Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
AUBURN NATIONAL
BANCORPORATION,
INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
September 30,
December 31,
(Dollars in thousands, except share data)
2025
2024
Assets:
Cash and due from banks
$
15,016
$
15,142
Federal funds sold
15,101
37,200
Interest-bearing bank deposits
112,808
41,012
Cash and cash equivalents
142,925
93,354
Securities available-for-sale
236,420
243,012
Loans held for sale
145
—
Loans
557,912
564,017
Allowance for credit losses
( 6,691 )
( 6,871 )
Loans, net
551,221
557,146
Premises and equipment, net
45,418
45,931
Bank-owned life insurance
17,822
17,513
Other assets
17,233
20,368
Total assets
$
1,011,184
$
977,324
Liabilities:
Deposits:
Noninterest-bearing
$
266,793
$
260,874
Interest-bearing
650,473
634,950
Total deposits
917,266
895,824
Accrued expenses and other liabilities
4,305
3,208
Total liabilities
921,571
899,032
Stockholders' equity:
Preferred stock of $
.01
par value; authorized
200,000
shares;
no shares issued
—
—
Common stock of $
.01
par value; authorized
8,500,000
shares;
issued
3,957,135
shares
39
39
Additional paid-in capital
3,827
3,802
Retained earnings
118,520
115,759
Accumulated other comprehensive loss, net
( 21,072 )
( 29,607 )
Less treasury stock, at cost -
463,436
shares at both September 30, 2025
and December 31, 2024, respectively
( 11,701 )
( 11,701 )
Total stockholders’
equity
89,613
78,292
Total liabilities and stockholders’
equity
$
1,011,184
$
977,324
S
ee accompanying notes to consolidated financial statements
Table of Contents
4
AUBURN NATIONAL
BANCORPORATION,
INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
(Unaudited)
Quarter ended September 30,
Nine months ended September 30,
(Dollars in thousands, except share and per share data)
2025
2024
2025
2024
Interest income:
Loans, including fees
$
7,793
$
7,641
$
23,012
$
22,082
Securities:
Taxable
1,220
1,327
3,751
4,109
Tax-exempt
68
77
205
225
Federal funds sold and interest-bearing bank deposits
1,331
914
3,416
2,356
Total interest income
10,412
9,959
30,384
28,772
Interest expense:
Deposits
2,840
3,169
8,422
8,613
Short-term borrowings
—
—
1
3
Total interest expense
2,840
3,169
8,423
8,616
Net interest income
7,572
6,790
21,961
20,156
Provision for credit losses
( 255 )
( 127 )
( 152 )
84
Net interest income after provision for credit
losses
7,827
6,917
22,113
20,072
Noninterest income:
Service charges on deposit accounts
154
154
461
463
Mortgage lending
167
133
391
463
Bank-owned life insurance
103
100
309
301
Other
405
459
1,204
1,402
Total noninterest income
829
846
2,365
2,629
Noninterest expense:
Salaries and benefits
3,375
3,148
9,943
9,359
Net occupancy and equipment
598
614
1,916
1,980
Professional fees
312
291
984
931
Other
1,521
1,447
4,545
4,424
Total noninterest expense
5,806
5,500
17,388
16,694
Earnings before income taxes
2,850
2,263
7,090
6,007
Income tax expense
623
531
1,500
1,170
Net earnings
$
2,227
$
1,732
$
5,590
$
4,837
Net earnings per share:
Basic and diluted
$
0.64
$
0.50
$
1.60
$
1.38
Weighted average shares
outstanding:
Basic
3,493,699
3,493,699
3,493,699
3,493,687
Diluted
3,495,972
3,493,699
3,494,465
3,493,687
S
ee accompanying notes to consolidated financial statements
Table of Contents
5
AUBURN NATIONAL
BANCORPORATION,
INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(Unaudited)
Quarter ended September 30,
Nine months ended September 30,
(Dollars in thousands)
2025
2024
2025
2024
Net earnings
$
2,227
$
1,732
$
5,590
$
4,837
Other comprehensive income, net of tax:
Change in fair value on available-for-sale securities, net of tax
2,233
8,338
8,535
6,083
Other comprehensive income, net of tax
2,233
8,338
8,535
6,083
Comprehensive income
$
4,460
$
10,070
$
14,125
$
10,920
S
ee accompanying notes to consolidated financial statements
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6
AUBURN NATIONAL
BANCORPORATION,
INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
(Unaudited)
Accumulated
Common
Additional
other
Shares
Common
paid-in
Retained
comprehensive
Treasury
(Dollars in thousands, except share data)
Outstanding
Stock
capital
earnings
income (loss)
stock
Total
Quarter ended September 30, 2025
Balance, June 30, 2025
3,493,699
$
39
$
3,802
$
117,236
$
( 23,305 )
$
( 11,701 )
$
86,071
Net earnings
—
—
—
2,227
—
—
2,227
Other comprehensive income
—
—
—
—
2,233
—
2,233
Cash dividends paid ($
.27
per share)
—
—
—
( 943 )
—
—
( 943 )
Stock-based compensation
—
—
25
—
—
—
25
Balance, September 30, 2025
3,493,699
$
39
$
3,827
$
118,520
$
( 21,072 )
$
( 11,701 )
$
89,613
Quarter ended September 30, 2024
Balance, June 30, 2024
3,493,699
$
39
$
3,802
$
114,353
$
( 31,284 )
$
( 11,701 )
$
75,209
Net earnings
—
—
—
1,732
—
—
1,732
Other comprehensive income
—
—
—
—
8,338
—
8,338
Cash dividends paid ($
.27
per share)
—
—
—
( 943 )
—
—
( 943 )
Balance, September 30, 2024
3,493,699
$
39
$
3,802
$
115,142
$
( 22,946 )
$
( 11,701 )
$
84,336
Nine months ended September 30, 2025
Balance, December 31, 2024
3,493,699
$
39
$
3,802
$
115,759
$
( 29,607 )
$
( 11,701 )
$
78,292
Net earnings
—
—
—
5,590
—
—
5,590
Other comprehensive income
—
—
—
—
8,535
—
8,535
Cash dividends paid ($
.81
per share)
—
—
—
( 2,829 )
—
—
( 2,829 )
Stock-based compensation
—
—
25
—
—
—
25
Balance, September 30, 2025
3,493,699
$
39
$
3,827
$
118,520
$
( 21,072 )
$
( 11,701 )
$
89,613
Nine months ended September 30, 2024
Balance, December 31, 2023
3,493,614
$
39
$
3,801
$
113,398
$
( 29,029 )
$
( 11,702 )
$
76,507
Cumulative effect of change in accounting
standard ASU 2023-12
—
—
—
( 263 )
—
—
( 263 )
Net earnings
—
—
—
4,837
—
—
4,837
Other comprehensive income
—
—
—
—
6,083
—
6,083
Cash dividends paid ($
.81
per share)
—
—
—
( 2,830 )
—
—
( 2,830 )
Sale of treasury stock
85
—
1
—
—
1
2
Balance, September 30, 2024
3,493,699
$
39
$
3,802
$
115,142
$
( 22,946 )
$
( 11,701 )
$
84,336
S
ee accompanying notes to consolidated financial statements
Table of Contents
7
AUBURN NATIONAL
BANCORPORATION,
INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
Nine months ended September 30,
(Dollars in thousands)
