10-Q

ROC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2024

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

For the transition period from to

Commission File Number: 001-41844

Central Plains Bancshares, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland	93-2239246
(State or other jurisdiction of<br><br>Incorporation or organization)	(I.R.S. Employer<br>Identification No.)
221 South Locust Street<br><br>Grand Island, NE	68801
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (308) 382-4000

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

Title of each class	Trading<br><br>Symbol(s)	Name of each exchange on which registered
Common Stock	CPBI	NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 7, 2024, the registrant had 4,130,815 shares of common stock, $0.01 par value per share, outstanding.

		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Comprehensive Income (Loss)	2
	Condensed Consolidated Statements of Changes in Equity	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28
PART II.	OTHER INFORMATION	29
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
Signatures

Explanatory Note

Central Plains Bancshares, Inc. (the “Company”) was formed to serve as the holding company for Home Federal Savings and Loan Association of Grand Island (the “Association”), upon conversion into the stock form of organization, which was completed on October 19, 2023. Accordingly, the unaudited financial statements, as well as other financial information at or prior to October 19, 2023, contained in this Quarterly Report on Form 10-Q relate solely to the consolidated financial results of Home Federal Savings and Loan Association of Grand Island and Subsidiary. See also Central Plains Bancshares, Inc.'s Annual Report on Form 10-K for the year ended March 31, 2024.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

CENTRAL PLAINS BANCHSARES, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

			March 31, 2024

Assets:
Cash and due from banks	4,917		$	6,291
Interest-bearing deposits in other banks	595			5,163
Total cash and cash equivalents	5,512			11,454
Investment securities - available for sale	60,141			60,356
Investment securities - held to maturity	297			307
Loans, net of unearned income	389,554			380,249
Allowance for credit losses on loans	(5,852	)		(5,860	)
Loans, net	383,702			374,389
Accrued interest receivable	2,464			2,249
Federal Home Loan Bank (FHLB) stock - at cost	591			584
Premises and equipment, net	6,209			5,867
Deferred income taxes	3,347			3,344
Mortgage servicing rights	392			403
Other assets	3,912			4,325
Total assets	466,567		$	463,278
Liabilities:
Deposits:
Non-interest-bearing deposits	68,405		$	66,891
Interest-bearing
Demand and NOW checking	125,476			127,077
Money Market	24,498			24,287
Savings	43,637			43,461
Time deposits over 250,000	34,990			34,381
Other time deposits	79,711			79,048
Total deposits	376,717			375,145
Pension liability	2,212			2,255
Other borrowings	2,000			—
Advances from borrowers for taxes and insurance	1,389			1,806
Accrued interest payable	1,935			1,893
Accounts payable, accrued expenses and other liabilities	3,115			3,902
Total liabilities	387,368			385,001
Stockholders' equity:
Common Stock (0.01 par value, 10,000,000 shares authorized, 4,130,815 shares issued and outstanding)	41			41
Additional paid-in capital	39,318			39,318
Retained earnings	48,033			47,130
Unallocated common shares held by Employee Stock Ownership Plan (ESOP)	(3,106	)		(3,139	)
Accumulated other comprehensive loss, net	(5,087	)		(5,073	)
Total stockholders' equity	79,199			78,277
Total liabilities and stockholders' equity	466,567		$	463,278

All values are in US Dollars.

See accompanying notes to unaudited consolidated financial statements.

CENTRAL PLAINS BANCHSARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

	For the Three Months Ended June 30,
	2024			2023
	(Dollars in thousands)
Interest and dividend income:
Loans—including fees	$	5,308		$	4,320
Investment securities		533			388
FHLB stock		7			7
Federal funds sold		63			51
Total interest and dividend income		5,911			4,766
Interest expense:
Deposits		1,920			1,362
Borrowings under FHLB advances		25			69
Total interest expense		1,945			1,431
Net interest income before provision for (reversal of) credit losses		3,966			3,335
Provision for (reversal of) credit losses		(5	)		(27	)
Net interest income after provision for (reversal of) credit losses		3,971			3,362
Non-interest income:
Servicing fees on loans		32			86
Service charges on deposit accounts		192			187
Interchange income		322			305
Gain on sale of loans		48			41
Gain from real estate owned and other repossessed assets, net		—			1
Other non-interest income		18			32
Total non-interest income		612			652
Non-interest expense:
Salaries and employee benefits		1,843			1,564
Occupancy and equipment		252			242
Data processing		462			443
Federal deposit insurance premiums		44			81
Debit card processing		64			60
Advertising		75			68
Other general and administrative expenses		733			378
Total non-interest expense		3,473			2,836
Income before income tax expense		1,110			1,178
Income tax expense		207			232
Net income	$	903		$	946
Basic and diluted earnings per share	$	0.24		n/a
Weighted average shares outstanding		3,818,012		n/a

See accompanying notes to unaudited consolidated financial statements.

CENTRAL PLAINS BANCHSARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

	For the Three Months Ended June 30,
	2024			2023
	(Dollars in thousands)
Net income	$	903		$	946
Other comprehensive loss:
Unrealized holding losses arising during the period on available-for-sale securities		(18	)		(642	)
Other comprehensive loss, before tax		(18	)		(642	)
Income tax benefit for other comprehensive income		4			136
Total other comprehensive loss, net of tax		(14	)		(506	)
Comprehensive income	$	889		$	440

See accompanying notes to unaudited consolidated financial statements.

CENTRAL PLAINS BANCHSARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(unaudited)

	Common Shares		Common Stock		Additional Paid-In Capital		Retained Earnings			Accumulated<br>Other<br>Comprehensive<br> Loss			Unallocated Common Shares Held by ESOP			Total<br>Equity
	(Dollars in thousands)
	For the three months ended June 30, 2023
Balance at March 31, 2023		—	$	—	$	—	$	43,773		$	(5,107	)	$	—		$	38,666
Adoption of ASU 326 credit losses		—		—		—		(402	)		—			—			(402	)
Net income		—		—		—		946			—			—			946
Other comprehensive loss - net of tax		—		—		—		—			(506	)		—			(506	)
Balance at June 30, 2023		—	$	—	$	—	$	44,317		$	(5,613	)	$	—		$	38,704
	For the three months ended June 30, 2024
Balance at March 31, 2024		4,130,815	$	41	$	39,318	$	47,130		$	(5,073	)	$	(3,139	)	$	78,277
Net income		—		—		—		903			—			—			903
ESOP shares committed to be released		—		—		—		—			—			33			33
Other comprehensive loss - net of tax		—		—		—		—			(14	)		—			(14	)
Balance at June 30, 2024		4,130,815	$	41	$	39,318	$	48,033		$	(5,087	)	$	(3,106	)	$	79,199

See accompanying notes to unaudited consolidated financial statements.

CENTRAL PLAINS BANCHSARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Three Months Ended June 30,
	2024			2023
	(Dollars in thousands)
Cash flows from operating activities
Net income	$	903		$	946
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		128			127
Gain on sale of loans		(48	)		(41	)
Amortization of premium and accretion of discount on securities, net		25			51
Deferred income tax expense		1			7
Reversal of provision for credit losses		(5	)		(27	)
Origination of loans held for sale		(3,198	)		(2,386	)
ESOP expense		33			—
Proceeds from sales of loans held for sale		3,246			2,428
Contributions to pension plan		150			100
Change in assets and liabilities:
Accrued interest receivable		(215	)		(67	)
Mortgage servicing rights		11			14
Other assets		413			(177	)
Accrued interest payable		42			387
Accounts payable, accrued expenses and other liabilities		(981	)		(201	)
Net cash provided by operating activities		505			1,161
Cash flows from investing activities
Net change in loans		(9,308	)		(11,372	)
Purchase of investment securities available for sale		(1,948	)		(3,799	)
Principal paydowns from investment securities available for sale		2,121			2,349
Principal paydowns from investment securities held to maturity		10			41
Purchase of FHLB stock		(7	)		(100	)
Purchase of premises and equipment		(470	)		(47	)
Net cash used in investing activities		(9,602	)		(12,928	)
Cash flows from financing activities
Net change in deposits		1,572			12,277
Net change in advances from borrowers for taxes and insurance		(417	)		(398	)
Proceeds from short-term FHLB advances		2,000			—
Net cash provided by financing activities		3,155			11,879
Net (decrease) increase in cash and cash equivalents		(5,942	)		112
Cash and cash equivalents—beginning of period		11,454			16,563
Cash and cash equivalents—end of period	$	5,512		$	16,675
Supplemental disclosures of cash flow information:
Cash paid for interest	$	1,903		$	1,044

See accompanying notes to unaudited consolidated financial statements.

