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PLUMAS BANCORP

For the period ended Sep 30, 2024. Filed Nov 6, 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.

Sep 30, 2024 · Filed Nov 6, 2024

PLBC$62.46-0.2%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Item 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

September 30,December 31,
20242023
Assets
Cash and cash equivalents$117,959$85,655
Investment securities available for sale, net of allowance for credit losses of $0 at September 30, 2024 and December 31, 2023456,720489,181
Loans, less allowance for credit losses of $13,606 at September 30, 2024 and $12,867 at December 31, 2023993,070948,604
Other real estate owned141357
Premises and equipment, net12,70318,948
Right-of-use assets24,6572,926
Bank owned life insurance16,41516,110
Goodwill5,5025,502
Accrued interest receivable and other assets36,80743,133
Total assets$1,663,974$1,610,416
Liabilities and Shareholders’ Equity
Deposits:
Non-interest bearing$703,005$692,768
Interest bearing647,991640,887
Total deposits1,350,9961,333,655
Repurchase agreements16,99223,054
Lease liabilities24,9833,001
Accrued interest payable and other liabilities14,06113,389
Other borrowings75,00090,000
Total liabilities1,482,0321,463,099
Commitments and contingencies (Note 5)
Shareholders’ equity:
Common stock, no par value; 22,500,000 shares authorized; issued and outstanding – 5,896,533 shares at September 30, 2024 and 5,871,523 at December 31, 202328,81328,033
Retained earnings167,846151,748
Accumulated other comprehensive loss, net(14,717)(32,464)
Total shareholders’ equity181,942147,317
Total liabilities and shareholders’ equity$1,663,974$1,610,416

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

For the Three Months Ended · For the Nine Months Ended
September 30,September 30,
2024202320242023
Interest Income:
Interest and fees on loans$15,635$14,276$45,639$40,363
Interest on investment securities4,4813,81113,41211,404
Other1,7469553,9983,286
Total interest income21,86219,04263,04955,053
Interest Expense:
Interest on deposits1,5711,1804,0742,511
Interest on junior subordinated deferrable interest debentures---141
Interest on borrowings1,4131144,210255
Other893318
Total interest expense2,9921,3038,3172,925
Net interest income before provision for credit losses18,87017,73954,73252,128
(Recovery of) Provision for Credit Losses(400)(200)1,3462,675
Net interest income after provision for credit losses19,27017,93953,38649,453
Non-Interest Income:
Gain on sale of buildings--19,854-
Interchange revenue8189192,3402,458
Service charges7667372,2242,051
Gain on termination of swaps---1,707
Net gain (loss) on sale of investment securities9-(19,817)-
Other6446571,9782,164
Total non-interest income2,2372,3136,5798,380
Non-Interest Expenses:
Salaries and employee benefits5,4815,11416,12915,047
Occupancy and equipment1,9881,3525,6273,945
Other3,3552,9769,8618,772
Total non-interest expenses10,8249,44231,61727,764
Income before provision for income taxes10,68310,81028,34830,069
Provision for Income Taxes2,8532,8407,4787,814
Net income$7,830$7,970$20,870$22,255
Basic earnings per share$1.33$1.36$3.54$3.80
Diluted earnings per share$1.31$1.34$3.50$3.75

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended · For the Nine Months Ended
September 30,September 30,
2024202320242023
Net income$7,830$7,970$20,870$22,255
Other comprehensive income (loss):
Change in net unrealized loss on securities14,761(21,712)5,378(22,003)
Change in unrealized gain on cash flow hedge---(295)
Less: reclassification adjustments for net (gain) loss included in net income(9)-19,817(1,707)
Net unrealized holding gain (loss)14,752(21,712)25,195(24,005)
Related tax effect:
Change in net unrealized loss on securities(4,363)6,419(1,590)6,504
Change in unrealized gain on cash flow hedge---87
Reclassification of (gain) loss included in net income3-(5,858)505
Income tax effect(4,360)6,419(7,448)7,096
Other comprehensive income (loss)10,392(15,293)17,747(16,909)
Total comprehensive income (loss)$18,222$(7,323)$38,617$5,346

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(in thousands, except shares)