2025
2024
Cash flows from operating activities:
Net earnings
$
5,590
$
4,837
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Provision for credit losses
( 152 )
84
Depreciation and amortization
1,564
1,402
Premium amortization and discount accretion, net
1,047
1,155
Net gain on sale of loans held for sale
( 150 )
( 194 )
Loans originated for sale
( 6,357 )
( 8,427 )
Proceeds from sale of loans
6,318
8,002
Increase in cash surrender value of bank-owned life insurance
( 309 )
( 301 )
Stock-based compensation expense
25
—
Net decrease (increase) in other assets
111
( 1,545 )
Net increase in accrued expenses and other liabilities
1,162
2,996
Net cash provided by operating activities
8,849
8,009
Cash flows from investing activities:
Proceeds from prepayments and maturities of securities available-for-sale
16,942
19,592
Decrease (increase) in loans, net
6,012
( 8,407 )
Net purchases of premises and equipment
( 845 )
( 1,930 )
Decrease in FHLB stock
—
32
Net cash provided by investing activities
22,109
9,287
Cash flows from financing activities:
Net increase (decrease) in noninterest-bearing deposits
5,919
( 479 )
Net increase in interest-bearing deposits
15,523
5,960
Net decrease in federal funds purchased and securities sold
under agreements to repurchase
—
( 1,486 )
Dividends paid
( 2,829 )
( 2,830 )
Net cash provided by financing activities
18,613
1,165
Net change in cash and cash equivalents
49,571
18,461
Cash and cash equivalents at beginning of period
93,354
71,369
Cash and cash equivalents at end of period
$
142,925
$
89,830
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest
$
8,523
$
8,433
Income taxes
1,030
589
See accompanying notes to consolidated financial statements
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8
AUBURN NATIONAL
BANCORPORATION,
INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
General
Auburn National Bancorporation, Inc. (the “Company”) provides a full
range of banking services to individuals
and
commercial customers in Lee County,
Alabama and surrounding areas through its wholly owned subsidiary,
AuburnBank
(the “Bank”). The Company does not have any segments other than banking
that are considered material.
Basis of Presentation and Use of Estimates
The unaudited consolidated financial statements in this report have been
prepared in accordance with U.S. generally
accepted accounting principles (“GAAP”) for interim financial information.
Accordingly, these financial statements
do not
include all of the information and footnotes required by U.S. GAAP for complete
financial statements.
The unaudited
consolidated financial statements include, in the opinion of management,
all adjustments necessary to present a fair
statement of the financial position and the results of operations for all periods presented.
All such adjustments are of a
normal recurring nature. The results of operations in the interim statements are not
necessarily indicative of the results of
operations that the Company and its subsidiaries may achieve for future interim
periods or the entire year. For further
information, refer to the consolidated financial statements and footnotes included
in the Company's Annual Report on Form
10-K for the year ended December 31, 2024.
The unaudited consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries.
Significant intercompany transactions and accounts are eliminated in
consolidation.
The preparation of financial statements in conformity with U.S. GAAP requires
management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosures
of contingent assets and liabilities as of
the balance sheet date and the reported amounts of revenues and expenses during
the reporting period.
Actual results could
differ from those estimates.
Material estimates that are particularly susceptible to significant change in
the near term
include the determination of allowance for credit losses on loans and
investment securities, the fair value of financial
instruments, and the valuation of deferred tax assets and other real estate owned
(“OREO”).
Subsequent Events
The Company has evaluated the effects of events and
transactions through the date of this filing that have occurred
subsequent to September 30, 2025.
The Company does not believe there were any material subsequent events during
this
period that would have required further recognition or disclosure in
the unaudited consolidated financial statements
included in this report.
Reclassifications
Certain amounts reported in prior periods have been reclassified to
conform to the current-period presentation.
These
reclassifications had no effect on the Company’s
previously reported net earnings or total stockholders’ equity.
Accounting Developments
I
n the first nine months of 2025, the Company did not adopt any new accounting
guidance.
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9
NOTE 2: SECURITIES
At September 30, 2025 and December 31, 2024, respectively,
all securities within the scope of ASC 320,
Investments –
Debt and Equity Securities,
were classified as available-for-sale.
The fair value and amortized cost for securities available-
for-sale by contractual maturity at September 30, 2025
and December 31, 2024, respectively,
are presented below.
1 year
1 to 5
5 to 10
After 10
Fair
Gross Unrealized
Amortized
(Dollars in thousands)
or less
years
years
years
Value
Gains
Losses
Cost
September 30, 2025
Agency obligations (a)
$
—
35,343
18,093
—
53,436
—
5,164
$
58,600
Agency MBS (a)
—
20,188
17,185
128,210
165,583
—
20,629
186,212
State and political subdivisions
—
1,653
9,095
6,653
17,401
1
2,346
19,746
Total available-for-sale
$
—
57,184
44,373
134,863
236,420
1
28,139
$
264,558
December 31, 2024
Agency obligations (a)
$
—
26,655
25,756
—
52,411
—
7,734
$
60,145
Agency MBS (a)
10
19,863
14,904
138,899
173,676
—
28,901
202,577
State and political subdivisions
—
966
8,244
7,715
16,925
—
2,901
19,826
Total available-for-sale
$
10
47,484
48,904
146,614
243,012
—
39,536
$
282,548
(a) Includes securities issued by U.S. government agencies or government
-sponsored entities.
