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Eagle Bancorp Montana, Inc.

For the period ended Mar 31, 2025. Filed May 8, 2025.

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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, 2025 · Filed May 8, 2025

EBMT$20.55-1.6%Stored close · as of Nov 6, 2026

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Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

Eagle Bancorp Statutory Trust I (the "Trust") was established in* September 2005*and is owned 100% by Eagle.

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$6,563,000 and $7,644,000 as of* March 31, 2025* and* December 31, 2024*, 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 $215,000 as of* March 31, 2025* and* December 31, 2024*.

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 revenue from these contracts is accounted for in accordance with ASC Topic606.* The Company is considered an agent in these contracts, as: (i) the Company facilitates payment from customer to supplier, (ii) the Company doesnot take inventory of commodities as they are delivered by supplier to the customer, (iii) pricing of commodities is determined by the market, (iv) consideration on deferred payment contracts is insignificant to the Company and (v) the Company’s exposure to credit risk is minimal. Revenue is recognized net of expenses and reported in other noninterest income in the financial statements. Commodity sales income and the corresponding commodity sales expense were $2,314,000 and$2,800,000 for thethree months ended* March 31, 2025and2024,* respectively, for a net impact of*$0.* Outstanding deferred contracts payable are included in accrued expenses and other liabilities on the condensed consolidated financial statements of condition and totaled $10,314,000 as of* March 31, 2025and $17,792,000 as of December 31, 2024.*

The Bank is headquartered in Helena, Montana, and has additional branches in Ashland, Big Timber, Billings, Bozeman, Butte, Choteau, Culbertson, Denton, Dutton, Froid, Glasgow, Great Falls, Hamilton, Hinsdale, Livingston, Missoula, Sheridan, Three Forks, Townsend, Twin Bridges, Winifred and Wolf Point, Montana. 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.

The Bank currentlyhas30 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, 2024*, as filed with the SEC on* March 14, 2025.*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 thethree-month period ended* March 31, 2025* arenot necessarily indicative of the results to be expected for the year ending* December 31, 2025*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 for2025. These reclassifications hadno impact on net income or shareholders’ equity.

-9 -

NOTE1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES– continued

Subsequent Events

The Company has evaluated events and transactions subsequent to* March 31, 2025* for recognition and/or disclosure.

During* April 2025,the Company purchased 25,000 shares at an average price of $16.34 under its repurchase plan. See Item2* - Unregistered Sales of Equity Securities and Use of Proceeds for additional information regarding the repurchase plan.

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. Our quantitative annual impairment test as of* October 31, 2024also didnot* result in impairment.

Segment Reporting

Management considers operations to be aggregated inone operating segment, as well asone reportable segment. The Company operates asone line of business (community banking) by providing a similar base of commercial and retail customers with comparable product and service offerings throughout our Montana markets. The Company adopted ASUNo. 2023-07, Segment Reporting (Topic280) during the year ended* December 31, 2024.*The President/Chief Executive Officer (“CEO”) serves as the Company’s chief operating decision maker (“CODM”).

The CODM is responsible for assessing performance and allocating operating and capital expenditure resources. The CODM regularly assesses the performance of the single operating and reporting segment based on consolidated net income. The CODM reviews expenses at a level consistent with those reported in the Company’s consolidated statements of income. All significant expense categories are reflected in the consolidated statements of income. The measure of segment assets is reflected in the consolidated statements of financial condition as total assets.

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.

In* November 2023,the FASB issued ASUNo.* 2023-07, Segment Reporting (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 adopted the updated guidance during the year ended December 31, 2024and it didnot* have a significant impact 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 amendments should be applied on a prospective basis, but retrospective application is permitted. The amendments in this ASU became effective for the Company on January 1, 2025and didnot* have a significant impact on the Company’s financial position, results of operations, or liquidity.

Recently Issued Accounting Pronouncements

In* November 2024,the FASB issued ASUNo.* 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses. This update requires that public companies disclose details about specific expenses such as employee compensation, depreciation, amortization, depletion, and inventory purchases. This ASU is effective for annual reporting periods beginning after* December 15, 2026*with early adoption permitted. The Company is currently evaluating the effect the ASU will have on its consolidated financial statements and related disclosures.