Common Stock · Retained · Accumulated Other Comprehensive 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 Income--22,255-22,255
Other comprehensive loss---(16,909)(16,909)
Cash dividends on common stock ($0.25 per share)--(4,395)-(4,395)
Termination of restricted shares(825)----
Exercise of stock options19,032261--261
Stock-based compensation expense-263--263
Balance, September 30, 20235,868,423$27,896$145,694$(53,665)$119,925
Balance, December 31, 20235,871,523$28,033$151,748$(32,464)$147,317
Net Income--20,870-20,870
Other comprehensive income---17,74717,747
Cash dividends on common stock ($0.27 per share)--(4,772)-(4,772)
Exercise of stock options25,010367--367
Stock-based compensation expense-413--413
Balance, September 30, 20245,896,533$28,813$167,846$(14,717)$181,942
Common Stock · Retained · Accumulated Other Comprehensive Loss · Total Shareholders’
SharesAmountEarnings(Net of Taxes)Equity
Balance, June 30, 20235,864,448$27,739$139,191$(38,372)$128,558
Net Income--7,970-7,970
Other comprehensive loss---(15,293)(15,293)
Cash dividends on common stock ($0.25 per share)--(1,467)-(1,467)
Termination of restricted shares(825)----
Exercise of stock options4,80093--93
Stock-based compensation expense-64--64
Balance, September 30, 20235,868,423$27,896$145,694$(53,665)$119,925
Balance, June 30, 20245,895,900$28,656$161,608$(25,109)$165,155
Net Income--7,830-7,830
Other comprehensive income---10,39210,392
Cash dividends on common stock ($0.27 per share)--(1,592)-(1,592)
Exercise of stock options633----
Stock-based compensation expense-157--157
Balance, September 30, 20245,896,533$28,813$167,846$(14,717)$181,942

See notes to unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended
September 30,
20242023
Cash Flows from Operating Activities:
Net income$20,870$22,255
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses1,3462,675
Change in deferred loan origination costs/fees, net(291)(446)
Depreciation and amortization1,1321,221
Stock-based compensation expense413263
Net loss on sale of investment securities19,817-
Amortization of investment security premiums644953
Accretion of investment security discounts(881)(582)
Loss (gain) on sale of other vehicles77(10)
Gain on sale of loans held for sale(37)(234)
Loans originated for sale(1,131)(1,188)
Proceeds from loan sales7575,739
Earnings on bank-owned life insurance(305)(313)
Gain on sale of buildings(19,854)-
Decrease (increase) in accrued interest receivable and other assets(527)(1,030)
(Decrease) increase in accrued interest payable and other liabilities1958,513
Net cash provided by operating activities22,22537,816
Cash Flows from Investing Activities:
Proceeds from principal repayments from available-for-sale securities27,35224,082
Proceeds from sale of available-for-sale securities116,285-
Proceeds from matured and called available-for-sale securities4,7001,385
Purchases of available-for-sale securities(110,261)(41,403)
Purchase of Federal Home Loan Bank stock-(1,270)
Purchase of Federal Reserve Bank stock(6)(6)
Net increase in loans(45,977)(49,922)
Proceeds from the sale of OREO362-
Proceeds from sale of other vehicles630388
Proceeds from bank owned life insurance-322
Proceeds from the sale of buildings25,690-
Purchase of premises and equipment(570)(2,005)
Net cash provided by (used in) investing activities18,205(68,429)

Continued on next page.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Continued)

For the Nine Months Ended
September 30,
2024 · 2023
Cash Flows from Financing Activities:
Net increase (decrease) in demand, interest bearing and savings deposits$6,752$(96,444)
Net increase in time deposits10,58941,121
Net decrease in securities sold under agreements to repurchase(6,062)(2,479)
Cash dividends paid on common stock(4,772)(4,395)
Redemption of Trust Preferred Securities-(10,310)
Increase in other borrowings30,00010,000
Decrease in other borrowings(45,000)-
Proceeds from exercise of stock options367261
Net cash used in financing activities(8,126)(62,246)
Increase (decrease) in cash and cash equivalents32,304(92,859)
Cash and Cash Equivalents at Beginning of Year85,655183,426
Cash and Cash Equivalents at End of Period$117,959$90,567
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest expense$6,645$2,224
Income taxes$6,875$26
Supplemental noncash disclosures
Real estate and vehicles acquired through foreclosure/repossession$727$440
Common stock retired in connection with the exercise of stock options$78$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* September 30, 2024* and the results of its operations and its cash flows for thethree andnine-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 andnine-month periods ended* September 30, 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* September 30, 2024* and* December 31, 2023* consisted of the following, in thousands:

Available-for-SaleSeptember 30, 2024
Gross · Gross
Amortized · Unrealized · Unrealized · Fair
Cost · Gains · Losses · Value
Debt securities:
U.S. Treasury securities$3,998$-$(7)$3,991
U.S. Government-sponsored agencies collateralized by mortgage obligations - residential243,6432,287(10,244)235,686
U.S. Government-agencies collateralized by mortgage obligations - commercial134,6421,609(8,867)127,384
Obligations of states and political subdivisions95,3301,137(6,808)89,659
$477,613$5,033$(25,926)$456,720

Unrealized losses on available-for-sale investment securities totaling $20,893,000 were recorded, net of $6,176,000 in tax benefit, as accumulated other comprehensive loss within shareholders' equity at* September 30, 2024*. During thenine months ended* September 30, 2024,the Company sold 157 available-for-sale investment securities for proceeds of $116,285,000 recording a $19,817,000 net loss on sale. The Company realized a gain on sale fromten of these securities totaling $115,000 and a loss on sale of 147 securities totaling $19,932,000. During thethree* months ended* September 30, 2024,*the Company soldtwo available-for-sale investment securities for proceeds of $1,447,000 recording a $9,000 net gain on sale. The Company realized a gain on sale fromone of these securities totaling $29,000 and a loss on sale ofone security totaling $20,000.

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 loss within shareholders' equity at* December 31, 2023*. No securities were sold during thenine months ended* September 30, 2023*.

There wereno transfers of available-for-sale investment securities during thenine months ended* September 30, 2024* andtwelve months ended* December 31, 2023*. There wereno securities classified as held-to-maturity at* September 30, 2024* or* December 31, 2023*.

8

Investment securities with unrealized losses at* September 30, 2024* and* December 31, 2023* are summarized and classified according to the duration of the loss period as follows, in thousands:

September 30, 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$-$-$3,991$7$3,991$7
U.S. Government-sponsored agencies collateralized by mortgage obligations - residential4,3572101,18710,242105,54410,244
U.S. Government-agencies collateralized by mortgage obligations - commercial9,31010660,4548,76169,7648,867
Obligations of states and political subdivisions1,9411150,5446,79752,4856,808
$15,608$119$216,176$25,807$231,784$25,926
December 31, 2023 · Less than 12 Months · 12 Months or More · Total
Fair · Unrealized · Fair · Unrealized · Fair · Unrealized
Value · Losses · Value · Losses · Value · Losses
Debt securities:
U.S. Treasury securities$-$-$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* September 30, 2024*, the Company held 309 securities of whichsix were in a loss position for less thantwelve months and 180 were in a loss position fortwelve months or more. Of the 309 securitiesone is a U.S. Treasury security,92 are U.S. Government-sponsored agencies collateralized by residential mortgage obligations,46 were U.S. Government agencies collateralized by commercial mortgage obligations and 170 were 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* September 30, 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* September 30, 2024* by contractual maturity are shown below, in thousands.

Amortized CostEstimated Fair Value
Within one year$4,818$4,809
After one year through five years5,7935,824
After five years through ten years17,54417,765
After ten years71,17365,252
Investment securities not due at a single maturity date:
Government- agencies commercial mortgage-backed securities134,642127,384
Government-sponsored agencies residential mortgage-backed securities243,643235,686
$477,613$456,720

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 $327,379,000 and $316,733,000 and estimated fair values totaling $314,662,000 and $285,534,000 at* September 30, 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:

September 30,December 31,
20242023
Commercial$82,192$74,271
Agricultural121,709129,389
Real estate – residential11,67211,914
Real estate – commercial618,236544,339
Real estate – construction and land development54,28757,717
Equity lines of credit (Equity LOC)37,65237,871
Auto72,38898,132
Other5,3524,931
Total loans1,003,488958,564
Deferred loan costs, net3,1882,907
Loans, amortized cost basis1,006,676961,471
Allowance for credit losses(13,606)(12,867)
Total net loans$993,070$948,604

Salaries and employee benefits totaling $2,062,000 and $1,765,000 have been deferred as loan origination costs during thenine months ended* September 30, 2024and2023*, respectively. Salaries and employee benefits totaling $599,000 and $694,000 have been deferred as loan origination costs during thethree months ended* September 30, 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. Non-performing loans consist of nonaccrual loans and loans past due90 days or more and still accruing.