CENTRAL PLAINS BANCHSARES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and conform to practices within the banking industry. The accounting policies followed in the preparation of the interim consolidated financial statements are consistent with those used in the preparation of the annual financial statements. The interim consolidated financial statements reflect all normal and recurring adjustments that are necessary, in the opinion of management, for fair statement of results for the interim periods presented. Results for the three month period ended June 30, 2024, are not necessarily indicative of the results that may be expected for the year ending March 31, 2025 or any other period.

Nature of Operations—Central Plains Bancshares, Inc. (the “Company”) was formed to serve as the holding company for Home Federal Savings and Loan Association of Grand Island (the “Association”), upon conversion into the stock form of organization, which was completed on October 19, 2023. Accordingly, the unaudited financial statements, as well as other financial information at or prior to October 19, 2023, contained in this Quarterly Report on Form 10-Q relate solely to the consolidated financial results of Home Federal Savings and Loan Association of Grand Island and Subsidiary.

The Company completed its stock offering on October 19, 2023. The Company sold 4,130,815 shares of common stock at $10.00 per share in its subscription offering for gross proceeds of approximately $41.3 million. Shares of the Company's common stock began trading on October 20, 2023 on the Nasdaq Capital Market under the trading symbol "CPBI."

The Association is a federally chartered stock savings and loan association whose primary business is providing mortgage, consumer, commercial real estate, and commercial loans in the Grand Island, Nebraska area, with additional lending opportunities through the Association’s participation network of banks in Nebraska and other states, and acquiring consumer and commercial deposits to fund these investments.

Basis of Presentation—The accompanying unaudited Consolidated Financial Statements were prepared in accordance with GAAP and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with Central Plains Bancshares, Inc.’s Consolidated Financial Statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024. The unaudited Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Significant estimates that are particularly susceptible to change in the near term relate to the determination of the allowance for credit losses, the determination of the pension liability, as well as the fair value measurements of investment securities. As with any estimate, actual results could differ from those estimates.

Subsequent events have been evaluated through the date of issuance of the unaudited Consolidated Financial Statements. No significant subsequent events have occurred through this date requiring adjustment to the financial statements or disclosures.

Note 2 - Investment SECURITIES

The following is a summary of investment securities at June 30, 2024 and March 31, 2024:

	June 30, 2024
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Securities available-for-sale	(Dollars in thousands)
FHLMC bonds	$	24,944	$	57	$	(2,181	)	$	22,820
GNMA bonds		4,317		2		(44	)		4,275
FNMA bonds		28,099		145		(2,330	)		25,914
Municipal bonds		8,627		—		(1,495	)		7,132
Total securities available-for-sale	$	65,987	$	204	$	(6,050	)	$	60,141
Securities held-to-maturity
FHLMC bonds	$	83	$	1	$	—		$	84
GNMA bonds		55		—		(1	)		54
FNMA bonds		159		1		—			160
Total securities held-to-maturity	$	297	$	2	$	(1	)	$	298
(dollars in thousands)	March 31, 2024
---	---	---	---	---	---	---	---	---	---
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Securities available-for-sale	(Dollars in thousands)
FHLMC bonds	$	24,859	$	43	$	(2,193	)	$	22,709
GNMA bonds		4,456		2		(52	)		4,406
FNMA bonds		28,241		142		(2,322	)		26,061
Municipal bonds		8,628		—		(1,448	)		7,180
Total securities available-for-sale	$	66,184	$	187	$	(6,015	)	$	60,356
Securities held-to-maturity
FHLMC bonds	$	85	$	—	$	—		$	85
GNMA bonds		57		—		(1	)		56
FNMA bonds		165		—		(1	)		164
Total securities held-to-maturity	$	307	$	—	$	(2	)	$	305

The fair value and gross unrealized losses on the Association’s available-for-sale investment securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2024 and March 31, 2024, are as follows:

	Less than 12 Months					12 Months or Longer					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
June 30, 2024	Value		Losses			Value		Losses			Value		Losses
Securities available-for-sale	(Dollars in thousands)
FHLMC bonds	$	1,101	$	(17	)	$	16,696	$	(2,164	)	$	17,797	$	(2,181	)
GNMA bonds		1,173		(7	)		2,834		(37	)		4,007		(44	)
FNMA bonds		3,220		(59	)		13,652		(2,271	)		16,872		(2,330	)
Municipal bonds		1,598		(122	)		5,534		(1,373	)		7,132		(1,495	)
Total securities available-for-sale	$	7,092	$	(205	)	$	38,716	$	(5,845	)	$	45,808	$	(6,050	)
	Less than 12 Months					12 Months or Longer					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
March 31, 2024	Value		Losses			Value		Losses			Value		Losses
Securities available-for-sale	(Dollars in thousands)
FHLMC bonds	$	3,194	$	(58	)	$	16,053	$	(2,135	)	$	19,247	$	(2,193	)
GNMA bonds		2,264		(24	)		1,852		(28	)		4,116		(52	)
FNMA bonds		3,329		(29	)		15,762		(2,293	)		19,091		(2,322	)
Municipal bonds		1,608		(112	)		5,572		(1,336	)		7,180		(1,448	)
Total securities available-for-sale	$	10,395	$	(223	)	$	39,239	$	(5,792	)	$	49,634	$	(6,015	)

The unrealized losses at June 30, 2024 are related to mortgage-backed securities and municipal bonds. Government-sponsored enterprises, such as the Federal Home Loan Mortgage Corporation or the Federal National Mortgage Association, have an implied guarantee by the U.S. government. At June 30, 2024, all of the mortgage-backed securities held by the Association were issued by U.S. government-sponsored entities and agencies. The issuers continue to make timely principal and interest payments on the mortgage-backed securities. The fair value is expected to recover as the bonds approach maturity.

Unrealized losses on municipal bonds have not been recognized into income because the issuers’ bonds are high credit quality, the Association does not intend to sell and it is likely that the Association 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 value is expected to recover as the bonds approach maturity.

No credit losses were determined to be present as of June 30, 2024, as there was no credit quality deterioration noted. Therefore, no provision for credit losses on securities was recognized for the three months ended June 30, 2024.

At June 30, 2024 and March 31, 2024, investment securities with amortized cost of $41.7 million, and $43.6 million, respectively, and estimated fair value of $38.2 million and $39.9 million, respectively, were pledged to secure public, consumer, and commercial deposits.

The amortized cost and fair values of available for sale investment securities as of June 30, 2024 by contractual maturity, are shown below:

	Available for Sale
	Amortized Cost		Fair Value
Maturity	(Dollars in thousands)
Due less than one year	$	—	$	—
Due after one year through five years		2,285		2,099
Due after five years through ten years		2,356		1,971
Due after ten years		3,986		3,062
Mortgage-backed securities and collateralized mortgage obligations		57,360		53,009
Total	$	65,987	$	60,141

The Association had no sales of available for sale investment securities for the three months ended June 30, 2024 or 2023.

Note 3 - LOANS AND ALLOWANCE FOR Credit LOSSES

A summary of loans by major category as of June 30, 2024 and March 31, 2024 is as follows:

	June 30, 2024			March 31, 2024
	(Dollars in thousands)
Real Estate - Construction	$	16,590		$	16,011
Real Estate - Commercial		124,906			123,313
Real Estate - Residential		155,424			149,854
Commercial Non-Real Estate		33,056			35,047
Agriculture		24,095			19,694
Other Consumer		18,755			19,985
Land Development and Sanitary & Improvement Districts (SIDs)		16,741			16,341
Total loans		389,567			380,245
Allowance for credit losses		(5,852	)		(5,860	)
Net deferred origination costs & fees		(13	)		4
Total loans, net	$	383,702		$	374,389

Related Party Loans: In the normal course of business, loans are made to directors and officers of the Association. Loans to Association directors and key officers outstanding as of June 30, 2024 and March 31, 2024 were $1.9 million and $72,000, respectively. Additionally, the Association had loans totaling $566,000 and $578,000 as of June 30, 2024 and March 31, 2024 to related parties that were originated by the Association, sold to Federal Home Loan Mortgage Company and are serviced by the Association.

