What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-14 · 114 added, 81 removed, 848 unchanged (19% of the section changed)

3 unchanged sentences

and Subsidiary

September 30,

Consolidated Balance Sheets

2 unchanged sentences

Total cash and cash equivalents

Securities available-for-sale (amortized cost $ 174,689,840 and $ 179,668,079 at June 30, 2025 and December 31, 2024, respectively)

Securities available-for-sale (amortized cost $ 165,580,624 and $ 179,668,079 at 9/30/25 and 12/31/24, respectively)

Restricted equity securities, at cost

7 unchanged sentences

Bank owned life insurance

Other real estate owned

$ 1,226,171,343

10 unchanged sentences

1,008,300,163

1,001,644,758

Repurchase agreements

6 unchanged sentences

Shareholders' Equity

Preferred stock, 1,000,000 shares authorized, 15 shares issued and outstanding at 06/30/25 and 12/31/24

($ 100,000 liquidation value, per share)

Preferred stock, 1,000,000 shares authorized, 15 shares issued and outstanding at 09/30/25 and 12/31/24 ($ 100,000 liquidation value, per share)

Common stock - $ 2.50 par value;

15,000,000 shares authorized, 5,848,828 shares issued at 06/30/25 and

5,809,035 shares issued at 12/31/24

15,000,000 shares authorized, 5,867,045 shares issued at 09/30/25 and 5,809,035 shares issued at 12/31/24

Additional paid-in capital

15 unchanged sentences

and Subsidiary

Three Months Ended June 30,

Three Months Ended

September 30,

Consolidated Statements of Income

32 unchanged sentences

and Subsidiary

Six Months Ended June 30,

Nine Months Ended

September 30,

Consolidated Statements of Income

33 unchanged sentences

Consolidated Statements of Comprehensive Income

Three Months Ended June 30,

Other comprehensive income, net of tax:

Three Months Ended

September 30,

Other comprehensive income

Unrealized holding gain on securities AFS arising during the period

( 1,291,573 )

Other comprehensive income, net of tax

Total comprehensive income

Six Months Ended June 30,

Nine Months Ended

September 30,

Other comprehensive income, net of tax:

Unrealized holding gain (loss) on securities AFS arising during the period

( 1,706,273 )

Other comprehensive income (loss), net of tax

Unrealized holding gain on securities AFS arising during the period

( 1,394,055 )

Other comprehensive income, net of tax

Total comprehensive income

3 unchanged sentences

Consolidated Statements of Changes in Shareholders' Equity

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

shareholders'

26 unchanged sentences

$ 106,343,407

Issuance of common stock

Cash dividends declared

( 1,337,004 )

Preferred stock

Shares purchased through stock buyback plan

Comprehensive income

Other comprehensive income

September 30, 2025

$ ( 10,532,522 )

$ ( 3,324,247 )

$ 111,880,342

*Accumulated other comprehensive loss

2 unchanged sentences

Consolidated Statements of Changes in Shareholders' Equity

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

shareholders'

24 unchanged sentences

$ ( 2,622,777 )

Issuance of common stock

Cash dividends declared

( 1,278,030 )

Preferred stock

Comprehensive income

Other comprehensive income

September 30, 2024

$ ( 12,420,781 )

$ ( 2,622,777 )

*Accumulated other comprehensive loss

3 unchanged sentences

Consolidated Statements of Cash Flows

Six Months Ended June 30,

Nine Months Ended

September 30,

Cash Flows from Operating Activities:

6 unchanged sentences

Income from CFS Partners

( 1,388,678 )

Amortization of bond premium, net

3 unchanged sentences

( 3,905,550 )

Decrease in taxes payable

Increase (decrease) in taxes payable

Decrease (increase) in interest receivable

Decrease in mortgage servicing rights

(Increase) decrease in right-of-use assets

Increase in operating lease liabilities

Increase in other assets

Decrease in right-of-use assets

Increase (decrease) in operating lease liabilities

Decrease (increase) in other assets

Increase in cash surrender value of BOLI

4 unchanged sentences

Decrease in accrued expenses

(Decrease) increase in other liabilities

Decrease in other liabilities

Net cash provided by operating activities

2 unchanged sentences

Maturities, calls, pay downs and sales

( 14,971,773 )

