
Total one- to four-family first mortgages$33,210$92,779$104,689$74,890$32,964$105,577$1,526$620$446,255
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Home equity loans and lines:
Pass$842$1,757$1,418$1,219$656$3,690$58,674$2,138$70,394
Special Mention—————————
Substandard——27——1262941223
Doubtful—————————
Total home equity loans and lines$842$1,757$1,445$1,219$656$3,816$58,703$2,179$70,617
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial real estate:
Pass$71,721$164,612$291,215$234,868$173,675$217,411$50,126$3,793$1,207,421
Special Mention3,469———————3,469
Substandard——2,1841,7572,81411,112——17,867
Doubtful—————————
Total commercial real estate loans$75,190$164,612$293,399$236,625$176,489$228,523$50,126$3,793$1,228,757
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Construction and land:
Pass$53,028$113,059$126,579$15,116$5,089$5,334$6,524$—$324,729
Special Mention——164—1451——310
Substandard——15253—293,602—3,899
Doubtful—————————
Total construction and land loans$53,028$113,059$126,758$15,369$5,234$5,364$10,126$—$328,938
Current period gross charge-offs$—$—$123$—$—$—$—$—$123
Term Loans by Origination Year
(dollars in thousands)20242023202220212020PriorRevolving LoansRevolving Loans Converted to Term LoansTotal
Multi-family residential:
Pass$11,722$17,754$35,326$20,713$19,963$18,298$553$1,360$125,689
Special Mention—————65——65
Substandard——238———930—1,168
Doubtful—————————
Total multi-family residential loans$11,722$17,754$35,564$20,713$19,963$18,363$1,483$1,360$126,922
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial and industrial:
Pass$40,737$70,771$68,092$24,631$8,974$5,767$201,063$3,638$423,673
Special Mention492—581—264136—201,493
Substandard1,36719124345458911652,173
Doubtful—————————
Total commercial and industrial loans$42,596$70,790$68,797$24,976$9,242$5,961$201,154$3,823$427,339
Current period gross charge-offs$—$—$236$53$—$3$278$—$570
Consumer:
Pass$3,755$4,282$4,724$556$718$9,917$8,276$45$32,273
Special Mention—————————
Substandard7437—224——245
Doubtful—————————
Total consumer loans$3,762$4,286$4,727$563$718$10,141$8,276$45$32,518
Current period gross charge-offs$—$27$21$—$—$8$66$—$122
Total loans:
Pass$214,955$464,166$628,310$371,484$241,434$363,247$326,742$11,594$2,621,932
Special Mention3,9611481,509187694235—206,754
Substandard1,4347235,5602,6843,13814,2634,65220632,660
Doubtful—————————
Total loans$220,350$465,037$635,379$374,355$245,266$377,745$331,394$11,820$2,661,346
Current period gross charge-offs$—$27$380$53$—$11$344$—$815
Term Loans by Origination Year
(dollars in thousands)20232022202120202019PriorRevolving LoansRevolving Loans Converted to Term LoansTotal
One- to four-family first mortgage:
Pass$94,465$106,417$72,594$33,588$27,677$91,706$3,059$458$429,964
Special Mention149497188——34——868
Substandard—165117306601,921——2,569
Doubtful—————————
Total one- to four-family first mortgages$94,614$107,079$72,899$33,894$27,737$93,661$3,059$458$433,401
Current period gross charge-offs$—$—$—$—$—$12$—$—$12
Home equity loans and lines:
Pass$1,864$1,652$1,231$760$1,117$3,138$57,768$1,240$68,770
Special Mention—————————
Substandard—————1502928207
Doubtful—————————
Total home equity loans and lines$1,864$1,652$1,231$760$1,117$3,288$57,797$1,268$68,977
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial real estate:
Pass$161,755$292,494$252,109$184,935$137,154$104,533$44,225$855$1,178,060
Special Mention—————————
Substandard—161,4412,6525,4905,032——14,631
Doubtful—————————
Total commercial real estate loans$161,755$292,510$253,550$187,587$142,644$109,565$44,225$855$1,192,691
Current period gross charge-offs$—$—$—$—$—$29$—$—$29
Construction and land:
Pass$121,389$150,667$33,247$6,641$7,672$4,567$5,439$—$329,622
Special Mention9291644,635146————5,874
Substandard—609528——444,047—5,228
Doubtful—————————
Total construction and land loans$122,318$151,440$38,410$6,787$7,672$4,611$9,486$—$340,724
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Multi-family residential:
Pass$14,907$37,228$11,843$21,558$12,548$3,213$2,463$—$103,760
Special Mention—————————
Substandard—————3,503——3,503
Term Loans by Origination Year
(dollars in thousands)20232022202120202019PriorRevolving LoansRevolving Loans Converted to Term LoansTotal
Doubtful—————————
Total multi-family residential loans$14,907$37,228$11,843$21,558$12,548$6,716$2,463$—$107,263
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial and industrial:
Pass$73,674$79,886$30,412$10,674$4,954$3,386$191,946$7,800$402,732
Special Mention—784—264—138——1,186
Substandard1,389385472100129221,741
Doubtful—————————
Total commercial and industrial loans$75,063$80,708$30,466$10,945$4,956$3,624$192,075$7,822$405,659
Current period gross charge-offs$—$—$—$124$7$—$124$—$255
Consumer:
Pass$5,941$5,734$872$887$359$10,698$8,068$75$32,634
Special Mention—————————
Substandard—137—7262——289
Doubtful—————————
Total consumer loans$5,941$5,747$879$887$366$10,960$8,068$75$32,923
Current period gross charge-offs$3$34$3$6$—$4$125$—$175
Total loans:
Pass$473,995$674,078$402,308$259,043$191,481$221,241$312,968$10,428$2,545,542
Special Mention1,0781,4454,823410—172——7,928
Substandard1,3898412,1472,9655,55911,0124,2055028,168
Doubtful—————————
Total loans$476,462$676,364$409,278$262,418$197,040$232,425$317,173$10,478$2,581,638
Current period gross charge-offs$3$34$3$130$7$45$249$—$471

