Eagle Bancorp Montana Inc

NOTE1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Eagle Bancorp Montana, Inc. (“Eagle” or the “Company”), is a Delaware corporation that holds 100% of the capital stock of Opportunity Bank of Montana (“OBMT” or the “Bank”), formerly American Federal Savings Bank (“AFSB”). The Bank was founded in1922 as a Montana chartered building and loan association and has conducted operations and maintained its administrative office in Helena, Montana since that time. In1975, the Bank adopted a federal thrift charter and in* October 2014*converted to a Montana chartered commercial bank and became a member bank in the Federal Reserve System.

In* September 2021,the Company entered into an Agreement and Plan of Merger ("Merger Agreement") with First Community Bancorp, Inc. ("FCB"), a Montana corporation, and FCB's wholly-owned subsidiary, First Community Bank, a Montana chartered commercial bank. The Merger Agreement provided that, upon the terms and subject to the conditions set forth in the Merger Agreement, FCB would merge with and into Eagle, with Eagle continuing as the surviving corporation. The merger closed on April 30, 2022.First Community Bank operatednine* branches in Ashland, Culbertson, Froid, Glasgow, Helena, Hinsdale, Three Forks and Wolf Point, Montana.

In* March 2021,the Bank established a subsidiary, Opportunity Housing Fund, LLC ("OHF"), to invest in Low-Income Housing Tax Credit ("LIHTC") projects. The LIHTC program is designed to encourage capital investment in construction and rehabilitation of low-income housing. Tax credits are allowable over a10*-year period. Amortizing investments in LIHTC projects are included inother assets on the consolidated statements of financial condition and totaled $7,053,000 and $7,644,000 as of* September 30, 2024* and* December 31, 2023*, respectively. Outstanding funding obligations for LIHTC projects are included in accrued expenses and other liabilities on the condensed consolidated financial statements of condition and totaled $270,000 and $2,660,000 as of* September 30, 2024* and* December 31, 2023*, respectively.

On* January 1, 2020,the Company acquired Western Holding Company of Wolf Point, ("WHC"), a Montana corporation, and WHC's wholly-owned subsidiary, Western Bank of Wolf Point ("WB"), a Montana chartered commercial bank. The acquisition includedone* branch in Wolf Point, Montana. In addition, Western Financial Services, Inc. ("WFS") was acquired through the WHC merger. In* December 2023,*WFS changed its name to Opportunity Financial Services, Inc. ("OFS"). OFS facilitates deferred payment contracts for customers that produce agricultural products.

The Bank currentlyhas29 full-service branches. The Bank’s principal business is accepting deposits and, together with funds generated from operations and borrowings, investing in various types of loans and securities.

Basis of Financial Statement Presentation and Use of Estimates

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form10-Q and Article10 of Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). It is recommended that these unaudited interim condensed consolidated financial statements be read in conjunction with the Company’s Annual Report on Form10-K with all of the audited information and footnotes required by U.S. GAAP for complete financial statements for the year ended* December 31, 2023*, as filed with the SEC on* March 6, 2024.*In the opinion of management, all normal adjustments and recurring accruals considered necessary for a fair presentation of the financial position and results of operations for the periods presented have been included.

The results of operations for thenine-month period ended* September 30, 2024* arenot necessarily indicative of the results to be expected for the year ending* December 31, 2024* or any other period. In preparing condensed consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated statement of financial condition and reported amounts of revenues and expenses during the reporting period. Actual results could differ from estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses ("ACL"), mortgage servicing rights, the fair value of financial instruments, the valuation of goodwill and deferred tax assets and liabilities.

Principles of Consolidation

The condensed consolidated financial statements include Eagle, the Bank, OHF, Eagle Bancorp Statutory Trust I (the “Trust”) and OFS. All significant intercompany transactions and balances have been eliminated in consolidation.

Reclassifications

Certain prior period amounts were reclassified to conform to the presentation for2024. These reclassifications hadno impact on net income or shareholders’ equity.

Subsequent Events

The Company has evaluated events and transactions subsequent to* September 30, 2024* for recognition and/or disclosure.

Goodwill

Goodwill is recorded upon completion of a business combination as the difference between the purchase price and the fair value of net identifiable assets acquired. Subsequent to initial recognition, the Company tests goodwill for impairment annually as of* October 31,or more often if events or circumstances, such as adverse changes in the business climate indicate there may*be impairment. A goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying value. An impairment charge is recorded for the amount by which thy carrying amount exceeds the reporting unit’s fair value. For goodwill considerations the Company is a single reporting unit.

During the quarter ended* September 30, 2024,Management performed a quantitative goodwill impairment test with assistance from athird*-party valuation specialist. The interim determination was primarily driven by a revision in the Company’s earnings outlook in comparison to budget. A weighted average of both the market and income approaches was used in valuing the reporting unit’s fair value. The interim goodwill impairment assessment as of* August 31, 2024concluded that goodwill wasnot* impaired.

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NOTE1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES– continued

Recently Adopted Accounting Pronouncements

In* March 2020,the FASB issued ASUNo.* 2020-04, Reference Rate Reform (Topic848) which provides temporary optional expedients to ease the financial reporting burdens of the expected market transition from London Interbank Offered Rate (“LIBOR”) to an alternative reference rate such as Secured Overnight Financing Rate ("SOFR"). In* January 2021,the FASB issued ASUNo.* 2021-01, Reference Rate Reform (Topic848), which clarifies that certain optional expedients and exceptions in Topic848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASUNo. 2021-01 was effective upon issuance and generally can be applied through* December 31, 2024.The Company has reviewed all of its LIBOR based products and all products have been adjusted to another index as LIBOR ceased to be published after June 30, 2023.ASUNo.* 2021-01 didnot have a significant impact on the Company's consolidated financial statements.

Recently Issued Accounting Pronouncements

In* November 2023,the FASB issued ASUNo.* 2023-07, Segment Report (Topic280): Improvements to Reportable Segment Disclosures. The updated accounting guidance requires expanded reportable segment disclosures, primarily related to significant segment expenses which are regularly provided to the company's chief operating decision maker. The guidance is effective for fiscal years beginning after* December 15, 2023,and interim periods within annual periods beginning after December 15, 2024.*Retrospective application is required. The Company is currently evaluating the effect the updated guidance will have on the Company's financial statement disclosures as the Company has a single reportable segment.

In* December 2023,the FASB issued ASUNo.* 2023-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures. The updated accounting guidance requires enhanced income tax disclosures, including the disaggregation of existing disclosures related to the tax rate reconciliation and income taxes paid. This ASU is effective for annual periods beginning after* December 15, 2024,*with early adoption permitted. The Company is currently evaluating the effect the updated guidance will have on its consolidated financial statements and related disclosures.

NOTE2. INVESTMENT SECURITIES

The amortized cost and fair values of securities, together with unrealized gains and losses, were as follows:

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NOTE2. INVESTMENT SECURITIES**–**** continued**

Proceeds from sale of available-for sale securities and the associated realized gains and losses were as follows:

The amortized cost and fair value of securities by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers* may*have the right to call or prepay obligations with or without call or prepayment penalties.

As of* September 30, 2024* and* December 31, 2023*, securities with a fair value of$23,139,000 and $23,076,000, respectively, were pledged to secure public deposits and for other purposes required or permitted by law.

The Company’s investment securities that have been in a continuous unrealized loss position for less thantwelve months and those that have been in a continuous unrealized loss position fortwelve or more months were as follows:

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NOTE2. INVESTMENT SECURITIES**–**** continued**

As of* September 30, 2024* and* December 31, 2023*, there were, respectively,267 and 286 securities in unrealized loss positions. Based on analysis of available-for-sale debt securities with unrealized losses as of* September 30, 2024*, the Company determined the decline in value was unrelated to credit losses and was primarily caused by changes in interest rates and market spreads subsequent to the initial purchase of the securities. Management doesnot intend to sell and the Company isnot likely to be required to sell these securities prior to maturity. As a result, no ACL was recorded on available-for-sale securities at* September 30, 2024* and* December 31, 2023*. As part of this determination, consideration was given to the extent to which fair value was less than amortized cost, adverse security ratings by a rating agency and other factors.

NOTE3. LOANS RECEIVABLE** **

Loans receivable consisted of the following:

Included in the above are loans guaranteed by U.S. government agencies tota ling$13,513,000 and $23,215,000 at* September 30, 2024* and* December 31, 2023*, respectively.

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The following table provides allowance for credit losses activity for thethree months ended* September 30, 2024*.

The following table provides allowance for credit losses activity for thenine months ended* September 30, 2024*.

The following table provides allowance for credit losses activity for thethree months ended* September 30, 2023*.

The following table provides allowance for credit losses activity for thenine months ended* September 30, 2023*.

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Internal classification of the loan portfolio by amortized cost and based on year originated was as follows:

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The following tables include information regarding delinquencies within the loan portfolio.

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NOTE3. LOANS RECEIVABLE** – continued**

Interest income recognized on nonaccrual loans for thethree andnine months ended* September 30, 2024and2023* is considered insignificant. Interest payments received on a cash basis related to nonaccrual loans were $468,000 at* September 30, 2024* and$471,000 at * December 31, 2023*.

The following tables presents the amortized cost basis of collateral-dependent loans by class of loans.

During thethree months ended* September 30, 2024,the Company didnot modify any loans. During thenine* months ended* September 30, 2024,the Company modifiedone farmland loan by extending the payment forseven months. The load had amortized cost of $155,000 or 0.1% of farmland loans at September 30, 2024*. There wasno forgiveness of principal, and the loan was current with its modified terms as of* September 30, 2024*.

During thethree months ended* September 30, 2023,the Company modifiedone commercial real estate loan with an amortized cost basis of $431,000 or 0.1% of commercial real estate loans by consolidatingfour* loans and refinancing intoone short-term, interest only loan for12 months. There wasno forgiveness of principal, and the loan was paid off during the year ended* December 31, 2023.During thenine* months ended* September 30, 2023,the Company modifiedtwo* commercial real estate loans. Thefirst loan was modified by consolidatingfour loans and refinancing intoone short-term, interest only loan for12 months. There wasno forgiveness of principal, and the loan was paid off during the year ended* December 31, 2023.Thesecond* commercial real estate loan was modified by consolidatingtwo lines of credit and refinancing intoone long-term loan forten years. It had an amortized cost of $534,000 or 0.1% of commercial real estate loans. There wasno forgiveness of principal, and the loan was current with its modified terms as of* September 30, 2024.*

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NOTE4. MORTGAGE SERVICING RIGHTS

The Company is servicing mortgage loans for the benefit of others which arenot included in the condensed consolidated statements of financial condition and have unpaid principal balances of $2,021,571,000 and $2,066,505,000 at* September 30, 2024* and* December 31, 2023*, respectively. Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors and foreclosure processing. Mortgage loan servicing fees were$1,265,000 and $1,262,000 for thethree months ended* September 30, 2024and2023*, respectively. Mortgage loan servicing fees were $3,844,000 and $3,797,000 for thenine months ended* September 30, 2024and2023*, respectively. These fees, net of amortization, are included in mortgage banking, net, which is a component of noninterest income on the condensed consolidated statements of income.

Custodial balances maintained in connection with the foregoing loan servicing are included in noninterest checking deposits and were$15,395,000 and$8,539,000 at* September 30, 2024* and* December 31, 2023*, respectively.

The following table is a summary of activity in mortgage servicing rights:

The fair values of these mortgage servicing rights were $19,944,000 and $20,388,000 at* September 30, 2024* and* December 31, 2023*, respectively. The fair value of mortgage servicing rights was determined at loan level, depending on the interest rate and term of the specific loan, using the following valuation assumptions:

NOTE5. DEPOSITS

Deposits are summarized as follows:

Time certificates of deposit include $22,097,000 and $72,168,000 of fixed rate brokered certificates at* September 30, 2024* and* December 31, 2023*, respectively.

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NOTE6. OTHER LONG-TERM DEBT

Other long-term debt consisted of the following:

In* January 2022,the Company completed the issuance of $40,000,000 in aggregate principal amount of subordinated notes due in2032* in a private placement transaction to certain institutional accredited investors and qualified buyers. The notes bear interest at an annual fixed rate of 3.50% payable semi-annually. Starting* February 1, 2027,interest will accrue at a floating rate per annum equal to a benchmark rate, which is expected to bethree*-month term Secured Overnight Financing Rate ("SOFR") plus a spread of 218.0 basis points, payable quarterly. The notes are subject to redemption at the option of the Company on or after* February 1, 2027.The subordinated debentures qualify as Tier2* capital for regulatory capital purposes.

In* June 2020,the Company completed the issuance of $15,000,000 in aggregate principal amount of subordinated notes due in2030* in a private placement transaction to certain qualified institutional accredited investors. The notes bear interest at an annual fixed rate of 5.50% payable semi-annually. Starting* July 1, 2025,interest will accrue at a floating rate per annum equal to a benchmark rate, which is expected to bethree*-month term SOFR plus a spread of 509.0 basis points, payable quarterly. The notes are subject to redemption at the option of the Company on or after* July 1, 2025.The subordinated debentures qualify as Tier2* capital for regulatory capital purposes.

In* September 2005,the Company completed the private placement of $5,155,000 in subordinated debentures to the Trust. The Trust funded the purchase of the subordinated debentures through the sale of trust preferred securities to First Tennessee Bank, N.A. with a liquidation value of $5,155,000. Using interest payments made by the Company on the debentures, the Trust began paying quarterly dividends to preferred security holders in December 2005.The annual percentage rate of the interest payable on the subordinated debentures and distributions payable on the preferred securities was fixed at 6.02% until December 2010then became variable atthree*-month LIBOR plus 1.42% until* June 30, 2023,making the rate 6.20% as of December 31, 2023*. In* Decemberof2022,* Governors of the Federal Reserve System adopted final rule12 C.F.R. Part253, Regulation Implementing the Adjustable Interest Rate (LIBOR) Act. Rule253 identified SOFR-benchmark rates to replace LIBOR in certain financial contracts after* June 30, 2023.As a result, the variable rate for interest payable converted tothree*-month CME Term SOFR plus 1.68% beginning during the quarter ended* March 31, 2024.The rate was 6.27% as of September 30, 2024.Dividends on the preferred securities are cumulative and the Trust maydefer the payments for up tofive years. The preferred securities mature in December 2035unless the Company elects and obtains regulatory approval to accelerate the maturity date. The subordinated debentures qualify as Tier1* capital for regulatory purposes.

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NOTE7. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table includes information regarding the activity in accumulated other comprehensive income (loss).

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NOTE8. EARNINGS PER COMMON SHARE** **

The computations of basic and diluted earnings per common share are as follows:

NOTE9. DERIVATIVES AND HEDGING ACTIVITIES** **

The Company enters into commitments to originate and sell mortgage loans. The Bank uses derivatives to hedge the risk of changes in fair values of interest rate lock commitments and mortgage loans held-for-sale. An optimal amount of mortgage loans are sold directly into bulk commitments with investors at the time an interest rate is locked, other loans are sold on an individual best-efforts basis at the time an interest rate is locked, and the remaining balance of locked loans are hedged using To-Be-Announced (“TBA”) mortgage-backed securities or bulk mandatory forward loan sale commitments.

Derivatives are accounted for as free-standing or economic derivatives and are measured at fair value. Derivatives are recorded as either other assets or other liabilities on the condensed consolidated statements of condition.

Derivatives are summarized as follows:

Changes in the fair value of the derivatives are recorded in mortgage banking, net, within noninterest income on the condensed consolidated statements of income. Net gains of $118,000 were recorded for thethree months ended* September 30, 2024* compared to net gains of $39,000 for thethree months ended* September 30, 2023*. Net gains of $51,000 were recorded for thenine months ended* September 30, 2024*, compared to net gains of $133,000 for thenine months ended* September 30, 2023*.

NOTE*10***.**FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Assets and liabilities that are measured at fair value are grouped inthree levels within the fair value hierarchy based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

The fair value hierarchy is as follows:

A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy at the reporting date, is set forth below.

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NOTE10. FAIR VALUE OF FINANCIAL INSTRUMENTS** – continued**

Available-for-Sale Securities – Securities classified as available-for-sale are reported at fair value utilizing Level1 (nationally recognized securities exchanges) and Level2 inputs. For level2 securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that* mayinclude but isnot* limited to dealer quotes, market spreads, cash flows, the U. S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayments speeds, credit information and the bond’s terms and conditions.

Loans Held-for-Sale – These loans are reported at fair value. Fair value is determined based on expected proceeds based on committed sales contracts and commitments of similar loans ifnot already committed and are considered Level2 inputs.

Derivative Instruments – The fair value of the interest rate lock commitments, forward TBA mortgage-backed securities and mandatory forward commitments are estimated using quoted or published market prices for similar instruments and adjusted for factors such as pull-through rate assumptions based on historical information, where appropriate. Interest rate lock commitments are considered Level3 inputs and forward TBA mortgage-backed securities and mandatory forward commitments are considered Level2 inputs.

Collateral-Dependent Loans– Individually reviewed collateral-dependent loans are reported at the fair value of the underlying collateral less costs to sell. Collateral-dependent loans are considered Level3 inputs. Collateral values are estimated using Level3 inputs based on internally customized discounting criteria.

Real Estate and Other Repossessed Assets – Fair values are determined at the time the loan is foreclosed upon and the asset is transferred from loans. The value is based primarily onthird party appraisals, less costs to sell and are considered Level3 inputs for determining fair value. Repossessed assets are reviewed and evaluated periodically for additional impairment and adjusted accordingly.

Mortgage Servicing Rights*** – The fair value of mortgage servicing rights are estimated using net present value of expected cash flows based on athird party model that incorporates industry assumptions and is adjusted for factors such as prepayment speeds and are considered Level3* inputs.

The following tables summarize financial assets and financial liabilities measured at fair value on a recurring basis, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value.

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NOTE10. FAIR VALUE OF FINANCIAL INSTRUMENTS – continued

Certain financial assets* may*be measured at fair value on a nonrecurring basis. These assets are subject to fair value adjustments that result from the application of lower of cost or fair value accounting or write-downs of individual assets, such as impaired loans that are collateral-dependent, real estate and other repossessed assets and mortgage servicing rights.

The following table summarizes financial assets measured at fair value on a nonrecurring basis for which a nonrecurring change in fair value has been recorded during the reporting periods presented:

The following table represents the Banks’s Level3 financial assets and liabilities, the valuation techniques used to measure the fair value of those financial assets and liabilities, and the significant unobservable inputs and the ranges of values for those inputs.

The following tables provide a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level3) on a recurring basis during thethree andnine months ended* September 30, 2024*.

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NOTE10. FAIR VALUE OF FINANCIAL INSTRUMENTS – continued

The tables below summarize the estimated fair values of financial instruments of the Company, whether ornot recognized at fair value on the condensed consolidated statements of condition. The tables are followed by methods and assumptions that were used by the Company in estimating the fair value of the classes of financial instruments.

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