Expected lives of these
securities may differ from contractual maturities because (i) issuers may
have the right to call or repay such securities
obligations with or without prepayment penalties and (ii) borrowers of
the loans included in Agency MBS generally
have the right to prepay such loan in whole or in part at any time.
Securities with aggregate fair values of $
202.8
million and $
222.3
million at September 30, 2025 and December 31, 2024,
respectively, were
pledged to secure public deposits,
securities sold under agreements to repurchase, FHLB advances, and
for other purposes required or permitted by law.
Included in other assets on the accompanying consolidated balance sheets include
non-marketable equity investments.
The
carrying amounts of non-marketable equity investments were $
1.4
million at September 30, 2025 and December 31, 2024,
respectively.
Non-marketable equity investments include FHLB of Atlanta stock, Federal Reserve
Bank of Atlanta
(“FRB”) stock, and stock in a privately held financial institution.
Gross Unrealized Losses and Fair Value
The fair values and gross unrealized losses on securities at September
30, 2025 and December 31, 2024, respectively,
segregated by those securities that have been in an unrealized loss position
for less than 12 months and 12 months or
longer, are presented below.
Less than 12 Months
12 Months or Longer
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
(Dollars in thousands)
Value
Losses
Value
Losses
Value
Losses
September 30, 2025:
Agency obligations
$
—
—
53,436
5,164
$
53,436
5,164
Agency MBS
96
1
165,487
20,628
165,583
20,629
State and political subdivisions
—
—
14,610
2,346
14,610
2,346
Total
$
96
1
233,533
28,138
$
233,629
28,139
December 31, 2024:
Agency obligations
$
—
—
52,411
7,734
$
52,411
7,734
Agency MBS
7
—
173,669
28,901
173,676
28,901
State and political subdivisions
1,798
17
14,776
2,884
16,574
2,901
Total
$
1,805
17
240,856
39,519
$
242,661
39,536
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10
For the securities in the previous table, the Company assesses whether or not
it intends to sell the security, or more
likely
than not will be required to sell the security,
before recovery of its amortized cost basis which would require a write-down
to fair value through net income.
Because the Company currently does not intend to sell those securities that have an
unrealized loss at September 30, 2025, and it is not more-likely-than-not
that the Company will be required to sell the
securities before recovery of their amortized cost bases, which may be
maturity, the Company
has determined that no write-
down is necessary.
In addition, the Company evaluates whether any portion of the decline in fair
value of securities is the
result of credit deterioration, which would require the recognition of
an allowance for credit losses.
Such evaluations
consider the extent to which the amortized cost of the security exceeds
its fair value, changes in credit ratings and any other
known adverse conditions related to the specific security.
The unrealized losses associated with securities at September 30,
2025 are driven by changes in interest rates and are not due to the credit quality
of the securities, and accordingly,
no
allowance for credit losses is considered necessary related to securities at September
30, 2025.
These securities will
continue to be monitored as a part of the Company’s
ongoing evaluation of credit quality.
Management evaluates the
financial performance of the issuers on a quarterly basis to determine if
it is probable that the issuers can make all
contractual principal and interest payments.
Realized Gains and Losses
The Company had no realized gains or losses on sale of securities during the quarter
and nine months ended September 30,
2025 and 2024, respectively.
NOTE 3: LOANS AND ALLOWANCE
FOR CREDIT LOSSES
September 30,
December 31,
(Dollars in thousands)
2025
2024
Commercial and industrial
$
55,102
$
63,274
Construction and land development
79,045
82,493
Commercial real estate:
Owner occupied
61,621
55,346
Hotel/motel
34,686
35,210
Multi-family
51,543
43,556
Other
150,831
155,880
Total commercial
real estate
298,681
289,992
Residential real estate:
Consumer mortgage
59,419
60,399
Investment property
56,860
58,228
Total residential real
estate
116,279
118,627
Consumer installment
8,805
9,631
Total Loans
$
557,912
$
564,017
Loans secured by real estate were approximately 88.5% of the Company’s
total loan portfolio at September 30, 2025.
At
September 30, 2025, the Company’s
geographic loan distribution was concentrated primarily in Lee County,
Alabama, and
surrounding areas.
The loan portfolio segment is defined as the level at which an entity develops and
documents a systematic method for
determining its allowance for credit losses. As part of the Company’s
quarterly assessment of the allowance, the loan
portfolio included the following portfolio segments: commercial and
industrial, construction and land development,
commercial real estate, residential real estate, and consumer installment. Where
appropriate, the Company’s loan portfolio
segments are further disaggregated into classes. A class is generally determined
based on the initial measurement attribute,
risk characteristics of the loan, and an entity’s
method for monitoring and determining credit risk.
The following describes
the risk characteristics relevant to each of the portfolio segments and classes.
Commercial and industrial (“C&I”) —
includes loans to finance business operations, equipment purchases, or
other needs
for small and medium-sized commercial customers. Also
included in this category are loans to finance agricultural
production.
Generally, the primary source of repayment
is the cash flow from business operations and activities of the
borrower.
Table of Contents
11
Construction and land development (“C&D”) —
includes both loans and credit lines for the purpose of purchasing,
carrying,
and developing land into commercial developments or residential subdivisions.
Also included are loans and credit
lines for construction of residential, multi-family,
and commercial buildings. Generally,
the primary source of repayment is
dependent upon the sale or refinance of the real estate collateral.
Commercial real estate
(“CRE”) —
includes loans in these classes:
●
Owner occupied
– includes loans secured by business facilities to finance business operations, equipment
and
owner-occupied facilities primarily for small and medium-sized
commercial customers.
