EFSI 10-Q Quarterly Report June 30, 2024

EFSI 10-Q Quarter ended June 30, 2024

Exhibits

Exhibits

EAGLE FINANCIAL SERVICES INC

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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐	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: 0-20146

EAGLE FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)


Virginia		54-1601306
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2 East Main Street	P.O. Box 391
Berryville , VA		22611
(Address of principal executive offices)		(Zip Code)

(540) 955-2510

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

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 Date 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, 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.


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 (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s Common Stock ($2.50 par value) outstanding as of August 8 , 2024 was 3,550,580 .

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements:
	Consolidated Balance Sheets at June 30, 2024 and December 31, 2023	1
	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2024 and 2023	2
	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2024 and 2023	3
	Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2024 and 2023	4
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	54
Item 4.	Controls and Procedures	54

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	55
Item 1A.	Risk Factors	55
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
Item 3.	Defaults Upon Senior Securities	55
Item 4.	Mine Safety Disclosures	55
Item 5.	Other Information	55
Item 6.	Exhibits	56

PART I - FINANCI AL INFORMATION

Item 1. Financi al Statements

EAGLE FINANCIAL SERVICES, INC.

Consolidated B alance Sheets

(dollars in thousands, except per share amounts)


	June 30, 2024			December 31, 2023
	(Unaudited)
Assets
Cash and due from banks	$	15,202		$	15,417
Interest-bearing deposits with other institutions		45,977			96,649
Federal funds sold		62,476			26,287
Total cash and cash equivalents	$	123,655		$	138,353
Securities available for sale, at fair value, amortized cost of $ 153,250 and $ 160,251 , respectively		129,489			137,443
Restricted investments, at cost		8,780			9,568
Loans held for sale		3,058			1,661
Loans		1,448,934			1,462,686
Allowance for credit losses		( 15,014	)		( 14,493	)
Net Loans	$	1,433,920		$	1,448,193
Bank premises and equipment, net		18,114			18,108
Bank owned life insurance		30,103			29,575
Other assets		43,286			42,696
Total assets	$	1,790,405		$	1,825,597
Liabilities and Shareholders’ Equity
Liabilities
Deposits:
Noninterest bearing demand deposits	$	415,017		$	436,619
Savings and interest bearing demand deposits		647,358			656,439
Time deposits		426,209			413,264
Total deposits	$	1,488,584		$	1,506,322
Federal funds purchased		302			—
Federal Home Loan Bank advances, short-term		—			20,000
Federal Home Loan Bank advances, long-term		145,000			145,000
Subordinated debt, net of unamortized issuance costs		29,478			29,444
Other liabilities		15,926			16,452
Total liabilities	$	1,679,290		$	1,717,218
Commitments and contingencies
Shareholders’ Equity
Preferred stock, $ 10 par value; 500,000 shares authorized and unissued	$	—		$	—
Common stock, $ 2.50 par value; authorized 10,000,000 shares; issued and outstanding 2024, 3,556,844 including 74,216 shares of unvested restricted stock; issued and outstanding 2023, 3,520,894 including 56,914 shares of unvested restricted stock		8,707			8,660
Surplus		14,604			14,280
Retained earnings		106,567			103,445
Accumulated other comprehensive (loss)		( 18,763	)		( 18,006	)
Total shareholders’ equity	$	111,115		$	108,379
Total liabilities and shareholders’ equity	$	1,790,405		$	1,825,597

See Notes to Consolidated Financial Statements

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EAGLE FINANCIAL SERVICES, INC.

Consolidated Statements of Income (Unaudited)

(dollars in thousands, except per share amounts)


	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2024			2023		2024			2023
Interest and Dividend Income
Interest and fees on loans	$	19,525		$	18,754	$	39,488		$	35,921
Interest and dividends on securities available for sale:
Taxable interest income		739			785		1,497			1,589
Interest income exempt from federal income taxes		3			5		8			9
Dividends		155			136		311			219
Interest on deposits in banks		1,258			656		2,249			1,146
Interest on federal funds sold		68			28		107			38
Total interest and dividend income	$	21,748		$	20,364	$	43,660		$	38,922
Interest Expense
Interest on deposits	$	7,515		$	5,535	$	14,939		$	8,994
Interest on federal funds purchased		—			—		—			70
Interest on Federal Home Loan Bank advances		1,712			2,032		3,422			4,063
Interest on subordinated debt		355			355		709			709
Total interest expense	$	9,582		$	7,922	$	19,070		$	13,836
Net interest income	$	12,166		$	12,442	$	24,590		$	25,086
Provision for Credit Losses		181			403		656			1,067
Net interest income after provision for credit losses	$	11,985		$	12,039	$	23,934		$	24,019
Noninterest Income
Wealth management fees	$	1,273		$	1,263	$	2,729		$	2,421
Service charges on deposit accounts		456			447		910			883
Other service charges and fees		1,164			1,135		2,133			2,182
(Loss) gain on the sale of bank premises and equipment		( 11	)		7		( 11	)		7
Gain on sale of loans		492			192		653			648
Bank owned life insurance income		269			179		537			358
Other operating income		652			134		815			384
Total noninterest income	$	4,295		$	3,357	$	7,766		$	6,883
Noninterest Expenses
Salaries and employee benefits	$	7,353		$	7,561	$	14,538		$	14,859
Occupancy expenses		470			533		1,039			1,051
Equipment expenses		401			315		774			638
Advertising and marketing expenses		245			342		482			638
Stationery and supplies		32			56		56			78
ATM network fees		373			365		753			716
Other real estate owned expense		—			—		—			5
(Gain) on other real estate owned		—			—		—			( 7	)
FDIC assessment		351			346		760			612
Computer software expense		221			281		454			591
Bank franchise tax		338			313		669			576
Professional fees		511			753		1,017			1,466
Data processing fees		558			478		1,123			880
Other operating expenses		1,657			1,612		3,222			3,238
Total noninterest expenses	$	12,510		$	12,955	$	24,887		$	25,341
Income before income taxes	$	3,770		$	2,441	$	6,813		$	5,561
Income Tax Expense		585			383		1,080			918
Net income	$	3,185		$	2,058	$	5,733		$	4,643
Earnings Per Share
Net income per common share, basic	$	0.89		$	0.58	$	1.61		$	1.32
Net income per common share, diluted	$	0.89		$	0.58	$	1.61		$	1.32

See Notes to Consolidated Financial Statements

TABLE OF CONTENTS

EAGLE FINANCIAL SERVICES, INC.

Consolidated Statements of Comprehensive Income

(Unaudited)

(dollars in thousands)


	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2024		2023			2024			2023
Net income	$	3,185	$	2,058		$	5,733		$	4,643
Other comprehensive income (loss):
Unrealized gain (loss) on available for sale securities, net of deferred income tax of $ 280 and $( 517 ) for the three months ended, and $( 200 ) and $ 275 for the six months ended, respectively		1,054		( 1,945	)		( 753	)		1,035
Changes in benefit obligations and plan assets for post retirement benefit plans, net of reclassification adjustments, net of deferred income tax of $ 0 for the three months ended, and $ 1 and $( 3 ) for the six months ended, respectively		—		—			( 4	)		( 5	)
Total other comprehensive income (loss)		1,054		( 1,945	)		( 757	)		1,030
Total comprehensive income	$	4,239	$	113		$	4,976		$	5,673

See Notes to Consolidated Financial Statements

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EAGLE FINANCIAL SERVICES, INC.

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

(dollars in thousands, except per share amounts)


	Common Stock			Surplus			Retained Earnings			Accumulated Other Comprehensive (Loss)			Total
December 31, 2022	$	8,629		$	13,268		$	100,278		$	( 20,446	)		101,729
Cumulative effect adjustment for CECL		—			—			( 1,961	)		—			( 1,961	)
Net income		—			—			2,585			—			2,585
Other comprehensive income		—			—			—			2,975			2,975
Vesting of restricted stock awards, stock incentive plan ( 12,749 shares)		31			( 31	)		—			—			—
Stock-based compensation expense		—			317			—			—			317
Repurchase and retirement of common stock ( 3,590 shares)		( 9	)		( 119	)		—			—			( 128	)
Dividends declared ($ 0.30 per share)		—			—			( 1,057	)		—			( 1,057	)
March 31, 2023	$	8,651		$	13,435		$	99,845		$	( 17,471	)	$	104,460
Net income		—			—			2,058			—			2,058
Other comprehensive (loss)		—			—			—			( 1,945	)		( 1,945	)
Stock-based compensation expense		—			323			—			—			323
Issuance of common stock, employee benefit plan ( 3,803 shares)		10			123			—			—			133
Dividends declared ($ 0.30 per share)		—			—			( 1,059	)		—			( 1,059	)
June 30, 2023	$	8,661		$	13,881		$	100,844		$	( 19,416	)	$	103,970

December 31, 2023	$	8,660		$	14,280		$	103,445		$	( 18,006	)	$	108,379
Cumulative effect adjustment for adopton of ASU 2023-02		—			—			( 477	)		—			( 477	)
Net income		—			—			2,548			—			2,548
Other comprehensive (loss)		—			—			—			( 1,811	)		( 1,811	)
Vesting of restricted stock awards, stock incentive plan ( 23,557 shares)		59			( 59	)		—			—			—
Stock-based compensation expense		—			302			—			—			302
Repurchase and retirement of common stock ( 5,605 shares)		( 14	)		( 155	)		—			—			( 169	)
Dividends declared ($ 0.30 per share)		—			—			( 1,067	)		—			( 1,067	)
March 31, 2024	$	8,705		$	14,368		$	104,449		$	( 19,817	)	$	107,705
Net income		—			—			3,185			—			3,185
Other comprehensive income		—			—			—			1,054			1,054
Vesting of restricted stock awards, stock incentive plan ( 1,081 shares)		3			( 3	)		—			—			—
Stock-based compensation expense		—			249			—			—			249
Repurchase and retirement of common stock ( 385 shares)		( 1	)		( 10	)		—			—			( 11	)
Dividends declared ($ 0.30 per share)		—			—			( 1,067	)		—			( 1,067	)
June 30, 2024	$	8,707		$	14,604		$	106,567		$	( 18,763	)	$	111,115

See Notes to Consolidated Financial Statements

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EAGLE FINANCIAL SERVICES, INC.

Consolidated Statements o f Cash Flows (Unaudited)

(dollars in thousands)


	Six Months Ended
	June 30,
	2024			2023
Cash Flows from Operating Activities
Net income	$	5,733		$	4,643
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		498			492
Amortization of other assets		182			435
Origination of loans held for sale		( 29,466	)		( 11,490	)
Proceeds from sale of loans held for sale		28,722			8,409
Net (gain) on sales of loans		( 653	)		( 648	)
Provision for credit losses		656			1,067
(Gain) on other real estate owned		—			( 7	)
Loss (gain) on the sale and disposal of premises and equipment		11			( 7	)
Amortization of subordinated debt issuance costs		34			34
Stock-based compensation expense		551			640
Premium amortization on securities, net		138			185
Bank-owned life insurance income		( 537	)		( 357	)
(Gain) on bank-owned life insurance settlement		( 254	)		—
Changes in assets and liabilities:
(Increase) in other assets		( 967	)		( 5,784	)
Increase in other liabilities		285			199
Net cash provided by (used in) operating activities	$	4,933		$	( 2,189	)
Cash Flows from Investing Activities
Proceeds from maturities, calls, and principal payments of securities available for sale	$	6,863		$	7,345
Proceeds from the sale of restricted investments		1,425			3,788
Purchases of restricted investments		( 637	)		( 3,132	)
Proceeds of bank-owned life insurance settlement		263			—
Purchases of bank premises and equipment		( 515	)		( 516	)
Proceeds from the sale of bank premises and equipment		—			31
Proceeds from the sale of other real estate owned		—			115
Proceeds from the sale of repossessed assets		12			—
Proceeds from sales of loans		—			38,802
Origination of loans net of principal collected		13,372			( 185,650	)
Funding of capital commitments related to other investments		( 664	)		( 435	)
Net cash provided by (used in) investing activities	$	20,119		$	( 139,652	)
Cash Flows from Financing Activities
Net (decrease) in noninterest bearing demand deposits, savings, and interest bearing demand deposits	$	( 30,683	)	$	( 27,127	)
Net increase in time deposits		12,945			221,060
Net increase (decrease) in federal funds purchased		302			( 32,980	)
Net (decrease) in short-term Federal Home Loan Bank advances		( 20,000	)		( 150,000	)
Advances of long-term Federal Home Loan Bank advances		—			145,000
Issuance of common stock, employee benefit plan		—			133
Repurchase and retirement of common stock		( 180	)		( 128	)
Cash dividends paid		( 2,134	)		( 2,116	)
Net cash (used in) provided by financing activities	$	( 39,750	)	$	153,842
(Decrease) increase in cash and cash equivalents	$	( 14,698	)	$	12,001
Cash and Cash Equivalents
Beginning		138,353			66,894
Ending	$	123,655		$	78,895
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest	$	19,037		$	12,465
Income taxes	$	—		$	1,206
Supplemental Schedule of Noncash Investing and Financing Activities:
Unrealized (loss) gain on securities available for sale	$	( 953	)	$	1,310
Minimum postretirement liability adjustment	$	( 5	)	$	( 8	)
Repossessed assets acquired in settlement of loans	$	111		$	—

See Notes to Consolidated Financial Statements

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EAGLE FINANCIAL SERVICES, INC.

Notes to Consolidated Finan cial Statements (Unaudited)

June 30, 2024

NOTE 1. General

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP.

In the opinion of management, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position at June 30, 2024 and December 31, 2023, the results of operations and the changes in shareholders' equity for the three and six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the Consolidated Financial Statements and related Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”).

Eagle Financial Services, Inc. (the "Company") owns 100 % of Bank of Clarke (the “Bank”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and t ransactions between the Company and the Bank have been eliminated.

Certain amounts in the consolidated financial statements have been reclassified to conform to current year presentations. None of the reclassifications were of a material nature and they had no effect on prior year net income or shareholders' equity.

On January 1, 2024, the Company adopted Accounting Standards Update ("ASU") 2023-02, “Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method," ("ASC 323"). 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. The adoption resulted in an adjustment of $ 477 thousand, which reduced the investment balance and shareholders' equity. Th e Company invests in qualified affordable housing projects. The general purpose of these investments is to encourage and assist participants in investing in low-income residential rental properties located in the Commonwealth of Virginia, develop and implement strategies to maintain projects as low-income housing, provide tax credits and other tax benefits to investors, and to pre serve and protect project assets.

NOTE 2. Stock-Based Compensation Plan

On May 16, 2023, the Company’s shareholders approved the 2023 Stock Incentive Plan which allows key employees and directors to increase their personal financial interest in the Company. The 2023 plan permits the issuance of incentive stock options and non-qualified stock options and the award of common stock, restricted stock, and stock units. The plan authorizes the issuance of up to 250,000 shares of common stock. The 2023 Stock Incentive Plan replaced the 2014 Stock Incentive Plan.

The Company periodically grants restricted stock to its directors, executive officers and certain non-executive officers. Restricted stock provides grantees with rights to shares of common stock upon completion of a service period or achievement of Company performance measures. During the restriction period, all shares are considered outstanding and dividends are paid to the grantee. Outside directors are periodically granted restricted shares which vest over a period of one year . Executive officers have been granted restricted shares which vest over a three year service period and restricted shares which vest based on meeting annual performance measures over a two year period. Certain non-executive officers also have been granted restricted shares which vest

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over a three year service period. The Company recognizes compensation expense over the restricted period based on the fair value of the Company's stock on the grant date. The Company's policy is to recognize forfeitures as they occur. As of June 30, 2024, there w as $ 1.1 million of unrecognized compensation cost related to nonvested restricted stock, with a weighted average remaining term of 2.05 years.

The following table presents restricted stock activity for the six months ended June 30, 2024 and 2023:


	Six Months Ended
	June 30,
	2024					2023
	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value
Nonvested, beginning of period		56,914		$	35.06		38,780		$	33.47
Granted		41,940			30.00		37,941			36.60
Vested		( 24,638	)		34.10		( 12,749	)		32.33
Forfeited		—			—		—			—
Nonvested, end of period		74,216		$	32.46		63,972		$	35.55

NOTE 3. Earnings Per Common Share

Basic earnings per share represents income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Nonvested restricted shares are included in the weighted average number of common shares used to compute basic earnings per share because of dividend participation and voting rights. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. The number of potential common shares is determined using the treasury method.

