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PLUMAS BANCORP

For the period ended Mar 31, 2024. Filed May 7, 2024.

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About this filing

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

Mar 31, 2024 · Filed May 7, 2024

PLBC$62.82+0.6%Stored close · as of Nov 9, 2026

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

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Item 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

March 31,December 31,
20242023
Assets
Cash and cash equivalents$128,231$85,655
Investment securities available for sale, net of allowance for credit losses of $0447,445489,181
Loans, less allowance for credit losses of $13,157 at March 31, 2024 and $12,867 at December 31, 2023966,141948,604
Other real estate owned357357
Premises and equipment, net12,96018,948
Right-of-use assets25,2952,926
Bank owned life insurance16,20616,110
Goodwill5,5025,502
Accrued interest receivable and other assets38,19643,133
Total assets$1,640,333$1,610,416
Liabilities and Shareholders’ Equity
Deposits:
Non-interest bearing$665,975$692,768
Interest bearing633,713640,887
Total deposits1,299,6881,333,655
Repurchase agreements19,33123,054
Lease liability25,4243,001
Accrued interest payable and other liabilities14,39913,389
Other borrowings120,00090,000
Total liabilities1,478,8421,463,099
Commitments and contingencies (Note 5)
Shareholders’ equity:
Common stock, no par value; 22,500,000 shares authorized; issued and outstanding – 5,895,595 shares at March 31, 2024 and 5,871,523 at December 31, 202328,49228,033
Retained earnings156,414151,748
Accumulated other comprehensive loss, net(23,415)(32,464)
Total shareholders’ equity161,491147,317
Total liabilities and shareholders’ equity$1,640,333$1,610,416

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

For the Three Months Ended
March 31,
20242023
Interest Income:
Interest and fees on loans$14,592$12,694
Interest on investment securities4,3963,728
Other1,0381,365
Total interest income20,02617,787
Interest Expense:
Interest on deposits1,186466
Interest on junior subordinated deferrable interest debentures-141
Interest on borrowings1,36713
Other1618
Total interest expense2,569638
Net interest income before provision for credit losses17,45717,149
Provision for Credit Losses8211,525
Net interest income after provision for credit losses16,63615,624
Non-Interest Income:
Gain on sale of buildings19,854-
Interchange revenue739718
Service charges715617
Gain on sale of loans-230
Gain on termination of swaps-1,707
Loss on sale of investment securities(19,826)-
Other658653
Total non-interest income2,1403,925
Non-Interest Expenses:
Salaries and employee benefits5,3665,067
Occupancy and equipment1,6901,340
Other3,3412,817
Total non-interest expenses10,3979,224
Income before provision for income taxes8,37910,325
Provision for Income Taxes2,1252,699
Net income$6,254$7,626
Basic earnings per share$1.06$1.30
Diluted earnings per share$1.05$1.28

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended
March 31,
20242023
Net income$6,254$7,626
Other comprehensive income:
Change in net unrealized gain (loss) income on securities(6,979)7,645
Change in unrealized gain on cash flow hedge-(295)
Less: reclassification adjustments for net (gain) loss included in net income19,826(1,707)
Net unrealized holding income12,8475,643
Related tax effect:
Change in net unrealized (gain) loss on securities2,063(2,261)
Change in unrealized gain on cash flow hedge-87
Reclassification of (loss) gain included in net income(5,861)505
Income tax effect(3,798)(1,669)
Other comprehensive income9,0493,974
Total comprehensive income$15,303$11,600

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(in thousands, except shares)

Common Stock · Retained · Accumulated Other Comprehensive Income (loss) · Total Shareholders’
SharesAmountEarnings(Net of Taxes)Equity
Balance, December 31, 20225,850,216$27,372$128,388$(36,756)$119,004
Cumulative change from adoption of ASU 2016-13(554)(554)
Net Income7,6267,626
Other comprehensive income3,9743,974
Cash dividends on common stock(1,463)(1,463)
Exercise of stock options and tax effect11,932137137
Stock-based compensation expense9999
Balance, March 31, 20235,862,148$27,608$133,997$(32,782)$128,823
Balance, December 31, 20235,871,523$28,033$151,748$(32,464)$147,317
Net Income6,2546,254
Other comprehensive income9,0499,049
Cash dividends on common stock(1,588)(1,588)
Exercise of stock options and tax effect24,072359359
Stock-based compensation expense100100
Balance, March 31, 20245,895,595$28,492$156,414$(23,415)$161,491

See notes to unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended
March 31,
20242023
Cash Flows from Operating Activities:
Net income$6,254$7,626
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses8211,525
Change in deferred loan origination costs/fees, net(179)(93)
Depreciation and amortization448386
Stock-based compensation expense10099
Loss on sale of investment securities19,826-
Amortization of investment security premiums267324
Accretion of investment security discounts(264)(201)
Loss on sale of other vehicles15-
Gain on sale of loans held for sale-(230)
Loans originated for sale(251)(736)
Proceeds from loan sales-4,627
Earnings on bank-owned life insurance(96)(104)
Gain on sale of buildings(19,854)-
Decrease in accrued interest receivable and other assets1,1511,445
Increase in accrued interest payable and other liabilities924170
Net cash provided by operating activities9,16214,838
Cash Flows from Investing Activities:
Proceeds from principal repayments from available-for-sale mortgage-backed securities7,8717,011
Proceeds from sale of investments114,838-
Proceeds from matured and called available-for-sale securities8501,135
Purchases of available-for-sale securities(88,805)(40,338)
Purchase of FRB stock(3)(2)
Net increase in loans(18,227)(5,494)
Proceeds from sale of other vehicles310139
Proceeds from bank owned life insurance-327
Proceeds from the sale of buildings25,690-
Purchase of premises and equipment(191)(956)
Net cash provided by (used in) investing activities42,333(38,178)

Continued on next page.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Continued)