The above classifications follow regulatory guidelines and can generally be described as follows:

Pass loans are of satisfactory quality.

Special mention loans have an existing weakness that could cause future impairment, including the deterioration of financial ratios, past due status, questionable management capabilities and possible reduction in the collateral values.

Substandard loans have an existing specific and well-defined weakness that may include poor liquidity and deterioration of financial performance. Such loans may be past due and related deposit accounts experiencing overdrafts. Immediate corrective action is necessary.

Doubtful loans have specific weaknesses that are severe enough to make collection or liquidation in full highly questionable and improbable.

In addition, residential loans are classified using an inter-agency regulatory methodology that incorporates, among other factors, the extent of delinquencies and loan-to-value ratios. These classifications were the most current available as of the dates indicated and were generally updated within the quarter.

Age analysis of past due loans as of the dates indicated are as follows.

(dollars in thousands)30-59 Days Past Due60-89 Days Past DueGreater Than 90 Days Past DueTotal Past DueCurrent LoansTotal Loans
Real estate loans:
One- to four-family first mortgage$3,456$324$5,142$8,922$437,333$446,255
Home equity loans and lines99263291,08469,53370,617
Commercial real estate1,9554402,2534,6481,224,1091,228,757
Construction and land1,6163432692,228326,710328,938
Multi-family residential————126,922126,922
Total real estate loans8,0191,1707,69316,8822,184,6072,201,489
Other loans:
Commercial and industrial1,713366822,431424,908427,339
Consumer2715111343532,08332,518
Total other loans1,984877952,866456,991459,857
Total loans$10,003$1,257$8,488$19,748$2,641,598$2,661,346
(dollars in thousands)30-59 Days Past Due60-89 Days Past DueGreater Than 90 Days Past DueTotal Past DueCurrent LoansTotal Loans
Real estate loans:
One- to four-family first mortgage$4,410$1,475$798$6,683$426,718$433,401
Home equity loans and lines16213519868,77968,977
Commercial real estate1123,414—3,5261,189,1651,192,691
Construction and land43211,1511,584339,140340,724
Multi-family residential————107,263107,263
Total real estate loans5,1164,8911,98411,9912,131,0652,143,056
Other loans:
Commercial and industrial59611221828404,831405,659
Consumer4161435561432,30932,923
Total other loans1,0121542761,442437,140438,582
Total loans$6,128$5,045$2,260$13,433$2,568,205$2,581,638

There were $1,000 and $0 of loans greater than 90 days past due and accruing at June 30, 2024 and December 31, 2023, respectively.