The following table shows the weighted average number of shares used in computing earnings per share for the three and six months ended June 30, 2024 and 2023. During 2024 and 2023 , there were no potentially dilutive securities outstanding.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Average number of common shares outstanding used to calculate basic and diluted earnings per share		3,556,935		3,526,934		3,557,069		3,524,695

NOTE 4. Securities

Amortized costs and fair values of securities available for sale at June 30, 2024 and December 31, 2023 were as follows:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
	June 30, 2024
	(in thousands)
Obligations of U.S. government corporations and agencies	$	8,959	$	—	$	( 696	)	$	8,263
Mortgage-backed securities		133,819		—		( 22,070	)		111,749
Obligations of states and political subdivisions		5,722		—		( 347	)		5,375
Subordinated debt		4,750		—		( 648	)		4,102
	$	153,250	$	—	$	( 23,761	)	$	129,489

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	December 31, 2023
	(in thousands)
Obligations of U.S. government corporations and agencies	$	9,258	$	—	$	( 667	)	$	8,591
Mortgage-backed securities		140,052		—		( 21,230	)		118,822
Obligations of states and political subdivisions		6,191		1		( 261	)		5,931
Subordinated debt		4,750		—		( 651	)		4,099
	$	160,251	$	1	$	( 22,809	)	$	137,443

The amortized cost and estimated fair value of securities at June 30, 2024 , by the earlier of contractual maturity or expected maturity, are shown below. The Company has elected to exclude accrued interest receivable, totaling $ 379 thousand at June 30, 2024, from the amortized cost basis of securities. The deferred tax asset on the securities portfolio at June 30, 2024 and December 31, 2023 was $ 5.0 million and $ 4.8 million, respectively, and is included in Other Assets in the Consolidated Balance Sheets. Expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.


	Amortized Cost		Fair Value
	(in thousands)
Due in one year or less	$	800	$	799
Due after one year through five years		9,946		9,384
Due after five years through ten years		14,644		12,965
Due after ten years		127,860		106,341
	$	153,250	$	129,489

There have been no sales of available for sale securities during the six months ended June 30, 2024 or 2023.

The fair value and gross unrealized losses for securities available for sale, totaled by the length of time that individual securities have been in a continuous gross unrealized loss position, at June 30, 2024 and December 31, 2023 were as follows:


	Less than 12 months				12 months or more				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	June 30, 2024
	(in thousands)
Obligations of U.S. government corporations and agencies	$	—	$	—	$	8,263	$	696	$	8,263	$	696
Mortgage-backed securities		—		—		111,749		22,070		111,749		22,070
Obligations of states and political subdivisions		489		11		4,386		336		4,875		347
Subordinated debt		—		—		3,602		648		3,602		648
	$	489	$	11	$	128,000	$	23,750	$	128,489	$	23,761


	Less than 12 months				12 months or more				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	December 31, 2023
	(in thousands)
Obligations of U.S. government corporations and agencies	$	—	$	—	$	8,591	$	667	$	8,591	$	667
Mortgage-backed securities		—		—		118,822		21,230		118,822		21,230
Obligations of states and political subdivisions		—		—		5,430		261		5,430		261
Subordinated debt		221		29		3,378		622		3,599		651
	$	221	$	29	$	136,221	$	22,780	$	136,442	$	22,809

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The reference point for determining when securities are in an unrealized loss position is month end. As such, it is possible that a security's market value exceeded its amortized cost on other days during the past twelve-month period.

There were 102 debt securities with a fair value below the amortized cost basis, totaling $ 128.5 million of aggregate fair value as of June 30, 2024. The Company concluded that a credit loss does not exist in its securities portfolio at June 30, 2024 based on the fact that (1) changes in fair value were caused by non-credit-related factors, primarily fluctuations in interest rates, (2) securities with unrealized losses had generally high credit quality, (3) the Company intends to hold these investments in debt securities to maturity and it is more-likely-than-not that the Company will not be required to sell these investments before a recovery of its investment, and (4) issuers have continued to make timely payments of principal and interest. Additionally, the Company’s mortgage-backed securities and obligations of U.S. government corporations and agencies are entirely issued by either U.S. government agencies or U.S. government-sponsored enterprises. Collectively, these entities provide a guarantee, which is either explicitly or implicitly supported by the full faith and credit of the U.S. government, that investors in such mortgage-backed securities will receive timely principal and interest payments.

Securities having a carrying v alue of $ 6.9 mi llion at June 30, 2024 were pledged as security for trust accounts.

The composition of restricted investments at June 30, 2024 and December 31, 2023 was as follows:


	June 30, 2024		December 31, 2023
	(in thousands)
Federal Reserve Bank Stock	$	344	$	344
Federal Home Loan Bank Stock		8,296		9,084
Community Bankers’ Bank Stock		140		140
	$	8,780	$	9,568

NOTE 5. Loans and Allowance for Credit Losses on Loans

The composition of loans at June 30, 2024 and December 31, 2023 was as follows:


	June 30,			December 31,
	2024			2023
	(in thousands)
Mortgage real estate loans:
Construction & Secured by Farmland	$	81,609		$	84,145
HELOCs		46,697			47,674
Residential First Lien - Investor		112,790			117,431
Residential First Lien - Owner Occupied		187,807			178,180
Residential Junior Liens		12,387			12,831
Commercial - Owner Occupied		257,675			251,456
Commercial - Non-Owner Occupied & Multifamily		352,892			348,879
Commercial and industrial loans:
SBA PPP loans		39			51
Other commercial and industrial loans		106,629			107,777
Marine loans		236,890			251,168
Consumer loans		34,076			42,419
Overdrafts		257			253
Other loans		11,951			12,895
Total loans	$	1,441,699		$	1,455,159
Net deferred loan costs and premiums		7,235			7,527
Allowance for credit losses		( 15,014	)		( 14,493	)
	$	1,433,920		$	1,448,193

At June 30, 2024 , the Company was servicing $ 10.0 million of loans for other financial institutions which are not included in the table above. Also excluded from the table above are net servicing assets of $ 181 thousand at June 30, 2024, which are recorded in other assets in the Consolidated Balance Sheets. When loans are sold with servicing retained, servicing assets are

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recorded which represent the Company's right to service loans that were sold. Servicing assets are initially recorded by the Company at fair value and are subsequently amortized in proportion to, and over the period of, estimated net servicing income.

Changes in the allowance for credit losses on loans for the three and six months ended June 30, 2024 and 2023 were as follows:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
	(in thousands)
Balance, beginning	$	14,448		$	13,950		$	14,493		$	11,218
Cumulative effect adjustment for adoption of ASC 326		—			—			—			2,077
Provision for credit losses		314			410			789			1,119
Recoveries added to the allowance		424			203			609			224
Credit losses charged to the allowance		( 172	)		( 52	)		( 877	)		( 127	)
Balance, ending	$	15,014		$	14,511		$	15,014		$	14,511

Past due loans by class at June 30, 2024 and December 31, 2023 were as follows:


	June 30, 2024
	(in thousands)
	30 - 59 Days Past Due		60 - 89 Days Past Due		90 or More Days Past Due		Total Past Due		Current		Total Loans		90 or More Days Past Due Still Accruing
Mortgage real estate loans:
Construction & Secured by Farmland	$	—	$	—	$	—	$	—	$	81,609	$	81,609	$	—
HELOCs		18		—		—		18		46,679		46,697		—
Residential First Lien - Investor		—		—		1,063		1,063		111,727		112,790		—
Residential First Lien - Owner Occupied		173		—		97		270		187,537		187,807		—
Residential Junior Liens		—		—		—		—		12,387		12,387		—
Commercial - Owner Occupied		—		—		—		—		257,675		257,675		—
Commercial - Non-Owner Occupied & Multifamily		—		—		—		—		352,892		352,892		—
Commercial and industrial loans:
SBA PPP loans		—		—		—		—		39		39		—
Other commercial and industrial loans		—		—		3		3		106,626		106,629		—
Marine loans		448		1,004		—		1,452		235,438		236,890		—
Consumer loans		419		82		167		668		33,408		34,076		167
Overdrafts		—		—		—		—		257		257		—
Other loans		—		—		—		—		11,951		11,951		—
Total	$	1,058	$	1,086	$	1,330	$	3,474	$	1,438,225	$	1,441,699	$	167

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	December 31, 2023
	(in thousands)
	30 - 59 Days Past Due		60 - 89 Days Past Due		90 or More Days Past Due		Total Past Due		Current		Total Loans		90 or More Past Due Still Accruing
Mortgage real estate loans:
Construction & Secured by Farmland	$	—	$	—	$	—	$	—	$	84,145	$	84,145	$	—
HELOCs		—		—		—		—		47,674		47,674		—
Residential First Lien - Investor		844		253		—		1,097		116,334		117,431		—
Residential First Lien - Owner Occupied		—		78		149		227		177,953		178,180		—
Residential Junior Liens		—		—		9		9		12,822		12,831		—
Commercial - Owner Occupied		—		—		—		—		251,456		251,456		—
Commercial - Non-Owner Occupied & Multifamily		—		—		—		—		348,879		348,879		—
Commercial and industrial loans:
SBA PPP loans		—		—		—		—		51		51		—
Other commercial and industrial loans		9		—		26		35		107,742		107,777		14
Marine loans		—		—		552		552		250,616		251,168		—
Consumer loans		173		—		167		340		42,079		42,419		167
Overdrafts		—		—		—		—		253		253		—
Other loans		—		—		—		—		12,895		12,895		—
Total	$	1,026	$	331	$	903	$	2,260	$	1,452,899	$	1,455,159	$	181

Nonaccrual loans by class at June 30, 2024 and December 31, 2023 were as follows:


	June 30, 2024						December 31, 2023
	(in thousands)						(in thousands)
	Nonaccruals with No Allowance for Credit Losses		Nonaccrual with an Allowance for Credit Losses		Nonaccrual Loans		Nonaccruals with No Allowance for Credit Losses		Nonaccrual with an Allowance for Credit Losses		Nonaccrual Loans
Mortgage real estate loans:
Construction & Secured by Farmland	$	—	$	—	$	—	$	95	$	—	$	95
HELOCs		—		—		—		15		—		15
Residential First Lien - Investor		1,063		—		1,063		1,085		—		1,085
Residential First Lien - Owner Occupied		172		—		172		228		—		228
Residential Junior Liens		—		—		—		11		—		11
Commercial - Owner Occupied		—		—		—		22		—		22
Commercial - Non-Owner Occupied & Multifamily		—		—		—		3,625		—		3,625
Commercial and industrial loans:
SBA PPP loans		—		—		—		—		—		—
Other commercial and industrial loans		3		969		972		12		—		12
Marine loans		496		—		496		552		—		552
Consumer loans		—		—		—		—		—		—
Overdrafts		—		—		—		—		—		—
Other loans		—		—		—		—		—		—
Total	$	1,734	$	969	$	2,703	$	5,645	$	—	$	5,645

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The allowance for credit losses on loans by segment at June 30, 2024 and December 31, 2023 was as follows:


	As of and For the Six Months Ended
	June 30, 2024
	(in thousands)
	Construction and Farmland			Residential Real Estate			Commercial Real Estate & MultiFamily			Commercial			Marine			Consumer			All Other Loans			Unallocated		Total
Allowance for credit losses:
Beginning Balance	$	772		$	4,725		$	6,224		$	1,027		$	1,153		$	198		$	394		$	—	$	14,493
Charge-Offs		( 94	)		( 62	)		( 7	)		( 75	)		( 453	)		( 117	)		( 69	)		—		( 877	)
Recoveries		6			300			162			30			—			104			7			—		609
Provision		169			( 384	)		( 469	)		512			752			( 16	)		( 11	)		236		789
Ending balance	$	853		$	4,579		$	5,910		$	1,494		$	1,452		$	169		$	321		$	236	$	15,014
Ending balance: Individually evaluated for impairment	$	—		$	—		$	—		$	346		$	—		$	—		$	—		$	—	$	346
Ending balance: Collectively evaluated for impairment	$	853		$	4,579		$	5,910		$	1,148		$	1,452		$	169		$	321		$	236	$	14,668
Loans:
Ending balance	$	81,609		$	359,681		$	610,567		$	106,668		$	236,890		$	34,076		$	12,208		$	—	$	1,441,699
Ending balance: Individually evaluated for impairment	$	—		$	1,203		$	—		$	969		$	496		$	—		$	—		$	—	$	2,668
Ending balance: Collectively evaluated for impairment	$	81,609		$	358,478		$	610,567		$	105,699		$	236,394		$	34,076		$	12,208		$	—	$	1,439,031

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	As of and For the Year Ended
	December 31, 2023
	(in thousands)
	Construction and Farmland			Residential Real Estate		Commercial Real Estate & MultiFamily		Commercial			Marine			Consumer			All Other Loans			Unallocated		Total
Allowance for credit losses:
Beginning Balance	$	2,714		$	1,735	$	2,221	$	2,222		$	1,555		$	299		$	472		$	—	$	11,218
Cumulative effect adjustment for adoption of ASC 326		( 1,840	)		1,933		3,584		( 1,102	)		( 285	)		( 123	)		( 90	)		—		2,077
Charge-Offs		—			—		—		( 312	)		( 126	)		( 121	)		( 182	)		—		( 741	)
Recoveries		8			18		—		43			—			48			181			—		298
Provision		( 110	)		1,039		419		176			9			95			13			—		1,641
Ending balance	$	772		$	4,725	$	6,224	$	1,027		$	1,153		$	198		$	394		$	—	$	14,493
Ending balance: Individually evaluated for impairment	$	—		$	—	$	—	$	—		$	—		$	—		$	—		$	—	$	—
Ending balance: Collectively evaluated for impairment	$	772		$	4,725	$	6,224	$	1,027		$	1,153		$	198		$	394		$	—	$	14,493
Loans:
Ending balance	$	84,145		$	356,116	$	600,335	$	107,828		$	251,168		$	42,419		$	13,148		$	—	$	1,455,159
Ending balance: Individually evaluated for impairment	$	95		$	1,288	$	3,639	$	—		$	552		$	—		$	—		$	—	$	5,574
Ending balance: Collectively evaluated for impairment	$	84,050		$	354,828	$	596,696	$	107,828		$	250,616		$	42,419		$	13,148		$	—	$	1,449,585

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The following table presents the amortized cost basis of collateral-dependent loans by loan portfolio segment:


	June 30, 2024						December 31, 2023
	(in thousands)						(in thousands)
(in thousands)	Real Estate Collateral		Other Collateral		Total		Real Estate Collateral		Other Collateral		Total
Mortgage real estate loans:
Construction & Secured by Farmland	$	—	$	—	$	—	$	95	$	—	$	95
HELOCs		—		—		—		—		—		—
Residential First Lien - Investor		1,063		—		1,063		1,086		—		1,086
Residential First Lien - Owner Occupied		140		—		140		194		—		194
Residential Junior Liens		—		—		—		8		—		8
Commercial - Owner Occupied		—		—		—		14		—		14
Commercial - Non-Owner Occupied & Multifamily		—		—		—		3,625		—		3,625
Commercial and industrial loans:
SBA PPP loans		—		—		—		—		—		—
Other commercial and industrial loans		—		969		969		—		—		—
Marine loans		—		496		496		—		552		552
Consumer loans		—		—		—		—		—		—
Overdrafts		—		—		—		—		—		—
Other loans		—		—		—		—		—		—
	$	1,203	$	1,465	$	2,668	$	5,022	$	552	$	5,574

The Company did not identify any significant changes in the extent to which collateral secures its collateral dependent loans, whether in the form of general deterioration or from other factors during the period ended June 30, 2024.


Pass		Pass loans exhibit acceptable history of profits, cash flow ability and liquidity. Sufficient cash flow exists to service the loan. All obligations have been paid by the borrower in an as agreed manner.
Special Mention		Special mention loans exhibit negative trends and potential weakness that, if left uncorrected, may negatively affect the borrower’s ability to repay its obligations. Loan relationships with stale financial statements at their annual review will also cause a downgrade to special mention until current financials are received and upgrade is approved. The risk of default is not imminent and the borrower still demonstrates sufficient financial strength to service debt.
Classified		Classified loans include loans rated Substandard, Doubtful and Loss.
		• Substandard loans exhibit well defined weaknesses resulting in a higher probability of default. The borrowers exhibit adverse financial trends and a diminishing ability or willingness to service debt.
		• Doubtful loans exhibit all of the characteristics inherent in substandard loans; however given the severity of weaknesses, the collection of 100% of the principal is unlikely under current conditions.
		• Loss loans are considered uncollectible over a reasonable period of time and of such little value that its continuance as a bankable asset is not warranted.