Proceeds from redemption of restricted equity securities

6 unchanged sentences

Capital expenditures net of proceeds from sales of bank premises and equipment

( 1,206,710 )

Recoveries of loans charged off

5 unchanged sentences

( 12,493,069 )

( 68,739,409 )

Net decrease in money market and savings accounts

14 unchanged sentences

( 2,744,617 )

Net cash used in financing activities

( 90,873,769 )

( 3,216,430 )

Net decrease in cash and cash equivalents

Net cash (used in) provided by financing activities

( 38,337,563 )

Net (decrease) increase in cash and cash equivalents

( 50,074,643 )

3 unchanged sentences

Supplemental Schedule of Noncash Investing and Financing Activities:

Change in unrealized gain (loss) on securities AFS

$ ( 1,706,273 )

Change in unrealized gain on securities AFS

Loans transferred to OREO

5 unchanged sentences

Dividends reinvested

( 1,068,890 )

( 1,058,472 )

Total dividends paid

92 unchanged sentences

The following tables illustrate the calculation of earnings per common share for the periods presented, as adjusted for the cash dividends declared on the preferred stock:

Three Months Ended June 30,

Three Months Ended September 30,

Net income, as reported

3 unchanged sentences

Earnings per common share

Six Months Ended June 30,

Nine Months Ended September 30,

Net income, as reported

5 unchanged sentences

Debt securities AFS as of the balance sheet dates consisted of the following:

June 30, 2025

September 30, 2025

GSE debt securities

13 unchanged sentences

$ 159,697,420

The Company had investments in Agency MBS exceeding 10 % of shareholders’ equity with a book value of $ 128.2 million and $ 119.5 million, respectively, and a fair value of $ 114.6 million and $ 102.3 million, respectively, as of June 30, 2025 and December 31, 2024.

The Company had investments in Agency MBS exceeding 10 % of shareholders’ equity with a book value of $ 124.6 million and $ 119.5 million, respectively, and a fair value of $ 113.0 million and $ 102.3 million, respectively, as of September 30, 2025 and December 31, 2024.

Investment securities pledged as collateral for repurchase agreements consisted of certain U.S.

2 unchanged sentences

The aggregate amortized cost and fair value of these pledged investments as of the balance sheet dates were as follows:

June 30, 2025

September 30, 2025

December 31, 2024

4 unchanged sentences

December 31, 2024

There were no investment securities pledged as collateral for BTFP borrowings as of June 30, 2025, all of which matured and were repaid during the first quarter of 2025.

There were no sales of debt securities during the first six months of 2025 or 2024.

There were no investment securities pledged as collateral for BTFP borrowings as of September 30, 2025, all of which matured and were repaid during the first quarter of 2025.

There were no sales of debt securities during the first nine months of 2025 or 2024.

The scheduled maturities of debt securities as of the balance sheet dates were as follows:

June 30, 2025

September 30, 2025

Due in one year or less

15 unchanged sentences

12 months or more

June 30, 2025

September 30, 2025

GSE debt securities

5 unchanged sentences

$ 124,530,901

Less than 12 months

12 months or more

December 31, 2024

6 unchanged sentences

$ 147,880,823

As of June 30, 2025 and December 31, 2024, the Company did not have the intent to sell, nor was it more likely than not that we would be required to sell any of the debt securities AFS in an unrealized loss position as of such dates prior to recovery.

As of September 30, 2025 and December 31, 2024, the Company did not have the intent to sell, nor was it more likely than not that we would be required to sell any of the debt securities AFS in an unrealized loss position as of such dates prior to recovery.

Management determined that no individual debt securities in an unrealized loss position represented credit losses that would require an allowance for credit losses, and that the unrealized losses as of the balance sheet dates were primarily attributed to increases in market interest rates since these securities were purchased under other market conditions.