The following tables present the activity in the allowance for credit losses for the three months ended June 30, 2024 and 2023:

	Three Months Ended June 30, 2024
	Beginning		Provision for								Ending
	Allowance		(Recovery of)			Loans					Allowance
	Balance		Credit Losses			Charged off			Recoveries		Balance
	(Dollars in thousands)
Real Estate - Construction	$	246	$	22		$	—		$	—	$	268
Real Estate - Commercial		2,245		(201	)		—			—		2,044
Real Estate - Residential		1,829		78			—			—		1,907
Commercial Non-Real Estate		759		(48	)		—			—		711
Agricultural		228		56			—			—		284
Other Consumer		327		68			(4	)		1		392
Land Development and SIDs		226		20			—			—		246
Total	$	5,860	$	(5	)	$	(4	)	$	1	$	5,852
	Three Months Ended June 30, 2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Beginning		Impact of			Provision for								Ending
	Allowance		ASC326			(Recovery of)			Loans					Allowance
	Balance		Adoption			Credit Losses			Charged off			Recoveries		Balance
	(Dollars in thousands)
Real Estate - Construction	$	334	$	28		$	22		$	—		$	—	$	384
Real Estate - Commercial		2,048		(904	)		56			—			—		1,200
Real Estate - Residential		1,286		775			(95	)		—			—		1,966
Commercial Non-Real Estate		915		450			(122	)		—			18		1,261
Agricultural		484		(255	)		17			—			—		246
Other Consumer		157		138			88			(1	)		1		383
Land Development and SIDs		188		67			3			—			1		259
Total	$	5,412	$	299		$	(31	)	$	(1	)	$	20	$	5,699

The ACL on loans excludes $215,000 as of June 30, 2024 and March 31, 2024 of allowance for off-balance sheet exposures and is recorded within Other Liabilities on the Consolidated Balance Sheets.

Collateral dependent loans individually evaluated for purposes of the ACL by collateral type were as follows at June 30, 2024 and March 31, 2024:

	June 30, 2024
	Real Estate		Other		ACL Allocation
	(Dollars in thousands)
Portfolio Segment
Real Estate - Construction	$	—	$	—	$	—
Real Estate - Commercial		396		—		—
Real Estate - Residential		95		—		78
Commercial Non-Real Estate		—		12		12
Agricultural		—		—		—
Other Consumer		—		3		3
Land Development and SIDs		—		—		—
Total	$	491	$	15	$	93
	March 31, 2024
---	---	---	---	---	---	---
	Real Estate		Other		ACL Allocation
	(Dollars in thousands)
Portfolio Segment
Real Estate - Construction	$	—	$	—	$	—
Real Estate - Commercial		419		—		—
Real Estate - Residential		98		—		81
Commercial Non-Real Estate		—		16		16
Agricultural		—		—		—
Other Consumer		—		4		4
Land Development and SIDs		—		—		—
Total	$	517	$	20	$	101

Credit Risk—The Association monitors the credit risk within the loan portfolio by assessing the strength of the borrower’s repayment capacity and the probability of default. The Association first assesses the paying capacity of the borrower; then, it analyzes the sound worth of any pledged collateral or guarantees. In estimating the allowance for credit losses management also uses a quarterly Loan Concentration Report to monitor any concentrations that may develop in any specific category of the loan portfolio. It identifies four varying degrees of credit worthiness:

Pass Loans: Loans in the pass category are loans that do not raise Association concerns.
Special Mention Loans: Loans in this category may have a potential for weakness which, if not corrected, could weaken the asset and increase the risk in the future. By classifying a loan as Special Mention the Association can give the loan the attention needed to remedy any credit deficiencies or potential weaknesses.
Substandard Loans: Loans identified as Substandard are assets that are inadequately protected by the current net worth and paying capacity of the obligor or the collateral pledged, if any. Loans in this classification category must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Association will sustain some loss if the deficiencies are not corrected. If a loan is classified as Substandard, a determination based upon objective evidence must be made as to any specific or general valuation allowance within the guidelines of generally accepted accounting principles.
Doubtful Loans: Loans in this category have all the weaknesses inherent in Substandard loans with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. If a loan is classified as Doubtful, a determination based upon objective evidence must be made as to any specific or general valuation allowance within the guidelines of generally accepted accounting principles.

The following tables present the credit risk profile of the Company's loan portfolio based on risk rating category and year of origination as of June 30, 2024 and March 31, 2024.

	As of June 30, 2024
	Term Loans by Origination Year (Fiscal Year)								Revolving
	2025		2024		2023		Prior		Loans		Total
	(Dollars in thousands)
Real Estate - Construction
Pass	$	623	$	10,321	$	3,651	$	—	$	1,995	$	16,590
Special mention		—		—		—		—		—		—
Substandard		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—
Total Real Estate - Construction	$	623	$	10,321	$	3,651	$	—	$	1,995	$	16,590
Current year-to-date gross write-offs		—		—		—		—		—		—
Real Estate - Commercial
Pass		11,808		13,894		27,272		69,149		490	$	122,613
Special mention		—		—		—		—		—		—
Substandard		—		398		—		1,895		—		2,293
Doubtful		—		—		—		—		—		—
Total Real Estate - Commercial	$	11,808	$	14,292	$	27,272	$	71,044	$	490	$	124,906
Current year-to-date gross write-offs		—		—		—		—		—		—
Real Estate - Residential
Pass		7,986		15,604		25,066		98,844		7,707	$	155,207
Special mention		—		—		—		—		—		—
Substandard		—		—		—		139		—		139
Doubtful		—		—		78		—		—		78
Total Real Estate - Residential	$	7,986	$	15,604	$	25,144	$	98,983	$	7,707	$	155,424
Current year-to-date gross write-offs		—		—		—		—		—		—
Commercial - Non-Real Estate
Pass		296		7,475		4,755		14,348		5,625	$	32,499
Special mention		—		—		—		—		—		—
Substandard		—		—		130		415		—		545
Doubtful		—		—		—		12		—		12
Total Commercial - Non-Real Estate	$	296	$	7,475	$	4,885	$	14,775	$	5,625	$	33,056
Current year-to-date gross write-offs		—		—		—		—		—		—
Agricultural
Pass		3,106		2,709		3,256		6,577		8,447	$	24,095
Special mention		—		—		—		—		—		—
Substandard		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—
Total - Agricultural	$	3,106	$	2,709	$	3,256	$	6,577	$	8,447	$	24,095
Current year-to-date gross write-offs		—		—		—		—		—		—
Other Consumer
Pass		1,153		7,066		7,533		2,988		—	$	18,740
Special mention		—		—		—		—		—		—
Substandard		—		3		—		12		—		15
Doubtful		—		—		—		—		—		—
Total Other Consumer	$	1,153	$	7,069	$	7,533	$	3,000	$	—	$	18,755
Current year-to-date gross write-offs		4		—		—		—		—		4
Land Development and SIDs
Pass		—		849		6,915		8,977		—	$	16,741
Special mention		—		—		—		—		—		—
Substandard		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—
Total Land Development and SIDs	$	—	$	849	$	6,915	$	8,977	$	—	$	16,741
Current year-to-date gross write-offs		—		—		—		—		—		—
Total loans	$	24,972	$	58,319	$	78,656	$	203,356	$	24,264	$	389,567

	As of March 31, 2024
	Term Loans by Origination Year (Fiscal Year)								Revolving
	2024		2023		2022		Prior		Loans		Total
	(Dollars in thousands)
Real Estate - Construction
Pass	$	10,822	$	3,231	$	—	$	—	$	1,958	$	16,011
Special mention		—		—		—		—		—		—
Substandard		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—
Total Real Estate - Construction	$	10,822	$	3,231	$	—	$	—	$	1,958	$	16,011
Current year-to-date gross write-offs		—		—		—		—		—		—
Real Estate - Commercial
Pass		16,878		30,294		27,294		46,259		244	$	120,969
Special mention		—		—		—		—		—		—
Substandard		399		—		—		1,945		—		2,344
Doubtful		—		—		—		—		—		—
Total Real Estate - Commercial	$	17,277	$	30,294	$	27,294	$	48,204	$	244	$	123,313
Current year-to-date gross write-offs		—		—		—		—		—		—
Real Estate - Residential
Pass		16,391		25,357		49,959		50,621		7,326	$	149,654
Special mention		—		—		—		—		—		—
Substandard		—		—		—		119		—		119
Doubtful		—		81		—		—		—		81
Total Real Estate - Residential	$	16,391	$	25,438	$	49,959	$	50,740	$	7,326	$	149,854
Current year-to-date gross write-offs		—		—		—		—		—		—
Commercial - Non-Real Estate
Pass		8,111		5,140		4,228		11,298		5,712	$	34,489
Special mention		—		—		—		—		—		—
Substandard		—		133		—		329		80		542
Doubtful		—		—		—		16		—		16
Total Commercial - Non-Real Estate	$	8,111	$	5,273	$	4,228	$	11,643	$	5,792	$	35,047
Current year-to-date gross write-offs		—		—		—		—		—		—
Agricultural
Pass		3,391		3,283		2,537		4,353		6,130	$	19,694
Special mention		—		—		—		—		—		—
Substandard		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—
Total - Agricultural	$	3,391	$	3,283	$	2,537	$	4,353	$	6,130	$	19,694
Current year-to-date gross write-offs		—		—		—		—		—		—
Other Consumer
Pass		8,020		8,436		966		2,520		—	$	19,942
Special mention		—		—		—		—		—		—
Substandard		10		5		14		14		—		43
Doubtful		—		—		—		—		—		—
Total Other Consumer	$	8,030	$	8,441	$	980	$	2,534	$	—	$	19,985
Current year-to-date gross write-offs		6		—		—		—		—		6
Land Development and SIDs
Pass		613		6,776		7,305		1,447		200	$	16,341
Special mention		—		—		—		—		—		—
Substandard		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—
Total Land Development and SIDs	$	613	$	6,776	$	7,305	$	1,447	$	200	$	16,341
Current year-to-date gross write-offs		—		—		—		—		—		—
Total loans	$	64,635	$	82,736	$	92,303	$	118,921	$	21,650	$	380,245

