Eagle Bancorp Montana, Inc. 10-Q

ebmt20210630_10q.htm   Table of Contents   UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 10-Q   ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   For the quarterly period ended  June 30, 2021   ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   For the transition period from _____ to _____.   Commission file number 1-34682   Eagle Bancorp Montana, Inc.   (Exact name of small business issuer as specified in its charter)   Delaware 27-1449820 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)   1400 Prospect Avenue , Helena , MT 59601 (Address of principal executive offices)   ( 406 ) 442-3080 (Issuer's telephone number)   Website address: www.opportunitybank.com   Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐   Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐   Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer     ☐ Accelerated filer       ☐ Non-accelerated filer        ☒ Smaller reporting company   ☒   Emerging growth company   ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐   Indicate by check mark whether the registrant is a shell company (defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒   Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock par value $0.01 per share EBMT Nasdaq Global Market     Table of Contents   APPLICABLE ONLY TO CORPORATE ISSUERS   Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:   Common stock, par value $0.01 per share 6,776,703   shares outstanding As of July 30, 2021     Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES       TABLE OF CONTENTS   PART I. FINANCIAL INFORMATION PAGE       Item 1. Financial Statements (Unaudited)           Condensed Consolidated Statements of Financial Condition as of June 30, 2021 and December 31, 2020 1         Condensed Consolidated Statements of Income for the three and six months ended June 30, 2021 and 2020 3         Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2021 and 2020 5         Condensed Consolidated Statements of Changes in Shareholders' Equity for the three and six months ended June 30, 2021 and 2020 6         Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 7         Notes to the Unaudited Condensed Consolidated Financial Statements 9       Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 27       Item 3. Quantitative and Qualitative Disclosures About Market Risk 40       Item 4. Controls and Procedures 41       PART II. OTHER INFORMATION   Item 1. Legal Proceedings 42 Item 1A. Risk Factors 42 Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds 42 Item 3. Defaults Upon Senior Securities 42 Item 4.  Mine Safety Disclosures 42 Item 5. Other Information 43 Item 6.  Exhibits 43       Signatures 44     Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES     Cautionary Note Regarding Forward-Looking Statements     This report includes “forward-looking statements” within the meaning and protections of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project,” “could,” “intend,” “target” and other similar words and expressions of the future. These forward-looking statements include, but are not limited to:   ● statements of our goals, intentions and expectations; ● statements regarding our business plans, prospects, growth and operating strategies; ● statements regarding the current global COVID-19 pandemic; ● statements regarding the asset quality of our loan and investment portfolios; and ● estimates of our risks and future costs and benefits.   These forward-looking statements are based on current beliefs and expectations of the management of Eagle Bancorp Montana, Inc. (“Eagle” or the “Company”) and Opportunity Bank of Montana (“OBMT” or the “Bank”), Eagle’s wholly-owned subsidiary, and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.   The following factors, among others, could cause the Company’s actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:   ● changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;   ● the negative impacts and disruptions resulting from the continuing outbreak of the novel coronavirus, or COVID-19, and the steps taken by governmental and other authorities to contain, mitigate and combat the pandemic, on the economies and communities we serve, which may likely have an adverse impact on our credit portfolio, goodwill, stock price, borrowers and the economy as a whole both globally and domestically;   ● local, regional, national and international economic and market conditions and events and the impact they may have on us, our customers and our assets and liabilities;   ● competition among depository and other financial institutions;   ● risks related to the concentration of our business in Montana, including risks associated with changes in the prices, values and sales volume of residential and commercial real estate in Montana;   ● inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments;   ● our ability to attract deposits and other sources of funding or liquidity;   ● changes or volatility in the securities markets;   ● our ability to implement our growth strategy, including identifying and consummating suitable acquisitions, raising additional capital to finance such transactions, entering new markets, possible failures in realizing the anticipated benefits from such acquisitions and an inability of our personnel, systems and infrastructure to keep pace with such growth;   ● the effect of acquisitions we may make, if any, including, without limitation, the failure to achieve expected revenue growth and/or expense savings from such acquisitions;   ● risks related to the integration of any businesses we have acquired or expect to acquire, including exposure to potential asset quality and credit quality risks and unknown or contingent liabilities, the time and costs associated with integrating systems, technology platforms, procedures and personnel;   ● potential impairment on the goodwill we have recorded or may record in connection with business acquisitions;   ● political developments, uncertainties or instability;   ● our ability to enter new markets successfully and capitalize on growth opportunities;   ● the need to retain capital for strategic or regulatory reasons;   ● changes in consumer spending, borrowing and savings habits;   ● our ability to continue to increase and manage our commercial and residential real estate, multi-family and commercial business loans;   ● possible impairments of securities held by us, including those issued by government entities and government sponsored enterprises;   ● the level of future deposit insurance premium assessments;   ● our ability to develop and maintain secure and reliable information technology systems, effectively defend ourselves against cyberattacks, or recover from breaches to our cybersecurity infrastructure;   ● the failure of assumptions underlying the establishment of allowance for possible loan losses and other estimates;   ● changes in the financial performance and/or condition of our borrowers and their ability to repay their loans when due; and   ● the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Securities and Exchange Commission, the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters.   Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. For a further list and description of various risks, relevant factors and uncertainties that could cause future results or events to differ materially from those expressed or implied in our forward-looking statements, see the Part II, Item 1A, “Risk Factors” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections contained elsewhere in this report, as well as our Annual Report on Form 10-K for the year ended December 31, 2020, any subsequent Reports on Form 10-Q and Form 8-K, and other filings with the SEC. We do not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur, or of which we hereafter become aware.     Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES       CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Dollars in Thousands, Except for Per Share Data) (Unaudited)       June 30,     December 31,       2021     2020   ASSETS:                 Cash and due from banks   $ 19,013     $ 14,455   Interest-bearing deposits in banks     36,869       47,733   Federal funds sold     2,790       7,614   Total cash and cash equivalents     58,672       69,802                     Securities available-for-sale     233,992       162,946   Federal Home Loan Bank ("FHLB") stock     1,874       2,060   Federal Reserve Bank ("FRB") stock     2,974       2,974   Mortgage loans held-for-sale, at fair value     56,826       54,615   Loans receivable, net of allowance for loan losses of $ 11,900 at June 30, 2021 and $ 11,600 at December 31, 2020     862,030       829,503   Accrued interest and dividends receivable     5,732       5,765   Mortgage servicing rights, net     12,128       10,105   Premises and equipment, net     65,627       58,762   Cash surrender value of life insurance, net     28,084       27,753   Goodwill     20,798       20,798   Core deposit intangible, net     2,061       2,343   Other assets     8,557       10,208                     Total assets   $ 1,359,355     $ 1,257,634     The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.   - 1 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Continued) (Dollars in Thousands, Except for Per Share Data) (Unaudited)       June 30,     December 31,       2021     2020   LIABILITIES:                 Deposit accounts:                 Noninterest-bearing   $ 349,017     $ 318,389   Interest-bearing     796,585       714,694   Total deposits     1,145,602       1,033,083                     Accrued expenses and other liabilities     21,254       24,295   Deferred tax liability, net     625       457   FHLB advances and other borrowings     9,300       17,070   Other long-term debt:                 Principal amount     30,155       30,155   Unamortized debt issuance costs     ( 325 )     ( 364 ) Total other long-term debt, net     29,830       29,791                     Total liabilities     1,206,611       1,104,696                     SHAREHOLDERS' EQUITY:                 Preferred stock (par value $ 0.01 per share; 1,000,000 shares authorized; no shares issued or outstanding)     -       -   Common stock (par value $ 0.01 per share; 20,000,000 shares authorized; 7,110,833 shares issued; 6,776,703 and 6,775,447 shares outstanding at June 30, 2021, and December 31, 2020, respectively)     71       71   Additional paid-in capital     80,820       77,602   Unallocated common stock held by Employee Stock Ownership Plan ("ESOP")     ( 6,061 )     ( 145 ) Treasury stock, at cost ( 334,130 and 335,386 shares at June 30, 2021 and December 31, 2020, respectively)     ( 7,631 )     ( 4,423 ) Retained earnings     80,607       73,982   Accumulated other comprehensive income, net of tax     4,938       5,851   Total shareholders' equity     152,744       152,938                     Total liabilities and shareholders' equity   $ 1,359,355     $ 1,257,634     The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.   - 2 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES     CONDENSED CONSOLIDATED STATEMENTS OF INCOME  (Dollars in Thousands, Except for Per Share Data) (Unaudited)       Three Months Ended     Six Months Ended       June 30,     June 30,       2021     2020     2021     2020   INTEREST AND DIVIDEND INCOME:                                 Interest and fees on loans   $ 11,012     $ 11,060     $ 22,041     $ 22,492   Securities available-for-sale     1,018       952       1,895       1,979   FHLB and FRB dividends     63       95       132       189   Other interest income     32       26       58       104   Total interest and dividend income     12,125       12,133       24,126       24,764                                     INTEREST EXPENSE:                                 Deposits     366       945       768       2,284   FHLB advances and other borrowings     45       342       115       805   Other long-term debt     389       423       779       775   Total interest expense     800       1,710       1,662       3,864                                     NET INTEREST INCOME     11,325       10,423       22,464       20,900                                     Loan loss provision     22       1,227       321       1,897                                     NET INTEREST INCOME AFTER LOAN LOSS PROVISION     11,303       9,196       22,143       19,003                                     NONINTEREST INCOME:                                 Service charges on deposit accounts     293       216       566       532   Mortgage banking, net     9,932       11,278       21,695       18,291   Interchange and ATM fees     494       379       919       716   Appreciation in cash surrender value of life insurance     173       160       331       320   Net gain on sale of available-for-sale securities     -       1,068       -       1,068   Other noninterest income     416       597       1,190       1,075   Total noninterest income   $ 11,308     $ 13,698     $ 24,701     $ 22,002     The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.   - 3 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Continued) (Dollars in Thousands, Except for Per Share Data) (Unaudited)       Three Months Ended     Six Months Ended       June 30,     June 30,       2021     2020     2021     2020   NONINTEREST EXPENSE:                                 Salaries and employee benefits   $ 12,745     $ 9,267     $ 24,831     $ 16,949   Occupancy and equipment expense     1,651       1,188       3,081       2,397   Data processing     1,198       1,089       2,495       2,339   Advertising     251       167       524       416   Amortization     143       166       287       330   Loan costs     750       398       1,472       645   Federal Deposit Insurance Corporation ("FDIC") insurance premiums     81       3       162       72   Postage     114       86       209       184   Professional and examination fees     328       407       610       692   Acquisition costs     -       29       -       157   Other noninterest expense     1,776       2,333       2,579       3,800   Total noninterest expense     19,037       15,133       36,250       27,981                                     INCOME BEFORE PROVISION FOR INCOME TAXES     3,574       7,761       10,594       13,024                                     Provision for income taxes     893       2,026       2,648       3,362                                     NET INCOME   $ 2,681     $ 5,735     $ 7,946     $ 9,662                                     BASIC EARNINGS PER SHARE   $ 0.40     $ 0.84     $ 1.17     $ 1.42                                     DILUTED EARNINGS PER SHARE   $ 0.39     $ 0.84     $ 1.17     $ 1.41     The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.   - 4 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES     CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Dollars in Thousands) (Unaudited)       Three Months Ended     Six Months Ended       June 30,     June 30,       2021     2020     2021     2020                                     NET INCOME   $ 2,681     $ 5,735     $ 7,946     $ 9,662                                     OTHER ITEMS OF COMPREHENSIVE INCOME (LOSS) BEFORE TAX:                                 Change in fair value of securities available-for-sale     1,332       4,606       ( 1,240 )     4,811   Reclassification for net realized gains on investment securities available-for-sale     -       ( 1,068 )     -       ( 1,068 ) Total other comprehensive income (loss)     1,332       3,538       ( 1,240 )     3,743                                     Income tax (provision) benefit related to securities available-for-sale     ( 350 )     ( 932 )     327       ( 986 )                                   COMPREHENSIVE INCOME   $ 3,663     $ 8,341     $ 7,033     $ 12,419     The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.   - 5 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES     CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY For the Three and Six Months Ended June 30, 2021 and 2020 (Dollars in Thousands, Except for Per Share Data) (Unaudited)                                                     ACCUMULATED                               ADDITIONAL     UNALLOCATED                     OTHER               PREFERRED     COMMON     PAID-IN     ESOP     TREASURY     RETAINED     COMPREHENSIVE               STOCK     STOCK     CAPITAL     SHARES     STOCK     EARNINGS     INCOME (LOSS)     TOTAL                                                                     Balance at April 1, 2021   $ -     $ 71     $ 77,744     $ ( 103 )   $ ( 4,423 )   $ 78,586     $ 3,956     $ 155,831   Net income     -       -       -       -       -       2,681       -       2,681   Other comprehensive income     -       -       -       -       -       -       982       982   Dividends paid ($ 0.0975 per share)     -       -       -       -       -       ( 660 )     -       ( 660 ) Stock compensation expense     -       -       90       -       -       -       -       90   ESOP shares allocated ( 4,154 shares)     -       -       57       42       -       -       -       99   Treasury stock purchased through tender offer ( 250,000 shares at $ 25.12 average cost per share)     -       -       -       -       ( 6,279 )     -       -       ( 6,279 ) Sale of shares to ESOP ( 251,256 shares at $ 23.88 average price per share)     -       -       2,929       ( 6,000 )     3,071       -       -       -   Balance at June 30, 2021   $ -     $ 71     $ 80,820     $ ( 6,061 )   $ ( 7,631 )   $ 80,607     $ 4,938     $ 152,744                                                                     Balance at April 1, 2020   $ -     $ 71     $ 77,399     $ ( 269 )   $ ( 3,643 )   $ 58,670     $ 1,480     $ 133,708   Net income     -       -       -       -       -       5,735       -       5,735   Other comprehensive income     -       -       -       -       -       -       2,606       2,606   Dividends paid ($ 0.095 per share)     -       -       -       -       -       ( 648 )     -       ( 648 ) Stock compensation expense     -       -       78       -       -       -       -       78   ESOP shares allocated ( 4,154 shares)     -       -       29       42       -       -       -       71   Treasury stock purchased ( 1,281 shares at $ 16.95 average cost per share)     -       -       -       -       ( 21 )     -       -       ( 21 ) Balance at June 30, 2020   $ -     $ 71     $ 77,506     $ ( 227 )   $ ( 3,664 )   $ 63,757     $ 4,086     $ 141,529                                                                     Balance at January 1, 2021   $ -     $ 71     $ 77,602     $ ( 145 )   $ ( 4,423 )   $ 73,982     $ 5,851     $ 152,938   Net income     -       -       -       -       -       7,946       -       7,946   Other comprehensive loss     -       -       -       -       -       -       ( 913 )     ( 913 ) Dividends paid ($ 0.195 per share)     -       -       -       -       -       ( 1,321 )     -       ( 1,321 ) Stock compensation expense     -       -       180       -       -       -       -       180   ESOP shares allocated ( 8,308 shares)     -       -       109       84       -       -       -       193   Treasury stock purchased through tender offer ( 250,000 shares at $ 25.12 average cost per share)     -       -       -       -       ( 6,279 )     -       -       ( 6,279 ) Sale of shares to ESOP ( 251,256 shares at $ 23.88 average price per share)     -       -       2,929       ( 6,000 )     3,071       -       -       -   Balance at June 30, 2021   $ -     $ 71     $ 80,820     $ ( 6,061 )   $ ( 7,631 )   $ 80,607     $ 4,938     $ 152,744                                                                     Balance at January 1, 2020   $ -     $ 67     $ 68,826     $ ( 311 )   $ ( 3,643 )   $ 55,391     $ 1,329     $ 121,659   Net income     -       -       -       -       -       9,662       -       9,662   Other comprehensive income     -       -       -       -       -       -       2,757       2,757   Dividends paid ($ 0.190 per share)     -       -       -       -       -       ( 1,296 )     -       ( 1,296 ) Stock issued in connection with Western Holding Company of Wolf Point acquisition     -       4       8,463       -       -       -       -       8,467   Stock compensation expense     -       -       148       -       -       -       -       148   ESOP shares allocated ( 8,308 shares)     -       -       69       84       -       -       -       153   Treasury stock purchased ( 1,281 shares at $ 16.95 average cost per share)     -       -       -       -       ( 21 )     -       -       ( 21 ) Balance at June 30, 2020   $ -     $ 71     $ 77,506     $ ( 227 )   $ ( 3,664 )   $ 63,757     $ 4,086     $ 141,529     The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.   - 6 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited)       Six Months Ended       June 30,       2021     2020   CASH FLOWS FROM OPERATING ACTIVITIES:                 Net income   $ 7,946     $ 9,662   Adjustments to reconcile net income to net cash provided by (used in) operating activities:                 Loan loss provision     321       1,897   (Recovery) impairment of mortgage servicing rights     ( 688 )     1,216   Depreciation     1,370       1,190   Net amortization of investment securities premiums and discounts     517       523   Amortization of mortgage servicing rights     2,018       1,622   Amortization of core deposit intangible and tax credits     287       330   Amortization of right-of-use assets     277       228   Compensation expense related to restricted stock awards     180       148   ESOP compensation expense for allocated shares     193       153   Deferred income tax provision (benefit)     495       ( 472 ) Net gain on sale of loans     ( 24,758 )     ( 13,331 ) Originations of loans held-for-sale     ( 558,167 )     ( 387,022 ) Proceeds from sales of loans held-for-sale     580,714       368,250   Net gain on sale of available-for-sale securities     -       ( 1,068 ) Net loss (gain) on sale of real estate owned and other repossessed assets     9       ( 1 ) Net gain on sale/disposal of premises and equipment     ( 16 )     ( 4 ) Net appreciation in cash surrender value of life insurance     ( 331 )     ( 320 ) Net change in:                 Accrued interest and dividends receivable     33       ( 490 ) Other assets     853       ( 5,931 ) Accrued expenses and other liabilities     ( 720 )     6,079   Net cash provided by (used in) operating activities     10,533       ( 17,341 )                   CASH FLOWS FROM INVESTING ACTIVITIES:                 Activity in available-for-sale securities:                 Sales     -       18,149   Maturities, principal payments and calls     5,621       17,682   Purchases     ( 80,864 )     ( 35,484 ) FHLB stock redeemed     186       841   Net cash received from acquisitions     -       5,044   Loan origination and principal collection, net     ( 36,207 )     ( 20,637 ) Proceeds from sale of real estate and other repossessed assets acquired in settlement of loans     16       7   Proceeds from sale of premises and equipment     605       -   Purchases of premises and equipment, net     ( 8,169 )     ( 13,489 ) Net cash used in investing activities     ( 118,812 )     ( 27,887 )   The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.   - 7 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Dollars in Thousands) (Unaudited)       Six Months Ended       June 30,       2021     2020   CASH FLOWS FROM FINANCING ACTIVITIES:                 Net increase in deposits   $ 112,519     $ 59,879   Net advances from FRB borrowings     -       23,786   Net short-term payments to FHLB and other borrowings     -       ( 4,500 ) Long-term advances from FHLB and other borrowings     -       10,000   Payments on long-term FHLB and other borrowings     ( 7,770 )     ( 29,350 ) Proceeds from issuance of subordinated debentures     -       15,000   Payments for debt issuance costs     -       ( 300 ) Purchase of treasury stock     ( 6,279 )     ( 21 ) Dividends paid     ( 1,321 )     ( 1,296 ) Net cash provided by financing activities     97,149       73,198                     NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS     ( 11,130 )     27,970                     CASH AND CASH EQUIVALENTS, beginning of period     69,802       24,918                     CASH AND CASH EQUIVALENTS, end of period   $ 58,672     $ 52,888                                       SUPPLEMENTAL CASH FLOW INFORMATION:                 Cash paid during the period for interest   $ 1,852     $ 3,701   Cash paid during the period for income taxes     3,750       500                     NONCASH INVESTING AND FINANCING ACTIVITIES:                 (Decrease) increase in fair value of securities available-for-sale   $ ( 1,240 )   $ 3,743   Trade date payable securities     728       -   Mortgage servicing rights recognized     3,353       2,433   Right-of-use assets obtained in exchange for lease liabilities     932       -   Loans transferred to real estate and other assets acquired in foreclosure     6       37   Stock issued in connection with acquisitions     -       8,467   Sale of shares from Eagle to ESOP in exchange for loan     6,000       -     See Note 2. Mergers and Acquisitions for additional information related to assets acquired and liabilities assumed in acquisitions.   The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.   - 8 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)     NOTE 1.   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 in 1922 as a Montana chartered building and loan association and has conducted operations and maintained its administrative office in Helena, Montana since that time. In 1975, the Bank adopted a federal thrift charter and in October 2014 converted to a Montana chartered commercial bank and became a member bank in the Federal Reserve System.   In September 2017, the Company entered into an Agreement and Plan of Merger with TwinCo, Inc. ("TwinCo"), a Montana corporation, and TwinCo’s wholly-owned subsidiary, Ruby Valley Bank, a Montana chartered commercial bank to acquire 100 % of TwinCo’s equity voting interests. On January 31, 2018, TwinCo merged with and into Eagle, with Eagle continuing as the surviving corporation. Ruby Valley Bank operated two branches in Madison County, Montana.   In August 2018, the Company entered into an Agreement and Plan of Merger with Big Muddy Bancorp, Inc. (“BMB”), a Montana corporation and BMB’s wholly-owned subsidiary, The State Bank of Townsend (“SBOT”), a Montana chartered commercial bank to acquire 100 % of BMB’s equity voting interests. On January 1, 2019, BMB merged with and into Eagle, with Eagle continuing as the surviving corporation. SBOT operated four branches in Townsend, Dutton, Denton and Choteau, Montana.   In  August 2019,  the Company entered into an Agreement and Plan of Merger ("Merger Agreement") with Western Holding Company of Wolf Point (“WHC”), a Montana corporation, and WHC’s wholly-owned subsidiary, Western Bank of Wolf Point, a Montana chartered commercial bank (“WB”). The Merger Agreement provided that, upon the terms and subject to the conditions set forth in the Merger Agreement, WHC would merge with and into Eagle, with Eagle continuing as the surviving corporation. The merger closed on  January 1, 2020.  WB operated  one  branch in Wolf Point, Montana. In addition, Western Financial Services, Inc. ("WFS") was acquired through the WHC merger. WFS facilitates deferred payment contracts for Bank customers that produce agricultural products.   The Bank currently has 23  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. The Bank also operates certain branches under the names Dutton State Bank, Farmers State Bank of Denton and The State Bank of Townsend.   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 Form 10 -Q and Article 10 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 Form 10 -K with all of the audited information and footnotes required by U.S. GAAP for complete financial statements for the year ended December 31, 2020 , as filed with the SEC on March 10, 2021. 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 the six -month period ended  June 30, 2021 are not necessarily indicative of the results to be expected for the year ending  December 31, 2021  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 loan losses, 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, Eagle Bancorp Statutory Trust I (the “Trust”) and WFS. All significant intercompany transactions and balances have been eliminated in consolidation.    Reclassifications     Certain prior period amounts were reclassified to conform to the presentation for 2021 . These reclassifications had no impact on net income or shareholders’ equity.   Recent Events   The Company completed a modified "Dutch auction" tender offer (the "Tender Offer") in June 2021. The Company accepted for purchase 250,000 shares of its common stock at a price of $ 24.00 per share on June 23, 2021. The aggregate purchase price for the shares purchased in the Tender Offer was approximately $ 6,279,000 , including fees and expenses related to the Tender Offer. Therefore, the total price including fees and expenses was $ 25.12 per share.   The Company sold 251,256 shares of common stock to the Employee Stock Ownership Plan ("ESOP") at a price of $ 23.88 per share on June 23, 2021. The shares were purchased from Eagle by the ESOP in exchange for a loan totaling $ 6,000,000 . The loan has a ten -year term and bears interest at 3.00 %. The shares held by the ESOP will be used for allocations to employees of the Company over a ten -year period.    Subsequent Events     The Company has evaluated events and transactions subsequent to  June 30, 2021 for recognition and/or disclosure.   - 9 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)     NOTE 2.  MERGERS AND ACQUISITIONS   Effective January 1, 2020, Eagle completed its previously announced merger with WHC. At the effective time of the Merger, WHC merged with and into Eagle, with Eagle continuing as the surviving corporation. The acquisition closed after receipt of approvals from regulatory authorities, approval of WHC shareholders and the satisfaction of other closing conditions. The total consideration paid was $ 14,967,000 and included cash consideration of $ 6,500,000 and common stock issued of $ 8,467,000 .   This transaction was accounted for under the acquisition method of accounting.   All of the assets acquired and liabilities assumed were recognized at their acquisition-date fair value, while transaction costs and restructuring costs associated with the business combinations were expensed as incurred. Determining the fair value of assets and liabilities is a complicated process involving significant judgement regarding methods and assumptions used to calculate estimated fair values. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The goodwill recorded is not deductible for federal income tax purposes.   The following table summarizes the fair values of the assets acquired and liabilities assumed, consideration paid and the resulting goodwill.       WHC       January 1,       2020       (In Thousands)   Assets acquired:         Cash and cash equivalents   $ 11,544   Securities available-for-sale     43,710   Loans receivable     43,424   Premises and equipment     740   Cash surrender value of life insurance     2,131   Core deposit intangible     208   Other assets     1,874   Total assets acquired   $ 103,631             Liabilities assumed:         Deposits   $ 86,572   Accrued expenses and other liabilities     4,554   Other borrowings     2,500   Total liabilities assumed   $ 93,626             Net assets acquired   $ 10,005             Consideration paid:         Cash   $ 6,500   Common stock issued ( 395,850 shares)     8,467   Total consideration paid   $ 14,967             Goodwill resulting from acquisition   $ 4,962     Goodwill recorded for the WHC acquisition during the three months ended March 31, 2020  was $ 4,962,000 .   WHC investments were written up $ 425,000 to fair value on the date of acquisition based on market prices obtained from an independent third party.   - 10 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)   NOTE 2.  MERGERS AND ACQUISITIONS – continued   For acquisitions, the fair value analysis of the loan portfolios resulted in a valuation adjustment for each loan based on an amortization schedule of expected cash flow. Individual amortization schedules were used for each loan over a certain amount and those with specifically identified loss exposure. The remainder of the loans were grouped by type and risk rating into loan pools (based on loan type, fixed or variable interest rate, revolving or term payments and risk rating). Yield inputs for the amortization schedules included contractual interest rates, estimated prepayment speeds, liquidity adjustments and market yields. Credit inputs for the amortization schedules included probability of payment default, loss given default rates and individually identified loss exposure.                 The total accretable discount on WHC acquired loans was $ 1,166,000 as of January 1, 2020. During the year ended December 31, 2020 , accretion of the loan discount was $ 560,000 . During the three and six months ended June 30, 2021 , accretion of the loan discount was $ 59,000  and $ 107,000 , respectively.  The remaining accretable loan discount was $ 499,000  as of June 30, 2021 . One impaired loan was acquired through the WHC acquisition with an insignificant balance as of January 1, 2020.   Fair value adjustments of $ 590,000  were recorded for WHC related to premises and equipment. The Company used independent third party appraisals in the determination of the fair value of acquired assets.   Core deposit intangible assets of $ 208,000 were recorded for WHC and are being amortized using an accelerated method over the estimated useful lives of the related deposits of 10 years from date of acquisition. For acquisitions, the core deposit intangible value is a function of the difference between the cost of the acquired core deposits and the alternative cost of funds. These cash flow streams were discounted to present value. The fair value of other deposit accounts acquired were valued by estimating future cash flows to be received or paid from individual or homogenous groups of assets and liabilities and then discounting those cash flows to a present value using rates of return that were available in financial markets for similar financial instruments on or near the acquisition date.   Direct costs related to the acquisition were expensed as incurred. There were no acquisition costs recorded during the three and six months ended June 30, 2021 . The Company recorded acquisition costs related to WHC of $ 157,000 during the year ended  December 31, 2020 . Acquisition costs included professional fees and data processing expenses incurred related to the acquisitions.   Operations of acquired entities have been included in the condensed consolidated financial statements since date of acquisition. The Company does not consider them as separate reporting segments and does not track the amount of revenues and net income attributable since acquisition. As such, it is impracticable to determine such amounts for the period from acquisition date through June 30, 2021 . The accompanying condensed consolidated statements of income include the results of operations of WHC since the January 1, 2020 acquisition date.   - 11 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)     NOTE 3.   INVESTMENT SECURITIES   The amortized cost and fair values of securities, together with unrealized gains and losses, were as follows:       June 30, 2021     December 31, 2020               Gross                     Gross               Amortized     Unrealized     Fair     Amortized     Unrealized     Fair       Cost     Gains     (Losses)     Value     Cost     Gains     (Losses)     Value       (In Thousands)   Available-for-Sale:                                                                 U.S. government obligations   $ 1,888     $ 25     $ -     $ 1,913     $ 2,214     $ 31     $ -     $ 2,245   U.S. treasury obligations     33,140       582       ( 28 )     33,694       5,153       504       -       5,657   Municipal obligations     113,605       5,156       ( 100 )     118,661       92,914       6,175       ( 1 )     99,088   Corporate obligations     10,565       166       -       10,731       10,579       91       ( 7 )     10,663   Mortgage-backed securities     14,029       164       ( 75 )     14,118       7,513       161       ( 5 )     7,669   Collateralized mortgage obligations     48,109       709       ( 49 )     48,769       30,339       852       ( 2 )     31,189   Asset-backed securities     5,955       151       -       6,106       6,293       142       -       6,435   Total   $ 227,291     $ 6,953     $ ( 252 )   $ 233,992     $ 155,005     $ 7,956     $ ( 15 )   $ 162,946     Proceeds from sale of available-for-sale securities and the associated gross realized gains and losses were as follows:       Three Months Ended     Six Months Ended       June 30,     June 30,       2021     2020     2021     2020       (In Thousands)                                                     Proceeds from sale of available-for-sale securities   $ -     $ 18,149     $ -     $ 18,149                                     Gross realized gain on sale of available-for-sale securities     -       1,068       -       1,068   Gross realized loss on sale of available-for-sale securities     -       -       -       -   Net realized gain on sale of available-for-sale securities   $ -     $ 1,068     $ -     $ 1,068     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.       June 30, 2021       Amortized     Fair       Cost     Value       (In Thousands)                     Due in one year or less   $ 4,706     $ 4,743   Due from one to five years     13,736       14,263   Due from five to ten years     48,293       49,090   Due after ten years     98,418       103,009         165,153       171,105   Mortgage-backed securities     14,029       14,118   Collateralized mortgage obligations     48,109       48,769   Total   $ 227,291     $ 233,992     As of  June 30, 2021 and December 31, 2020 , securities with a fair value of $ 22,286,000   and $ 19,716,000 , 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 than twelve months and those that have been in a continuous unrealized loss position for twelve or more months were as follows:       June 30, 2021       Less Than 12 Months     12 Months or Longer               Gross             Gross       Fair     Unrealized     Fair     Unrealized       Value     Losses     Value     Losses       (In Thousands)   U.S. treasury obligations   $ 10,537     $ ( 28 )   $ -     $ -   Municipal obligations     10,423       ( 100 )     -       -   Corporate obligations     -       -       -       -   Mortgage-backed securities and collateralized mortgage obligations     23,736       ( 124 )     -       -   Total   $ 44,696     $ ( 252 )   $ -     $ -     - 12 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)   NOTE 3.   INVESTMENT SECURITIES – continued       December 31, 2020       Less Than 12 Months     12 Months or Longer               Gross             Gross       Fair     Unrealized     Fair     Unrealized       Value     Losses     Value     Losses       (In Thousands)   U.S. treasury obligations   $ -     $ -     $ -     $ -   Municipal obligations     282       ( 1 )     -       -   Corporate obligations     4,243       ( 7 )     -       -   Mortgage-backed securities and collateralized mortgage obligations     3,180       ( 2 )     1,501       ( 5 ) Total   $ 7,705     $ ( 10 )   $ 1,501     $ ( 5 )   Unrealized losses associated with investments are believed to be caused by changes in market interest rates or the widening of market spreads subsequent to the initial purchase of the securities and not due to concerns regarding the underlying credit of the issuers or the underlying collateral. The Company does not intend to sell the securities, and it is not likely to be required to sell these securities prior to maturity. Based on the Company's evaluation of these securities, no other-than-temporary impairment was recorded for the  six months ended June 30, 2021 or the year ended December 31, 2020 . As of  June 30, 2021 and December 31, 2020 , there were, respectively, 21  and  8  securities in unrealized loss positions that were considered to be temporarily impaired and therefore an impairment charge has not been recorded.      NOTE 4.   LOANS RECEIVABLE   Loans receivable consisted of the following:       June 30,     December 31,       2021     2020       (In Thousands)   Real estate loans:                 Residential 1-4 family   $ 141,621     $ 157,092   Commercial real estate     497,898       447,867                     Other loans:                 Home equity     55,739       56,563   Consumer     18,859       20,168   Commercial     162,482       161,451                     Total     876,599       843,141                     Deferred loan fees, net     ( 2,669 )     ( 2,038 ) Allowance for loan losses     ( 11,900 )     ( 11,600 ) Total loans, net   $ 862,030     $ 829,503     Within the commercial real estate loan category above, $ 10,670,000  and $ 11,084,000 was guaranteed by the United States Department of Agriculture Rural Development at  June 30, 2021 and  December 31, 2020 , respectively. Also within the loan categories above, $ 6,648,000  and $ 6,533,000 was guaranteed by the United States Department of Agriculture Farm Service Agency at  June 30, 2021 and  December 31, 2020 , respectively. In addition, within the commercial loan category above, $ 19,817,000  and $ 29,581,000 was guaranteed by the Small Business Administration ("SBA") under their Payroll Protection Program ("PPP") at  June 30, 2021 and December 31, 2020 , respectively. Deferred loan fees, net includes $ 1,303,000 and $ 613,000 of remaining deferred fees related to the PPP at June 30, 2021  and  December 31, 2020 , respectively.    - 13 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)   NOTE 4.   LOANS RECEIVABLE – continued   Allowance for loan losses activity was as follows:       Residential     Commercial     Home                               1-4 Family     Real Estate     Equity     Consumer     Commercial     Total       (In Thousands)   Allowance for loan losses:                                                 Beginning Balance, April 1, 2021   $ 1,542     $ 7,131     $ 521     $ 369     $ 2,337     $ 11,900   Charge-offs     -       ( 25 )     -       ( 8 )     -       ( 33 ) Recoveries     -       7       -       2       2       11   Provision     2       14       1       -       5       22   Ending balance, June 30, 2021   $ 1,544     $ 7,127     $ 522     $ 363     $ 2,344     $ 11,900                                                     Allowance for loan losses:                                                 Beginning balance, January 1, 2021   $ 1,506     $ 6,951     $ 515     $ 364     $ 2,264     $ 11,600   Charge-offs     -       ( 35 )     -       ( 10 )     ( 6 )     ( 51 ) Recoveries     -       9       -       6       15       30   Provision     38       202       7       3       71       321   Ending balance, June 30, 2021   $ 1,544     $ 7,127     $ 522     $ 363     $ 2,344     $ 11,900                                                     Ending balance, June 30, 2021 allocated to loans individually evaluated for impairment   $ 199     $ -     $ -     $ -     $ 7     $ 206                                                     Ending balance, June 30, 2021 allocated to loans collectively evaluated for impairment   $ 1,345     $ 7,127     $ 522     $ 363     $ 2,337     $ 11,694                                                     Loans receivable:                                                 Ending balance, June 30, 2021   $ 141,621     $ 497,898     $ 55,739     $ 18,859     $ 162,482     $ 876,599                                                     Ending balance, June 30, 2021 of loans individually evaluated for impairment   $ 981     $ 4,387     $ 131     $ 79     $ 1,692     $ 7,270                                                     Ending balance, June 30, 2021 of loans collectively evaluated for impairment   $ 140,640     $ 493,511     $ 55,608     $ 18,780     $ 160,790     $ 869,329         Residential     Commercial     Home                               1-4 Family     Real Estate     Equity     Consumer     Commercial     Total       (In Thousands)   Allowance for loan losses:                                                 Beginning balance, April 1, 2020   $ 1,301     $ 5,214     $ 477     $ 354     $ 1,904     $ 9,250   Charge-offs     -       -       -       ( 3 )     ( 8 )     ( 11 ) Recoveries     -       2       -       3       29       34   Provision     68       880       14       17       248       1,227   Ending balance, June 30, 2020   $ 1,369     $ 6,096     $ 491     $ 371     $ 2,173     $ 10,500                                                     Allowance for loan losses:                                                 Beginning balance, January 1, 2020   $ 1,301     $ 4,826     $ 477     $ 284     $ 1,712     $ 8,600   Charge-offs     -       ( 18 )     -       ( 11 )     ( 18 )     ( 47 ) Recoveries     -       8       -       11       31       50   Provision     68       1,280       14       87       448       1,897   Ending balance, June 30, 2020   $ 1,369     $ 6,096     $ 491     $ 371     $ 2,173     $ 10,500                                                     Ending balance, June 30, 2020 allocated to loans individually evaluated for impairment   $ 97     $ -     $ -     $ -     $ 70     $ 167                                                     Ending balance, June 30, 2020 allocated to loans collectively evaluated for impairment   $ 1,272     $ 6,096     $ 491     $ 371     $ 2,103     $ 10,333                                                     Loans receivable:                                                 Ending balance, June 30, 2020   $ 150,818     $ 432,631     $ 58,755     $ 20,231     $ 181,005     $ 843,440                                                     Ending balance, June 30, 2020 of loans individually evaluated for impairment   $ 1,266     $ 3,922     $ 191     $ 198     $ 2,284     $ 7,861                                                     Ending balance, June 30, 2020 of loans collectively evaluated for impairment   $ 149,552     $ 428,709     $ 58,564     $ 20,033     $ 178,721     $ 835,579     - 14 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)   NOTE 4.   LOANS RECEIVABLE – continued   Internal classification of the loan portfolio was as follows:       June 30, 2021               Special                                       Pass     Mention     Substandard     Doubtful     Loss     Total       (In Thousands)   Real estate loans:                                                 Residential 1-4 family   $ 100,616     $ 277     $ 326     $ 199     $ -     $ 101,418   Residential 1-4 family construction     39,866       -       337       -       -       40,203   Commercial real estate     362,049       3,892       2,386       -       -       368,327   Commercial construction and development     63,501       -       -       -       -       63,501   Farmland     63,216       234       2,573       47       -       66,070   Other loans:                                                 Home equity     55,266       268       205       -       -       55,739   Consumer     18,761       -       98       -       -       18,859   Commercial     106,354       963       533       -       -       107,850   Agricultural     52,566       310       1,690       66       -       54,632   Total   $ 862,195     $ 5,944     $ 8,148     $ 312     $ -     $ 876,599         December 31, 2020               Special                                       Pass     Mention     Substandard     Doubtful     Loss     Total       (In Thousands)   Real estate loans:                                                 Residential 1-4 family   $ 109,746     $ -     $ 857       199     $ -     $ 110,802   Residential 1-4 family construction     45,953       -       337       -       -       46,290   Commercial real estate     311,756       2,568       2,344       -       -       316,668   Commercial construction and development     65,231       14       36       -       -       65,281   Farmland     63,565       136       2,164       53       -       65,918   Other loans:                                                 Home equity     56,177       274       112       -       -       56,563   Consumer     20,017       -       151       -       -       20,168   Commercial     107,810       829       570       -       -       109,209   Agricultural     50,371       355       1,395       121       -       52,242   Total   $ 830,626     $ 4,176     $ 7,966     $ 373     $ -     $ 843,141     - 15 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)   NOTE 4.   LOANS RECEIVABLE – continued   The following tables include information regarding delinquencies within the loan portfolio.       June 30, 2021       Loans Past Due and Still Accruing                                       90 Days                                       30-89 Days     and             Nonaccrual     Current     Total       Past Due     Greater     Total     Loans     Loans     Loans       (In Thousands)   Real estate loans:                                                 Residential 1-4 family   $ 337     $ -     $ 337     $ 644     $ 100,437     $ 101,418   Residential 1-4 family construction     309       -       309       337       39,557       40,203   Commercial real estate     806       -       806       702       366,819       368,327   Commercial construction and development     -       -       -       -       63,501       63,501   Farmland     40       620       660       1,977       63,433       66,070   Other loans:                                                 Home equity     -       736       736       131       54,872       55,739   Consumer     69       -       69       79       18,711       18,859   Commercial     268       5       273       538       107,039       107,850   Agricultural     396       148       544       1,075       53,013       54,632   Total   $ 2,225     $ 1,509     $ 3,734     $ 5,483     $ 867,382     $ 876,599         December 31, 2020       Loans Past Due and Still Accruing                                       90 Days                                       30-89 Days     and             Nonaccrual     Current     Total       Past Due     Greater     Total     Loans     Loans     Loans       (In Thousands)   Real estate loans:                                                 Residential 1-4 family   $ 693     $ 34     $ 727     $ 684     $ 109,391     $ 110,802   Residential 1-4 family construction     853       170       1,023       337       44,930       46,290   Commercial real estate     274       -       274       631       315,763       316,668   Commercial construction and development     -       -       -       36       65,245       65,281   Farmland     179       -       179       2,245       63,494       65,918   Other loans:                                                 Home equity     53       -       53       111       56,399       56,563   Consumer     72       -       72       151       19,945       20,168   Commercial     553       6       559       537       108,113       109,209   Agricultural     71       182       253       1,542       50,447       52,242   Total   $ 2,748     $ 392     $ 3,140     $ 6,274     $ 833,727     $ 843,141     - 16 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)   NOTE 4.   LOANS RECEIVABLE – continued   The following tables include information regarding impaired loans.       June 30, 2021               Unpaid               Recorded     Principal     Related       Investment     Balance     Allowance       (In Thousands)   Real estate loans:                         Residential 1-4 family   $ 644     $ 721     $ 199   Residential 1-4 family construction     337       387       -   Commercial real estate     2,410       2,493       -   Commercial construction and development     -       -       -   Farmland     1,977       2,028       -   Other loans:                         Home equity     131       160       -   Consumer     79       87       -   Commercial     538       661       -   Agricultural     1,154       1,737       7   Total   $ 7,270     $ 8,274     $ 206         December 31, 2020               Unpaid               Recorded     Principal     Related       Investment     Balance     Allowance       (In Thousands)   Real estate loans:                         Residential 1-4 family   $ 1,204     $ 1,267     $ 296   Residential 1-4 family construction     337       387       -   Commercial real estate     2,264       2,328       -   Commercial construction and development     50       50       -   Farmland     2,245       2,262       -   Other loans:                         Home equity     111       136       -   Consumer     151       171       -   Commercial     537       664       -   Agricultural     1,702       2,268       54   Total   $ 8,601     $ 9,533     $ 350     - 17 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)   NOTE 4.   LOANS RECEIVABLE – continued       Three Months Ended     Six Months Ended       June 30,     June 30,       2021     2020     2021     2020       Average Recorded Investment     Average Recorded Investment       (In Thousands)     (In Thousands)   Real estate loans:                                 Residential 1-4 family   $ 920     $ 833     $ 924     $ 773   Residential 1-4 family construction     337       337       337       337   Commercial real estate     2,413       1,772       2,337       1,578   Commercial construction and development     -       94       25       72   Farmland     1,922       1,152       2,111       865   Other loans:                                 Home equity     120       164       121       145   Consumer     112       189       115       177   Commercial     542       750       538       809   Agricultural     1,279       1,136       1,428       995   Total   $ 7,645     $ 6,427     $ 7,936     $ 5,751     Interest income recognized on impaired loans for the  three and six months ended June 30, 2021 and 2020 is considered insignificant. Interest payments received on a cash basis related to impaired loans were $ 398,000  and $ 327,000  for  June 30, 2021 and December 31, 2020 , respectively.   