Accordingly, there was no ACL on AFS debt securities as of June 30, 2025, or December 31, 2024.

Accrued interest receivable on AFS debt securities which totaled $ 499,357 and $ 509,429 on June 30, 2025, and December 31, 2024, respectively, was reported in accrued interest receivable on the consolidated balance sheets and is excluded from the estimate of credit losses.

Accordingly, there was no ACL on AFS debt securities as of September 30, 2025, or December 31, 2024.

Accrued interest receivable on AFS debt securities which totaled $ 436,867 and $ 509,429 on September 30, 2025, and December 31, 2024, respectively, was reported in accrued interest receivable on the consolidated balance sheets and is excluded from the estimate of credit losses.

Loans, Allowance for Credit Losses, Credit Quality and Off-Balance Sheet Credit Exposures

The composition of net loans as of the balance sheet dates was as follows:

June 30, 2025

September 30, 2025

December 31, 2024

11 unchanged sentences

$ 918,779,288

As of June 30, 2025, purchased loans consisted of $ 3.5 million in commercial loans and $ 8.1 million in consumer loans, compared to $ 4.0 million and $ 3.8 million, respectively, as of December 31, 2024.

The Company purchased a block of consumer loans totaling $ 4.9 million during the second quarter ended June 30, 2025, and are included in the Purchased loan total in the table above and the consumer loan totals in the footnote.

Accrued interest receivable on loans totaled $ 3.9 million and $ 3.8 million as of June 30, 2025, and December 31, 2024, respectively, and was reported in accrued interest receivable on the consolidated balance sheets and is excluded from the estimate of credit losses.

As of September 30, 2025, purchased loans consisted of $ 3.2 million in commercial loans and $ 7.6 million in consumer loans, compared to $ 4.0 million and $ 3.8 million, respectively, as of December 31, 2024.

The Company purchased a block of consumer loans totaling $ 4.9 million during the quarter ended June 30, 2025, which is reflected in the September 30, 2025 Purchased loan total in the table above and the related consumer loan total in the footnote.

Accrued interest receivable on loans totaled $ 3.9 million and $ 3.8 million as of September 30, 2025, and December 31, 2024, respectively, and was reported in accrued interest receivable on the consolidated balance sheets and is excluded from the estimate of credit losses.

Credit loss expense

Three Months Ended June 30,

Three Months Ended September 30,

Credit loss expense - loans

Credit loss (reversal) expense - OBS credit exposure

Credit loss expense - OBS credit exposure

Credit loss expense

Six Months Ended June 30,

Nine Months Ended September 30,

Credit loss expense - loans

Credit reversal expense - OBS credit exposure

Credit (reversal) loss expense - OBS credit exposure

Credit loss expense

The following tables present the activity in the ACL on loans for the periods presented.

For the three months ended June 30, 2025

For the three months ended September 30, 2025

September 30,

Commercial & Industrial

2 unchanged sentences

Residential Real Estate - Jr Lien

For the six months ended June 30, 2025

For the nine months ended September 30, 2025

September 30,

Commercial & Industrial

10 unchanged sentences

$ ( 1,481,674 )

For the three months ended June 30, 2024

For the three months ended September 30, 2024

September 30,

Commercial & Industrial

$ ( 1,097,922 )

Commercial Real Estate

1 unchanged sentence

Residential Real Estate - Jr Lien

For the six months ended June 30, 2024

$ ( 1,224,434 )

For the nine months ended September 30, 2024

September 30,

Commercial & Industrial

38 unchanged sentences

The risk ratings within the loan portfolio by loan segment and origination year, were as follows:

As of June 30, 2025

As of September 30, 2025

Term Loans Amortized Cost Basis by Origination Year

6 unchanged sentences

Substandard/Doubtful

Special mention

Residential real estate - 1st lien:

4 unchanged sentences

Substandard/Doubtful

As of June 30, 2025, there were no Special mention loans or Substandard/Doubtful loans within the Purchased, Municipal, and Consumer loan segments.