Nonperforming and Past-Due Loans—All loans in the Association’s portfolio are considered past due if the required principal and interest payments have not been received as of the date such payments were due.

The following table presents certain information with respect to loans on nonaccrual status as of and for the three months ended June 30, 2024 and March 31, 2024:

	Nonaccrual		Nonaccrual		Nonaccrual with no		Nonaccrual with		Interest Income
	loans at		loans at		Allowance for Credit		Allowance for Credit		Recognized During
	March 31, 2024		June 30, 2024		Loss		Loss		the Period
June 30, 2024	(Dollars in thousands)
Real Estate - Commercial	$	419	$	396	$	396	$	—	$	8
Real Estate - Residential		98		95		18		77		2
Commercial Non-Real Estate		16		12		—		12		1
Other Consumer		4		3		—		3		—
Total	$	537	$	506	$	414	$	92	$	11
	Nonaccrual loans		Nonaccrual loans		Nonaccrual with no		Nonaccrual with		Interest Income
---	---	---	---	---	---	---	---	---	---	---
	at December 31,		at March 31,		Allowance for Credit		Allowance for Credit		Recognized During
	2023		2024		Loss		Loss		the Period
March 31, 2024	(Dollars in thousands)
Real Estate - Commercial	$	431	$	419	$	419	$	—	$	4
Real Estate - Residential		101		98		17		81		2
Commercial Non-Real Estate		19		16		—		16		—
Other Consumer		6		4		—		4		—
Total	$	557	$	537	$	436	$	101	$	6

The following is an aging analysis of the contractually past due loans as of June 30, 2024 and March 31, 2024:

													Loans Past
					Greater than								Due 90 Days
	30–59 Days		60–89 Days		89 Days		Total						or More Still
	Past Due		Past Due		Past Due		Past Due		Current		Total		Accruing
June 30, 2024	(Dollars in thousands)
Real Estate - Construction	$	—	$	—	$	—	$	—	$	16,590	$	16,590	$	—
Real Estate - Commercial		30		—		12		42		124,864		124,906		—
Real Estate - Residential		50		22		1		73		155,351		155,424		—
Commercial Non-Real Estate		—		—		—		—		33,056		33,056		—
Agricultural		75		—		—		75		24,020		24,095		—
Other Consumer		118		384		122		624		18,131		18,755		111
Land Development and SIDs								—		16,741		16,741		—
Total	$	273	$	406	$	135	$	814	$	388,753	$	389,567	$	111
													Loans Past
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
					Greater than								Due 90 Days
	30–59 Days		60–89 Days		89 Days		Total						or More Still
	Past Due		Past Due		Past Due		Past Due		Current		Total		Accruing
March 31, 2024	(Dollars in thousands)
Real Estate - Construction	$	—	$	—	$	—	$	—	$	16,011	$	16,011	$	—
Real Estate - Commercial		—		—		—		—		123,313		123,313		—
Real Estate - Residential		154		51		—		205		149,649		149,854		—
Commercial Non-Real Estate		—		—		16		16		35,031		35,047		—
Agricultural		—		—		—		—		19,694		19,694		—
Other Consumer		37		375		125		537		19,448		19,985		125
Land Development and SIDs		—		—		—		—		16,341		16,341		—
Total	$	191	$	426	$	141	$	758	$	379,487	$	380,245	$	125

The Association may modify loans to borrowers experiencing financial difficulty by providing modifications to repayment terms; more specifically, modifications to loan interest rates. Management performs an analysis at the time of loan modification. Any reserve required is recorded through a provision to the allowance for credit losses on loans. There were no modifications on loans to borrowers experiencing financial difficulty during the three months ended June 30, 2024 and 2023.

Note 4 - DEPOSITS

A summary of certificates of deposit included in interest bearing deposits in the consolidated statements of financial condition by maturity at June 30, 2024, is as follows:

	Amount
12 Months Ending June 30,	(Dollars in thousands)
2025	$	103,805
2026		4,840
2027		4,684
2028		1,338
2029 or later		34
Total certificate accounts	$	114,701

The aggregate amount of jumbo certificates of deposit, each with a minimum denomination of $250,000, was $35.0 million at June 30, 2024 and $34.4 million at March 31, 2024, respectively. At June 30, 2024, the Company had $2.2 million in brokered deposits. The Company had no brokered deposits at March 31, 2024.

Note 5 - Borrowings

The Company had $2.0 million in overnight borrowings outstanding from the Federal Home Loan Bank ("FHLB") of Topeka as of June 30, 2024 and no outstanding borrowings as of March 31, 2024.

The following table shows certain information regarding our borrowings at or for the dates indicated:

	For the three months ended June 30,
	2024			2023
FHLB of Topeka advances and other borrowings:	(Dollars in thousands)
Average balance outstanding	$	1,719		$	5,107
Maximum amount outstanding at any month-end during the period		5,700			8,000
Average interest rate during the period		5.82	%		5.40	%
	June 30, 2024			March 31, 2024
---	---	---	---	---	---
FHLB of Topeka advances and other borrowings:	(Dollars in thousands)
Balance outstanding at end of period	$	2,000		$	—
Weighted average interest rate at end of period		5.83	%		—
	June 30, 2024		March 31, 2024
---	---	---	---	---
	(Dollars in thousands)
Outstanding advances	$	2,000	$	—
Additional borrowing capacity		43,093		45,099
Total borrowing capacity	$	45,093	$	45,099

The Company had remaining availability for FHLB borrowings of approximately $38.1 million and $40.1 million at June 30, 2024 and March 31, 2024, respectively. The FHLB has sole discretion to deny additional advances. $59,000 of investment securities and $52.0 million of loans were pledged as collateral for FHLB advances at June 30, 2024.

Additionally, the Company had the capacity to borrow $5.0 million from a private bankers’ bank at June 30, 2024 and March 31, 2024.

Note 6 - REGULATORY CAPITAL REQUIREMENTS

The Association is subject to various regulatory capital requirements administered by federal banking agencies. 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 Association’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Association must meet specific capital guidelines that involve quantitative measures of the Association’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Association’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. 13

Quantitative measures established by regulation to ensure capital adequacy require the Association to maintain minimum amounts and ratios as set forth in the following tables of tangible, core, and total risk-based capital. To be considered well-capitalized under the regulatory framework for Prompt Corrective Action provisions, the Association must maintain minimum Tier I leverage, Tier I risk- based, common equity Tier 1, and total risk-based capital ratios (as defined) as set forth in the following tables.

As of June 30, 2024 and March 31, 2024, the Association was well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, the Association must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table. There are no conditions or events since June 30, 2024, that management believes have changed the Association’s category.