Credit quality information by class at June 30, 2024 was as follows:

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	Term Loans Amortized Cost Basis by Origination Year
(in thousands)	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total

Mortgage real estate loans:
Construction & Secured by Farmland
Pass	$	7,508	$	31,614	$	17,577	$	3,939	$	4,732	$	5,074	$	3,042	$	—	$	73,486
Special Mention		—		6,922		—		—		—		1,026		—		—		7,948
Classified		—		—		—		—		140		35		—		—		175
Total	$	7,508	$	38,536	$	17,577	$	3,939	$	4,872	$	6,135	$	3,042	$	—	$	81,609
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	94	$	—	$	—	$	94
HELOCs
Pass	$	—	$	—	$	—	$	—	$	—	$	—	$	46,697	$	—	$	46,697
Special Mention		—		—		—		—		—		—		—		—		—
Classified		—		—		—		—		—		—		—		—		—
Total	$	—	$	—	$	—	$	—	$	—	$	—	$	46,697	$	—	$	46,697
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	14	$	—	$	—	$	14
Residential First Lien - Investor
Pass	$	5,196	$	15,410	$	21,631	$	28,308	$	10,211	$	23,963	$	—	$	1,131	$	105,850
Special Mention		—		2,650		985		1,342		598		302		—		—		5,877
Classified		—		—		—		1,063		—		—		—		—		1,063
Total	$	5,196	$	18,060	$	22,616	$	30,713	$	10,809	$	24,265	$	—	$	1,131	$	112,790
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Residential First Lien - Owner Occupied
Pass	$	16,430	$	55,811	$	33,754	$	23,286	$	35,010	$	22,310	$	—	$	521	$	187,122
Special Mention		46		—		—		—		—		47		—		—		93
Classified		—		—		—		—		—		592		—		—		592
Total	$	16,476	$	55,811	$	33,754	$	23,286	$	35,010	$	22,949	$	—	$	521	$	187,807
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	38	$	—	$	—	$	38
Residential Junior Liens
Pass	$	433	$	2,490	$	2,732	$	1,983	$	1,361	$	3,176	$	—	$	182	$	12,357
Special Mention		—		—		—		—		—		—		—		—		—
Classified		—		—		—		—		—		15		—		15		30
Total	$	433	$	2,490	$	2,732	$	1,983	$	1,361	$	3,191	$	—	$	197	$	12,387
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	10	$	—	$	—	$	10
Commercial - Owner Occupied
Pass	$	16,924	$	33,974	$	57,176	$	33,998	$	21,402	$	48,076	$	1,715	$	4,157	$	217,422
Special Mention		—		1,432		13,360		5,374		2,578		16,070		—		—		38,814
Classified		—		—		—		949		490		—		—		—		1,439
Total	$	16,924	$	35,406	$	70,536	$	40,321	$	24,470	$	64,146	$	1,715	$	4,157	$	257,675
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

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Commercial - Non-Owner Occupied & Multifamily
Pass	$	9,633	$	56,670	$	112,833	$	65,383	$	65,416	$	17,107	$	1,196	$	5,469	$	333,707
Special Mention		—		2,110		10,728		1,983		3,549		815		—		—		19,185
Classified		—		—		—		—		—		—		—		—		—
Total	$	9,633	$	58,780	$	123,561	$	67,366	$	68,965	$	17,922	$	1,196	$	5,469	$	352,892
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	7	$	—	$	—	$	7
Commercial and industrial loans:
SBA PPP loans
Pass	$	—	$	—	$	—	$	39	$	—	$	—	$	—	$	—	$	39
Special Mention		—		—		—		—		—		—		—		—		—
Classified		—		—		—		—		—		—		—		—		—
Total	$	—	$	—	$	—	$	39	$	—	$	—	$	—	$	—	$	39
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Other commercial and industrial loans
Pass	$	18,358	$	10,313	$	24,421	$	7,627	$	3,953	$	5,824	$	29,423	$	1,081	$	101,000
Special Mention		—		2,458		—		30		—		40		1,829		300		4,657
Classified		—		969		—		—		3		—		—		—		972
Total	$	18,358	$	13,740	$	24,421	$	7,657	$	3,956	$	5,864	$	31,252	$	1,381	$	106,629
Current period gross charge-offs	$	—	$	11	$	9	$	—	$	55	$	—	$	—	$	—	$	75
Marine loans
Pass	$	—	$	78,246	$	124,394	$	33,100	$	654	$	—	$	—	$	—	$	236,394
Special Mention		—		—		—		—		—		—		—		—		—
Classified		—		496		—		—		—		—		—		—		496
Total	$	—	$	78,742	$	124,394	$	33,100	$	654	$	—	$	—	$	—	$	236,890
Current period gross charge-offs	$	—	$	366	$	87	$	—	$	—	$	—	$	—	$	—	$	453
Consumer loans
Pass	$	1,720	$	2,658	$	13,206	$	5,765	$	8,208	$	1,209	$	1,272	$	38	$	34,076
Special Mention		—		—		—		—		—		—		—		—		—
Classified		—		—		—		—		—		—		—		—		—
Total	$	1,720	$	2,658	$	13,206	$	5,765	$	8,208	$	1,209	$	1,272	$	38	$	34,076
Current period gross charge-offs	$	82	$	10	$	—	$	25	$	—	$	—	$	—	$	—	$	117
Overdrafts
Pass	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Special Mention		—		—		—		—		—		—		—		—		—
Classified		257		—		—		—		—		—		—		—		257
Total	$	257	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	257
Current period gross charge-offs	$	69	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	69
Other loans
Pass	$	—	$	62	$	9,431	$	—	$	—	$	2,396	$	59	$	3	$	11,951
Special Mention		—		—		—		—		—		—		—		—		—
Classified		—		—		—		—		—		—		—		—		—
Total	$	—	$	62	$	9,431	$	—	$	—	$	2,396	$	59	$	3	$	11,951
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total by Risk Category

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Pass	$	76,202	$	287,248	$	417,155	$	203,428	$	150,947	$	129,135	$	83,404	$	12,582	$	1,360,101
Special Mention		46		15,572		25,073		8,729		6,725		18,300		1,829		300		76,574
Classified		257		1,465		—		2,012		633		642		—		15		5,024
Total	$	76,505	$	304,285	$	442,228	$	214,169	$	158,305	$	148,077	$	85,233	$	12,897	$	1,441,699
Total current period gross charge-offs	$	151	$	387	$	96	$	25	$	55	$	163	$	—	$	—	$	877

Credit quality information by class at December 31, 2023 was as follows:

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	Term Loans Amortized Cost Basis by Origination Year
(in thousands)	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total

Mortgage real estate loans:
Construction & Secured by Farmland
Pass	$	34,617	$	21,460	$	7,584	$	4,851	$	2,389	$	2,829	$	7,052	$	57	$	80,839
Special Mention		—		1,173		—		—		1,040		815		—		—		3,028
Classified		—		—		—		145		—		133		—		—		278
Total	$	34,617	$	22,633	$	7,584	$	4,996	$	3,429	$	3,777	$	7,052	$	57	$	84,145
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
HELOCs
Pass	$	—	$	—	$	—	$	—	$	—	$	—	$	47,610	$	—	$	47,610
Special Mention		—		—		—		—		—		—		49		—		49
Classified		—		—		—		—		—		—		15		—		15
Total	$	—	$	—	$	—	$	—	$	—	$	—	$	47,674	$	—	$	47,674
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Residential First Lien - Investor
Pass	$	19,394	$	23,205	$	31,371	$	10,667	$	4,054	$	22,265	$	—	$	367	$	111,323
Special Mention		—		1,273		—		1,180		626		1,944		—		—		5,023
Classified		—		—		1,085		—		—		—		—		—		1,085
Total	$	19,394	$	24,478	$	32,456	$	11,847	$	4,680	$	24,209	$	—	$	367	$	117,431
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Residential First Lien - Owner Occupied
Pass	$	59,007	$	33,793	$	23,749	$	35,783	$	3,932	$	20,413	$	—	$	589	$	177,266
Special Mention		—		—		—		—		—		258		—		—		258
Classified		—		—		—		—		—		656		—		—		656
Total	$	59,007	$	33,793	$	23,749	$	35,783	$	3,932	$	21,327	$	—	$	589	$	178,180
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Residential Junior Liens
Pass	$	2,562	$	2,902	$	3,429	$	1,486	$	606	$	1,613	$	—	$	189	$	12,787
Special Mention		—		—		—		—		—		—		—		—		—
Classified		—		—		—		—		—		27		—		17		44
Total	$	2,562	$	2,902	$	3,429	$	1,486	$	606	$	1,640	$	—	$	206	$	12,831
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

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Commercial - Owner Occupied
Pass	$	36,736	$	68,868	$	40,707	$	22,871	$	13,971	$	50,059	$	3,088	$	4,364	$	240,664
Special Mention		—		3,817		64		2,145		1,877		1,402		—		—		9,305
Classified		—		—		967		498		—		8		—		14		1,487
Total	$	36,736	$	72,685	$	41,738	$	25,514	$	15,848	$	51,469	$	3,088	$	4,378	$	251,456
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial - Non-Owner Occupied & Multifamily
Pass	$	56,510	$	88,518	$	64,005	$	65,075	$	15,563	$	34,619	$	1,196	$	5,651	$	331,137
Special Mention		624		4,748		3,685		5,060		—		—		—		—		14,117
Classified		—		—		—		2,355		—		1,270		—		—		3,625
Total	$	57,134	$	93,266	$	67,690	$	72,490	$	15,563	$	35,889	$	1,196	$	5,651	$	348,879
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial and industrial loans:
SBA PPP loans
Pass	$	—	$	—	$	51	$	—	$	—	$	—	$	—	$	—	$	51
Special Mention		—		—		—		—		—		—		—		—		—
Classified		—		—		—		—		—		—		—		—		—
Total	$	—	$	—	$	51	$	—	$	—	$	—	$	—	$	—	$	51
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Other commercial and industrial loans
Pass	$	15,052	$	26,798	$	8,659	$	4,824	$	2,629	$	3,898	$	43,188	$	1,005	$	106,053
Special Mention		1,125		—		—		13		1		9		220		344		1,712
Classified		—		—		—		3		—		—		9		—		12
Total	$	16,177	$	26,798	$	8,659	$	4,840	$	2,630	$	3,907	$	43,417	$	1,349	$	107,777
Current period gross charge-offs	$	231	$	81	$	—	$	—	$	—	$	—	$	—	$	—	$	312
Marine loans
Pass	$	86,001	$	128,456	$	35,492	$	667	$	—	$	—	$	—	$	—	$	250,616
Special Mention		—		—		—		—		—		—		—		—		—
Classified		367		185		—		—		—		—		—		—		552
Total	$	86,368	$	128,641	$	35,492	$	667	$	—	$	—	$	—	$	—	$	251,168
Current period gross charge-offs	$	—	$	126	$	—	$	—	$	—	$	—	$	—	$	—	$	126
Consumer loans
Pass	$	3,427	$	13,950	$	6,205	$	8,687	$	1,747	$	21	$	8,354	$	28	$	42,419
Special Mention		—		—		—		—		—		—		—		—		—
Classified		—		—		—		—		—		—		—		—		—
Total	$	3,427	$	13,950	$	6,205	$	8,687	$	1,747	$	21	$	8,354	$	28	$	42,419

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Current period gross charge-offs	$	—	$	3	$	—	$	66	$	—	$	—	$	52	$	—	$	121
Overdrafts
Pass	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Special Mention		—		—		—		—		—		—		—		—		—
Classified		253		—		—		—		—		—		—		—		253
Total	$	253	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	253
Current period gross charge-offs	$	182	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	182
Other loans
Pass	$	69	$	10,176	$	—	$	—	$	—	$	2,587	$	55	$	8	$	12,895
Special Mention		—		—		—		—		—		—		—		—		—
Classified		—		—		—		—		—		—		—		—		—
Total	$	69	$	10,176	$	—	$	—	$	—	$	2,587	$	55	$	8	$	12,895
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total by Risk Category
Pass	$	313,375	$	418,126	$	221,252	$	154,911	$	44,891	$	138,304	$	110,543	$	12,258	$	1,413,660
Special Mention		1,749		11,011		3,749		8,398		3,544		4,428		269		344		33,492
Classified		620		185		2,052		3,001		—		2,094		24		31		8,007
Total	$	315,744	$	429,322	$	227,053	$	166,310	$	48,435	$	144,826	$	110,836	$	12,633	$	1,455,159
Total current period gross charge-offs	$	413	$	210	$	—	$	66	$	—	$	—	$	52	$	—	$	741

Unfunded Commitments: The Company maintains a separate reserve for credit losses on unfunded commitments, which is included in Other Liabilities on the Consolidated Balance Sheet. The reserve for credit losses on off-balance-sheet credit exposures is adjusted as a provision for credit losses in the consolidated income statement. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded, utilizing the same models and approaches for the Company's other loan portfolio segments, as these unfunded commitments share similar risk characteristics as its loan portfolio segments. The Company has identified the unfunded portion of certain lines of credit as unconditionally cancellable credit exposures, meaning the Company can cancel the unfunded commitment at any time. No credit loss estimate is reported for off-balance-sheet credit exposures that are unconditionally cancellable by the Company or for undrawn amounts under such arrangements that maybe drawn prior to the cancellation of the arrangement.

During the three and six months ended June 30, 2024 , a reduction to the unfunded commitment reserve of $ 134 thousand was recorded as a credit to the provision for credit losses in the consolidated income statement. On January 1, 2023, the Company recorded an adjustment for unfunded commitments of $ 406 thousand for the adoption of ASC 326. For the three and six months ended June 30, 2023 , a reduction to the unfunded commitment reserve of $ 7 thousand and $ 52 thousand, respectively, was recorded as a credit to the provision for credit losses in the consolidated income statement. The reserve for unfunded commitments at June 30, 2024 and 2023 and December 31, 2023 was $ 345 thousand, $ 417 thousand, and $ 479 thousand, respectively.

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NOTE 6. Restructurings for Borrowers Experiencing Financial Difficulty

There were no loans modified during the three and six months ended June 30, 2024, or the three months ended June 30, 2023 . The following table presents the amortized cost of two loans that were modified during the six months ended June 30, 2023 by loan portfolio segment:


	For the Six Months Ended June 30,
	2023
	(Dollars in thousands)
	Term Extension		Total		% of Total Class of Loans
Mortgage real estate loans:
Residential First Lien - Owner Occupied	$	355	$	355		0.25	%
Total	$	355	$	355

None of the loans that were modified defaulted during the six months ended June 30, 2023 and the loans remain current with contractual payments as of June 30, 2024. The financial effects of the term extensions during the prior-year period added a weighted average of 1.0 years to the life of loans which reduced the payment amounts for the borrowers.

Management defines default as over 30 days contractually past due under the modified terms, the foreclosure and/or repossession of the collateral, or the charge-off of the loan during the twelve-month period subsequent to the modification.

N OTE 7. Deposits

The composition of deposits at June 30, 2024 and December 31, 2023 was as follows:


	June 30, 2024		December 31, 2023
	(in thousands)
Noninterest bearing demand deposits	$	415,017	$	436,619
Savings and interest bearing demand deposits:
NOW accounts	$	257,819	$	253,353
Money market accounts		255,481		263,633
Regular savings accounts		134,058		139,453
	$	647,358	$	656,439
Time deposits:
Balances of less than $250,000	$	267,837	$	257,418
Balances of $250,000 and more		158,372		155,846
	$	426,209	$	413,264
	$	1,488,584	$	1,506,322

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NOTE 8. Leases

Lease liabilities represent the Company’s obligation to make lease payments and are presented at each reporting date as the net present value of the remaining contractual cash flows. Cash flows are discounted at the Company’s incremental borrowing rate in effect at the commencement date of the lease. Right-of-use assets represent the Company’s right to use the underlying asset for the lease term and are calculated as the sum of the lease liability and if applicable, prepaid rent, initial direct costs and any incentives received from the lessor.

The Company’s four long-term lease agreements are classified as operating leases. These leases offer the option to extend the lease term and the Company has included such extensions in its calculation of the lease liability to the extent the options are reasonably certain of being exercised. The lease agreements do not provide for a residual value guarantee and have no restrictions or covenants that would impact dividends or require incurring additional financial obligations.

The following tables present information about the Company’s leases:


(dollars in thousands)
	June 30, 2024			December 31, 2023
Lease liabilities	$	4,485		$	4,653
Right-of-use assets	$	4,194		$	4,387
Weighted average remaining lease term	13 years			14 years
Weighted average discount rate		3.13	%		3.09	%

	Three Months Ended						Six Months Ended
Lease Cost	June 30, 2024			June 30, 2023			June 30, 2024		June 30, 2023
Operating lease cost	$	132		$	132		$	264	$	267
Short-term lease cost		4			4			7		7
Total lease cost	$	136		$	136		$	271	$	274

Cash paid for amounts included in the measurement of lease liabilities	$	119		$	116		$	239	$	235

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liabilities is as follows:


(dollars in thousands)	As of
Lease payments due	June 30, 2024
Twelve months ending June 30, 2025	$	489
Twelve months ending June 30, 2026		458
Twelve months ending June 30, 2027		390
Twelve months ending June 30, 2028		393
Twelve months ending June 30, 2029		398
Thereafter		3,554
Total undiscounted cash flows	$	5,682
Discount		( 1,197	)
Lease liabilities	$	4,485

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NOTE 9. Fair Value Measurements

GAAP requires the Company to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

“Fair Value Measurements” defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:


•	Level 1	Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

•	Level 2	Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

•	Level 3	Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The following section provides a description of the valuation methodologies used for instruments measured at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy:

Securities Available for Sale: Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would include highly liquid government bonds, mortgage products and exchange traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flow. Level 2 securities would include U.S. agency securities, mortgage-backed agency securities, obligations of states and political subdivisions and certain corporate, asset backed and other securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy.