The following tables summarize information pertaining to nonaccrual loans as of dates indicated.

June 30, 2024
(dollars in thousands)With Related AllowanceWithout Related AllowanceTotal
Nonaccrual loans(1):
One- to four-family first mortgage$6,892$—$6,892
Home equity loans and lines224—224
Commercial real estate4,9803,1308,110
Construction and land297—297
Multi-family residential238—238
Commercial and industrial810—810
Consumer246—246
Total$13,687$3,130$16,817
December 31, 2023
(dollars in thousands)With Related AllowanceWithout Related AllowanceTotal
Nonaccrual loans(1):
One- to four-family first mortgage$1,600$—$1,600
Home equity loans and lines208—208
Commercial real estate2,6552,5485,203
Construction and land1,181—1,181
Multi-family residential———
Commercial and industrial331—331
Consumer291—291
Total$6,266$2,548$8,814

(1)Nonaccrual acquired loans include PCD loans of $1,326,000 and $1,410,000 at June 30, 2024 and December 31, 2023, respectively.

All interest accrued but not received for loans placed on nonaccrual status is reversed against interest income. All payments received while on nonaccrual status are applied against the principal balance of nonaccrual loans. The Company does not recognize interest income while loans are on nonaccrual status.

Collateral Dependent Loans

The Company held loans that were individually evaluated for credit losses at June 30, 2024 and December 31, 2023 for which the repayment, on the basis of our assessment at the reporting date, is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. The ACL for these collateral-dependent loans is primarily based on the fair value of the underlying collateral at the reporting date. The following describes the types of collateral that secure collateral dependent loans:

One- to four-family first mortgages are primarily secured by first liens on residential real estate.

Home equity loans and lines are primarily secured by first and junior liens on residential real estate.

Commercial real estate loans are primarily secured by office and industrial buildings, warehouses, retail shopping facilities and various special purpose properties, including hotels and restaurants.

Construction and land loans are primarily secured by residential and commercial properties, which are under construction and/or redevelopment, and by raw land.

Commercial and industrial loans considered collateral dependent are primarily secured by accounts receivable, inventory and equipment.

The tables below summarize collateral dependent loans and the related ACL at June 30, 2024 and December 31, 2023.

(dollars in thousands)LoansACL
One- to four-family first mortgage$—$—
Home equity loans and lines——
Commercial real estate4,456200
Construction and land——
Multi-family residential——
Commercial and industrial7258
Consumer——
Total$4,528$258
(dollars in thousands)LoansACL
One- to four-family first mortgage$—$—
Home equity loans and lines——
Commercial real estate3,957201
Construction and land147123
Multi-family residential——
Commercial and industrial11295
Consumer——
Total$4,216$419

Loan Modifications Made to Borrowers Experiencing Financial Difficulty

Occasionally, the Company modifies loans to borrowers in financial distress by providing certain concessions, such as principal forgiveness, term extension, an other-than-insignificant payment delay, interest only for a specified period of time, an interest rate reduction, or a combination of such concessions. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses. Upon the Company's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is charged-off. The balance of loan modifications, segregated by type of modification, to borrowers experiencing financial difficulty are set forth in the table below for the periods indicated.

