BCTF 10-Q

Bancorp 34, Inc. (BCTF)

10-Q 2024-08-14 For: 2024-06-30

View Original

Added on April 12, 2026

Maryland	333-273901	74-2819148
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated Filer	☒
Smaller reporting company	☒	Emerging growth company	☐

		Page Number

PART I. FINANCIAL INFORMATION		2

Item 1.	Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	67
Item 4.	Controls and Procedures	67

PART II. OTHER INFORMATION		68

Item 1.	Legal Proceedings	68
Item 1A.	Risk Factors	68
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	68
Item 3.	Defaults Upon Senior Securities	68
Item 4.	Mine Safety Disclosures	68
Item 5.	Other Information	68
Item 6.	Exhibits	68

Signature Page		69

Exhibit Index		70

	·	the possibility that the anticipated benefits of our recently completed merger (the “Merger”) with CBOA Financial, Inc. (“CBOA”), including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where the Company and CBOA do business or as a result of other unexpected factors or events;
	·	the impact of purchase accounting with respect to the Merger, or any change in the assumptions used regarding the assets purchased and liabilities assumed to determine their fair value;
	·	diversion of management’s attention from ongoing business operations and opportunities;
	·	potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the Merger;
	·	the integration of the business and operations of CBOA, which may take longer than anticipated or be more costly than anticipated or have unanticipated adverse results relating to CBOA’s existing business;
	·	challenges retaining or hiring key personnel;
	·	business disruptions resulting from or following the Merger;
	·	the outcome of pending or threatened litigation or of matters before regulatory agencies, whether currently existing or commencing in the future, including litigation related to the Merger;
	·	increased capital requirements, other regulatory requirements or enhanced regulatory supervision;
	·	the inability to grow revenue and earnings;
	·	the inability to efficiently manage operating expenses;
	·	changes in interest rates and capital markets;
	·	changes in asset quality and credit risk;
	·	changes in deposit costs and liquidity risk;
	·	adverse changes in economic conditions;
	·	Deterioration of the market for commercial real estate, including as a result of continued increasing ecommerce volumes, hybrid or remote work arrangements following the COVID-19 pandemic, higher vacancy rates, higher interest rates, property fraud and other factors;
	·	customer borrowing, repayment, investment and deposit practices;
	·	the impact, extent and timing of technological changes;
	·	changes in legislation, regulation, policies or administrative practices, whether by judicial, governmental or legislative action, including, but not limited to, changes pertaining to banking, securities, taxation, rent regulation and housing, financial accounting and reporting, environmental protection and insurance, and the ability to comply with such changes in a timely manner;
	·	changes in the monetary and fiscal policies of the U.S. Government, including policies of the U.S. Department of the Treasury and the Federal Reserve;
	·	changes in interest rates, which may affect the Company’s net income and other future cash flows, or the market value of the Company’s assets, including its investment securities;
	·	changes in accounting principles, policies, practices or guidelines;
	·	failure to attract new customers and retain existing customers in the manner anticipated;
	·	any interruption or breach of security resulting in failures or disruptions in customer account management, general ledger, deposit, loan or other systems;
	·	the adverse effects of events beyond our control that may have a destabilizing effect on financial markets and the economy, such as epidemics and pandemics, war or terrorist activities, essential utility outages, deterioration in the global economy, instability in the credit markets, disruptions in our customers’ supply chains or disruption in transportation; and
	·	other actions of state and federal banking regulators and legislative and regulatory actions and reforms.

	(Unaudited) June 30, 2024			December 31, 2023
ASSETS
Cash and due from banks	$	52,515		$	27,182
Federal funds sold		26,175			1,715
Total cash and cash equivalents		78,690			28,897

Available-for-sale securities, at fair value		56,257			56,690

Held-to-maturity securities, at amortized cost, net of allowance for credit losses		5,647			5,684

Loans held for investment		735,495			457,027
Allowance for credit losses		(10,801	)		(5,860	)

Loans held for investment, net		724,694			451,167

Other real estate owned		—			3,000
Premises and equipment, net		8,626			7,350
Operating leases right-of-use assets		4,373			1,819
Other investments		6,185			4,063
Accrued interest receivable		2,787			1,597
Deferred income tax asset, net		8,982			4,884
Bank owned life insurance		11,983			11,847
Core deposit intangible, net		8,434			—
Prepaid and other assets		5,613			4,267
Total assets	$	922,271		$	581,265

LIABILITIES AND STOCKHOLDERS’ EQUITY

	(Unaudited) June 30, 2024			December 31, 2023
LIABILITIES
Deposits
Demand deposits	$	214,380		$	88,091
Savings and NOW deposits		340,900			243,505
Time deposits		214,415			128,403
Total deposits		769,695			459,999

Federal Funds Purchased		1,663			—
Federal Reserve Bank BTFP Advances		27,000			29,000
Subordinated debt, net of issuance costs		23,122			24,595
Subordinated debentures, trust preferred securities		4,164			—
Escrows		223			168
Operating lease liabilities		4,958			2,011
Accrued interest and other liabilities		7,347			4,771
Total liabilities		838,172			520,544

STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value Authorized: 100,000,000 shares, including 1,100,000 shares of non-voting common stock
Voting common stock, $0.01 par value Issued and outstanding: 6,614,315 and 3,873,895 on June 30, 2024, and December 31, 2023, respectively		66			39
Non-voting common stock, $0.01 par value Issued and outstanding: 820,115 and 820,115 on June 30, 2024, and December 31, 2023, respectively		8			8
Additional paid-in capital		66,697			43,279
Retained earnings		24,267			24,301
Accumulated other comprehensive loss		(5,623	)		(5,560	)
Unearned Employee Stock Ownership Plan (ESOP) shares		(1,316	)		(1,346	)
Total stockholders’ equity		84,099			60,721

Total liabilities and stockholders’ equity	$	922,271		$	581,265


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Interest and dividend income:
Interest and fees on loans	$	13,034		$	6,341		$	19,924		$	12,450
Interest on securities		496			405			966			823
Interest on other interest-earning assets		1,101			136			1,661			274
Total interest income		14,631			6,882			22,551			13,547

Interest expense:
Interest on deposits		4,905			2,619			8,517			4,820
Interest on borrowings		748			447			1,391			841
Total interest expense		5,653			3,066			9,908			5,661

Net interest income		8,978			3,816			12,643			7,886

Provision (benefit) for credit losses		(50	)		134			3,866			133

Net interest income after provision for credit losses		9,028			3,682			8,777			7,753

Noninterest income:
Service charges on deposit accounts		166			126			257			223
Bank owned life insurance		69			66			137			66
Gain on sale of loans, net		—			61			—			119
Loss on sale of other real estate owned		—			—			(432	)		—
Preliminary bargain purchase gain on the merger (Note 2)		(118	)		—			5,018			—
Other income		—			(25	)		3			(43	)
Total noninterest income		117			228			4,983			365

Noninterest expense:
Salaries and employee benefits		3,403			1,554			5,928			3,657
Occupancy		696			293			1,117			550
Data processing		1,049			669			1,791			1,286
FDIC and other insurance expense		285			90			381			154
Professional Fees		315			105			857			333
Merger Costs		414			766			3,762			805
Advertising		85			6			96			27
Core Deposit Intangible Amortization		434			—			496			—
Other expenses		608			304			1,018			580
Total noninterest expense		7,289			3,787			15,446			7,392

(Loss) income before provision for income taxes		1,856			123			(1,686	)		726
(Benefit from) provision for income taxes		351			19			(1,652	)		177
Net (loss) income	$	1,505		$	104		$	(34	)	$	549

Earnings per share:
Basic	$	0.21		$	0.01		$	(0.01	)	$	0.12
Diluted	$	0.21		$	0.01		$	(0.01	)	$	0.12


	Shares							Balances
																			Accumulated
																			Other
	Voting			Non-voting		Series A		Voting		Non-voting		Series A		Additional					Comprehensive			Unearned
	Common			Common		Preferred		Common		Common		Preferred		Paid-In		Retained			Income			ESOP
	Shares			Shares		Shares		Stock		Stock		Stock		Capital		Earnings			(Loss), Net			Shares			Total
BALANCE, APRIL 1, 2023		3,865,695			—		820,115	$	39	$	—	$	8	$	43,204	$	28,474		$	(5,847	)	$	(1,391	)	$	64,487

Net income		—			—		—		—		—		—		—		104			—			—			104
Other comprehensive loss on AFS securities, net of tax		—			—		—		—		—		—		—		—			(584	)		—			(584	)
Equity awards		10,250			—		—		—		—		—		45		—			—			15			60
Dividends		—			—		—		—		—		—		—		(326	)		—			—			(326	)

BALANCE, JUNE 30, 2023		3,875,945			—		820,115		39		—		8		43,249		28,252			(6,431	)		(1,376	)		63,741

BALANCE, APRIL 1, 2024		6,616,152			820,115		—	$	66	$	8	$	—	$	66,577	$	22,762		$	(5,883	)	$	(1,331	)	$	82,199

Net income		—			—		—		—		—		—		—		1,505			—			—			1,505
Other comprehensive income on AFS securities, net of tax		—			—		—		—		—		—		—		—			260			—			260
Equity awards		(1,824	)		—		—		—		—		—		120		—			—			15			135
Forfeiture of common stock for the Merger, (Note 2)		(13	)		—		—		—		—		—		—		—			—			—			—

BALANCE, JUNE 30, 2024		6,614,315			820,115		—	$	66	$	8	$	—	$	66,697	$	24,267		$	(5,623	)	$	(1,316	)	$	84,099


	Six months ended June 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(34	)	$	549
Adjustments to reconcile net (loss) income to net cash provided by operating activities
Depreciation and amortization		471			269
Stock dividends on other investments		(182	)		(32	)
Amortization of premiums and discounts on securities, net		84			133
Amortization of equity awards		165			90
Gain on sale of loans		—			(119	)
Proceeds from sale of loans		995			774
Loss on sale other real estate owned		432			—
Provision for credit losses		3,866			133
Net appreciation on bank-owned life insurance		(137	)		(66	)
Deferred income tax (benefit) expense		(983	)		(1	)
Preliminary bargain purchase gain from CBOA Financial, Inc. merger		(5,018	)		—
Accretion of discount on loans		(1,665	)		—
Core deposit intangible amortization		496			—
Amortization of discount on time deposits		101			—
Amortization of discount on subordinated debt		21			—

Changes in operating assets and liabilities:
Accrued interest receivable		388			63
Prepaid and other assets		(253	)		1,140
Accrued interest and other liabilities		871			(674	)
Other, net		453			(1	)

Net cash provided by operating activities		71			2,258

CASH FLOWS FROM INVESTING ACTIVITIES
CBOA Financial, Inc. merger, cash acquired		30,927			—
Proceeds from calls, sales, maturities, or principal payments on available-for-sale securities		57,602			3,013
Purchases of available-for-sale securities		(2,942	)		—
Net (purchase) redemptions of other investments		(90	)		(1,261	)
Net change in loans held for investment		34,193			(17,040	)
Proceeds from sale of other real estate owned		2,568			—
Purchases of premises and equipment		(133	)		(95	)

Net cash provided by (used in) investing activities		122,125			(15,383	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits		(37,093	)		(16,697	)
Proceeds from Federal Home Loan Bank advances and other borrowings		1,663			239,398
Repayments of Federal Home Loan Bank advances and other borrowings		(36,973	)		(229,398	)
Common stock repurchases		—			(210	)
Common stock issuance, net		—			10,866
Preferred stock issuance, net		—			4,176
Payment of dividends		—			(657	)

Net cash (used in) provided by financing activities		(72,403	)		7,478

NET CHANGE IN CASH AND CASH EQUIVALENTS		49,793			(5,647	)
CASH AND CASH EQUIVALENTS, beginning of period		28,897			16,947

CASH AND CASH EQUIVALENTS, end of period	$	78,690		$	11,300

SUPPLEMENTAL DISCLOSURES
Interest paid on deposits and borrowings	$	8,811		$	5,427
Income taxes paid (refunds received)	$	7		$	(5	)

(in thousands)	As Recorded by CBOA			Estimated Fair Value Adjustments			Estimated Fair Values as Recorded by Bancorp 34
Fair Value of the common stock consideration							$	23,310

Identifiable assets acquired:
Cash and cash equivalents	$	30,927		$	—		$	30,927
Debt securities available for sale, at fair value		57,844			376			58,220
Loans
Purchased performing		300,080			(15,357	)		284,723
Purchased credit deteriorated		30,425			(4,262	)		26,163
Allowance for credit losses on loans		(3,855	)		3,855			—
Deferred loan fees		(1,033	)		1,033			—
Deferred tax on assets acquired		—			1,233			1,233
Operating right-of-use assets		2,866			—			2,866
Core deposit intangibles		—			8,930			8,930
Other assets		6,284			(20	)		6,264
Total identifiable assets acquired	$	423,538		$	(4,212	)	$	419,326

Identifiable liabilities assumed:
Deposits		346,995			(252	)		346,743
Short-term borrowings		35,000			—			35,000
Long-term borrowings		5,155			(1,012	)		4,143
Deferred taxes on liabilities assumed		—			253			253
Other liabilities		4,661			80			4,741
Total identifiable liabilities assumed	$	391,811		$	(931	)	$	390,880

Net identifiable assets acquired	$	31,727		$	(3,281	)	$	28,446

Preliminary bargain purchase gain							$	(5,136	)

(in thousands)	Estimated Fair Values as Recorded by Bancorp 34			Measurement Period Adjustments for the three months ended June 30, 2024			June 30, 2024
Fair Value of the common stock consideration	$	23,310		$	—		$	23,310

Identifiable assets acquired:
Cash and cash equivalents		30,927			—			30,927
Debt securities available for sale, at fair value		58,220			—			58,220
Loans:
Purchased performing		284,723			—			284,723
Purchased credit deteriorated		26,163			—			26,163
Allowance for credit losses on loans		—			—			—
Deferred Loan Fees		—			—			—
Deferred tax on assets acquired		1,233			(157	)		1,076
Operating right-of-use assets		2,866			—			2,866
Core deposit intangibles		8,930			—			8,930
Other assets		6,264			39			6,303
Total identifiable assets acquired	$	419,326		$	(118	)	$	419,208

Identifiable liabilities assumed:
Deposits		346,743			—			346,743
Short-term borrowings		35,000			—			35,000
Long-term borrowings		4,143			—			4,143
Deferred taxes on liabilities assumed		253			—			253
Other liabilities		4,741			—			4,741
Total identifiable liabilities assumed	$	390,880		$	—		$	390,880

Net identifiable assets acquired	$	28,446		$	(118	)	$	28,328

Preliminary bargain purchase gain	$	(5,136	)	$	118		$	(5,018	)


Unpaid principal balance	$	30,425
Allowance for credit losses at acquisition		(1,164	)
Non-credit discount		(3,098	)
Purchase price	$	26,163

	Pro Forma
	Three months ended June 30,				Six months ended June 30,
(in thousands, except per share data)	2024		2023		2024		2023
Total revenues (net interest income and non-interest income)	$	8,596	$	8,666	$	17,719	$	17,547
Net income	$	1,806	$	1,687	$	3,467	$	3,021
Earnings per share - basic	$	0.28	$	0.25	$	0.52	$	0.46
Earnings per share - diluted	$	0.28	$	0.25	$	0.52	$	0.46


Available-for-sale	June 30, 2024
	Gross		Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
(Dollars in thousands)	Cost		Gains		Losses			Value
Mortgage-backed securities	$	34,413	$	—	$	(4,515	)	$	29,898
U.S. Treasuries		6,018		—		(282	)		5,736
U.S. government agencies		246		—		(13	)		233
Municipal obligations		22,077		—		(2,543	)		19,534
Corporate debt		1,000		—		(144	)		856
Total	$	63,754	$	—	$	(7,497	)	$	56,257


Held-to-maturity	June 30, 2024
	Gross			Gross		Gross			Estimated
	Amortized			Unrealized		Unrealized			Fair
(Dollars in thousands)	Cost			Gains		Losses			Value
Corporate debt	$	5,783		$	—	$	(534	)	$	5,249
Total	$	5,783		$	—	$	(534	)	$	5,249
Allowance for Credit Losses	$	(136	)
Net Carrying Value of Held-to-maturity securities	$	5,647


Available-for-sale	December 31, 2023
	Gross		Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
(Dollars in thousands)	Cost		Gains		Losses			Value
Mortgage-backed securities	$	36,829	$	—	$	(4,362	)	$	32,467
U.S. Treasuries		3,069		—		(277	)		2,792
U.S. government agencies		287		—		(17	)		270
Municipal obligations		22,921		—		(2,593	)		20,328
Corporate debt		1,000		—		(167	)		833
Total	$	64,106	$	—	$	(7,416	)	$	56,690


	Continued Unrealized Loss for Less than 12 Months					Continued Unrealized Loss for 12 Months or More					Total
Description of securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss

Available-for-sale, June 30, 2024
Mortgage-backed securities	$	2,000	$	(5	)	$	27,898	$	(4,510	)	$	29,898	$	(4,515	)
U.S. Treasuries		2,952		(4	)		2,784		(278	)		5,736		(282	)
U.S. government agencies		—		—			233		(13	)		233		(13	)
Municipal obligations		—		—			19,534		(2,543	)		19,534		(2,543	)
Corporate debt		—		—			856		(144	)		856		(144	)

Total temporarily impaired	$	4,952	$	(9	)	$	51,305	$	(7,488	)	$	56,257	$	(7,497	)


Held to Maturity June 30, 2024
Corporate debt	$	—	$	—	$	5,249	$	(534	)	$	5,249	$	(534	)
Total temporarily impaired	$	—	$	—	$	5,249	$	(534	)	$	5,249	$	(534	)


Held to Maturity December 31, 2023
Corporate debt	$	904	$	(96	)	$	4,203	$	(596	)	$	5,107	$	(692	)
Total temporarily impaired	$	904	$	(96	)	$	4,203	$	(596	)	$	5,107	$	(692	)


	Three months ended
	6/30/2024		6/30/2023
Proceeds from sale	$	46,614	$	—
Gross realized gains	$	—	$	—
Gross realized losses	$	—	$	—

	Amortized Cost		Fair Value		Average Yield

Available-for-sale
Due in one year or less	$	3,997	$	3,975		4.67	%
Due from one to five years		10,801		9,683		1.74	%
Due from five to ten years		14,543		12,701		2.41	%
Due after ten years		—		—		—
Mortgage-backed securities		34,413		29,898		2.22	%
Total	$	63,754	$	56,257		2.34	%

	Amortized Cost		Fair Value		Average Yield

Held-to-maturity
Due in one year or less	$	—	$	—		—
Due from one to five years		—		—		—
Due from five to ten years		5,783		5,249		4.30	%
Due after ten years		—		—		—
Total	$	5,783	$	5,249		4.30	%

For the three and six months ended June 30, 2024	Corporate Bonds
Allowance for credit losses:
Beginning balance December 31, 2023	$	115
Provision for credit losses		31
Securities charged off (recoveries)		—
Total ending allowance balance March 31, 2024		146


Provision for credit losses	(10	)
Securities charged off (recoveries)	—
Total ending allowance balance June 30, 2024	136

	June 30,			December 31,
	2024			2023
1-4 Family residential real estate	$	73,788		$	61,645
Commercial		124,092			50,169
Consumer and other		874			698
Construction		47,291			34,538
Non-Owner Occupied (NOO) CRE		254,794			167,203
Owner Occupied (OO) CRE		167,234			82,228
Multifamily		67,422			60,546

Loans held for investment		735,495			457,027

Less: allowance for credit losses		(10,801	)		(5,860	)

Loans, net	$	724,694		$	451,167

	1–4 Family											NOO		OO
	Residential					Consumer						Commercial		Commercial
	Real Estate		Commercial			and Other			Construction			Real Estate		Real Estate		Multifamily		Total
Changes in allowance for credit losses for the three months ended June 30, 2024
Beginning balance	$	898	$	2,907		$	10		$	834		$	3,107	$	2,153	$	766	$	10,675
Provision (credit) for loan losses		75		(343	)		1			(105	)		267		92		13		—
Loans charged off		—		—			(2	)		—			—		—		—		(2	)
Recoveries		4		124			—			—			—		—		—		128
Balance on June 30, 2024	$	977	$	2,688		$	9		$	729		$	3,374	$	2,245	$	779	$	10,801


	Loans Contractually Past Due
	30–59		60–89		Over 90				Loans Not
June 30, 2024	Days		Days		Days		Total		Past Due		Total
1-4 Family residential real estate	$	—	$	62	$	—	$	62	$	73,726	$	73,788
Commercial		—		1,000		2,648		3,648		120,444		124,092
Consumer and other		—		—		—		—		874		874
Construction		—		—		—		—		47,291		47,291
NOO CRE		—		—		—		—		254,794		254,794
OO CRE		—		—		—		—		167,234		167,234
Multifamily		—		—		—		—		67,422		67,422

Total	$	—	$	1,062	$	2,648	$	3,710	$	731,785	$	735,495


	Loans Contractually Past Due
December 31, 2023	30–59 Days		60–89 Days		Over 90 Days		Total		Loans Not Past Due		Total
1-4 Family residential real estate	$	409	$	—	$	—	$	409	$	61,236	$	61,645
Commercial		—		—		589		589		49,580		50,169
Consumer and other		—		—		—		—		698		698
Construction		—		—		—		—		34,538		34,538
NOO CRE		—		—		—		—		167,203		167,203
OO CRE		—		—		—		—		82,228		82,228
Multifamily		—		—		—		—		60,546		60,546

Total	$	409	$	—	$	589	$	998	$	456,029	$	457,027


	Term Loans Amortized Cost by Origination
June 30, 2024	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
1-4 Family
Pass	$	2,921	$	5,667	$	26,872	$	12,305	$	7,696	$	12,652	$	5,613	$	—	$	73,726
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		62		—		—		62
Doubtful		—		—		—		—		—		—		—		—		—
Total 1-4 Family		2,921		5,667		26,872		12,305		7,696		12,714		5,613		—		73,788
Current year-to-date gross write-offs		—		—		—		—		—		—		—		—		—
Commercial
Pass		9,722		34,566		20,854		8,632		3,312		3,577		35,634		—		116,297
Special Mention		—		34		1,102		473		1,911		173		—		—		3,693
Substandard		—		449		2,346		491		580		236		—		—		4,102
Doubtful		—		—		—		—		—		—		—		—		—
Total Commercial		9,722		35,049		24,302		9,596		5,803		3,986		35,634		—		124,092
Current year-to-date gross write-offs		—		—		—		—		208		—		—		—		208
Consumer and other
Pass		77		—		73		—		—		108		616		—		874
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total Consumer and Other		77		—		73		—		—		108		616		—		874
Current year-to-date gross write-offs		—		—		—		—		—		2		—		—		2
Construction
Pass		4,944		13,432		16,127		6,224		28		2,229		20		—		43,004
Special Mention		—		906		1,651		613		—		1,117		—		—		4,287
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total Construction		4,944		14,338		17,778		6,837		28		3,346		20		—		47,291
Current year-to-date gross write-offs		—		—		—		—		—		—		—		—		—
NOO CRE
Pass		1,085		34,154		47,215		71,894		33,203		59,562		6,029		—		253,142
Special Mention		—		—		1,652		—		—		—		—		—		1,652
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total NOO CRE		1,085		34,154		48,867		71,894		33,203		59,562		6,029		—		254,794
Current year-to-date gross write-offs		—		—		—		—		—		—		—		—		—
OO CRE
Pass		1,372		38,388		38,115		44,585		12,328		28,282		1,074		—		164,144
Special Mention		—		226		—		—		—		1,661		—		—		1,887
Substandard		—		—		—		—		35		1,168		—		—		1,203
Doubtful		—		—		—		—		—		—		—		—		—
Total OO CRE		1,372		38,614		38,115		44,585		12,363		31,111		1,074		—		167,234
Current year-to-date gross write-offs		—		—		—		—		—		—		—		—		—
Multi Family
Pass		—		499		19,957		23,088		6,423		14,547		957		—		65,471
Special Mention		—		—		—		—		1,018		—		—		—		1,018
Substandard		—		—		—		933		—		—		—		—		933
Doubtful		—		—		—		—		—		—		—		—		—
Total Multi Family		—		499		19,957		24,021		7,441		14,547		957		—		67,422
Current year-to-date gross write-offs		—		—		—		—		—		—		—		—		—
Total	$	20,121	$	128,321	$	175,964	$	169,238	$	66,534	$	125,374	$	49,943	$	—	$	735,495

Total year-to-date gross write-offs	$	—	$	—	$	—	$	—	$	208	$	2	$	—	$	—	$	210


	As of June 30, 2024
	Non-accrual loans				Loans past due
	with		Total non-accrual		over 89 days and
	no ACL		loans		still accruing
1-4 Family residential real estate	$	62	$	62	$	—
Commercial		1,280		3,455		—
Consumer and other		—		—		—
Construction		—		—		—
NOO CRE		—		—		—
OO CRE		—		—		—
Multifamily		933		933		—

Total	$	2,275	$	4,450	$	—

	As of December 31, 2023
	Non-accrual loans with no ACL		Total non-accrual loans		Loans past due over 89 days and still accruing
1-4 Family residential real estate	$	66	$	66	$	—
Commercial		847		1,208		—
Consumer and other		—		—		—
Construction		—		—		—
NOO CRE		—		—		—
OO CRE		—		—		—
Multifamily		970		970		—

Total	$	1,883	$	2,244	$	—


	As of June 30, 2024 Collateral Dependent Loans
	Secured by		Secured by
	Real Estate		Other		Total
1-4 Family residential real estate	$	62	$	—	$	62
Commercial		—		3,455		3,455
Consumer and other		—		—		—
Construction		—		—		—
NOO CRE		—		—		—
OO CRE		—		—		—
Multifamily		933		—		933

Total	$	995	$	3,455	$	4,450

	June 30,		December 31,
Maturity	2024		2023
One year or less	$	178,711	$	93,675
Over one through three years		30,846		30,390
Over three through five years		4,859		4,338
Totals	$	214,415	$	128,403


One year or less	$	28,663
Over one through three years		0
Over three through five years		0
Over five through ten years		23,500
Over ten years		5,000
Totals	$	57,163


	June 30, 2024				December 31, 2023
	Fixed		Variable		Fixed		Variable
Commitments to extend credit	$	10,477	$	14,039	$	5,327	$	6,966
Unused lines of credit		4,273		48,277		3,962		18,859
Totals	$	14,750	$	62,316	$	9,289	$	25,825

	For the three months ended June 30, 2024
Beginning Balance:	$	390,000
(Release) provision for credit losses		(40,000	)
Ending Balance	$	350,000

	For the six months ended June 30, 2024
Beginning Balance:	$	135,000
Impact of merger with CBOA Financial, Inc.		222,000
(Release) provision for credit losses		(7,000	)
Ending Balance	$	350,000