For the Three Months Ended
March 31,
2024 · 2023
Cash Flows from Financing Activities:
Net decrease in demand, interest bearing and savings deposits$(32,990)$(50,888)
Net decrease in time deposits(977)(176)
Net decrease in securities sold under agreements to repurchase(3,723)(1,710)
Cash dividends paid on common stock(1,588)(1,463)
Redemption of Trust Preferred Securities-(10,310)
Increase in other borrowings30,00010,000
Proceeds from exercise of stock options359137
Net cash used in by financing activities(8,919)(54,410)
Increase (decrease) in cash and cash equivalents42,576(77,750)
Cash and Cash Equivalents at Beginning of Year85,655183,426
Cash and Cash Equivalents at End of Period$128,231$105,676
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest expense$2,569$632
Supplemental noncash disclosures
Real estate and vehicles acquired through foreclosure$220$303
Common stock retired in connection with the exercise of stock options$39$154
Lease liabilities arising from obtaining right-of-use assets$22,588$-

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

**1. **THE BUSINESS OF PLUMAS BANCORP

During2002, Plumas Bancorp (the "Company") was incorporated as a bank holding company for the purpose of acquiring Plumas Bank (the "Bank") in aone bank holding company reorganization. This corporate structure gives the Company and the Bank greater flexibility in terms of operation, expansion and diversification. The Company formed Plumas Statutory Trust I ("Trust I") for the sole purpose of issuing trust preferred securities on* September 26, 2002.The Company formed Plumas Statutory Trust II ("Trust II") for the sole purpose of issuing trust preferred securities on September 28, 2005.In March 2023*the Trusts were dissolved. Plumas Bancorp's Principal Executive Office is located in Reno, Nevada.

The Bank operatesthirteen branches in California, including branches in Alturas, Chester, Chico, Fall River Mills, Greenville, Kings Beach, Portola, Quincy, Redding, Susanville, Tahoe City, Truckee and Yuba City. The Bank's newest branch was opened in* April 2023and is located in Chico, California. The Bank’s administrative headquarters are in Quincy, California. In December 2015the Bank opened a branch in Reno, Nevada, itsfirst* branch outside of California, and in2018 the Bank purchased a branch located in Carson City, Nevada. In addition, the Bank operates a lending office specializing in government-guaranteed lending in Auburn, California, and a commercial/agricultural lending office in Klamath Falls, Oregon. The Bank's primary source of revenue is generated from providing loans to customers who are predominately small and middle market businesses and individuals residing in the surrounding areas.

2.** **** **SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Company and the consolidated accounts of its wholly-owned subsidiary, Plumas Bank. All significant intercompany balances and transactions have been eliminated.

The accounting and reporting policies of Plumas Bancorp and subsidiary conform with accounting principles generally accepted in the United States of America and prevailing practices within the banking industry. In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company’s financial position at* March 31, 2024* and the results of its operations and its cash flows for thethree-month periods. Our condensed consolidated balance sheet at* December 31, 2023* is derived from audited financial statements.

The unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting on Form10-Q. Accordingly, certain disclosures normally presented in the notes to the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted. The Company believes that the disclosures are adequate to make the informationnot misleading. These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's2023 Annual Report to Shareholders on Form10-K. The results of operations for thethree-month periods ended* March 31, 2024*,* may**not* necessarily be indicative of future operating results. In preparing such financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the periods reported. Actual results could differ significantly from those estimates.

Segment Information

Management has determined that since all of the banking products and services offered by the Company are available in each branch of the Bank, all branches are located within the same economic environment and management doesnot allocate resources based on the performance of different lending or transaction activities, it is appropriate to aggregate the Bank branches and report them as a single operating segment.No customer accounts for more than10 percent of revenues for the Company or the Bank.

Reclassification

Some items in the prior year consolidated financial statements were reclassified to conform to the current presentation. Reclassifications hadno effect on prior year net income or shareholders' equity.

7

3. INVESTMENT SECURITIES AVAILABLE FOR SALE

The amortized cost and estimated fair value of investment securities at* March 31, 2024* and* December 31, 2023* consisted of the following, in thousands:

Available-for-SaleMarch 31, 2024
Gross · Gross
Amortized · Unrealized · Unrealized · Fair
Cost · Gains · Losses · Value
Debt securities:
U.S. Treasury securities$6,988$-$(69)$6,919
U.S. Government-sponsored agencies collateralized by mortgage obligations - residential244,574292(15,233)229,633
U.S. Government-agencies collateralized by mortgage obligations - commercial133,806188(10,916)123,078
Obligations of states and political subdivisions95,318693(8,196)87,815
$480,686$1,173$(34,414)$447,445

Unrealized losses on available-for-sale investment securities totaling $33,240,000 were recorded, net of $9,825,000 in tax benefit, as accumulated other comprehensive loss within shareholders' equity at* March 31, 2024*. During thethree months ended* March 31, 2024,*the Company sold 155 available-for-sale investment securities for proceeds of $114,838,000 recording a $19,826,000 loss on sale. The Company realized a gain on sale from 9 of these securities totaling $86,000 and a loss on sale of 146 securities totaling $19,912,000.

Available-for-SaleDecember 31, 2023
Gross · Gross
Amortized · Unrealized · Unrealized · Fair
Cost · Gains · Losses · Value
Debt securities:
U.S. Treasury securities$6,978$-$(98)$6,880
U.S. Government-sponsored agencies collateralized by mortgage obligations - residential256,694351(21,114)235,931
U.S. Government-agencies collateralized by mortgage obligations - commercial129,321465(13,834)115,952
Obligations of states and political subdivisions142,2761,067(12,925)130,418
$535,269$1,883$(47,971)$489,181

Unrealized losses on available-for-sale investment securities totaling $46,088,000 were recorded, net of $13,624,000 in tax benefit, as accumulated other comprehensive income within shareholders' equity at* December 31, 2023*. No securities were sold during thethree months ended* March 31, 2023*.