The Association’s actual capital amounts and ratios as of June 30, 2024 and March 31, 2024, are also presented in the table below:

	Actual					Minimum Required for Capital Adequacy Purposes					Minimum Required To be Well-Capitalized Under Prompt Corrective Action Provisions
As of June 30, 2024	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
Total Capital (to Risk- Weighted Assets)	$	69,225		17.87	%	$	30,985		8.00	%	$	38,731		10.00	%
Tier 1 Capital (to Risk- Weighted Assets)	$	64,369		16.62	%	$	23,239		6.00	%	$	30,985		8.00	%
Common Equity Tier 1 Capital to Risk-Weighted Assets	$	64,369		16.62	%	$	17,429		4.50	%	$	25,175		6.50	%
Tier 1 Capital (to Average Assets)	$	64,369		13.84	%	$	18,603		4.00	%	$	23,254		5.00	%
As of March 31, 2024	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total Capital (to Risk- Weighted Assets)	$	68,071		18.01	%	$	30,244		8.00	%	$	37,805		10.00	%
Tier 1 Capital (to Risk- Weighted Assets)	$	63,329		16.75	%	$	22,683		6.00	%	$	30,244		8.00	%
Common Equity Tier 1 Capital to Risk-Weighted Assets	$	63,329		16.75	%	$	17,012		4.50	%	$	24,573		6.50	%
Tier 1 Capital (to Average Assets)	$	63,329		13.98	%	$	18,125		4.00	%	$	22,656		5.00	%

Note 7 - COMMITMENTS AND CONTINGENCIES

The Association 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 including commitments to extend credit and lines or letters of credit and commitments to sell to investors loans held for sale. The Association uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

At June 30, 2024 and March 31, 2024, the Association had approved outstanding loan origination commitments of $626,000 and $2.1 million, respectively. Loan commitments, which are funded subject to certain limitations, extend over various periods of time and may expire without being drawn upon. Generally, unused commitments are canceled upon expiration of the commitment term as outlined in each individual contract. All outstanding loan origination commitments were subject to forward sales commitments to various entities. Also, at June 30, 2024 and March 31, 2024, the Association has committed unused lines of credit, equity lines, loans in process and letters of credit to consumers totaling $47.6 million and $41.7 million, respectively. The Association evaluates each customer’s credit worthiness on a separate basis and requires collateral based on this evaluation. Collateral consists mainly of residential family units and personal property.

Various legal claims also arise from time to time in the normal course of business which, in the opinion of management, will have no material effect on the Association’s consolidated financial statements.

Note 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The Association measures certain financial assets and liabilities at fair value in accordance with GAAP, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the instrument’s fair value measurement. The three levels within the fair value hierarchy are described as follows:

Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data of substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs for the asset or liability for which there is little, if any, market activity at the measurement date. The inputs are developed based on the best information available in the circumstances, which might include the Association’s own financial data such as internally developed pricing models, discounted cash flow methodologies, as well as instruments for which the fair value determination requires significant management judgment.

Fair Value of Financial Instruments—Financial instruments are classified within the fair value hierarchy using the methodologies described above. The following disclosures include financial instruments that are not carried at fair value on the Statements of Financial Condition. The calculation of estimated fair values is based on market conditions at a specific point in time and may not reflect current or future fair values.

Certain financial instruments generally expose the Association to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate market. The carrying value of these financial instruments assumes to approximate the fair value of these instruments. These instruments include cash and cash equivalents, non-interest-bearing deposit accounts, FHLB advances, FHLB stock, escrow deposits and accrued interest receivable and payable. 15

The carrying amounts and estimated fair values by fair value hierarchy of certain financial instruments are as follows:

	Measurements at Reporting Date Using
	Carrying<br>Amount		Level 1		Level 2		Level 3		Estimated<br>Fair Value
	(Dollars in thousands)
June 30, 2024
Financial assets:
Loans, net	$	383,702	$	—	$	—	$	359,442	$	359,442
Financial liabilities:
Interest-bearing deposits	$	308,312	$	—	$	257,709	$	—	$	257,709
March 31, 2024
Financial assets:
Loans, net	$	374,389	$	—	$	—	$	346,801	$	346,801
Financial liabilities:
Interest-bearing deposits	$	308,254	$	—	$	257,604	$	—	$	257,604

Available-for-Sale Securities (Recurring)

Where quoted market prices are available in an active market, securities such as U.S. Treasuries, would be classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independently sourced market parameters, including, but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows. Such securities are classified in Level 2 of the valuation hierarchy. In certain cases where Level 1 or Level 2 inputs are not available, securities would be classified within Level 3 of the hierarchy.

The Association’s financial assets measured at fair value on a recurring basis are available-for-sale securities. Available-for-sale securities are classified within Level 2 because they are valued based on market prices for similar assets. The fair value of the Association’s available-for-sale securities as of June 30, 2024 and March 31, 2024 was $60.1 million and $60.4 million, respectively. The Association does not have any other assets or liabilities measured at fair value on a recurring basis as of June 30, 2024 or March 31, 2024.

	Fair Value Measurements at Reporting Date Using
	Estimated<br>Fair Value		Level 1		Level 2		Level 3
	(Dollars in thousands)
June 30, 2024
Securities Available-for-sale
Mortgage-Backed Securities	$	53,009	$	—	$	53,009	$	—
Municipal Bonds		7,132		—		7,132		—
Total	$	60,141	$	—	$	60,141	$	—
March 31, 2024
Securities Available-for-sale
Mortgage-Backed Securities	$	53,176	$	—	$	53,176	$	—
Municipal Bonds		7,180		—		7,180		—
Total	$	60,356	$	—	$	60,356	$	—

There were no transfers of financial instruments between Levels 1, 2, and 3 during the three months ended June 30, 2024. The Association does not have any financial instruments measured at fair value on a recurring basis classified as Level 3.

Nonrecurring Measurements

The following table presents the fair value measurement of assets and liabilities measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at June 30, 2024 and March 31, 2024:

	Fair Value Measurements at Reporting Date Using
	Estimated<br>Fair Value		Level 1		Level 2		Level 3
	(Dollars in thousands)
June 30, 2024
Financial Assets
Individually evaluated loans	$	414	$	—	$	—	$	414
Total	$	414	$	—	$	—	$	414
March 31, 2024
Financial Assets
Individually evaluated loans	$	436	$	—	$	—	$	436
Total	$	436	$	—	$	—	$	436

Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheet, as well as the general classification of such assets pursuant to the valuation hierarchy. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.

Individually Evaluated Loans

Individually evaluated loans are recorded at fair value on a nonrecurring basis. The fair value of loans is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income 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. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. 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 valuation and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Individually evaluated loans are evaluated on a monthly basis for additional impairment and adjusted accordingly.

The numerical range of unobservable inputs for these valuation assumptions is not meaningful to this presentation.

Note 9 - EARNINGS PER SHARE

Basic EPS represents income available to common stockholders divided by weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common shares (such as stock options) were exercised or converted into additional common shares that should then share in the earnings of the entity. Diluted EPS is computed by dividing net income attributed to common stockholders by the weighted-average number of common shares outstanding for the period, plus the effect of potential dilutive common share equivalents.

There were no securities or other contracts that had a dilutive effect for the three months ended June 30, 2024, and therefore the weighted-average common shares outstanding used to calculate both basic and diluted EPS are the same. Shares held by the Employee Stock Ownership Plan ("ESOP") that have not been allocated to employees in accordance with the terms of the ESOP, referred to as "unallocated ESOP shares", are not deemed outstanding for EPS calculations. EPS data is not applicable for the three months ended June 30, 2023 as the Company had no shares outstanding.

	Three Months Ended
	June 30, 2024
	(Dollars in thousands)
Net income applicable to common shares	$	903
Average number of common shares outstanding		4,130,815
Less: Average unallocated ESOP shares		312,803
Average number of common shares outstanding used to calculate basic earnings per common share		3,818,012
Earnings per common share basic and diluted	$	0.24

All unallocated ESOP shares have been excluded from the calculation of basic and diluted EPS.

Note 10 - ESOP

Employees participate in "the ESOP". The ESOP borrowed funds from the Company to purchase 330,465 shares of stock at $10 per share. The Association makes discretionary contributions to the ESOP and the ESOP uses funds it receives to repay the loan. When loan payments are made, ESOP shares are allocated to participants based on relative compensation. Participants receive the shares at the end of employment.

There were no contributions to the ESOP during the three months ending June 30, 2024, as the annual loan payment will be made in December. Expense recorded was $33,000 during the three months ending June 30, 2024, and is recognized over the service period.

Shares held by the ESOP were as follows:

	As of June 30,
	2024
	(Dollars in thousands)
Shares allocated		13,218
Shares committed for allocation		6,612
Unallocated		310,635
Total ESOP shares		330,465
Fair value of unearned shares at June 30, 2023	$	67
Fair value of unearned shares at June 30, 2024	$	3,141

Fair value of unearned shares is based on a stock price of $10.11 as of June 30, 2024.

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

General

Management’s discussion and analysis of financial condition and results of operations at June 30, 2024 and March 31, 2024 and for the three and three months ended June 30, 2024 and 2023 is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited financial statements and the notes thereto appearing in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and words of similar meaning. These forward-looking statements include, but are not limited to:

statements of our goals, intentions and expectations;
statements regarding our business plans, prospects, growth and operating strategies;
statements regarding the quality of our loan and investment portfolios; and
estimates of our risks and future costs and benefits.