Three Months Ended June 30, 2024
(dollars in thousands)Payment DeferralPrincipal ForgivenessTerm ExtensionInterest Rate ReductionCombination Term Extension and Principal ForgivenessCombination Term Extension and Interest Rate ReductionPercent of Total Class of Loans
One-to four-family first mortgage$—$—$—$—$—$——%
Home equity loans and lines———————
Commercial real estate———————
Construction and land———————
Multi-family residential———————
Commercial and industrial———————
Consumer———————
Total$—$—$—$—$—$——%
Three Months Ended June 30, 2023
(dollars in thousands)Payment DeferralPrincipal ForgivenessTerm ExtensionInterest Rate ReductionCombination Term Extension and Principal ForgivenessCombination Term Extension and Interest Rate ReductionPercent of Total Class of Loans
One-to four-family first mortgage$—$—$837$—$—$—0.2%
Home equity loans and lines———————
Commercial real estate283——————
Construction and land———————
Multi-family residential———————
Commercial and industrial———————
Consumer———————
Total$283$—$837$—$—$——%
Six Months Ended June 30, 2024
(dollars in thousands)Payment DeferralPrincipal ForgivenessTerm ExtensionInterest Rate ReductionCombination Term Extension and Principal ForgivenessCombination Term Extension and Interest Rate ReductionPercent of Total Class of Loans
One-to four-family first mortgage$—$—$652$—$—$—0.1%
Home equity loans and lines———————
Commercial real estate——1,050———0.1
Construction and land——28————
Multi-family residential———————
Commercial and industrial———————
Consumer———————
Total$—$—$1,730$—$—$—0.1%
Six Months Ended June 30, 2023
(dollars in thousands)Payment DeferralPrincipal ForgivenessTerm ExtensionInterest Rate ReductionCombination Term Extension and Principal ForgivenessCombination Term Extension and Interest Rate ReductionPercent of Total Class of Loans
One-to four-family first mortgage$—$—$1,065$—$—$—0.3%
Home equity loans and lines———————
Commercial real estate283—1,293———0.1
Construction and land——32————
Multi-family residential———————
Commercial and industrial——1,569———0.4
Consumer———————
Total$283$—$3,959$—$—$—0.2%

During the six months ended June 30, 2024 and 2023, no loan experienced a default subsequent to being granted a payment deferral or term extension. Default is defined as movement to past due 90 days, foreclosure or charge-off, whichever occurs first.

The following table details the financial impacts of loan modifications made to borrowers experiencing financial difficulty for the periods presented.

June 30, 2024 · June 30, 2023
Minimum Term Extensions (in months)Maximum Term Extensions (in months)Payment Deferral (dollars in thousands)Minimum Term Extensions (in months)Maximum Term Extensions (in months)
One-to four-family first mortgage1296$—1224
Home equity loans and lines00—00
Commercial real estate12129012
Construction and land1212—1212
Multi-family residential00—00
Commercial and industrial00—1010
Consumer00—00

The table below reflects the performance of loans that have been modified in the last 12 months.

(dollars in thousands)30-89 Days Past Due90+ Days Past DueNonaccrualCurrentTotal
One-to four-family first mortgage$—$—$—$1,481$1,481
Home equity loans and lines55———55
Commercial real estate278——1,0501,328
Construction and land———2828
Multi-family residential—————
Commercial and industrial———1,3661,366
Consumer—————
Total$333$—$—$3,925$4,258

The loan modifications reported in the table above did not significantly impact the Company's allowance for loan losses during 2024.

Foreclosed Assets and ORE

Foreclosed assets and ORE include real property and other assets that have been acquired as a result of foreclosure, and real property no longer used in the Bank's business. Foreclosed assets and ORE totaled $231,000 and $1,575,000 at June 30, 2024 and December 31, 2023, respectively. These amounts are recorded in accrued interest receivable and other assets on the Consolidated Statements of Financial Condition.

The carrying amount of foreclosed residential real estate properties held at June 30, 2024 and December 31, 2023 totaled $208,000 and $115,000, respectively. Loans secured by single family residential real estate that were in the process of foreclosure at June 30, 2024 and December 31, 2023 totaled $2,863,000 and $517,000, respectively.

  1. Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates.