There wereno transfers of available-for-sale investment securities during thethree months ended* March 31, 2024* andtwelve months ended* December 31, 2023*. There wereno securities classified as held-to-maturity at* March 31, 2024* or* December 31, 2023*.

8

Investment securities with unrealized losses at* March 31, 2024* and* December 31, 2023* are summarized and classified according to the duration of the loss period as follows, in thousands:

March 31, 2024 · Less than 12 Months · 12 Months or More · Total
Fair · Unrealized · Fair · Unrealized · Fair · Unrealized
Value · Losses · Value · Losses · Value · Losses
Debt securities:
U.S. Treasury securities$-$-$6,918$69$6,918$69
U.S. Government-sponsored agencies collateralized by mortgage obligations - residential68,116694117,20114,539185,31715,233
U.S. Government-agencies collateralized by mortgage obligations - commercial33,86745762,38210,45996,24910,916
Obligations of states and political subdivisions7,8757148,8738,12556,7488,196
$109,858$1,222$235,374$33,192$345,232$34,414
December 31, 2023 · Less than 12 Months · 12 Months or More · Total
Fair · Unrealized · Fair · Unrealized · Fair · Unrealized
Value · Losses · Value · Losses · Value · Losses
Debt securities:
U.S. Treasury securities$-$-$6,880$98$6,880$98
U.S. Government-sponsored agencies collateralized by mortgage obligations - residential43,924279160,38320,835204,30721,114
U.S. Government-agencies collateralized by mortgage obligations - commercial16,53329571,78213,53988,31513,834
Obligations of states and political subdivisions9,30615182,76412,77492,07012,925
$69,763$725$321,809$47,246$391,572$47,971

At* March 31, 2024*, the Company held 309 securities of which 43 were in a loss position for less thantwelve months and 186 were in a loss position fortwelve months or more. Of the 309 securities 2 are U.S. Treasury securities,90 are U.S. Government-sponsored agencies collateralized by residential mortgage obligations,46 were U.S. Government agencies collateralized by commercial mortgage obligations and 171were obligations of states and political subdivisions. The unrealized losses relate principally to market rate conditions. All of the securities continue to pay as scheduled. For available-for sale debt securities in an unrealized loss position, the Companyfirst assesses whether it intends to sell, or it is more likely thannot that it will be required to sell the security before recovery of its amortized costs basis. If either of the criteria regarding intent or requirement to sell is met, the security's amortized cost basis is written down to fair value through income. At* March 31, 2024*, neither of the criteria regarding intent or requirement to sell was met for any of the securities in an unrealized loss position.

Unrealized losses on investments in obligations of U.S. government agencies and U.S. government sponsored agencies are caused by interest rate increases. Because the decline in fair value is attributable to changes in interest rates andnot credit quality, and because the Company doesnot intend to sell and more likely thannot willnot be required to sell, there isno allowance for credit losses recorded.

Obligations of states and political subdivisions: The unrealized losses on investments in obligations of states and political subdivisions were caused by increases in required yields by investors in these types of securities. Because the decline in fair value is attributable to changes in interest rates andnot credit quality, and because the Company doesnot intend to sell and more likely thannot willnot be required to sell, there isno allowance for credit losses recorded.

The amortized cost and estimated fair value of investment in debt securities at* March 31, 2024* by contractual maturity are shown below, in thousands.

Amortized CostEstimated Fair Value
Within one year$7,943$7,866
After one year through five years5,4935,399
After five years through ten years14,41814,299
After ten years74,45267,170
Investment securities not due at a single maturity date:
Government- agencies commercial mortgage-backed securities133,806123,078
Government-sponsored agencies residential mortgage-backed securities244,574229,633
$480,686$447,445

Expected maturities will differ from contractual maturities because the issuers of the securities* may*have the right to call or prepay obligations with or without call or prepayment penalties.

Investment securities with amortized costs totaling $288,168,000 and $316,733,000 and estimated fair values totaling $268,944,000 and $285,534,000 at* March 31, 2024* and* December 31, 2023*, respectively, were pledged to secure deposits, repurchase agreements and Federal Reserve Bank borrowings.

9

4. LOANS AND THE ALLOWANCE FOR CREDIT LOSSES

Outstanding loans are summarized below, in thousands:

March 31,December 31,
20242023
Commercial$82,136$74,271
Agricultural123,239129,389
Real estate – residential11,87211,914
Real estate – commercial562,870544,339
Real estate – construction and land development64,54757,717
Equity lines of credit (Equity LOC)37,19637,871
Auto89,39998,132
Other4,9534,931
Total loans976,212958,564
Deferred loan costs, net3,0862,907
Loans, amortized cost basis979,298961,471
Allowance for credit losses(13,157)(12,867)
Total net loans$966,141$948,604

Changes in the allowance for credit losses, in thousands, were as follows:

March 31,December 31,
20242023
Balance, beginning of period$12,867$10,717
Cumulative change from adoption of ASU 2016-13-529
Provision charged to operations - loans9002,575
Charge-offs(680)(1,802)
Recoveries70848
Balance, end of period$13,157$12,867

10

Salaries and employee benefits totaling $700,000 and $562,000 have been deferred as loan origination costs during thethree months ended* March 31, 2024and2023*, respectively.

The Company assigns a risk rating to all loans and periodically, butnot less than annually, performs detailed reviews of all criticized and classified loans over*$100,000* to identify credit risks and to assess the overall collectability of the portfolio. These risk ratings are also subject to examination by independent specialists engaged by the Company and the Company’s regulators. During these internal reviews, management monitors and analyzes the financial condition of borrowers and guarantors, trends in the industries in which borrowers operate and the fair values of collateral securing these loans. These credit quality indicators are used to assign a risk rating to each individual loan.

The risk ratings can be grouped intothree major categories, defined as follows:

Special Mention– Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses* may*result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard– A substandard loan isnot adequately protected by the current sound worth and paying capacity of the borrower or the value of the collateral pledged, if any. Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Well defined weaknesses include a project's lack of marketability, inadequate cash flow or collateral support, failure to complete construction on time or the project's failure to fulfill economic expectations. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies arenot corrected.