Derivative instruments are recorded at fair value on a recurring basis. The Company utilizes derivative instruments as part of the management of interest rate risk to modify the re-pricing characteristics of certain portions of the Company’s interest-bearing assets and liabilities. The Company has contracted with a third-party vendor to provide valuations for derivatives using standard valuation techniques and therefore classifies such valuations as Level 2. The Company has considered counterparty credit risk in the valuation of its derivative assets and has considered its own credit risk in the valuation of its derivative liabilities.

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The following table presents balances of financial assets and liabilities measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023:


			Fair Value Measurements at
			June 30, 2024
			Using
	Balance as of		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	June 30, 2024		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Assets:
Securities available for sale
Obligations of U.S. government corporations and agencies	$	8,263	$	—	$	8,263	$	—
Mortgage-backed securities		111,749		—		111,749		—
Obligations of states and political subdivisions		5,375		—		5,375		—
Subordinated debt		4,102		—		4,102		—
Derivative:
Interest rate swaps		1,478		—		1,478		—
Total assets at fair value	$	130,967	$	—	$	130,967	$	—
Liabilities:
Interest rate swaps	$	1,478	$	—	$	1,478	$	—
Total liabilities at fair value	$	1,478	$	—	$	1,478	$	—

			Fair Value Measurements at
			December 31, 2023
			Using
	Balance as of		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	December 31, 2023		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Assets:
Securities available for sale
Obligations of U.S. government corporations and agencies	$	8,591	$	—	$	8,591	$	—
Mortgage-backed securities		118,822		—		118,822		—
Obligations of states and political subdivisions		5,931		—		5,931		—
Subordinated debt		4,099		—		4,099		—
Derivative:
Interest rate swap		1,465		—		1,465		—
Total assets at fair value	$	138,908	$	—	$	138,908	$	—
Liabilities:
Interest rate swap		1,465		—		1,465		—
Total liabilities at fair value	$	1,465	$	—	$	1,465	$	—

Certain financial assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower of cost or market accounting or write downs of individual assets.

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The following describes the valuation techniques used by the Company to measure certain financial and nonfinancial assets recorded at fair value on a nonrecurring basis in the financial statements:

Loans Held for Sale: Loans held for sale are carried at the lower of cost or market value. These loans currently consist of one-to-four family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). The Company records any fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale during six months ended June 30, 2024 and the year ended December 31, 2023.

Individually Evaluated Collateral-Dependent Loans: The estimated fair value of individually evaluated collateral-dependent loans is based on the value of the underlying collateral or the value of the underlying collateral, less estimated cost to sell, as appropriate. Collateral is generally real estate; however, collateral may include vehicles, equipment, inventory, accounts receivable, and/or other business assets. The value of real estate collateral is determined using a market valuation approach based on an appraisal conducted by an independent, licensed appraiser. The value of other assets may also be based on an appraisal, market quotations, aging schedules or other sources. Collateral-dependent individually evaluated loans are classified within Level 3 of the fair value hierarchy. Any fair value adjustments are recorded in the period incurred as a provision for credit losses on the Consolidated Statements of Income. At June 30, 2024 there was one collateral-dependent relationship totaling $ 969 thousand, which was individually evaluated and being carried at fair value of $ 623 thousand. This relationship consists of three commercial business loans collateralized by equipment. There were no individually evaluated collateral dependent loans recorded at fair value at December 31, 2023.

Other Real Estate Owned: Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at the fair value of the property, less estimated selling costs, establishing a new costs basis. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for credit losses. Costs of significant property improvements are capitalized, whereas costs relating to holding property are expensed. The portion of interest costs relating to development of real estate is capitalized. Valuations are periodically obtained by management, and any subsequent write-downs are recorded as a charge to operations, if necessary, to reduce the carrying value of a property to fair value less cost to sell. The fair value measurement of real estate held in other real estate owned is assessed in the same manner as collateral-dependent loans described above. We believe that the fair value follows the provisions of GAAP. The Company held no other real estate owned at June 30, 2024 or December 31, 2023.

Repossessed Assets: Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at the fair value of the asset, less estimated selling costs, establishing a new costs basis. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for credit losses. Costs of significant improvements are capitalized, whereas costs relating to holding assets are expensed. Valuations are periodically obtained by management, and any subsequent write-downs are recorded as a charge to operations, if necessary, to reduce the carrying value of an asset to fair value less cost to sell. The fair value measurement of repossessed assets is assessed in the same manner as collateral dependent loans described above. We believe that the fair value follows the provisions of GAAP. The Company held $ 403 thousand and $ 304 thousand at June 30, 2024 and December 31, 2023.

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The following table displays quantitative information about Level 3 Fair Value Measurements for certain financial assets measured at fair value on a nonrecurring basis for June 30, 2024 and December 31, 2023.


	Quantitative information about Level 3 Fair Value Measurements
	June 30, 2024
	Valuation Technique(s)	Unobservable Input	Range	Weighted Average (1)
Assets:
Collateral-dependent loans	Discounted value	Selling cost	36 %	36 %
Repossessed assets	Discounted appraised value	Selling cost	10 %	10 %

	Quantitative information about Level 3 Fair Value Measurements
	December 31, 2023
	Valuation Technique(s)	Unobservable Input	Range	Weighted Average (1)
Assets:
Repossessed assets	Discounted appraised value	Selling cost	10 %	10 %

(1) Weighted based on the relative fair value of the specific items measured at fair value.

The following table summarizes the Company's nonfinancial assets that were measured at fair value on a nonrecurring basis at June 30, 2024 and December 31, 2023.


			Carrying value at
			June 30, 2024
	Balance as of		Identical Assets		Observable Inputs		Unobservable Inputs
	June 30, 2024		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Financial Assets:
Collateral-dependent loans	$	623	$	—	$	—	$	623
Nonfinancial Assets:
Repossessed assets		403		—		—		403
			Carrying value at
			December 31, 2023
	Balance as of		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	December 31, 2023		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Nonfinancial Assets:
Repossessed assets	$	304	$	—	$	—	$	304

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The carrying value and fair value of the Company’s financial instruments at June 30, 2024 and December 31, 2023 were as follows:


	Fair Value Measurements at
	June 30, 2024
	Using
	Carrying Value as of		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Fair Value as of
	June 30, 2024		(Level 1)		(Level 2)		(Level 3)		June 30, 2024
	(in thousands)
Financial assets:
Cash and short-term investments	$	123,655	$	123,655	$	—	$	—	$	123,655
Securities		129,489		—		129,489		—		129,489
Restricted investments		8,780		—		8,780		—		8,780
Loans held for sale		3,058				3,058		—		3,058
Loans, net		1,433,920		—		—		1,349,266		1,349,266
Bank owned life insurance		30,103		—		30,103		—		30,103
Accrued interest receivable		5,005		—		5,005		—		5,005
Interest rate swaps		1,478		—		1,478		—		1,478
Financial liabilities:
Deposits	$	1,488,584	$	—	$	1,488,392	$	—	$	1,488,392
Federal funds purchased		302		—		302		—		302
Federal Home Loan Bank advances, long-term		145,000		—		144,551		—		144,551
Subordinated debt, net of unamortized issuance costs		29,478		—		25,136		—		25,136
Accrued interest payable		2,363		—		2,363		—		2,363
Interest rate swaps		1,478		—		1,478		—		1,478


	Fair Value Measurements at
	December 31, 2023
	Using
	Carrying Value as of		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Fair Value as of
	December 31, 2023		(Level 1)		(Level 2)		(Level 3)		December 31, 2023
	(in thousands)
Financial assets:
Cash and short-term investments	$	138,353	$	138,353	$	—	$	—	$	138,353
Securities		137,443		—		137,443		—		137,443
Restricted Investments		9,568		—		9,568		—		9,568
Loans held for sale		1,661				1,661		—		1,661
Loans, net		1,448,193		—		—		1,377,017		1,377,017
Bank owned life insurance		29,575		—		29,575		—		29,575
Accrued interest receivable		5,008		—		5,008		—		5,008
Interest rate swap		1,465		—		1,465		—		1,465
Financial liabilities:
Deposits	$	1,506,322	$	—	$	1,506,147	$	—	$	1,506,147
Federal Home Loan Bank advances, short-term		20,000		—		19,954		—		19,954
Federal Home Loan Bank advances, long-term		145,000		—		145,141		—		145,141
Subordinated debt, net of unamortized issuance costs		29,444		—		25,581		—		25,581
Accrued interest payable		2,364		—		2,364		—		2,364
Interest rate swap		1,465		—		1,465		—		1,465

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NOTE 10. Change in Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) includes unrealized gains and losses on available for sale securities and changes in benefit obligations and plan assets for the post retirement benefit plan. Changes to accumulated other comprehensive income (loss) are presented net of their tax effect as a component of equity. Reclassifications out of accumulated other comprehensive income (loss) are recorded in the Consolidated Statements of Income either as a gain or loss.

Changes to accumulated other comprehensive income (loss) by component are shown in the following table for the periods indicated:


	Three Months Ended
	June 30,
	2024								2023
	Unrealized Gains and Losses on Available for Sale Securities			Change in Benefit Obligations and Plan Assets for the Post Retirement Benefit Plan		Total			Unrealized Gains and Losses on Available for Sale Securities			Change in Benefit Obligations and Plan Assets for the Post Retirement Benefit Plan		Total
	(dollars in thousands)								(dollars in thousands)
April 1	$	( 19,827	)	$	10	$	( 19,817	)	$	( 17,485	)	$	14	$	( 17,471	)
Other comprehensive income (loss) before reclassifications		1,334			—		1,334			( 2,462	)		—		( 2,462	)
Tax effect of current period changes		( 280	)		—		( 280	)		517			—		517
Current period changes net of taxes		1,054			—		1,054			( 1,945	)		—		( 1,945	)
June 30	$	( 18,773	)	$	10	$	( 18,763	)	$	( 19,430	)	$	14	$	( 19,416	)


	Six Months Ended
	June 30,
	2024									2023
	Unrealized Gains and Losses on Available for Sale Securities			Change in Benefit Obligations and Plan Assets for the Post Retirement Benefit Plan			Total			Unrealized Gains and Losses on Available for Sale Securities			Change in Benefit Obligations and Plan Assets for the Post Retirement Benefit Plan			Total
	(dollars in thousands)									(dollars in thousands)
January 1	$	( 18,020	)	$	14		$	( 18,006	)	$	( 20,465	)	$	19		$	( 20,446	)
Other comprehensive (loss) income before reclassifications		( 953	)		( 5	)		( 958	)		1,310			( 8	)		1,302
Tax effect of current period changes		200			1			201			( 275	)		3			( 272	)
Current period changes net of taxes		( 753	)		( 4	)		( 757	)		1,035			( 5	)		1,030
June 30	$	( 18,773	)	$	10		$	( 18,763	)	$	( 19,430	)	$	14		$	( 19,416	)

For the three and six months ended June 30, 2024 and 2023 , there were no reclassifications out of accumulated other comprehensive income (loss).

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NOTE 11. Other Real Estate Owned

The following table is a summary of other real estate owned (“OREO”) activity for the six months ended June 30, 2024 and 2023 and the year ended December 31, 2023:


	Six Months Ended		Year Ended			Six Months Ended
	June 30,		December 31,			June 30,
	2024		2023			2023
	(in thousands)
Balance, beginning	$	—	$	108		$	108
Transfer from loans		—		—			—
Gain on foreclosures		—		—			—
Sales		—		( 108	)		( 108	)
Valuation adjustments		—		—			—
Balance, ending	$	—	$	—		$	—

There were no loans collateralized by residential real estate in the process of foreclosure at June 30, 2024 and December 31, 2023 .

NOTE 12. Qualified Affordable Housing Project Investments

The Company invests in qualified affordable housing projects. The general purpose of these investments is to encourage and assist participants in investing in low-income residential rental properties located in the Commonwealth of Virginia, develop and implement strategies to maintain projects as low-income housing, provide tax credits and other tax benefits to investors, and to preserve and protect project assets.

On January 1, 2024, the Company adopted ASU 2023-02, “Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method." The adoption resulted in an adjustment of $ 477 thousand, which reduced the investment and shareholders' equity balances.

At June 30, 2024 and December 31, 2023 , the balance of the investment for qualified affordable housing projects was $ 1.4 million and $ 2.0 million, respectively. These balances are reflected in Other assets on the Consolidated Balance Sheets. Total unfunded commitments related to the investments in qualified affordable housing projects totaled zero at both June 30, 2024 and December 31, 2023.

During each of the three months ended June 30, 2024 and June 30, 2023 , the Company recognized amortization expense of $ 74 thousand and $ 54 thousand, respectively. Amortization expense for the six months ended June 30, 2024 and 2023 was $ 147 thousand and $ 158 thousand, respectively.

Beginning in 2024, upon adoption of ASU 2023-02, the amortization expense was included in income tax expense, while in 2023 and prior it was included in Other operating expenses on the Consolidated Statements of Income.

Total estimated credits to be received during 2024 are $ 306 thousand based on the most recent quarterly estimates received from the funds. Total tax credits and other tax benefits recognized during the six months ended June 30, 2024 and 2023, were $ 153 thousand and $ 180 thousand, respectively .

NOTE 13. Recent Accounting Pronouncements and Other Authoritative Guidance

There are no recent accounting pronouncements that are expected to have a material impact on the Company's consolidated financial statements.

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NOTE 14. Borrowings

On March 31, 2022, the Company entered into Subordinated Note Purchase Agreements with certain purchasers pursuant to which the Company issued and sold $ 30.0 million in aggregate principal amount of its 4.50 % Fixed-to-Floating Rate Subordinated Notes due April 1, 2032 (the “Notes”).

The Company uses the net proceeds of the Notes offering for general corporate purposes, organic growth and to support the Bank’s regulatory capital ratios. The Notes were structured to qualify as Tier 2 capital for regulatory capital purposes at the holding company and bear an initial interest rate of 4.50 % until April 1, 2027 , with interest during this period payable semi-annually in arrears. From and including April 1, 2027, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual floating rate equal to three-month SOFR, plus 2.35 %, with interest during this period paya ble quarterly in arrears. The Notes are redeemable by the Company at its option, in whole or in part, on or after April 1, 2027 . Initial debt issuance costs were $ 673 thousand. The debt balance of $ 30.0 million is presented net of unamortized issuance costs of $ 522 thousand at June 30, 2024.

The Company had $ 145.0 million in total borrowings with the Federal Home Loan Bank of Atlanta ("FHLB") at June 30, 2024 , with no short-term borrowings outstanding and $ 145.0 million being long-term borrowings. The interest rates on the long-term borrowings with the FHLB ranged from 4.43 % to 4.83 %, with a weighted average rate of 4.65 %. Of the long-term FHLB borrowings, $ 50.0 million is due in 2024 , $ 55.0 million is due in 2025 and $ 40.0 million is due in 2026 . At December 31, 2023 , the Company had $ 145.0 million in long-term and $ 20.0 million in short-term outstanding borrowings with the FHLB. The Company had $ 122.0 million in irrevocable letters of credit at June 30, 2024 with the FHLB to secure public deposits.

NOTE 15. Derivatives

The Company uses derivative financial instruments primarily to manage risks to the Company associated with changing interest rates, and to assist customers with their risk management objectives. Derivative contracts that are not designated in a qualifying hedging relationships include customer accommodation loan swaps. The Company enters into interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Bank simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and offsetting terms. The net result of these interest rate swaps is that the customer pays a fixed rate of interest and the Company receives a floating rate. These back-to-back loan swaps are derivative financial instruments and are reported at fair value in “other assets” and “other liabilities” in the Consolidated Balance Sheets. Changes in the fair value of loan swaps are recorded in other noninterest income and sum to zero because of the offsetting terms of the swaps with borrowers and the swaps with dealer counterparties.

The following tables summarize key elements of the Company's derivative instruments at June 30, 2024 and December 31, 2023.


	June 30, 2024
	Notional Amount		Assets		Liabilities
	(in thousands)
Customer-related interest rate swap contracts:
Matched interest rate swaps with borrower	$	40,583	$	197	$	1,281
Matched interest rate swaps with counterparty		40,583		1,281		197

	December 31, 2023
	Notional Amount		Assets		Liabilities
	(in thousands)
Customer-related interest rate swap contracts:
Matched interest rate swaps with borrower	$	41,051	$	844	$	621
Matched interest rate swaps with counterparty		41,051		621		844

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NOTE 16. Business Segments

The Company has three reportable operating segments: community banking, marine lending and wealth management. Revenue from community banking operations consist primarily of net interest income related to investments in loan and securities and outstanding deposits and borrowings, fees earned on deposit accounts and debit card interchange activity. Revenue from marine lending operations consist primarily of net interest income related to commercial and consumer marine loans. The wealth management division's net revenues are comprised primarily of income from offering wealth management services and insurance products through third-party service providers.

On August 23, 2023, the Company completed a sale of specific assets from its marine lending segment. As part of the sale, the Company sold its interest in marine vessel floor plan loans totaling $ 52.8 million, its rights to service loans that had been sold to secondary market investors prior to the date of sale (valued at $ 595 thousand on balance sheet prior to sale), and other assets that were not individually significant. The Company received total consideration, net of selling expenses, of $ 53.5 million and recognized a gain of $ 435 thousand. The assets sold as well as their related revenues and contribution to earnings did not constitute a significant portion of the Company's assets or operating results for the year ended December 31, 2023. Subsequent to the sale of these assets, the Company retained ownership of its marine vessel retail loans which continue to constitute a significant portion of the Company's assets, revenues, and earnings. The Company expects to cease accepting new marine lending business and hold the retained outstanding loans until they are ultimately repaid.

Financial information of the parent company is included in the "All Other" category. The parent company's revenue and expenses are comprised primarily of interest expense associated with subordinated debt.

The following tables provide income and asset information as of June 30, 2024 and December 31, 2023 and for three and six months ended June 30, 2024 and 2023, which are included within the Consolidated Balance Sheets and Consolidated Statements of Income. The results by business segment are based on management’s accounting process, which assigns income statement items and assets to each operating segment. Given the Company's reportable segments are contained within the Bank, management must make certain allocations of expenses, which may not be representative of the costs expected to be incurred if the specific business segments operated as stand-alone entities. The Company expects it will continue to evaluate its business segments and internal reporting structure, including the production of discrete financial information to the chief operating decision-maker.

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	Three Months Ended
	June 30, 2024
	Community Banking		Marine Lending			Wealth Management		All Other			Eliminations		Consolidated
	(in thousands)
Interest Income	$	18,568	$	3,180		$	—	$	—		$	—	$	21,748
Interest Expense		7,815		1,412			—		355			—		9,582
Net Interest Income (Expense)		10,753		1,768			—		( 355	)		—		12,166
Gain on sales of loans		492		—			—		—			—		492
Other noninterest income		2,453		—			1,350		—			—		3,803
Net Revenue (Expense)		13,698		1,768			1,350		( 355	)		—		16,461
Provision for credit losses		207		( 26	)		—		—			—		181
Noninterest expense		11,662		135			618		95			—		12,510
Income (loss) before taxes		1,829		1,659			732		( 450	)		—		3,770
Income tax expense (benefit)		176		349			154		( 94	)		—		585
Net Income (Loss)	$	1,653	$	1,310		$	578	$	( 356	)	$	—	$	3,185

Other data:
Capital expenditures	$	421	$	—		$	—	$	—		$	—	$	421
Depreciation and amortization		245		—			31		17			—		293

	Three Months Ended
	June 30, 2023
	Community Banking		Marine Lending			Wealth Management		All Other			Eliminations		Consolidated
	(in thousands)
Interest Income	$	16,459	$	3,905		$	—	$	—		$	—	$	20,364
Interest Expense		6,085		1,482			—		355			—		7,922
Net Interest Income (Expense)		10,374		2,423			—		( 355	)		—		12,442
Gain on sales of loans		122		70			—		—			—		192
Other noninterest income		1,859		43			1,263		—			—		3,165
Net Revenue (Expense)		12,355		2,536			1,263		( 355	)		—		15,799
Provision for credit losses		446		( 43	)		—		—			—		403
Noninterest expense		10,756		1,358			670		171			—		12,955
Income (loss) before taxes		1,153		1,221			593		( 526	)		—		2,441
Income tax expense (benefit)		113		256			125		( 111	)		—		383
Net Income (Loss)	$	1,040	$	965		$	468	$	( 415	)	$	—	$	2,058

Other data:
Capital expenditures	$	490	$	19		$	—	$	—		$	—	$	509
Depreciation and amortization		218		97			32		17			—		364

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	Six Months Ended
	June 30, 2024
	Community Banking		Marine Lending		Wealth Management		All Other			Eliminations		Consolidated
	(in thousands)
Interest Income	$	37,018	$	6,642	$	—	$	—		$	—	$	43,660
Interest Expense		15,509		2,852		—		709			—		19,070
Net Interest Income (Expense)		21,509		3,790		—		( 709	)		—		24,590
Gain on sales of loans		653		—		—		—			—		653
Other noninterest income		4,385		—		2,728		—			—		7,113
Net Revenue (Expense)		26,547		3,790		2,728		( 709	)		—		32,356
Provision for credit losses		293		363		—		—			—		656
Noninterest expense		22,979		353		1,347		208			—		24,887
Income (loss) before taxes		3,275		3,074		1,381		( 917	)		—		6,813
Income tax expense (benefit)		321		646		290		( 177	)		—		1,080
Net Income (Loss)	$	2,954	$	2,428	$	1,091	$	( 740	)	$	—	$	5,733

Other data:
Capital expenditures	$	512	$	—	$	3	$	—		$	—	$	515
Depreciation and amortization		583		—		63		34			—		680

	Six Months Ended
	June 30, 2023
	Community Banking		Marine Lending		Wealth Management		All Other			Eliminations		Consolidated
	(in thousands)
Interest Income	$	31,700	$	7,222	$	—	$	—		$	—	$	38,922
Interest Expense		10,452		2,675		—		709			—		13,836
Net Interest Income (Expense)		21,248		4,547		—		( 709	)		—		25,086
Gain on sales of loans		336		312		—		—			—		648
Other noninterest income		3,721		93		2,421		—			—		6,235
Net Revenue (Expense)		25,305		4,952		2,421		( 709	)		—		31,969
Provision for credit losses		952		115		—		—			—		1,067
Noninterest expense		21,116		2,640		1,273		312			—		25,341
Income (loss) before taxes		3,237		2,197		1,148		( 1,021	)		—		5,561
Income tax expense (benefit)		440		461		242		( 225	)		—		918
Net Income (Loss)	$	2,797	$	1,736	$	906	$	( 796	)	$	—	$	4,643

Other data:
Capital expenditures	$	480	$	36	$	—	$	—		$	—	$	516
Depreciation and amortization		638		192		63		34			—		927


	Community Banking		Marine Lending		Wealth Management		All Other		Eliminations		Consolidated
Total assets at June 30, 2024	$	1,542,490	$	245,861	$	1,019	$	1,035	$	—	$	1,790,405
Total assets at December 31, 2023	$	1,562,600	$	261,011	$	1,080	$	906	$	—	$	1,825,597

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The purpose of this discussion is to focus on important factors affecting the Company’s financial condition, results of operations, liquidity and capital resources. This discussion should be read in conjunction with the Company’s Consolidated Financial Statements and the Notes to the Consolidated Financial Statements presented in Part I, Item 1, Financial Statements, of this Form 10-Q and Part II, Item 8, Financial Statements and Supplementary Data, of the 2023 Form 10-K.

GENERAL

Eagle Financial Services, Inc. is a bank holding company which owns 100% of the stock of Bank of Clarke (the “Bank” and, collectively with Eagle Financial Services, Inc., the “Company”, “we”, “us” or “our”). Accordingly, the results of operations for the Company are dependent upon the operations of the Bank. The Bank conducts a commercial banking business which consists of attracting deposits from the general public and investing those funds in commercial, consumer and real estate loans and municipal and U.S. government agency securities. The Bank’s deposits are insured by the Federal Deposit Insurance Corporation to the maximum extent permitted by law. At June 30, 2024, the Company had total assets of $1.79 billion, net loans of $1.43 billion, total deposits of $1.49 billion, and shareholders’ equity of $111.1 million. The Company’s net income was $5.7 million for the six months ended June 30, 2024.

MANAGEMENT’S STRATEGY

The Company strives to be an outstanding financial institution in its market by building solid sustainable relationships with: (1) its customers, by providing highly personalized customer service, a network of conveniently placed branches and ATMs, a competitive variety of products/services and courteous, professional employees, (2) its employees, by providing generous benefits, a positive work environment, advancement opportunities and incentives to exceed expectations, (3) its communities, by participating in local concerns, providing monetary support, supporting employee volunteerism and providing employment opportunities, and (4) its shareholders, by providing sound profits and returns, sustainable growth, regular dividends and committing to its local, independent status.

OPERATING STRATEGY

The Company is a locally owned and managed financial institution. This allows the Bank to be flexible and responsive in the products and services it offers. The Bank grows primarily by lending funds to local residents and businesses at a competitive price that reflects the inherent risk of lending. The Bank attempts to fund these loans through deposits gathered from local residents and businesses. The Bank prices its deposits by comparing alternative sources of funds and selecting the lowest cost available. When deposits are not adequate to fund asset growth, the Bank relies on borrowings, both short and long term. The Bank’s primary source of borrowed funds is the Federal Home Loan Bank of Atlanta which offers numerous terms and rate structures to the Bank.

As interest rates change, the Bank attempts to maintain its net interest margin by changing the price, terms, and mix of its financial assets and liabilities. The Bank also earns fees on services provided through its trust department, sales of investments, secondary market mortgage activities, and deposit operations. The Bank also incurs noninterest expenses such as compensating employees, maintaining and acquiring fixed assets, and purchasing goods and services necessary to support its daily operations.

The Bank has a marketing department which seeks to develop new business. This is accomplished through an ongoing calling program whereby account officers visit with existing and potential customers to discuss the products and services offered. The Bank also utilizes traditional advertising such as television commercials, radio ads, newspaper ads, and billboards.

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LENDING POLICIES

Administration and supervision over the lending process is provided by the Bank’s Credit Administration Department. The principal risk associated with the Bank’s loan portfolio is the creditworthiness of its borrowers. In an effort to manage this risk, the Bank’s policy gives loan amount approval limits to individual loan officers based on their position and level of experience. Credit risk is increased or decreased, depending on the type of loan and prevailing economic conditions. In consideration of the different types of loans in the portfolio, the risk associated with real estate mortgage loans, commercial loans and consumer loans varies based on employment levels, consumer confidence, fluctuations in the value of real estate and other conditions that affect the ability of borrowers to repay debt.

The Company has written policies and procedures to help manage credit risk. The Company utilizes a loan review process that includes formulation of portfolio management strategy, guidelines for underwriting standards and risk assessment, procedures for ongoing identification and management of credit deterioration, and regular portfolio reviews to establish loss exposure and to ascertain compliance with the Company’s policies.

The Bank uses a tiered approach to approve credit requests consisting of individual lending authorities, joint approval of Co-Approval officers (Executive, Regional Credit Officer, Small Business Credit Officer), and a director loan committee. Lending limits for individuals are set by the Board of Directors and are determined by loan purpose, collateral type, and internal risk rating of the borrower. The highest individual authority (Executive) is assigned to the Bank’s President/ Chief Executive Officer, Chief Banking Officer and Chief Credit Officer (approval authority only). Two Executive officers may combine their authority to approve loan requests to borrowers with credit exposure up to $10.0 million on a secured basis and $6.0 million unsecured. Three Executive officers may combine to approve loan requests to borrowers with credit exposure up to $15.0 million on a secured basis and $9.0 million unsecured. Consumer Central Lenders are individual lenders who have been assigned to an Approval Category (A through F) based upon their level of experience and job function. Consumer Central Lenders can co-approve consumer, home equity lines of credit and home equity loan requests up to their stated authorities. Officers in Categories A through F have lesser authorities and with approval of an Executive officer may extend loans to borrowers with exposure of $5.0 million on a secured basis and $3.0 million unsecured. Officers in Categories A through F can also utilize the co-approval of the Regional and Small Business Credit Officers to extend loans with exposures up to $2.5 million and $1.5 million respectively on a secured basis, and up to $1 million and $750 thousand respectively on an unsecured basis. Loans exceeding $15.0 million and up to the Bank’s legal lending limit can be approved by the Risk Committee consisting of four directors (three directors constituting a quorum). The Director’s Loan Committee also reviews and approves changes to the Bank’s Loan Policy as presented by management.

The following sections discuss the major loan categories within the total loan portfolio:

One-to-Four-Family Residential Real Estate Lending

Residential lending activity may be generated by the Bank’s loan officer solicitations, referrals by real estate professionals, and existing or new bank customers. Loan applications are taken by a Bank loan officer. As part of the application process, information is gathered concerning income, employment and credit history of the applicant. The valuation of residential collateral is provided by independent fee appraisers who have been approved by the Bank’s Directors Loan Committee. In connection with residential real estate loans, the Bank requires title insurance, hazard insurance and, if applicable, flood insurance. In addition to traditional residential mortgage loans secured by a first or junior lien on the property, the Bank offers home equity lines of credit.

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Commercial Real Estate Lending

Commercial real estate loans are secured by various types of commercial real estate in the Bank’s market area, including multi-family residential buildings, commercial buildings and offices, small shopping centers and churches. Commercial real estate loan originations are obtained through broker referrals, direct solicitation of developers and continued business from customers. In its underwriting of commercial real estate, the Bank’s loan to original appraised value ratio is generally 80% or less. Commercial real estate lending entails significant additional risk as compared with residential mortgage lending. Commercial real estate loans typically involve larger loan balances concentrated with single borrowers or groups of related borrowers. Additionally, the repayment of loans secured by income producing properties is typically dependent on the successful operation of a business or a real estate project and thus may be subject, to a greater extent, to adverse conditions in the real estate market or the economy, in general. The Bank’s commercial real estate loan underwriting criteria require an examination of debt service coverage ratios, the borrower’s creditworthiness, prior credit history and reputation, and the Bank typically requires personal guarantees or endorsements of the borrowers’ principal owners.

Construction and Land Development Lending

The Bank makes local construction loans, primarily residential, and land acquisition and development loans. The construction loans are secured by residential houses under construction and the underlying land for which the loan was obtained. The average life of most construction loans is less than one year and the Bank offers both fixed and variable rate interest structures. The interest rate structure offered to customers depends on the total amount of these loans outstanding and the impact of the interest rate structure on the Bank’s overall interest rate risk. There are two characteristics of construction lending which impact its overall risk as compared to residential mortgage lending. First, there is more concentration risk due to the extension of a large loan balance through several lines of credit to a single developer or contractor. Second, there is more collateral risk due to the fact that loan funds are provided to the borrower based upon the estimated value of the collateral after completion. This could cause an inaccurate estimate of the amount needed to complete construction or an excessive loan-to-value ratio. To mitigate the risks associated with construction lending, the Bank generally limits loan amounts to 80% of the estimated appraised value of the finished construction project. The Bank also obtains a first lien on the property as security for its construction loans and typically requires personal guarantees from the borrower’s principal owners. Finally, the Bank performs inspections of the construction projects to ensure that the percentage of construction completed correlates with the amount of draws on the construction line of credit.

Commercial and Industrial Lending

Commercial business loans generally have more risk than residential mortgage loans, but have higher yields. To manage these risks, the Bank generally obtains appropriate collateral and personal guarantees from the borrower’s principal owners and monitors the financial condition of its business borrowers. Residential mortgage loans generally are made on the basis of the borrower’s ability to make repayment from employment and other income and are secured by real estate whose value tends to be readily ascertainable. In contrast, commercial business loans typically are made on the basis of the borrower’s ability to make repayment from cash flow from its business and are secured by business assets, such as commercial real estate, accounts receivable, equipment and inventory. As a result, the availability of funds for the repayment of commercial business loans is substantially dependent on the success of the business itself. Furthermore, the collateral for commercial business loans may depreciate over time and generally cannot be appraised with as much precision as residential real estate.

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Consumer Lending

The Bank offers various secured and unsecured consumer loans, which include personal installment loans, personal lines of credit, automobile loans, and credit card loans. The Bank originates its consumer loans within its geographic market area and these loans are generally made to customers with whom the Bank has an existing relationship. Consumer loans generally entail greater risk than residential mortgage loans, particularly in the case of consumer loans which are unsecured or secured by rapidly depreciable assets such as automobiles. In such cases, any repossessed collateral on a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. Consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.

The underwriting standards employed by the Bank for consumer loans include a determination of the applicant’s payment history on other debts and an assessment of ability to meet existing obligations and payments on the proposed loan. The stability of the applicant’s monthly income may be determined by verification of gross monthly income from primary employment, and from any verifiable secondary income. Although creditworthiness of the applicant is the primary consideration, the underwriting process also includes an analysis of the value of the security in relation to the proposed loan amount.

Marine Lending

The Bank’s marine loan portfolio is comprised of originated retail loans. In August 2023, the Company completed a sale of specific assets from its marine lending segment and reduced its workforce associated with the marine lending division, as it expects to cease accepting new marine lending business. As part of the sale, the Company sold its interest in marine vessel floor plan loans, its rights to service loans that had been sold to secondary market investors prior to the date of sale, and other assets that were not individually significant. Subsequent to the sale the Company retained ownership of its portfolio of marine vessel retail loans, which continue to constitute a significant portion of the Company's assets, revenues, and earnings. At present, the Company expects to hold the retained outstanding loans until they are ultimately repaid. Retail loans were generally limited to premium manufacturers with established relationships with the Company which have a vested interest in the secondary market pricing of their respective brand due to the limited inventory available for resale. Consequently, while not contractually committed, manufacturers will often support secondary resale values which can have the effect of reducing losses from non-performing retail marine loans. Retail borrowers generally have very high credit scores, substantial down payments, substantial net worth, personal liquidity, and excess cash flow.

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CRITICAL ACCOUNTING POLICIES

The financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The financial information contained within these statements is, to a significant extent, based on measurements of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained when earning income, recognizing an expense, recovering an asset or relieving a liability. In addition, GAAP itself may change from one previously acceptable method to another method. Although the economics of the transactions would be the same, the timing of events that would impact the transactions could change.

Allowance for Credit Losses on Loans

The Company establishes the allowance for credit losses through charges to earnings in the form of a provision for credit losses. Loan losses are charged against the allowance for credit losses for the difference between the carrying value of the loan and the estimated net realizable value or fair value of the collateral, if collateral dependent, when management believes that the collectability of the principal is unlikely. Subsequent recoveries, if any, are credited to the allowance. The allowance represents management’s current estimate of expected credit losses over the contractual term of loans held for investment, and is recorded at an amount that, in management’s judgment, reduces the recorded investment in loans to the net amount expected to be collected. Management’s judgment in determining the level of the allowance is based on evaluations of historical loan losses, current conditions and reasonable and supportable forecasts relevant to the collectability of loans. The measurement of the allowance for credit losses is based in part on forecasts of unemployment, inflation, as well as the consumer price index, and may also consider other factors, which we believe to be indicative of risk factors related to collectability. Management also assesses the risk of credit losses arising from changes in economic conditions; the nature and volume of the loan portfolio; the volume and severity of delinquencies and adversely classified loan balances; lending policy and procedures; credit administration and lending staff; loan review; concentrations of credit and the value of underlying collateral in determining the recorded balance of the allowance for credit losses. This evaluation is inherently subjective because it requires estimates that are susceptible to significant revision as more information becomes available. In evaluating the level of the allowance, we consider a range of possible assumptions and outcomes related to the various factors identified above. Refer to the 2023 Form 10-K for additional detail concerning the determination of the allowance for credit losses on loans.

NON-GAAP FINANCIAL MEASURES

This report refers to certain financial measures that are computed under a basis other than GAAP ("non-GAAP"). The Company uses certain non-GAAP financial measures to provide meaningful supplemental information regarding the Company's operational performance and to enhance investors' overall understanding of such financial performance. The methodology for determining these non-GAAP measures may differ among companies. Non-GAAP measures are supplemental and not a substitute for, or more important than, financial measures prepared in accordance with GAAP.

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FORWARD LOOKING STATEMENTS

The Company makes forward looking statements in this report that are subject to risks and uncertainties. These forward looking statements include statements regarding our expectations, intentions or objectives concerning our profitability, liquidity, allowance for loan losses, interest rate sensitivity, market risk, growth strategy, and financial and other goals. The words “believes,” “expects,” “may,” “will,” “should,” "could," “projects,” “contemplates,” “anticipates,” “forecasts,” “intends,” or other similar words or terms are intended to identify forward looking statements. These forward looking statements are subject to significant uncertainties because they are based upon or are affected by factors including:

•

difficult market conditions in our industry;

•

the ability to successfully manage growth or implement growth strategies if the Bank is unable to identify attractive markets, locations or opportunities to expand in the future or if the Bank is unable to successfully integrate new branches, business lines or other growth opportunities into its existing operations;

•

competition with other banks and financial institutions, and companies outside of the banking industry, including those companies that have substantially greater access to capital and other resources;

•

the successful management of interest rate risk;

•

risks inherent in making loans such as repayment risks and fluctuating collateral values;

•

changes in general economic and business conditions in the Bank’s market area;

•

reliance on the Bank’s management team, including the ability to attract and retain key personnel;

•

changes in interest rates and interest rate policies;

•

maintaining capital levels adequate to support growth;

•

maintaining cost controls and asset qualities as new branches are opened or acquired;

•

demand, development and acceptance of new products and services;

•

deposit flows;

•

the Bank's ability to manage liquidity;

•

the cost and availability of secondary funding sources;

•

effects of soundness of other financial institutions

•

problems with technology utilized by the Bank;

•

changing trends in customer profiles and behavior;

•

geopolitical conditions, including acts or threats of terrorism, international hostilities, or actions taken by the U.S. or other governments in response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the U.S. and abroad;

•

the Company's potential exposure to fraud, negligence, computer theft, and cyber-crime;

•

potential impact on us of existing and future legislation and regulations;

•

changes in accounting policies and banking and other law and regulations; and

•

other factors described in Item 1A., "Risk Factors," in the Company's 2023 Form 10-K.

Because of these uncertainties, actual future results may be materially different from the results indicated by these forward looking statements. In addition, past results of operations do not necessarily indicate future results.

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RESULTS OF OPERATIONS

Net Income

Net income for the six months ended June 30, 2024 was $5.7 million, an increase of 23.48%, or $1.1, when compared to the same period in 2023. For the three months ended June 30, 2024, net income was $3.2 million, an increase of $1.1 million, or 54.76% compared to the three months ended June 30, 2023. Earnings per share, basic and diluted, were $1.61 and $1.32 for the six months ended June 30, 2024 and 2023, respectively. Earnings per share, basic and diluted, were $0.89 and $0.58 for the three months ended June 30, 2024 and 2023, respectively.

Return on average assets ("ROA") measures how efficiently the Company uses its assets to produce net income. Some issues reflected within this efficiency include the Company’s asset mix, funding sources, pricing, fee generation, and cost control. The ROA of the Company, on an annualized basis, for the six months ended June 30, 2024 and 2023 was 0.65% and 0.55%, respectively. For the three months ended June 30, 2024 and 2023 the Company's annualized ROA was 0.72% and 0.48%, respectively.

Return on average equity ("ROE") measures the utilization of shareholders’ equity in generating net income. This measurement is affected by the same factors as ROA with consideration to how much of the Company’s assets are funded by shareholders. The ROE of the Company, on an annualized basis, for the six months ended June 30, 2024 and 2023 was 10.71% and 9.01%, respectively. For the three months ended June 30, 2024 and 2023 the Company's annualized ROE was 11.89% and 7.93%, respectively.

Net Interest Income

Net interest income is our primary source of revenue, representing the difference between interest and fees earned on interest-earning assets and the interest paid on deposits and other interest-bearing liabilities. The level of net interest income is impacted primarily by variations in the volume and mix of these assets and liabilities, as well as changes in interest rates. Net interest income was $24.6 million and $25.1 million for the six months ended June 30, 2024 and 2023, respectively, which represents a decrease of $496 thousand, or 1.98%. Net interest income was $12.2 million and $12.4 million for the three months ended June 30, 2024 and 2023, respectively, which represents a decrease of $276 thousand, or 2.22%. Net interest income decreased due to the impact of the rising interest rate environment throughout 2023 as the increase in average rates paid outpaced the increase in average rates earned as well as offering promotional rates on time deposits to retain and attract account balances.

The Company's net interest spread and net interest margin decreased 42 basis points and 26 basis points, respectively, for the six months ended June 30, 2024 compared to six months ended June 30, 2023. For the three months ended June 30, 2024, the Company's net interest spread and net interest margin decreased 30 basis points and 18 basis points, respectively, compared to the same period in 2023.

Total interest and dividend income was $43.7 million and $38.9 million for the six months ended June 30, 2024 and 2023, respectively, which represents an increase of $4.7 million, or 12.17%. Total interest and dividend income was $21.7 million and $20.4 million for the three months ended June 30, 2024 and 2023, respectively, which represents an increase of $1.3 million, or 6.80%. The increase in interest income was driven by an increase in the average balance of the loan portfolio along with the rise in interest rates. Average interest-earning assets increased $110.4 million, or 6.80%, when comparing the six months ended June 30, 2023 to the six months ended June 30, 2024, while the average yield on earning-assets increased by 23 basis points over the same period. For the three months ended June 30, 2024, the increase in interest income on loans was primarily due to the higher yields earned as the average balances were level with the prior year period.

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Total interest expense was $19.1 million and $13.8 million for the six months ended June 30, 2024 and 2023, respectively, which represents an increase of $5.3 million, or 37.83%. Total interest expense was $9.6 million and $7.9 million for the three months ended June 30, 2024 and 2023, respectively, which represents an increase of $1.7 million, or 20.95%. The interest rate environment, coupled with the growth of higher-paying deposit accounts, have been the main drivers for the increase in interest expense during both the three and six months ended June 30, 2024 and 2023. Interest expense on deposit accounts increased $5.9 million, or 66.10%, during the six months ended June 30, 2024, of which $4.3 million was attributable to time deposits. During the six months ended June 30, 2024 and 2023 the average balance of interest-bearing deposits was $1.05 billion and $919.9 million, respectively. The $5.9 million increase in deposit interest expense was slightly offset by a decrease in interest expense on FHLB advances. The average balance of FHLB advances was $145.5 million and $170.9 million with an average rate of 4.73% and 4.79% during the six months ended June 30, 2024 and 2023, respectively. The increase in interest expense during the three months ended June 30, 2024 compared to the three months ended June 30, 2023 was primarily due to time deposits, while FHLB borrowings experienced a decrease in expense reflecting a lower level of utilization during the three month period ending June 30, 2024.

The net interest margin was 2.86% and 3.12% for the six months ended June 30, 2024 and 2023, respectively, and 2.81% and 2.99% for the three months ended June 30, 2024 and 2023, respectively. Tax-equivalent net interest income is calculated by adding the tax benefit on certain securities and loans, whose interest is tax-exempt, to total interest income then subtracting total interest expense. The tax rate used to calculate the tax benefit was 21% for 2024 and 2023.

Net interest margin has primarily declined due to deposit pricing pressure as interest rates increased throughout 2023 and and as competition for new deposits continues to be experienced. If these factors persist, net interest margin may experience further downward pressure and may also result in the Company having to borrow additional wholesale funding to fund asset growth, which is more expensive than deposits.

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The following table shows interest income on earning assets and related average yields as well as interest expense on interest-bearing liabilities and related average rates paid for the three months ended June 30, 2024 and 2023 (dollars in thousands):


	June 30, 2024								June 30, 2023
				Interest		Average						Interest		Average
	Average			Income/		Yield/			Average			Income/		Yield/
Assets:	Balance			Expense		Rate (2)			Balance			Expense		Rate (2)
Securities:
Taxable	$	137,588		$	893		2.61	%	$	155,347		$	921		2.38	%
Tax-Exempt (1)		492			5		4.13	%		510			6		4.11	%
Total Securities	$	138,080		$	898		2.62	%	$	155,857		$	927		2.39	%
Loans:
Taxable		1,424,304			19,421		5.48	%		1,425,873			18,659		5.25	%
Non-accrual		4,600			—		—	%		2,608			—		—	%
Tax-Exempt (1)		10,603			132		5.01	%		9,810			119		4.86	%
Total Loans	$	1,439,507		$	19,553		5.45	%	$	1,438,291		$	18,778		5.24	%
Federal funds sold and interest-bearing deposits in other banks		170,858			1,326		3.12	%		80,251			684		3.42	%
Total earning assets	$	1,748,445		$	21,777		5.01	%	$	1,674,399		$	20,389		4.88	%
Allowance for credit losses		(14,604	)							(14,201	)
Total non-earning assets		33,281								73,702
Total assets	$	1,767,122							$	1,733,900

Liabilities and Shareholders' Equity:
Interest-bearing deposits:
NOW accounts	$	258,965		$	1,538		2.39	%	$	240,401		$	1,247		2.08	%
Money market accounts		261,557			1,463		2.25	%		254,136			1,093		1.72	%
Savings accounts		136,370			39		0.12	%		153,659			46		0.12	%
Time deposits:
$250,000 and more		138,531			1,652		4.80	%		99,903			888		3.57	%
Less than $250,000		255,776			2,823		4.44	%		224,041			2,261		4.05	%
Total interest-bearing deposits	$	1,051,199		$	7,515		2.88	%	$	972,140		$	5,535		2.28	%
Federal funds purchased		15			—	NM				178			—	NM
Federal Home Loan Bank advances		145,110			1,712		4.74	%		172,198			2,032		4.73	%
Subordinated debt		29,467			355		4.84	%		29,400			355		4.83	%
Total interest-bearing liabilities	$	1,225,791		$	9,582		3.14	%	$	1,173,916		$	7,922		2.71	%
Noninterest-bearing liabilities:
Demand deposits		417,128								440,728
Other Liabilities		16,489								15,212
Total liabilities	$	1,659,408							$	1,629,856
Shareholders' equity		107,714								104,044
Total liabilities and shareholders' equity	$	1,767,122							$	1,733,900
Net interest income				$	12,195							$	12,467

Net interest spread							1.87	%							2.17	%
Interest expense as a percent of average earning assets							2.20	%							1.90	%
Net interest margin							2.81	%							2.99	%

(1)

Income and yields are reported on a tax-equivalent basis using a federal tax rate of 21%.

(2)

Annualized.

NM - Not Meaningful

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The following table shows interest income on earning assets and related average yields as well as interest expense on interest-bearing liabilities and related average rates paid for the six months ended June 30, 2024 and 2023 (dollars in thousands):


	June 30, 2024								June 30, 2023
				Interest		Average						Interest		Average
	Average			Income/		Yield/			Average			Income/		Yield/
Assets:	Balance			Expense		Rate (2)			Balance			Expense		Rate (2)
Securities:
Taxable	$	140,144		$	1,808		2.59	%	$	156,208		$	1,808		2.33	%
Tax-Exempt (1)		496			10		4.10	%		527			11		4.14	%
Total Securities	$	140,640		$	1,818		2.60	%	$	156,735		$	1,819		2.34	%
Loans:
Taxable		1,429,088			39,279		5.53	%		1,390,761			35,735		5.18	%
Non-accrual		5,109			—		—	%		2,352			—		—	%
Tax-Exempt (1)		10,654			265		5.00	%		9,702			235		4.88	%
Total Loans	$	1,444,851		$	39,544		5.50	%	$	1,402,815		$	35,970		5.17	%
Federal funds sold and Interest-bearing deposits in other banks		149,032			2,356		3.18	%		64,602			1,184		3.70	%
Total earning assets	$	1,734,523		$	43,718		5.07	%	$	1,624,152		$	38,973		4.84	%
Allowance for loan losses		(14,570	)							(13,816	)
Total non-earning assets		43,196								85,716
Total assets	$	1,763,149							$	1,696,052

Liabilities and Shareholders' Equity:
Interest-bearing deposits:
NOW accounts	$	257,623		$	3,035		2.37	%	$	238,317		$	2,301		1.95	%
Money market accounts		262,656			2,876		2.20	%		256,096			1,934		1.52	%
Savings accounts		137,554			80		0.12	%		160,195			99		0.13	%
Time deposits:
$250,000 and more		140,912			3,353		4.78	%		88,901			1,455		3.30	%
Less than $250,000		253,815			5,595		4.43	%		176,344			3,205		3.66	%
Total interest-bearing deposits	$	1,052,560		$	14,939		2.85	%	$	919,853		$	8,994		1.97	%
Federal funds purchased		13			—	NM				5,648			70		2.50	%
Federal Home Loan Bank advances		145,495			3,422		4.73	%		170,939			4,063		4.79	%
Subordinated debt		29,459			709		4.84	%		29,391			709		4.86	%
Total interest-bearing liabilities	$	1,227,527		$	19,070		3.12	%	$	1,125,831		$	13,836		2.48	%
Noninterest-bearing liabilities:
Demand deposits		411,147								451,437
Other Liabilities		16,878								14,892
Total liabilities	$	1,655,552							$	1,592,160
Shareholders' equity		107,597								103,892
Total liabilities and shareholders' equity	$	1,763,149							$	1,696,052
Net interest income				$	24,648							$	25,137

Net interest spread							1.94	%							2.36	%
Interest expense as a percent of average earning assets							2.21	%							1.72	%
Net interest margin							2.86	%							3.12	%

(1)

Income and yields are reported on a tax-equivalent basis using a federal tax rate of 21%.

(2)

Annualized.

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The following table reconciles tax-equivalent net interest income, which is not a measurement under GAAP, to net interest income.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
	(in thousands)				(in thousands)
GAAP Financial Measurements:
Interest Income - Loans	$	19,525	$	18,754	$	39,488	$	35,921
Interest Income - Securities and Other Interest-Earnings Assets		2,223		1,610		4,172		3,001
Interest Expense - Deposits		7,515		5,535		14,939		8,994
Interest Expense - Other Borrowings		2,067		2,387		4,131		4,842
Total Net Interest Income	$	12,166	$	12,442	$	24,590	$	25,086
Non-GAAP Financial Measurements:
Add: Tax Benefit on Tax-Exempt Interest Income - Loans (1)	$	28	$	24	$	56	$	49
Add: Tax Benefit on Tax-Exempt Interest Income - Securities (1)		1		1		2		2
Total Tax Benefit on Tax-Exempt Interest Income	$	29	$	25	$	58	$	51
Tax-Equivalent Net Interest Income	$	12,195	$	12,467	$	24,648	$	25,137

(1)

Tax benefit was calculated using the federal statutory tax rate of 21%.

The tax-equivalent yield on earning assets was 5.07% for the six months ended June 30, 2024 compared to 4.84% for the six months ended June 30, 2023, an increase of 23 basis points during the current year period. The tax-equivalent yield on securities increased 26 basis points for the six months ended June 30, 2024, compared to the six months ended June 30, 2023. The tax equivalent yield on loans increased 33 basis points from 5.17% for the six months ended June 30, 2023 to 5.50% for the same time period in 2024. For the three months ended June 30, 2024 and 2023, the tax-equivalent yield on earning assets was 5.01% and 4.88%, respectively, an increase of 13 basis points in the current year period. The tax-equivalent yields on securities and loans also increased during the three month period in 2024 compared to 2023 by 23 basis points and 21 basis points, respectively.

The increase in the tax-equivalent yield on earning assets for the three and six months ended June 30, 2024 resulted mostly from the increase in the tax-equivalent yield on loans. The increase in the yield on loans as compared to the corresponding periods in 2023 was primarily due to the sustained elevated interest rate environment,

The average rate on interest-bearing liabilities increased 64 basis points to 3.12% from 2.48% for the six months ended June 30, 2024 compared to the 2023 period, and increased 43 basis points for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The average rate on interest-bearing deposits increased 60 basis points and 88 basis points during the three and six months ended June 30, 2024, respectively, compared to the same 2023 periods, driven by increases in time deposits. The interest rate environment, marketplace competition and growth of higher-cost deposit accounts have been the main drivers for the increases in the average rate and total expense paid on interest-bearing deposits.

Provision for Credit Losses

The provision for credit losses is based upon management’s estimate of the amount required to maintain an adequate allowance for credit losses. The Company's calculation of the provision for credit losses consists of changes in the allowance for credit losses on loans and the reserve for unfunded loan commitments. The allowance for credit losses on loans represents management’s current estimate of expected credit losses over the contractual term of loans held for investment, and is recorded at an amount that, in management’s judgment, reduces the recorded investment in loans to the net amount expected to be collected. Management’s judgment in determining the level of the allowance is based on evaluations of historical loan losses, current conditions and reasonable and supportable forecasts relevant to the collectability of loans. This evaluation is inherently subjective because it requires estimates that are susceptible to significant revision as more information becomes available. The amount of

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provision for credit losses on loans is affected by several factors including the growth rate of loans, net charge-offs (recoveries), and the estimated amount of expected losses within the loan portfolio.

The provision for credit losses for the six months ended June 30, 2024 and 2023 was $656 thousand and $1.1 million, respectively. The provision for credit losses for the three months ended June 30, 2024 and 2023 was $181 thousand and $403 thousand, respectively. The provision for credit losses for the six months ended June 30, 2024 resulted largely from a specific reserve on an individually evaluated relationship, net credit losses, and a reduction in the reserve for unfunded commitments. The composition and balance of the portfolio was substantially the same as the prior measurement period.

Noninterest Income

Total noninterest income was $4.3 million and $3.4 million for the three months ended June 30, 2024 and 2023, respectively and for the six months ended June 30, 2024 and 2023 was $7.8 million and $6.9 million, respectively. Management reviews the activities which generate noninterest income on an ongoing basis. The following table provides the components of noninterest income for the three and six months ended June 30, 2024 and 2023, which are included within the respective Consolidated Statements of Income headings. Variances that the Company believes require explanation are discussed below the table.


	Three Months Ended											Six Months Ended
	June 30,											June 30,
(dollars in thousands)	2024			2023		$ Change			% Change			2024			2023		$ Change			% Change
Wealth management fees	$	1,273		$	1,263	$	10			1	%	$	2,729		$	2,421	$	308			13	%
Service charges on deposit accounts		456			447		9			2	%		910			883		27			3	%
Other service charges and fees		1,164			1,135		29			3	%		2,133			2,182		(49	)		(2	)%
(Loss) gain on disposal of bank premises and equipment		(11	)		7		(18	)		(257	)%		(11	)		7		(18	)		(257	)%
Gain on sale of loans		492			192		300			156	%		653			648		5			1	%
Bank owned life insurance income		269			179		90			50	%		537			358		179			50	%
Other operating income		652			134		518			387	%		815			384		431			112	%
Total noninterest income	$	4,295		$	3,357	$	938			28	%	$	7,766		$	6,883	$	883			13	%

Wealth management fee income increased from 2023 to 2024. Wealth management fee income is comprised of income from fiduciary activities as well as commissions from the sale of non-deposit investment products. The amount of income from fiduciary activities is determined by the number of active accounts and total assets under management. Total assets under management have increased as a result of new business efforts. Fee increases and one-time fees for estates and other services have also contributed to the year over year increase in revenue.

Gain on sale of loans increased during the three and six months ended June 30, 2024 when compared to the same period in 2023. During the first half of 2024, the Company sold $25.5 million in mortgage loans on the secondary market and $2.6 million SBA commercial loans. During the first half of 2023, the Company sold $5.2 million in mortgage loans on the secondary market, $2.9 million in SBA commercial loans and $38.6 million of marine loans. These loan sales resulted in gains of $653 thousand and $648 thousand during the six months ended June 30, 2024 and 2023, respectively. Gain on loan sales during the three months ended June 30, 2024 and 2023 was $492 thousand and $192 thousand, respectively, and resulted from mortgage loan sales of $14.6 million and $2.6 million in SBA commercial loans during the second quarter of 2024 compared to mortgage loan sales of $3.0 million, marine loan sales of $15.0 million, and SBA commercial loans sales of $797 thousand during the second quarter of 2023.

Bank owned life insurance ("BOLI") fee income increased during the three and six months ended June 30, 2024 when compared to the same periods in 2023 as a result of an investment of $5 million into BOLI by the Company during the fourth quarter of 2023.

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Other operating income increased for the three and six months ended June 30, 2024 when compared to the same periods in 2023. The increases during the current year periods can be mainly attributed to higher cash distributions received from investments in Small Business Investment Companies as well as the receipt of a BOLI settlement, which resulted in a gain of $254 thousand.

Noninterest Expenses

Total noninterest expenses decreased $445 thousand, or 3.43% for the three months ended June 30, 2024 and $454 thousand, or 1.79%, for the six months ended June 30, 2024 compared to the same periods in 2023. The following table presents the components of noninterest expense for the three and six months ended June 30, 2024 and 2023, which are included within the respective Consolidated Statements of Income headings. Variances that the Company believes require explanation are discussed below the table.


	Three Months Ended										Six Months Ended
	June 30,										June 30,
(dollars in thousands)	2024		2023		$ Change			% Change			2024		2023			$ Change			% Change
Salaries and employee benefits	$	7,353	$	7,561	$	(208	)		(3	)%	$	14,538	$	14,859		$	(321	)		(2	)%
Occupancy expenses		470		533		(63	)		(12	)%		1,039		1,051			(12	)		(1	)%
Equipment expenses		401		315		86			27	%		774		638			136			21	%
Advertising and marketing expenses		245		342		(97	)		(28	)%		482		638			(156	)		(24	)%
Stationary and supplies		32		56		(24	)		(43	)%		56		78			(22	)		(28	)%
ATM network fees		373		365		8			2	%		753		716			37			5	%
Other real estate owned expense		—		—		—			—	%		—		5			(5	)	NM
(Gain) on other real estate owned		—		—		—			—	%		—		(7	)		7		NM
FDIC assessment		351		346		5			1	%		760		612			148			24	%
Computer software expense		221		281		(60	)		(21	)%		454		591			(137	)		(23	)%
Bank franchise tax		338		313		25			8	%		669		576			93			16	%
Professional fees		511		753		(242	)		(32	)%		1,017		1,466			(449	)		(31	)%
Data processing fees		558		478		80			17	%		1,123		880			243			28	%
Other operating expenses		1,657		1,612		45			3	%		3,222		3,238			(16	)		(0	)%
Total noninterest expenses	$	12,510	$	12,955	$	(445	)		(3	)%	$	24,887	$	25,341		$	(454	)		(2	)%

NM - Not Meaningful

On August 23, 2023, the Company completed a sale of specific assets from its marine lending segment. As part of the sale, the Company sold its interest in marine vessel floor plan loans totaling $52.8 million, its rights to service loans that had been sold to secondary market investors prior to the date of sale (valued at $595 thousand on balance sheet prior to sale), and other assets that were not individually significant. The Company received total consideration, net of selling expenses, of $53.5 million and recognized a gain of $435 thousand. The assets sold as well as their related revenues and contribution to earnings did not constitute a significant portion of the Company's assets or operating results for the year ended December 31, 2023. As part of the sale, the Company reduced its workforce associated with the marine lending division, and ceased accepting new marine lending business. Subsequent to the sale of these assets, the Company retained ownership of approximately $260.5 million of marine vessel retail loans which continue to constitute a significant portion of the Company's assets, revenues, and earnings. At present, the Company expects to hold the retained outstanding loans until they are ultimately repaid. Subsequent to the sale, non-interest expenses related to marine lending have been significantly reduced or eliminated as discussed in variance explanation paragraphs below.

Salaries and employee benefits decreased during the three and six months ended June 30, 2024 over 2023, largely reflecting decreases in salaries while experiencing increases in employee benefits and annual incentive plan expenses. The Company's number of full-time equivalent employees ("FTE's") has decreased from 275 at June 30, 2023 to 244 at June 30, 2024. In addition to normal staffing fluctuation, the decrease in the number of FTE's was due to the sale of the marine finance assets during the third quarter of 2023. The Company reduced its workforce associated with the marine lending division and ceased accepting

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new marine lending business. Partially offsetting the expense decreases due to the lower number of FTE's, were annual pay increases, commissions paid on new business efforts, increasing insurance costs and enhanced employee benefit plans.

Equipment expenses have increased during the three and six months ended June 30, 2024 compared to the same periods in 2023. A new loan origination system implemented during the fourth quarter of 2023 was a significant driver of the year-over-year increase.

Advertising and marketing expenses and computer software expenses decreased during the three and six months ended June 30, 2024 compared to the same periods in 2023. This was primarily due to the discontinuation of new marine lending business, including the cost of business development and computer systems, as well as corporate rebranding expenses incurred during the 2023 periods.

FDIC assessment and bank franchise tax expenses, which are based in part on asset size and capital levels, have increased during the three and six months ended June 30, 2024 over 2023. The increase in FDIC assessment for the six months ended June 30, 2024 was also due to a two basis point increase in the assessment rate charged by the FDIC, which was applied to all financial institutions beginning in June 2023.

Professional fees decreased between the three and six months ended June 30, 2024 and the same periods in 2023. During the 2023 period there were legal expenses for the marine lending business, legal costs related to the ESOP termination, and strategic planning expenses that were not incurred during the 2024 periods. These decreases were partially offset by a slight increase in external audit expenses.

Data processing fee expenses increased during three and six months ended June 30, 2024 over the same period in 2023, reflecting increased costs for core systems, including fees that are volume based.

The efficiency ratio of the Company was 77.00% and 81.91% for the three months ended June 30, 2024 and 2023, respectively. The efficiency ratio of the Company was 77.36% and 79.18% for the six months ended June 30, 2024 and 2023. The improvement in the efficiency ratio during 2024 primarily reflects an increase in noninterest income. The efficiency ratio is not a measurement under accounting principles generally accepted in the United States. It is calculated by dividing noninterest expense by the sum of tax equivalent net interest income and noninterest income excluding gains and losses on the investment portfolio and other gains/losses from OREO, repossessed vehicles, disposals of bank premises and equipment, etc. The tax rate utilized is 21%. The Company calculates and reviews this ratio as a means of evaluating operational efficiency.

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The calculation of the efficiency ratio for the three and six months ended June 30, 2024 and 2023 was as follows:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
	(in thousands)						(in thousands)
Summary of Operating Results:
Noninterest expenses (GAAP)	$	12,510		$	12,955		$	24,887		$	25,341
Less: (Gain) on other real estate owned		—			—			—			(7	)
Adjusted noninterest expenses (non-GAAP)	$	12,510		$	12,955		$	24,887		$	25,348

Net interest income		12,166			12,442			24,590			25,086

Noninterest income (GAAP)		4,295			3,357			7,766			6,883
Less: (Loss) gain on the sale and disposal of premises and equipment		(11	)		7			(11	)		7
Less: Income from life insurance proceeds		254			—			254			—
Adjusted noninterest income (non-GAAP)	$	4,052		$	3,350		$	7,523		$	6,876
Tax equivalent adjustment (1)		29			25			58			51
Total net interest income and noninterest income, adjusted (non-GAAP)	$	16,247		$	15,817		$	32,171		$	32,013

Efficiency ratio		77.00	%		81.91	%		77.36	%		79.18	%

(1)

Includes tax-equivalent adjustments on loans and securities using the federal statutory tax rate of 21%.

Income Taxes

Income tax expense was $585 thousand and $383 thousand during the three months ended June 30, 2024 and 2023, respectively and $1.1 million and $918 thousand during the six months ended June 30, 2024 and 2023, respectively. The effective tax rate was 15.52% and 15.69% for the three months ended June 30, 2024 and 2023, respectively. The effective tax rate was 15.85% and 16.51% for the six months ended June 30, 2024 and 2023, respectively. The effective tax rate is below the statutory rate of 21% due to tax-exempt income on investment securities and loans, BOLI, income tax credits on qualified affordable housing project investments, and qualified rehabilitation credits. Qualified affordable housing project investments are discussed in Note 12 to the Consolidated Financial Statements.

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FINANCIAL CONDITION

Securities

Total securities available for sale were $129.5 million at June 30, 2024, compared to $137.4 million at December 31, 2023. This represents a decrease of $7.9 million, or 5.79%. The Company purchased no securities during the six months ended June 30, 2024. The Company had total maturities, calls, and principal repayments of $6.9 million during the six months ended June 30, 2024. Note 4 to the Consolidated Financial Statements provides additional details about the Company’s securities portfolio at June 30, 2024 and December 31, 2023. The Company had a net unrealized loss on available for sale securities of $23.8 million at June 30, 2024 as compared to a net unrealized loss of $22.8 million at December 31, 2023. Unrealized gains or losses on available for sale securities are reported within shareholders’ equity, net of the related deferred tax effect, as accumulated other comprehensive income (loss). The primary cause of the unrealized losses at June 30, 2024 and December 31, 2023 was changes in market interest rates and other market conditions and not credit concerns of the issuers. Since the losses can be primarily attributed to changes in market interest rates and conditions and not expected cash flows or an issuer’s financial condition and management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, the Company concluded a credit loss did not exist.

Loan Portfolio

The Company’s primary use of funds is supporting lending activities from which it derives the greatest amount of interest income. Gross loans were $1.45 billion and $1.46 billion at June 30, 2024 and December 31, 2023, respectively. This represents a decrease of $13.7 million, or 0.94%, during the six months ended June 30, 2024. The ratio of gross loans to deposits increased during the six months ended June 30, 2024 from 97.10% at December 31, 2023 to 97.34% at June 30, 2024.

The loan portfolio consists primarily of loans for owner-occupied single-family dwellings and loans secured by commercial real estate. Note 5 to the Consolidated Financial Statements provides the composition of the loan portfolio at June 30, 2024 and December 31, 2023. During the six months ended June 30, 2024, through the normal course of business, $28.1 million in loans were sold, consisting primarily of mortgage loans. These loan sales resulted in net gains of $653 thousand. The balance of gross loans remained essentially level from year-end 2023, reflecting paydowns and a large consumer loan payoff, offset by modest growth during 2024.

Residential real estate loans, consisting of first liens, junior liens and home equity loans, were $359.7 million, or 24.82%, and $356.1 million, or 24.35%, of total loans at June 30, 2024 and December 31, 2023, respectively. The modest increase of $3.6 million, or 1.00%, largely reflects the Company's efforts to originate more salable loans than portfolio loans.

Commercial real estate loans (including multifamily loans) were $610.6 million, or 42.14%, and $600.3 million, or 41.04%, of total loans at June 30, 2024 and December 31, 2023, respectively, representing an increase of $10.2 million, or 1.70%, during the six months ended June 30, 2024. Owner occupied commercial real estate loans experienced a $6.2 million increase during the six months ended June 30, 2024, and non-owner occupied and multifamily commercial real estate loans increased $4.0 million during the same period.

Marine loans were $236.9 million, or 16.35%, and $251.2 million, or 17.17%, of total loans at June 30, 2024 and December 31, 2023, respectively, representing a decrease of $14.3 million, or 5.68%. The decline in marine loans reflects paydowns and payoffs only and no new originations. On August 23, 2023, the Company completed a sale of specific assets from its marine lending segment. As part of the sale, the Company sold its interest in marine vessel floor plan loans totaling $52.8 million and reduced its workforce associated with the marine lending division as it expects to cease accepting new marine lending business. At present, the Company expects to hold the retained outstanding loans until they are ultimately repaid.

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Allowance for Credit Losses on Loans

The purpose of, and the methods for, measuring the allowance for credit losses on loans are discussed in the Critical Accounting Policies section in the 2023 Form 10-K. Note 5 to the Consolidated Financial Statements shows the activity within the allowance for credit losses on loans during the three and six months ended June 30, 2024 and 2023 and the year ended December 31, 2023. Charged-off loans were $877 thousand and $127 thousand for the six months ended June 30, 2024 and 2023, respectively. Recoveries were $609 thousand and $224 thousand for the six months ended June 30, 2024 and 2023, respectively. This resulted in net charge-offs (recoveries) of $268 thousand and $(97) thousand for the six months ended June 30, 2024 and 2023, respectively. The annualized ratio of net charge-offs (recoveries) to average loans was 0.07% and (0.03)% for the six months ended June 30, 2024 and 2023, respectively. The allowance for credit losses on loans as a percentage of loans was 1.04% at June 30, 2024 and 0.99% at December 31, 2023. The increase as compared to December 31, 2023 was mainly attributable to net loan charge-offs and a specific reserve on a collateral-dependent commercial business loan relationship.

Management believes that the allowance for credit losses on loans is currently adequate to absorb the current expected losses in the loan portfolio.

Credit Risk, Nonperforming Assets and Other Assets

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually to classify the loans as to credit risk on a quarterly basis. Loans risk rated as special mention, which exhibit negative trends and potential weaknesses, totaled $76.6 million at June 30, 2024 compared to $33.5 million at December 31, 2023. Loans risk rated as classified, include substandard, doubtful, and loss loans, totaled $5.0 million and $8.0 million at June 30, 2024 and December 31, 2023, respectively. All other loans were classified as pass, exhibiting acceptable history of profits, cash flow ability and liquidity. The increase in special mention loans of $43.1 million was primarily in the owner-occupied commercial real estate portfolio as loans were downgraded from pass as the result of not having current financial statement information available at their annual review. Upon receipt of current financial information, the loans will be evaluated and returned to a pass classification if appropriate.

Nonperforming assets consist of nonaccrual loans, repossessed assets, OREO (foreclosed properties), and loans past due 90 days or more and still accruing as detailed in the table below.


	June 30, 2024			December 31, 2023
Nonaccrual loans	$	2,703		$	5,645
Loans past due 90 days or more and accruing interest		167			181
Other real estate owned and repossessed assets		403			304
Total nonperforming assets	$	3,273		$	6,130

Allowance for credit losses on loans	$	15,014		$	14,493

Gross loans	$	1,448,934		$	1,462,686

Allowance for credit losses on loans to nonperforming assets		459	%		236	%

Allowance for credit losses on loans to total loans		1.04	%		0.99	%

Allowance for credit losses on loans to nonaccrual loans		555	%		257	%

Nonaccrual loans to total loans		0.19	%		0.40	%

Non-performing assets to period end loans, other real estate owned and repossessed assets		0.23	%		0.42	%

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Nonperforming assets decreased by $2.8 million during the six months ended June 30, 2024. Nonaccrual loans were $2.7 million and $5.6 million at June 30, 2024 and December 31, 2023, respectively. There was $403 thousand in OREO and repossessed at June 30, 2024 and $304 thousand at December 31, 2023. There were $167 thousand in loans past due 90 days or more and still accruing at June 30, 2024 and $181 thousand in loans past due 90 days or more and still accruing at December 31, 2023. The percentage of nonperforming assets to loans, OREO and repossessed assets was 0.23% at June 30, 2024 and 0.42% at December 31, 2023, respectively.

Total past due loans, as disclosed in Note 5 to the Consolidated Financial Statements, increased to $3.5 million at June 30, 2024 compared to $2.3 million at December 31, 2023. The $1.2 million increase in past due loans was primarily due to changes in the marine and consumer loan portfolios. Total past due loans consist of $1.5 million in marine loans, loans secured by real estate totaling $1.4 million, and consumer and commercial business loans totaling $671 thousand.

During the six months ended June 30, 2024, nonaccrual loans decreased by $2.9 million and totaled $2.7 million at June 30, 2024 compared to $5.6 million at December 31, 2023. The decrease reflects $3.7 million in payoffs of two commercial real estate loans and loan charge-offs totaling $133 thousand, partially offset by a commercial business loan relationship totaling $969 thousand added to nonaccrual loans during the six months ended June 30, 2024. Management evaluates the financial condition of borrowers and the value of any collateral on nonaccrual loans. The results of these evaluations are used to estimate the amount of losses which may be realized on the disposition of these nonaccrual loans and are reflected in the allowance for credit losses on loans. At June 30, 2024 there was a $346 thousand allowance for credit losses required on the commercial business loan relationship due to a potential deficiency in collateral value. There was no allowance for credit losses required on nonaccrual loans at December 31, 2023.

Loans are placed on nonaccrual status when collection of principal and interest is doubtful, generally when a loan becomes 90 days past due. There are three negative implications for earnings when a loan is placed on non-accrual status. First, all interest accrued but unpaid at the date that the loan is placed on non-accrual status is either deducted from interest income or written off as a loss. Second, accruals of interest are discontinued until it becomes certain that both principal and interest can be repaid. Finally, there may be actual losses to principal that require additional provisions for credit losses to be charged against earnings.

For real estate loans, upon foreclosure, the balance of the loan is transferred to OREO and carried at the fair value of the property based on current appraisals and other current market trends, less estimated selling costs. If a write down of the OREO property is necessary at the time of foreclosure, the amount is charged-off to the allowance for credit losses. A review of the recorded property value is performed in conjunction with normal quarterly reviews, and if market conditions indicate that the recorded value exceeds the fair value, additional write downs of the property value are charged directly to operations.

Deposits

Total deposits were $1.49 billion and $1.51 billion at June 30, 2024 and December 31, 2023, respectively. This represents a decrease of $17.7 million or 1.18% during the six months ended June 30, 2024. Note 7 to the Consolidated Financial Statements provides the composition of total deposits at June 30, 2024 and December 31, 2023. The decline in deposits was primarily in core accounts, which decreased $15.6 million and non-core accounts decreased $2.1 million. During the first half of 2024, noninterest demand deposits experienced a decline of $21.6 million, while savings and interest bearing demand deposits declined $9.1 million. Total time deposits increased $12.9 million during the six months ended June 30, 2024 reflecting increases of $10.4 million and $2.5 million for time deposits with balances less than $250,000 and time deposits with balances $250,000 and more, respectively. Marketing efforts, including rate specials, have been utilized to maintain maturing accounts and to acquire new time deposit accounts. Core deposits, consisting of checking accounts, NOW accounts, money market accounts, regular savings accounts and time deposits less than $250,000, totaled $1.26 billion, or 84.63% of total deposits at June 30, 2024 compared to $1.28 billion, or 84.67%, of total deposits at December 31, 2023. At June 30, 2024, over 75% of deposits were fully FDIC insured.

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CAPITAL RESOURCES

The Bank continues to be a well capitalized financial institution. Total shareholders’ equity at June 30, 2024 was $111.1 million, reflecting a percentage of total assets of 6.21%, as compared to $108.4 million and 5.94% at December 31, 2023. The $2.7 million increase in shareholders’ equity was primarily due to net income of $5.7 million earned during the six months ended June 30, 2024, partially offset by an increase in unrealized losses on the securities available for sale portfolio of $953 thousand or $753 thousand, net of tax and dividends declared of $2.1 million. During each of the six months ended June 30, 2024 and 2023, the Company declared dividends of $0.60. The Company has a Dividend Investment Plan that allows shareholders to reinvest dividends in Company stock.

At June 30, 2024, the Bank met all capital adequacy requirements and had regulatory capital ratios in excess of the levels established for well-capitalized institutions. The Bank monitors these ratios on a quarterly basis and has several strategies, including without limitation the issuance of common stock, to ensure that these ratios remain above regulatory minimums. The Bank's capital amounts and ratios are presented using the Federal Reserve's risk-based capital framework.

Effective January 1, 2015, the Federal Reserve issued final risk-based capital rules to align with the Basel III regulatory capital framework and meet certain requirements of the Dodd-Frank Act. The final rules require the Bank to comply with the following minimum capital ratios: (i) a common equity Tier 1 capital ratio of 4.5% of risk-weighted assets; (ii) a Tier 1 capital ratio of 6.0% of risk-weighted assets; (iii) a total capital ratio of 8.0% of risk-weighted assets; and (iv) a leverage ratio of 4.0% of total assets. In addition, a capital conservation buffer requirement of 2.5% was effective January 1, 2019. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with any ratio (excluding the leverage ratio) above the minimum but below the conservation buffer will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall. The capital conservation buffer rule requires the Bank to maintain (i) a minimum ratio of common equity Tier 1 to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (which is added to the 4.5% common equity Tier 1 ratio, effectively resulting in a minimum ratio of common equity Tier 1 to risk-weighted assets of at least 7.0%), (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the 2.5% capital conservation buffer (which is added to the 6.0% Tier 1 capital ratio, effectively resulting in a minimum Tier 1 capital ratio of 8.5%), (iii) a minimum ratio of total capital to risk-weighted assets of at least 8.0%, plus the 2.5% capital conservation buffer (which is added to the 8.0% total capital ratio, effectively resulting in a minimum total capital ratio of 10.5%), and (iv) a minimum leverage ratio of 4.0%, calculated as the ratio of Tier 1 capital to average assets.

At June 30, 2024 and December 31, 2023, the Bank's capital ratios were as follows: Common equity Tier 1 capital was 10.46% and 10.27%, respectively, Tier 1 risk-based capital was 10.46% and 10.27%, respectively, Total risk-based capital was 11.41% and 11.16%, respectively, and Tier 1 leverage was 8.86% and 8.48%, respectively.

Pursuant to the Federal Reserve’s Small Bank Holding Company and Savings and Loan Holding Company Policy Statement, qualifying bank holding companies with total consolidated assets of less than $3 billion, such as the Company, are not subject to consolidated regulatory capital requirements .

On March 31, 2022, the Company entered into Subordinated Note Purchase Agreements with certain purchasers pursuant to which the Company issued and sold $30.0 million in aggregate principal amount of its 4.50% Fixed-to-Floating Rate Subordinated Notes due April 1, 2032. See Note 14 to the Consolidated Financial Statements included in this Form 10-Q, for discussion of subordinated debt.

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LIQUIDITY

Liquidity management involves meeting the present and future financial obligations of the Company with the sale or maturity of assets or with the occurrence of additional liabilities. Liquidity needs are met with cash on hand, deposits in banks, federal funds sold, unpledged securities classified as available for sale and loans maturing within one year. At June 30, 2024, liquid assets totaled $340.1 million as compared to $367.7 million at December 31, 2023. These amounts represented 20.25% and 21.41% of total liabilities at June 30, 2024 and December 31, 2023, respectively. The Company generally attempts to minimize liquidity demand by primarily utilizing core deposits to fund asset growth. Securities provide a constant source of liquidity through paydowns and maturities. Also, the Company maintains short-term borrowing arrangements, namely federal funds lines of credit, with larger financial institutions as an additional source of liquidity. The Bank’s membership with the Federal Home Loan Bank of Atlanta provides a source of borrowings with numerous rate and term structures. The Company’s senior management monitors the liquidity position regularly and attempts to maintain a position which utilizes available funds most efficiently.

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

There have been no material changes in off-balance sheet arrangements and contractual obligations as reported in the 2023 Form 10-K.

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Item 3. Quantitative and Qualitati ve Disclosures about Market Risk

There have been no material changes in Quantitative and Qualitative Disclosures about Market Risk as reported in the 2023 Form 10-K.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company, under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2024 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

Management is also responsible for establishing and maintaining adequate internal control over the Company’s financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended). The Company is currently using the 2013 COSO Framework.

There were no changes in the Company’s internal control over financial reporting during the Company’s three months ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHE R INFORMATION

Item 1. Legal Proceedings

There are no material pending legal proceedings to which the Company is a party or of which the property of the Company is subject.

Item 1A. Ri sk Factors

There were no material changes to the Company’s risk factors as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2023.

Item 2. Unregistered Sales of Equi ty Securities and Use of Proceeds

The following table details the Company's purchases of its common stock during the second quarter of 2024 pursuant to its Stock Repurchase Program ("the Program"). The Company authorized 150,000 shares for repurchase under the Program, which renewed on June 21, 2023 with a start date of July 1, 2023 and an expiration date of June 30, 2024. There were 139,069 shares remaining prior to the Program's expiration on June 30, 2024.


	Issuer Purchases of Equity Securities
	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan		Maximum Number of Shares that may Yet Be Purchased Under the Plan
								139,454
April 1 - April 30, 2024		108	$	29.50		108		139,346
May 1 - May 31, 2024		277		27.85		385		139,069
June 1 - June 30, 2024		—		—		385		139,069
		385	$	28.31		385		139,069

Item 3. Defaults Upo n Senior Securities

None.

Item 4. Mine Saf ety Disclosures

None.

Item 5. Other Information

During the fiscal quarter ended June 30, 2024 , none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408(a) of Regulation S-K).

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Item 6. E xhibits

The following exhibits are filed with this Form 10-Q or incorporated by reference to previous filings. This list includes the exhibit index:


31.1		Certification by Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification by Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification by Chief Executive Officer and 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		The following materials from the Eagle Financial Services, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 formatted in Inline Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (iv) Consolidated Statements of Changes in Shareholders' Equity, (v) Consolidated Statements of Cash Flows and (vi) notes to Consolidated Financial Statements.

104		The cover page from the Eagle Financial Services, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 formatted in Inline XBRL (included with Exhibit 101).

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SIGNAT URES

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, this 14th day of August, 2024.

Eagle Financial Services, Inc.


By:			/S/ BRANDON C. LOREY
			Brandon C. Lorey President and Chief Executive Officer

By:			/S/ KATHLEEN J. CHAPPELL
			Kathleen J. Chappell Executive Vice President, Chief Financial Officer

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Part I - Financi Item 1. Financial Statements Item 1. Financi Note 1. General Note 2. Stock-based Compensation Plan Note 3. Earnings Per Common Share Note 4. Securities Note 5. Loans and Allowance For Credit Losses on Loans Note 6. Restructurings For Borrowers Experiencing Financial Difficulty Note 7. Deposits Note 8. Leases Note 9. Fair Value Measurements Note 10. Change in Accumulated Other Comprehensive Income (loss)Note 11. Other Real Estate Owned Note 12. Qualified Affordable Housing Project Investments Note 13. Recent Accounting Pronouncements and Other Authoritative Guidance Note 14. Borrowings Note 15. Derivatives Note 16. Business Segments Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 2. Management S Discussion and Analysis Of Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 3. Quantitative and Qualitati Item 4. Controls and Procedures Item 4. Controls Part II - Other Information Part II - Othe Item 1. Legal Proceedings Item 1. Legal Item 1A. Risk Factors Item 1A. Ri Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 2. Unregistered Sales Of Equi Item 3. Defaults Upon Senior Securities Item 3. Defaults Upo Item 4. Mine Safety Disclosures Item 4. Mine Saf Item 5. Other Information Item 5. Other Item 6. Exhibits

31.1 Certification by Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification by Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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