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

general economic conditions, including any recessionary conditions and/or increases in unemployment, either nationally or in our market areas, that are worse than expected;
changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses;
our ability to access cost-effective funding and to maintain adequate liquidity, primarily through deposits;
fluctuations in real estate values and in the conditions of the residential real estate, commercial real estate, and agricultural real estate markets;
demand for loans, deposits and non-banking services in our market area;
our ability to implement and change our business strategies;
competition among depository and other financial institutions, including with respect to our ability to charge overdraft fees;
inflation and changes in the interest rate environment that reduce our margins and yields, the fair value of financial instruments or our level of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and will make;
adverse changes in the securities markets;
changes in laws or government regulations or policies affecting financial institutions and/or their holding companies, including changes in regulatory fees, capital requirements and insurance premiums;
monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board;
changes in the quality or composition of our loan or investment portfolios;
technological changes that may be more difficult or expensive than expected;
the inability of third-party providers to perform as expected;

a failure or breach of our operational or information security systems or infrastructure, including cyberattacks;
our ability to manage market risk, credit risk and operational risk;
our ability to enter new markets successfully and capitalize on growth opportunities;
our ability to successfully integrate into our operations any assets, liabilities, customers, systems and management personnel we may acquire and our ability to realize related revenue synergies and cost savings within expected time frames, and any goodwill charges related thereto;
changes in consumer spending, borrowing and savings habits;
changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;
changes in accounting and/or tax estimates;
the effects of any national or global conflict, war or act of terrorism;
the ability of the U.S. Government to remain open, function properly and manage federal debt limits;
our compensation expense associated with equity allocated or awarded to our directors and/or employees;
our ability to attract and retain key employees; and
changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

Critical Accounting Policies

Of the significant accounting policies used in the preparation of our consolidated financial statements, we have identified certain items as critical accounting policies based on the associated estimates, assumptions, judgments and complexity. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended March 31, 2024.

Certain of these accounting policies require management to use significant judgment and estimates, which can have a material impact on the carrying value of certain assets and liabilities. We consider these policies to be our critical accounting estimates.

The estimates and assumptions that we use are based on historical experience, future forecasts and various other factors and are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, resulting in a change that could have a material impact on the carrying value of our assets and liabilities and our results of operations.

Critical accounting estimates are necessary in the application of certain accounting policies and procedures and are particularly susceptible to significant change. Critical accounting policies are defined as those involving significant judgments and assumptions by management that could have a material impact on the carrying value of certain assets or on income under different assumptions or conditions. Actual results could differ from these judgments and estimates under different conditions, resulting in a change that could have a material impact on the carrying values of our assets and liabilities and our results of operations.

The Jumpstart Our Business Startups ("JOBS") Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We intend to take advantage of the benefits of this extended transition period. Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards.

Comparison of Financial Condition at June 30, 2024 and March 31, 2024

	At June 30, 2024		At March 31, 2024
	(Dollars in thousands)
Selected Consolidated Financial Condition Data:
Cash and cash equivalents	$	5,512	$	11,454
Investment securities - available for sale		60,141		60,356
Investment securities - held to maturity		297		307
FHLB stock		591		584
Loans, net		383,702		374,389
Total assets		466,567		463,278
Total deposits		376,717		375,145
Total stockholders' equity	$	79,199	$	78,277

Total Assets. Total assets increased $3.3 million, or 0.7%, to $466.6 million at June 30, 2024 from $463.3 million at March 31, 2024. The increase was driven primarily due to a $9.3 million, or 2.5%, increase in loans, net.

Cash and cash equivalents. Cash and cash equivalents decreased $6.0 million, or 51.9%, to $5.5 million at June 30, 2024 from $11.5 million at March 31, 2024. This decrease was primarily due to an increase in loan funding and a decrease in interest bearing deposits in other banks. We regularly review our liquidity position based on alternative uses of available funds as well as market conditions.

Investment Securities Available for Sale. Securities available-for-sale decreased $215,000, or 0.4%, to $60.1 million at June 30, 2024 from $60.4 million at March 31, 2024. We purchased $1.9 million in securities, received principal payments of $2.1 million, had net premium amortization and discount accretion of $25,000 and had a decrease in the net unrealized losses on the securities portfolio of $18,000 during the three month period ended June 30, 2024.

Loans, net. Our loans, net, increased $9.3 million, or 2.5%, to $383.7 million at June 30, 2024 from $374.4 million at March 31, 2024. We experienced increases in all loan categories except for commercial non-real loans and other consumer loans. The largest increase was in residential real estate loans, which increased $5.5 million, or 3.7%, to $155.4 million at June 30, 2024, from $149.9 million at March 31, 2024.

Total Deposits. Total deposits increased $1.6 million, or 0.4%, to $376.7 million at June 30, 2024 from $375.1 million at March 31, 2024. The increase in deposits is primarily within time deposits as the Company continued to offer a competitive CD special during the three months ended June 30, 2024. Management continues to actively monitor the deposit balances and interest rates offered to maintain an adequate level of liquidity.

Noninterest-bearing deposits increased $1.5 million, or 2.3%, to $68.4 million at June 30, 2024 from $66.9 million at March 31, 2024. Time certificates of deposit increased $1.3 million, or 2.6%, to $114.7 million at June 30, 2024 from $113.4 million at March 31, 2024, as we believe that long-term customers have sought higher-yield deposits as a result of recent increases in market interest rates. We also had brokered time deposits of $2.2 million at June 30, 2024. The Company had no brokered time deposits at March 31, 2024.

Borrowings. Outstanding borrowings increased to $2.0 million at June, 30 2024. We had no outstanding borrowings at March 31, 2024. We have had limited borrowings in recent periods, as we have generally been able to utilize cash provided by our increase in deposits to fund our operations, although we will utilize FHLB advances as needed to support increased loan funding.

Stockholders' Equity. Stockholders' equity increased $922,000, or 1.2% to $79.2 million at June 30, 2024 from $78.3 million at March 31, 2024. This increase is the result of net income of $903,000 and ESOP shares committed to be released of $33,000, for the three months ended June 30, 2024, which was offset by an increase in other comprehensive loss of $14,000.

Average Balance Sheets and Related Yields and Rates

The following table sets forth average annualized balance sheets, average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments have been made, as the effects would be immaterial. All average balances are daily average balances. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense. Loan fees are included in interest income on loans and are not material.

	For the Three Months Ended June 30,
	2024								2023
	Average<br>Outstanding<br>Balance			Interest		Average<br>Yield/Rate			Average<br>Outstanding<br>Balance			Interest		Average<br>Yield/Rate
	(Dollars in thousands)
Interest-earning assets:
Loans	$	378,393		$	5,308		5.61	%	$	358,535		$	4,320		4.82	%
Mortgage-backed securities		53,894			491		3.64	%		52,231			343		2.63	%
Investment securities (1)		7,079			42		2.37	%		7,631			45		2.36	%
Interest-bearing deposits and other		9,490			70		2.95	%		4,554			58		5.09	%
Total interest-earning assets		448,856			5,911		5.27	%		422,951			4,766		4.51	%
Non-interest-earning assets		15,132								15,633
Total assets	$	463,988							$	438,584
Interest-bearing liabilities:
Savings accounts	$	42,689		$	39		0.37	%	$	46,324		$	27		0.23	%
Money market accounts		25,110			129		2.05	%		24,887			89		1.43	%
NOW accounts		125,934			518		1.65	%		150,367			530		1.41	%
Certificates of deposit		98,132			1,080		4.40	%		73,668			638		3.46	%
Individual retirement accounts		17,143			154		3.59	%		15,497			78		2.01	%
Total interest-bearing deposits		309,008			1,920		2.49	%		310,743			1,362		1.75	%
Borrowings		1,719			25		5.82	%		5,107			69		5.40	%
Total interest-bearing liabilities		310,727			1,945		2.50	%		315,850			1,431		1.81	%
Other non-interest-bearing liabilities		95,018								83,836
Total liabilities		405,745								399,686
Total equity		58,243								38,898
Total liabilities and total equity	$	463,988							$	438,584
Net interest income				$	3,966							$	3,335
Net interest rate spread (2)							2.77	%							2.70	%
Net interest-earning assets (3)	$	138,129							$	107,101
Net interest margin (4)							3.53	%							3.15	%
Average interest-earning assets to<br> interest-bearing liabilities		144.45	%							133.91	%

Represents investments in municipal bonds.
Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.
Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
Net interest margin represents net interest income divided by average total interest-earning assets.

Comparison of Operating Results for the Three Months Ended June 30, 2024 and June 30, 2023

General. Net income decreased $43,000, or 4.5%, to $903,000 for the three months ended June 30, 2024, compared to net income of $946,000 for the three months ended June 30, 2023. The decrease in net income is primarily the result of an increase in non-interest expense, primarily related to salaries and employee benefits and other general and administrative expenses, which was partially offset by an increase in net interest income.

Interest and Dividend Income. Interest and dividend income increased $1.1 million, or 24.0%, to $5.9 million for the three months ended June 30, 2024 from $4.8 million for the three months ended June 30, 2023. The increase was due primarily to an increase in interest income on loans, which is our primary source of interest income, due to increases in market interest rates and loan growth.

Interest income on loans increased $988,000, or 22.9%, to $5.3 million for the three months ended June 30, 2024 from $4.3 million for the three months ended June 30, 2023. The average balance of loans increased $19.9 million, or 5.5%, to $378.4 million for the three months ended June 30, 2024 from $358.5 million for the three months ended June 30, 2023. The increase was primarily due to our continued focus on growing our loan portfolio consistent with maintaining asset quality. Our yield on loans increased 79 basis points to 5.61% for the three months ended June 30, 2024 from 4.82% for the three months ended June 30, 2023. The increase in yield was due to increases in market interest rates.

Interest income on securities increased $145,000, or 37.4%, to $533,000 for the three months ended June 30, 2024 from $388,000 for the three months ended June 30, 2023, due to a 91 basis point increase in the average yield from 2.59% for the three months ended June 30, 2023 to 3.50% for the three months ended June 30, 2024. The average balance of securities increased $1.1 million, or 1.9%, to $61.0 million for the three months ended June 30, 2024 from $59.9 million for the three months ended June 30, 2023.

Interest Expense. Interest expense increased $514,000, or 35.9%, to $1.9 million for the three months ended June 30, 2024 compared to $1.4 million for the three months ended June 30, 2023, due to higher costs of interest-bearing liabilities.

Interest expense on deposits increased $558,000, or 41.0%, to $1.9 million for the three months ended June 30, 2024 compared to $1.4 million for the three months ended June 30, 2023. The increase was due to a 74 basis point increase in the average cost of deposits to 2.49% for the three months ended June 30, 2024 from 1.75% for the three months ended June 30, 2023. The increase in the average cost of deposits was due to the higher interest rate environment and an increase in the average balances of certificates of deposit of $24.5 million to $98.1 million for the three months ended June 30, 2024 from $73.6 million for the three months ended June 30, 2023.

Net Interest Income. Net interest income after provision for credit losses increased $609,000, or 18.1%, to $4.0 million for the three months ended June 30, 2024 compared to $3.4 million for the three months ended June 30, 2023.

Our interest rate spread increased seven basis points to 2.77% for the three months ended June 30, 2024, compared to 2.70% for the three months ended June 30, 2023, and our net interest margin increased 38 basis points to 3.53% for the three months ended June 30, 2024 compared to 3.15% for the three months ended June 30, 2023.

Provision for Credit Losses. For the three months ended June 30, 2024 and 2023, a reversal of the provision for credit losses was recorded based on the current allowance for credit loss ("ACL") assessment. During the three months ended June 30, 2024, we recorded a reversal of provision for credit losses of $5,000. During the three months ended June 30, 2023, we recorded a reversal of provision for credit losses of $27,000, comprised of $32,000 in reversal of provision for credit losses on loans and a $5,000 provision for credit losses on unfunded commitments. We will continue to assess and evaluate the estimated future credit loss impact of current market conditions in subsequent reporting periods, which will be highly dependent on credit quality, macroeconomic forecasts and conditions, as well as the composition of our loan and available-for-sale securities portfolios.

Non-Interest Income. The following table shows the components of non-interest income for periods presented.

	Three months ended June 30,
Non-interest income:	2024		2023
	(Dollars in thousands)
Servicing fees on loans	$	32	$	86
Service charges on deposit accounts		192		187
Interchange income		322		305
Gain on sale of loans		48		41
Gain from real estate owned and other repossessed assets, net		—		1
Other non-interest income		18		32
Total non-interest income	$	612	$	652

Noninterest income decreased $40,000, or 6.1%, to $612,000 for the three months ended June 30, 2024 from $652,000 for the three months ended June 30, 2023. Servicing fees on loans decreased $54,000, or 62.8%, to $32,000 for the three months ended June 30, 2024 compared to $86,000 for the three months ended June 30, 2023.

Non-Interest Expense. The following table shows the components of non-interest expense for the periods presented.

	Three months ended June 30,
Non-interest expense:	2024		2023
	(Dollars in thousands)
Salaries and employee benefits	$	1,843	$	1,564
Occupancy and equipment		252		242
Data processing		462		443
Federal deposit insurance premiums		44		81
Debit card processing		64		60
Advertising		75		68
Other general and administrative expenses		733		378
Total non-interest expense	$	3,473	$	2,836

Noninterest expense increased $637,000, or 22.5% to $3.5 million for the three months ended June 30, 2024 from $2.8 million for the three months ended June 30, 2023. Salaries and employee benefits expense increased $279,000, or 17.8%, to $1.8 million for the three months ended June 30, 2024 from $1.6 million for the three months ended June 30, 2023, due to additional lenders added to the Company. Additionally, the Association entered into an Employee Stock Ownership Plan at the closing of the conversion, which resulted in additional ESOP related expenses of $33,000 during the three months ended June 30, 2024.

Other general and administrative expenses increased $355,000, or 93.9%, to $733,000 for the three months ended June 30, 2024 from $378,000 for the three months ended June 30, 2023, due to a combination of increases in insurance, auditing and consulting fees. These additional fees relate to public filing requirements and further regulatory compliance consulting.

Income Tax Expense. We recognized income tax expense of $207,000 for the three months ended June 30, 2024 and an income tax expense of $232,000 for the three months ended June 30, 2023, respectively, resulting in effective rates of 18.7% for the three months ended June 30, 2024 and 19.7% for the three months ended June 30, 2023. The most significant difference between our effective tax rate and statutory rates results from investment partnership tax credits and tax-exempt municipal bond interest.

Management of Market Risk

General. Our most significant form of market risk is interest rate risk because, as a financial institution, the majority of our assets and liabilities are sensitive to changes in interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit the exposure of our financial condition and results of operations to changes in market interest rates. All directors participate in discussions during the regular board meetings evaluating the interest rate risk inherent in our assets and liabilities, and the level of risk that is appropriate. These discussions take into consideration our business strategy, operating environment, capital, liquidity and performance objectives consistent with the policy and guidelines approved by them.

Our asset/liability management strategy attempts to manage the impact of changes in interest rates on net interest income, our primary source of earnings. Among the techniques we are using to manage interest rate risk are:

maintaining capital levels that exceed the thresholds for well-capitalized status under federal regulations;
maintaining adequate levels of liquidity;
selling longer-term, fixed-rate loans, subject to market conditions; and
continuing to diversify our loan portfolio by adding more commercial-related loans, which typically have shorter maturities and/or adjustable rates.

By following these strategies, we believe that we are better positioned to react to increases and decreases in market interest rates.

We have not engaged in hedging activities, such as engaging in futures or options. We do not anticipate entering into similar transactions in the future.

Net Interest Income Analysis. We analyze our sensitivity to changes in interest rates through a third-party net interest income ("NII") model. NII is the difference between the interest income we earn on our interest-earning assets, such as loans and securities, and the interest we pay on our interest-bearing liabilities, such as deposits and borrowings. We estimate what our NII would be for a one-year period and then calculate what the NII would be for the same period under the assumptions that the United States Treasury yield curve increases or decreases gradually by up to 400 basis points. A basis point equals one-hundredth of one percent, and 100 basis points equals one percent. An increase in the interest rates from 3% to 4% would mean, for example, a 100 basis point increase in the "Change in Interest Rates" column below.

The following table sets forth, at June 30, 2024, the calculation of the estimated changes in our NII that would result from the designated changes in the United States Treasury yield curve over a one-year period.

Changes in Interest Rates<br>(basis points)(1)	NII Year 1 Forecast (Dollars in thousands)
400	$	17,045	(2.59	)%
300		17,168	(1.89	)
200		17,292	(1.18	)
100		17,398	(0.58	)
Base		17,499	—
(100)		17,557	0.33
(200)		17,593	0.54
(300)		17,620	0.69
(400)		17,660	0.92

Assumes a gradual change in interest rates at all maturities over a one-year period.