As of September 30, 2025, there were (i) no Special mention loans or Substandard/Doubtful loans within the Purchased and Consumer loan segments, and (ii) no Substandard/Doubtful loans within the Municipal loan segment.

As of December 31, 2024

14 unchanged sentences

Gross charge-offs, by loan segment and origination year, were as follows:

For the six months ended June 30, 2025

For the nine months ended September 30, 2025

Term Loans Amortized Cost Basis by Origination Year

2 unchanged sentences

Commercial & Industrial

Residential real estate - 1st lien

Total current period gross charge-offs

For the six months ended June 30, 2025, there were no current period gross charge-offs within the Purchased, CRE, Municipal and Residential real estate Jr lien loan segments.

There was $266 in gross charge-offs in the Residential real estate 1 st lien loan segment, but due to rounding in the table above it is not disclosed in this table.

For the nine months ended September 30, 2025, there were no current period charge-offs within the Purchased, Municipal, CRE and Residential real estate Jr lien loan segments.

For the year ended December 31, 2024

7 unchanged sentences

The following table presents the amortized cost basis of loans on nonaccrual status and loans past due 90 days or more and still accruing as of the dates presented.

There were no nonaccrual loans with an ACL as of June 30, 2025, or December 31, 2024.

June 30, 2025

There were no nonaccrual loans with an ACL as of September 30, 2025, or December 31, 2024.

September 30, 2025

Commercial & industrial

8 unchanged sentences

The following is an age analysis of past due loans (including non-accrual) as of the balance sheet dates, by portfolio segment:

June 30, 2025

September 30, 2025

Commercial & industrial

18 unchanged sentences

repayment expected through underlying collateral, no other expected sources of repayment) as of the balance sheet dates, by collateral type:

June 30, 2025

Commercial & industrial

September 30, 2025

Residential real estate - 1st lien

1 unchanged sentence

Residential real estate - 1st lien

(1) Including, but not limited to, inventory, equipment, and accounts receivable, but excluding real estate.

Residential real estate loans in process of foreclosure comprised of one loan in the amount of $ 88,780 as of December 31, 2024.

There were no residential real estate loans in process of foreclosure at June 30, 2025.

Residential real estate loans in process of foreclosure comprised one loan in the amount of $ 88,780 as of December 31, 2024.

There were no residential real estate loans in process of foreclosure as of September 30, 2025.

Allowance for credit losses

18 unchanged sentences

The Company's PD and LGD assumptions may be derived from internal historical default and loss experience or from external data where there are not statistically meaningful loss events for a loan segment, or it does not have default and loss data that covers a full economic cycle.

As of June 30, 2025, the primary macroeconomic drivers used within the DCF model included forecasts of civilian unemployment and changes in national gross domestic product (GDP).

As of September 30, 2025, the primary macroeconomic drivers used within the DCF model included forecasts of civilian unemployment and changes in national gross domestic product (GDP).

Management monitors and assesses its macroeconomic drivers at least annually (generally in the fourth quarter, or more frequently as circumstances warrant) to determine whether they continue to be the most predictive indicator of losses within the Company's loan portfolio, and these macroeconomic drivers may change from time to time.

3 unchanged sentences

Management monitors and assesses the forecast and reversion period at least annually, or more frequently as circumstances warrant.

The Company used a one-year forecast and reversion period to calculate the ACL on loans as of June 30, 2025 and 2024.

The Company used a one-year forecast and reversion period to calculate the ACL on loans as of September 30, 2025 and 2024.

When the DCF method is used to determine the ACL, management does not adjust the effective interest rate used to discount expected cash flows to incorporate expected prepayments.

15 unchanged sentences

This evaluation is inherently subjective as it requires estimates that are susceptible to revision as more information becomes available.

Management’s review of the ACL during the first quarter of 2025 resulted in increases in the risk status of qualitative factors to reflect increasing trends in volume and exceptions in the residential loan portfolio as well as factors related to delinquencies and non-performing loans to reflect the uncertainty as to how and when inflation or a recession will, or could, affect our customers’ ability to pay.