The Company’s existing credit derivatives result from loan participation arrangements, therefore, are not used to manage interest rate risk in the Company’s assets or liabilities. The Company occasionally enters into credit risk participation agreements with counterparty banks to accept a portion of the credit risk related to interest rate swaps. The agreements, which are typically executed in conjunction with a participation in a loan with the same customer, allow customers to execute an interest rate swap with one bank while allowing for the distribution of the credit risk among participating members. Collateral used to support the credit risk for the underlying lending relationship is also available to offset the risk of credit risk participations and customer derivative positions.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. As part of its efforts to accomplish this objective, the Company entered into certain interest rate swap agreements as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Such derivatives were used to hedge the variable cash flows associated with existing variable rate liabilities.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable rate liabilities. During the next twelve months, the Company estimates that an additional $2,067,000 will be reclassified as additional interest expense.

Non-designated Hedges

Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting derivatives that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings through other income.

Fair Values of Derivative Instruments

The tables below present the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Statement of Financial Condition as of June 30, 2024 and December 31, 2023.

Derivative Assets(1) · Derivative Liabilities(1)
(dollars in thousands) · Notional Amount · Fair Value · Notional Amount · Fair Value
Derivatives designated as hedging instruments:
Interest rate swaps - variable rate liabilities$60,000$4,087$—$—
Derivatives not designated as hedging instruments:
Interest rate contracts$9,000$124$9,000$153
Risk participation agreements——11,6761
Netting adjustments——
Net derivative amounts$4,211$154
Derivative Assets(1) · Derivative Liabilities(1)
(dollars in thousands)Notional AmountFair ValueNotional AmountFair Value
Derivatives designated as hedging instruments:
Interest rate swaps - variable rate liabilities$60,000$3,914$—$—
Derivatives not designated as hedging instruments:
Risk participation agreements——11,7973
Netting adjustments——
Net derivative amounts$3,914$3

(1)Derivative assets and liabilities are reported at fair value in accrued interest receivable and other assets and accrued interest payable and other liabilities, respectively, in the Consolidated Statements of Financial Condition.

At June 30, 2024 and December 31, 2023, accumulated unrealized gains, net of taxes, on derivative instruments totaled $3,082,000 and $2,928,000, respectively.

Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income and the Consolidated Statements of Income

The tables below present the effect of cash flow hedge accounting on Accumulated Other Comprehensive Income and the Consolidated Statements of Income as of June 30, 2024 and June 30, 2023.

Amount of Gain Recognized in OCI · Location of Gain Reclassified from AOCI into Income · Amount of Gain Reclassified from AOCI into Income
(dollars in thousands) · Total · Included Component · Total · Included Component
Derivatives in cash flows hedging relationships:
Interest rate swaps - variable rate liabilities$322$322Interest income$606$606
Amount of Gain Recognized in OCI · Location of Gain Reclassified from AOCI into Income · Amount of Gain Reclassified from AOCI into Income
(dollars in thousands)TotalIncluded ComponentTotalIncluded Component
Derivatives in cash flows hedging relationships:
Interest rate swaps - variable rate liabilities$1,406$1,406Interest income$1,212$1,212
Amount of Gain Recognized in OCI · Location of Gain Reclassified from AOCI into Income · Amount of Gain Reclassified from AOCI into Income
(dollars in thousands) · Total · Included Component · Total · Included Component
Derivatives in cash flows hedging relationships:
Interest rate swaps - variable rate liabilities$1,557$1,557Interest income$548$548
Amount of Gain Recognized in OCI · Location of Gain Reclassified from AOCI into Income · Amount of Gain Reclassified from AOCI into Income
(dollars in thousands)TotalIncluded ComponentTotalIncluded Component
Derivatives in cash flows hedging relationships:
Interest rate swaps - variable rate liabilities$1,262$1,262Interest income$969$969

Effect of Derivatives Not Designated as Hedging Instruments on the Consolidated Statements of Income

The table below presents the effect of the Company’s derivative financial instruments that are not designated as hedging instruments on the Consolidated Statements of Income as of June 30, 2024 and June 30, 2023.