Doubtful– Loans classified doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions, and values, highly questionable and improbable.

Loansnot meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass-rated loans.

For other loans, which are primarily consumer loans and automobile loans the Company evaluates credit quality based on the aging status of the loan and by payment activity.

11

The following table shows the loan portfolio allocated by management's internal risk ratings or payment activity at the dates indicated, in thousands:

Amortized Cost Basis by Origination Year and Risk Grades - As of March 31, 2024
(in thousands) · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Revolving Loans Book Amortized Cost Basis · Revolving Loans Converted to Term Amortized Cost Basis · Total - Amortized Cost Basis
Commercial
Pass$7,017$16,166$18,484$11,085$3,003$8,990$15,678$-$80,423
Special Mention---295-65252-612
Substandard--1,1202883285322-1,811
Total Commercial loans$7,017$16,166$19,604$11,668$3,331$9,108$15,952$-$82,846
Current period gross charge-offs$-$43$43
Agricultural
Pass$2,169$10,104$16,712$12,909$14,907$30,165$14,410$-$101,376
Special Mention1,1571,525755951,3291,726423-7,010
Substandard-4,2266,8373,075-999--15,137
Total Agricultural$3,326$15,855$24,304$16,079$16,236$32,890$14,833$-$123,523
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Real Estate - Residential
Pass$-$1,121$-$2,125$2,426$5,137$252$-$11,061
Special Mention---------
Substandard-----839--839
Total Real Estate - Residential$-$1,121$-$2,125$2,426$5,976$252$-$11,900
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Real Estate -Commercial
Pass$19,724$78,747$120,241$83,976$76,403$167,887$10,247$-$557,225
Special Mention----942,843--2,937
Substandard--11-2702,652--2,933
Total Real Estate -Commercial$19,724$78,747$120,252$83,976$76,767$173,382$10,247$-$563,095
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Real Estate -Construction
Pass$1,478$25,813$29,567$3,681$976$882$1,764$-$64,161
Special Mention---------
Substandard---------
Total Real Estate -Construction$1,478$25,813$29,567$3,681$976$882$1,764$-$64,161
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Equity LOC
Pass$-$-$-$-$-$34,452$2,943$37,395
Substandard-----339307646
Total Equity LOC$-$-$-$-$-$-$34,791$3,250$38,041
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Total
Pass$30,388$131,951$185,004$113,776$97,715$213,061$76,803$2,943$851,641
Special Mention1,1571,5257553901,4234,634675-10,559
Substandard-4,2267,9683,3635984,54336130721,366
Total$31,545$137,702$193,727$117,529$99,736$222,238$77,839$3,250$883,566
Current period gross charge-offs$-$-$43$-$-$-$-$-$43
Auto
Performing$-$29,872$29,531$14,772$7,595$8,182$-$-$89,952
Non-performing-101103191199191--785
Total Auto$-$29,973$29,634$14,963$7,794$8,373$-$-$90,737
Current period gross charge-offs$-$127$264$46$65$131$-$-$633
Other
Performing$876$1,875$1,227$637$178$55$144$-$4,992
Non-performing--3-----3
Total Other$876$1,875$1,230$637$178$55$144$-$4,995
Current period gross charge-offs$-$2$1$-$-$1$-$-$4
Total
Performing$876$31,747$30,758$15,409$7,773$8,237$144$-$94,944
Non-performing-101106191199191--788
Total$876$31,848$30,864$15,600$7,972$8,428$144$-$95,732
Total Loans$32,421$169,550$224,591$133,129$107,708$230,666$77,983$3,250$979,298
Total gross charge-offs$-$129$308$46$65$132$-$-$680

12

Term Loans
Amortized Cost Basis by Origination Year and Risk Grades - As of December 31, 2023
(in thousands) · 2023 · 2022 · 2021 · 2020 · 2019 · Prior · Revolving Loans Book Balance Basis · Revolving loans converted to term Book Balance Basis · Total
Commercial
Pass$15,549$18,995$11,603$3,472$4,291$5,165$13,079$-$72,154
Special Mention--302-3168170-571
Substandard-1,532289340-2423-2,208
Total Commercial loans$15,549$20,527$12,194$3,812$4,322$5,257$13,272$-$74,933
Current period gross charge-offs$-$34$40$14$-$10$25$-$123
Agricultural
Pass$12,028$17,382$13,182$15,550$11,495$20,704$18,925$-$109,266
Special Mention1,852813971,01716817621-5,233
Substandard6,2266,8781,075-752248--15,179
Total Agricultural$20,106$25,073$14,354$16,567$12,263$21,769$19,546$-$129,678
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Real Estate - Residential
Pass$1,127$-$2,143$2,447$524$4,676$201-$11,118
Substandard----59765--824
Total Real Estate - Residential$1,127$-$2,143$2,447$583$5,441$201-$11,942
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Real Estate -Commercial
Pass$74,595$115,890$90,436$76,401$40,256$133,958$6,246-$537,782
Special Mention---199-3,316--3,515
Substandard-12-2813532,271--2,917
Total Real Estate -Commercial$74,595$115,902$90,436$76,881$40,609$139,545$6,246-$544,214
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Real Estate -Construction
Pass$18,878$30,825$3,717$1,672$619$281$1,368$-$57,360
Total Real Estate -Construction$18,878$30,825$3,717$1,672$619$281$1,368$-$57,360
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Equity LOC
Pass$-$-$-$-$-$35,122$3,018$38,140
Substandard-----319254573
Total Equity LOC$-$-$-$-$-$-$35,441$3,272$38,713
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Total
Pass$122,177$183,092$121,081$99,542$57,185$164,784$74,941$3,018$825,820
Special Mention1,8528133991,216474,201791-9,319
Substandard6,2268,4221,3646211,1643,30834225421,701
Total$130,255$192,327$122,844$101,379$58,396$172,293$76,074$3,272$856,840
Current period gross charge-offs$-$34$40$14$-$10$25$-$123
Auto
Performing$31,880$31,913$16,246$8,554$6,329$3,689$-$-$98,611
Non-performing16722817921022837--1,049
Total Auto$32,047$32,141$16,425$8,764$6,557$3,726$-$-$99,660
Current period gross charge-offs$-$367$569$237$255$122$-$-$1,550
Other
Performing$2,411$1,354$719$252$57$15$159$-$4,967
Non-performing-4------4
Total Other$2,411$1,358$719$252$57$15$159$-$4,971
Current period gross charge-offs$-$70$33$9$12$3$2$-$129
Total
Performing$34,291$33,267$16,965$8,806$6,386$3,704$159$-$103,578
Non-performing16723217921022837--1,053
Total$34,458$33,499$17,144$9,016$6,614$3,741$159$-$104,631
Total Loans$164,713$225,826$139,988$110,395$65,010$176,034$76,233$3,272$961,471
Total gross charge-offs$-$471$642$260$267$135$27$-$1,802