Generally, the primary
source of repayment is the cash flow from business operations and activities of
the borrower, who owns the
property.
●
Hotel/motel
– includes loans for hotels and motels.
Generally, the primary source
of repayment is dependent upon
income generated from the hotel/motel securing the loan.
The underwriting of these loans takes into consideration
the occupancy and rental rates, as well as the financial health of the borrower.
●
Multi-family
– primarily includes loans to finance income-producing
multi-family properties. These include loans
for 5 or more unit residential properties and apartments leased to residents.
Generally,
the primary source of
repayment is dependent upon income generated from the real estate collateral. The
underwriting of these loans
takes into consideration the occupancy and rental rates, as well as the financial
health of the respective borrowers.
●
Other
– primarily includes loans to finance income-producing commercial
properties other than hotels/motels and
multi-family properties, and which are not owner occupied.
Loans in this class include loans for neighborhood
retail centers,
medical and professional offices, single retail stores, industrial
buildings, and warehouses leased to
local and other businesses. Generally,
the primary source of repayment is dependent upon income generated from
the real estate collateral. The underwriting of these loans takes into consideration
the occupancy and rental rates,
as well as the financial health of the borrower.
Residential real estate (“RRE”) —
includes loans in these two classes:
●
Consumer mortgage
– primarily includes
first or second lien mortgages and home equity lines of credit to
consumers that are secured by a primary residence or second home. These loans are underwritten
in accordance
with the Bank’s general loan
policies and procedures which require, among other things, proper documentation
of
each borrower’s financial condition, satisfactory credit
history,
and property value.
●
Investment property
– primarily includes loans to finance income-producing 1-4 family residential
properties.
Generally,
the primary source of repayment is dependent upon income generated from
leasing the property
securing the loan. The underwriting of these loans takes into consideration
the rental rates and property values, as
well as the financial health of the borrowers.
Consumer installment —
includes loans to individuals,
which may be secured by personal property or are unsecured.
Loans
include personal lines of credit, automobile loans, and other retail loans.
These loans are underwritten in accordance with
the Bank’s general loan policies and
procedures which require, among other things, proper documentation
of each
borrower’s financial condition, satisfactory credit history,
and, if applicable, property values.
Table of Contents
12
The following is a summary of current, accruing past due, and nonaccrual
loans by portfolio segment and class as of
September 30, 2025 and December 31, 2024.
Accruing
Accruing
Total
30-89 Days
Greater than
Accruing
Non-
Total
(Dollars in thousands)
Current
Past Due
90 days
Loans
Accrual
Loans
September 30, 2025:
Commercial and industrial
$
55,058
44
—
55,102
—
$
55,102
Construction and land development
79,028
17
—
79,045
—
79,045
Commercial real estate:
Owner occupied
61,621
—
—
61,621
—
61,621
Hotel/motel
34,686
—
—
34,686
—
34,686
Multi-family
51,543
—
—
51,543
—
51,543
Other
150,831
—
—
150,831
—
150,831
Total commercial
real estate
298,681
—
—
298,681
—
298,681
Residential real estate:
Consumer mortgage
59,269
5
77
59,351
68
59,419
Investment property
56,824
—
—
56,824
36
56,860
Total residential real
estate
116,093
5
77
116,175
104
116,279
Consumer installment
8,780
25
—
8,805
—
8,805
Total
$
557,640
91
77
557,808
104
$
557,912
December 31, 2024:
Commercial and industrial
$
63,163
12
—
63,175
99
$
63,274
Construction and land development
82,089
—
—
82,089
404
82,493
Commercial real estate:
Owner occupied
55,346
—
—
55,346
—
55,346
Hotel/motel
35,210
—
—
35,210
—
35,210
Multi-family
43,556
—
—
43,556
—
43,556
Other
155,880
—
—
155,880
—
155,880
Total commercial
real estate
289,992
—
—
289,992
—
289,992
Residential real estate:
Consumer mortgage
59,677
722
—
60,399
—
60,399
Investment property
58,179
49
—
58,228
—
58,228
Total residential real
estate
117,856
771
—
118,627
—
118,627
Consumer installment
9,579
52
—
9,631
—
9,631
Total
$
562,679
835
—
563,514
503
$
564,017
Table of Contents
13
Credit Quality Indicators
The credit quality of the loan portfolio is summarized no less frequently than
quarterly using categories similar to the
standard asset classification system used by the federal banking agencies.
These categories are utilized to develop the
associated allowance for credit losses using historical losses adjusted for
qualitative and environmental factors and are
defined as follows:
●
Pass – loans which are well protected by the current net worth and paying capacity
of the obligor (or guarantors, if
any) or by the fair value, less the estimated cost to acquire and sell any underlying
collateral.
●
Special Mention – loans with potential weakness that may,
if not reversed or corrected, weaken the credit or
inadequately protect the Company’s
position at some future date. These loans are not adversely classified and do
not expose an institution to sufficient risk to warrant an adverse classification.
●
Substandard Accruing – loans that exhibit a well-defined weakness which
presently jeopardizes debt repayment,
even though they are currently performing. These loans are characterized
by the distinct possibility that the
Company may incur a loss in the future if these weaknesses are not corrected.
●
Nonaccrual – includes loans where management has determined that full payment
of principal and interest is not
expected.
Substandard accrual and nonaccrual loans are often collectively referred
to as “classified.”
Table of Contents
14
The following tables presents credit quality indicators for the loan portfolio
segments and classes by year of origination as
of September 30, 2025 and December 31, 2024.
Year of Origination
2025
2024
2023
2022
2021
Prior to
2021
Revolving
Loans
Total
Loans
(Dollars in thousands)
September 30, 2025:
Commercial and industrial
Pass
$
5,899
4,440
5,140
7,832
11,061
19,001
1,395
$
54,768
Special mention
114
6
1
—
—
46
9
176
Substandard
—
—
7
—
—
—
151
158
Nonaccrual
—
—
—
—
—
—
—
—
Total commercial and industrial
6,013
4,446
5,148
7,832
11,061
19,047
1,555
55,102
Current period gross charge-offs
—
—
99
4
—
—
—
103
Construction and land development
Pass
17,376
37,622
16,279
2,116
372
80
5,200
79,045
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Nonaccrual
—
—
—
—
—
—
—
—
Total construction and land development
17,376
37,622
16,279
2,116
372
80
5,200
79,045
Current period gross charge-offs
—
—
—
—
—
—
—
—
Commercial real estate:
Owner occupied
Pass
9,789
1,377
12,017
6,368
11,830
14,281
4,067
59,729
Special mention
628
—
—
—
764
—
—
1,392
Substandard
—
500
—
—
—
—
—
500
Nonaccrual
—
—
—
—
—
—
—
—
Total owner occupied
10,417
1,877
12,017
6,368
12,594
14,281
4,067
61,621
Current period gross charge-offs
—
—
—
—
—
—
—
—
Hotel/motel
Pass
5,068
429
6,082
9,092
2,982
10,886
147
34,686
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Nonaccrual
—
—
—
—
—
—
—
—
Total hotel/motel
5,068
429
6,082
9,092
2,982
10,886
147
34,686
Current period gross charge-offs
—
—
—
—
—
—
—
—
Table of Contents
15
Year of Origination
2025
2024
2023
2022
2021
Prior to
2021
Revolving
Loans
Total
Loans
(Dollars in thousands)
September 30, 2025:
Multi-family
Pass
785
3,640
11,905
20,644
1,794
7,608
2,118
48,494
Special mention
—
—
—
—
—
—
3,049
3,049
Substandard
—
—
—
—
—
—
—
—
Nonaccrual
—
—
—
—
—
—
—
—
Total multi-family
785
3,640
11,905
20,644
1,794
7,608
5,167
51,543
Current period gross charge-offs
—
—
—
—
—
—
—
—
Other
Pass
21,843
33,824
17,194
29,184
18,848
26,974
2,100
149,967
Special mention
—
366
—
—
498
—
—
864
Substandard
—
—
—
—
—
—
—
—
Nonaccrual
—
—
—
—
—
—
—
—
Total other
21,843
34,190
17,194
29,184
19,346
26,974
2,100
150,831
Current period gross charge-offs
—
—
—
—
—
—
—
—
Residential real estate:
Consumer mortgage
Pass
4,245
4,784
16,110
17,385
2,411
11,417
1,668
58,020
Special mention
—
—
—
—
—
249
—
249
Substandard
245
—
—
—
—
837
—
1,082
Nonaccrual
—
—
68
—
—
—
—
68
Total consumer mortgage
4,490
4,784
16,178
17,385
2,411
12,503
1,668
59,419
Current period gross charge-offs
—
—
4
—
—
1
—
5
Investment property
Pass
6,582
8,515
10,506
9,964
7,015
12,298
1,611
56,491
Special mention
—
—
—
—
—
—
—
—
Substandard
237
—
—
—
5
—
91
333
Nonaccrual
—
—
36
—
—
—
—
36
Total investment property
6,819
8,515
10,542
9,964
7,020
12,298
1,702
56,860
Current period gross charge-offs
—
—
2
—
—
—
—
2
Consumer installment
Pass
3,507
2,377
1,197
1,063
153
86
362
8,745
Special mention
—
10
15
—
—
—
—
25
Substandard
8
6
13
8
—
—
—
35
Nonaccrual
—
—
—
—
—
—
—
—
Total consumer installment
3,515
2,393
1,225
1,071
153
86
362
8,805
Current period gross charge-offs
42
45
9
—
—
—
—
96
Total loans
Pass
75,094
97,008
96,430
103,648
56,466
102,631
18,668
549,945
Special mention
742
382
16
—
1,262
295
3,058
5,755
Substandard
490
506
20
8
5
837
242
2,108
Nonaccrual
—
—
104
—
—
—
—
104
Total loans
$
76,326
97,896
96,570
103,656
57,733
103,763
21,968
$
557,912
Total current period gross charge-offs
$
42
45
114
4
—
1
—
$
206
Table of Contents
16
Year of Origination
2024
2023
2022
2021
2020
Prior to
2020
Revolving
Loans
Total
Loans
(Dollars in thousands)
December 31, 2024:
Commercial and industrial
Pass
$
11,290
7,265
8,488
9,677
4,659
16,989
4,425
$
62,793
Special mention
49
74
—
—
—
—
—
123
Substandard
50
21
181
7
—
—
—
259
Nonaccrual
—
99
—
—
—
—
—
99
Total commercial and industrial
11,389
7,459
8,669
9,684
4,659
16,989
4,425
63,274
Current period gross charge-offs
—
—
9
—
—
—
—
9
Construction and land development
Pass
31,144
29,520
16,504
1,794
1,434
104
1,589
82,089
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Nonaccrual
404
—
—
—
—
—
—
404
Total construction and land development
31,548
29,520
16,504
1,794
1,434
104
1,589
82,493
Current period gross charge-offs
—
—
—
—
—
—
—
—
Commercial real estate:
Owner occupied
Pass
1,921
11,206
6,776
17,114
3,396
12,030
1,552
53,995
Special mention
—
249
—
—
591
—
—
840
Substandard
511
—
—
—
—
—
—
511
Nonaccrual
—
—
—
—
—
—
—
—
Total owner occupied
2,432
11,455
6,776
17,114
3,987
12,030
1,552
55,346
Current period gross charge-offs
—
—
—
—
—
—
—
—
Hotel/motel
Pass
480
6,480
5,303
3,079
1,299
14,437
4,132
35,210
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Nonaccrual
—
—
—
—
—
—
—
—
Total hotel/motel
480
6,480
5,303
3,079
1,299
14,437
4,132
35,210
Current period gross charge-offs
—
—
—
—
—
—
—
—
Table of Contents
17
Year of Origination
2024
2023
2022
2021
2020
Prior to
2020
Revolving
Loans
Total
Loans
(Dollars in thousands)
December 31, 2024:
Multi-family
Pass
3,739
6,041
17,037
1,863
3,493
6,400
4,983
43,556
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Nonaccrual
—
—
—
—
—
—
—
—
Total multi-family
3,739
6,041
17,037
1,863
3,493
6,400
4,983
43,556
Current period gross charge-offs
—
—
—
—
—
—
—
—
Other
Pass
43,753
21,085
32,521
21,249
16,743
16,289
4,120
155,760
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
120
—
—
120
Nonaccrual
—
—
—
—
—
—
—
—
Total other
43,753
21,085
32,521
21,249
16,863
16,289
4,120
155,880
Current period gross charge-offs
—
—
—
—
—
—
—
—
Residential real estate:
Consumer mortgage
Pass
5,885
18,389
18,434
2,466
2,565
10,590
808
59,137
Special mention
243
—
—
—
2
486
—
731
Substandard
—
—
—
—
—
531
—
531
Nonaccrual
—
—
—
—
—
—
—
—
Total consumer mortgage
6,128
18,389
18,434
2,466
2,567
11,607
808
60,399
Current period gross charge-offs
—
—
—
—
—
61
—
61
Investment property
Pass
10,339
10,824
10,651
8,305
11,435
4,794
1,317
57,665
Special mention
—
—
—
—
—
—
—
—
Substandard
278
40
93
9
143
—
—
563
Nonaccrual
—
—
—
—
—
—
—
—
Total investment property
10,617
10,864
10,744
8,314
11,578
4,794
1,317
58,228
Current period gross charge-offs
—
—
—
—
—
—
—
—
Consumer installment
Pass
5,015
2,057
1,911
296
90
113
67
9,549
Special mention
—
9
—
9
—
—
—
18
Substandard
39
15
10
—
—
—
—
64
Nonaccrual
—
—
—
—
—
—
—
—
Total consumer installment
5,054
2,081
1,921
305
90
113
67
9,631
Current period gross charge-offs
25
42
42
1
—
4
—
114
Total loans
Pass
113,566
112,867
117,625
65,843
45,114
81,746
22,993
559,754
Special mention
292
332
—
9
593
486
—
1,712
Substandard
878
76
284
16
263
531
—
2,048
Nonaccrual
404
99
—
—
—
—
—
503
Total loans
$
115,140
113,374
117,909
65,868
45,970
82,763
22,993
$
564,017
T
otal current period gross charge-offs
$
25
42
51
1
—
65
—
$
184
Table of Contents
18
Allowance for Credit Losses
The allowance for credit losses is measured on a collective basis for pools of
loans with similar risk characteristics, and for
loans that do not share similar risk characteristics with the collectively
evaluated pools, evaluations are performed on an
individual basis.
The composition of the provision for credit losses for the respective periods
is presented below.
Quarter ended September 30,
Nine months ended September 30,
(Dollars in thousands)
2025
2024
2025
2024
Provision for credit losses:
Loans
$
( 196 )
$
( 206 )
$
( 87 )
$
15
Reserve for unfunded commitments
( 59 )
79
( 65 )
69
Total provision for credit
losses
$
( 255 )
$
( 127 )
$
( 152 )
$
84
The following table details the changes in the allowance for credit losses for loans,
by portfolio segment, for the respective
periods.
(Dollars in thousands)
Commercial and
industrial
Construction
and land
development
Commercial
real estate
Residential
real estate
Consumer
installment
Total
Quarter ended September 30, 2025:
Beginning balance
$
1,212
1,613
3,151
866
123
$
6,965
Charge-offs
—
—
—
—
( 87 )
( 87 )
Recoveries
—
—
—
4
5
9
Net recoveries (charge-offs)
—
—
—
4
( 82 )
( 78 )
Provision for credit losses
( 86 )
( 61 )
( 113 )
( 34 )
98
( 196 )
Ending balance
$
1,126
1,552
3,038
836
139
$
6,691
Nine months ended September 30, 2025:
Beginning balance
$
1,244
1,059
3,842
588
138
$
6,871
Charge-offs
( 103 )
—
—
( 7 )
( 96 )
( 206 )
Recoveries
30
—
—
68
15
113
Net (charge-offs) recoveries
( 73 )
—
—
61
( 81 )
( 93 )
Provision for credit losses
( 45 )
493
( 804 )
187
82
( 87 )
Ending balance
$
1,126
1,552
3,038
836
139
$
6,691
Quarter ended September 30, 2024:
Beginning balance
$
1,366
942
4,091
603
140
$
7,142
Charge-offs
—
—
—
( 54 )
( 40 )
( 94 )
Recoveries
25
—
—
2
7
34
Net recoveries (charge-offs)
25
—
—
( 52 )
( 33 )
( 60 )
Provision for credit losses
( 231 )
43
( 102 )
44
40
( 206 )
Ending balance
$
1,160
985
3,989
595
147
$
6,876
Nine months ended September 30, 2024:
Beginning balance
$
1,288
960
3,921
546
148
$
6,863
Charge-offs
( 9 )
—
—
( 54 )
( 83 )
( 146 )
Recoveries
99
—
—
7
38
144
Net recoveries (charge-offs)
90
—
—
( 47 )
( 45 )
( 2 )
Provision for credit losses
( 218 )
25
68
96
44
15
Ending balance
$
1,160
985
3,989
595
147
$
6,876
Table of Contents
19
The Company had no collateral dependent loans which were individually evaluated
at September 30, 2025.
The following
table presents the amortized cost basis of collateral dependent loans, which were
individually evaluated to determine
expected credit losses at December 31, 2024.
Business
(Dollars in thousands)
Real Estate
Assets
Total Loans
December 31, 2024:
Commercial and industrial
$
—
99
$
99
Construction and land development
404
—
404
Total
$
404
99
$
503
The following table summarizes the Company’s
nonaccrual loans by major categories for the respective periods.
Nonaccrual Loans
Nonaccrual Loans
Total
(Dollars in thousands)
With No Allowance
With An Allowance
Nonaccrual Loans
September 30, 2025
Residential real estate
$
—
104
$
104
Total
$
—
104
$
104
December 31, 2024
Commercial and industrial
$
—
99
$
99
Construction and land development
404
—
404
Total
$
404
99
$
503
Table of Contents
20
NOTE 4: MORTGAGE SERVICING
RIGHTS, NET
Mortgage servicing rights (“MSRs”) are recognized based on the fair
value of the servicing rights on the date the
corresponding mortgage loans are sold.
An estimate of the fair value of the Company’s
MSRs is determined using
assumptions that market participants would use in estimating future net
servicing income, including estimates of
prepayment speeds, discount rates, default rates, costs to service, escrow account
earnings, contractual servicing fee
income, ancillary income, and late fees.
Subsequent to the date of transfer, the Company
has elected to measure its MSRs
under the amortization method.
Under the amortization method, MSRs are amortized in proportion to, and over
the period
of, estimated net servicing income.
The Company generally sells, without recourse, conforming, fixed-rate, closed-end,
residential mortgages to Fannie Mae,
where the Company services the mortgages sold and records MSRs.
MSRs are included in other assets on the
accompanying consolidated balance sheets.
The Company evaluates MSRs for impairment on a quarterly basis.
Impairment is determined by stratifying MSRs into
groupings based on predominant risk characteristics, such as interest rate and loan
type.
If, by individual stratum, the
carrying amount of the MSRs exceeds fair value, a valuation allowance is established.
The valuation allowance is adjusted
as the fair value changes.
Changes in the valuation allowance are recognized in earnings as a component
of mortgage
lending income.
The following table details the changes in amortized MSRs and the related valuation
allowance for the respective periods.
Quarter ended September 30,
Nine months ended September 30,
(Dollars in thousands)
2025
2024
2025
2024
MSRs, net:
Beginning balance
$
827
$
942
$
892
$
992
Additions, net
27
28
44
54
Amortization expense
( 48 )
( 51 )
( 130 )
( 127 )
Ending balance
$
806
$
919
$
806
$
919
Valuation
allowance included in MSRs, net:
Beginning of period
$
—
$
—
$
—
$
—
End of period
—
—
—
—
Fair value of amortized MSRs:
Beginning of period
$
2,203
$
2,346
$
2,204
$
2,382
End of period
2,110
2,171
2,110
2,171
NOTE 5: FAIR VALUE
Fair Value
Hierarchy
“Fair value” is defined by ASC 820,
Fair Value
Measurements and Disclosures
, and focuses on the exit price, i.e., the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction
occurring in the principal
market (or most advantageous market in the absence of a principal market)
for an asset or liability at the measurement date.
GAAP establishes a fair value hierarchy for valuation inputs that gives the highest
priority to quoted prices in active
markets for identical assets or liabilities and the lowest priority to unobservable inputs.
The fair value hierarchy is as
follows:
Level 1—inputs to the valuation methodology are quoted prices, unadjusted,
for identical assets or liabilities in active
markets.
Level 2—inputs to the valuation methodology include quoted prices for similar
assets and liabilities in active markets,
quoted prices for identical or similar assets or liabilities in markets that are not
active, or inputs that are observable for the
asset or liability, either directly
or indirectly.
Table of Contents
21
Level 3—inputs to the valuation methodology are unobservable and reflect
the Company’s own assumptions about
the
inputs market participants would use in pricing the asset or liability.
Level changes in fair value measurements
Transfers between levels of the fair value hierarchy
are generally recognized at the end of each reporting period.
The
Company monitors the valuation techniques utilized for each category
of financial assets and liabilities to ascertain when
transfers between levels have been affected.
The nature of the Company’s financial
assets and liabilities generally is such
that transfers in and out of any level are expected to be infrequent.
For the nine months ended September 30, 2025, there
were no transfers between levels and no changes in valuation techniques for
the Company’s financial assets and liabilities.
Assets and liabilities measured at fair value on a recurring
basis
Securities available-for-sale
Fair values of securities available for sale were primarily measured
using Level 2 inputs.
For these securities, the Company
obtains pricing data from third-party pricing services.
These third-party pricing services consider observable data that may
include broker/dealer quotes, market spreads, cash flows, benchmark yields,
reported trades for similar securities, market
consensus prepayment speeds, credit information, and the securities’ terms
and conditions.
On a quarterly basis,
management reviews the pricing data received from the third-party pricing
services for reasonableness given current market
conditions.
As part of its review, management may
obtain non-binding third-party broker/dealer quotes to validate the fair
value measurements.
In addition, management will periodically submit pricing information
provided by the third-party
pricing services to another independent valuation firm on a sample basis.
This independent valuation firm will compare the
prices
provided by the third-party pricing service with its own prices
and will review the significant assumptions and
valuation methodologies used with management.
The following table presents the balances of the assets and liabilities measured at fair
value on a recurring basis as of
September 30, 2025 and December 31, 2024, respectively,
by caption, on the accompanying consolidated balance sheets by
ASC 820 valuation hierarchy (as described above).
Quoted Prices in
Significant
Active Markets
Other
Significant
for
Observable
Unobservable
Identical Assets
Inputs
Inputs
(Dollars in thousands)
Amount
(Level 1)
(Level 2)
(Level 3)
September 30, 2025:
Securities available-for-sale:
Agency obligations
$
53,436
—
53,436
—
Agency MBS
165,583
—
165,583
—
State and political subdivisions
17,401
—
17,401
—
Total securities available
-for-sale
236,420
—
236,420
—
Total
assets at fair value
$
236,420
—
236,420
—
December 31, 2024:
Securities available-for-sale:
Agency obligations
$
52,411
—
52,411
—
Agency MBS
173,676
—
173,676
—
State and political subdivisions
16,925
—
16,925
—
Total securities available
-for-sale
243,012
—
243,012
—
Total
assets at fair value
$
243,012
—
243,012
—
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22
Assets and liabilities measured at fair value on a nonrecurring
basis
Loans held for sale
Loans held for sale are carried at the lower of cost or fair value. Fair values of loans
held for sale are determined using
quoted secondary market prices for similar loans.
Loans held for sale are classified within Level 2 of the fair value
hierarchy.
Collateral dependent loans
Collateral dependent loans are measured at the fair value of the collateral securing
the loan less estimated selling costs. The
fair value of real estate collateral is determined based on real estate appraisals which
are generally based on recent sales of
comparable properties which are then adjusted for property specific factors.
Non-real estate collateral is valued based on
various sources, including third party asset valuations and internally determined
values based on cost adjusted for
depreciation and other judgmentally determined discount factors. Collateral dependent
loans are classified within Level 3 of
the hierarchy due to the unobservable inputs used in determining their fair
value such as collateral values and the borrower's
underlying financial condition.
Mortgage servicing rights, net
MSRs, net, included in other assets on the accompanying consolidated balance
sheets, are carried at the lower of cost or
estimated fair value.
MSRs do not trade in an active market with readily observable prices.
To determine the fair
value of
MSRs, the Company engages an independent third party.
The independent third party’s valuation
model calculates the
present value of estimated future net servicing income using assumptions that
market participants would use in estimating
future net servicing income, including estimates of mortgage prepayment
speeds, discount rates, default rates, costs to
service, escrow account earnings, contractual servicing fee income,
ancillary income, and late fees.
Periodically, the
Company will review broker surveys and other market research to validate
significant assumptions used in the model.
The
significant unobservable inputs include mortgage prepayment speeds
or the constant prepayment rate (“CPR”) and the
weighted average discount rate.
Because the valuation of MSRs requires the use of significant unobservable inputs,
all of
the Company’s MSRs are classified within
Level 3 of the valuation hierarchy.
The following table presents the balances of the assets and liabilities measured at fair
value on a nonrecurring basis as of
September 30, 2025 and December 31, 2024, respectively,
by caption, on the accompanying consolidated balance sheets
and by FASB ASC 820
valuation hierarchy (as described above):
Quoted Prices in
Active Markets
Other
Significant
for
Observable
Unobservable
Carrying
Identical Assets
Inputs
Inputs
(Dollars in thousands)
Amount
(Level 1)
(Level 2)
(Level 3)
September 30, 2025:
Loans held for sale
$
145
—
145
—
Other assets
(2)
806
—
—
806
Total assets at fair value
$
951
—
145
806
December 31, 2024:
Loans, net
(1)
$
503
—
—
503
Other assets
(2)
892
—
—
892
Total assets at fair value
$
1,395
—
—
1,395
(1)
Loans considered collateral dependent under ASC 326.
(2)
Represents MSRs, net, carried at lower of cost or estimated
fair value.
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23
Quantitative Disclosures for Level 3 Fair Value
Measurements
At September 30, 2025 and December 31, 2024, the Company had no Level
3 assets measured at fair value on a recurring
basis.
For Level 3 assets measured at fair value on a non-recurring basis at September
30, 2025 and December 31, 2024,
the significant unobservable inputs used in the fair value measurements
and the range of such inputs with respect to such
assets are presented below.
Range of
Weighted
Carrying
Significant
Unobservable
Average
(Dollars in thousands)
Amount
Valuation Technique
Unobservable Input
Inputs
of Input
September 30, 2025:
Mortgage servicing rights, net
$
806
Discounted cash flow
Prepayment speed or CPR
6.4
-
11.2
%
7.9
%
Discount rate
9.5
-
11.5
9.5
December 31, 2024:
Collateral dependent loans
$
503
Appraisal
Appraisal discounts
10.0
-
10.0
%
10.0
%
Mortgage servicing rights, net
892
Discounted cash flow
Prepayment speed or CPR
6.7
-
11.2
7.3
Discount rate
10.0
-
12.0
10.0
Fair Value
of Financial Instruments
ASC 825,
Financial Instruments
, requires disclosure of fair value information about financial instruments,
whether or not
recognized on the face of the balance sheet, where it is practicable to
estimate that value. The assumptions used in the
estimation of the fair value of the Company’s
financial instruments are explained below.
Where quoted market prices are
not available, fair values are based on estimates using discounted cash flow
analyses. Discounted cash flows can be
significantly affected by the assumptions used, including
the discount rate and estimates of future cash flows. The
following fair value estimates cannot be substantiated by comparison to
independent markets and should not be considered
representative of the liquidation value of the Company’s
financial instruments, but rather are good-faith estimates of the fair
value of financial instruments held by the Company.
ASC 825 excludes certain financial instruments and all nonfinancial
instruments from its disclosure requirements.
The following methods and assumptions were used by the Company in estimating
the fair value of its financial instruments:
Loans, net
Fair values for loans were calculated using discounted cash flows. The discount
rates reflected current rates at which similar
loans would be made for the same remaining maturities. Expected
future cash flows were projected based on contractual
cash flows, adjusted for estimated prepayments.
The fair value of loans was measured using an exit price notion.
Loans held for sale
Fair values of loans held for sale are determined using quoted secondary
market prices for similar loans.
Time Deposits
Fair values for time deposits were estimated using discounted cash
flows.
The discount rates were based on rates currently
offered for deposits with similar remaining maturities.
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24
The carrying value, related estimated fair value,
and placement in the fair value hierarchy of the Company’s
financial
instruments at September 30, 2025
and December 31, 2024 are presented
below.
This table excludes financial instruments
for which the carrying amount approximates fair value.
Financial assets for which fair value approximates carrying value
included cash and cash equivalents.
Financial liabilities for which fair value approximates carrying value
included
noninterest-bearing demand deposits, interest-bearing demand deposits, and
savings deposits.
Fair value approximates
carrying value in these financial liabilities due to these products having
no stated maturity.
Additionally, financial
liabilities for which fair value approximates carrying value included overnight
borrowings such as federal funds purchased
and securities sold under agreements to repurchase.
The following table summarizes our fair value estimates:
Fair Value Hierarchy
Carrying
Estimated
Level 1
Level 2
Level 3
(Dollars in thousands)
amount
fair value
inputs
inputs
Inputs
September 30, 2025:
Financial Assets:
Loans, net (1)
$
551,221
$
534,754
—
—
$
534,754
Loans held for sale
145
148
—
148
—
Financial Liabilities:
Time Deposits
$
180,957
$
180,076
—
180,076
$
—
December 31, 2024:
Financial Assets:
Loans, net (1)
$
557,146
$
532,344
—
—
$
532,344
Financial Liabilities:
Time Deposits
$
191,247
$
190,636
—
190,636
$
—
(
1) Represents loans, net of allowance for credit losses.
The fair value of loans was measured using an
exit price notion.
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25
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.