BSPA 8-K/A
Ballston Spa Bancorp, Inc. (BSPA)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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.
Explanatory Note
On April 1, 2026, Ballston Spa Bancorp, Inc., a New York corporation, (the “Company”) filed a Current Report on Form 8-K (the “Initial Filing”) to report that on April 1, 2026, the Company completed its the previously announced merger transaction with NBC Bancorp, Inc., a New York corporation (“NBC”).
ThisAmendment No. 1 to the Initial Filing (the “Amendment”) is being filed to provide the financial statements and pro forma financial information required by Item 9.01 of Form 8-K.
The pro forma financial information included in thisAmendment has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and NBC would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after completion of the merger. The pro forma financial information combines the historical consolidated financial position and results of operations of the Company and NBC.
Except as described above, no other changes have been made to the Initial Filing.
| Item 9.01 | Financial Statements and Exhibits |
(a) Financial Statements of BusinessAcquired.
The historical audited consolidated financial statements of NBC Bancorp, Inc for the years ended December 31, 2025 and 2024, which includes the consolidated balance sheets as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, statements of changes in stockholders’ equity and statements of cash flows for the years then ended, and the related notes to the consolidated financial statements, are filed herewith as Exhibit 99.1.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) of Form 8-K are attached hereto as Exhibit 99.2 and incorporated herein by reference into this Item 9.01(b).
The unaudited pro forma combined condensed consolidated financial information giving effect to the Mergers is furnished under this Item 9.01(b) as Exhibit 99.2 attached hereto, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities ExchangeAct of 1934, as amended (the “Exchange Act”), or otherwise subject to liability of such section, nor shall be deemed incorporated by reference in any filing of the Company under the SecuritiesAct of 1933, as amended, or the ExchangeAct, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
(d) Exhibits.
| Number | Description |
| 23.1 | Consent of The Bonadio Group |
| 99.1 | Audited consolidated financial statements of NBC Bancorp, Inc. for the years ended December 31, 2025 and 2024 |
| 99.2 | The unaudited pro forma combined condensed consolidated financial information as of, and for the year ended, December 31, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| BALLSTON SPA BANCORP, INC. | ||
| DATE: June 12, 2026 | By: | /s/ Christopher Dowd |
| Christopher Dowd | ||
| President and Chief Executive Officer |
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITOR
We consent to the use in this Form 8-K/A filing of Ballston Spa Bancorp, Inc. of our report dated March 18, 2026 on the consolidated financial statements of NBC Bancorp, Inc. and Subsidiary as of December 31, 2025 and 2024, and for the years then ended.
/s/ Bonadio & Co. LLP
Syracuse, New York
June 12, 2026
Exhibit 99.1
NBC BANCORP, INC. AND SUBSIDIARY
Consolidated Financial Statements as of
December 31, 2025 and 2024
Together with
Independent Auditor’s Report
NBC BANCORP, INC. AND SUBSIDIARY
TABLE OF CONTENTS
DECEMBER 31, 2025 AND 2024
| Page | |
| INDEPENDENT AUDITOR’S REPORT | 1 - 2 |
| CONSOLIDATED FINANCIAL STATEMENTS | |
| Consolidated Balance Sheets | 3 |
| Consolidated Statements of Comprehensive Income | 4 |
| Consolidated Statements of Changes in Stockholders’ Equity | 6 |
| Consolidated Statements of Cash Flows | 7 |
| Notes to Consolidated Financial Statements | 8 - 41 |
 |
|
| INDEPENDENT AUDITOR’S REPORT | |
| To the Board of Directors and Stockholders of NBC Bancorp, Inc. and Subsidiary: | |
| Opinion | |
| We have audited the accompanying consolidated financial statements of NBC Bancorp, Inc. and Subsidiary, which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in stockholders' equity, and cash flows for the years then ended, and the related notes to the financial statements. | |
| In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of NBC Bancorp, Inc. and Subsidiary as of December 31, 2025 and 2024 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. | |
| Basis for Opinion | |
| We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of NBC Bancorp, Inc. and Subsidiary and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. | |
| Responsibilities of Management for the Financial Statements | |
| Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. | |
| In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about NBC Bancorp, Inc. and Subsidiary’s ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued. | |
| Auditor’s Responsibilities for the Audit of the Financial Statements | |
432 North Franklin Street, #60 Syracuse, NY 13204 p (315) 476-4004 f (315) 254-2384
www.bonadio.com |
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements, are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements. |
(Continued)
ALBANY • BUFFALO • DALLAS • EAST AURORA • NEW YORK CITY • ROCHESTER • RUTLAND • SARASOTA • SYRACUSE • UTICA • VIRGINIA BEACH • WILMINGTON
| 1 |
INDEPENDENT AUDITOR’S REPORT
(Continued)
Auditor’s Responsibilities for the Audit of the Financial Statements (Continued)
In performing an audit in accordance with generally accepted auditing standards, we:
| · | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| · | Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| · | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of NBC Bancorp, Inc. and Subsidiary’s internal control. Accordingly, no such opinion is expressed. |
| · | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements. |
| · | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about NBC Bancorp, Inc. and Subsidiary’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.
/s/ Bonadio & Co. LLP
March 18, 2026
NBC BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Cash and due from banks | $ | 33,028,780 | $ | 13,455,208 | ||||
| Federal funds sold | 454,188 | 135,386 | ||||||
| Total cash and cash equivalents | 33,482,968 | 13,590,594 | ||||||
| Debt securities available-for-sale, at fair value | 100,914,774 | 118,062,757 | ||||||
| Debt securities held-to-maturity (fair value of $3,909,197 and $3,981,570, respectively) | 3,783,547 | 3,961,052 | ||||||
| Federal Reserve Bank stock | 852,250 | 852,250 | ||||||
| Federal Home Loan Bank stock | 1,077,200 | 1,516,800 | ||||||
| Loans, less allowance for credit losses of $3,679,678 and $4,028,458, respectively | 362,675,863 | 384,069,378 | ||||||
| Premises, furniture and fixtures, net | 4,265,258 | 4,492,112 | ||||||
| Right of use asset | 1,431,580 | 1,562,544 | ||||||
| Other assets | 3,066,466 | 4,095,108 | ||||||
| Other real estate owned | - | 172,968 | ||||||
| Total assets | $ | 511,549,906 | $ | 532,375,563 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Deposits: | ||||||||
| Noninterest bearing deposit accounts | $ | 105,287,426 | $ | 107,554,623 | ||||
| Interest bearing deposit accounts | 345,785,150 | 352,582,221 | ||||||
| Total deposits | 451,072,576 | 460,136,844 | ||||||
| Borrowed funds | 12,407,257 | 28,315,961 | ||||||
| Subordinated debentures | 9,550,000 | 9,550,000 | ||||||
| Lease liability | 1,495,797 | 1,616,074 | ||||||
| Accrued interest payable | 553,213 | 534,850 | ||||||
| Other liabilities | 279,507 | 552,110 | ||||||
| Total liabilities | 475,358,350 | 500,705,839 | ||||||
| STOCKHOLDERS' EQUITY: | ||||||||
| Common stock, $5 par value; shares 1,000,000 authorized at December 31, 2025 and 2024; issued and outstanding 473,239 at December 31, 2025 and 2024 | 2,366,195 | 2,366,195 | ||||||
| Additional paid-in capital | 17,491,445 | 17,491,445 | ||||||
| Retained earnings | 19,820,786 | 18,744,467 | ||||||
| Accumulated other comprehensive loss | (3,486,870 | ) | (6,932,383 | ) | ||||
| Total stockholders' equity | 36,191,556 | 31,669,724 | ||||||
| Total liabilities and stockholders' equity | $ | 511,549,906 | $ | 532,375,563 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| 3 |
NBC BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 2025 | 2024 | |||||||
| INTEREST INCOME: | ||||||||
| Interest and fees on loans | $ | 20,115,079 | $ | 19,875,129 | ||||
| Interest on debt securities: | ||||||||
| Taxable | 1,291,989 | 1,713,317 | ||||||
| Tax exempt | 613,493 | 620,399 | ||||||
| Interest on federal funds sold and other interest bearing deposits | 733,173 | 411,532 | ||||||
| 22,753,734 | 22,620,377 | |||||||
| INTEREST EXPENSE: | ||||||||
| Time deposits of $250,000 or more | 1,334,959 | 1,264,128 | ||||||
| Other deposits | 7,238,838 | 6,133,451 | ||||||
| Borrowed funds and subordinated debentures | 1,427,646 | 2,925,873 | ||||||
| Total interest expense | 10,001,443 | 10,323,452 | ||||||
| Net interest income | 12,752,291 | 12,296,925 | ||||||
| PROVISION FOR CREDIT LOSSES | ||||||||
| Loans | (350,000 | ) | 100,000 | |||||
| Unfunded commitments | - | - | ||||||
| Debt securities | - | - | ||||||
| Total provision for credit losses | (350,000 | ) | 100,000 | |||||
| Net interest income after provision for loan losses | 13,102,291 | 12,196,925 | ||||||
| NONINTEREST INCOME: | ||||||||
| Service charges | 445,851 | 413,861 | ||||||
| Interchange fee income | 932,790 | 957,034 | ||||||
| Mortgage recording tax refunds | - | 189,054 | ||||||
| Other noninterest income | 429,154 | 280,587 | ||||||
| Total noninterest income | 1,807,795 | 1,840,536 | ||||||
| NONINTEREST EXPENSE: | ||||||||
| Salaries and employee benefits | 6,936,683 | 6,649,949 | ||||||
| Premises | 1,441,979 | 1,478,863 | ||||||
| Computer service fees | 664,576 | 730,536 | ||||||
| Data processing fees | 588,744 | 434,436 | ||||||
| Internet banking fees | 559,586 | 506,567 | ||||||
| Assessments | 491,577 | 434,478 | ||||||
| Bank card supplies and expenses | 459,427 | 485,314 | ||||||
| Merger related expenses | 444,727 | - | ||||||
| Professional fees | 364,544 | 313,455 | ||||||
| Advertising | 225,445 | 213,110 | ||||||
| Directors fees | 217,300 | 211,600 | ||||||
| Consulting fees | 213,990 | 161,753 | ||||||
| Stationery and supplies | 144,103 | 118,155 | ||||||
| Other noninterest expenses | 857,410 | 894,953 | ||||||
| Total noninterest expenses | 13,610,091 | 12,633,169 | ||||||
| INCOME BEFORE PROVISION FOR INCOME TAXES | 1,299,995 | 1,404,292 | ||||||
| PROVISION FOR INCOME TAXES | 223,676 | 187,968 | ||||||
| Net income | $ | 1,076,319 | $ | 1,216,324 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| 4 |
NBC BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 2025 | 2024 | |||||||
| COMPREHENSIVE INCOME | ||||||||
| Net Income | $ | 1,076,319 | $ | 1,216,324 | ||||
| Other comprehensive income, net of tax: | ||||||||
| Unrealized holding gains arising during period | 4,361,407 | 1,660,730 | ||||||
| Reclassification adjustment for losses included in net income | - | - | ||||||
| Other comprehensive gain | 4,361,407 | 1,660,730 | ||||||
| Tax effect | 915,894 | 348,754 | ||||||
| Other comprehensive gain, net of tax | 3,445,513 | 1,311,976 | ||||||
| Comprehensive income | $ | 4,521,832 | $ | 2,528,300 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| 5 |
NBC BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| Accumulated | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Common | Additional | Retained | Comprehensive | |||||||||||||||||
| Stock | Paid-In Capital | Earnings | (Loss) Income | Total | ||||||||||||||||
| BALANCES, JANUARY 1, 2024 | $ | 2,366,195 | $ | 17,491,445 | $ | 17,646,453 | $ | (8,244,359 | ) | $ | 29,259,734 | |||||||||
| Net income | - | - | 1,216,324 | - | 1,216,324 | |||||||||||||||
| Dividends | - | - | (118,310 | ) | - | (118,310 | ) | |||||||||||||
| Other comprehensive gain | - | - | - | 1,311,976 | 1,311,976 | |||||||||||||||
| BALANCES, DECEMBER 31, 2024 | 2,366,195 | 17,491,445 | 18,744,467 | (6,932,383 | ) | 31,669,724 | ||||||||||||||
| Net income | - | - | 1,076,319 | - | 1,076,319 | |||||||||||||||
| Other comprehensive gain | - | - | - | 3,445,513 | 3,445,513 | |||||||||||||||
| BALANCES, DECEMBER 31, 2025 | $ | 2,366,195 | $ | 17,491,445 | $ | 19,820,786 | $ | (3,486,870 | ) | $ | 36,191,556 | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 6 |
NBC BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 2025 | 2024 | |||||||
| CASH FLOW FROM OPERATING ACTIVITIES: | ||||||||
| Net income | $ | 1,076,319 | $ | 1,216,324 | ||||
| Adjustments to reconcile net income to net cash flow from operating activities: | ||||||||
| Provision for credit losses | (350,000 | ) | 100,000 | |||||
| Operating lease payments | (182,697 | ) | (177,895 | ) | ||||
| Gain on the sale of other real estate owned | (132,330 | ) | - | |||||
| Deferred income tax benefit | (30,275 | ) | (36,166 | ) | ||||
| Depreciation | 463,718 | 544,553 | ||||||
| Net amortization of bond premiums and discounts | 220,790 | 40,645 | ||||||
| Net amortization of right of use asset and lease liability | 193,383 | 193,403 | ||||||
| Decrease (increase) in accrued interest receivable | 106,259 | 8,951 | ||||||
| Decrease (increase) in other assets | 36,763 | 777,049 | ||||||
| Increase in accrued interest payable | 18,363 | 47,607 | ||||||
| Decrease in other liabilities | (272,601 | ) | (516,765 | ) | ||||
| Net cash flow from operating activities | 1,147,692 | 2,197,706 | ||||||
| CASH FLOW FROM INVESTING ACTIVITIES: | ||||||||
| Proceeds from sales, maturities, calls and principal payments of available for sale debt securities | 21,288,600 | 46,151,840 | ||||||
| Purchase of available for sale securities | - | (29,708,058 | ) | |||||
| Proceeds from maturities, calls and principal payments of held-to-maturity debt securities | 930,961 | 1,097,183 | ||||||
| Purchases of debt securities held to maturity | (753,456 | ) | (365,905 | ) | ||||
| Purchases of Federal Reserve Bank stock | - | (46,500 | ) | |||||
| Redemptions of Federal Home Loan Bank Stock | 439,600 | 535,700 | ||||||
| Net decrease (increase) in loans | 21,743,515 | (998,483 | ) | |||||
| Proceeds from the sale of other real estate | 305,298 | - | ||||||
| Purchase of premises, furniture and fixtures | (236,864 | ) | (212,866 | ) | ||||
| Net cash flow from investing activities | 43,717,654 | 16,452,911 | ||||||
| CASH FLOW FROM FINANCING ACTIVITIES: | ||||||||
| Net (decrease) increase in deposits | (9,064,268 | ) | 27,202,678 | |||||
| Advances of long-term borrowings | 331,510 | 12,611,647 | ||||||
| Net change in short-term borrowings | (16,240,214 | ) | (55,000,000 | ) | ||||
| Dividends paid | - | (118,310 | ) | |||||
| Net cash flow from financing activities | (24,972,972 | ) | (15,303,985 | ) | ||||
| CHANGE IN CASH AND CASH EQUIVALENTS | 19,892,374 | 3,346,632 | ||||||
| CASH AND CASH EQUIVALENTS - beginning of year | 13,590,594 | 10,243,962 | ||||||
| CASH AND CASH EQUIVALENTS - end of year | $ | 33,482,968 | $ | 13,590,594 | ||||
| SUPPLEMENTARY CASH FLOWS INFORMATION: | $ | 549,402 | $ | 446,268 | ||||
| Income taxes paid | ||||||||
| Interest paid | $ | 9,983,080 | $ | 10,191,442 | ||||
| NON-CASH DISCLOSURES: | ||||||||
| Transfer of loans to other real estate owned and repossessed assets | $ | - | $ | 172,968 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
7
NBC BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
| 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Nature of Operations
NBC Bancorp, Inc. (the Corporation) provides a full range of banking services to individual and small business customers through its wholly owned subsidiary, The National Bank of Coxsackie. NBC Bancorp, Inc. and its wholly owned subsidiary, The National Bank of Coxsackie (collectively, the “Bank”), operate in Coxsackie, New York, with branches in Athens, Cairo, Greenville, Middleburgh, Ravena, West Coxsackie, and Glenmont, New York. The Bank also maintains a loan production office in Latham, New York. The Corporation and the Bank are subject to the regulations of certain Federal agencies and undergo periodic examinations by those regulatory authorities.
Basis of Consolidation
The accompanying consolidated financial statements include the accounts of the Bank. Significant intercompany accounts and transactions have been eliminated from the consolidated financial statements.
Estimates
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and income and expenses for the period. Actual results could differ significantly from those estimates, and such differences, may be significant.
Cash and Cash Equivalents
Cash and cash equivalents include cash, deposits with other financial institutions with maturities fewer than 90 days, and federal funds sold. The Bank may be required to maintain a reserve fund in cash or on deposit with the Federal Reserve Bank. As of December 31, 2025 and 2024, there was no required reserve. The Bank may also be required to maintain clearing balance funds on deposit with the Federal Reserve Bank. There was no required minimum clearing balance at December 31, 2025 and 2024.
Presentation of Cash Flows
For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, and federal funds sold. Generally, federal funds are purchased or sold for one day periods.
Debt Securities
Debt securities that management has the positive intent and ability to hold to maturity are classified as "held-to-maturity" and recorded at amortized cost. Securities not classified as held-to-maturity are classified as "available-for-sale" and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income.
8
| 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Debt Securities (Continued)
Interest and dividend income is recognized when earned. Purchase premiums and discounts are recognized in interest income using the interest method. Purchase premiums on callable debt securities are amortized to the first call date while all other premiums and discounts are amortized over the terms of the securities. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.
A debt security is placed on nonaccrual status at the time any principal or interest payments become delinquent. A security is considered to be delinquent once it is 90 days contractually past due under the terms of the agreement. Interest accrued but not received for a security placed on non-accrual is reversed against interest income.
Debt securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain debt securities, it is at least reasonably possible that changes in the values of debt securities will occur in the near term and the amounts reported in the accompanying consolidated financial statements.
Allowance for Credit Losses – Held-to-Maturity Securities
Management measures expected credit losses on held-to-maturity debt securities on a collective basis by major security type. The Bank’s portfolio for HTM securities is primarily made up of New York State local municipal bonds that are not rated. The accrued interest receivable on held-to-maturity debt securities totaled $37,116 and $37,840 at December 31, 2025 and 2024, respectively, and is excluded from the estimate of credit losses. The estimate of expected credit losses considers historical credit loss information, if available, and payment history. The Bank determined that no allowance for credit losses was required on its HTM portfolio as of December 31, 2025 and 2024.
Allowance for Credit Losses – Available-For-Sale Securities
The impairment model for AFS debt securities differs from the CECL approach utilized for HTM debt securities because AFS debt securities are measured at fair value rather than amortized cost. For available-for-sale debt securities in an unrealized loss position, the Bank assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For debt securities available-for-sale that do not meet the aforementioned criteria, the Bank evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.
9
| 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Allowance for Credit Losses – Available-For-Sale Securities (Continued)
Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit losses. Losses are charged against the allowance when management believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Debt securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain debt securities, it is at least reasonably possible that changes in the values of debt securities will occur in the near term and the amounts reported in the accompanying consolidated financial statements. The balance of accrued interest receivable for available-for-sale securities was $272,470 and $334,177 as of December 31, 2025 and 2024, respectively, and was excluded from the estimate of credit losses.
Restricted Stock
The Bank has restricted investments in Federal Reserve Bank (FRB) and Federal Home Loan Bank (FHLB) stocks. Federal law requires a member institution to hold stock of its district FRB and FHLB according to predetermined formulas. The stock is carried at cost and periodically reviewed for impairment based on ultimate recovery of par value.
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are stated at their outstanding unpaid principal balances, less the allowance for credit losses. Interest income is accrued on the unpaid principal balances using the effective interest method. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments.
The loans portfolio is segmented into residential real estate mortgages, commercial and consumer loans. Commercial loans consist of commercial real estate and other commercial loans. Consumer loans include home equity and junior liens and other consumer loans.
The risk characteristics within the loan portfolio vary depending on the loan segment. Consumer loans generally are repaid from personal sources of income. Risks associated with consumer loans primarily include general economic risks such as declines in the local economy creating higher rates of unemployment. Those conditions may also lead to a decline in collateral values should the Bank be required to foreclose on or repossess the collateral securing consumer loans. These economic risks also impact the commercial loan segment, however commercial loans are considered to have greater risk than consumer loans as the primary source of repayment is from the cash flow of the business customer. Real estate loans, including residential mortgages, commercial real estate loans and home equity loans comprise approximately 97% and 95% of the portfolio at December 31, 2025 and 2024, respectively. Loans secured by real estate provide the best collateral protection and thus significantly reduce the inherent risk in the portfolio.
Non-accrual and Past Due Loans
Loans are considered past due if the required principal and interest payments have not been received within thirty days of the payment due date.
10
| 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Non-accrual and Past Due Loans (Continued)
For all classes of loans receivable, the accrual of interest is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan may be currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on non-accrual status, unpaid interest is reversed and charged to interest income. Interest received on non-accrual loans, including impaired loans, generally is either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time, and the ultimate collectability of the total contractual principal and interest is no longer in doubt. Non-accrual troubled debt restructurings are restored to accrual status if principal and interest payments, under the modified terms, are current for six consecutive months after modification.
When future collectability of the recorded loan balance is expected, interest income may be recognized on a cash basis. In the case where a non-accrual loan had been partially charged off, recognition of interest on a cash basis is limited to that which would have been recognized on the recorded loan balance at the contractual interest rate. Cash interest receipts in excess of that amount are recorded as recoveries to allowance for loan losses until prior charge-offs have been fully recovered.
Modifications for Debtors Experiencing Financial Difficulty
The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty, if applicable. The Bank uses a weighted average remaining life methodology to determine the allowance for credit losses.
Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. Occasionally, the Bank modifies loans by providing principal forgiveness on certain of its real estate loans.
When principal forgiveness is provided, the amortized cost basis of the asset is written off against the allowance for credit losses. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses. In some cases, the Bank will modify a certain loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted.
11
| 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Allowance for Credit Losses on Off-Balance Sheet Credit Exposures
The Bank maintains a separate reserve for credit losses on off-balance-sheet credit exposures, including unfunded loan 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 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 over its estimated life, utilizing the same models and approaches for the Bank's other loan portfolio segments described above, as these unfunded commitments share similar risk characteristics as its loan portfolio segments. The Bank 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 Bank or for undrawn amounts under such arrangements that may be drawn prior to the cancellation of the arrangement. At December 31, 2025 and 2024, the liability for credit losses on off-balance-sheet credit exposures included in other liabilities was approximately $177,000 and no provision for credit losses was recorded during the year.
Allowance for credit losses on loans
The allowance for credit losses is a valuation account that is deducted the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.
Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical loss experience is generally the starting point for estimating expected credit losses. The Bank then considers whether the historical loss experience should be adjusted for asset-specific risk characteristics or current conditions at the reporting date that did not exist over the period from which historical experience is used. The Banks historical loss experience is supplemented with peer information across all loan pools.
Peer selection is based on a review of institutions within the state of New York and asset size between $300 million and $1 billion. Finally, the Bank considers forecasts about future economic conditions that are reasonable and supportable. Significant management judgment is required at various points in the measurement process. The Bank utilizes the remaining life methodology on all pools. The calculated historical loss rates are adjusted for forecasted economic conditions. These forecasts are applied over a period that management has determined to be reasonable and supportable. Beyond the period over which management can develop or source a reasonable and supportable forecast, the model will revert to the long-term average historical loss using a straight-line, time-based methodology.
12
| 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Allowance for credit losses on loans (Continued)
After quantitative considerations, management applies additional qualitative adjustments so that the allowance for credit losses is reflective of the estimate of lifetime losses that exist in the loan portfolio at the balance sheet date. Qualitative considerations include limitations inherent in the quantitative model; trends experienced in nonperforming and delinquent loans; changes in value of underlying collateral; changes in lending policies and procedures; nature and composition of loans; portfolio concentrations that may affect loss experience across one or more components of the portfolio; the experience, ability and depth of lending management and staff; the Bank’s credit review system; and the effect of external factors; such as competition, legal and regulatory requirements.
The allowance for credit losses is measured on a collective pool basis with receivables that have similar risk characteristics. The Bank has developed segmentation based upon federal call report segmentation and subsegmented commercial mortgages that are categorized as 1-4 family residential mortgages in the federal call report.
Loans that do not share risk characteristics and meet materiality criteria are evaluated on an individual basis and are excluded from the pooled evaluation. When management determines that foreclosure is probable, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. If the loan is not collateral dependent, the allowance for credit losses related to individually assessed loans is based on discounted expected cash flows using the loan’s initial effective interest rate.
The allowance for credit losses represents management’s estimate of losses inherent in the loan portfolio as of the balance sheet date and it is recorded as a reduction of loans. The allowance is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for credit losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans are charged against the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely.
Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful and loss. Loans classified as special mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weakness may result in deterioration of the repayment prospects. Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of debt. They include loans that are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged. Loans classified as doubtful have all the weaknesses inherent in loans classified as substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable.
Loans classified as loss are considered uncollectible and are charged to the allowance for credit losses. Loans that are not classified are rated as pass. In addition, Federal regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for credit losses and may require the Bank to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management. Based on management’s comprehensive analysis of the loan portfolio, management believes the current level of the allowance for credit losses is adequate.
13
| 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Accrued Interest Receivable
Accrued interest receivable balances are presented separately within other assets balance sheet line item. The Company has excluded interest receivable that is included in amortized cost of financing receivables from related disclosures requirements and accrued interest receivable is written off by reversing interest income.
For loans, write off typically occurs upon becoming over 90 to 120 days past due and therefore the amount of such write offs are immaterial. Historically, the Company has not experienced uncollectible accrued interest receivable on investment securities. The balance of accrued interest receivable for loans at December 31, 2025 and 2024 $1,061,591 and $1,105,419, respectively. The amounts are included in other assets.
Premises, Furniture and Fixtures
Premises, furniture and fixtures are stated on the basis of cost less accumulated depreciation. Depreciation is charged to current operations using the straight-line method over the estimated useful lives of the assets. Buildings have an estimated useful life of 39 years and furniture and equipment have estimated useful lives of 5 to 7 years. Maintenance and repairs are charged to operations as incurred.
Leases
Options to renew or terminate the lease are recognized as part of the right-of-use asset and lease liability when it is reasonably certain the options will be exercised. The lease agreements contain both lease and non-lease components, such as maintenance costs, which are accounted for separately. Operating lease expense for fixed lease payments is recognized on a straight-line basis over the lease term. In addition, the Bank does not recognize right-of-use assets or lease liabilities for short-term leases with a term of twelve months or less, which are also expensed as incurred.
Foreclosed Real Estate
Real estate properties acquired through foreclosure or by deed in lieu of loan foreclosure are initially recorded at fair value less estimated selling cost at the date of physical possession. Physical possession of residential real estate property collateralizing a residential mortgage loan occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for credit losses.
After foreclosure, property held for sale is carried at the lower of the new cost basis or fair value less cost to sell. Costs of significant property improvements are capitalized, whereas costs relating to holding property are expensed. Valuations are periodically performed 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 its fair value less cost to sell. As of December 31, 2025 and 2024 the balance of other real estate owned was $0 and $172,968, respectively.
Dividend Restriction
Banking regulations require maintaining certain capital levels and may limit the dividends paid by the Bank to the Corporation or by the Corporation to the stockholders.
14
| 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Mortgage Recording Tax
The Mortgage Recording Tax (MRT) is a tax paid when a mortgage is recorded by the Bank at a respective county office. For New York State (NYS) purposes, a dollar for dollar tax credit is allowed for the special additional mortgage recording tax paid on residential mortgages if the real property is located within an eligible county. The special additional mortgage recording tax credits may be used to reduce business income tax or capital base tax, but shall not reduce the tax below the fixed dollar minimum.
Effective for tax years beginning on or after January 1, 2015, a taxpayer who has a mortgagee paid special additional mortgage recording tax on residential mortgages, may elect to treat any unused portion of the credit as an overpayment of tax to be credited to future periods or refunded, instead of as a carryforward. Any carryforward credit from a prior period is not eligible to be refunded. Prevailing practice in financial reporting for these credits is that a claim for refund should be recognized only when the claim is probable as it is defined in FASB ASC 450, Contingencies. Accordingly, if the Bank feels that it is probable that it will recover amounts previously paid via the MRT, then the bank should recognize a receivable for amounts to be received for the amounts paid to be recovered via the MRT refund. These refunds are however subject to regular audit by NYS and therefore any uncertainties related to qualifying for the MRT refund should be assessed as to whether the claim for the refund is probable. The Bank does not believe that the claim process adequately meets the probably threshold and therefore does not recognize the MRT refund until it is received. The refund is reported on the Mortgage Reporting Tax Refund line item within the Noninterest Income section of the Consolidated Statements of Comprehensive Income.
Advertising Costs
The Bank expenses advertising costs as incurred. Advertising expenses were approximately $225,000 and $213,000 for the years ended December 31, 2025 and 2024.
Income Taxes
Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the financial reporting and income tax basis of available-for-sale securities, the allowance for credit losses, deferred loan origination fees, premises and equipment. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in the laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Interest and penalties assessed by taxing authorities, if any, are included in the provision for income taxes.
Net Income Per Common Share
The Corporation has a simple capital structure. Net income and dividends per share are computed on the weighted average number of shares outstanding which was 473,239 in 2025 and 2024. Basic earnings per share was $2.27 and $2.57 for the years ended December 31, 2025 and 2024, respectively. There were no dilutive shares for the years ended December 31, 2025 and 2024.
15
| 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Comprehensive Income
Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the stockholders’ equity section of the statements of financial condition, such items along with net income are components of comprehensive income.
| 2. | DEBT SECURITIES |
The amortized cost and fair value of debt securities at December 31 are as follows:
| 2025 | ||||||||||||||||
| Gross | Gross | |||||||||||||||
| Amortized | Unrealized | Unrealized | Estimated | |||||||||||||
| Cost | Gains | Losses | Fair Value | |||||||||||||
| AVAILABLE-FOR-SALE: | ||||||||||||||||
| U.S. Treasuries | $ | 48,831,226 | $ | - | $ | (1,559,898 | ) | $ | 47,271,328 | |||||||
| U.S. Government agencies | 9,080,013 | - | (309,652 | ) | 8,770,361 | |||||||||||
| Residential mortgage backed | 8,395,749 | 34,187 | (272,686 | ) | 8,157,250 | |||||||||||
| State and local governments | 39,021,546 | - | (2,305,711 | ) | 36,715,835 | |||||||||||
| $ | 105,328,535 | $ | 34,187 | $ | (4,447,947 | ) | $ | 100,914,774 | ||||||||
| HELD-TO-MATURITY: | ||||||||||||||||
| Corporate | $ | 1,000,000 | $ | - | $ | - | $ | 1,000,000 | ||||||||
| State and local governments | 2,783,547 | 126,358 | (708 | ) | 2,909,197 | |||||||||||
| $ | 3,783,547 | $ | 126,358 | $ | (708 | ) | $ | 3,909,197 | ||||||||
| 2024 | ||||||||||||||||
| Gross | Gross | |||||||||||||||
| Amortized | Unrealized | Unrealized | Estimated | |||||||||||||
| Cost | Gains | Losses | Fair Value | |||||||||||||
| AVAILABLE-FOR-SALE | ||||||||||||||||
| U.S. Treasuries | $ | 54,726,697 | $ | - | $ | (3,613,259 | ) | $ | 51,113,438 | |||||||
| U.S. Government agencies | 20,123,905 | 695 | (913,023 | ) | 19,211,577 | |||||||||||
| Residential mortgage backed | 12,267,686 | 8 | (623,799 | ) | 11,643,895 | |||||||||||
| State and local governments | 39,719,636 | - | (3,625,789 | ) | 36,093,847 | |||||||||||
| $ | 126,837,924 | $ | 703 | $ | (8,775,870 | ) | $ | 118,062,757 | ||||||||
| HELD-TO-MATURITY: | ||||||||||||||||
| Corporate | $ | 1,000,000 | $ | - | $ | - | $ | 1,000,000 | ||||||||
| State and local governments | 2,961,052 | 63,971 | (43,453 | ) | 2,981,570 | |||||||||||
| $ | 3,961,052 | $ | 63,971 | $ | (43,453 | ) | $ | 3,981,570 | ||||||||
16
| 2. | DEBT SECURITIES (Continued) |
All U.S. Government, U.S. Government agencies and residential mortgage-backed securities are issued by U.S. government agencies or U.S. government sponsored enterprises.
The following tables set forth the Bank’s investment in securities with unrealized losses of less than twelve months and unrealized losses of twelve months or more at December 31:
| 2025 | ||||||||||||||||||||||||
| Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||
| Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
| Value | Losses | Value | Losses | Value | Losses | |||||||||||||||||||
| AVAILABLE-FOR-SALE: | ||||||||||||||||||||||||
| U.S. Treasuries | $ | - | $ | - | $ | 47,271,328 | $ | 1,559,898 | $ | 47,271,328 | $ | 1,559,898 | ||||||||||||
| U.S. Government agencies | - | - | 8,770,362 | 309,652 | 8,770,362 | 309,652 | ||||||||||||||||||
| Residential mortgage backed | - | - | 5,711,664 | 272,686 | 5,711,664 | 272,686 | ||||||||||||||||||
| State and local governments | 150,306 | 27 | 36,565,530 | 2,305,684 | 36,715,836 | 2,305,711 | ||||||||||||||||||
| $ | 150,306 | $ | 27 | $ | 98,318,884 | $ | 4,447,920 | $ | 98,469,190 | $ | 4,447,947 | |||||||||||||
| 2024 | ||||||||||||||||||||||||
| Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||
| Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
| Value | Losses | Value | Losses | Value | Losses | |||||||||||||||||||
| AVAILABLE-FOR-SALE: | ||||||||||||||||||||||||
| U.S. Treasuries | $ | - | $ | - | $ | 51,113,438 | $ | 3,613,259 | $ | 51,113,438 | $ | 3,613,259 | ||||||||||||
| U.S. Government agencies | - | - | 17,212,800 | 913,023 | 17,212,800 | 913,023 | ||||||||||||||||||
| Residential mortgage backed | 3,149,682 | 31,592 | 8,493,851 | 592,207 | 11,643,533 | 623,799 | ||||||||||||||||||
| State and local governments | 355,649 | 860 | 35,738,197 | 3,624,929 | 36,093,846 | 3,625,789 | ||||||||||||||||||
| $ | 3,505,331 | $ | 32,452 | $ | 112,558,286 | $ | 8,743,418 | $ | 116,063,617 | $ | 8,775,870 | |||||||||||||
As of December 31, 2025 there were 1 and 133 AFS securities with an unrealized loss of less than 12 months and 12 months or more, respectively. At December 31, 2024 there were 5 and 151 AFS securities with an unrealized loss of less than 12 months and 12 months or more, respectively.
Unrealized losses on these available-for-sale debt securities have not been recognized into earnings because the issuers of the securities are of high credit quality, as these securities are backed by U.S. government agencies, U.S. sponsored enterprises, or are general obligation bonds issued by New York State municipalities. Therefore, management has determined these securities to be of high credit quality, management does not intend to sell, and is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates and other market conditions. The issuers continue to make timely principal and interest payments on the bonds. The fair values are expected to recover as the bonds approach maturity. The Bank did not record any credit losses on available-for-sale securities during the year ended December 31, 2025 or 2024.
17
| 2. | DEBT SECURITIES (Continued) |
The amortized cost and fair value of debt securities at December 31, 2025, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations without call or prepayment penalties.
| Available-for-Sale | Held-to-Maturity | |||||||||||||||
| Amortized | Fair | Amortized | Fair | |||||||||||||
| Cost | Value | Cost | Value | |||||||||||||
| Due in one year or less | $ | 26,702,632 | $ | 26,363,000 | $ | 110,953 | $ | 112,543 | ||||||||
| Due from one year to five years | 69,441,898 | 66,209,826 | 2,230,460 | 2,277,578 | ||||||||||||
| Due from five years to ten years | 9,184,005 | 8,341,948 | 1,096,019 | 1,168,553 | ||||||||||||
| Due after ten years | - | - | 346,115 | 350,523 | ||||||||||||
| $ | 105,328,535 | $ | 100,914,774 | $ | 3,783,547 | $ | 3,909,197 | |||||||||
The Bank had no gross realized gains or gross realized losses during the year ended December 31, 2025 or 2024.
The carrying amount of debt securities pledged to secure certain lines of credit with the FRB amounted to $0 at December 31, 2025 and approximately $35,400,000 at December 31, 2024. The carrying amount of debt securities pledged to secure certain deposits amounted to approximately $42,221,000 and $61,742,000 at December 31, 2025 and 2024, respectively.
| 3. | LOANS AND ALLOWANCE FOR CREDIT LOSSES |
Loan classification as of December 31 is as follows:
| 2025 | 2024 | |||||||
| Residential real estate mortgage | $ | 223,819,306 | $ | 244,308,524 | ||||
| Commercial real estate | 123,118,719 | 117,572,431 | ||||||
| Other commercial | 7,083,153 | 11,938,039 | ||||||
| Home equity and junior liens | 7,802,246 | 7,550,224 | ||||||
| Other consumer | 4,532,117 | 6,728,618 | ||||||
| Total loans | 366,355,541 | 388,097,836 | ||||||
| Less: Allowance for credit losses | (3,679,678 | ) | (4,028,458 | ) | ||||
| Loans, net | $ | 362,675,863 | $ | 384,069,378 | ||||
Net deferred loan origination fees totaled approximately $121,000 and $164,000 at December 31, 2025 and 2024, respectively, were included in total loans.
18
| 3. | LOANS AND ALLOWANCE FOR CREDIT LOSSES (Continued) |
As of December 31, 2025 and 2024, residential real estate mortgages with a carrying balance of approximately $130,587,000 and $148,043,000, respectively, have been pledged by the Bank to the FHLBNY under a blanket collateral agreement to secure the Bank’s line of credit and term borrowings. Additionally, at December 31, 2025 and 2024, commercial real estate loans with a carrying balance of approximately $49,253,000 and $51,504,000, respectively, were pledged to the FHLBNY under the same agreement. As of December 31, 2025 and 2024 commercial real estate loans with a carrying balance of approximately $56,939,000 and $55,688,000, respectively, have been pledged to the Federal Reserve Bank. At December 31, 2025 and 2024, the recorded investment of residential mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process was approximately $91,000 and $409,000, respectively. At December 31, 2025 and 2024, the recorded investment of commercial mortgage loans secured by commercial real estate for which formal foreclosure proceedings were in process was approximately $209,000 and $752,000, respectively.
The following tables present the classes of the loan portfolio summarized by the pass rating and the classified ratings of special mention, substandard and doubtful within the Bank’s internal risk rating system at December 31, 2025 and 2024.
| 2025 | ||||||||||||||||||||
| Special | ||||||||||||||||||||
| Pass | Mention | Substandard | Doubtful | Total | ||||||||||||||||
| Commercial real estate | $ | 110,728,824 | $ | 48,108 | $ | 12,341,787 | $ | - | $ | 123,118,719 | ||||||||||
| Other commercial | $ | 6,981,569 | $ | - | $ | 101,584 | $ | - | $ | 7,083,153 | ||||||||||
| $ | 117,710,393 | $ | 48,108 | $ | 12,443,371 | $ | - | $ | 130,201,872 | |||||||||||
| Non | ||||||||||||||||||||
| Performing | Performing | Total | ||||||||||||||||||
| Residential real estate mortgage | $ | 222,571,238 | $ | 1,248,068 | $ | 223,819,306 | ||||||||||||||
| Home equity and junior liens | 7,802,246 | - | 7,802,246 | |||||||||||||||||
| Other consumer | 4,463,638 | 68,479 | 4,532,117 | |||||||||||||||||
| $ | 234,837,122 | $ | 1,316,547 | $ | 236,153,669 | |||||||||||||||
The increase in substandard loans over the prior year relates to one larger credits that was rated substandard during the current year.
19
| 3. | LOANS AND ALLOWANCE FOR CREDIT LOSSES (Continued) |
| 2024 | ||||||||||||||||||||
| Special | ||||||||||||||||||||
| Pass | Mention | Substandard | Doubtful | Total | ||||||||||||||||
| Commercial real estate | $ | 107,148,954 | $ | 4,861,498 | $ | 5,561,979 | $ | - | $ | 117,572,431 | ||||||||||
| Other commercial | $ | 11,693,869 | $ | 203,640 | $ | 40,530 | $ | - | $ | 11,938,039 | ||||||||||
| $ | 118,842,823 | $ | 5,065,138 | $ | 5,602,509 | $ | - | $ | 129,510,470 | |||||||||||
| Non | ||||||||||||||||||||
| Performing | Performing | Total | ||||||||||||||||||
| Residential real estate mortgage | $ | 243,035,693 | $ | 1,272,831 | $ | 244,308,524 | ||||||||||||||
| Home equity and junior liens | 7,550,224 | - | 7,550,224 | |||||||||||||||||
| Other consumer | 6,550,777 | 177,841 | 6,728,618 | |||||||||||||||||
| $ | 257,136,694 | $ | 1,450,672 | $ | 258,587,366 |
There were no loans classified as loss at December 31, 2025 and 2024.
The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans as determined by the length of time a recorded payment is past due. The following tables present the classes of the loan portfolio summarized by past due status as of December 31, 2025 and 2024:
| 2025 | ||||||||||||||||||||||||||||
| Greater | ||||||||||||||||||||||||||||
| than 90 | Loans >90 | |||||||||||||||||||||||||||
| 30-59 Days | 60-89 Days | Days Past | Total Past | Days and | ||||||||||||||||||||||||
| Past Due | Past Due | Due | Due | Current | Total Loans | Accruing | ||||||||||||||||||||||
| Residential real estate mortgage | $ | 765,359 | $ | 530,616 | $ | 749,207 | $ | 2,045,182 | $ | 211,774,124 | $ | 223,819,306 | $ | - | ||||||||||||||
| Commercial real estate | 5,985,153 | 301,024 | - | 6,286,177 | 116,832,542 | 123,118,719 | - | |||||||||||||||||||||
| Other commercial | - | - | - | - | 7,083,153 | 7,083,153 | - | |||||||||||||||||||||
| Home equity and junior liens | 61,700 | - | - | 61,700 | 7,740,546 | 7,802,246 | - | |||||||||||||||||||||
| Other consumer | 67,805 | 67,760 | - | 135,565 | 4,396,552 | 4,532,117 | - | |||||||||||||||||||||
| $ | 6,880,017 | $ | 899,400 | $ | 749,207 | $ | 8,528,624 | $ | 357,826,917 | $ | 366,355,541 | $ | - | |||||||||||||||
| 2024 | ||||||||||||||||||||||||||||
| Greater | ||||||||||||||||||||||||||||
| than 90 | Loans >90 | |||||||||||||||||||||||||||
| 30-59 Days | 60-89 Days | Days Past | Total Past | Days and | ||||||||||||||||||||||||
| Past Due | Past Due | Due | Due | Current | Total Loans | Accruing | ||||||||||||||||||||||
| Residential real estate mortgage | $ | 1,254,999 | $ | 246,079 | $ | 380,096 | $ | 1,881,174 | $ | 242,427,350 | $ | 244,308,524 | $ | - | ||||||||||||||
| Commercial real estate | 243,743 | 1,238,752 | 727,928 | 2,210,423 | 115,362,008 | 117,572,431 | - | |||||||||||||||||||||
| Other commercial | 20,219 | - | 177,841 | 198,060 | 11,739,979 | 11,938,039 | - | |||||||||||||||||||||
| Home equity and junior liens | - | - | - | - | 7,550,224 | 7,550,224 | - | |||||||||||||||||||||
| Other consumer | - | - | - | - | 6,728,618 | 6,728,618 | - | |||||||||||||||||||||
| $ | 1,518,961 | $ | 1,484,831 | $ | 1,285,865 | $ | 4,289,657 | $ | 383,808,179 | $ | 388,097,836 | $ | - | |||||||||||||||
20
| 3. | LOANS AND ALLOWANCE FOR CREDIT LOSSES (Continued) |
Information pertaining to changes in the allowance for credit losses for the years ended December 31, 2025 and 2024 and the allocation of the allowance for credit losses and balances of the allowance for credit losses and loans based on individual and collective impairment evaluation by loan portfolio class as of December 31, 2025 and 2024 are as follows:
| 2025 | ||||||||||||||||||||||||||||
| Residential real | Commercial real | Other | Home equity and | |||||||||||||||||||||||||
| estate mortgage | estate | commercial | junior liens | Other consumer | Unallocated | Total | ||||||||||||||||||||||
| Allowance for credit losses: | ||||||||||||||||||||||||||||
| Beginning Balance | $ | 2,158,956 | $ | 1,167,061 | $ | 122,658 | $ | 93,526 | $ | 117,448 | $ | 368,809 | $ | 4,028,458 | ||||||||||||||
| Loans charged off | - | - | - | - | (214,271 | ) | - | (214,271 | ) | |||||||||||||||||||
| Recoveries | 7,781 | - | 2,376 | 1,975 | 203,359 | - | 215,491 | |||||||||||||||||||||
| Provisions for loan losses | (264,230 | ) | 142,130 | (44,978 | ) | (7,537 | ) | (29,104 | ) | (146,281 | ) | (350,000 | ) | |||||||||||||||
| Ending balance | $ | 1,902,507 | $ | 1,309,191 | $ | 80,056 | $ | 87,964 | $ | 77,432 | $ | 222,528 | $ | 3,679,678 | ||||||||||||||
| 2024 | ||||||||||||||||||||||||||||
| Residential real | Commercial real | Other | Home equity and | |||||||||||||||||||||||||
| estate mortgage | estate | commercial | junior liens | Other consumer | Unallocated | Total | ||||||||||||||||||||||
| Allowance for credit losses: | ||||||||||||||||||||||||||||
| Beginning Balance | $ | 2,802,240 | $ | 789,717 | $ | 105,451 | $ | 94,645 | $ | 141,049 | $ | - | $ | 3,933,102 | ||||||||||||||
| Loans charged off | - | - | - | - | (26,857 | ) | - | (26,857 | ) | |||||||||||||||||||
| Recoveries | - | - | 2,410 | 5,500 | 14,303 | - | 22,213 | |||||||||||||||||||||
| Provisions for loan losses | (643,284 | ) | 377,344 | 14,797 | (6,619 | ) | (11,047 | ) | 368,809 | 100,000 | ||||||||||||||||||
| Ending balance | $ | 2,158,956 | $ | 1,167,061 | $ | 122,658 | $ | 93,526 | $ | 117,448 | $ | 368,809 | $ | 4,028,458 | ||||||||||||||
21
| 3. | LOANS AND ALLOWANCE FOR CREDIT LOSSES (Continued) |
The following table provides loans on nonaccrual status. In connection with the adoption of ASC 326, nonaccrual loans may have an allowance for credit losses or a negative allowance for credit losses from expected recoveries of amounts previously written off. Nonaccrual loans may not have an allowance for credit losses if the loss expectations are zero given solid collateral value.
| Amortized cost | ||||||||||||
| Nonaccrual loans without | ||||||||||||
| related allowance for credit | ||||||||||||
| Nonaccrual loans | losses | Recognized interest income | ||||||||||
| December 31, 2025 | ||||||||||||
| Residential real estate mortgage | $ | 1,248,067 | $ | 1,038,959 | $ | 264,211 | ||||||
| Commercial real estate | - | - | - | |||||||||
| Other commercial | - | - | - | |||||||||
| Home equity and junior liens | - | - | - | |||||||||
| Other consumer | 68,479 | 68,479 | 12,641 | |||||||||
| Total | $ | 1,316,546 | $ | 1,107,438 | $ | 276,852 | ||||||
| December 31, 2024 | ||||||||||||
| Residential real estate mortgage | $ | 1,272,831 | $ | 922,751 | $ | 53,902 | ||||||
| Commercial real estate | 751,803 | - | 23,875 | |||||||||
| Other commercial | - | - | - | |||||||||
| Home equity and junior liens | - | - | - | |||||||||
| Other consumer | 177,841 | 177,841 | - | |||||||||
| Total | $ | 2,202,475 | $ | 1,100,592 | $ | 77,777 | ||||||
A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment of the loan is expected to be provided substantially through the operation or sale of the collateral. Loans considered collateral-dependent were as follows:
| 2025 | Amortized Cost | Collateral type | ||||
| Real estate: | ||||||
| Residential real estate mortgage | $ | 195,126 | Residential real estate | |||
| Commercial real estate | - | Commercial real estate | ||||
| Total real estate | $ | 195,126 | ||||
| 2024 | Amortized Cost | Collateral type | ||||
| Real estate: | ||||||
| Residential real estate mortgage | $ | 326,410 | Residential real estate | |||
| Commercial real estate | 2,139,716 | Commercial real estate | ||||
| Total real estate | $ | 2,466,126 | ||||
As of December 31, 2025 there were no modifications made to borrowers experiencing financial difficulty and immaterial amount of modifications were made as of December 31, 2024.
22
| 3. | LOANS AND ALLOWANCE FOR CREDIT LOSSES (Continued) |
The Bank has developed an internal loan grading system to evaluate and quantify the Bank’s commercial loan portfolio with respect to quality and risk. The system focuses on, among other things, financial strength of borrowers, experience and depth of borrower’s management, primary and secondary sources of repayment, payment history, nature of the business and outlook on particular industries.
Pass - Loans graded as Pass encompass all loans not graded as Loss, Doubtful, Substandard or Special Mention. Pass loans are in compliance with loan covenants and payments are generally made as agreed. Pass loans range from superior quality to fair quality.
Special Mention - A special mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. They pose elevated risk, but their weakness does not yet justify a substandard classification. Although a special mention asset has a higher probability of default than a pass asset, its default is not imminent. Special mention is not a compromise between pass and substandard and should not be used to avoid exercising such judgment.
Substandard - A substandard asset is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the bank will sustain some loss if the deficiencies are not corrected. Substandard assets have a high probability of payment default, or they have other well-defined weaknesses. They require more intensive supervision by bank management.
Loss – A loan classified as loss is considered uncollectible and of such little value that their continuance as bankable assets are not warranted.
The following grading systems below are used to rate residential and consumer loans.
Performing and Non-performing – A loan is defined as non-performing if it is 90 days past due or on non-accrual status, performing loans are less than 90 days past due and not nonaccrual.
23
| 3. | LOANS AND ALLOWANCE FOR CREDIT LOSSES (Continued) |
The following tables present the loans to customers as of December 31, 2025 and 2024, based on year of origination within each credit quality indicator:
| At December 31, 2025 | ||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | Prior | Total | |||||||||||||||||||
| Residential real estate | ||||||||||||||||||||||||
| Performing | $ | 5,307,340 | $ | 6,336,047 | $ | 29,422,583 | $ | 60,937,546 | $ | 120,567,722 | $ | 222,571,238 | ||||||||||||
| Non performing | - | - | - | - | 1,248,068 | 1,248,068 | ||||||||||||||||||
| Total residential real estate | $ | 5,307,340 | $ | 6,336,047 | $ | 29,422,583 | $ | 60,937,546 | $ | 121,815,790 | $ | 223,819,306 | ||||||||||||
| Current period net recoveries | $ | - | $ | - | $ | - | $ | - | $ | 7,781 | $ | 7,781 | ||||||||||||
| Commercial real estate | ||||||||||||||||||||||||
| Pass | $ | 16,420,487 | $ | 14,728,235 | $ | 33,318,543 | $ | 20,147,659 | $ | 26,113,900 | $ | 110,728,824 | ||||||||||||
| Special Mention | - | - | - | - | 48,108 | 48,108 | ||||||||||||||||||
| Substandard | - | - | 6,932,689 | - | 5,409,098 | 12,341,787 | ||||||||||||||||||
| Total commercial real estate | $ | 16,420,487 | $ | 14,728,235 | $ | 40,251,232 | $ | 20,147,659 | $ | 31,571,106 | $ | 123,118,719 | ||||||||||||
| Other commercial | ||||||||||||||||||||||||
| Pass | $ | 1,617,577 | $ | 2,045,745 | $ | 1,139,919 | $ | 514,975 | $ | 1,663,353 | $ | 6,981,569 | ||||||||||||
| Special Mention | - | - | - | - | - | - | ||||||||||||||||||
| Substandard | - | - | - | 46,149 | 55,435 | 101,584 | ||||||||||||||||||
| Total other commercial | $ | 1,617,577 | $ | 2,045,745 | $ | 1,139,919 | $ | 561,124 | $ | 1,718,788 | $ | 7,083,153 | ||||||||||||
| Current period net recoveries | $ | - | $ | - | $ | - | $ | - | $ | 2,376 | $ | 2,376 | ||||||||||||
| Home equity and junior lien | ||||||||||||||||||||||||
| Performing | $ | 1,283,953 | $ | 904,252 | $ | 680,451 | $ | 1,341,892 | $ | 3,591,698 | $ | 7,802,246 | ||||||||||||
| Current period net recoveries | $ | - | $ | - | $ | - | $ | - | $ | 1,975 | $ | 1,975 | ||||||||||||
| Other consumer | ||||||||||||||||||||||||
| Performing | $ | 1,112,448 | $ | 1,323,790 | $ | 1,291,395 | $ | 559,856 | $ | 244,628 | $ | 4,532,117 | ||||||||||||
| Non performing | - | - | - | - | - | - | ||||||||||||||||||
| Total other consumer | $ | 1,112,448 | $ | 1,323,790 | $ | 1,291,395 | $ | 559,856 | $ | 244,628 | $ | 4,532,117 | ||||||||||||
| Current period gross write-offs | $ | 5,382.00 | $ | 2,804 | $ | 206,085 | $ | - | $ | 214,271 | ||||||||||||||
| Current period recoveries | - | - | 200,462 | - | 2,897 | 203,359 | ||||||||||||||||||
| Current period net (write-offs) recoveries | $ | (5,382.00 | ) | $ | (2,804 | ) | $ | (5,623 | ) | $ | - | $ | 2,897 | $ | (10,912 | ) | ||||||||
| Total Loans | $ | 25,741,805 | $ | 25,338,069 | $ | 72,785,580 | $ | 83,548,077 | $ | 158,942,010 | $ | 366,355,541 | ||||||||||||
24
| 3. | LOANS AND ALLOWANCE FOR CREDIT LOSSES (Continued) |
| At December 31, 2024 | ||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2021 | Prior | Total | |||||||||||||||||||
| Residential real estate | ||||||||||||||||||||||||
| Performing | $ | 6,808,280 | $ | 33,586,282 | $ | 65,497,275 | $ | 58,559,559 | $ | 78,584,297 | $ | 243,035,693 | ||||||||||||
| Non performing | - | - | - | 697,441 | 575,390 | 1,272,831 | ||||||||||||||||||
| Total residential real estate | $ | 6,808,280 | $ | 33,586,282 | $ | 65,497,275 | $ | 59,257,000 | $ | 79,159,687 | $ | 244,308,524 | ||||||||||||
| Commercial real estate | ||||||||||||||||||||||||
| Pass | $ | 11,693,554 | $ | 42,743,567 | $ | 22,200,495 | $ | 6,007,176 | $ | 24,504,162 | $ | 107,148,954 | ||||||||||||
| Special Mention | - | - | - | 1,666,966 | 3,194,532 | 4,861,498 | ||||||||||||||||||
| Substandard | - | 183,358 | - | 1,882,454 | 3,496,167 | 5,561,979 | ||||||||||||||||||
| Total commercial real estate | $ | 11,693,554 | $ | 42,926,925 | $ | 22,200,495 | $ | 9,556,596 | $ | 31,194,861 | $ | 117,572,431 | ||||||||||||
| Other commercial | ||||||||||||||||||||||||
| Pass | $ | 6,216,218 | $ | 1,776,623 | $ | 1,225,901 | $ | 1,268,486 | $ | 1,206,641 | $ | 11,693,869 | ||||||||||||
| Special Mention | - | - | - | - | 203,640 | 203,640 | ||||||||||||||||||
| Substandard | - | - | 40,530 | - | - | 40,530 | ||||||||||||||||||
| Total other commercial | $ | 6,216,218 | $ | 1,776,623 | $ | 1,266,431 | $ | 1,268,486 | $ | 1,410,281 | $ | 11,938,039 | ||||||||||||
| Current period net recoveries | $ | - | $ | - | $ | - | $ | - | $ | 2,410 | $ | 2,410 | ||||||||||||
| Home equity and junior lien | ||||||||||||||||||||||||
| Performing | $ | 950,313 | $ | 762,141 | $ | 1,741,110 | $ | 659,891 | $ | 3,436,769 | $ | 7,550,224 | ||||||||||||
| Current period net recoveries | $ | - | $ | - | $ | - | $ | - | $ | 5,500 | $ | 5,500 | ||||||||||||
| Other consumer | ||||||||||||||||||||||||
| Performing | $ | 2,315,764 | $ | 2,269,978 | $ | 1,300,580 | $ | 371,178 | $ | 293,277 | $ | 6,550,777 | ||||||||||||
| Non performing | - | 177,841 | - | - | - | 177,841 | ||||||||||||||||||
| Total other consumer | $ | 2,315,764 | $ | 2,447,819 | $ | 1,300,580 | $ | 371,178 | $ | 293,277 | $ | 6,728,618 | ||||||||||||
| Current period gross write-offs | $ | - | $ | 892 | $ | 24,173 | $ | - | $ | 1,792 | $ | 26,857 | ||||||||||||
| Current period recoveries | - | - | 898 | - | 13,405 | 14,303 | ||||||||||||||||||
| Current period net (write-offs) recoveries | $ | - | $ | (892 | ) | $ | (23,275 | ) | $ | - | $ | 11,613 | $ | (12,554 | ) | |||||||||
| Total Loans | $ | 27,984,129 | $ | 81,499,790 | $ | 92,005,891 | $ | 71,113,151 | $ | 115,494,875 | $ | 388,097,836 | ||||||||||||
25
| 4. | PREMISES, FURNITURE AND EQUIPMENT |
Major classifications of these assets are summarized as follows at December 31:
| 2025 | 2024 | |||||||
| Land | $ | 803,149 | $ | 803,149 | ||||
| Buildings | 7,326,157 | 7,283,384 | ||||||
| Furniture and equipment | 5,640,639 | 5,440,671 | ||||||
| 13,769,945 | 13,527,204 | |||||||
| Less: Accumulated depreciation | 9,504,687 | 9,035,092 | ||||||
| $ | 4,265,258 | $ | 4,492,112 | |||||
Depreciation expense amounted to approximately $464,000 and $545,000 in 2025 and 2024, respectively.
| 5. | PROVISION FOR INCOME TAXES |
The components of the income tax expense are as follow for the years ended December 31:
| 2025 | 2024 | |||||||
| Current tax expense: | ||||||||
| Federal | $ | 209,211 | $ | 181,638 | ||||
| State | 44,740 | 42,496 | ||||||
| 253,951 | 224,134 | |||||||
| Deferred tax benefit: | ||||||||
| Federal | (30,275 | ) | (36,166 | ) | ||||
| State | - | - | ||||||
| (30,275 | ) | (36,166 | ) | |||||
| Total income tax expense | $ | 223,676 | $ | 187,968 | ||||
A reconciliation of the Bank’s effective tax rate for the years ended December 31, 2025 and 2024 are as follows:
| Rate Reconciliation | ||||||||||||
| 2025 | 2024 | |||||||||||
| 2025 $ | % of income | % of income | ||||||||||
| Federal income tax at statutory rate | 274,927 | 21.0 | % | 21.0 | % | |||||||
| State and Local Income Tax, Net of Federal Benefit | ||||||||||||
| State tax, net of federal tax benefit | (194,446 | ) | (14.9 | ) | (15.0 | ) | ||||||
| Change in Valuation Allowance | ||||||||||||
| Valuation Allowance – State | 229,791 | 17.6 | 17.4 | |||||||||
| Nontaxable or nondeductible items | ||||||||||||
| Tax Exempt Income | (101,933 | ) | (7.8 | ) | (7.7 | ) | ||||||
| Other | 15,337 | 1.1 | (2.3 | ) | ||||||||
| Effective tax rates | 223,676 | 17.0 | % | 13.4 | % | |||||||
26
| 5. | PROVISION FOR INCOME TAXES (Continued) |
Cash paid for income taxes for the year ended December 31, 2025 is as follows:
| 2025 | ||||
| Federal | $ | 190,000 | ||
| State | 86,000 | |||
| Total income tax expense | $ | 276,000 | ||
Income taxes paid (net of refunds) exceeded 5 percent of total income taxes paid (net of refunds) in the following jurisdictions:
| State | ||||
| New York | $ | 86,000 | ||
The Bank had gross deferred tax assets and gross deferred tax liabilities as follows as of December 31:
| 2025 | 2024 | |||||||
| Deferred tax assets: | ||||||||
| Allowance for credit losses | $ | 961,684 | $ | 1,052,838 | ||||
| NYS NOL | 839,559 | 625,101 | ||||||
| Net unrealized loss on available-for-sale debt securities | 926,891 | 1,842,785 | ||||||
| Transaction costs | 108,481 | - | ||||||
| Other | 98,860 | 98,297 | ||||||
| Total deferred tax assets | 2,935,475 | 3,619,021 | ||||||
| Deferred tax liabilities: | ||||||||
| Bond amortization | 187,588 | 173,715 | ||||||
| Depreciation | 111,058 | 152,649 | ||||||
| Total deferred tax liabilities | 298,646 | 326,364 | ||||||
| Net deferred tax assets before valuation allowance | 2,636,829 | 3,292,657 | ||||||
| Less: Valuation allowance NY State | (1,023,495 | ) | (793,703 | ) | ||||
| Net deferred tax assets | $ | 1,613,334 | $ | 2,498,954 | ||||
The Bank is no longer subject to examination by Federal and State taxing authorities prior to the year ended December 31, 2019. New York State tax law governing community banks permits a permanent tax deduction related to interest income, ultimately resulting in the Bank’s corporate tax calculation to be based upon capital (as opposed to income) for the foreseeable future. Consequently, the Bank has established a full valuation allowance against its New York State net deferred tax asset position at December 31, 2025 and 2024. This valuation allowance increased by approximately $230,000 to $1,023,000 at December 31, 2025, from approximately $794,000 at December 31, 2024. At December 31, 2025 and 2024, the Bank had New York State NOL carry-forwards of approximately $16,350,000 and $12,175,000, respectively, equating to approximately $840,000 and $625,000 in deferred tax assets, all of which have been fully reserved as part of the Bank’s valuation allowance. The New York State NOL carry-forwards begin to expire in 2035. The Bank’s deferred tax assets are recorded within other assets.
27
| 6. | EMPLOYEES’ RETIREMENT 401(K) PLAN |
Effective January 1, 2024 the Bank established a Safe Harbor 401(k) plan. Contributions to the plan will be made on behalf of eligible employees in accordance with the plan’s terms and conditions. A safe harbor contribution of 3% is made to eligible employees for the year. Prior to January 1, 2024, the Bank maintained a 401(k) plan whereby the Bank matched one-half of employee contributions to the plan up to a maximum of six percent of an employee’s salary. The Bank incurred approximately $111,731 and $115,100 of 401(k) matching contributions during the years ended December 31, 2025 and 2024, respectively. Safe Harbor contributions were approximately $307,000 and $154,000 as of December 31, 2025 and 2024, respectively. The Safe Harbor plan automatically enrolls new employees after six months of service unless they opt out. Employees are fully vested in employee safe harbor contributions and the employer match is fully vested after three-years.
| 7. | LEASES |
The Bank leases land and a building under a long- term lease agreement with a related party. The lease is an operating lease, with a term of 20 years that began on July 1, 2019, without any renewal options and expires on June 30, 2039. Additionally, the lease did not include any residual value guarantees or covenants.
The Bank leases a building for a loan production office. The lease is an operating lease, with a term of 10 years that commenced on June 1, 2023 and expires June 1, 2033. There is a five year extension option at the end of the term.
The operating lease cost was approximately $193,000 during the years ended December 31, 2025 and 2024. The extension term is for an additional five years.
Right-of-use asset represents the Bank’s right to use an underlying asset for the lease term and lease liability represents the Bank’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based upon the estimated present value of lease payments over the lease term. For the one lease, the Bank used its incremental secured borrowing rate as of the lease commencement date to calculate the present value of lease payments when the rate implicit in a lease is not known.
The Bank’s incremental secured borrowing rate is based upon the Federal Home Loan Bank of New York (FHLBNY) advance rate, adjusted for the lease term and other factors, as deemed appropriate.
28
| 7. | LEASES (Continued) |
Supplemental information related to the leases at December 31 was as follows:
| 2025 | 2024 | |||||||
| Right-of-use asset: | ||||||||
| Operating lease | $ | 1,431,580 | $ | 1,562,544 | ||||
| Lease liability: | ||||||||
| Operating lease | $ | 1,495,797 | $ | 1,616,074 | ||||
| Operating cash flows paid for operating lease | $ | 182,697 | $ | 177,895 | ||||
| Operating lease weighted average remaining lease term | 9.8 Years | 10.8 Years | ||||||
| Operating lease weighted average discount rate | 4.02 | % | 4.02 | % | ||||
The undiscounted cash flows of the operating lease liabilities are as follows at December 31, 2024:
| 2026 | $ | 185,407 | ||
| 2027 | 188,171 | |||
| 2028 | 190,991 | |||
| 2029 | 196,226 | |||
| Thereafter | 1,042,349 | |||
| Total undiscounted cash flows | 1,803,144 | |||
| Less: net present value of adjustments | (307,347 | ) | ||
| Lease liability | $ | 1,495,797 |
| 8. | RELATED PARTY TRANSACTIONS |
In the ordinary course of business, the Bank has transactions, including loans and deposit accounts, with its executive officers and directors, and their affiliates. These transactions were on substantially the same terms, including interest rates and collateral, as those prevailing at the time of comparable transactions with other persons, and did not involve more than a normal risk of collectability or present any other unfavorable features. The aggregate amount of loans to such related parties at December 31, 2025 and 2024 was approximately $2,830,000 and $3,083,000, respectively. During 2025, there were no new loans to such related parties and during 2024, there was one new loan to such related parties and repayments amounted to approximately $253,000.
The Bank held deposits of approximately $4,237,000 and $8,421,000 for related parties at December 31, 2025 and 2024, respectively. The lessor for the lease described in Note 7 is a company owned by a board member.
| 9. | COMMITMENTS AND CONTINGENCIES |
Financial Instruments with Off-Balance-Sheet Risk
The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the consolidated financial statements.
29
| 9. | COMMITMENTS AND CONTINGENCIES (Continued) |
The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.
The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments summarized as follows at December 31, 2025 and 2024:
The Bank had the following outstanding commitments at December 31:
| 2025 | 2024 | |||||||
| Commitments to extend credit: | ||||||||
| Home equity loan commitments | $ | 6,800,846 | $ | 6,575,394 | ||||
| Commercial and other commitments | 4,389,706 | 2,203,009 | ||||||
| Standby letters of credit | 735,158 | 702,866 | ||||||
| $ | 11,925,710 | $ | 9,481,269 | |||||
As of December 31, 2025 and 2024, the amount reserved for off balance sheet commitments totaled approximately $177,000.
Financial Instruments with Off-Balance-Sheet Risk
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount and type of collateral obtained, if deemed necessary by the Bank upon extension of credit, varies and is based on management’s credit evaluation of the counterparty.
Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Standby letters of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank’s policy for obtaining collateral, and the nature of such collateral, is essentially the same as that involved in making commitments to extend credit.
Risk Participation Agreements
Risk participation agreements (“RPAs”) are guarantees issued by the Bank to other parties for a fee, whereby the Bank agrees to participate in the credit risk of a derivative customer of the other party. Under the terms of these agreements, the “participating bank” receives a fee from the “lead bank” in exchange for the guarantee of reimbursement if the customer defaults on an interest rate swap. The interest rate swap is transacted such that any and all exchanges of interest payments (favorable and unfavorable) are made between the lead bank and the customer.
30
| 9. | COMMITMENTS AND CONTINGENCIES (Continued) |
In the event that an early termination of the swap occurs and the customer is unable to make a required close out payment, the participating bank assumes that obligation and is required to make this payment.
RPAs where the Bank acts as the participating bank are referred to as “participations-in,” in reference to the credit risk associated with the counterparty’s derivatives being assumed by the Bank. The Bank’s maximum credit exposure is based on its proportionate share of the settlement amount of the referenced interest rate swap. Settlement amounts are generally calculated based on the fair value of the swap plus outstanding accrued interest receivables from the customer. The Bank has one RPA agreement and the term is less than three years. At December 31, 2025 and 2024, there was no credit exposure associated with the agreement as the effective date is subsequent to December 31, 2025.
| 10. | CONCENTRATIONS OF CREDIT |
The Bank grants loans to customers primarily located in the Capital Region of New York. The majority of those customers are depositors of the Bank. Investments in state and local government securities also involve governmental entities within the Bank’s market area. The concentrations of credit by loan class are set forth in Note 3. The distribution of commitments to extend credit is set forth in Note 9. The Bank, as matter of policy, does not extend credit to any single borrower, or group of related borrowers in excess of its legal lending limit. The Bank does not have any significant concentrations to any single industry or customer.
| 11. | BORROWINGS AND LINES OF CREDIT |
The Bank had $12.4 million and $22.3 million in term borrowings with the FHLB as of December 31, 2025 and 2024, respectively. The Bank had no outstanding overnight borrowings on its line of credit with the FHLB at December 31, 2025 and December 31, 2024. Additionally, the Bank had no outstanding borrowings with the Federal Reserve Bank at December 31, 2025 and $6 million outstanding with the Federal Reserve Bank at December 31, 2024.
31
| 12. | BORROWINGS AND LINES OF CREDIT (Continued) |
The following table sets forth the contractual terms of borrowings with the FHLB and FRB as of December 31:
| Advance | Maturity | Interest | ||||||||||||
| Date | Date | Rate | 2025 Outstanding Balance | 2024 Outstanding Balance | ||||||||||
| 5/19/2020 | 5/19/2025 | 0.69 | % | $ | - | $ | 5,000,000 | |||||||
| 11/08/2022 | 11/07/2025 | 4.96 | % | - | 100,090 | |||||||||
| 11/14/2022 | 11/14/2025 | 4.60 | % | - | 70,000 | |||||||||
| 11/21/2022 | 11/21/2025 | 4.66 | % | - | 83,005 | |||||||||
| 12/22/2022 | 12/22/2025 | 4.33 | % | - | 165,219 | |||||||||
| 12/30/2022 | 12/30/2025 | 4.58 | % | - | 160,000 | |||||||||
| 12/30/2022 | 12/30/2025 | 4.59 | % | - | 26,000 | |||||||||
| 12/30/2022 | 12/30/2025 | 4.59 | % | - | 100,000 | |||||||||
| 5/10/2023 | 5/10/2028 | 3.80 | % | 5,000,000 | 5,000,000 | |||||||||
| 6/30/2023 | 6/30/2026 | 4.79 | % | 5,000,000 | 5,000,000 | |||||||||
| 3/26/2024 | 3/29/2027 | 4.65 | % | 257,005 | 257,005 | |||||||||
| 4/30/2024 | 4/30/2027 | 5.11 | % | 293,310 | 293,310 | |||||||||
| 5/24/2024 | 5/24/2027 | 4.97 | % | 61,290 | 61,290 | |||||||||
| 9/16/2024 | 9/16/2027 | 3.66 | % | 1,000,042 | 1,000,042 | |||||||||
| 12/27/2024 | 1/15/2025 | 4.50 | % | - | 6,000,000 | |||||||||
| 12/30/2024 | 6/30/2025 | 4.47 | % | - | 5,000,000 | |||||||||
| 7/11/2025 | 7/13/2026 | 4.29 | % | 334,095 | - | |||||||||
| 7/21/2025 | 7/21/2026 | 4.25 | % | 130,005 | - | |||||||||
| 8/19/2025 | 8/21/2028 | 3.86 | % | 331,510 | - | |||||||||
| Total | $ | 12,407,257 | $ | 28,315,961 | ||||||||||
The Bank has access to FHLBNY advances, under which it can borrow at various terms and interest rates. Residential real estate mortgages, as disclosed in Note 3, and FHLB stock with a carrying value of approximately $1,077,200 have been pledged by the Bank under a blanket collateral agreement to secure the Bank’s borrowings at December 31, 2025. The total outstanding indebtedness under borrowing facilities with the FHLB cannot exceed the total value of the assets pledged under the blanket collateral agreement.
The Bank had municipal letters of credit outstanding totaling $48.0 million and $45.5 million at December 31, 2025 and 2024.
At December 31, 2025, scheduled repayments of long term advances are as follows:
| 2026 | $ | 5,464,100 | ||
| 2027 | 1,611,647 | |||
| 2028 | 5,331,510 | |||
| $ | 12,407,257 |
At December 31, 2025, the Bank had a secured line of credit totaling approximately $2,000,000 that must be secured by debt securities with one correspondent bank. The Bank also had unsecured lines of credit totaling approximately $8,000,000 with two correspondent banks. The Bank has a line of credit available at December 31, 2025 with the Federal Reserve Bank of New York through its Discount Window and has pledged debt securities as well as loans to support the line, totaling approximately $66,939,000.
32
| 12. | SUBORDINATED DEBENTURES |
On June 30, 2020, the Corporation executed a $5,000,000 non-amortizing Subordinated Note with unrelated third parties that is scheduled to mature on June 30, 2030. The Corporation has the right to prepay the Subordinated Note at any time after June 30, 2025 without penalty.
The annual interest rate charged to the Corporation will be 5.5% through the maturity date of the subordinated note. The origination and legal fees for this transaction were not significant and were expensed as incurred. The balance outstanding at December 31, 2025 and 2024 was $5,000,000.
On August 15, 2023, the Corporation executed a $4,550,000 non-amortizing Subordinated Note. $100,000 of note proceeds were provided from a related party. The note is scheduled to mature on September 1, 2033. The Corporation has the right to prepay the Subordinated Note at any time after September 1, 2028 without penalty. The annual interest rate charged to the Corporation will be 7.0% through the maturity date of the subordinated note. The origination and legal fees for this transaction were not significant and were expensed as incurred. The balance outstanding at December 31, 2025 and 2024 was $4,550,000.
| 13. | DEPOSITS |
The aggregate amount of time deposits in denominations of $250,000 or more at December 31, 2025 and 2024 was approximately $33,974,000 and $28,274,000, respectively.
At December 31, 2025, scheduled maturities of time deposits are as follows:
| 2026 | $ | 125,764,478 | ||
| 2027 | 15,683,443 | |||
| 2028 | 206,783 | |||
| 2029 | 57,746 | |||
| $ | 141,712,450 |
| 14. | REGULATORY CAPITAL AND SUPERVISION |
The Bank is subject to legal limitations on the amount of dividends that can be paid to its shareholders. At December 31, 2025, approximately $2,969,000 was available for the declaration of dividends subject to regulatory approval as described below.
The Bank is subject to various regulatory capital requirements administered by certain federal banking agencies. The final rules implementing Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (Basel III rules) became effective for the Bank on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule, and was fully phased on January 1, 2019. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Bank’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings, and other factors.
33
| 14. | REGULATORY CAPITAL AND SUPERVISION (Continued) |
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total, Tier 1 and Tier 1 common equity capital (as defined by regulation) and of Tier 1 capital (as defined) to average assets (as defined). Management believes, as of December 31, 2025, that the Bank meets all capital adequacy requirements to which it is subject.
As of the most recent notification from the Bank’s regulators, the Bank was categorized as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain minimum total risk-based, Tier 1 risk-based, Tier 1 common equity risk based, and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank’s category. The Bank’s approximate capital amounts and ratios at December 31 are also presented in the table.
| 2025 | |||||||||||||||||||||||||||||||||||
| To be Well Capitalized under Prompt | Minimum for Capital Adequacy | ||||||||||||||||||||||||||||||||||
| Actual | For Capital Adequacy Purposes | Corrective Action Provisions | with Buffer | ||||||||||||||||||||||||||||||||
| Amount | Ratio | Amount | Ratio | Amount | Ratio | Amount | Ratio | ||||||||||||||||||||||||||||
| Total Capital | |||||||||||||||||||||||||||||||||||
| (to Risk Weighted | |||||||||||||||||||||||||||||||||||
| Assets) | $ | 51,584,000 | 18.4 | % | ³ | $ | 22,396,000 | ³ | 8.0 | % | ³ | $ | 27,995,000 | ³ | 10.0 | % | ³ | $ | 29,395,000 | ³ | 10.5 | % | |||||||||||||
| Tier I Capital | |||||||||||||||||||||||||||||||||||
| (to Risk Weighted | |||||||||||||||||||||||||||||||||||
| Assets) | 48,081,000 | 17.2 | % | ³ | 16,797,000 | ³ | 6.0 | % | ³ | 22,396,000 | ³ | 8.0 | % | ³ | 23,796,000 | ³ | 8.5 | % | |||||||||||||||||
| Tier 1 Common Equity | |||||||||||||||||||||||||||||||||||
| (to Risk Weighted | |||||||||||||||||||||||||||||||||||
| Assets) | 48,081,000 | 17.2 | % | ³ | 12,598,000 | ³ | 4.5 | % | ³ | 18,197,000 | ³ | 6.5 | % | ³ | 19,597,000 | ³ | 7.0 | % | |||||||||||||||||
| Tier I Capital | |||||||||||||||||||||||||||||||||||
| (to Average Assets) | 48,081,000 | 8.9 | % | ³ | 22,262,000 | ³ | 4.0 | % | ³ | 27,032,000 | ³ | 5.0 | % | ³ | 27,032,000 | ³ | 5.0 | % | |||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||||||||
| To be Well Capitalized under Prompt | Minimum for Capital Adequacy | ||||||||||||||||||||||||||||||||||
| Actual | For Capital Adequacy Purposes | Corrective Action Provisions | with Buffer | ||||||||||||||||||||||||||||||||
| Amount | Ratio | Amount | Ratio | Amount | Ratio | Amount | Ratio | ||||||||||||||||||||||||||||
| Total Capital | |||||||||||||||||||||||||||||||||||
| (to Risk Weighted | |||||||||||||||||||||||||||||||||||
| Assets) | $ | 50,728,000 | 17.0 | % | ³ | $ | 23,851,000 | ³ | 8.0 | % | ³ | $ | 29,813,000 | ³ | 10.0 | % | ³ | $ | 31,304,000 | ³ | 10.5 | % | |||||||||||||
| Tier I Capital | |||||||||||||||||||||||||||||||||||
| (to Risk Weighted | |||||||||||||||||||||||||||||||||||
| Assets) | 49,996,000 | 15.8 | % | ³ | 17,888,000 | ³ | 6.0 | % | ³ | 23,851,000 | ³ | 8.0 | % | ³ | 25,341,000 | ³ | 8.5 | % | |||||||||||||||||
| Tier 1 Common Equity | |||||||||||||||||||||||||||||||||||
| (to Risk Weighted | |||||||||||||||||||||||||||||||||||
| Assets) | 49,996,000 | 15.8 | % | ³ | 13,416,000 | ³ | 4.5 | % | ³ | 19,379,000 | ³ | 6.5 | % | ³ | 20,869,000 | ³ | 7.0 | % | |||||||||||||||||
| Tier I Capital | |||||||||||||||||||||||||||||||||||
| (to Average Assets) | 49,996,000 | 8.5 | % | ³ | 22,230,000 | ³ | 4.0 | % | ³ | 27,788,000 | ³ | 5.0 | % | ³ | 27,788,000 | ³ | 5.0 | % | |||||||||||||||||
34
| 15. | FAIR VALUE MEASUREMENTS |
The Bank uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is best determined based upon quoted market prices. However, in some instances, there may be no quoted market prices for the Bank’s various assets and liabilities. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.
Fair value accounting guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate.
In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.
The Bank groups its assets and liabilities measured at fair value in three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.
Level 1: Valuation is based on quoted prices in active markets for identical assets or liabilities that the Bank has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.
Level 2: Valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.
Level 3: Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires significant management judgment or estimation.
An asset’s or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
35
| 15. | FAIR VALUE MEASUREMENTS (Continued) |
The following methods and assumptions were used by the Bank in estimating fair value disclosures:
Cash and cash equivalents
The carrying amounts of cash and cash equivalents approximate their fair values and are classified as Level 1.
Debt securities
The Bank determines the fair value for its debt securities using an independent bond pricing service for identical assets or significantly similar debt securities (Level 2). The pricing service uses a variety of techniques to arrive at fair value including market maker bids, quotes and pricing models. Inputs to the pricing models include recent trades, benchmark interest rates, spreads and actual and projected cash flows. The Bank’s available for sale debt securities were all classified as Level 2 at December 31, 2025 and 2024.
Restricted stock
The carrying amounts of investments in Federal Reserve Bank stock and Federal Home Loan Bank stock approximate their fair values and are classified as Level 2.
Net loans
For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair value for other loans is estimated using discounted cash flow analysis, based on interest rates currently being offered in the market for loans with similar terms to borrowers of similar credit quality. Loan value estimates include judgments based on expected prepayment rates. The measurement of fair of loans, including individually evaluated loans, is classified within Level 3 of the fair value hierarchy.
Accrued interest receivable and payable
The carrying amounts of accrued interest receivable and payable approximate fair value and are classified as Level 1.
Deposits
The fair values disclosed for demand and savings deposits are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts) and are classified within Level 1 of the fair value hierarchy. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates of deposits to a schedule of aggregated expected monthly maturities on time deposits. Measurements of the fair value of time deposits are classified within Level 2 of the fair value hierarchy.
Borrowed Funds
The fair value of long-term FHLB and FRB advances are estimated using discounted cash flow analysis, based on quoted priced for new FHLB and FRB advances with similar credit risk characteristics, terms and remaining maturities and are classified within Level 2 of the fair value hierarchy.
Subordinated debentures
The Bank obtains quotes from its pricing service based upon discounted cash flow methodology or utilizes observations of recent highly similar transactions which result in a Level 2 classification.
36
| 15. | FAIR VALUE MEASUREMENTS (Continued) |
Collateral Dependent Loans
Collateral dependent loans are those for which the Bank has individually calculated the credit loss based on the fair value of the loan’s collateral. For collateral dependent loans, fair value is commonly based on recent real estate appraisals. These real estate appraisals may include up to three approaches to value: the sales comparison approach, the income approach (for income-producing property) and the cost approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available, if applicable. Although the fair value of the property normally will be based on an appraisal, the valuation should be consistent with the price that a market participant will pay to purchase the property at the measurement date. Circumstances may exist that indicate that the appraised value is not an accurate measurement of the property’s current fair value. Examples of such circumstances include changed economic conditions since the last appraisal, change in property use, stale appraisals, or imprecision and subjectivity in the appraisal process. Appraisal adjustments may be made by management to reflect these conditions resulting in a discount of the appraised value. In addition, a discount is typically applied to account for estimated costs to sell. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuations, and management’s expertise and knowledge of the client and client’s business. Collateral dependent loans carried at fair value result in a Level 3 fair value classification.
Other Real Estate Owned
Fair values for other real estate owned are initially recorded based on market value evaluations by third parties, less costs to sell (“initial cost basis”). Any write-downs required when the related loan receivable is exchanged for the underlying real estate collateral at the time of transfer to foreclosed real estate are charged to the allowance for credit losses. Values are derived from appraisals, similar to impaired loans, of underlying collateral or discounted cash flow analysis. Subsequent to foreclosure, valuations are updated periodically, and assets are marked to current fair value, not to exceed the initial cost basis. In the determination of fair value subsequent to foreclosure, management also considers other factors or recent developments, such as, changes in absorption rates and market conditions from the time of valuation and anticipated sales values considering management’s plans for disposition. Either change could result in adjustment to lower the property value estimates indicated in the appraisals. These measurements are classified as Level 3 within the fair value hierarchy. Other real estate owned is subject to nonrecurring fair value adjustment upon initial recognition or subsequent impairment.
37
| 15. | FAIR VALUE MEASUREMENTS (Continued) |
Assets measured at fair value on a recurring basis at December 31 are as follows:
| 2025 | ||||||||||||||||
| Description | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
| Securities available-for-sale: | ||||||||||||||||
| U.S. Treasuries | $ | 47,271,328 | $ | - | $ | 47,271,328 | $ | - | ||||||||
| U.S. Government agencies | 8,770,361 | - | 8,770,361 | - | ||||||||||||
| Residential mortgage backed | 8,157,250 | - | 8,157,250 | - | ||||||||||||
| State and local governments | 36,715,835 | - | 36,715,835 | - | ||||||||||||
| $ | 100,914,774 | $ | - | $ | 100,914,774 | $ | - | |||||||||
| 2024 | ||||||||||||||||
| Description | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
| Securities available-for-sale: | ||||||||||||||||
| U.S. Treasuries | $ | 51,113,438 | $ | - | $ | 51,113,438 | $ | - | ||||||||
| U.S. Government agencies | 19,211,577 | - | 19,21,577 | - | ||||||||||||
| Residential mortgage backed | 11,643,895 | - | 11,643,895 | - | ||||||||||||
| State and local governments | 36,093,847 | - | 36,093,847 | - | ||||||||||||
| $ | 118,062,757 | $ | - | $ | 118,062,757 | $ | - | |||||||||
The following tables summarize fair value disclosures for individually evaluated and other real estate owned at December 31:
| Fair Value Measurements Using | ||||||||||||||||||||||||
| Recorded | Related | |||||||||||||||||||||||
| (In thousands) | Investment | Allowance | Fair Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||
| 2025: | ||||||||||||||||||||||||
| Individually evaluated | $ | 1,161,012 | $ | 16,205 | $ | 1,144,807 | $ | - | $ | - | $ | 1,144,807 | ||||||||||||
| Collateral dependent loans | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
| 2024: | ||||||||||||||||||||||||
| Individually evaluated | $ | 2,125,333 | $ | 24,034 | $ | 2,101,299 | $ | - | $ | - | $ | 2,101,299 | ||||||||||||
| Collateral dependent loans | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
38
| 15. | FAIR VALUE MEASUREMENTS (Continued) |
The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which Level 3 inputs were utilized to determine fair value at December 31:
| 2025 | ||||||||||||
| Fair Value | Valuation Technique | Unobservable Input | Range | Weighted Average | ||||||||
| Individually evaluated | $ | 1,144,807 | Discounted cash flow | Discount rate | 3.7% - 9.6% | 8.38 | % | |||||
| 2024 | ||||||||||||
| Fair Value | Valuation Technique | Unobservable Input | Range | Weighted Average | ||||||||
| Individually evaluated | $ | 2,101,299 | Discounted cash flow | Discount rate | 3.9% - 9.9% | 5.63 | % |
The carrying amounts and estimated fair values of the Bank’s financial instruments at December 31 were as follows:
| 2025 | 2024 | |||||||||||||||||||
| Fair Value Hierarchy | Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||
| Financial assets: | ||||||||||||||||||||
| Total cash and cash equivalents | 1 | $ | 33,482,968 | $ | 33,482,968 | $ | 13,590,594 | $ | 13,590,594 | |||||||||||
| Debt securities: | ||||||||||||||||||||
| Available-for-sale | 2 | 100,914,774 | 100,914,774 | 118,062,757 | 118,062,757 | |||||||||||||||
| Held-to-maturity | 2 | 3,783,547 | 3,909,197 | 3,961,052 | 3,981,570 | |||||||||||||||
| Federal Reserve Bank stock | 2 | 852,250 | 852,250 | 852,250 | 852,250 | |||||||||||||||
| Federal Home Loan Bank stock | 2 | 1,077,200 | 1,077,200 | 1,516,800 | 1,516,800 | |||||||||||||||
| Net loans | 3 | 362,675,863 | 343,363,000 | 384,069,378 | 356,756,000 | |||||||||||||||
| Accrued interest receivable | 1 | 1,371,178 | 1,371,178 | 1,477,437 | 1,477,437 | |||||||||||||||
| Financial liabilities: | ||||||||||||||||||||
| Deposits: | ||||||||||||||||||||
| Demand and savings deposits | 1 | 309,360,126 | 250,246,000 | 332,873,631 | 333,704,000 | |||||||||||||||
| Time deposits | 2 | 141,712,450 | 141,814,000 | 127,263,213 | 127,097,000 | |||||||||||||||
| Federal Home Loan Bank: | 1 | - | - | 6,000,000 | 6,001,000 | |||||||||||||||
| Short-term advances | ||||||||||||||||||||
| Long-term advances | 2 | 12,407,257 | 12,482,000 | 22,315,961 | 22,173,000 | |||||||||||||||
| Subordinated debentures | 2 | 9,550,000 | 9,478,000 | 9,550,000 | 8,407,000 | |||||||||||||||
| Accrued interest payable | 1 | 553,213 | 553,213 | 534,850 | 534,850 | |||||||||||||||
39
| 16. | ACCUMULATED COMPREHENSIVE INCOME (LOSS) |
The balances and changes in components of accumulated other comprehensive income (loss), net of tax, are as follows:
| Accumulated other comprehensive loss as of January 1, 2024 | $ | (8,244,359 | ) | |
| Other comprehensive income before reclassifications, net of tax | 1,311,976 | |||
| Accumulated other comprehensive loss as December 31, 2024 | (6,932,383 | ) | ||
| Other comprehensive income before reclassifications, net of tax | 3,445,513 | |||
| Accumulated other comprehensive loss as December 31, 2025 | $ | (3,486,870 | ) |
The amounts of tax expense allocated to each component of other comprehensive income are as follows for the years ended December 31:
| 2025 | 2024 | |||||||
| Unrealized gains arising during the year | $ | 915,894 | $ | 348,754 | ||||
| Reclassification adjustment for net losses included in net income | - | - | ||||||
| Income tax benefit | $ | 915,894 | $ | 348,754 | ||||
There were no amounts reclassed out of accumulated other comprehensive income for the year ended December 31, 2025 or 2024.
40
| 17. | REVENUE FROM CONTRACTS WITH CUSTOMERS |
The majority of the Bank’s revenue-generating transactions are not subject to ASC Topic 606, including revenue generated from financial instruments, such as loans and debt securities which are presented in the income statement as components of net interest income. All of the Bank's revenue from contracts with customers in the scope of ASC 606 is recognized within non-interest income. The following table presents revenues subject to ASC 606 for the years ended December 31, 2025 and 2024, respectively.
| 2025 | 2024 | |||||||
| Service charges | $ | 445,851 | $ | 413,861 | ||||
| Interchange fee income | 932,790 | 957,034 | ||||||
| Total service fees | $ | 1,378,641 | $ | 1,370,895 | ||||
The following is a discussion of key revenues within the scope of the revenue guidance:
Service charges
Revenue from fees on customer accounts is earned at the time that the charge is assessed to the customer's account.
Interchange fee income
Debit card interchange income consists of interchange fees from consumer debit card networks and other card related services. Interchange rates are set by the card networks. Interchange fees are based on purchase volumes and other factors and are recognized as transactions occur.
Other Non-Interest Income
Other non-interest income consists of prepayment penalties, gain on sale of other real estate owned and swap fee income and are recognized as transactions occur.
| 18. | SUBSEQUENT EVENTS |
On September 23, 2025, NBC Bancorp, Inc. entered into an Agreement and Plan of Merger with Ballston Spa Bancorp, Inc. (“Ballston Spa”). Pursuant to the merger agreement, NBC will merge with and into Ballston Spa, with Ballston Spa continuing as the surviving corporation. Immediately following the holding company merger, The National Bank of Coxsackie, a wholly owned subsidiary of NBC, will merge with and into Ballston Spa National Bank, with Ballston Spa National Bank as the surviving bank.
Under the terms of the merger agreement, each outstanding share of NBC common stock will be converted into the right to receive 0.8065 shares of Ballston Spa common stock, subject to cash in lieu of fractional shares. The merger is subject to approval by the shareholders of both companies, receipt of required regulatory approvals, and satisfaction of other customary closing conditions. Special meetings of shareholders of both companies are scheduled for March 23, 2026.
The Company has evaluated subsequent events through March 18, 2026, the date the consolidated financial statements were available to be issued. As of that date, the merger had not been completed.
41
Exhibit 99.2
BALLSTON SPA BANCORP, INC./NBC BANCORP, INC.
THE UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION AS OF, AND FOR THE YEAR ENDED, DECEMBER 31, 2025
On April 1, 2026, Ballston Spa Bancorp, Inc. (“Ballston Spa”) completed its previously announced merger with NBC Bancorp, Inc. (“NBC”), pursuant to the Agreement and Plan of Merger, dated as of September 23, 2025 (the “Merger Agreement”), by and between Ballston Spa and NBC, pursuant to which NBC merged with and into the Ballston Spa, with Ballston Spa as the surviving entity. In addition, The National Bank of Coxsackie, a national bank and a wholly owned subsidiary of NBC, merged with and into Ballston Spa National Bank, a national bank and a wholly owned subsidiary of the Company, with Ballston Spa National Bank as the surviving bank. As a result of the merger, each share of NBC common stock was converted into the right to receive 0.8065 shares of Ballston Spa common stock, with cash payable in lieu of any fractional shares.
The following unaudited pro forma condensed combined financial information and accompanying notes are based on and should be read in conjunction with the following historical financial statements and accompanying notes, which are incorporated by reference into this filing:
| · | the historical audited consolidated financial statements of Ballston Spa as of and for the years ended December 31, 2025 and December 31, 2024; and |
| · | the historical audited consolidated financial statements of NBC as of and for the years ended December 31, 2025 and December 31, 2024 (which are included in this filing). |
The unaudited pro forma condensed combined financial information is provided for illustrative information purposes only. The unaudited pro forma condensed combined financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the merger been completed as of the dates indicated or that may be achieved in the future. The unaudited pro forma combined condensed financial statements have been prepared in accordance with Article 11 of Regulation S-X, and combine the historical consolidated financial position and results of operations of Ballston Spa and NBC using the acquisition method of accounting and giving effect to the related pro forma adjustments described in the accompanying notes. Please note the unaudited pro forma condensed combined financial information does not include management adjustments for any potential effects of changes in market conditions, cost savings, revenue enhancements, or expense efficiencies, among other factors.
The following unaudited pro forma combined consolidated balance sheet as of December 31, 2025, combines the historical audited consolidated balance sheet of Ballston Spa as of December 31, 2025, with the historical audited consolidated balance sheet of NBC as of December 31, 2025, as if it had been consummated on December 31, 2025. The unaudited pro forma condensed combined statements of income for the year ended December 31, 2025, combines the historical audited consolidated statements of income of Ballston Spa for the year ended December 31, 2025, with the historical audited consolidated statement of income of NBC for the year ended December 31, 2025, giving effect to the transaction and the common stock as if it had been consummated on January 1, 2025. Certain reclassification adjustments have been made to NBC’s financial statements to conform to Ballston Spa’s financial statement presentation.
The acquisition of NBC is accounted for using the acquisition method of accounting. The total purchase price is allocated to the tangible and intangible assets and liabilities acquired based on their respective fair values. The unaudited pro forma condensed combined financial data include an estimated allocation of the purchase price as of March 31, 2026 (the close of business prior to the closing date of April 1, 2026). Any changes to NBC’s shareholders’ equity, including results of operations and certain balance sheet changes from March 31, 2026 through the closing date of April 1, 2026 will also change the purchase price allocation, which may include the recording of a lower or higher amount of goodwill. The final adjustments may be materially different from the transaction accounting adjustments presented herein.
| 1 | Page |
The pro forma statements of income and per share data information does not include anticipated cost savings or revenue enhancements. There is no assurance that the anticipated cost savings of merging Ballston Spa’s and NBC’s personnel, benefit plans, premises, equipment, computer systems and service contracts will be realized on the anticipated time schedule or at all.
The pro forma combined basic and diluted earnings per share of Ballston Spa common stock is based on the pro forma combined net income per common share for NBC and Ballston Spa divided by the pro forma basic or diluted common shares of the combined entities for the periods presented on such statements of income. The pro forma information includes adjustments related to the fair value of assets and liabilities of NBC and is subject to adjustment as additional information becomes available and as final merger date analyses are performed. The pro forma combined balance sheet and book value per share data includes the adjustment to reflect the accrual of one-time merger-related charges for Ballston Spa and NBC: (a) Ballston Spa pre-tax charges are estimated at $4.3 million ($3.2 million after-tax) and are included as a pro forma liability accrual with the after-tax cost as reduction to retained earnings, and (b) NBC pre-tax charges are estimated at $649 thousand ($569 thousand after-tax) and are included as a pro forma fair value liability accrual. The pro forma statements of income includes an accrual for unaccrued one-time merger-related charges of $4.3 million for Ballston Spa. The pro forma combined book value per share of Ballston Spa common stock is based on the pro forma combined common stockholders’ equity of NBC and Ballston Spa divided by total pro forma common shares of the combined entities.
The prospective financial information included in this section has been provided by Ballston Spa’s and NBC’s respective senior management as described in this section. Neither Crowe LLP (Ballston Spa’s independent auditor) nor Bonadio & Co., LLP (NBC’s independent auditor), nor any other independent registered public accounting firm or independent auditor, has audited, reviewed, examined, compiled, or applied agreed-upon procedures with respect to the accompanying prospective financial information. Accordingly, neither Crowe LLP nor Bonadio & Co., LLP expresses an opinion or any other form of assurance with respect thereto or its achievability and assumes no responsibility for the prospective financial information and disclaims any association with the prospective financial information. The report by Crowe LLP included in this proxy statement/prospectus relates to Ballston Spa’s previously issued financial statements. The report by Crowe LLP does not extend to the prospective financial information and should not be read to do so.
The unaudited pro forma data are qualified by the statements set forth under this caption and should not be considered indicative of the market value of Ballston Spa common stock or the actual or future results of operations of Ballston Spa for any period. Actual results may be materially different than the pro forma information presented.
| 2 | Page |
Ballston Spa Bancorp, Inc.
Unaudited Combined Pro Forma Balance Sheets as of December 31, 2025
($ In thousands, except per share data)
| Ballston Spa Bancorp, Inc. | NBC Bancorp, Inc. | Transaction Accounting Adjustments |
Pro Forma Combined Before Adjustments Related to Other Transactions | Adjustments Related to Other Transactions |
Pro Forma Combined After Adjustments Related to Other Transactions |
|||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Cash and due from banks | $ | 7,385 | $ | 33,483 | $ | (2,255 | ) | (1) | $ | 38,613 | $ | - | $ | 38,613 | ||||||||||||
| Short-term investments | 20,761 | - | - | 20,761 | - | 20,761 | ||||||||||||||||||||
| Federal funds sold | - | - | - | - | 44,924 | (18) | 44,924 | |||||||||||||||||||
| Securities available for sale | 66,562 | 100,915 | (2,500 | ) | (3) | 164,977 | (50,221 | ) | (13) | 114,756 | ||||||||||||||||
| Securities held to maturity | - | 3,784 | 75 | (3) | 3,859 | - | 3,859 | |||||||||||||||||||
| FHLB of NY & FHLB stock, at cost | 7,908 | 1,929 | - | 9,837 | - | 9,837 | ||||||||||||||||||||
| Total loans, net of unearned income | 803,219 | 366,356 | (20,475 | ) | (4) | 1,149,100 | (61,986 | ) | (14) | 1,087,114 | ||||||||||||||||
| Less: allowance for credit losses | (8,749 | ) | (3,680 | ) | (267 | ) | (5) | (12,696 | ) | - | (12,696 | ) | ||||||||||||||
| Net loans and leases | 794,470 | 362,676 | (20,742 | ) | 1,136,404 | (61,986 | ) | 1,074,418 | ||||||||||||||||||
| Bank premises and equipment, net | 12,047 | 4,265 | 1,404 | (6) | 17,716 | - | 17,716 | |||||||||||||||||||
| Accrued interest receivable | 3,143 | 1,371 | - | 4,514 | - | 4,514 | ||||||||||||||||||||
| Goodwill | 1,595 | - | 458 | (1) | 2,053 | - | 2,053 | |||||||||||||||||||
| Intangible assets, net | - | - | 7,170 | (7) | 7,170 | - | 7,170 | |||||||||||||||||||
| Bank owned life insurance | 5,637 | - | - | 5,637 | - | 5,637 | ||||||||||||||||||||
| Other assets | 8,993 | 3,127 | 4,383 | (8) | 16,503 | - | 16,503 | |||||||||||||||||||
| Total assets | $ | 928,501 | $ | 511,550 | $ | (12,007 | ) | $ | 1,428,044 | $ | (67,283 | ) | $ | 1,360,761 | ||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Deposits: | ||||||||||||||||||||||||||
| Demand deposits | $ | 148,536 | $ | 105,287 | $ | - | $ | 253,823 | $ | - | $ | 253,823 | ||||||||||||||
| Savings | 87,243 | 95,251 | 182,494 | - | 182,494 | |||||||||||||||||||||
| NOW and money market | 382,252 | 108,823 | 491,075 | - | 491,075 | |||||||||||||||||||||
| Time deposits | 147,202 | 141,712 | (52 | ) | (9) | 288,862 | (60,315 | ) | (15) | 228,547 | ||||||||||||||||
| Total deposits | 765,233 | 451,073 | (52 | ) | 1,216,254 | (60,315 | ) | 1,155,939 | ||||||||||||||||||
| - | - | |||||||||||||||||||||||||
| Borrowings | 74,000 | 12,407 | (121 | ) | (10) | 86,286 | (32,407 | ) | (16) | 53,879 | ||||||||||||||||
| Junior subordinated debentures | 7,750 | 9,550 | (2,836 | ) | (11) | 14,464 | 25,439 | (17) | 39,903 | |||||||||||||||||
| Other liabilities | 10,379 | 2,329 | 4,975 | (12) | 17,683 | - | 17,683 | |||||||||||||||||||
| Total liabilities | 857,362 | 475,359 | 1,966 | 1,334,687 | (67,283 | ) | 1,267,404 | |||||||||||||||||||
| Shareholders' equity: | ||||||||||||||||||||||||||
| Common stock | 9,600 | 2,366 | 2,405 | (1)(2) | 14,371 | - | 14,371 | |||||||||||||||||||
| Additional paid-in capital | 42 | 17,491 | 5,369 | (1)(2) | 22,902 | - | 22,902 | |||||||||||||||||||
| Treasury stock | (991 | ) | - | (2,255 | ) | (1) | (3,246 | ) | - | (3,246 | ) | |||||||||||||||
| Retained earnings | 61,874 | 19,821 | (22,979 | ) | (2)(12) | 58,716 | - | 58,716 | ||||||||||||||||||
| Accumulated other comprehensive income | 614 | (3,487 | ) | 3,487 | (2) | 614 | - | 614 | ||||||||||||||||||
| Total shareholders' equity | 71,139 | 36,191 | (13,973 | ) | 93,357 | - | 93,357 | |||||||||||||||||||
| Total liabilities and shareholders' equity | $ | 928,501 | $ | 511,550 | $ | (12,007 | ) | $ | 1,428,044 | $ | (67,283 | ) | $ | 1,360,761 | ||||||||||||
| Per Share Data | ||||||||||||||||||||||||||
| Shares outstanding | 742,663 | 473,239 | (115,708 | ) | (1) | 1,100,194 | - | 1,100,194 | ||||||||||||||||||
| Book Value Per Share | $ | 95.79 | $ | 76.48 | $ | 84.86 | $ | 84.86 | ||||||||||||||||||
| 3 | Page |
Unaudited Pro Forma Combined Statements of Income for the year ended December 31, 2025
($ In Thousands, Except Per Share Data)
| Ballston Spa Bancorp, Inc. | NBC Bancorp, Inc. | Transaction Accounting Adjustments |
Pro Forma Combined Before Adjustments Related to Other Transactions | Adjustments Related to Other Transactions |
Pro Forma Combined After Adjustments Related to Other Transactions | |||||||||||||||||||||
| Interest Income | ||||||||||||||||||||||||||
| Loans, including fees | $ | 38,647 | $ | 20,116 | $ | 2,509 | (4) | $ | 61,272 | $ | (3,780 | ) | (14) | $ | 57,492 | |||||||||||
| Securities available for sale and held to maturity | 3,474 | 1,737 | 1,776 | (3) | 6,987 | (1,874 | ) | (13) | 5,113 | |||||||||||||||||
| FHLB NY & FRB stock | 651 | 168 | - | 819 | - | 819 | ||||||||||||||||||||
| Short-term investments | 160 | 733 | - | 893 | 1,572 | (18) | 2,465 | |||||||||||||||||||
| Total Interest Income | 42,932 | 22,754 | 4,285 | 69,971 | (4,082 | ) | 65,889 | |||||||||||||||||||
| Interest Expense | ||||||||||||||||||||||||||
| Deposits | 13,360 | 8,574 | 61 | (9) | 21,995 | (2,791 | ) | (15) | 19,204 | |||||||||||||||||
| Borrowings | 3,117 | 834 | 74 | (10) | 4,025 | (1,365 | ) | (16) | 2,660 | |||||||||||||||||
| Junior subordinated debentures | 446 | 594 | (81 | ) | (11) | 959 | 1,974 | (17) | 2,933 | |||||||||||||||||
| Total Interest Expense | 16,923 | 10,002 | 54 | 26,979 | (2,182 | ) | 24,797 | |||||||||||||||||||
| Net Interest Income | 26,009 | 12,752 | 4,231 | 42,992 | (1,900 | ) | 41,092 | |||||||||||||||||||
| Provision for credit losses | 630 | (350 | ) | - | 280 | - | 280 | |||||||||||||||||||
| Net Interest Income after Provision for Credit Losses | 25,379 | 13,102 | 4,231 | 42,712 | (1,900 | ) | 40,812 | |||||||||||||||||||
| Non-Interest Income | ||||||||||||||||||||||||||
| Service charges on deposits | 650 | 446 | - | 1,096 | - | 1,096 | ||||||||||||||||||||
| Trust and investment services income | 1,546 | - | - | 1,546 | - | 1,546 | ||||||||||||||||||||
| Gain on sale/servicing of loans | 322 | - | - | 322 | - | 322 | ||||||||||||||||||||
| Debit card interchange income | 783 | 933 | - | 1,716 | - | 1,716 | ||||||||||||||||||||
| Earnings on bank owned life insurance | 159 | - | - | 159 | - | 159 | ||||||||||||||||||||
| Other | 844 | 429 | - | 1,273 | - | 1,273 | ||||||||||||||||||||
| Total Non-Interest Income | 4,304 | 1,808 | - | 6,112 | - | 6,112 | ||||||||||||||||||||
| Non-Interest Expense | ||||||||||||||||||||||||||
| Compensation and benefits | 14,055 | 6,937 | - | 20,992 | - | 20,992 | ||||||||||||||||||||
| Occupancy and equipment | 2,516 | 1,442 | 14 | (6) | 3,972 | - | 3,972 | |||||||||||||||||||
| FDIC and OCC assessment | 790 | 492 | - | 1,282 | - | 1,282 | ||||||||||||||||||||
| Advertising and public relations | 304 | 225 | - | 529 | - | 529 | ||||||||||||||||||||
| Legal and professional fees | 908 | 365 | - | 1,273 | - | 1,273 | ||||||||||||||||||||
| Merger expenses | 1,529 | 445 | 4,326 | (12) | 6,300 | - | 6,300 | |||||||||||||||||||
| Data processing | 1,115 | 589 | - | 1,704 | - | 1,704 | ||||||||||||||||||||
| Debit card processing | 536 | 459 | - | 995 | - | 995 | ||||||||||||||||||||
| Other | 2,326 | 2,656 | 1,304 | (7) | 6,286 | - | 6,286 | |||||||||||||||||||
| Total Non-Interest Expense | 24,079 | 13,610 | 5,644 | 43,333 | - | 43,333 | ||||||||||||||||||||
| Income before Income Tax Expense | 5,604 | 1,300 | (1,413 | ) | 5,491 | (1,900 | ) | 3,591 | ||||||||||||||||||
| Income tax expense | 1,065 | 224 | (381 | ) | (8) | 908 | (513 | ) | (19) | 395 | ||||||||||||||||
| Net Income | $ | 4,539 | $ | 1,076 | $ | (1,032 | ) | $ | 4,583 | $ | (1,387 | ) | $ | 3,196 | ||||||||||||
| Per Common Share Data: | ||||||||||||||||||||||||||
| Basic earnings per common share | $ | 6.11 | $ | 2.27 | $ | 4.17 | $ | 2.90 | ||||||||||||||||||
| Weighted-average common shares outstanding | 742,663 | 473,239 | (115,708 | ) | (1) | 1,100,194 | 1,100,194 | |||||||||||||||||||
| 4 | Page |
Unaudited Pro Forma Per Share Data
For The Year Ended December 31, 2025
($ in Thousands, Except Per Share Data)
| Ballston Spa Bancorp, Inc. | NBC Bancorp, Inc. | Pro Forma Ballston Spa Bancorp, Inc. Combined | Pro Forma Equivalent NBC Bancorp, Inc. Share | |||||||||||||
| For The Year December 31, 2025: | ||||||||||||||||
| Earnings per share: | ||||||||||||||||
| Net income per share (Basic) | $ | 6.11 | $ | 2.27 | $ | 2.90 | $ | 2.34 | ||||||||
| Book value per common share as of December 31, 2025 | $ | 95.79 | $ | 76.48 | $ | 84.86 | $ | 68.44 | ||||||||
| 5 | Page |
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
TRANSACTION ACCOUNTING ADJUSTMENTS:
| (1) | Under the terms of the Merger Agreement, NBC’s common shares will be converted into the right to receive 0.8065 shares of Ballston Spa common stock. In this pro forma analysis and assuming a Ballston Spa common stock price of $71.00 as of March 31, 2026 (the close of business prior to the closing date of April 1, 2026). |
The total estimated purchase price for the purpose of this pro forma financial information is $27.6 million. The adjustment for shares outstanding, basic, and diluted weighted average common shares outstanding is an amount to adjust the shares to equal the new common shares issued for the transaction. The following is a summary of the fair value of assets acquired and liabilities assumed resulting in goodwill. Goodwill is created when the purchase price consideration exceeds the fair value of the net assets acquired or a bargain purchase gain results when the current fair value of the net assets acquired exceeds the purchase price consideration. For purposes of this analysis as of December 31, 2025, goodwill of $458 thousand results from the transaction; however, the final purchase accounting analysis will be performed as of the merger date and amounts therein are subject to change based on operations subsequent to December 31, 2025, as additional information becomes available and as additional analyses are performed.
| (dollars in thousands, except per share data) | ||||||||
| Purchase Price Consideration - Common Stock (excluding Dissenting shares) | ||||||||
| NBC Bancorp, Inc. common shares outstanding | 473,239 | |||||||
| less: Dissenting shares | (29,927 | ) | ||||||
| NBC Bancorp, Inc. common shares to be exchanged for stock consideration | 443,312 | |||||||
| Exchange Ratio | 0.8065 | |||||||
| Ballston Spa Bancorp, Inc. shares to be issued in the merger and excludes fractional shares | 357,408 | |||||||
| Fair Value price per share of Ballston Spa Bancorp, Inc. common stock | $ | 71.00 | Closing Stock Price 3/31/2026 | |||||
| Total Fair Value of Purchase Price Consideration for Common Stock | $ | 25,376 | ||||||
| Purchase Price Consideration - Cash for Dissenting Shares | ||||||||
| Dissenting shares | 29,927 | |||||||
| Exchange Ratio | 0.8065 | |||||||
| Dissenting shares to be settled in cash | 24,136 | |||||||
| Fair value of Dissenting shares | $ | 93.41 | ||||||
| Total fair value of Dissenting shares | 2,255 | |||||||
| Total Purchase Price For Accounting Purposes | $ | 27,631 | ||||||
| 6 | Page |
| (dollars in thousands) | NBC Bancorp, Inc. Book Value 12/31/2025 | Fair Value Adjustments |
NBC Bancorp, Inc. Fair Value 12/31/2025 | |||||||||
| Total purchase price consideration | $ | 27,631 | ||||||||||
| Recognized amounts of identifiable assets acquired and liabilities assumed | ||||||||||||
| Cash and cash equivalents | $ | 33,483 | $ | - | $ | 33,483 | ||||||
| Securities, available for sale | 100,915 | - | 100,915 | |||||||||
| Securities, held to maturity | 3,784 | 75 | (3) | 3,859 | ||||||||
| Loans gross | 366,356 | (24,422 | ) | (4) | 341,934 | |||||||
| Allowance for credit losses | (3,680 | ) | 3,680 | (5) | - | |||||||
| Loans, net of allowance | 362,676 | (20,742 | ) | 341,934 | ||||||||
| Restricted stock | 1,929 | - | 1,929 | |||||||||
| Premises and equipment | 4,265 | 1,404 | (6) | 5,669 | ||||||||
| Core deposit intangibles | - | 7,170 | (7) | 7,170 | ||||||||
| Deferred tax asset | - | 3,215 | (8) | 3,215 | ||||||||
| Other assets | 4,498 | - | 4,498 | |||||||||
| Total identifiable assets acquired | 511,550 | (8,878 | ) | 502,672 | ||||||||
| Deposits | 451,073 | (52 | ) | (9) | 451,021 | |||||||
| Borrowings | 12,407 | (121 | ) | (10) | 12,286 | |||||||
| Trust Preferred | 9,550 | (336 | ) | (11) | 9,214 | |||||||
| Other liabilities | 2,329 | 649 | (12) | 2,978 | ||||||||
| Total liabilities assumed | 475,359 | 140 | 475,499 | |||||||||
| Total identifiable net assets | $ | 36,191 | (9,018 | ) | $ | 27,173 | ||||||
| Goodwill | $ | 458 | ||||||||||
| (2) | Balance sheet adjustments to reflect the reversal of NBC’s historical equity accounts to additional paid-in capital (“APIC”) and record the purchase price consideration for common stock. The following tables summarize the transaction accounting adjustments for the equity accounts. |
| Balance Sheet | ||||||||
| 12/31/2025 | ||||||||
| Common stock | ||||||||
| Reversal of NBC Bancorp, Inc.common stock | $ | (2,366 | ) | |||||
| Number of Ballston Spa Bancorp, Inc. shares issued (including Dissenting shares) | 381,667 | |||||||
| Par value of Ballston Spa Bancorp, Inc. common stock | $ | 12.50 | ||||||
| Par value of Ballston Spa Bancorp, Inc. shares issued for merger | 4,771 | |||||||
| Total adjustments for common stock | $ | 2,405 | ||||||
| 7 | Page |
| Balance Sheet | ||||||||
| 12/31/2025 | ||||||||
| Additional Paid-In Capital | ||||||||
| Reversal of NBC Bancorp, Inc. Additional Paid-In Capital | $ | (17,491 | ) | |||||
| Impact to Purchase Price Consideration for Common Stock | ||||||||
| NBC Bancorp, Inc. common shares outstanding | 473,239 | |||||||
| less: Dissenting shares | (29,927 | ) | ||||||
| NBC Bancorp, Inc. common shares to be exchanged for stock consideration | 443,312 | |||||||
| Exchange Ratio | 0.8065 | |||||||
| Ballston Spa Bancorp, Inc. shares to be issued in the merger and excludes fractional shares | 357,408 | |||||||
| Fair Value price per share of Ballston Spa Bancorp, Inc. common stock | ||||||||
| Fair value assigned to Ballston Spa Bancorp, Inc. common stock (closing stock price as of March 31, 2026) | $ | 71.00 | ||||||
| Purchase price consideration for common stock | $ | 25,376 | ||||||
| Impact to Purchase Price Consideration - Cash for Dissenting Shares | ||||||||
| Dissenting shares | 29,927 | |||||||
| Exchange Ratio | 0.8065 | |||||||
| Ballston Spa Bancorp, Inc. shares to be issued for Dissenting Shares in the merger and excludes fractional shares | 24,136 | |||||||
| Fair value assigned to Dissenting shares | $ | 93.41 | ||||||
| Fair value of Dissenting Shares | $ | 2,255 | ||||||
| Impact to Additional Paid In Capital for par value of Ballston Spa Bancorp Inc. shares to be issued | ||||||||
| Total Ballston Spa Bancorp, Inc. shares to be issued | 381,667 | |||||||
| Par value of Ballston Spa Bancorp, Inc. shares issued for merger at $12.50 per share | $ | 12.50 | ||||||
| Less: par value of Ballston Spa Bancorp, Inc. common stock | 4,771 | |||||||
| Net adjustment to additional paid-in capital for stock consideration | 22,860 | |||||||
| Total adjustments for additional paid-in capital | $ | 5,369 | ||||||
| Balance Sheet | ||||
| 12/31/2025 | ||||
| Treasury stock | ||||
| Purchase of Dissenting shares | $ | (2,255 | ) | |
| Total adjustments for treasury stock | $ | (2,255 | ) | |
| Balance Sheet | ||||
| 12/31/2025 | ||||
| Retained earnings | ||||
| Reversal of NBC Bancorp, Inc. retained earnings | $ | (19,821 | ) | |
| Acquisition activity - Ballston Spa Bancorp, Inc. merger costs | (3,158 | ) | ||
| Total adjustments for retained earnings | $ | (22,979 | ) | |
| 8 | Page |
| Balance Sheet | ||||
| 12/31/2025 | ||||
| Aaccumulated other comprehensive loss | ||||
| Reversal of NBC Bancorp, Inc. accumulated other comprehensive loss | $ | 3,487 | ||
| Total adjustments for accumulated other comprehensive loss | $ | 3,487 | ||
| Balance Sheet | ||||
| December 31, 2025 | ||||
| Cash and due from banks | ||||
| Cash payment for Dissenting shares | $ | (2,255 | ) | |
| Total adjustments for cash and due from banks | $ | (2,255 | ) | |
| (3) | Securities available-for-sale were recorded at fair value at December 31, 2025; therefore, no balance sheet adjustment is necessary. Adjustment to statements of income includes prospective reclassification of existing available-for-sale securities fair value adjustment of $4.4 million to an amortizing discount which will be amortized into income based on the expected life of securities. |
Balance sheet adjustment to reflect the retirement of NBC junior subordinated debentures owned by Ballston Spa of $1.5 million and the retirement of Ballston Spa junior subordinated debentures owned by NBC of $1.0 million. Statements of income adjustment to reflect the lost income from the retirement of the junior subordinated debentures.
| Balance Sheet | Statements of Income | |||||||
| December 31, 2025 | Twelve Months Ended December 31, 2025 | |||||||
| Securities available for sale | ||||||||
| Securities available for sale amortization adjustment | $ | - | $ | 1,936 | ||||
| Retirement of NBC junior subordinated debentures owned by BSPA | (1,500 | ) | (83 | ) | ||||
| Retirement of BSPA junior subordinated debentures owned by NBC | (1,000 | ) | (58 | ) | ||||
| Total adjustments for securities available for sale | $ | (2,500 | ) | $ | 1,795 | |||
Securities held for maturity balance sheet and statements of income adjustment to reflect the fair value of securities held to maturity of $75 thousand. This adjustment will be recognized over the expected life of the investments.
| Balance Sheet | Statements of Income | |||||||
| December 31, 2025 | Twelve Months Ended December 31, 2025 | |||||||
| Securities held to maturity | ||||||||
| Securities held to maturity fair value adjustment | $ | 75 | $ | (19 | ) | |||
| Total adjustments for securities held to maturity | $ | 75 | $ | (19 | ) | |||
| 9 | Page |
| (4) | Balance sheet adjustment to reflect the fair value discount for acquired purchased credit deteriorated (“PCD”) loans and Purchased Seasoned Loans (“PSL”) of $24.6 million and other loan adjustments. The accruing loan fair value adjustments will be substantially recognized over the expected life of the loans. Balance sheet and statements of income interest rate adjustment to reflect the reversal of existing deferred net loan fees. |
In November, the FASB released ASU 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans, introducing significant changes to the Current Expected Credit Loss (CECL) standard. This update aims to enhance comparability and consistency in acquisition reporting.
Ballston Spa elected to early adopted ASU 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans and used the gross up approach to record the allowance for credit losses for Purchase Seasoned Loans.
Balance sheet adjustment of $3.9 million for acquired loans allowance for credit losses to be recorded as an increase in the allowance for credit losses and gross-up of the loan account for early adoption of ASU 2025-08.
| Balance Sheet | Statements of Income | |||||||
| December 31, 2025 | Twelve Months Ended December 31, 2025 | |||||||
| Fair value adjustments on loans acquired | ||||||||
| PSL fair value | $ | (22,035 | ) | $ | 2,403 | |||
| PCD loans fair value | (2,185 | ) | 142 | |||||
| PCD Non-accruing loans fair value | (333 | ) | - | |||||
| Total fair value adjustments for loans | (24,553 | ) | 2,545 | |||||
| Gross up of acquired loans for allowance for credit losses | ||||||||
| Acquired loans allowance for credit losses | 3,947 | - | ||||||
| Total gross up for acquired loans for allowance for credit losses | 3,947 | - | ||||||
| Total loan fair value adjustments | (20,606 | ) | 2,545 | |||||
| Reversal of deferred loan fees, net | 131 | (36 | ) | |||||
| Total adjustments for loans | $ | (20,475 | ) | $ | 2,509 | |||
| (5) | Balance sheet adjustment for the reversal of NBC’s existing allowance for loan losses of $3.7 million. |
Balance sheet adjustment of $3.9 million for acquired loans allowance for credit losses.
| Balance Sheet | Statements of Income | |||||||
| December 31, 2025 | Twelve Months Ended December 31, 2025 | |||||||
| Allowance for credit losses | ||||||||
| Reversal of existing allowance for credit losses | $ | 3,680 | $ | - | ||||
| Allowance for credit losses for acquired loans | (3,947 | ) | - | |||||
| Total adjustments for allowance for credit losses | $ | (267 | ) | $ | - | |||
| 10 | Page |
| (6) | Balance sheet and statements of income adjustment to reflect the fair value of owned premise of $1.6 million and will be amortized over the expect life of 40 years using the straight-line method. |
Balance sheet and statements of income adjustment to reflect the fair value of lease properties and will be amortized over the expected life of the lease.
| Balance Sheet | Statements of Income | |||||||
| December 31, 2025 | Twelve Months Ended December 31, 2025 | |||||||
| Premises fair value | ||||||||
| Owned premises fair value adjustment | $ | 1,647 | $ | 38 | ||||
| Leased premises fair value adjustment | (243 | ) | (24 | ) | ||||
| Total adjustments for premises fair value | $ | 1,404 | $ | 14 | ||||
| (7) | Balance sheet adjustment to reflect the creation of a core deposit intangible fair value of $7.2 million for acquired core deposit intangible assets. The related statements of income amortization adjustments based upon an expected life of 10 years using sum of the year’s digits method. |
| Balance Sheet | Statements of Income | |||||||
| December 31, 2025 | Twelve Months Ended December 31, 2025 | |||||||
| Core deposit intangible asset | ||||||||
| Core deposit intangible asset | $ | 7,170 | $ | 1,304 | ||||
| Total adjustments for core deposit intangible asset | $ | 7,170 | $ | 1,304 | ||||
| (8) | Balance sheet adjustment to reflect the net deferred tax asset, at a statutory rate of 27.0%, related to fair value adjustments and tax benefits related to one-time merger charges and related statements of income adjustments to pro forma adjustments using a statutory tax rate of 27.0% for book income tax expense. |
| Balance Sheet | Statements of Income | |||||||
| December 31, 2025 | Twelve Months Ended December 31, 2025 | |||||||
| Tax impact | ||||||||
| Fair value adjustments | $ | 3,215 | $ | (787 | ) | |||
| Buyer accrual for one-time merger related charges | 1,168 | 1,168 | ||||||
| Total adjustments for taxes | $ | 4,383 | $ | 381 | ||||
| (9) | Balance sheet and statements of income adjustment related to the fair value of interest-bearing time deposits and corresponding statements of income adjustments related to the amortization of discount on interest-bearing time deposits based on the expected life of interest-bearing time deposits. |
| Balance Sheet | Statements of Income | |||||||
| December 31, 2025 | Twelve Months Ended December 31, 2025 | |||||||
| Certificates of deposit | ||||||||
| Certificates of deposit fair value adjustment | $ | (52 | ) | $ | 61 | |||
| Total adjustments for certificates of deposits | $ | (52 | ) | $ | 61 | |||
| 11 | Page |
| (10) | Balance sheet and statements of income adjustment related to the fair value of borrowings and statements of income adjustments related to the amortization of discount based on the expected life of the borrowings. |
| Balance Sheet | Statements of Income | |||||||
| December 31, 2025 | Twelve Months Ended December 31, 2025 | |||||||
| Borrowings | ||||||||
| Borrowings fair value adjustment | $ | (121 | ) | $ | 74 | |||
| Total adjustments for borrowings | $ | (121 | ) | $ | 74 | |||
| (11) | Balance sheet adjustment to reflect the fair value discount of $336 thousand for junior subordinated debentures. Statements of income adjustment to reflect the amortization based on the expected life of the junior subordinated debentures. |
Balance sheet adjustment to reflect the retirement of NBC junior subordinated debentures owned by Ballston Spa of $1.5 million and the retirement of Ballston Spa junior subordinated debentures owned by NBC of $1.0 million. Statements of income adjustment to reflect the reduction of interest expense from the retirement of the junior subordinated debentures.
| Balance Sheet | Statements of Income | |||||||
| December 31, 2025 | Twelve Months Ended December 31, 2025 | |||||||
| Junior subordinated debentures | ||||||||
| Junior subordinated debentures fair value adjustment | $ | (336 | ) | $ | 60 | |||
| Retirement of NBC junior subordinated debentures owned by BSPA | (1,500 | ) | (83 | ) | ||||
| Retirement of BSPA junior subordinated debentures owned by NBC | (1,000 | ) | (58 | ) | ||||
| Total adjustments for junior subordinated debentures | $ | (2,836 | ) | $ | (81 | ) | ||
| (12) | Balance sheet adjustment to reflect the accrual of one-time merger-related charges for Ballston Spa and NBC: (a) NBC pre-tax charges are estimated at $649 thousand ($569 thousand after-tax) and are included as a pro forma fair value liability accrual, and (b) Ballston Spa pre-tax charges are estimated at $4.3 million ($3.2 million after-tax) and are included as a pro forma liability accrual with the after-tax cost as reduction to retained earnings. The pro forma statements of income include one-time Ballston Spa merger-related expenses of $4.3 million which will be expensed against income when incurred. It is noted that a tax benefit was not taken for certain merger obligations and costs that were not considered to be tax deductible. |
| Balance Sheet | Statements of Income | |||||||
| December 31, 2025 | Twelve Months Ended December 31, 2025 | |||||||
| Other liabilities | ||||||||
| Ballston Spa Bancorp, Inc. accrual for one-time merger related charges | $ | 4,326 | $ | 4,326 | ||||
| NBC Bancorp, Inc. accrual for one-time merger related charges | 649 | - | ||||||
| Total other liabilities adjustments | $ | 4,975 | $ | 4,326 | ||||
| 12 | Page |
ADJUSTMENTS RELATED TO OTHER TRANSACTIONS:
| (13) | Balance Sheet Restructuring #1: Balance sheet adjustment to reflect the sale of $50.2 million of NBC's Available for Sale Securities at closing. Statements of income reflects lost interest income related to sale of securities as well as the related discount. |
| Balance Sheet | Statements of Income | |||||||
| December 31, 2025 | Twelve Months Ended December 31, 2025 | |||||||
| Balance Sheet Restructuring #1: Sale of Securities Available for Sale | ||||||||
| Sale of securities available for sale | $ | (50,221 | ) | $ | (688 | ) | ||
| Reversal of amortization of fair value discount on securities available for sale | - | (1,186 | ) | |||||
| Total sale of securities available for sale | $ | (50,221 | ) | $ | (1,874 | ) | ||
| (14) | Balance Sheet Restructuring #2: Balance sheet and statements of income adjustments to reflect the sale of $73.6 million of NBC's residential mortgages with an estimated fair value of $62.0 million. Statements of income adjustments for contractual lost income on the sold loans at an interest rate of 3.40% plus the related fair value amortization income. |
| Balance Sheet | Statements of Income | |||||||
| December 31, 2025 | Twelve Months Ended December 31, 2025 | |||||||
| Balance Sheet Restructuring #2: Sale of Residential Mortgage Loans | ||||||||
| Sale of residential mortgage loans | $ | (61,986 | ) | $ | (2,503 | ) | ||
| Reversal of amortization related to the fair value adjustment | - | (1,277 | ) | |||||
| Total sale of residential mortgages loans | $ | (61,986 | ) | $ | (3,780 | ) | ||
| (15) | Balance Sheet Restructuring #3: Balance sheet and statements of income adjustment to reflect brokered time deposits that are not intended to be renewed (weighted average rate of 4.63%). |
| Balance Sheet | Statements of Income | |||||||
| December 31, 2025 | Twelve Months Ended December 31, 2025 | |||||||
| Balance Sheet Restructuring #3: Maturity of Brokered Time Deposits | ||||||||
| Maturity of brokered time deposits | $ | (60,315 | ) | $ | (2,791 | ) | ||
| Total Maturity of Brokered Time Deposits | $ | (60,315 | ) | $ | (2,791 | ) | ||
| (16) | Balance Sheet Restructuring #4: Balance sheet and statements of income adjustments to reflect the pay-off of borrowings at an interest rate of 4.14% with proceeds from the sale of loans and investment securities available for sale noted above. |
| Balance Sheet | Statements of Income | |||||||
| December 31, 2025 | Twelve Months Ended December 31, 2025 | |||||||
| Balance Sheet Restructuring #4: Pay-Off of Borrowings | ||||||||
| Pay off borrowings with funds received from the sale of Securities Available for Sale and Residential Mortgage Loans | $ | (32,407 | ) | $ | (1,343 | ) | ||
| Reversal of amortization related to the fair value adjustment | - | (22 | ) | |||||
| Total Pay-Off of Borrowings | $ | (32,407 | ) | $ | (1,365 | ) | ||
| 13 | Page |
| (17) | Capital Initiative #1: Balance sheet and statements of income adjustments to reflect the issuance of Ballston Spa junior subordinated debentures of $26.0 million (less debt issuance cost) at an interest rate of 7.38% to improve balance sheet liquidity and capital ratios. |
| Balance Sheet | Statements of Income | |||||||
| December 31, 2025 | Twelve Months Ended December 31, 2025 | |||||||
| Capital Initiative #1: Issuance of Junior Subordinated Debentures | ||||||||
| Issuance of new junior subordinated debentures at Ballston Spa | $ | 26,000 | $ | 1,918 | ||||
| Debt issuance costs | (561 | ) | 56 | |||||
| Total Issuance of Subordinated Debentures | $ | 25,439 | $ | 1,974 | ||||
| (18) | Impact to Fed Funds Sold related to Balance Sheet Restructuring and Capital Initiatives: Balance sheet and statements of income adjustments to reflect the impact from the Balance Sheet Restructuring and Capital Initiatives (see table below for details) and related statements of income impacts at an interest rate of 3.50%. |
| Balance Sheet | Statements of Income | |||||||
| December 31, 2025 | Twelve Months Ended December 31, 2025 | |||||||
| Impact to Fed Funds Sold related to Balance Sheet Restructuring and Capital Initiatives | ||||||||
| Proceeds from the sale of residential mortgage loans | $ | 61,986 | $ | 2,170 | ||||
| Proceeds from the sale of securities available for sale | 50,221 | 1,758 | ||||||
| Maturity of brokered time deposits | (60,315 | ) | (2,111 | ) | ||||
| Pay-off of borrowings | (32,407 | ) | (1,134 | ) | ||||
| Issuance of junior subordinated debentures | 25,439 | 889 | ||||||
| Total impact to Fed Funds Sold related to Balance Sheet Restructuring and Capital Initiatives | $ | 44,924 | $ | 1,572 | ||||
| (19) | Tax Impact related to Balance Sheet Restructuring and Capital Initiatives: Balance sheet and statements of income adjustments to reflect the net deferred tax asset, at a statutory rate of 27.0%, related to balance sheet restructuring and capital initiatives. |
| Balance Sheet | Statements of Income | |||||||
| December 31, 2025 | Twelve Months Ended December 31, 2025 | |||||||
| Tax impact related to balance sheet restructuring and capital initiatives | ||||||||
| Sale of securities available for sale | $ | (50,221 | ) | $ | (506 | ) | ||
| Sale of residential mortgage loans | (61,986 | ) | (1,022 | ) | ||||
| Maturity of brokered time deposits | 60,315 | 754 | ||||||
| Pay off borrowings with funds received from the sale of securities available for sale and residential mortgage loans | 32,407 | 369 | ||||||
| Issuance of new junior subordinated debentures at Ballston Spa | (25,439 | ) | (533 | ) | ||||
| Fed funds sold related to balance sheet restructuring and capital initiatives | 44,924 | 425 | ||||||
| Total tax impact related to balance sheet restructuring and capital initiatives | $ | - | $ | (513 | ) | |||
| 14 | Page |