During the second quarter of 2025, management’s review of the ACL resulted in a decrease to the qualitative factor for loan review in the commercial and CRE loan segments.

This is a reflection of the strong loan review process that is in place.

Management’s review of the ACL during the third quarter of 2025 resulted in an increase in the risk status of external factors in the purchased loan and residential Jr Lien segments to reflect uncertainty regarding the impact to customers from a recent government shutdown.

The risk status of volume and terms was also increased in the residential Jr Lien segment to reflect an increase in loan volume in this segment, specifically home equity lines of credit.

The qualitative factors are determined based on the various risk characteristics of each loan segment.

59 unchanged sentences

In connection with modifications, the Company considers applicable regulatory guidance, including a 2023 Interagency Policy Statement on Prudent Commercial Real Estate Loan Accommodations and Workouts.

The following table presents the amortized cost basis of loans as of June 30, 2025, that were both experiencing financial difficulty and modified during the six months ended June 30, 2025, by class and by type of modification.

The following table presents the amortized cost basis of loans as of September 30, 2025, that were both experiencing financial difficulty and modified during the nine months ended September 30, 2025, by class and by type of modification.

The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below.

Commercial & Industrial

As of June 30, 2025, the Company was not committed to lend additional amounts to borrowers experiencing financial difficulty whose loans were previously modified.

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the six months ended June 30, 2025.

As of September 30, 2025, the Company was not committed to lend additional amounts to borrowers experiencing financial difficulty whose loans were previously modified.

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the nine months ended September 30, 2025.

Term Extension

3 unchanged sentences

Commercial & Industrial

There were no loans to borrowers experiencing financial difficulty that were modified within the previous twelve months that had subsequently defaulted during the six months ended June 30, 2025.

There were no loans to borrowers experiencing financial difficulty that were modified within the previous twelve months that had subsequently defaulted during the nine months ended September 30, 2025.

Loans are considered defaulted at 90 days past due.

8 unchanged sentences

The ACL on OBS credit exposures is presented within accrued interest and other liabilities on the consolidated balance sheets.

As of June 30, 2025, and December 31, 2024, the ACL on OBS credit exposures totaled $ 622,579 and $ 703,975 , respectively.

As of September 30, 2025, and December 31, 2024, the ACL on OBS credit exposures totaled $ 683,068 and $ 703,975 , respectively.

Goodwill and Other Intangible Assets

5 unchanged sentences

The following table shows the changes in the carrying amount of the MSRs, included in other assets in the consolidated balance sheets, for the periods indicated:

Six Months Ended June 30,

Nine Months Ended September 30,

Balance at beginning of year

50 unchanged sentences

There were no Level 3 assets or liabilities measured on a recurring basis as of the balance sheet dates presented, nor were there any transfers of assets between Levels during either of the periods presented for 2025 or 2024.

September 30,

(market approach)

14 unchanged sentences

There were no Level 1 or Level 3 assets or liabilities measured on a non-recurring basis as of the balance sheet dates presented, nor were there any transfers of assets between levels during either of the periods presented for 2025 or 2024.

September 30,

(market approach)

Individually analyzed loans, net of related allowance

Loans held-for-sale

10 unchanged sentences

The estimated fair values of the Company's financial instruments as of the balance sheet dates were as follows:

June 30, 2025

September 30, 2025

(Dollars in Thousands)

12 unchanged sentences

Brokered deposits

Overnight borrowings

Short-term advances

34 unchanged sentences

The Company has evaluated events and transactions through the date that the financial statements were issued for potential recognition or disclosure in these financial statements, as required by GAAP.

On July 16, 2025, the Company’s Board declared a cash dividend of $ 0.24 per common share, payable August 1, 2025, to shareholders of record as of July 15, 2025.

On September 18, 2025, the Company’s Board declared a cash dividend of $ 0.25 per common share, payable November 1, 2025, to shareholders of record as of October 15, 2025.

This dividend has been recorded in the Company’s consolidated financial statements as of the declaration date, including shares issuable under the DRIP.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements