What changed in this filing

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Item 1. Financial Statements

2025-05-15 compared with 2024-11-14 · 417 added, 601 removed, 407 unchanged (71% of the section changed)

1 unchanged sentence

NEW PEOPLES BANKSHARES,

CONSOLIDATED BALANCE

SEPTEMBER 30, 2024

BALANCE SHEETS

MARCH 31, 2025

AND DECEMBER 31, 2024

THOUSANDS EXCEPT PER SHARE AND SHARE DATA)

September 30,

Cash and due from banks

Interest-bearing deposits with banks

Federal funds sold

Total cash and cash equivalents

Investment securities available-for-sale

Loans receivable

Allowance for credit losses

Bank premises and equipment, net

Other real estate owned

Accrued interest receivable

Deferred taxes, net

Bank owned life insurance

Right-of-use assets – operating leases

Noninterest bearing

(IN THOUSANDS EXCEPT

PER SHARE AND SHARE DATA)

and due from banks

Interest-bearing

Total deposits

Borrowed funds

Lease liabilities – operating leases

Accrued interest payable

Accrued expenses and other liabilities

Total liabilities

SHAREHOLDERS’ EQUITY

Common stock - $ 2.00 par value;

deposits with banks

cash and cash equivalents

securities available-for-sale, at fair value

for credit losses

premises and equipment, net

real estate owned

interest receivable

benefit receivable

assets – operating leases

Interest-bearing

liabilities – operating leases

interest payable

expenses and other liabilities

SHAREHOLDERS’

Common stock - $ 2.00 par

50,000,000 shares authorized;

and 23,636,724 shares issued and outstanding at

September 30, 2024 and December 31, 2023, respectively

Additional paid-in-capital

Retained earnings

Accumulated other comprehensive loss

Total shareholders’ equity

Total liabilities and shareholders’ equity

March 31, 2025 and December 31, 2024, respectively

paid-in-capital

other comprehensive loss

shareholders’ equity

liabilities and shareholders’ equity

The accompanying notes

2 unchanged sentences

STATEMENTS OF INCOME

FOR THE THREE AND

NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

For the Three Months Ended

For the Nine Months Ended

September 30,

FOR THE THREE MONTHS

ENDED MARCH 31, 2025 AND 2024

(IN THOUSANDS EXCEPT

SHARE AND PER SHARE DATA)

For the Three

AND DIVIDEND INCOME

including fees

Interest-earning

deposits with banks

on equity securities (restricted)

interest and dividend income

Loans including fees

Federal funds sold

Interest-earning deposits with banks

Dividends on equity securities (restricted)

Total interest and dividend income

interest expense

Borrowed funds

Total interest expense

NET INTEREST INCOME

PROVISION FOR CREDIT LOSSES

NET INTEREST INCOME AFTER

PROVISION FOR CREDIT LOSSES

INTEREST INCOME

FOR (RECOVERY OF) CREDIT LOSSES

INTEREST INCOME AFTER PROVISION

FOR (RECOVERY OF) CREDIT LOSSES

charges and fees

processing and interchange

services fees

(loss) on sale and disposal of premises and equipment

noninterest income

Service charges and fees

Card processing and interchange

Financial services fees

Net gain on sales of available for sale securities

Net gain on sale and disposal of premises and equipment

Other noninterest income

Total noninterest income

noninterest income

and employee benefits

and equipment expense

processing and telecommunications

operating expenses

noninterest expenses

Salaries and employee benefits

Occupancy and equipment expense

Data processing and telecommunications

Other operating expenses

Total noninterest expenses

INCOME BEFORE INCOME TAXES

INCOME TAX EXPENSE

Earnings per share

Basic and diluted

Average Weighted Shares of Common Stock

Basic and diluted

BEFORE INCOME TAXES

Weighted Shares of Common Stock

The accompanying

2 unchanged sentences

CONSOLIDATED STATEMENTS

OF COMPREHENSIVE INCOME (LOSS)

FOR THE THREE AND

NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS

ENDED MARCH 31, 2025 AND 2024

(IN THOUSANDS)

the Three Months Ended

comprehensive income (loss):

securities activity

gains (losses) arising during the period

tax (expense) benefit

OTHER COMPREHENSIVE INCOME (LOSS)

Investment securities activity

Unrealized gains (losses) arising during the period

Reclassification adjustment for net gains included in net income

Other comprehensive gains (losses) on investment securities

Related tax (expense) benefit

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)

TOTAL COMPREHENSIVE INCOME (LOSS)

COMPREHENSIVE INCOME

The accompanying notes

3 unchanged sentences

OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE AND

NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

FOR THE THREE MONTHS

ENDED MARCH 31, 2025 AND 2024

(IN THOUSANDS INCLUDING

Shares of Common Stock

Additional Paid-in- Capital

Accumulated Other

of Common Stock

Paid-in- Capital

Comprehensive Loss

Total Shareholders’ Equity

Balance, June 30, 2023

Other comprehensive loss, net of tax

Repurchase of common stock

Balance, September 30, 2023

Shareholders’ Equity

Balance, December

Adoption of ASU 2016-13

Other comprehensive loss, net of tax

Cash dividend declared ($0.06 per share)

Repurchase of common stock

Balance, September 30, 2023

Balance, June 30, 2024

Other comprehensive income, net of tax

Repurchase of common stock

Balance, September 30, 2024

comprehensive loss, net of tax

Cash dividend declared

($0.07 per share)

of common stock

March 31, 2024

Balance, December 31, 2024

Other comprehensive income, net of tax

Cash dividend declared ($0.07 per share)

Repurchase of common stock

Balance, September 30, 2024

comprehensive income, net of tax

Cash dividend declared

($0.08 per share)

of common stock

March 31, 2025

The accompanying notes

3 unchanged sentences

OF CASH FLOWS

FOR THE NINE MONTHS

ENDED SEPTEMBER 30, 2024 AND 2023

CASH FLOWS FROM OPERATING ACTIVITIES

Adjustments to reconcile net income to net cash provided by

FOR THE THREE MONTHS

ENDED MARCH 31, 2025 AND 2024

(IN THOUSANDS)

FLOWS FROM OPERATING ACTIVITIES

to reconcile net income to net cash provided by

operating activities:

Provision for credit losses

Income on bank owned life insurance

Gain on sale of mortgage loans

Net gain on sale of securities available-for-sale

Gain on sale or disposal of premises and equipment

Gain on sale of other real estate owned

Loans originated for sale

Proceeds from sales of loans originated for sale

Net amortization/accretion of bond premiums/discounts

Deferred tax benefit

Net change in:

Accrued interest receivable

Accrued interest payable

Accrued expenses and other liabilities

Net cash provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Net increase in loans

Purchase of securities available-for-sale

Proceeds from repayments and maturities of securities available-for-sale

Proceeds from sales of securities available-for-sale

Net purchase of equity securities (restricted)

Payments for the purchase of premises and equipment

Proceeds from sales of premises and equipment

Proceeds from sales of other real estate owned

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Issuance of long-term debt

Net change in noninterest bearing deposits

Net change in interest-bearing deposits

Dividends paid

Repurchase of common stock

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of the period

Cash and cash equivalents, end of the period

Supplemental disclosure of cash paid during the period for:

Supplemental disclosure of non-cash transactions:

Transfer of loans to other real estate owned

Change in unrealized losses on securities available-for-sale

and amortization

for (recovery of) credit losses

on bank owned life insurance

on sale of mortgage loans

loss on sale or disposal of premises and equipment

originated for sale

from sales of loans originated for sale

Net amortization/accretion

of bond premiums/discounts

interest receivable

interest payable

expenses and other liabilities

cash provided by operating activities

FLOWS FROM INVESTING ACTIVITIES

of securities available-for-sale

from repayments and maturities of securities available-for-sale

of equity securities (restricted)

for the purchase of premises and equipment

from sale of premises and equipment

from sale of other real estate owned

from bank owned life insurance benefit

cash used in investing activities

FLOWS FROM FINANCING ACTIVITIES

of long-term debt

in noninterest bearing deposits

in interest-bearing deposits

of common stock

cash provided by financing activities

in cash and cash equivalents

and cash equivalents, beginning of the period

and cash equivalents, end of the period

disclosure of cash paid during the period for:

disclosure of non-cash transactions:

in unrealized losses on securities available-for-sale

The accompanying notes

6 unchanged sentences

– New Peoples Bankshares, Inc.

(New Peoples or the Company) is a financial holding company whose principal activity is the

ownership and management of a community bank, New Peoples Bank, Inc.

New Peoples and the Bank are organized and incorporated

under the laws of the Commonwealth of Virginia.

(New Peoples or the Company) is a financial holding company whose principal activity is the ownership

and management of a community bank, New Peoples Bank, Inc.

New Peoples and the Bank are organized and incorporated under

the laws of the Commonwealth of Virginia.

As a state-chartered member bank, the Bank is subject to regulation by the Virginia Bureau

11 unchanged sentences

of management, the accompanying consolidated financial statements contain all adjustments (consisting of only normal recurring accruals)

necessary to present fairly the Company’s financial position as of September 30, 2024 and December 31, 2023, and the results of

operations for the three- and nine-month periods ended September 30, 2024 and 2023.

The notes included herein should be read in conjunction

with the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended

December 31, 2023.

The results of operations for interim periods are not necessarily indicative of the results of operations that may

be expected for a full year or any future period.

necessary to present fairly the Company’s financial position as of March 31, 2025 and December 31, 2024, and the results of operations

for the three-month periods ended March 31, 2025 and 2024.

The Notes included herein should be read in conjunction with the notes to

the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The results of operations for interim periods are not necessarily indicative of the results of operations that may be expected for a

full year or any future period.

The consolidated

17 unchanged sentences

None of these reclassifications are considered material

and have no impact on net income or shareholders’ equity.

and have no impact on net income.

The Company’s

5 unchanged sentences

Adopted in 2025 –

In March 2023, the

Financial Accounting Standards Board (FASB) issued ASU 2023-02, “Investments—Equity Method and Joint Ventures (Topic 323):

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.” These amendments allow reporting

entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program

giving rise to the related income tax credits.

ASU 2023-02 was effective for the Company on January 1, 2024.

The adoption of ASU 2023-02

had no material impact on the consolidated financial statements.

In March 2023, the

Financial Accounting Standards Board (FASB) issued ASU 2023-01, “Leases (Topic 842):

Common Control Arrangements.” These

amendments require entities to amortize leasehold improvements associated with common control leases over the useful life to the common

control group.

ASU 2023-01 was effective for the Company on January 1, 2024.

The adoption of ASU 2023-01 had no material impact on the

consolidated financial statements.

In June 2022, the

Financial Accounting Standards Board (FASB) issued ASU 2022-03, “Fair Value Measurement (Topic 820):

Fair Value Measurement of

Equity Securities Subject to Contractual Sale Restrictions.” ASU 2022-03 clarifies that a contractual restriction on the sale of

an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring

ASU 2022-03 was effective for the Company on January 1, 2024.

The adoption of ASU 2022-03 had no material impact on the consolidated

financial statements.

In August 2020, the

Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2020-06 “Debt – Debt with Conversion

and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40):

for Convertible Instruments and Contracts in an Entity’s Own Equity.” The ASU simplifies accounting for convertible instruments

by removing major separation models required under current U.S.

Consequently, more convertible debt instruments will be reported

as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded

conversion features.

The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative

scope exception, which will permit more equity contracts to qualify for it.

The ASU also simplifies the diluted earnings per share (EPS)

calculation in certain areas.

In addition, the amendment updates the disclosure requirements for convertible instruments to increase

the information transparency.

In December 2023,

the Financial Accounting Standards Board (FASB) issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.”

The amendments in this ASU require an entity to disclose specific categories in the rate reconciliation and provide additional information

for reconciling items that meet a quantitative threshold, which is greater than five percent of the amount computed by multiplying pretax

income by the entity’s applicable statutory rate, on an annual basis.

Additionally, the amendments in this ASU require an entity

to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and the amount

of income taxes paid (net of refunds received) disaggregated by individual jurisdictions that are equal to or greater than five percent

of total income taxes paid (net of refunds received).

Lastly, the amendments in this ASU require an entity to disclose income (or loss)

from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or

benefit) from continuing operations disaggregated by federal, state, and foreign.

ASU 2023-09 was effective for the Company on January

The adoption of ASU 2020-06 had no material

impact on the consolidated financial statements.

The adoption of this standard had no material impact on the consolidated financial statements.

NOTE 3 EARNINGS

4 unchanged sentences

For the three-month

and nine-month periods ended September 30, 2024 and 2023, there were no potential common shares.

Basic and diluted net income per common

share calculations follows:

periods ended March 31, 2025 and 2024, there were no potential common shares.

Basic and diluted net income per common share calculations

Schedule of basic and diluted net loss per common share calculations

1 unchanged sentence

per share data)

For the three months

ended September 30,

For the nine months

ended September 30,

Weighted average shares outstanding

Weighted average dilutive shares outstanding

Basic and diluted earnings per share

For the three

ended March 31,

average shares outstanding

average dilutive shares outstanding

and diluted earnings per share

NOTE 4 CAPITAL

19 unchanged sentences

The capital conservation buffer required is 2.50%.

At September 30, 2024, the Bank had a capital conservation buffer

At March 31, 2025, the Bank had a capital conservation buffer of 7.86%.

Amounts recorded to accumulated other comprehensive income (loss) are not included in computing regulatory capital.

believes as of September 30, 2024, the Bank met all capital adequacy requirements to which it was subject.

Management believes

as of March 31, 2025, the Bank met all capital adequacy requirements to which it was subject.

Prompt corrective

6 unchanged sentences

and expansion, and capital restoration plans are required.

At September 30, 2024, the most recent regulatory notifications categorized

the Bank as well capitalized under the regulatory framework for prompt corrective action.

There are no conditions or events since that

notification that management believes have changed the institution's category.

actual capital amounts and ratios are presented in the following table as of September 30, 2024 and December 31, 2023, respectively.

At March 31, 2025, the most recent regulatory notifications categorized the

Bank as well capitalized under the regulatory framework for prompt corrective action.

There are no conditions or events since that notification

that management believes have changed the institution's category.

2019, the U.S.

federal bank regulatory agencies approved a final rule modifying their regulatory capital rules and providing an option

to phase in over a three-year period the Day 1 adverse regulatory capital effects of the Current Expected Credit Loss (“CECL”)

accounting standard.

Additionally, in March 2020, the U.S.

federal bank regulatory agencies issued an interim final rule that provides

banking organizations an option to delay the estimated CECL impact on regulatory capital for an additional two years for a total transition

period of up to five years.

The final rule was adopted and became effective in September 2020.

The Company implemented the CECL model

commencing January 1, 2023, and elected not to phase in the effect of CECL on regulatory capital.

actual capital amounts and ratios are presented in the following table as of March 31, 2025 and December 31, 2024, respectively.

Schedule of bank’s

actual capital amounts and ratios presented

Minimum Capital Requirement

Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions

(Dollars in thousands)

September 30, 2024:

Total capital to risk weighted assets

Tier 1 capital to risk weighted assets

Tier 1 capital to average assets

Common equity Tier 1 capital

to risk weighted assets

December 31, 2023:

Total capital to risk weighted assets

Tier 1 capital to risk weighted assets

Tier 1 capital to average assets

Common equity Tier 1 capital

to risk weighted assets

Capital Requirement

to Be Well Capitalized Under Prompt Corrective Action Provisions

in thousands)

March 31, 2025:

capital to risk weighted assets

1 capital to risk weighted assets

1 capital to average assets

equity Tier 1 capital

risk weighted assets

capital to risk weighted assets

1 capital to risk weighted assets

1 capital to average assets

equity Tier 1 capital

risk weighted assets

NOTE 5 INVESTMENT

The amortized cost and estimated fair

value of available-for-sale (“AFS”) securities as of September 30, 2024 and December 31, 2023 are as follows:

value of available-for-sale (“AFS”) securities as of March 31, 2025 and December 31, 2024 are as follows:

Schedule of securities amortized cost and estimated fair value

(Dollars in thousands)

September 30, 2024

in thousands)

March 31, 2025

Government Agencies

Taxable municipals

Corporate bonds

Mortgage backed securities

Total securities available-for-sale

December 31, 2023

backed securities

securities available-for-sale

Government Agencies

Taxable municipals

Corporate bonds

Mortgage backed securities

Total securities available-for-sale

backed securities

securities available-for-sale

The following table

1 unchanged sentence

This information is aggregated by the length of time that individual

securities have been in a continuous unrealized loss position as of September 30, 2024 and December 31, 2023.

securities have been in a continuous unrealized loss position as of March 31, 2025 and December 31, 2024.

Schedule of fair value and gross unrealized losses on investment securities

Less than 12 Months

than 12 Months

Months or More

(Dollars in thousands)

September 30, 2024

in thousands)

Government Agencies

Taxable municipals

Corporate bonds

Mortgage backed securities

Total securities available-for-sale

December 31, 2023

backed securities

Government Agencies

Taxable municipals

Corporate bonds

Mortgage backed securities

Total securities available-for-sale

As of September 30,

2024, there were 165 securities in a loss position, of which 163 have been in a loss position for twelve months or more.

Management believes

that all unrealized losses have resulted from temporary changes in the interest rates and current market conditions and are not a result

of credit deterioration.

Aside from strategic sales executed during the three months ended September 30, 2024, management does not plan

to sell, and it is not likely that the Bank will be required to sell any of the securities referenced in the table above before recovery

of their amortized cost.

None of the individual securities are past due as to principal or interest payments and a number of these securities

have explicit or implicit payment guarantees.

The remaining securities have credit ratings at or above that necessary to be considered

“bank qualified.”

backed securities

As of March 31, 2025,

the available-for-sale portfolio included 174 investments for which the fair market value was less than amortized cost.

As of December

31, 2024, the available-for-sale portfolio included 195 investments for which the fair market value was less than amortized cost.

believes that all unrealized losses have resulted from temporary changes in the interest rates and current market conditions and are

not a result of credit deterioration.

Management does not plan to sell, and it is not likely that the Bank will be required to sell any

of the securities referenced in the table above before recovery of their amortized cost.

None of the individual securities are past due

as to principal or interest payments and a number of these securities have explicit or implicit payment guarantees.

The remaining securities

have credit ratings at or above that necessary to be considered “bank qualified.”

Investment securities

with a carrying value of $ 38.5 million and $ 36.8 million as of September 30, 2024 and December 31, 2023, respectively, were pledged as

collateral to secure public deposits and for other purposes required or permitted by law.

During the three

and nine months ended September 30, 2024 available-for-sale investment securities with a carrying value of $ 2.2 million were sold, realizing

a net gain of $ 4,000 .

There were no sales of available-for-sale investment securities during the three and nine months ended September

with a carrying value of $ 36.1 million and $ 35.2 million as of March 31, 2025 and December 31, 2024, respectively, were pledged as collateral

to secure public deposits and for other purposes required or permitted by law.

There were no sales

of available-for-sale investment securities during the three months ended March 31, 2025 and 2024.

The amortized cost

and fair value of investment securities as of September 30, 2024, by contractual maturity, are shown in the following schedule.

and fair value of investment securities as of March 31, 2025, by contractual maturity, are shown in the following schedule.

maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without

call or prepayment penalties.

of amortized cost and fair value of investment securities contractual maturity

in thousands)

Available-for-Sale

Schedule of amortized cost and fair value of investment securities contractual maturity

(Dollars in thousands)

Securities Available-for-Sale

in one year or less

after one year through five years

after five years through ten years

one year through five years

five years through ten years

after ten years

5 unchanged sentences

which are included in other assets on the consolidated balance sheet, are restricted from trading and are recorded at a cost of $ 2.7

million and $ 2.7 million as of September 30, 2024 and December 31, 2023, respectively.

million and $ 2.7 million as of March 31, 2025 and December 31, 2024, respectively.

The stock has no quoted market value and no ready

5 unchanged sentences

Loans receivable

outstanding as of September 30, 2024, and December 31, 2023, are summarized as follows:

outstanding as of March 31, 2025, and December 31, 2024, are summarized as follows:

Schedule of loans receivable outstanding

(Dollars in thousands)

September 30,

December 31, 2023

Real estate secured:

Construction and land development

Residential 1-4 family

Total real estate loans

Consumer installment loans

All other loans

in thousands)

estate secured:

and land development

real estate loans

installment and all other loans

Also included in

total loans above are deferred loan fees of $ 1.9 million and $ 1.8 million as of September 30, 2024 and December 31, 2023, respectively.

Deferred loan costs were $ 1.9 million and $ 2 .0 million, as of September 30, 2024 and December 31, 2023, respectively.

Income from net

deferred fees and costs is recognized over the lives of the respective loans as a yield adjustment.

If loans repay prior to scheduled

maturities any unamortized fees or costs is recognized at that time.

total loans above are deferred loan fees of $ 2.1 million and $ 2.0 million as of March 31, 2025 and December 31, 2024, respectively.

loan costs were $ 1.9 million and $ 1.9 million, as of March 31, 2025 and

December 31, 2024,

respectively.

Income from net deferred fees and costs is recognized over the lives of the respective loans as a yield adjustment.

loans repay prior to scheduled maturities any unamortized fee or costs is recognized at that time.

Loans receivable

on nonaccrual status as of September 30, 2024, and December 31, 2023, are summarized as follows:

Schedule of loans receivable nonaccrual status

on nonaccrual status as of March 31, 2025, and December 31, 2024, are summarized as follows:

of loans receivable nonaccrual status

in thousands)

1 unchanged sentence

and land development

real estate loans

Total real estate loans

installment loans and other loans

1 unchanged sentence

Total interest income

(recognized), not recognized on nonaccrual loans for the three months ended September 30, 2024, and September 30, 2023, was ($ 18,000 )

and $ 5,000 , respectively.

Total interest income not recognized on nonaccrual loans for the nine months ended September 30, 2024, and

September 30, 2023, was $ 51,000 and $ 33,000 , respectively.

not recognized on nonaccrual loans for the three months ended March 31, 2025, and March 31, 2024, was $ 38,000 and $ 26,000 , respectively.

The Company evaluates

2 unchanged sentences

table presents the unpaid principal balance of collateral dependent loans, which are individually evaluated to determine expected credit

losses, and the related ACL allocated to those loans as of September 30, 2024 and December 31, 2023:

Schedule of summary of impaired loans

losses, and the related ACL allocated to those loans as March 31, 2025 and December 31, 2024:

of summary of impaired loans

Principal Balance

2 unchanged sentences

estate secured:

and land development

real estate loans

installment loans and other loans

The following table

is an age analysis of past due loans receivable as of September 30, 2024, segregated by class:

is an age analysis of past due loans receivable as of March 31, 2025, segregated by class:

Schedule of analysis of past due loans receivable

September 30, 2024

(Dollars in thousands)

Real estate secured:

Construction and land

Residential 1-4 family

Total real estate loans

Consumer installment

All other loans

The following

table is an age analysis of past due loans receivable as of December 31, 2023, segregated by class:

in thousands)

1 unchanged sentence

real estate loans

installment and all other loans

The following table is an age analysis

of past due loans receivable as of December 31, 2024, segregated by class:

in thousands)

estate secured:

real estate loans

and all other loans

The Company categorizes

7 unchanged sentences

Special Mention

- Loans in this category are currently protected but are potentially weak, including adverse trends in borrower’s operations,

credit quality or financial strength.

Those loans constitute an undue and unwarranted credit risk but not to the point of justifying

a substandard classification.

- Loans in this category are currently protected but are potentially weak, including adverse trends in borrower’s operations, credit

quality or financial strength.

Those loans constitute an undue and unwarranted credit risk but not to the point of justifying a substandard

classification.

The credit risk may be relatively minor yet constitute an unwarranted risk in light of the circumstances.

Special mention loans have potential weaknesses which may, if not checked or corrected, weaken the loan or inadequately protect

the Company’s credit position at some future date.

- A substandard loan is inadequately protected by the current sound net worth and paying capacity of the

obligor or of the collateral pledged, if any.

Loans classified as substandard must have a well-defined weakness or weaknesses that jeopardize

the liquidation of the debt;

they are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies

are not corrected.

- Loans classified doubtful have all the weaknesses

inherent in loans classified as substandard, plus the added characteristic that the weaknesses make collection or liquidation in full

on the basis of currently existing facts, conditions, and values highly questionable and improbable.

mention loans have potential weaknesses which may, if not checked or corrected, weaken the loan or inadequately protect the Company’s

credit position at some future date.

- A substandard loan is inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral

pledged, if any.

Loans classified as substandard must have a well-defined weakness or weaknesses that jeopardize the liquidation of the

they are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Loans classified doubtful have all the weaknesses inherent in loans classified as substandard, plus the added characteristic that the

weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable

and improbable.

The following table presents the credit

risk grade of loans by origination year as of September 30, 2024:

risk grade of loans by origination year as of March 31, 2025:

Schedule of credit risk grade of loans

As of September 30, 2024

(Dollars are in thousands)

As of March 31, 2025

are in thousands)

commercial real estate

Special mention

Total commercial real estate