13

The following table shows the ending balance of nonaccrual loans by loan category as of the date indicated:

Non Performing Loans
March 31, 2024 · December 31, 2023
(in thousands) · Nonaccrual with no allowance for credit losses · Total nonaccrual · Past due 90 days or more and still accruing · Nonaccrual with no allowance for credit losses · Total nonaccrual · Past due 90 days or more and still accruing
Commercial$67$124$-$75$132$-
Agricultural2,0662,066-2,0662,066-
Real estate – residential662662-223223-
Real estate – commercial1,3241,324-774774-
Real estate – construction & land development------
Equity lines of credit646646-572572-
Auto785785-1,0491,049-
Other33-44-
Total Gross Loans$5,553$5,610$-$4,763$4,820$-

The Company places loans90 days or more past due on nonaccrual status unless the loan is well secured and in the process of collection. A loan is considered to be in the process of collection if, based on a probable specific event, it is expected that the loan will be repaid or brought current. Generally, this collection period wouldnot exceed90 days. When a loan is placed on nonaccrual status the Company's general policy is to reverse and charge against current income previously accrued but unpaid interest. Interest income on such loans is subsequently recognized only to the extent that cash is received, and future collection of principal is deemed by management to be probable. Where the collectability of the principal or interest on a loan is considered to be doubtful by management, it is placed on nonaccrual status prior to becoming90 days delinquent.

The following tables shows interest reversed against interest income for loans placed on nonaccrual status during thethree months ended* March 31, 2024.*

(in thousands)Interest Reversed
Commercial$4
Real estate – residential9
Real estate – commercial14
Equity Lines of Credit10
Auto2
Total$39

On* March 31, 2024,and December 31, 2023,there wasone* commercial nonaccrual loan with an amortized cost of $57,000 that had allowance for credit losses totaling $28,000. No income was recognized on nonaccrual loans accounted on a cash basis during thethree months ended* March 31, 2024,or the year ended December 31, 2023.*

The following table presents the amortized cost basis of loans for thethree months ended* March31,* 2024, that were both experiencing financial difficulty and modified during thethree months ended* March31,2024,* by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financial receivable is also presented below.

Term Extension
(in thousands)Amortized Cost BasisTotal Class of Financing Receivable
Commercial360.04%

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty at* March**31,* 2024:

Weighted-Average Term Extension (in months)
Commercial6.0

The following table presents the amortized cost basis of loans for the year ended* December 31, 2023,that were both experiencing financial difficulty and modified during thetwelve* months ended* December 31, 2023,*by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financial receivable is also presented below.

Term Extension
(in thousands)Amortized Cost BasisTotal Class of Financing Receivable
Commercial1,4891.92%
Agricultural4,3673.32%
Total$5,8560.62%

14

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty as of* December 31, 2023:*

Weighted-Average Term Extension (in months)
Commercial6.0
Agricultural10.0
Total9.1

Loans with payment defaults by borrowers experiencing financial difficulty during the quarter ended* March 31, 2024*, which had material modifications in rate, term or principal forgiveness during thetwelve months prior to default totaled $2.9 million in agricultural loans.

The following tables show the allocation of the allowance for credit losses at the dates indicated, in thousands:

Three Months Ended March 31, 2024:CommercialAgriculturalReal Estate-ResidentialReal Estate-CommercialReal Estate-ConstructionEquity LOCAutoOtherTotal
Allowance for credit losses
Beginning balance$1,134$1,738$137$6,678$797$439$1,865$79$12,867
Charge-offs(43)-----(633)(4)(680)
Recoveries9-1---57370
Provision211(86)(4)239121(2)41110900
Ending balance$1,311$1,652$134$6,917$918$437$1,700$88$13,157
Three Months Ended March 31, 2023:
Allowance for credit losses
Beginning balance$892$1,086$138$4,980$1,500$687$1,289$145$10,717
Impact of CECL Adoption35414821,488(951)(421)9(100)529
Charge-offs------(293)(15)(308)
Recoveries6-11--1313142
Provision223732127121464368161,250
Ending balance$1,475$1,307$162$6,740$763$330$1,504$49$12,330

The following tables show an aging analysis of the loan portfolio by the time past due, in thousands:

Total
March 31, 2024 · 90 Days · Past Due
30-59 Days · 60-89 Days · and Still · and
Past Due · Past Due · Accruing · Nonaccrual · Nonaccrual · Current · Total
Commercial$385$175$-$124$684$82,162$82,846
Agricultural224,977-2,0667,065116,458123,523
Real estate – residential-157-66281911,08111,900
Real estate – commercial1,316--1,3242,640560,455563,095
Real estate - construction & land-624--62463,53764,161
Equity Lines of Credit155--64680137,24038,041
Auto1,485332-7852,60288,13590,737
Other1042-3554,9404,995
Total$3,373$6,307$-$5,610$15,290$964,008$979,298
Total
December 31, 2023 · 90 Days · Past Due
30-89 Days · 60-89 Days · and Still · and
Past Due · Past Due · Accruing · Nonaccrual · Nonaccrual · Current · Total
Commercial$21$254$-$132$407$74,526$74,933
Agricultural82--2,0662,148127,530129,678
Real estate – residential348423-22399410,94811,942
Real estate - commercial587--7741,361542,853544,214
Real estate - construction & land-----57,36057,360
Equity Lines of Credit47353-5721,09837,61538,713
Auto1,729405-1,0493,18396,47799,660
Other193-4264,9454,971
Total$3,259$1,138$-$4,820$9,217$952,254$961,471

15

The following tables present the amortized cost basis of collateral dependent loans by class of loans at* March 31, 2024*, in thousands:

Commercial -1st · SFR-1st · SFR-2nd · SFR-3rd · Auto · Auto
Equipment · Crops · Deed · Deed · Deed · Deed · New · Used · Total
Commercial$102$-$-$-$-$-$-$102
Agricultural-2,066----2,066
Real estate – residential--662---662
Real estate – commercial--2699633953-1,324
Real estate - construction & land-------
Equity Lines of Credit--140506--646
Auto----502273775
Other-------
Total$102$2,066$269$1,765$545$53$502$273$5,575

The following tables present the amortized cost basis of collateral dependent loans by class of loans at* December 31, 2023*in thousands:

Commercial -1st · SFR-1st · SFR-2nd · Auto · Auto
Equipment · Crops · Deed · Deed · Deed · Inventory · New · Used · Total
Commercial$64$-$-$-$-$45$-$-$109
Agricultural-2,066------2,066
Real estate – residential---223----223
Real estate – commercial--27945441---774
Real estate - construction & land---------
Equity Lines of Credit---208365---573
Auto------7552941,049
Other---------
Total$64$2,066$279$885$406$45$755$294$4,794

5. COMMITMENTS AND CONTINGENCIES

The Company is party to claims and legal proceedings arising in the ordinary course of business. In the opinion of the Company’s management, the amount of ultimate liability with respect to such proceedings willnot have a material adverse effect on the financial condition or result of operations of the Company taken as a whole. In the normal course of business, there are various outstanding commitments to extend credit, which arenot reflected in the financial statements, including loan commitments of $165.6 million and $174.6 million and stand-by letters of credit of $0 and $108,000 at* March 31, 2024* and* December 31, 2023*, respectively.

Of the loan commitments outstanding at* March 31, 2024*, $31.1 million are real estate construction loan commitments that are expected to fund within the nexttwelve months. The remaining commitments primarily relate to revolving lines of credit or other commercial loans, and many of these are expected to expire without being drawn upon. Therefore, the total commitments donot necessarily represent future cash requirements. Each loan commitment and the amount and type of collateral obtained, if any, are evaluated on an individual basis. Collateral held varies, but* mayinclude real property, bank deposits, debt or equity securities or business assets. The reserve for unfunded commitments at March 31, 2024* and* December 31, 2023* totaled $720,000 and $799,000, respectively.

Stand-by letters of credit are conditional commitments written to guarantee the performance of a customer to athird party. These guarantees are primarily related to the purchases of inventory by commercial customers and are typically short-term in nature. Credit risk is similar to that involved in extending loan commitments to customers and accordingly, evaluation and collateral requirements similar to those for loan commitments are used.

16

6. EARNINGS PER SHARE

Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, result in the issuance of common stock which shares in the earnings of the Company. The treasury stock method has been applied to determine the dilutive effect of stock options in computing diluted earnings per share.

For the Three Months Ended
March 31,
(In thousands, except per share data)20242023
Net Income:
Net income$6,254$7,626
Earnings Per Share:
Basic earnings per share$1.06$1.30
Diluted earnings per share$1.05$1.28
Weighted Average Number of Shares Outstanding:
Basic shares5,8875,855
Diluted shares5,9465,940

There wereno stock options having an antidilutive effect during thethree-month periods ended* March 31, 2024,and2023.*

7. STOCK-BASED COMPENSATION

In* May 2022,the Company’s shareholders approved the2022* Equity Incentive Plan (the*“2022* Plan”), which provides for the grant of up to 576,550 shares of common stock, including 126,550 shares that remained available for grant under the2013 Stock Option Plan when the2022 Plan was adopted. The2022 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. The frequency, amount and terms of stock-based awards* maybe determined by the Board of Directors or its compensation committee, consistent with the terms and purposes of the2022* plan.

In* May 2013,the Company established the2013* Stock Option Plan for which 141,752 shares of common stock are reserved. With the establishment of the Company’s2022 Equity Incentive Plan,no further options* maybe issued under the2013* Stock Option Plan, though options previously granted continue to be outstanding and governed by the plan.

107,200 options were granted under the2022 Plan during thethree months ended* March 31, 2024.*The fair value of each option was estimated on the date of grant using the following assumptions.

Expected life of stock options (in years)6.2
Risk free interest rate3.98%
Annualized Volatility32.3%
Dividend yields3.17%
Weighted-average fair value of options granted during the three months ended March 31, 2024$9.25

No options were granted during2023.

A summary of the activity within the2013 Plan follows:

SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual Term in YearsIntrinsic Value
Options outstanding at January 1, 2023189,917$21.14
Options exercised(24,400)18.59
Options outstanding at December 31, 2023165,517$21.52
Options exercised(23,765)15.06
Options outstanding at March 31, 2024141,752$22.603.0$2,011,461
Options exercisable at March 31, 2024141,752$22.603.0$2,011,461

17

A summary of the activity within the2022 Plan follows:

SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual Term in YearsIntrinsic Value
Options outstanding at January 1, 2023117,200$31.00
Options cancelled(10,400)31.00
Options exercised(1,300)31.00
Options outstanding at December 31, 2023105,500$31.00
Options granted107,20034.07
Options exercised(1,300)31.00
Options outstanding at March 31, 2024211,400$32.568.96$894,902
Options exercisable at March 31, 202421,800$31.007.93$126,222
Expected to vest after March 31, 2024163,397$32.569.08$691,696

As of* March 31, 2024*, there was $1.7 million of total unrecognized compensation cost related to non-vested stock options, share-based compensation under the2022 plan. That cost is expected to be recognized over a weighted average period of 4.2 years. There wereno unrecognized costs remaining under the2013 plan as of* March 31, 2024.*

The total fair value of options vested during thethree months ended* March 31, 2024*, and2023 was $199,000 and $7,000, respectively. The total intrinsic value of options at time of exercise was $532,000 and $331,000 for thethree months ended* March 31, 2024*, and2023, respectively.

Compensation cost related to stock options recognized in operating results under the stock option plans was $88,000 and $87,000 for thethree months ended* March 31, 2024*, and2023, respectively. The associated income tax benefit recognized was $7,000 for thethree months ended* March 31, 2024*, and2023, respectively.

Cash received from option exercises under the plans for thethree months ended* March 31, 2024*, and2023 was $359,000 and $137,000, respectively. The tax benefit realized for the tax deductions from option exercise totaled $69,000 and $49,000 for thethree months ended* March 31, 2024*, and2023, respectively.

During thethree months ended* March 31, 2024,the Company granted 3,033 restricted stock units with a fair value of $34.07 per share and aone-year vesting period. Compensation costs related to these units during thethree* months ended* March 31, 2024were $12,000. As of March 31, 2024,*there was $92,000 of total unrecognized compensation cost related to restricted stock units. That cost is expected to be recognized over a weighted average period of 0.9 years.

During2022, the Company granted 1,650 shares of restricted stock with a fair value of $31 per share and aone-year vesting period. Compensation costs related to these shares during thethree months ended* March 31, 2023totaled $12,000. As of March 31, 2024,*there wasno unrecognized compensation cost related to restricted stock.

8. INCOME TAXES

The Company files its income taxes on a consolidated basis with its subsidiary. Income tax expense is the total of current year income tax due or refundable and the change in deferred tax assets and liabilities.

Deferred tax assets and liabilities are recognized for the tax consequences of temporary differences between the reported amount of assets and liabilities and their tax bases. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. A valuation allowance is recognized if, based on the weight of available evidence, management believes it is more likely thannot that some portion or all of the deferred tax assets willnot be realized. On the consolidated balance sheet, net deferred tax assets are included in accrued interest receivable and other assets.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely thannot that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken arenot offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Interest expense and penalties associated with unrecognized tax benefits, if any, are classified as income tax expense in the consolidated statements of income. There have beenno significant changes to unrecognized tax benefits or accrued interest and penalties for thethree months ended* March 31, 2024*.

18

9. FAIR VALUE MEASUREMENT

The Company measures fair value under the fair value hierarchy described below.

Level1: Quoted prices for identical instruments traded in active exchange markets.

Level2: Quoted prices (unadjusted) for similar instruments in active markets, quoted prices for identical or similar instruments in markets that arenot active and model-based valuation techniques for which all significant assumptions are observable or can be corroborated by observable market data.

Level3: Model based techniques that useone significant assumptionnot observable in the market. These unobservable assumptions reflect the Company’s estimates of assumptions that market participants would use on pricing the asset or liability. Valuation techniques include management judgment and estimation which* may*be significant.

In certain cases, the inputs used to measure fair value* may*fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Management monitors the availability of observable market data to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques* mayrequire the transfer of financial instruments fromone* fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period.

Management evaluates the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total assets, total liabilities or total earnings.

Fair Value of Financial Instruments

The carrying amounts and estimated fair values of financial instruments, at* March 31, 2024* follows, in thousands:

Fair Value Measurements at March 31, 2024, Using:
Carrying Value · Level 1 · Level 2 · Level 3 · Total Fair Value
Financial assets:
Cash and cash equivalents$128,231$128,231$-$-$128,231
Investment securities447,445-447,445-447,445
Loans, net966,141--927,114927,114
FHLB stock6,234---N/A
FRB Stock1,367---N/A
Financial liabilities:
Deposits1,299,6881,209,01390,331-1,299,344
Repurchase agreements19,331-19,331-19,331
Borrowings120,000--115,379115,379

The carrying amounts and estimated fair values of financial instruments, at* December 31, 2023* follows, in thousands:

Fair Value Measurements at December 31, 2023 Using:
Financial assets:Carrying ValueLevel 1Level 2Level 3Total Fair Value
Cash and cash equivalents$85,655$85,655$85,655
Investment securities489,181489,181489,181
Loans, net948,604$923,500$923,500
FHLB stock6,234N/A
FRB Stock1,371N/A
Financial liabilities:
Deposits1,333,6551,242,00392,3111,334,314
Repurchase agreements23,05423,05423,054
Borrowings90,00086,10086,100

Becauseno market exists for a significant portion of the Company's financial instruments, fair value estimates are based on judgments regarding current economic conditions, risk characteristics of various financial instruments and other factors. Those estimates that are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision are included in Level3. Changes in assumptions could significantly affect the fair values presented.

19

These estimates donot reflect any premium or discount that could result from offering the Company's entire holdings of a particular financial instrument for sale atone time, nor do they attempt to estimate the value of anticipated future business related to the instruments. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and havenot been considered in any of these estimates.