As of  June 30, 2021 and December 31, 2020 , there were troubled debt restructured (“TDR”) loans of $ 1,803,000 and $ 1,824,000 , respectively.   During the three months ended June 30, 2021 , there were no  new TDR loans. During the six months ended  June 30, 2021  there was  one  new TDR loan. The recorded investment for the commercial real estate loan at time of restructure was $ 115,000 . No charge-offs were incurred and the loan is on accrual status. The recorded investment was $ 111,000  at  June 30, 2021 .   During the three months ended June 30, 2020 , there were two new TDR loans. During the six months ended  June 30, 2020 , there were three new TDR loans. The recorded investments at the time of restructure were $ 94,000  for a commercial construction and development loan, $ 1,634,000 for a commercial real estate loan, and $ 160,000 for an agricultural loan. The commercial construction and development loan was paid off during the six months ended June 30, 2021. No charge-offs were incurred for the remaining loans and they are on accrual status. The recorded investments for the remaining loans at   June 30, 2021  were $ 1,597,000 and $ 79,000 , respectively.   There were no loans modified as TDR's that defaulted during the three and six months ended  June 30, 2021 where the default occurred within 12 months of restructuring. A default for purposes of this disclosure is a TDR loan in which the borrower is 90 days past due or results in the foreclosure and repossession of the applicable collateral.   As of June 30, 2021 , the Company had no commitments to lend additional funds to loan customers whose terms had been modified in troubled debt restructures.   The Company has offered borrowers accommodations due to the impact from COVID- 19, including 90 -day deferrals, interest only payments and forbearances, which are not considered TDR's as they met the criteria established in the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"). In addition, the Montana Board of Investments ("MBOI") offered  12 -months of interest payment assistance to qualified borrowers. As of June 30, 2021 , 28  borrowers with modified loans represente d $ 17,517,000 . As of  December 31, 2020 , loan modifications for 40 borrowers represented $ 28,994,000 .   - 18 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)     NOTE 5 .   MORTGAGE SERVICING RIGHTS   The Company is servicing mortgage loans for the benefit of others which are not included in the condensed consolidated statements of financial condition and have unpaid principal balances of $ 1,655,884,000  and $ 1,473,971,000 at  June 30, 2021 and December 31, 2020 , 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 $ 987,000  and $ 766,000  for the three months ended June 30, 2021 and 2020 , respectively. Mortgage loan servicing fees were $ 1,924,000  and $ 1,505,000 for the six months ended June 30, 2021 and 2020 .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 $ 13,895,000  and $ 15,853,000  at  June 30, 2021 and December 31, 2020 , respectively.   The following table is a summary of activity in mortgage servicing rights:       As of or For the       Three Months Ended       June 30,       2021     2020       (In Thousands)   Mortgage servicing rights:                 Beginning balance   $ 11,435     $ 9,171   Mortgage servicing rights capitalized     1,821       1,490   Amortization of mortgage servicing rights     ( 1,024 )     ( 1,111 ) Ending balance     12,232       9,550   Valuation allowance:                 Beginning balance     ( 115 )     ( 153 ) Recovery (impairment) of mortgage servicing rights     11       ( 1,063 ) Ending balance     ( 104 )     ( 1,216 ) Mortgage servicing rights, net   $ 12,128     $ 8,334         As of or For the       Six Months Ended       June 30,       2021     2020       (In Thousands)   Mortgage servicing rights:                 Beginning balance   $ 10,897     $ 8,739   Mortgage servicing rights capitalized     3,353       2,433   Amortization of mortgage servicing rights     ( 2,018 )     ( 1,622 ) Ending balance     12,232       9,550   Valuation allowance:                 Beginning balance     ( 792 )     -   Recovery (impairment) of mortgage servicing rights     688       ( 1,216 ) Ending balance     ( 104 )     ( 1,216 ) Mortgage servicing rights, net   $ 12,128     $ 8,334     Impairment expense on mortgage servicing rights of $ 1,063,000 and $ 1,216,000 was recorded during the three and six months ended June 30, 2020, respectively, as a result of faster than expected prepayment speed assumptions. However, recoveries of $ 11,000  and $ 688,000  were recorded for the  three and six months ended June 30, 2021 , respectively. Recovery (impairment) of servicing rights is included in other noninterest expense on the condensed consolidated statements of income.    The fair values of these rights were $ 12,553,000  and $ 10,105,000 at  June 30, 2021 and December 31, 2020 , respectively. The fair value of servicing rights was determined at loan level, depending on the interest rate and term of the specific loan, using the following valuation assumptions:       June 30,     December 31,       2021     2020   Key assumptions:                 Discount rate     12%       12 %   Prepayment speed range     183 - 283 %       221 - 328 %   Weighted average prepayment speed     230 %       281 %       - 19 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)     NOTE 6 .   DEPOSITS   Deposits are summarized as follows:       June 30,     December 31,       2021     2020       (In Thousands)                     Noninterest checking   $ 349,017     $ 318,389   Interest-bearing checking     193,991       160,614   Savings     202,984       179,868   Money market     242,290       202,407   Time certificates of deposit     157,320       171,805   Total   $ 1,145,602     $ 1,033,083     Time certificates of deposits include $ 0 and  $ 495,000 related to fixed rate brokered CDs at June 30, 2021 and December 31, 2020 .      NOTE 7 .   OTHER LONG-TERM DEBT   Other long-term debt consisted of the following:       June 30, 2021     December 31, 2020               Unamortized             Unamortized               Debt             Debt       Principal     Issuance     Principal     Issuance       Amount     Costs     Amount     Costs       (In Thousands)                                     Senior notes fixed at 5.75 %, due 2022   $ 10,000     $ ( 26 )   $ 10,000     $ ( 48 ) Subordinated debentures fixed at 5.50 % to floating, due 2030     15,000       ( 299 )     15,000       ( 316 ) Subordinated debentures variable at 3-Month Libor plus 1.42 %, due 2035     5,155       -       5,155       -   Total other long-term debt   $ 30,155     $ ( 325 )   $ 30,155     $ ( 364 )   In June 2020, the Company completed the issuance of $ 15,000,000 in aggregate principal amount of subordinated notes due in 2030  in a private placement transaction to certain qualified institutional accredited investors. The notes will 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 be three -month term Secured Overnight Financing Rate ("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 Tier 2 capital for regulatory capital  purposes.    In February 2017, the Company completed the issuance, through a private placement, of $ 10,000,000 aggregate principal amount of 5.75% fixed senior unsecured notes due in 2022. The interest will be paid semi-annually through maturity date. The notes are not subject to redemption at the option of the Company.   In June 2015, the Company completed the issuance of $ 10,000,000 in aggregate principal amount of subordinated notes due in 2025 in a private placement transaction to an institutional accredited investor. The notes had an annual fixed interest rate of 6.75% and interest was paid quarterly through redemption. The notes were subject to redemption at the option of the Company on or after June 19, 2020.  The notes were redeemed on July 10, 2020.   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 2010 then became variable at three -month LIBOR plus 1.42%, making the rate 1.57 % and 1.66 % as of June 30, 2021 and December 31, 2020 , respectively. Dividends on the preferred securities are cumulative and the Trust may defer the payments for up to five years. The preferred securities mature in December 2035 unless the Company elects and obtains regulatory approval to accelerate the maturity date. The subordinated debentures qualify as Tier 1 capital for regulatory purposes.    - 20 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)     NOTE 8. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)     The following table includes information regarding the activity in accumulated other comprehensive income (loss).       Unrealized       Gains (Losses)       on Securities       Available-for-Sale       (In Thousands)   Balance at April 1, 2021   $ 3,956   Other comprehensive income, before reclassifications and income taxes     1,332   Amounts reclassified from accumulated other comprehensive income, before income taxes     -   Income tax provision     ( 350 ) Total other comprehensive income     982   Balance at June 30, 2021   $ 4,938             Balance at April 1, 2020   $ 1,480   Other comprehensive income, before reclassifications and income taxes     4,606   Amounts reclassified from accumulated other comprehensive income, before income taxes     ( 1,068 ) Income tax provision     ( 932 ) Total other comprehensive income     2,606   Balance at June 30, 2020   $ 4,086             Balance at January 1, 2021   $ 5,851   Other comprehensive loss, before reclassifications and income taxes     ( 1,240 ) Amounts reclassified from accumulated other comprehensive income, before income taxes     -   Income tax benefit     327   Total other comprehensive loss     ( 913 ) Balance at June 30, 2021   $ 4,938             Balance at January 1, 2020   $ 1,329   Other comprehensive income, before reclassifications and income taxes     4,811   Amounts reclassified from accumulated other comprehensive income, before income taxes     ( 1,068 ) Income tax provision     ( 986 ) Total other comprehensive income     2,757   Balance at June 30, 2020   $ 4,086       NOTE 9.   EARNINGS PER SHARE   The computations of basic and diluted earnings per share are as follows:       Three Months Ended     Six Months Ended       June 30,     June 30,       2021     2020     2021     2020         (Dollars in Thousands, Except Per Share Data)                                     Basic weighted average shares outstanding     6,775,557       6,818,494       6,775,503       6,818,688   Dilutive effect of stock compensation     19,343       37,362       16,382       34,377   Diluted weighted average shares outstanding     6,794,900       6,855,856       6,791,885       6,853,065                                     Net income available to common shareholders   $ 2,681     $ 5,735     $ 7,946     $ 9,662                                     Basic earnings per share   $ 0.40     $ 0.84     $ 1.17     $ 1.42                                     Diluted earnings per share   $ 0.39     $ 0.84     $ 1.17     $ 1.41     There were no anti-dilutive shares a t June 30, 2021 and December 31, 2020 .   - 21 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)     NOTE 10. 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:       June 30, 2021     December 31, 2020       Notional     Fair Value     Notional     Fair Value       Amount     Asset     Liability     Amount     Asset     Liability       (In Thousands)   Interest rate lock commitments   $ 148,507     $ 2,949     $ -     $ 227,977     $ 6,017     $ -   Forward TBA mortgage-backed securities     84,000       -       314       180,000       -       1,056     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 $ 1,043,000  were recorded for the three months ended June 30, 2021  compared to net gains of $ 2,155,000 for the three months ended June 30, 2020 . Net losses of $ 2,326,000  were recorded for the six months ended  June 30, 2021 compared to net gains of $ 3,402,000 for the six months ended June 30, 2020 .     NOTE 11 . 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 in three 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.   Available-for-Sale Securities – Securities classified as available-for-sale are reported at fair value utilizing Level 1 (nationally recognized securities exchanges) and Level 2 inputs. For level 2 securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include but is not 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 if not already committed and are considered Level 2 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 Level 3 inputs and forward TBA mortgage-backed securities and mandatory forward commitments are considered Level 2 inputs.   Impaired Loans – Impaired loans are reported at the fair value of the underlying collateral if repayment is expected solely from the collateral or using a discounted cash flow if the loan is not collateral dependent. Collateral values are estimated using Level 3 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 on third party appraisals, less costs to sell and are considered Level 3 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 a third party model that incorporates industry assumptions and is adjusted for factors such as prepayment speeds and are considered Level 3 inputs.   - 22 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)   NOTE 11. FAIR VALUE OF FINANCIAL INSTRUMENTS – continued   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.       June 30, 2021       Level 1     Level 2     Level 3     Total Fair       Inputs     Inputs     Inputs     Value       (In Thousands)   Financial assets:                                 Available-for-sale securities:                                 U.S. government obligations   $ -     $ 1,913     $ -     $ 1,913   U.S. treasury obligations     33,694       -       -       33,694   Municipal obligations     -       118,661       -       118,661   Corporate obligations     -       10,731       -       10,731   Mortgage-backed securities     -       14,118       -       14,118   Collateralized mortgage obligations     -       48,769       -       48,769   Asset-backed securities     -       6,106       -       6,106   Loans held-for-sale     -       56,826       -       56,826   Interest rate lock commitments     -       -       2,949       2,949   Financial liabilities:                                 Forward TBA mortgage-backed securities     -       314       -       314         December 31, 2020       Level 1     Level 2     Level 3     Total Fair       Inputs     Inputs     Inputs     Value       (In Thousands)   Financial assets:                                 Available-for-sale securities:                                 U.S. government obligations   $ -     $ 2,245     $ -     $ 2,245   U.S. treasury obligations     5,657       -       -       5,657   Municipal obligations     -       99,088       -       99,088   Corporate obligations     -       10,663       -       10,663   Mortgage-backed securities     -       7,669       -       7,669   Collateralized mortgage obligations     -       31,189       -       31,189   Asset-backed securities     -       6,435       -       6,435   Loans held-for-sale     -       54,615       -       54,615   Interest rate lock commitments     -       -       6,017       6,017   Financial liabilities:                                 Forward TBA mortgage-backed securities     -       1,056       -       1,056     - 23 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)   NOTE 11. 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:       June 30, 2021       Level 1     Level 2     Level 3     Total Fair       Inputs     Inputs     Inputs     Value       (In Thousands)   Impaired loans   $ -     $ -     $ 102     $ 102   Real estate and other repossessed assets     -       -       4       4   Mortgage servicing rights     -       -       12,553       12,553         December 31, 2020       Level 1     Level 2     Level 3     Total Fair       Inputs     Inputs     Inputs     Value       (In Thousands)   Impaired loans   $ -     $ -     $ 728     $ 728   Real estate and other repossessed assets     -       -       -       -   Mortgage servicing rights     -       -       10,105       10,105     The following table represents the Banks’s Level 3 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.       Principal   Significant   Range of       Valuation   Unobservable   Significant Input   Instrument   Technique   Inputs   Values                   Impaired loans   Fair value of underlying collateral   Discount applied to the obtained appraisal   10 - 30 %   Real estate and other repossessed assets   Fair value of collateral   Discount applied to the obtained appraisal   10 - 30 %   Mortgage servicing rights   Discounted cash flows   Discount rate   10 - 15 %           Prepayment speeds   180 - 330 %   Interest rate lock commitments   Internal pricing model   Pull-through expectations   85 - 95 %     The following tables provide a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level 3 ) on a recurring basis during the six months ended June 30, 2021 .       Three Months Ended     Six Months Ended       June 30,     June 30,       2021     2020     2021     2020       Interest Rate Lock Commitments     Interest Rate Lock Commitments       (In Thousands)     (In Thousands)   Beginning balance   $ 1,887     $ 4,451     $ 6,017     $ 554   Purchases and issuances     ( 2,888 )     6,904       ( 11,886 )     12,701   Sales and settlements     3,950       ( 5,854 )     8,818       ( 7,754 ) Ending balance   $ 2,949     $ 5,501     $ 2,949     $ 5,501   Net change in unrealized gains relating to items held at end of period   $ 1,062     $ 1,050     $ ( 3,068 )   $ 4,947     - 24 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)   NOTE 11. FAIR VALUE OF FINANCIAL INSTRUMENTS – continued      The tables below summarize the estimated fair values of financial instruments of the Company, whether or not 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.       