Other Real Estate Owned

Other real estate owned relates to real estate acquired in full or partial settlement of loan obligations. At* September 30, 2024other real estate owned totaled $141,000, consisting ofone single family residential real estate (SFR) property. At December 31, 2023other real estate owned totaled $357,000 also consisting ofone SFR property. There wasone commercial real estate loan with a balance of $53,000 secured by a SFR property for which formal foreclosure proceedings were in process at September 30, 2024andone consumer mortgage loan with a balance of $122,000 secured by a SFR property for which formal foreclosure proceedings were in process at December 31, 2023.*

10

The following table presents the amortized cost basis of 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 September 30, 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$14,545$13,303$17,492$9,541$2,107$7,83915,065$-$79,892
Special Mention8316177464-3948-827
Substandard-29399526348533165-2,234
Total Commercial loans$14,628$13,612$18,664$10,268$2,592$7,911$15,278$-$82,953
Current period gross charge-offs$-$-$43$-$-$22$-$-$65
Agricultural
Pass$5,465$8,398$15,322$11,482$14,351$28,761$14,067$-$97,846
Special Mention2,159561,2373581,4001,4762,097-8,783
Substandard-2,7105,2253,772-1,2812,358-15,346
Total Agricultural$7,624$11,164$21,784$15,612$15,751$31,518$18,522$-$121,975
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Real Estate - Residential
Pass$384$1,111$-$2,087$2,380$4,954$521$-$11,437
Substandard-----262--262
Total Real Estate - Residential$384$1,111$-$2,087$2,380$5,216$521$-$11,699
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Real Estate -Commercial
Pass$64,859$83,296$137,108$83,211$74,350$161,143$6,724$-$610,691
Special Mention255-173--3,356452-4,236
Substandard--620-7422,511--3,873
Total Real Estate -Commercial$65,114$83,296$137,901$83,211$75,092$167,010$7,176$-$618,800
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Real Estate -Construction
Pass$12,858$26,111$9,181$3,679$959$854$-$-$53,642
Special Mention--210-----210
Substandard112-------112
Total Real Estate -Construction$12,970$26,111$9,391$3,679$959$854$-$-$53,964
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Equity LOC
Pass$-$-$-$-$-$-$34,479$3,483$37,962
Substandard------259287546
Total Equity LOC$-$-$-$-$-$-$34,738$3,770$38,508
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Total
Pass$98,111$132,219$179,103$110,000$94,147$203,551$70,856$3,483$891,470
Special Mention2,497721,7978221,4004,8712,597-14,056
Substandard1123,0036,8404,0351,2274,0872,78228722,373
Total$100,720$135,294$187,740$114,857$96,774$212,509$76,235$3,770$927,899
Current period gross charge-offs$-$-$43$-$-$22$-$-$65
Auto
Performing$-$25,247$24,649$11,642$5,548$5,175$-$-$72,261
Non-performing-242247255225154--1,123
Total Auto$-$25,489$24,896$11,897$5,773$5,329$-$-$73,384
Current period gross charge-offs$-$296$519$154$104$219$-$-$1,292
Other
Performing$2,248$1,481$936$436$112$11$155$-$5,379
Non-performing--14----14
Total Other$2,248$1,481$950$436$112$11$155$-$5,393
Current period gross charge-offs$-$4$11$31$6$12$1$-$65
Total
Performing$2,248$26,728$25,585$12,078$5,660$5,186$155$-$77,640
Non-performing-242261255225154--1,137
Total$2,248$26,970$25,846$12,333$5,885$5,340$155$-$78,777
Total Loans$102,968$162,264$213,586$127,190$102,659$217,849$76,390$3,770$1,006,676
Total gross charge-offs$-$300$573$185$110$253$1$-$1,422

11

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

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

Non Performing Loans
September 30, 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$333$387$-$75$132$-
Agricultural567567-2,0662,066-
Real estate – residential8989-223223-
Real estate – commercial1,7291,729-774774-
Real estate – construction & land development------
Equity lines of credit546546-572572-
Auto1,1231,123-1,0491,049-
Other1414-44-
Total Gross Loans$4,401$4,455$-$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 show interest reversed against interest income for loans placed on nonaccrual status during thethree andnine months ended* September 30, 2024and2023.*

Three months ended:
(in thousands)September 30, 2024September 30, 2023
Commercial$6$4
Agricultural29-
Real estate – commercial264
Auto128
Other-1
Total$73$17
Nine months ended:
(in thousands)September 30, 2024September 30, 2023
Commercial$10$6
Agricultural2941
Real estate – residential9-
Real estate – commercial4023
Equity Lines of Credit105
Auto2128
Other-1
Total$119$104

On* September 30, 2024,there wasone* commercial nonaccrual loan with an amortized cost of $54,000 that had an allowance for credit losses totaling $26,000. On* December 31, 2023,there wasone* commercial nonaccrual loan with an amortized cost of $57,000 that had an allowance for credit losses totaling $28,000. No income was recognized on nonaccrual loans accounted on a cash basis during thenine months ended* September 30, 2024and2023.*

13

The following table presents the amortized cost basis of loans at* September 30, 2024,that were both experiencing financial difficulty and modified during thethree* months ended* September 30, 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
Agricultural2,3571.93%

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty as of* September 30, 2024:*

Weighted-Average Term Extension (in months)
Agricultural6.0

The following table presents the amortized cost basis of loans at* September 30, 2024,that were both experiencing financial difficulty and modified during thennine* months ended* September 30, 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
Commercial320.04%
Agricultural2,4131.98%
Total$2,4450.24%

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty as of* September 30, 2024:*

Weighted-Average Term Extension (in months)
Commercial6.0
Agricultural7.3
Total7.2

The following table presents the amortized cost basis of loans at* September 30, 2023,that were both experiencing financial difficulty and modified during thenthree* months ended* September 30, 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
Agricultural8370.64%

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty as of* September 30, 2023:*

Weighted-Average Term Extension (in months)
Agricultural7.0

The following table presents the amortized cost basis of loans at* September 30, 2023,that were both experiencing financial difficulty and modified during thennine* months ended* September 30, 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%

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty as of* September 30, 2023:*

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

Loans with payment defaults by borrowers experiencing financial difficulty during thenine months ended* September 30, 2024*, which had material modifications in rate, term or principal forgiveness during thetwelve months prior to default totaled $4.8 million in agricultural loans which were46 days past due at* September 30, 2024,andone* commercial loan totaling $32,000 which was70 days past due at* September 30, 2024.The commercial loan experienced a payment default in the currentthree*-month period while the agricultural loans experienced payment defaults during thesix months ended* June 30, 2024,as well as in the currentthree*-month period. Additionally, $1.3 million in agricultural loans that were in payment default earlier in the year, paid off in the current quarter. There wereno loans payment defaults by borrowers experiencing financial difficulty during thenine months ended* September 30, 2023,which had material modifications in rate, term or principal forgiveness during thetwelve* months prior to default.

14

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

Nine Months Ended September 30, 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(65)-----(1,292)(65)(1,422)
Recoveries21-3---64220686
(Recovery of) provision for credit losses26932(30)8305117253531,475
Ending balance$1,359$1,770$110$7,508$848$456$1,468$87$13,606
Three Months Ended September 30, 2024:
Allowance for credit losses
Beginning balance$1,426$1,780$121$7,581$973$458$1,654$89$14,082
Charge-offs------(396)(16)(412)
Recoveries6-1---26613286
(Recovery of) provision for credit losses(73)(10)(12)(73)(125)(2)(56)1(350)
Ending balance$1,359$1,770$110$7,508$848$456$1,468$87$13,606
Nine Months Ended September 30, 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(108)-----(1,042)(102)(1,252)
Recoveries17-22--45849528
(Recovery of) provision for credit losses461(73)29597311143900572,425
Ending balance$1,616$1,161$171$7,067$860$409$1,614$49$12,947
Three Months Ended September 30, 2023:
Allowance for credit losses
Beginning balance$1,547$1,478$169$6,862$866$401$1,566$496$13,385
Charge-offs(59)-----(438)(17)(514)
Recoveries5--1--15342201
(Recovery of) provision for credit losses123(317)2204(6)8333(472)(125)
Ending balance$1,616$1,161$171$7,067$860$409$1,614$49$12,947

The following tables summarize the activity in the reserve for unfunded commitments which is recorded on the balance sheet within other liabilities for thethree andnine months ended* September 30, 2024,and2023.*

Three months ended:
(in thousands)September 30, 2024September 30, 2023
Beginning balance$720$924
Recovery of provision for credit losses(50)(75)
Ending balance$670$849
Nine months ended:
(in thousands)September 30, 2024September 30, 2023
Beginning balance$799$341
Impact of CECL Adoption-258
(Recovery of) provision for credit losses(129)250
Ending balance$670$849

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

Total
September 30, 2024 · 90 Days · Past Due
30-59 Days · 60-89 Days · and Still · and
Past Due · Past Due · Accruing · Nonaccrual · Nonaccrual · Current · Total
Commercial$491$118$-$387$996$81,957$82,953
Agricultural4,8332,966-5678,366113,609121,975
Real estate – residential174--8926311,43611,699
Real estate – commercial923709-1,7293,361615,439618,800
Real estate - construction & land857110--96752,99753,964
Equity Lines of Credit274150-54697037,53838,508
Auto1,147434-1,1232,70470,68073,384
Other597-14805,3135,393
Total$8,758$4,494$-$4,455$17,707$988,969$1,006,676
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

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The following tables present the amortized cost basis of collateral dependent loans by class of loans at* September 30, 2024*in thousands:

Commercial -1st · SFR-1st · SFR-2nd · SFR-3rd
Equipment · Crops · Deed · Deed · Deed · Deed · Total
Commercial$257$-$-$-$-$-$257
Agricultural-535----535
Real estate – residential-------
Real estate – commercial--1,5005327501,630
Real estate - construction & land-------
Equity Lines of Credit----178-178
Auto-------
Other-------
Total$257$535$1,500$53$205$50$2,600

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 · SFR-3rd
Equipment · Crops · Deed · Deed · Deed · Deed · Total
Commercial$55$-$-$-$-$-$55
Agricultural-2,066---2,066
Real estate – residential--122--122
Real estate – commercial--634-28-662
Real estate - construction & land------
Equity Lines of Credit--105190-295
Auto------
Other------
Total$55$2,066$634$227$218$-$3,200

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 $158.7 million and $174.6 million and stand-by letters of credit of $0 and $108,000 at* September 30, 2024* and* December 31, 2023*, respectively.

Of the loan commitments outstanding at* September 30, 2024*, $23.9 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 September 30, 2024* and* December 31, 2023* totaled $670,000 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.

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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 · For the Nine Months Ended
September 30,September 30,
(In thousands, except per share data)2024202320242023
Net Income:
Net income$7,830$7,970$20,870$22,255
Earnings Per Share:
Basic earnings per share$1.33$1.36$3.54$3.80
Diluted earnings per share$1.31$1.34$3.50$3.75
Weighted Average Number of Shares Outstanding:
Basic shares5,8965,8665,8935,861
Effect of dilutive of stock options and restricted stock72666371
Diluted shares5,9685,9325,9565,932

There wereno stock options having an antidilutive effect during thethree-month andnine-month periods ended* September 30, 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 139,847 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 the2013 Stock Option Plan.

107,200 options were granted under the2022 Plan during thenine months ended* September 30, 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 nine months ended September 30, 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(25,670)15.75
Options outstanding at September 30, 2024139,847$22.582.5$2,545,215
Options exercisable at September 30, 2024139,847$22.582.5$2,545,215

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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 cancelled(1,200)34.07
Options exercised(1,300)31.00
Options outstanding at September 30, 2024210,200$32.558.5$1,729,946
Options exercisable at September 30, 202443,600$31.007.4$426,408
Expected to vest after September 30, 2024143,576$32.958.7$1,124,200

As of* September 30, 2024*, there was $1.4 million in total unrecognized compensation cost related to non-vested stock options under the2022 plan. That cost is expected to be recognized over a weighted average period of 3.7 years. There wereno unrecognized costs remaining under the2013 plan as of* September 30, 2024.*

Information related to the stock options plans during the three months ended September 30, 2024, and 2023.

2024 · 2023
Fair value of options vested$192,000$215,000
Intrinsic value of options exercised$25,000$72,000
Cash received from option exercises$-$93,000
Tax benefit from option exercises$5,000$12,000
Compensation cost$131,000$87,000
Tax benefit associated with compensation cost$13,000$7,000

Information related to the stock options plans during the nine months ended September 30, 2024, and 2023.