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NOTE2. INVESTMENT SECURITIES

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

March 31, 2025 · December 31, 2024
Gross · Gross
Amortized · Unrealized · Fair · Amortized · Unrealized · Fair
Cost · Gains · (Losses) · ACL · Value · Cost · Gains · (Losses) · ACL · Value
(In Thousands)
Available-for-Sale:
U.S. government and agency obligations$4,977$78$(146)$-$4,909$5,298$85$(188)$-$5,195
U.S. treasury obligations52,614-(4,877)-47,73752,592-(5,679)-46,913
Municipal obligations129,1111(13,450)-115,662131,1091(13,233)-117,877
Corporate obligations3,250-(104)-3,1464,249-(87)-4,162
Mortgage-backed securities29,35530(1,312)-28,07329,86721(1,653)-28,235
Collateralized mortgage obligations90,75921(6,024)-84,75689,31311(6,701)-82,623
Asset-backed securities7,30474--7,3787,51183(9)-7,585
Total$317,370$204$(25,913)$-$291,661$319,939$201$(27,550)$-$292,590

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

There wasno sales activity for available-for-sale securities during thethree months ended* March 31, 2025or2024.*

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.

AmortizedFair
CostValue
(In Thousands)
Due in one year or less$6,464$6,442
Due from one to five years34,41431,990
Due from five to ten years84,23573,960
Due after ten years72,14366,440
197,256178,832
Mortgage-backed securities29,35528,073
Collateralized mortgage obligations90,75984,756
Total$317,370$291,661

As of* March 31, 2025* and* December 31, 2024*, securities with a fair value of$21,026,000 and $22,892,000, 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:

Less Than 12 Months · 12 Months or Longer
Gross · Gross
Fair · Unrealized · Fair · Unrealized
Value · Losses · Value · Losses
(In Thousands)
U.S. government and agency obligations$-$-$1,777$(146)
U.S. treasury obligations--47,736(4,877)
Municipal obligations10,758(483)104,349(12,967)
Corporate obligations--3,146(104)
Mortgage-backed securities and collateralized mortgage obligations7,923(69)84,972(7,267)
Asset-backed securities1,743-210-
Total$20,424$(552)$242,190$(25,361)

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

Less Than 12 Months · 12 Months or Longer
Gross · Gross
Fair · Unrealized · Fair · Unrealized
Value · Losses · Value · Losses
(In Thousands)
U.S. government and agency obligations$-$-$1,749$(188)
U.S. treasury obligations--46,914(5,679)
Municipal obligations14,678(261)102,521(12,972)
Corporate obligations--4,163(87)
Mortgage-backed securities and collateralized mortgage obligations10,984(188)85,392(8,166)
Asset-backed securities1,993(9)--
Total$27,655$(458)$240,739$(27,092)

As of* March 31, 2025* and* December 31, 2024*, there were, respectively,280 and 284 securities in unrealized loss positions. Based on analysis of available-for-sale debt securities with unrealized losses as of* March 31, 2025*, 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* March 31, 2025* and* December 31, 2024*. 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:

March 31,December 31,
20252024
(In Thousands)
Real estate loans:
Residential 1-4 family$195,207$199,422
Commercial real estate929,828916,783
Other loans:
Home equity100,66597,543
Consumer26,97828,513
Commercial270,830278,385
Total1,523,5081,520,646
Allowance for credit losses(16,720)(16,850)
Total loans, net$1,506,788$1,503,796

Included in the above are loans guaranteed by U.S. government agencies tota ling$15,667,000 and $16,309,000 at* March 31, 2025* and* December 31, 2024*, respectively.

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The following table provides allowance for credit losses activity for thethree months ended* March 31, 2025*.

Residential · Commercial · Home
1-4 FamilyReal EstateEquityConsumerCommercialTotal
(In Thousands)
Allowance for credit losses on loans:
Beginning balance, January 1, 2025$1,911$10,907$553$245$3,234$16,850
Charge-offs---(6)-(6)
Recoveries-2-114
Recapture(7)(79)(2)(1)(39)(128)
Total ending allowance balance, March 31, 2025$1,893$10,847$549$239$3,192$16,720

The following table provides allowance for credit losses activity for thethree months ended* March 31, 2024*.