June 30, 2021                               Total               Level 1     Level 2     Level 3     Estimated     Carrying       Inputs     Inputs     Inputs     Fair Value     Amount       (In Thousands)   Financial assets:                                         Cash and cash equivalents   $ 58,672     $ -     $ -     $ 58,672     $ 58,672   FHLB stock     1,874       -       -       1,874       1,874   FRB stock     2,974       -       -       2,974       2,974   Loans receivable, gross     -       -       880,484       880,484       873,930   Accrued interest and dividends receivable     5,732       -       -       5,732       5,732   Mortgage servicing rights     -       -       12,553       12,553       12,128   Financial liabilities:                                         Non-maturing interest-bearing deposits     -       639,265       -       639,265       639,265   Noninterest-bearing deposits     349,017       -       -       349,017       349,017   Time certificates of deposit     -       -       157,713       157,713       157,320   Accrued expenses and other liabilities     20,940       -       -       20,940       20,940   FHLB advances and other borrowings     -       -       9,356       9,356       9,300   Other long-term debt     -       -       29,401       29,401       30,155         December 31, 2020                               Total               Level 1     Level 2     Level 3     Estimated     Carrying       Inputs     Inputs     Inputs     Fair Value     Amount       (In Thousands)   Financial assets:                                         Cash and cash equivalents   $ 69,802     $ -     $ -     $ 69,802     $ 69,802   FHLB stock     2,060       -       -       2,060       2,060   FRB stock     2,974       -       -       2,974       2,974   Loans receivable, gross     -       -       847,579       847,579       841,103   Accrued interest and dividends receivable     5,765       -       -       5,765       5,765   Mortgage servicing rights     -       -       10,105       10,105       10,105   Financial liabilities:                                         Non-maturing interest-bearing deposits     -       542,889       -       542,889       542,889   Noninterest-bearing deposits     318,389       -       -       318,389       318,389   Time certificates of deposit     -       -       172,561       172,561       171,805   Accrued expenses and other liabilities     23,239       -       -       23,239       23,239   FHLB advances and other borrowings     -       -       17,217       17,217       17,070   Other long-term debt     -       -       29,414       29,414       30,155     - 25 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)     NOTE 12 . RECENT ACCOUNTING PRONOUNCEMENTS   Recently Adopted Accounting Pronouncements   In August 2018, the FASB issued ASU No. 2018 - 13,  Fair Value Measurement (Topic 820 ) to remove disclosure requirements that no longer are considered cost beneficial, modify/clarify specific requirements of certain disclosures and add disclosure requirements identified as relevant. The amendment became effective for the Company on January 1, 2020 and did not have a significant impact on the condensed consolidated financial statements.   Recently Issued Accounting Pronouncements     In September 2016, the FASB issued ASU No. 2016 - 13, Financial Instruments – Credit Losses (Topic 326 ) intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The standard requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. The standard also requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. Additionally, the standard amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.   In October 2019, the FASB amended the effective date of the standard. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. An entity will apply the amendments in this update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach).   The Company believes the amendments in this update will have an impact on the Company’s condensed consolidated financial statements and is continuing to evaluate the significance of that impact, even though the adoption date has been deferred. In that regard, we have established a working group composed of individuals from the finance and credit administration areas of the Company. We are currently developing an implementation plan, including assessment of processes, segmentation of the loan portfolio and identifying and adding data fields necessary for analysis. The adoption of this standard is likely to result in an increase in the allowance for loan and lease losses as a result of changing from an “incurred loss” model to an “expected loss” model. While we currently cannot reasonably estimate the impact of adopting this standard, we expect the impact will be influenced by the composition, characteristics and quality of our loan and securities portfolios, as well as the general economic conditions and forecasts as of the adoption date.   In January 2017, the FASB issued ASU No. 2017 - 04, Intangibles – Goodwill and Other (Topic 350 ) to amend and simplify current goodwill impairment testing to eliminate Step 2 from the current provisions. Under the new guidance, an entity should perform the goodwill impairment test by comparing the fair value of a reporting unit with its carrying value and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if a quantitative impairment test is necessary. The guidance is effective for the Company on January 1, 2023 and adoption of the standard is being evaluated to assess the impact on the Company’s condensed consolidated financial statements.   In March 2020, the FASB issued ASU No. 2020 - 04, Reference Rate Reform (Topic 848 ) 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 SOFR. The guidance was effective upon issuance and generally can be applied through December 31, 2022. The Company is currently evaluating this guidance to determine the date of adoption and the potential impact.   - 26 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS       Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   Overview     The Company’s primary business activity is the ownership of its wholly owned subsidiary, Opportunity Bank of Montana (the “Bank”). The Bank is a Montana chartered commercial bank that focuses on both consumer and commercial lending. It engages in typical banking activities: acquiring deposits from local markets and originating loans and investing in securities. The Bank’s primary component of earnings is its net interest margin (also called spread or margin), the difference between interest income and interest expense. The net interest margin is managed by management (through the pricing of its products and by the types of products offered and kept in portfolio), and is affected by changes in market interest rates. The Bank also generates noninterest income in the form of fee income and gain on sale of loans.   The Bank has a strong mortgage lending focus, with a large portion of its loan originations represented by single-family residential mortgages, which has enabled it to successfully market home equity loans, as well as a wide range of shorter term consumer loans for various personal needs (automobiles, recreational vehicles, etc.). The Bank has also focused on adding commercial loans to its portfolio, both real estate and non-real estate. We have made significant progress in this initiative. The purpose of this diversification is to mitigate the Bank’s dependence on the residential mortgage market, as well as to improve our ability to manage our interest rate spread. Recent acquisitions have added to our agricultural loans, which generally have shorter maturities and nominally higher interest rates. This has provided additional interest income and improved interest rate sensitivity. The Bank’s management recognizes that fee income will also enable it to be less dependent on specialized lending and it now maintains a significant loan serviced portfolio which provides a steady source of fee income. Fee income is also supplemented with fees generated from deposit accounts. The Bank has a high percentage of non-maturity deposits, such as checking accounts and savings accounts, which allows management flexibility in managing its spread. Non-maturity deposits and certificates of deposits do not automatically reprice as interest rates rise. Gain on sale of loans also provides significant noninterest income in periods of high mortgage loan origination volumes. Such income will be adversely affected in periods of lower mortgage activity.   Management continues to focus on improving the Bank’s earnings. Management believes the Bank needs to continue to concentrate on increasing net interest margin, other areas of fee income and control of operating expenses to achieve earnings growth going forward. Management’s strategy of growing the loan portfolio and deposit base is expected to help achieve these goals as follows: loans typically earn higher rates of return than investments; a larger deposit base should yield higher fee income; increasing the asset base will reduce the relative impact of fixed operating costs. The biggest challenge to the strategy is funding the growth of the statement of financial condition in an efficient manner. Though deposit growth has been steady, it may become more difficult to maintain due to significant competition and possible reduced customer demand for deposits as customers may shift into other asset classes.   The level and movement of interest rates impacts the Bank’s earnings as well. The Federal Open Market Committee changed the federal funds target rate from 1.75% to 0.25% during the year ended December 31, 2020. The rate remained at 0.25% dur ing the six months ended June 30, 2021. The rate reductions add continued pressure on loan yields.     Recent Events   Tender Offer   The Company completed a modified "Dutch auction" tender offer (the "Tender Offer") in June 2021. The Company accepted for purchase 250,000 shares of its common stock at a price of $24.00 per share on June 23, 2021. The aggregate purchase price for the shares purchased in the Tender Offer was approximately $6.28 million, including fees and expenses related to the Tender Offer. Therefore, the total price including fees and expenses was $25.12 per share.   The Company sold 251,256 shares of common stock to the Employee Stock Ownership Plan ("ESOP") at a price of $23.88 per share on June 23, 2021. The shares were purchased from Eagle by the ESOP in exchange for a loan totaling $6.00 million. The loan has a ten-year term and bears interest at 3.00%. The shares held by the ESOP will be used for allocations to employees of the Company over a ten-year period.    COVID-19    The Company’s performance for the second quarter of 2021 extended the momentum from the first quarter of 2021, generating solid earnings supported by net interest income growth and higher loan production. However, the Company  continues to see the impact of the COVID-19 pandemic and its consequences on our Montana communities. The Bank remains focused on supporting our customers, communities and employees while prudently managing risk. The Bank is also still closely monitoring borrowers and businesses serviced and is pro viding debt service relief for those that have been impacted.   - 27 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   Recent Events – continued   COVID-19 – continued   On March 27, 2020, Congress passed the Coronavirus Aid , Relief, and Economic Security Act (“CARES Act”) providing economic relief for the country, including the $349 billion Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) to fund short-term loans for small businesses. In April 2020, additional funding was approved for the PPP. Eagle began taking loan applications from its small business clients immediately after the program was implemented, and as of the close of the program, had helped 764 customers receive $45.71 million in SBA PPP loans.  The Bank has processed applications for PPP loan forgiveness for customers, with 682 loans representing $39.78 million now paid in full. The remaining 82 PPP loans represent $5.93 million.   On December 27, 2020, the Consolidated Appropriations Act (“CAA”) was signed into law, providing new COVID-19 stimulus relief, and it included $284 billion allocated for another round of PPP lending, extending the program to March 31, 2021. On March 31, 2021, the program was extended to May 31, 2021. The program offers new PPP loans for companies that did not receive a PPP loan in 2020, and also “second draw” loans targeted at hard-hit businesses that have already spent their initial PPP proceeds. As of the close of the program, Eagle supported 646 borrowers receiving $19.51 million in new PPP funding. The Bank has processed applications for PPP loan forgiveness for customers, with 142 loans representing $2.81 million now paid in full. The remaining 504 PPP loans represent $16.70 million.   While all industries have and may continue to experience adverse impacts as a result of the COVID-19 pandemic, we had exposures in the following impacted industries, as a percentage of gross loans excluding loans held-for-sale and PPP loans as of June 30, 2021: hotels and lodging (5.7%), health and social assistance (3.8%), bars and restaurants (2.7%), casinos (1.0%) and nursing homes (0.5%).  The Bank continues to reach out to specific borrowers to assess the risks and understand their needs.    The Bank has offered multiple accommodation options to its clients, including 90-day deferrals, forbearances and interest only payments. In addition, the Montana Board of Investments ("MBOI") offered 12-months of interest payment assistance to qualified borrowers. As of June 30, 2021, remaining  loan modifications for 28 nonresidential borrowers represented $17.52 million in loans, or 2.0% of gross loans excluding loans held-for-sale, compared to 40 borrowers representing $29.00 million, or 3.5% of gross loans excluding loans held-for-sale, as of December 31, 2020. The Ban k qualified 32 borrowers for the MBOI program representing $27.25 million in loans, of which $17.42 million is included in modification totals as of June 30, 2021. No loans approved in the MBOI loan program were considered a troubled debt restructured (“TDR”) loan as of June 30, 2021  Only one loan in the hotel and lodging industry was approved in the MBOI loan program and was considered a TDR loan as of December 31, 2020. This loan has since aged out of the MBOI program.  No other loans th at had been modified related to COVID-19 were reported as TDR’s due to the CARES Act exemption. As of June 30, 2021,  there remain approximately 21 forbearances approved for residential mortgage loans, of which 19 are sold and serviced. Utilization of credit lines were 80.2% at June 30, 2021 compared to 82.7% at December 31, 2020, which aligns with historical usage rates.   Our fee income could still be reduced due to COVID-19. In keeping with guidance from regulators, we are actively working with COVID-19 affected customers to waive fees from a variety of sources, such as, but not limited to, insufficient funds and overdraft fees, early withdrawal fees, ATM fees, account maintenance fees, etc. These reductions in fees are thought, at this time, to be temporary in conjunction with the length of the expected COVID-19 related economic crisis. At this time, we are unable to project the materiality of such an impact, but recognize the breadth of the economic impact is likely to impact our fee income in future periods.   As of June 30, 2021 , our capital ratios were in excess of all regulatory requirements . While we believe that we have sufficient capital to withstand an extended economic recession brought about by COVID-19, our reported and regulatory capital ratios could be adversely impacted by further credit losses. We rely on cash on hand as well as dividends from our subsidiary bank to service our debt. If our capital deteriorates such that our subsidiary bank is unable to pay dividends to us for an extended period of time, we may not be able to service our debt.   While certain valuation assumptions and judgments will change to account for pandemic-related circumstances such as widening credit spreads, we do not anticipate significant changes in methodology used to determine the fair value of assets measured in accordance with GAAP.   As of December 31, 2020, our goodwill was not impaired. COVID-19 could cause a decline in our stock price or the occurrence of what management would deem to be a triggering event that could, under certain circumstances, cause us to perform a goodwill impairment test and result in an impairment charge being recorded for that period. In the event that we conclude that all or a portion of our goodwill is impaired, a noncash charge for the amount of such impairment would be recorded to earnings. Such a charge would have no impact on tangible capital or regulatory capital. As of June 30, 2021  we had goodwill of $20.80 million.   The State of Montana ended their phased approach to reopening and lifted the state-wide mask mandate on February 12, 2021. On March 22, 2021, all of our lobbies opened while still requiring everyone to practice necessary safeguards. As of May 7, 2021, masks were no longer required for the Bank's branches, customers or vendors. The Company remains committed to assisting our customers and communities as the vaccine rollout continues and COVID-19 restrictions lift in Montana. Management is encouraging its employees to receive the COVID-19 vaccine upon availability.   Acquisitions   The Bank has used growth through mergers or acquisition in addition to its strategy of organic growth. In January 2020, Eagle 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. In the transaction, Eagle acquired one retail bank branch in Wolf Point, Montana.   - 28 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     Financial Condition   Comparisons of financial condition in this section are between June 30, 2021 and December 31, 2020.   Total assets were $1.36 billion at June 30, 2021, an increase of $101.73 million, or 8.1% from $1.26 billion at December 31, 2020. The increase was largely due to an increase in securities available-for-sale and loans receivable, net. S ecurities available-for-sal e increased by $71.04 million from December 31, 2020. Loans receivable, net increased by $32.53   million from December 31, 2020.  To tal liabilities were $1.21 billion at June 30, 2021, an increase of $101.91  million, or 9.2 %, from $1.10 billion at December 31, 2020. The increase was largely due to an increase in deposits, partially offset by a reduction in FHLB advances and other borrowings. Total deposits increased by $112.52 million from December 31, 2020. However , FHLB advances and other borrowings decreased $7.77  million from December 31, 2020. Total shareholders’ equity decreased slightly  by $194,000 from December 31, 2020.   Financial Condition Details   Investment Activities   The following table summarizes investment activities:       June 30,     December 31,       2021     2020       Fair Value     Percentage of Total     Fair Value     Percentage of Total       (Dollars in Thousands)   Securities available-for-sale:                                 U.S. government obligations   $ 1,913       0.82 %   $ 2,245       1.38 % U.S. treasury obligations     33,694       14.40       5,657       3.47   Municipal obligations     118,661       50.71       99,088       60.81   Corporate obligations     10,731       4.59       10,663       6.54   Mortgage-backed securities     14,118       6.03       7,669       4.71   Collateralized mortgage obligations     48,769       20.84       31,189       19.14   Asset-backed securities     6,106       2.61       6,435       3.95   Total securities available-for-sale   $ 233,992       100.00 %   $ 162,946       100.00 %   Securities available-for-sale were $233.99 million at June 30, 2021, an increase of $71.04 million, or 43.6%, from $162.95 million at December 31, 2020. The increase was largely due to $80.86 million in purchases, slightly offset by principal payments and security maturities.   - 29 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     Financial Condition – continued   Lending Activities   The following table includes the composition of the Bank’s loan portfolio by loan category:       June 30,     December 31,       2021     2020       Amount     Percent of Total     Amount     Percent of Total       (Dollars in thousands)   Real estate loans:                                 Residential 1-4 family (1)   $ 101,418       11.57 %   $ 110,802       13.14 % Residential 1-4 family construction     40,203       4.59       46,290       5.49   Total residential 1-4 family     141,621       16.16       157,092       18.63                                     Commercial real estate     368,327       42.02       316,668       37.56   Commercial construction and development     63,501       7.24       65,281       7.74   Farmland     66,070       7.54       65,918       7.82   Total commercial real estate     497,898       56.80       447,867       53.12                                     Total real estate loans     639,519       72.96       604,959       71.75                                     Other loans:                                 Home equity     55,739       6.36       56,563       6.71   Consumer     18,859       2.15       20,168       2.39                                     Commercial     107,850       12.30       109,209       12.95   Agricultural     54,632       6.23       52,242       6.20   Total commercial loans     162,482       18.53       161,451       19.15                                     Total other loans     237,080       27.04       238,182       28.25                                     Total loans     876,599       100.00 %     843,141       100.00 %                                   Deferred loan fees     (2,669 )             (2,038 )         Allowance for loan losses     (11,900 )             (11,600 )         Total loans, net   $ 862,030             $ 829,503               (1)  Excludes loans held-for-sale.   Loans receivable, net increased   $32.53 million, or 3.9%, to $862.03 million at June 30, 2021 from $829.50 million at December 31, 2020. Total commercial real estate loans increased $50.03 million and total commercial loans increased $1.03 million. However, these increases were partially offset by decreases in total residential loa ns of   $15.47 million, consumer loans of $1.31 million,  and  home equity loan s of $824,000.   Total loan originations were $785.74 million for the six months ended June 30, 2021. Total residential 1-4 family originations were $590.48 million, which includes $558.17 million of loans held-for-sale originations. Total commercial real estate originations were $118.72 million. Total commercial originations were $62.85 million which include s $19.51 million of SBA PPP loans.  Home equity loan originations totaled $9.78 million. Consumer loan originations totaled $3.91 million. Loans held-for-sal e increased by $2.21 million to $56.83 million at June 30, 2021 from $54.62 million at December 31, 2020. Generally, our collection procedures provide that when a loan is 15 or more days delinquent, the borrower is sent a past due notice. If the loan becomes 30 days delinquent, the borrower is sent a written delinquency notice requiring payment. If the delinquency continues, subsequent efforts are made to contact the delinquent borrower, including face to face meetings and counseling to resolve the delinquency. All collection actions are undertaken with the objective of compliance with the Fair Debt Collection Act.   For mortgage loans and home equity loans, if the borrower is unable to cure the delinquency or reach a payment agreement, we will institute foreclosure actions. If a foreclosure action is taken and the loan is not reinstated, paid in full or refinanced, the property is sold at judicial sale at which we may be the buyer if there are no adequate offers to satisfy the debt. Any property acquired as the result of foreclosure, or by deed in lieu of foreclosure, is classified as real estate owned until such time as it is sold or otherwise disposed of. When real estate owned is acquired, it is recorded at its fair market value less estimated selling costs. The initial recording of any loss is charged to the allowance for loan losses. Subsequent write-downs are recorded as a charge to operations. As of June 30, 2021  there was $6,000 of real estate owned and other repossessed property. A s of December 31, 2020, there was $25,000 of real estate owned and other repossessed property.   The State of Montana placed a freeze on foreclosures on March 28, 2020. Subsequently it released the freeze effective May 24, 2020 with the exception of continued protection for those individuals deemed vulnerable to the coronavirus. The Federal foreclosure moratorium that began March 18, 2020 was extended to June 30, 202 1. However, the Bank has had minimal impact due to foreclosures affected by these freezes.    - 30 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   Financial Condition – continued   Lending Activities– continued   The following table sets forth information regarding nonperforming assets:       June 30,     December 31,       2021     2020       (Dollars in Thousands)   Nonaccrual loans                 Real estate loans:                 Residential 1-4 family   $ 644     $ 684   Residential 1-4 family construction     337       337   Commercial real estate     702       631   Commercial construction and development     -       36   Farmland     1,977       2,245   Other loans:                 Home equity     115       94   Consumer     79       151   Commercial     538       537   Agricultural     1,075       1,542   Accruing loans delinquent 90 days or more                 Real estate loans:                 Residential 1-4 family     -       34   Residential 1-4 family construction     -       170   Farmland     620       -   Other loans:                 Home equity     736       -   Commercial     5       6   Agricultural     148       182   Restructured loans:                 Real estate loans:                 Commercial real estate     1,708       1,633   Commercial construction and development     -       14   Other loans:                 Home equity     16       17   Agricultural     79       160   Total nonperforming loans     8,779       8,473   Real estate owned and other repossessed property, net     6       25   Total nonperforming assets   $ 8,785     $ 8,498                     Total nonperforming loans to total loans     1.00 %     1.00 % Total nonperforming loans to total assets     0.65 %     0.67 % Total allowance for loan loss to nonperforming loans     135.55 %     136.91 % Total nonperforming assets to total assets     0.65 %     0.68 %   Nonaccrual loans as of June 30, 2021 and December 31, 2020 include $891,000 a nd $1.28 million, respectively of acquired loans that deteriorated subsequent to the acquisition date.    As of June 30, 2021, loan modifications for 28 borrowers represented $17.52 million in loans compared to 40 borrowers representing $29.00 million as of December 31, 2020. As of June 30, 2021 there are approximately 21 forbearances remaining for residential mortgage loans, of which 19 are sold and serviced.     - 31 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     Financial Condition – continued   Deposits and Other Sources of Funds   The following table includes deposit accounts by category:       June 30,     December 31,       2021     2020               Percent             Percent       Amount     of Total     Amount     of Total       (Dollars in Thousands)   Noninterest checking   $ 349,017       30.47 %   $ 318,389       30.82 % Interest-bearing checking     193,991       16.93       160,614       15.55   Savings     202,984       17.72       179,868       17.41   Money market     242,290       21.15       202,407       19.59   Total     988,282       86.27       861,278       83.37   Certificates of deposit accounts:                                 IRA certificates     25,348       2.21       24,693       2.39   Brokered certificates     -       0.00       495       0.05   Other certificates     131,972       11.52       146,617       14.19   Total certificates of deposit     157,320       13.73       171,805       16.63   Total deposits   $ 1,145,602       100.00 %   $ 1,033,083       100.00 %   Deposit s increased b y $112.52 million, or 10.9%, to $1.15 billion at June 30, 2021 from $1.03 billion at December 31, 2020. Money marke t increased by $39.88 million, interest-bearing checking increased by $33.38 million, noninterest checking increased by $30.63 million, and savings increased by $23.12 million. However, certificates of deposit decreased by $14.49 million. Th e decrease in time certificates of deposit was driven by a decrease i n other certificates of $14.65 million. Due to the continued low interest rate environment, some depositors have been compelled to move funds from other certificates to non-maturity deposits upon maturity.   The following table summarizes borrowing activity:       June 30,     December 31,       2021     2020       Net     Percent     Net     Percent       Amount     of Total     Amount     of Total       (Dollars in Thousands)   FHLB advances and other borrowings   $ 9,300       23.77 %   $ 17,070       36.43 % Other long-term debt:                                 Senior notes fixed at 5.75%, due 2022     9,974       25.49       9,952       21.23   Subordinated debentures fixed at 5.50% to floating, due 2030     14,701       37.57       14,684       31.34   Subordinated debentures variable, due 2035     5,155       13.17       5,155       11.00   Total other long-term debt     29,830       76.23       29,791       63.57   Total borrowings   $ 39,130       100.00 %   $ 46,861       100.00 %   Total borrowings decreased by $7.73 million, or 16.5% to $39.13 million at June 30, 2021 from $46.86 million at December 31, 2020. This decrease is largely due to a decrease in FHLB advances and other borrowings  of   $7.77 million due to maturities.      Shareholders’ Equity   Total shareholders’ equit y decreased slightly by  $194,000, or 0.1%, to $152.74 million at June 30, 2021 from $152.94 million at December 31, 2020 . The decrease was primarily due to treasury stock purchased through tender offer for $6.28 million, dividends paid of $1.32 million and other comprehensive loss of $913,000. These decreases were largely offset by net income of $7.95 million.   - 32 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     Analysis of Net Interest Income   The Bank’s earnings have historically depended primarily upon net interest income, which is the difference between interest income earned on loans and investments and interest paid on deposits and any borrowed funds. It is the single largest component of Eagle’s operating income. Net interest income is affected by (i) the difference between rates of interest earned on loans and investments and rates paid on interest-bearing deposits and borrowings (the “interest rate spread”) and (ii) the relative amounts of loans and investments and interest-bearing deposits and borrowings.   The following table includes average balances for financial condition items, as well as, interest and dividends and average yields related to the average balances. All average balances are daily average balances. Nonaccrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields include the effect of deferred fees and discounts and premiums that are amortized or accreted to interest income or expense.        Three Months Ended June 30,       2021     2020       Average     Interest             Average     Interest               Daily     and     Yield/     Daily     and     Yield/       Balance     Dividends     Cost (4)     Balance     Dividends     Cost (4)       (Dollars in Thousands)   Assets:                                                 Interest-earning assets:                                                 Investment securities   $ 203,873     $ 1,018       2.00 %   $ 170,146     $ 952       2.24 % FHLB and FRB stock     4,880       63       5.18       7,132       95       5.34   Loans receivable (1)     899,644       11,012       4.91       867,374       11,060       5.11   Other earning assets     84,116       32       0.15       41,649       26       0.25   Total interest-earning assets     1,192,513       12,125       4.08       1,086,301       12,133       4.48   Noninterest-earning assets     144,527                       128,575                   Total assets   $ 1,337,040                     $ 1,214,876                                                                     Liabilities and equity:                                                 Interest-bearing liabilities:                                                 Deposit accounts:                                                 Checking   $ 187,521     $ 12       0.03 %   $ 149,792     $ 15       0.04 % Savings     195,041       29       0.06       147,968       40       0.11   Money market     233,408       125       0.21       156,121       84       0.22   Certificates of deposit     161,236       200       0.50       217,714       806       1.48   Advances from FHLB and other borrowings including long-term debt     39,714       434       4.38       126,398       765       2.43   Total interest-bearing liabilities     816,920       800       0.39       797,993       1,710       0.86   Noninterest checking     343,620                       260,061                   Other noninterest-bearing liabilities     19,700                       19,129                   Total liabilities     1,180,240                       1,077,183                                                                     Total equity     156,800                       137,693                                                                     Total liabilities and equity   $ 1,337,040                     $ 1,214,876                   Net interest income/interest rate spread (2)           $ 11,325       3.69 %           $ 10,423       3.62 %                                                   Net interest margin (3)                     3.81 %                     3.85 % Total interest-earning assets to interest-bearing liabilities                     145.98 %                     136.13 %   (1)  Includes loans held-for-sale. (2)  Interest rate spread represents the difference between the average yield on interest-earning assets and the average rate on interest-bearing liabilities. (3) Net interest margin represents income before the provision for loan losses divided by average interest-earning assets. (4)  For purposes of this table, tax exempt income is not calculated on a tax equivalent basis.   - 33 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   Analysis of Net Interest Income – continued       For the Six Months Ended June 30,       2021     2020       Average     Interest             Average     Interest               Daily     and     Yield/     Daily     and     Yield/       Balance     Dividends     Cost (4)     Balance     Dividends     Cost (4)       (Dollars in Thousands)   Assets:                                                 Interest-earning assets:                                                 Investment securities   $ 183,648     $ 1,895       2.08 %   $ 170,705     $ 1,979       2.32 % FHLB and FRB stock     4,914       132       5.42       7,252       189       5.23   Loans receivable (1)     894,843       22,041       4.97       853,900       22,492       5.28   Other earning assets     81,868       58       0.14       29,631       104       0.70   Total interest-earning assets     1,165,273       24,126       4.18       1,061,488       24,764       4.68 % Noninterest-earning assets     141,730                       121,632                   Total assets   $ 1,307,003                     $ 1,183,120                                                                     Liabilities and equity:                                                 Interest-bearing liabilities:                                                 Deposit accounts:                                                 Checking   $ 179,621     $ 22       0.02 %   $ 141,811     $ 33       0.05 % Savings     188,803       56       0.06       143,635       85       0.12   Money market     224,273       235       0.21       152,576       261       0.34   Certificates of deposit     164,779       455       0.56       236,113       1,905       1.62   Advances from FHLB and other borrowings including long-term debt     42,044       894       4.29       119,578       1,580       2.65   Total interest-bearing liabilities     799,520       1,662       0.42       793,713       3,864       0.98 % Noninterest checking     330,328                       236,907                   Other noninterest-bearing liabilities     20,769                       17,483                   Total liabilities     1,150,617                       1,048,103                                                                     Total equity     156,386                       135,017                                                                     Total liabilities and equity   $ 1,307,003                     $ 1,183,120                   Net interest income/interest rate spread (2)           $ 22,464       3.76 %           $ 20,900       3.70 %                                                   Net interest margin (3)                     3.89 %                     3.95 % Total interest-earning assets to interest-bearing liabilities                     145.75 %                     133.74 %                                                   (1)  Includes loans held-for-sale.   (2)  Interest rate spread represents the difference between the average yield on interest-earning assets and the average rate on interest-bearing liabilities.   (3) Net interest margin represents income before the provision for loan losses divided by average interest-earning assets.   (4)  For purposes of this table, tax exempt income is not calculated on a tax equivalent basis.     - 34 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   Rate/Volume Analysis   The following tables present the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to: (1) changes in volume multiplied by the old rate; (2) changes in rate, which are changes in rate multiplied by the old volume; and (3) changes not solely attributable to rate or volume, which have been allocated proportionately to the change due to volume and the change due to rate.       For the Three Months Ended June 30, 2021       2021     2020               Due to                     Due to               Volume     Rate     Net     Volume     Rate     Net       (In Thousands)   Interest-earning assets:                                                 Investment securities   $ 189     $ (123 )   $ 66     $ 226     $ (202 )   $ 24   FHLB and FRB stock     (30 )     (2 )     (32 )     (6 )     6       -   Loans receivable (1)     411       (459 )     (48 )     1,591       (1,130 )     461   Other earning assets     27       (21 )     6       165       (155 )     10   Total interest-earning assets     597       (605 )     (8 )     1,976       (1,481 )     495                                                     Interest-bearing liabilities:                                                 Checking, savings and money market accounts     58       (31 )     27       36       (29 )     7   Certificates of deposit     (209 )     (397 )     (606 )     39       (25 )     14   Advances from FHLB and other borrowings including long-term debt     (525 )     194       (331 )     (37 )     (218 )     (255 ) Total interest-bearing liabilities     (676 )     (234 )     (910 )     38       (272 )     (234 )                                                   Change in net interest income   $ 1,273     $ (371 )   $ 902     $ 1,938     $ (1,209 )   $ 729                                                     (1)  Includes loans held-for-sale.       For the Six Months Ended June 30, 2021       2021     2020               Due to                     Due to               Volume     Rate     Net     Volume     Rate     Net       (In Thousands)   Interest earning assets:                                                 Investment securities   $ 150     $ (234 )   $ (84 )   $ 434     $ (341 )   $ 93   FHLB and FRB stock     (61 )     4       (57 )     (3 )     2       (1 ) Loans receivable (1)     1,078       (1,529 )     (451 )     3,164       (1,319 )     1,845   Other earning assets     183       (229 )     (46 )     239       (171 )     68   Total interest earning assets     1,350       (1,988 )     (638 )     3,834       (1,829 )     2,005                                                     Interest bearing liabilities:                                                 Savings, money market and checking accounts     158       (224 )     (66 )     61       64       125   Certificates of deposit     (576 )     (874 )     (1,450 )     250       198       448   Advances from FHLB and other borrowings including long-term debt     (1,024 )     338       (686 )     (135 )     (264 )     (399 ) Total interest bearing liabilities     (1,442 )     (760 )     (2,202 )     176       (2 )     174                                                     Change in net interest income   $ 2,792     $ (1,228 )   $ 1,564     $ 3,658     $ (1,827 )   $ 1,831     (1)  Includes loans held-for-sale.   - 35 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     Results of Operations for the Three Months Ended  June 30, 2021 and 2020   Net Income. Eagle’s net income for the three months ended June 30, 2021 was $2.68 million compared to $5.74 million for the three months ended June 30, 2020. The decrease of $3.06 million w as largely due to an increase in noninterest expense of $3.91 million and a decrease in noninterest income of $2.39  million. These decreases were partially offset by an increase in net interest income after loan loss provision of $2.10 million and a decrease in provision for income taxes of $1.14 million. Basic and diluted earnings per share were $0.40 and $0.39 for the current period, respectively. Basic and diluted earnings per share were both $0.84 for the prior year comparable period.   Net Interest Income. Net interest inco me increased t o $11.33 million for the three months ended June 30, 2021, from $10.42 million for the same quarter in the prior year . The increase of $902,000, or 8.7 %, was primarily the result of a decrease in interest expense of $910,000.   Interest and Dividend Income. Interest and dividend income was consistent period over period. Interest and fees on loa ns decreased slightly t o $11.01 million for the three months ended June 30, 2021 from $11.06 million for the three months ended June 30, 2020. This decrease of $48,000, or 0.4 %, was due to decrease in the average yield of loans for the quarter ended June 30, 2021  largely offset by an increase in the average balance of loans.  Th e average interest rate earned on loans receivable decreased by 20 basis points, from 5.11% for the three months ended June 30, 2020 to 4.91% for the current period. In terest accretion on purchased loans wa s $125,000 f or the three months ended June 30, 2021 which resulted in a  4 basis point increase  in net interest margin compared to $356,000 for the three months ended June 30, 2020 which resulted in a 13 basis point increase in net interest margin. Average balances for loans receivable, including loans held-for-sale, for the three months ended June 30, 2021 were $899.64 million, compared to $867.37 million for the prior year period. This represents an increase of $32.27 million, or 3.7% and was impacted by PPP loans and organic growth. In terest on investment securities available-for-sa le increased  by $66,000, or 6.9% period over period. Average balances for investments increased  to $203.87 million for the three months ended June 30, 2021, from $170.15 million for the three months ended June 30, 2020. Investments have increased in the current period due to excess liquidity. However, average interest rates earned on investments decreased to 2.00% for the three months ended June 30, 2021 from 2.24% for the three months ended June 30, 2020.   Interest Expense. Total interest expense was $800,000 for the three months ended June 30, 2021 compared to $1.71 million for the three months ended June 30, 2020. The decrease of $910,000  or 53.2% was due to a decrease in interest expense on deposits of $579,000, as well as a net decrease in interest expense on total borrowings of $331,000. T he overall average rate on total deposits wa s 0.13% for the three months ended June 30, 2021 compared to 0.41% for the three months ended June 30, 2020. However, the average balance for total deposits was $1.12 billion for three months ended June 30, 2021 compared to $931.66 million for the three months ended June 30, 2020. This increase was impacted by PPP funding and economic stimulus. The average balance for total borrow ings decreased f rom $126.40 million for the three months ended June 30, 2020 to $39.71 million for the three months ended June 30, 2021  due to increased liquidity levels. However, t he average rate paid on total borrowings increased from 2 .43% for the three months ended June 30, 2020, to 4.38 % for the three months ended June 30, 2021. The increase in the average rate paid is due to the change in the mix of the outstanding borrowings.    Loan Loss Provision . Loan loss provisions are charged to earnings to maintain the total allowance for loan losses at a level considered adequate by the Bank to provide for probable loan losses based on prior loss experience, volume and type of lending we conduct and past due loans in portfolio. The Bank’s p olicies require the review of assets on a quarterly basis. The Bank classifies loans if warranted. While management believes it uses the best information available to make a determination with respect to the allowance for loan losses, it recognizes that future adjustments may be necessary. Using this methodology, the Bank recorded $22,000 in loan loss provisions for the three months ended June 30, 2021. Management made the decision that due to the strength of the local economy, in conjunction with loan activity, no additional loan loss provision was necessary in the three months ended June 30, 2021 when considering the COVID-19 pandemic. Loan loss provisions were $1.23 million for the three months ended June 30, 2020, which included $777,000 related to the potential impact of Covid-19. Management believes the level of total allowances is adequate to cover estimated losses inherent in the portfolio. However, if the economic forecast worsens relative to the assumptions we utilized, our allowance for credit losses will increase accordingly in future periods.   Noninterest Income. Total noninterest income was $11.31 million for the three months ended June 30, 2021, compared to $13.70 million for the three months ended June 30, 2020 . The decrease of $2.39  million was impacted by a decrease in mortgage banking, net of $1.35  million. In addition, the prior period included a gain on sale of available-for-sale securities of $1.07 million and there was no sale activity in the current period. Mortgage banking, net includes net gain on sale of mortgage loans which increased $2.56 million compared to the same period in the prior year. D uring the three months ended June 30, 2021,  $292.09 m illion residential mortgage loans were sold compared to $222.23 million in the same period in the prior year. Mortgage banking, net also includes the impact of changes fair value of loans held-for-sale and derivatives. The net change in fair value of loans held-for-sale and derivatives was a loss of $513,000 for the three months ended June 30, 2021 compared to a gain of $3.70 million for the same period in the prior year.    Noninterest Expense. Noninterest expense was $19.04 million for the three months ended June 30, 2021 compared to $15.13 million for the three months ended June 30, 2020. The increase of $3.91 million or 25.8% is largely  due to increased salaries and employee benefits expense of $3.48 million. The increase in salaries expense is due in part to higher commission-based compensation related to mortgage loan growth, as well as overall increased staff levels. Mortgage compensation and benefits increased $2.86 million for the three months ended June 30, 2021 compared to the same period in the prior year.    Provision for Income Taxes . Provision for income taxes was $893,000 for the three months ended June 30, 2021, compared to $2.03 million for the three months ended June 30, 2020 due to decreas ed income before provision for income taxes. The ef fective tax rate for the three months ended June 30, 2021 was 25.0 % compared to 26.1% for the three months ended June 30, 2020.   - 36 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   Results of Operations for the Six Months Ended June 30, 2021 and 2020   Net Income. Eagle’s net income for the  six months ended June 30, 2021 was  $7.95 million compared to  $9.66 million for the six months ended June 30, 2020 . The decrease of  $1.71 million was impacted by an increase in noninterest expense of  $8.27 million.  This increase was largely offset by an increase in net interest income after loan loss provision of  $3.14  million, an increase in noninterest income of  $2.70 million and decrease in provision for income taxes of $714,000 . Basic and diluted earnings per share were both $1.17 for the current period. Basic earnings per share was $1.42 and diluted earnings per share was $1.41 for the prior period.   Net Interest Income. Net interest income increased to $22.46 million for the six months ended June 30, 2021, from $20.90 million for the same period in the prior year. Th e increase of $1.56 million, or 7.5%, was the result of a  decrease in interest expense of $2.20  million, partially offset by a decrease in interest and dividend income of $638,000.   Interest and Dividend Income. Interest and dividend income was $24.13 million for the six months ended June 30, 2021, compared to $24.76 million for the six months ended June 30, 2020, a decrease of $638,000, or 2.5 %. Interest and fees on loans decreased  to $22.04 million for the six months ended June 30, 2021 from $22.49 million for the six months ended June 30, 2020. This  slight  decrease  of $451,000, or 2.0%, was due to a decrease in the average yield of loans, largely offset by  an increase in the average balance of loans . T he average interest rate earned on loans receivabl e decreased by 31 basis points, from 5.28% to 4.97%. Interest accretion on purchased loans wa s $314,000 f or the six months ended June 30, 2021 which resulted in a 5  basis poin t increase i n net interest margin compared to $914,000 for the six months ended June 30, 2020 which resulted in a 17 basis point increase in n et interest margin. Average balances for loans receivable, including loans held-for-sale, for the six months ended June 30, 2021 were $894.84 million, compared to $853.90 million for the prior year period. This represents a n increase o f $40.94 million, or 4.8% and was impacted by organic growth and PPP funding. Interest on investment securities available-for-sale decreased  by $84,000, or 4.2% period over period. Average interest rates earned on investmen ts decreased t o 2.08% for the six months ended June 30, 2021 from 2.32% for the six months ended June 30, 2020. However, average balances for investmen ts increased t o $183.65 million for the six months ended June 30, 2021, from $170.71 million for the six months ended June 30, 2020. Investments have increased in the current period due to excess liquidity.   Interest Expense. Total interest expense was $1.66 million for the six months ended June 30, 2021 compared to $3.86 million for the six months ended June 30, 2020. Th e decrease  of $2.20 million or 57.0% was due to a decrease of $1.51 million in interest expense on deposits and a net decrease of $686,000 in interest expense on total borrowings. The overall average rate on total deposits was 0.14% fo r the six months ended June 30, 2021 compared to 0.50% for the six months ended June 30, 2020. However, the average balance for total deposits was $1.09 billion for six months ended June 30, 2021 compared to $911.04 million for the six months ended June 30, 2020. This increase was impacted by PPP funding and economic stimulus. The average balance for total borrowing s decreased f rom $119.58 million for the six months ended June 30, 2020 to $42.04 million for the six months ended June 30, 2021. However, the average rate paid on total borrowing s increased f rom 2.6 5% f or the six months ended June 30, 2020, to 4.29% for the six months ended June 30, 2021. The increase in the average rate paid is due to the change in the mix of the outstanding borrowings.   Loan Loss Provision . Loan loss provisions are charged to earnings to maintain the total allowance for loan losses at a level considered adequate by the Bank to provide for probable loan losses based on prior loss experience, volume and type of lending we conduct and past due loans in portfolio. The Bank’s policies require the review of assets on a quarterly basis. The Bank classifies loans if warranted. While management believes it uses the best information available to make a determination with respect to the allowance for loan losses, it recognizes that future adjustments may be necessary. Using this methodology, the Bank recorded $321,000 i n loan loss provisions for the six months ended June 30, 2021. Management made the decision that due to the strength of the local economy, in conjunction with loan activity, no additional loan loss provision was necessary in the six months ended June 30, 2021 when considering the COVID-19 pandemic. Loan loss provisions were $1.90 million for the six months ended June 30, 2020, which included $997,000 related to the potential impact of Covid-19. Management believes the level of total allowances is adequate to cover estimated losses inherent in the portfolio. However, if the economic forecast worsens relative to the assumptions we utilized in June our allowance for credit losses will increase accordingly in future periods. Total nonperforming loans, including restructured loans, net, wa s $8.78 m illion at June 30, 2021 compared to $8.47 million at December 31, 2020. The Bank had $6,000 i n other real estate owned and other repossessed assets at June 30, 2021 compared to $25,000 at December 31, 2020.   