20242023
Fair value of options vested$199,000$222,000
Intrinsic value of options exercised$561,000$457,000
Cash received from option exercises$367,000$261,000
Tax benefit from option exercises$74,000$75,000
Compensation cost$350,000$260,000
Tax benefit associated with compensation cost$33,000$19,000

During thenine months ended* September 30, 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* andnine months ended* September 30, 2024were $26,000 and $63,000, respectively. As of September 30, 2024,*there was $40,000 of total unrecognized compensation cost related to restricted stock units. That cost is expected to be recognized over a weighted average period of 0.4 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 andnine-months ended* September 30, 2023totaled $(21,000) and$4,000, respectively. There wereno compensation costs related to these shares in2024.*

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 thenine months ended* September 30, 2024,and2023.*

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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* September 30, 2024* follows, in thousands:

Fair Value Measurements at September 30, 2024, Using:
Carrying Value · Level 1 · Level 2 · Level 3 · Total Fair Value
Financial assets:
Cash and cash equivalents$117,959$117,959$-$-$117,959
Investment securities456,720-456,720-456,720
Loans, net993,070--973,768973,768
FHLB stock6,234---N/A
FRB Stock1,377---N/A
Financial liabilities:
Deposits1,350,9961,248,755102,354-1,351,109
Repurchase agreements16,992-16,992-16,992
Borrowings75,000--72,73472,734

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.

20

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* September 30, 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* September 30, 2024* are summarized below, in thousands:

Fair Value Measurements at
September 30, 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$3,991$-$3,991$-
U.S. Government-sponsored agencies collateralized by mortgage obligations- residential235,686-235,686-
U.S. Government agencies collateralized by mortgage obligations-commercial127,384-127,384-
Obligations of states and political subdivisions89,659-89,659-
$456,720$-$456,720$-

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.

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Assets and liabilities measured at fair value on a non-recurring basis at* September 30, 2024* are summarized below, in thousands:

Fair Value Measurements at
September 30, 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:
Collateral-dependent loans
Commercial$28$-$-$28
Other Real Estate Owned:
RE – Residential$141$-$-$141

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
Active · Significant
Markets for · Other · Significant
Identical · Observable · Unobservable
Total · Assets · Inputs · Inputs
Fair Value · (Level 1) · (Level 2) · (Level 3)
Assets:
Collateral-dependent loans
Commercial$27$-$-$27
Other Real Estate Owned:
RE – Residential$357$-$-$357

The following methods were used to estimate fair value.

Collateral-Dependent 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 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 thenine months ended* September 30, 2024*, related to the above collateral-dependent loan. Impairment charges of $28,000 were recognized during thenine months ended* September 30, 2023,related to the above collateral dependent loans. The collateral-dependent loans at September 30, 2024and December 31, 2023consist solely of loans which have been allocated a specific credit reserve. Collateral-dependent loans consisted ofone* loan on* September 30, 2024,and December 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.

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The following table presents quantitative information about Level3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at* September 30, 2024* and* December 31, 2023* (dollars in thousands):

Range · Range
Fair Value · Fair Value · Valuation · (Weighted Average) · (Weighted Average)
Description9/30/202412/31/2023TechniqueSignificant Unobservable Input9/30/202412/31/2023
Collateral-dependent loans
Commercial$28$27Third Party appraisalsManagement Adjustments to Reflect Current Conditions and Selling Costs48%48%
Other Real Estate:
RE – Residential$141$357Third Party appraisalsManagement Adjustments to Reflect Current Conditions and Selling Costs39%11%

10. OTHER COMPREHENSIVE LOSS

The changes in the accumulated balances for each component of other comprehensive loss, net of tax for the nine months ended September 30, 2023 and September 30, 2024 were as follows:

Unrealized · Unrealized · Accumulated
Gains (Losses) · Gain (loss) · Comprehensive
on AFS Securities · Cash Flow Hedge · Loss, net of tax
Beginning Balance, January 1, 2023$(54,183)$2,002$(36,756)
Current year-to-date other comprehensive loss(22,003)(2,002)(16,909)
Ending balance, September 30, 2023$(76,186)$-$(53,665)
Beginning Balance, January 1, 2024$(46,088)$-$(32,464)
Current year-to-date other comprehensive income25,195-17,747
Ending balance, September 30, 2024$(20,893)$-$(14,717)

Reclassifications out of accumulated other comprehensive loss for the nine months ended September 30, 2024 and September 30, 2023, were as follows:

Amounts Reclassified from Accumulated Other Comprehensive Loss
Details about Accumulated Other Comprehensive (Loss) Components · Nine Months Ended September 30, 2024 · Nine Months Ended September 30, 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 securities19,817-Non-Interest Income
Tax effect(5,858)-Provision for income taxes
Total reclassifications for the period$13,959$1,202Net income

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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.