Residential · Commercial · Home
1-4 FamilyReal EstateEquityConsumerCommercialTotal
(In Thousands)
Allowance for credit losses on loans:
Beginning balance, January 1, 2024$1,866$10,691$540$304$3,039$16,440
Charge-offs---(1)-(1)
Recoveries-3-16266
Recapture(8)(61)(2)-(24)(95)
Total ending allowance balance, March 31, 2024$1,858$10,633$538$304$3,077$16,410

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

20252024202320222021PriorRevolving LoansTotal Loans
(In Thousands)
RESIDENTIAL 1-4 FAMILY
Pass$1,980$20,399$25,286$31,394$20,231$47,106$2,017$148,413
Special Mention---623---623
Substandard---98-565663
Total Residential 1-4 family1,98020,39925,28632,11520,23147,6712,017149,699
Current-period gross charge-offs--------
RESIDENTIAL 1-4 FAMILY CONSTRUCTION
Pass4,07520,1634,11716,901--5145,307
Substandard--201----201
Total Residential 1-4 family construction4,07520,1634,31816,901--5145,508
Current-period gross charge-offs--------
COMMERCIAL REAL ESTATE
Pass9,39850,07558,142195,618127,822177,93033,281652,266
Special Mention-6,304260447--2,9569,967
Substandard--490-4633,079-4,032
Total Commercial real estate9,39856,37958,892196,065128,285181,00936,237666,265
Current-period gross charge-offs--------
COMMERCIAL CONSTRUCTION AND DEVELOPMENT
Pass6,19133,03721,02821,4129,20813,2215,044109,141
Substandard-----966-966
Total Commercial construction and development6,19133,03721,02821,4129,20814,1875,044110,107
Current-period gross charge-offs--------
FARMLAND
Pass11,50820,54517,56729,69518,67550,8002,183150,973
Special Mention--332798205566-1,901
Substandard-188---34846582
Total Farmland11,50820,73317,89930,49318,88051,7142,229153,456
Current-period gross charge-offs--------
HOME EQUITY
Pass1,1749841,3063,1673502,58590,544100,110
Special Mention-----22157179
Substandard----4283251376
Total Home Equity1,1749841,3063,1673922,69090,952100,665
Current-period gross charge-offs--------
CONSUMER
Pass2,7068,7636,4033,9461,4021,4852,11426,819
Special Mention-125---1137
Substandard-166622-18-122
Total Consumer2,7068,7806,4943,9681,4021,5032,12526,978
Current-period gross charge-offs-3----36
COMMERCIAL
Pass1,74728,33123,48717,10914,97321,78329,802137,232
Special Mention--470273--250993
Substandard-1,1734161520441,443
Total Commercial1,74729,50423,99817,38814,98821,98730,056139,668
Current-period gross charge-offs--------
AGRICULTURAL
Pass7,79732,46815,7697,8393,7423,53153,535124,681
Special Mention-29101,674--2151,1935,992
Substandard-----489-489
Total Agricultural7,79735,37817,4437,8393,7424,23554,728131,162
Current-period gross charge-offs--------
TOTAL LOANS
Pass$46,576$214,765$173,105$327,081$196,403$318,441$218,571$1,494,942
Special Mention-9,2152,7612,1412058034,567138,381
Substandard-1,3777981265205,7523018,874
Total$46,576$225,357$176,664$329,348$197,128$324,996$223,439$1,523,508

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20242023202220212020PriorRevolving LoansTotal Loans
(In Thousands)
RESIDENTIAL 1-4 FAMILY
Pass$19,197$26,976$31,265$20,658$13,509$34,913$6,004$152,522
Special Mention--623----623
Substandard-----576-576
Total Residential 1-4 family19,19726,97631,88820,65813,50935,4896,004153,721
Current-period gross charge-offs-----11-11
RESIDENTIAL 1-4 FAMILY CONSTRUCTION
Pass20,5935,52618,621----44,740
Substandard-204-757---961
Total Residential 1-4 family construction20,5935,73018,621757---45,701
Current-period gross charge-offs--------
COMMERCIAL REAL ESTATE
Pass49,08459,172184,072130,27447,481132,83838,937641,858
Special Mention-260-----260
Substandard-490-463-2,891-3,844
Total Commercial real estate49,08459,922184,072130,73747,481135,72938,937645,962
Current-period gross charge-offs--------
COMMERCIAL CONSTRUCTION AND DEVELOPMENT
Pass37,26521,43035,3239,6285,0338,6765,451122,806
Substandard--438-2965-1,405
Total Commercial construction and development37,26521,43035,7619,6285,0359,6415,451124,211
Current-period gross charge-offs--------
FARMLAND
Pass21,54318,08329,98318,99120,07633,7212,323144,720
Special Mention-342813205-220-1,580
Substandard188---6557-310
Total Farmland21,73118,42530,79619,19620,14133,9982,323146,610
Current-period gross charge-offs--------
HOME EQUITY
Pass1,0311,4383,2483624832,23488,23097,026
Special Mention-----2293115
Substandard---43-89270402
Total Home Equity1,0311,4383,2484054832,34588,59397,543
Current-period gross charge-offs--------
CONSUMER
Pass10,8287,5804,5471,6669617982,00128,381
Special Mention-8-----8
Substandard-6619-24141124
Total Consumer10,8287,6544,5661,6669858122,00228,513
Current-period gross charge-offs-23155115665
COMMERCIAL
Pass29,54025,74819,18915,85117,6176,20827,839141,992
Special Mention-12795---370592
Substandard1,19241622-19041,455
Total Commercial30,73225,91619,29015,87317,6176,39828,213144,039
Current-period gross charge-offs-----10-10
AGRICULTURAL
Pass39,00121,6909,0144,2153,1431,60852,494131,165
Special Mention1,81115915--37596
Substandard----151547563
Total Agricultural40,81221,8499,0294,2153,1442,16053,137134,346
Current-period gross charge-offs--------
TOTAL LOANS
Pass228,082187,643335,262201,645108,303220,996223,2791,505,210
Special Mention1,8118961,546205-2791,0595,796
Substandard1,3808014631,285925,2973229,640
Total$231,273$189,340$337,271$203,135$108,395$226,572$224,660$1,520,646

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

Loans Past Due and Still Accruing
90 Days · Nonaccrual · Nonaccrual
30-89 Days · and · Loans with · Loans with · Current · Total
Past Due · Greater · Total · no ACL · ACL · Loans · Loans
(In Thousands)
Real estate loans:
Residential 1-4 family$394$623$1,017$429$-$148,253$149,699
Residential 1-4 family construction1,328-1,328201-43,97945,508
Commercial real estate3979531,350453-664,462666,265
Commercial construction and development349659991-109,107110,107
Farmland---425-153,031153,456
Other loans:
Home equity486-486385-99,793100,665
Consumer195-195833826,66326,978
Commercial457975541934138,917139,668
Agricultural215-215489-130,458131,162
Total$3,506$2,638$6,144$2,659$42$1,514,663$1,523,508
Loans Past Due and Still Accruing
90 Days · Nonaccrual · Nonaccrual
30-89 Days · and · Loans with · Loans with · Current · Total
Past Due · Greater · Total · no ACL · ACL · Loans · Loans
(In Thousands)
Real estate loans:
Residential 1-4 family$1,326$623$1,949$469$-$151,303$153,721
Residential 1-4 family construction---961-44,74045,701
Commercial real estate5,739-5,739268-639,955645,962
Commercial construction and development951-9512-123,258124,211
Farmland54-54190-146,366146,610
Other loans:
Home equity382-382335-96,82697,543
Consumer195-195982328,19728,513
Commercial1,064-1,0642004142,771144,039
Agricultural566-566677-133,103134,346
Total$10,277$623$10,900$3,200$27$1,506,519$1,520,646

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NOTE3. LOANS RECEIVABLE** – continued**

Interest income recognized on nonaccrual loans for thethree months ended* March 31, 2025and2024* is considered insignificant. Interest payments received on a cash basis related to nonaccrual loans were $425,000 at* March 31, 2025* and$522,000 at * December 31, 2024*.

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

Real Estate · Business Assets · Other
(In Thousands)
Real estate loans:
Residential 1-4 family$871$-$-
Residential 1-4 family construction200--
Commercial real estate1,316230-
Commercial construction and development966--
Farmland259--
Other loans:
Home equity386--
Consumer--96
Commercial-3574
Agricultural35--
Total$4,033$587$100
Real Estate · Business Assets · Other
(In Thousands)
Real estate loans:
Residential 1-4 family$967$-$-
Residential 1-4 family construction961--
Commercial real estate623228-
Commercial construction and development772--
Farmland108--
Other loans:
Home equity216--
Consumer--104
Commercial-2204
Agricultural37244-
Total$3,684$692$108

During thethree months ended* March 31, 2025*, the Company modified four loans. Thefirst loan was a home equity line of credit loan with an amortized cost basis of $45,000 or 0.04% of home equity loans by terming out the current10-year term and extending to a 15-year term with a fixed interest rate. There wasno forgiveness of principal, and the loan was current with its modified terms as of* March 31, 2025*. Thesecond loan was a commercial real estate loan with an amortized cost basis of $209,000 or 0.03% of commercial real estate loans by extending the due date to seasonal from monthly and decreasing the interest rate. There wasno forgiveness of principal, and the loan was current with its modified terms as of* March 31, 2025.Thethird* loan was an agricultural loan with an amortized cost basis of $96,000 or 0.07% of agricultural loans by extending the loan term 12 months. There wasno forgiveness of principal, and the loan was current with its modified terms as of* March 31, 2025.Thefourth* loan was an agricultural loan with an amortized cost basis of $156,000 or 0.12% of commercial real estate loans by extending the loan term 12 months. There wasno forgiveness of principal, and the loan was current with its modified terms as of* March 31, 2025.*

During thethree months ended* March 31, 2024,*the Company didnot modify any loans.

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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 $2,007,025,000 and $2,016,242,000 at* March 31, 2025* and* December 31, 2024*, 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$1,256,000 and $1,304,000 for thethree months ended* March 31, 2025and2024*, 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$19,534,000 and $10,077,000 at* March 31, 2025* and* December 31, 2024*, respectively.

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

As of or For the
Three Months Ended
March 31,
20252024
(In Thousands)
Mortgage servicing rights:
Beginning balance$15,376$15,853
Mortgage servicing rights capitalized271252
Amortization of mortgage servicing rights(365)(367)
Ending balance$15,282$15,738

The fair values of these mortgage servicing rights were $20,247,000 and $20,370,000 at* March 31, 2025* and* December 31, 2024*, 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:

March 31,December 31,
20252024
Key assumptions:
Discount rate12%12%
Prepayment speed range0 - 204%0 - 209%
Weighted average prepayment speed111%110%

NOTE5. DEPOSITS

Deposits are summarized as follows:

March 31,December 31,
20252024
(In Thousands)
Noninterest checking$411,272$419,211
Interest-bearing checking211,422221,476
Savings212,462210,572
Money market396,399367,094
Time certificates of deposit458,411462,875
Total$1,689,966$1,681,228

Time certificates of deposit include$6,151,000 and $0 of fixed rate brokered certificates at* March 31, 2025* and* December 31, 2024*, respectively.

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NOTE6. OTHER LONG-TERM DEBT

Other long-term debt consisted of the following:

March 31, 2025 · December 31, 2024
Unamortized · Unamortized
DebtDebt
PrincipalIssuancePrincipalIssuance
AmountCostsAmountCosts
(In Thousands)
Subordinated debentures fixed at 5.50% to floating, due 2030$15,000$(177)$15,000$(185)
Subordinated debentures fixed at 3.50% to floating, due 203240,000(792)40,000(821)
Subordinated debentures variable at 3-Month SOFR plus 1.68%, due 20355,155-5,155-
Total other long-term debt$60,155$(969)$60,155$(1,006)

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 5.97% as of March 31, 2025.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).

Unrealized
(Losses) Gains
on Securities
Available-for-Sale
(In Thousands)
Balance, January 1, 2025$(20,146)
Other comprehensive income, before reclassifications and income taxes1,640
Amounts reclassified from accumulated other comprehensive loss, before income taxes-
Income tax provision(439)
Total other comprehensive income1,201
Balance, March 31, 2025$(18,945)
Balance, January 1, 2024$(19,945)
Other comprehensive loss, before reclassifications and income taxes(1,790)
Amounts reclassified from accumulated other comprehensive loss, before income taxes-
Income tax benefit472
Total other comprehensive loss(1,318)
Balance, March 31, 2024$(21,263)

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NOTE8. EARNINGS PER COMMON SHARE** **

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

Three Months Ended
March 31,
20252024
(Dollars in Thousands, Except Per Share Data)
Basic weighted average shares outstanding7,812,2487,824,928
Dilutive effect of stock compensation11,38810,376
Diluted weighted average shares outstanding7,823,6367,835,304
Net income available to common shareholders$3,239$1,898
Basic earnings per common share$0.41$0.24
Diluted earnings per common share$0.41$0.24
Restricted stock units excluded from the diluted average outstanding share calculation because their effect would be anti-dilutive2,47821,698

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:

March 31, 2025 · December 31, 2024
Notional · Fair Value · Notional · Fair Value
Amount · Asset · Liability · Amount · Asset · Liability
(In Thousands)
Interest rate lock commitments$11,946$-$28$10,155$-$103
Forward TBA mortgage-backed securities8,000-2410,000142-
Mandatory forward commitments2,750-1---

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 losses of$93,000 were recorded for thethree months ended* March 31, 2025*, compared to net losses of$22,000 for thethree months ended* March 31, 2024*.

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:

■Level 1 Inputs – Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities.
■Level 2 Inputs – Valuations are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuations for which all significant assumptions are observable or can be corroborated by observable market data.
■Level 3 Inputs – Valuations are based on unobservable inputs that may include significant management judgment and estimation.

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.

Level 1 · Level 2 · Level 3 · Total Fair
Inputs · Inputs · Inputs · Value
(In Thousands)
Financial assets:
Available-for-sale securities
U.S. government and agency obligations$-$4,909$-$4,909
U.S. treasury obligations47,737--47,737
Municipal obligations-115,662-115,662
Corporate obligations-3,146-3,146
Mortgage-backed securities-28,073-28,073
Collateralized mortgage obligations-84,756-84,756
Asset-backed securities-7,378-7,378
Loans held-for-sale-6,223-6,223
Financial liabilities:
Forward TBA mortgage-backed securities-24-24
Interest rate lock commitments--2828
Mandatory forward commitments-1-1
Level 1 · Level 2 · Level 3 · Total Fair
Inputs · Inputs · Inputs · Value
(In Thousands)
Financial assets:
Available-for-sale securities
U.S. government and agency obligations$-$5,195$-$5,195
U.S. treasury obligations46,913--46,913
Municipal obligations-117,877-117,877
Corporate obligations-4,162-4,162
Mortgage-backed securities-28,235-28,235
Collateralized mortgage obligations-82,623-82,623
Asset-backed securities-7,585-7,585
Loans held-for-sale-13,368-13,368
Forward TBA mortgage-backed securities-142-142
Financial liabilities:
Interest rate lock commitments--103103

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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:

Level 1 · Level 2 · Level 3 · Total Fair
Inputs · Inputs · Inputs · Value
(In Thousands)
Collateral-dependent loans individually evaluated, net of ACL$-$-$104$104
Level 1 · Level 2 · Level 3 · Total Fair
Inputs · Inputs · Inputs · Value
(In Thousands)
Collateral-dependent loans individually evaluated, net of ACL$-$-$96$96

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.

PrincipalSignificantRange of
ValuationUnobservableSignificant Input
InstrumentTechniqueInputsValues
Collateral-dependent loans individually evaluatedFair value of underlying collateralDiscount applied to the obtained appraisal10-30%
Real estate and other repossessed assetsFair value of collateralDiscount applied to the obtained appraisal10-30%
Interest rate lock commitmentsInternal pricing modelPull-through expectations85-95%

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 months ended* March 31, 2025*.

Three Months Ended
March 31,
20252024
Interest Rate Lock Commitments
(In Thousands)
Beginning balance$(103)$15
Purchases and issuances(18)(140)
Sales and settlements9362
Ending balance$(28)$(63)
Unrealized gains (losses) related to items held at end of period$75$(78)

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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.

Total
Level 1 · Level 2 · Level 3 · Estimated · Carrying
Inputs · Inputs · Inputs · Fair Value · Amount
(In Thousands)
Financial assets:
Cash and cash equivalents$22,805$-$-$22,805$22,805
FHLB stock-7,101-7,1017,101
FRB stock-4,131-4,1314,131
Loans receivable, gross--1,483,5921,483,5921,523,508
Mortgage servicing rights--20,24720,24715,282
Financial liabilities:
Non-maturing interest-bearing deposits-820,283-820,283820,283
Time certificates of deposit--456,806456,806458,411
FHLB advances and other borrowings--125,102125,102124,952
Other long-term debt--58,67958,67960,155
Total
Level 1 · Level 2 · Level 3 · Estimated · Carrying
Inputs · Inputs · Inputs · Fair Value · Amount
(In Thousands)
Financial assets:
Cash and cash equivalents$31,559$-$-$31,559$31,559
FHLB stock-7,778-7,7787,778
FRB stock-4,131-4,1314,131
Loans receivable, gross--1,466,5111,466,5111,520,646
Mortgage servicing rights--20,37020,37015,376
Financial liabilities:
Non-maturing interest-bearing deposits-799,142-799,142799,142
Time certificates of deposit--461,254461,254462,875
FHLB advances and other borrowings--141,057141,057140,930
Other long-term debt--58,02458,02460,155

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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.