Noninterest Income. Total noninterest income was $24.70 million for the six months ended June 30, 2021, compared to $22.00 million for the six months ended June 30, 2020. Th e increase of $2.70 million is largely due to an increase in mortgage banking, net of  $3.41 million for the six months ended June 30, 2021. Mortgage banking, net includes net gain on sale of mortgage loans which increased $11.43 million compared to the same period in the prior year.  During the six months ended June 30, 2021, $552.58 m illion residential mortgage loans were sold compared to $354.35 million in the same period in the prior year. In addition, gross margin on sale of mortgage loans for the six months ended June 30, 2021 was 4.48 % co mpared to 3.76% for the six months ended June 30, 2020. Mortgage banking, net also includes the impact of changes fair value of loans held-for-sale and derivatives. The net change in fair value of loans held-for-sale and derivatives was a loss of $2.97 million for the six months ended June 30, 2021 compared to a gain of $5.08 million for the same period in the prior year. T he prior period also included a gain on sale of available-for-sale securities of $1.07 million and there was no sale activity in the current period.     Noninterest Expense. Noninterest expense was $36.25 million for the six months ended June 30, 2021 compared to $27.98 million for the six months ended June 30, 2020. Th e increase of  $8.27 million or 29.6% was largely driven by increased salaries and employee benefits expense of $7.88 million. Th e increase in salaries expense is due in part to higher commission-based compensation related to mortgage loan growth, as well as overall increased staff levels.  Mortgage compensation and benefit s increased $6.49 m illion for the six months ended June 30, 2021 compared to the same period in the prior year.    Provision for Income Taxes. Provision for income taxes was $2.65 million for the six months ended June 30, 2021, compared to $3.36 million for the six months ended June 30, 2020 due t o decreased income before provision for income taxes. The effective tax rate for the six months ended June 30, 2021 was 25.0 % co mpared to 25.8% for the six months ended June 30, 2020.   - 37 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     Liquidity and Capital Resources     Liquidity   The Bank is required to maintain minimum levels of liquid assets as defined by the Montana Division of Banking and FRB regulations. The liquidity requirement is retained for safety and soundness purposes, and that appropriate levels of liquidity will depend upon the types of activities in which the company engages. For internal reporting purposes, the Bank uses policy minimums of 1.0%, and 8.0% for “basic surplus” and “basic surplus with FHLB” as internally defined. In general, the “basic surplus” is a calculation of the ratio of unencumbered short-term assets reduced by estimated percentages of CD maturities and other deposits that may leave the Bank in the next 90 days divided by total assets. “Basic surplus with FHLB” adds to “basic surplus” the additional borrowing capacity the Bank has with the FHLB of Des Moines. The Bank exceeded those minimum ratios as of June 30, 2021 and December 31, 2020.   The Bank’s primary sources of funds are deposits, repayment of loans and mortgage-backed securities, maturities of investments, funds provided from operations, advances from the FHLB of Des Moines and other borrowings. Scheduled repayments of loans and mortgage-backed securities and maturities of investment securities are generally predictable. However, other sources of funds, such as deposit flows and loan prepayments, can be greatly influenced by the general level of interest rates, economic conditions and competition. The Bank uses liquidity resources principally to fund existing and future loan commitments. It also uses them to fund maturing certificates of deposit and demand deposit withdrawals. In addition, the Bank uses liquidity resources for investment purposes, to meet operating expenses and capital expenditures, and maintain adequate liquidity levels.   Liquidity may be adversely affected by unexpected deposit outflows, higher interest rates paid by competitors, and similar matters. Management monitors projected liquidity needs and determines the level desirable based in part on Eagle’s commitments to make loans and management’s assessment of Eagle’s ability to generate funds.   Through the six months ended June 30, 2021 , liquidity levels remained strong, as a result of PPP loan payoffs and deposit growth. A portion of the excess funds was deployed into investment securities.    Capital Resources   As of June 30, 2021, the Bank’s internally determined measurement of sensitivity to interest rate movements as measured by a 200 basis point rise in interest rates scenario, increased the economic value of equity (“EVE”) by 25. 0% c ompared to an increase of 15.0% at December 31, 2020. The Bank is within the guidelines set forth by the Board of Directors for interest rate risk sensitivity in rising interest rate scenarios.   The Bank’s regulatory capital was in excess of all applicable regulatory requirements and the Bank is deemed "well capitalized" pursuant to State of Montana and FRB rules as of June 30, 2021. The Bank's Tier I leverage ratio decreased slightly from 11.72% as of December 31, 2020 to 11.40% as of June 30, 2021, compared to a regulatory requirement of 4.00%. The Bank’s total capital, Tier 1 capital and common equity Tier 1 capital leverage ratios w ere 16.18%, 14.97% and 14.97% ,  res pectively, compared to regulatory requirements of 10.50%, 8.50% and 7.00%, respectively. All of these ratios with the exception of the Tier 1 leverage ratio include the capital conservation buffer of 2.50%. The Bank’s capital position helps to mitigate its interest rate risk exposure.       June 30, 2021       (Unaudited)       Dollar     % of       Amount     Assets       (Dollars in Thousands)   Total risk-based capital to risk weighted assets:                 Actual capital level   $ 159,868       16.18 % Minimum required for capital adequacy purposes     103,757       10.50   Excess capital   $ 56,111       5.68 %                   Tier I capital to risk weighted assets:                 Actual capital level   $ 147,968       14.97 % Minimum required for capital adequacy purposes     83,994       8.50   Excess capital   $ 63,974       6.47 %                   Common equity tier I capital to risk weighted assets:                 Actual capital level   $ 147,968       14.97 % Minimum required for capital adequacy purposes     69,171       7.00   Excess capital   $ 78,797       7.97 %                   Tier I capital to adjusted total average assets:                 Actual capital level   $ 147,968       11.40 % Minimum required for capital adequacy purposes     51,904       4.00   Excess capital   $ 96,064       7.40 %   - 38 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     Impact of Inflation and Changing Prices   Our condensed consolidated financial statements and the accompanying notes, which are found in Part I, Item 1, have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time and due to inflation. The impact of inflation is reflected in the increased cost of our operations. Interest rates have a greater impact on our performance than do the general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.   Interest Rate Risk   Interest rate risk is the potential for loss of future earnings resulting from adverse changes in the level of interest rates. Interest rate risk results from several factors and could have a significant impact on the Company’s net interest income, which is the Company primary source of net income. Net interest income is affected by changes in interest rates, the relationship between rates on interest-bearing assets and liabilities, the impact of interest fluctuations on asset prepayments and the mix of interest-bearing assets and liabilities.   Although interest rate risk is inherent in the banking industry, banks are expected to have sound risk management practices in place to measure, monitor and control interest rate exposures. The objective of interest rate risk management is to contain the risks associated with interest rate fluctuations. The process involves identification and management of the sensitivity of net interest income to changing interest rates.   The ongoing monitoring and management of this risk is an important component of the Company’s asset/liability committee, which is governed by policies established by the Company’s Board that are reviewed and approved annually. The Board delegates responsibility for carrying out the asset/liability management policies to the Bank’s asset/liability committee. In this capacity, the asset/liability committee develops guidelines and strategies impacting the Company’s asset/liability management related activities based upon estimated market risk sensitivity, policy limits and overall market interest rate levels and trends. The Company’s goal of its asset and liability management practices is to maintain or increase the level of net interest income within an acceptable level of interest rate risk. Our asset and liability policy and strategies are expected to continue as described so long as competitive and regulatory conditions in the financial institution industry and market interest rates continue as they have in recent years.   The Bank has established acceptable levels of interest rate risk as follows for an instantaneous and permanent shock in rates: Projected net interest income over the next twelve months (i.e. year-1) and the subsequent twelve months (i.e. year-2) will not be reduced by more than 15.0% given an immediate increase in interest rates of up to 200 basis points or by more than 10.0% given an immediate decrease in interest rates of up to 100 basis points.   The following table includes the Bank’s net interest income sensitivity analysis.                 Changes in Market   Rate Sensitivity     Interest Rates   As of June 30, 2021   Policy (Basis Points)   Year 1   Year 2   Limits               +200   8.00%   12.30%   -15.00% -100   -3.10%   -7.50%   -10.00%     - 39 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   Quantitative and Qualitative Disclosures About Market Risk   Item 3. Quantitative and Qualitative Disclosures About Market Risk   This item has been omitted based on Eagle’s status as a smaller reporting company.   - 40 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   CONTROLS AND PROCEDURES   Item 4. Controls and Procedures     As of the end of the period covered by this report, we conducted an evaluation under the supervision and with the participation of our management including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”) of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure. Based on that evaluation, our CEO and CFO concluded that as of June 30, 2021, our disclosure controls and procedures were effective. During the last quarter, there were no changes in the Company’s internal control over financial reporting that have materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting.     - 41 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   Part II - OTHER INFORMATION   Item 1. Legal Proceedings.   Neither the Company nor the Bank is involved in any pending legal proceeding other than non-material legal proceedings occurring in the ordinary course of business.   Item 1A. Risk Factors   There have not been any material changes in the risk factors previously disclosed in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020 and any subsequently filed Quarterly Reports on Form 10-Q.   Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.   The following table summarizes the Company's purchase of its common stock for the three months ended June 30, 2021.                     Total Number     Maximum                       of Shares     Number of                       Purchased     Shares that       Total             as Part of     May Yet Be       Number of     Average     Publicly     Purchased       Shares     Price Paid     Announced Plans     Under the Plans       Purchased     Per Share     or Programs     or Programs                                     April 1, 2021 through April 30, 2021     -     $ -       -       -                                     May 1, 2021 through May 31, 2021     -       -       -       -                                     June 1, 2021 through June 30, 2021     250,000       25.12       250,000       -                                     Total     250,000     $ 25.12       250,000             Unregistered Sale of Securities   The Company sold 251,256 shares of common stock to the Employee Stock Ownership Plan at a price of $23.88 per share on June 23, 2021 pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Exchange Act of 1934, as amended. The shares were purchased from Eagle by the ESOP in exchange for a loan totaling $6.00 million. The loan has a ten-year term and bears interest at 3.00%.   Tender Offer   On May 20, 2021, the Company's Board of Directors (the "Board") authorized a modified "Dutch auction" tender offer (the "Tender Offer") to purchase up to $6.00 million of its shares of common stock, at a price not greater than $26.25 per share nor less than $24.00 per share. The Tender Offer expired on June 22, 2021. The Company accepted for purchase 250,000 shares of its common stock at a price of $24.00 per share on June 23, 2021. The aggregate purchase price for the shares purchased in the Tender Offer was approximately $6.28 million, including fees and expenses related to the Tender Offer. Therefore, the total price including fees and expenses was $25.12 per share.   Stock Repurchase Program   On July 22, 2021, Eagle's Board authorized the repurchase of up to 100,000 shares of its common stock. Under the plan, shares may be purchased by the Company on the open market or in privately negotiated transactions. The extent to which the company repurchases its shares and the timing of such repurchase will depend upon market conditions and other corporate considerations. The plan expires on July 22, 2022.   On July 23, 2020, Eagle's Board authorized the repurchase of up to 100,000 shares of its common stock. Under the plan, shares could be purchased by the Company on the open market or in privately negotiated transactions. The extent to which the company repurchased its shares and the timing of such repurchases depended upon market conditions and other corporate considerations. During the third quarter of 2020, 41,337 shares were purchased under this plan at an average price of $15.75 per share. However, no shares were purchased during the fourth quarter of 2020 or the first and second quarters of 2021.  The plan expired on July 23, 2021.   On July 18, 2019, the Board authorized the repurchase of up to 100,000 shares of its common stock. Under the plan, shares could be purchased by the Company on the open market or in privately negotiated transactions. The extent to which the company repurchased its shares and the timing of such repurchases depended upon market conditions and other corporate considerations. No shares were purchased under this plan during the year ended December 31, 2019 or the first quarter of 2020. However, during the second quarter of 2020, 1,281 shares were purchased at an average price of $16.95 per share. In addition, during the third quarter of 2020, 20,158 shares were purchased at an average price of $15.60 per share. The plan expired on July 18, 2020.   Item 3. Defaults Upon Senior Securities.   Not applicable.   Item 4. Mine Safety Disclosures Not applicable.   - 42 - Table of Contents EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES   Part II - OTHER INFORMATION - continued       Item 5. Other Information.   None.   Item 6. Exhibits.     Exhibit Number Description         3.1 Amended and Restated Certificate of Incorporation of Eagle Bancorp Montana, Inc. (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on February 23, 2010).     3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation. (incorporated by reference to Exhibit 3.2 of our Quarterly Report on Form 10-Q filed on May 9, 2019).     3.3 Bylaws of Eagle Bancorp Montana, Inc., amended as of August 20, 2015 (incorporated by reference to 3.1 of our Current Report on Form 8-K filed on August 25, 2015).     31.1 Certification by Peter J. Johnson, Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002.     31.2 Certification by Laura F. Clark, Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002.     32.1 Certification by Peter J. Johnson, Chief Executive Officer, and Laura F. Clark, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) (1)     101.SCH Inline XBRL Taxonomy Extension Schema Document (1)     101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document (1)     101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document (1)     101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document (1)     101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (1)     104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)     (1) These interactive data files shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under those sections.    - 43 - Table of Contents                   SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.             EAGLE BANCORP MONTANA, INC.                Date: August 5, 2021 By:   /s/ Peter J. Johnson   Peter J. Johnson   President/CEO                          Date: August 5, 2021 By:   /s/ Laura F. Clark   Laura F. Clark   Executive Vice President/CFO/COO       - 44 -