(dollars in thousands)Location of Loss Recognized on Non-designated HedgesThree Months Ended June 30, 2024Six Months Ended June 30, 2024
Effects of non-designated hedges
Interest rate contractsOther noninterest expense$(29)$(29)
Risk participation agreementsOther noninterest income$—$2
(dollars in thousands)Location of Income Recognized on Non-designated HedgesThree Months Ended June 30, 2023Six Months Ended June 30, 2023
Effects of non-designated hedges
Risk participation agreementsOther noninterest income$3$1

Derivative fee income from non-designated hedges totaled $175,000 for both the three and six months ended June 30, 2024, respectively. There wasno derivative fee income from non-designated hedges for the three and six months ended June 30, 2023.

Credit-risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision to the effect that, if the Company (either) defaults (or is capable of being declared in default) on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.

The Company has agreements with certain of its derivative counterparties that contain a provision to the effect that, if the Company fails to maintain its status as a well or adequately capitalized institution, then the Company could be required to post additional collateral.

As of June 30, 2024, there wereno derivatives with credit-risk-related contingent features in a net liability position. Such derivatives are measured at fair value, which includes accrued interest but excludes any adjustment for nonperformance risk. If the Company had breached any provisions at June 30, 2024, it would not have been required to settle any obligations under the agreements since the termination value was $0.

  1. Long-term Debt and Borrowings

Subordinated Debt

On June 30, 2022, the Company issued $55,000,000 in aggregate principal amount of its 5.75% Fixed-to-Floating Rate Subordinated Notes (the "Notes") due 2032. The Notes were issued at a price equal to 100% of the aggregate principal amount. The Notes have a stated maturity date of June 30, 2032 and bear interest at a fixed rate of 5.75% per year from and including the issue date to but excluding June 30, 2027. From June 30, 2027, the Notes will bear interest at a floating rate equal to the then current three-month term secured overnight financing rate (“SOFR”), plus 282 basis points. The Notes may be redeemed by the Company, in whole or in part, on or after June 30, 2027. The Notes are intended to qualify as Tier 2 capital for regulatory purposes.

The carrying value of subordinated debt was $54,348,000 and $54,241,000 at June 30, 2024 and December 31, 2023, respectively. The subordinated debt was recorded net of issuance costs which is being amortized using the straight-line method over five years.

Other Borrowings

On March 12, 2023, the Federal Reserve Board created the BTFP, which offers loans to banks with a term up to one year with no prepayment penalty. The loans are secured by pledging qualifying securities and are valued at par for collateral. In 2024, the Bank participated in the BTFP and had an outstanding debt of $135,000,000 at June 30, 2024. The average balance of other borrowings, which included the BTFP loan was $140,610,000 for the second quarter of 2024, up $134,959,000 compared to the second quarter of 2023.

Federal Home Loan Bank Advances

The average balance of total FHLB advances was $46,499,000 for the second quarter of 2024, down $226,284,000 compared to the second quarter of 2023.

The Company had short-term FHLB advances in the amount of $45,000,000 as of June 30, 2024 compared to $150,000,000 as of December 31, 2023. At June 30, 2024 and December 31, 2023, the Company had $38,506,000 and $42,713,000 in long-term FHLB advances, respectively, and $1,085,415,000 and $1,020,494,000 in additional FHLB advances available, respectively.

The following table summarizes long-term FHLB advances as of June 30, 2024 and December 31, 2023.

June 30, 2024 · December 31, 2023
(dollars in thousands)AmountWeighted Average RateAmountWeighted Average Rate
Fixed rate advances maturing in:
2024$332.26%$4,0761.71%
202535,2783.4935,3753.48
20263,1951.573,2621.58
Total FHLB advances$38,5063.33%$42,7133.17%
  1. Fair Value Measurements and Disclosures

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The Company groups assets and liabilities measured or disclosed at fair value in three levels as required by ASC 820, Fair Value Measurements and Disclosures. Under this guidance, fair value should be based on the assumptions market participants would use when pricing the asset or liability and establishes a fair value hierarchy that prioritizes the inputs used to develop those assumptions and measure fair value. The hierarchy requires companies to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels used to measure fair value are as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

An asset’s or liability’s categorization within the fair value hierarchy is based upon the lowest level that is significant to the fair value measurement. Management reviews and updates the fair value hierarchy classifications of the Company’s assets and liabilities quarterly.