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring and non-recurring basis as of* March 31, 2024* and* December 31, 2023*, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:

Assets and liabilities measured at fair value on a recurring basis at* March 31, 2024* are summarized below, in thousands:

Fair Value Measurements at
March 31, 2024 Using
Quoted
Prices in
Active · Significant
Markets for · Other · Significant
Identical · Observable · Unobservable
Assets · Inputs · Inputs
Total Fair Value · (Level 1) · (Level 2) · (Level 3)
Assets:
U.S. Treasury securities$6,919$-$6,919$-
U.S. Government-sponsored agencies collateralized by mortgage obligations- residential229,633-229,633-
U.S. Government agencies collateralized by mortgage obligations-commercial123,078-123,078-
Obligations of states and political subdivisions87,815-87,815-
$447,445$-$447,445$-

Assets and liabilities measured at fair value on a recurring basis at* December 31, 2023* are summarized below, in thousands:

Fair Value Measurements at
December 31, 2023 Using
Quoted
Prices in
Active · Significant
Markets for · Other · Significant
Identical · Observable · Unobservable
Assets · Inputs · Inputs
Total Fair Value · (Level 1) · (Level 2) · (Level 3)
Assets:
U.S. Treasury securities$6,880$-$6,880$-
U.S. Government-sponsored agencies collateralized by mortgage obligations - residential235,931-235,931-
U.S. Government-agencies collateralized by mortgage obligations - commercial115,952-115,952-
Obligations of states and political subdivisions130,418-130,418-
$489,181$-$489,181$-

The fair value of securities available-for-sale equals quoted market price, if available. If quoted market prices arenot available, fair value is determined using quoted market prices for similar securities or matrix pricing. There wereno changes in the valuation techniques used during2024 or2023. Transfers between hierarchy measurement levels are recognized by the Company as of the beginning of the reporting period. Changes in fair market value are recorded in other comprehensive income.

20

Assets and liabilities measured at fair value on a non-recurring basis at* March 31, 2024* are summarized below, in thousands:

Fair Value Measurements at
March 31, 2024 Using
Quoted
Prices in · Total
Active · Significant · Losses
Markets for · Other · Significant · Three Months
Identical · Observable · Unobservable · Ended
Assets · Inputs · Inputs · March 31,
Total Fair Value · (Level 1) · (Level 2) · (Level 3) · 2024
Assets:
Collateral-dependent loans
Commercial27--27-
Other Real Estate:
RE – Residential357$-$-$357$-

Assets and liabilities measured at fair value on a non-recurring basis at* December 31, 2023*are summarized below, in thousands:

Fair Value Measurements at
December 31, 2023 Using
Quoted
Prices in · Total
Active · Significant · Losses
Markets for · Other · Significant · Three Months
Identical · Observable · Unobservable · Ended
Total · Assets · Inputs · Inputs · March 31,
Fair Value · (Level 1) · (Level 2) · (Level 3) · 2023
Assets:
Other real estate:
Collateral-dependent loans
Commercial$27$-$-$27$271
Other Real Estate:
RE – Residential357--357-

The following methods were used to estimate fair value.

Collateral-Dependent Impaired Loans: The Bank doesnot record loans at fair value on a recurring basis. However, from time to time, fair value adjustments are recorded on these loans to reflect partial write-downs, through charge-offs or specific reserve allowances, that are based on fair value estimates of the underlying collateral. The fair value estimates for collateral-dependent impaired loans are generally based on recent real estate appraisals or broker opinions, obtained from independentthird parties, which are frequently adjusted by management to reflect current conditions and estimated selling costs (Level3). No impairment charges were recognized during thethree months ended* March 31, 2024*, related to the above impaired loan. An impairment charge of $271,000 was recognized during thethree months ended* March 31, 2023*

Other Real Estate: Nonrecurring adjustments to certain real estate properties classified as other real estate owned are measured at the lower of carrying amount or fair value, less costs to sell. In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized. Fair values are generally based onthird party appraisals of the property which are commonly adjusted by management to reflect current conditions and selling costs (Level3).

Appraisals for both collateral-dependent loans and other real estate are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the Loan Administration Department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. On a quarterly basis, the Company compares the actual selling price of similar collateral that has been liquidated to the most recent appraised value for unsold properties to determine what additional adjustment, if any, should be made to the appraisal value to arrive at fair value. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available.

The following table presents quantitative information about Level3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at* March 31, 2024* and* December 31, 2023* (dollars in thousands):

Range · Range
Fair Value · Fair Value · Valuation · (Weighted Average) · (Weighted Average)
Description3/31/202412/31/2023TechniqueSignificant Unobservable Input3/31/202412/31/2023
Collateral-dependent loans
Commercial$27$27Third Party appraisalsManagement Adjustments to Reflect Current Conditions and Selling Costs48%48%
Other Real Estate:
RE – Residential$357$357Third Party appraisalsManagement Adjustments to Reflect Current Conditions and Selling Costs11%11%

21

10. OTHER COMPREHENSIVE LOSS

The changes in the accumulated balances for each component of other comprehensive loss, net of tax for the twelve months ended December 31, 2023 and the three months ended March 31, 2024 were as follows:

Unrealized · Unrealized · Other Accumulated
Gains (Losses) · Gain · Comprehensive
on AFS Securities · Cash Flow Hedge · Income (Loss), net of tax
Beginning Balance, January 1, 2023$(54,183)$2,002$(36,756)
Current year-to-date other comprehensive income7,643(2,002)3,974
Ending balance, March 31, 2023$(46,540)$-$(32,782)
Beginning Balance, January 1, 2024$(46,088)$-$(32,464)
Current year-to-date other comprehensive income12,847-9,049
Ending balance, March 31, 2024$(33,241)$-$(23,415)

Reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2024 and March 31, 2023, were as follows:

Amounts Reclassified from Accumulated Other Comprehensive Loss
Details about Accumulated Other Comprehensive (Loss) Components · Three Months Ended March 31, 2024 · Three Months Ended March 31, 2023 · Affected Line Item on the Statement of Income
Cash flow hedge
Termination of cash flow hedge$-$1,707Non-Interest Income
Tax effect-(505)Provision for income taxes
Investment securities
Loss on sale of investment securities19,826Non-Interest Income
Tax effect(5,861)Provision for income taxes
Total reclassifications for the period$13,965$1,202Net income

22

PART I – FINANCIAL INFORMATION

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.