Recurring Basis

Investment Securities Available for Sale

Fair values of investment securities available for sale are primarily measured using information from a third-party pricing service. This pricing service provides pricing information by utilizing pricing models supported with market data information. Standard inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities bids, offers and other reference data from market research publications. If quoted prices are available in an active market, investment securities are classified as Level 1 measurements. If quoted prices are not available in an active market, fair values are estimated primarily by the use of pricing models. Level 2 investment securities are primarily comprised of mortgage-backed securities issued by government agencies and U.S. government-sponsored enterprises. In certain cases, where there is limited or less transparent information provided by the Company’s third-party pricing service, fair value is estimated by the use of secondary pricing services or through the use of non-binding third-party broker quotes. Investment securities are classified within Level 3 when little or no market activity supports the fair value.

Management primarily identifies investment securities which may have traded in illiquid or inactive markets, by identifying instances of a significant decrease in the volume and frequency of trades, relative to historical levels, as well as instances of a significant widening of the bid-ask spread in the brokered markets. Investment securities that are deemed to have been trading in illiquid or inactive markets may require the use of significant unobservable inputs. For example, management may use quoted prices for similar investment securities in the absence of a liquid and active market for the investment securities being valued. As of June 30, 2024, management did not make adjustments to prices provided by the third-party pricing service as a result of illiquid or inactive markets.

Derivative Assets and Liabilities

Derivative assets and liabilities are reported at fair value in accrued interest receivable and other assets and accrued interest payable and other liabilities, respectively, in the Consolidated Statements of Financial Condition. The fair value of these derivative financial instruments is obtained from a third-party pricing service that uses widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. The analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The Company has determined that its derivative valuations are classified in Level 2 of the fair value hierarchy.

The following tables present the balances of assets measured for fair value on a recurring basis as of June 30, 2024 and December 31, 2023.

(dollars in thousands)June 30, 2024Level 1Level 2Level 3
Assets
Available for sale securities:
U.S. agency mortgage-backed$267,440$—$267,440$—
Collateralized mortgage obligations75,569—75,569—
Municipal bonds45,700—45,700—
U.S. government agency17,553—17,553—
Corporate bonds6,210—6,210—
Total$412,472$—$412,472$—
Derivative assets$4,211$—$4,211$—
Total$416,683$—$416,683$—
Liabilities
Derivative liabilities$154$—$154$—
(dollars in thousands)December 31, 2023Level 1Level 2Level 3
Assets
Available for sale securities:
U.S. agency mortgage-backed$283,853$—$283,853$—
Collateralized mortgage obligations79,262—79,262—
Municipal bonds46,674—46,674—
U.S. government agency18,049—18,049—
Corporate bonds6,088—6,088—
Total$433,926$—$433,926$—
Derivative assets$3,914$—$3,914$—
Total$437,840$—$437,840$—
Liabilities
Derivative liabilities$3$—$3$—

Nonrecurring Basis

The Company records loans individually evaluated for credit losses at fair value on a nonrecurring basis. Fair value is measured at the fair value of the collateral for collateral-dependent loans. For non-collateral-dependent loans, fair value is measured by present valuing expected future cash flows. Loans individually evaluated are classified as Level 3 assets when measured using appraisals from third parties of the collateral less any prior liens and when there is no observable market price.

Foreclosed assets and ORE are also recorded at fair value on a nonrecurring basis. Foreclosed assets are initially recorded at fair value less estimated costs to sell. ORE is recorded at the lower of its net book value or fair value at the date of transfer to ORE. The fair value of foreclosed assets and ORE is based on property appraisals and an analysis of similar properties available. As such, the Company classifies foreclosed and ORE assets as Level 3 assets.

The Company has segregated all financial assets that are measured at fair value on a nonrecurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date as reflected in the table below.

Fair Value Measurements Using
(dollars in thousands)June 30, 2024Level 1Level 2Level 3
Assets
Loans individually evaluated$4,270$—$—$4,270
Foreclosed assets and ORE231——231
Total$4,501$—$—$4,501
Fair Value Measurements Using
(dollars in thousands)December 31, 2023Level 1Level 2Level 3
Assets
Loans individually evaluated$3,797$—$—$3,797
Foreclosed assets and ORE1,575——1,575
Total$5,372$—$—$5,372

The following table shows significant unobservable inputs used in the fair value measurement of Level 3 assets.

(dollars in thousands)Fair ValueValuation TechniqueUnobservable InputsRange of DiscountsWeighted Average Discount
Loans individually evaluated$4,270Third party appraisals and discounted cash flowsCollateral values, market discounts and estimated costs to sell0% - 80%6%
Foreclosed assets and ORE$231Third party appraisals, sales contracts, broker price opinionsCollateral values, market discounts and estimated costs to sell0% - 47%16%
(dollars in thousands)Fair ValueValuation TechniqueUnobservable InputsRange ofDiscountsWeighted Average Discount
Loans individually evaluated$3,797Third party appraisals and discounted cash flowsCollateral values, market discounts and estimated costs to sell0% - 89%10%
Foreclosed assets and ORE$1,575Third party appraisals, sales contracts, broker price opinionsCollateral values, market discounts and estimated costs to sell31% - 71%62%

ASC 820, Fair Value Measurements and Disclosures, requires the disclosure of each class of financial instruments for which it is practicable to estimate. The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. ASC 820 excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statements. These estimates are subjective in nature, involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates included herein are based on existing on- and off-balance-sheet financial instruments without attempting to estimate the value of anticipated future business and the fair value of assets and liabilities that are not required to be recorded or disclosed at fair value like premises and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

Methods and assumptions used to estimate fair value of each class of financial instruments for which it is practicable to estimate fair value are described in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. The fair value of subordinated debt is estimated based on current market rates on similar debt in the market. The Company classifies this debt in Level 2 of the fair value table. There have been no other material changes from the fair value estimate methods and assumptions previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

The following table presents estimated fair values of the Company’s financial instruments as of the dates indicated.

(dollars in thousands)Carrying AmountTotalLevel 1Level 2Level 3
Financial Assets
Cash and cash equivalents$113,462$113,462$113,462$—$—
Investment securities available for sale412,472412,472—412,472—
Investment securities held to maturity1,0651,061—1,061—
Mortgage loans held for sale—————
Loans, net2,629,1342,481,204—2,476,9344,270
Cash surrender value of BOLI47,85847,85847,858——
Derivative assets(1)4,2114,211—4,211—
Financial Liabilities
Deposits$2,722,915$2,717,712$2,008,025$709,687$—
Other borrowings140,539139,987—139,987—
Subordinated debt, net of issuance cost54,34849,648—49,648—
Long-term FHLB advances38,50637,731—37,731—
Derivative liabilities(1)154154—154—
(dollars in thousands)Carrying AmountTotalLevel 1Level 2Level 3
Financial Assets
Cash and cash equivalents$75,831$75,831$75,831$—$—
Interest-bearing deposits in banks999999——
Investment securities available for sale433,926433,926—433,926—
Investment securities held to maturity1,0651,066—1,066—
Mortgage loans held for sale361361—361—
Loans, net2,550,1012,381,863—2,378,0663,797
Cash surrender value of BOLI47,32147,32147,321——
Derivative assets(1)3,9143,914—3,914—
Financial Liabilities
Deposits$2,670,624$2,665,590$2,025,890$639,700$—
Other borrowings5,5395,498—5,498—
Subordinated debt, net of issuance cost54,24150,865—50,865—
Short-term FHLB advances150,000150,000150,000——
Long-term FHLB advances42,71341,792—41,792—
Derivative liabilities(1)33—3—

(1)Derivative assets and liabilities are reported at fair value in accrued interest receivable and other assets and accrued interest payable and other liabilities, respectively, in the Consolidated Statements of Financial Condition.

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