The table above indicates that at June 30, 2024, we would have experienced a 1.18% decrease in NII in the event of a gradual, one-year 200 basis point increase in market interest rates, and a 0.54% increase in NII in the event of a gradual, one-year 200 basis point decrease in market interest rates.

Market Value of Equity. We also use a third-party model to compute amounts by which the net present value of our assets and liabilities (market value of equity or "MVE") would change in the event of a range of assumed changes in market interest rates. This model uses a discounted cash flow analysis and an option-based pricing approach to measure the interest rate sensitivity of net portfolio value. The model estimates the economic value of each type of asset, liability and off-balance sheet contract under the assumptions that the United States Treasury yield curve increases or decreases instantaneously by up to 400 basis points.

The following table sets forth, at June 30, 2024, the calculation of the estimated changes in our MVE that would result from the designated immediate changes in the United States Treasury yield curve.

			Estimated Increase (Decrease) in MVE						MVE as a Percentage of Present Value of Assets(3)
	(Dollars in thousands)
Changes in Interest Rates<br>(basis points)(1)	Estimated MVE(2)		Dollar<br>Change			Percent<br>Change			MVE Ratio(4)			Increase (Decrease) (basis points)
400	$	97,625	$	(5,029	)		(4.90	)%		25.38	%		178
300		99,616		(3,038	)		(2.96	)		25.14			154
200		100,561		(2,093	)		(2.04	)		24.64			104
100		100,376		(2,278	)		(2.22	)		23.86			26
Base		102,654		—			—			23.60			—
(100)		96,546		(6,108	)		(5.95	)		21.52			(208	)
(200)		87,907		(14,747	)		(14.37	)		19.11			(449	)
(300)		76,585		(26,069	)		(25.40	)		16.25			(735	)
(400)		63,956		(38,698	)		(37.70	)		13.25			(1,035	)

Assumes an immediate uniform change in interest rate at all maturities.
MVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.
Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.
MVE Ratio represents MVE divided by the present value of assets.

The table above indicates that at June 30, 2024, we would have experienced a 2.04% decrease in MVE in the event of an instantaneous parallel 200 basis point increase in the market interest rates and a 14.37% decrease in MVE in the event of an instantaneous 200 basis point decrease in market interest rates.

Certain shortcomings are inherent in the methodologies used in the above interest rate risk measurement. Modeling changes in NII and MVE require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. For instance, the NII and MVE tables presented above assume that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. However, the shape of the yield curve changes constantly and the value and pricing of our assets and liabilities, including our deposits, may not closely correlate with changes in market interest rates. Accordingly, although the NII and MVE tables may provide an indication of our interest rate risk exposure at a particular point in time and in the context of a particular yield curve, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on NII and MVE and will differ from actual results.

NII and MVE calculations also may not reflect the fair values of financial instruments. For example, decreases in market interest rates can increase the fair values of our loans, deposits and borrowings.

Liquidity and Capital Resources

Liquidity. Liquidity describes our ability to meet financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, and proceeds from maturities of securities. We also have the ability to borrow from the FHLB. The Association had remaining availability for FHLB borrowings of approximately $38.1 million at June 30, 2024. The FHLB has sole discretion to deny additional advances. We could significantly increase our borrowing capacity from the FHLB Topeka if we pledged additional assets as security. We also have the ability to participate in the Federal Reserve Board's Bank Term Funding Program if needed. Additionally, the Association had the capacity to borrow $5.0 million from a private bankers’ bank at June 30, 2024.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by market interest rates, economic conditions, and competition. Our most liquid assets are cash and short-term investments. The levels of these assets are dependent on our operating, financing, lending and investing activities during any period.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, cash flows from investing activities, and cash flows from financing activities.

For the three months ended June 30, 2024, cash flows from operating, investing, and financing activities resulted in a net decrease in cash and cash equivalents of $5.9 million. Net cash provided by operating activities amounted to $505,000, primarily due to net income of $903,000 and changes of other assets of $413,000, partially offset by changes in accrued expenses and other liabilities of $981,000. Net cash used in investing activities amounted to $9.6 million, primarily due to a net increase in loans of $9.3 million and the purchase of available-for-sale investment securities of $1.9 million, partially offset by proceeds from paydowns of available-for-sale investment securities of $2.1 million. Net cash provided by financing activities amounted to $3.2 million, primarily due to an increase in short-term FHLB advances and an increase in deposits.

For the three months ended June 30, 2023, cash flows from operating, investing, and financing activities resulted in a net increase in cash and cash equivalents of $112,000. Net cash provided by operating activities amounted to $1.2 million, primarily due to net income of $946,000. Net cash used in investing activities amounted to $12.9 million, primarily due to a net increase in loans of $11.4 million and the purchase of available-for-sale investment securities of $3.8 million , partially offset by proceeds from paydowns of available-for-sale investment securities of $2.3 million. Net cash provided by financing activities amounted to $11.9 million, primarily due to a net increase in deposits of $12.3 million. For further information, see the statements of cash flows contained in the consolidated financial statements in Part 1, Item 1 of this Quarterly Report.

Impact of Inflation and Changing Prices

The consolidated financial statements and related data presented in this Quarterly Report have been prepared according to GAAP which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution

are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution’s performance than does inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

Concentration - Commercial Real Estate

Our market areas have experienced strong population and job growth, contributing to favorable economic conditions for generating new commercial loans. We target new commercial real estate loan originations to experienced, growing small- and mid-size owners and investors in our market area. Our commercial real estate loans are secured by owner-occupied and non-owner-occupied properties, including medical practices, insurance offices, warehouses, single- and multi-tenant retail and hotels. Our commercial residential real estate loans are secured by properties located within our primary market area, or we generally participate with a Nebraska-based bank for loans outside of our primary market area. Generally, our commercial real estate loans have terms and amortization periods up to 20 years with options for balloon payments and interest rate adjustments to occur every five years. The interest rate is fixed for the initial term (five years or less) and then adjusts again at the end of the next period matching the initial term or as negotiated at the end of the first term. Commercial real estate loans generally have terms and amortization periods up to 20 years. We generally limit the loan-to-value ratios of our commercial real estate loans to 75% of the purchase price or appraised value, whichever is lower.

We consider a number of factors in originating commercial real estate loans. We evaluate the qualifications and financial condition of the borrower, including credit history, profitability and expertise, as well as the value and condition of the property securing the loan. When evaluating the qualifications of the borrower, we consider the financial resources of the borrower, the borrower’s experience in owning or managing similar property and the borrower’s payment history with us and other financial institutions. In evaluating the property securing the loan, the factors we consider include the net operating income of the mortgaged property before debt service and depreciation, the ratio of the loan amount to the appraised value of the mortgaged property, and the debt service coverage ratio (the ratio of net operating income to debt service). Generally, the debt service coverage ratio on these loans is at least 1.20x. A significant majority of our commercial real estate loans are appraised by outside independent appraisers approved by the board of directors. Personal guarantees are generally obtained from the principals of commercial real estate borrowers.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Information with respect to qualitative disclosures about market risk can be found in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operation - Management of Market Risk."

Item 4. Controls and Procedures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by the quarterly report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There has been no change in our internal control over financial reporting during the most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

At June 30, 2024, we were not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business, the outcome of which would not be material to our financial condition or results of operations.

Item 1A. Risk Factors.

Not required for smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Furnish the exhibits required by Item 601 of Regulation S-K (§ 229.601 of this chapter).

Exhibit<br><br>Number	Description
31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Central Plains Bancshares, Inc.
Date: August 7, 2024	By:	/s/ Steven D. Kunzman
		Steven D. Kunzman
		Chairman of the Board, President and Chief Executive Officer
Date: August 7, 2024	By:	/s/ Bradley M. Kool
		Bradley M. Kool<br><br>First Vice President and Chief Financial Officer

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven D. Kunzman, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Central Plains Bancshares, Inc. (the "registrant");
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 7, 2024	By:	/s/ Steven D. Kunzman
		Steven D. Kunzman
		Chairman of the Board, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bradley M. Kool, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Central Plains Bancshares, Inc. (the "registrant");
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 7, 2024	By:	/s/ Bradley M. Kool
		Bradley M. Kool
		First Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Central Plains Bancshares, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 7, 2024	By:	/s/ Steven D. Kunzman
		Steven D. Kunzman
		Chairman of the Board, President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 7, 2024	By:	/s/ Bradley M. Kool
		Bradley M. Kool
		First Vice President and Chief Financial Officer

Table of Contents

ROC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

For the quarterly period ended June 30, 2024

For the transition period from to

Commission File Number: 001-41844

Central Plains Bancshares, Inc.

Registrant’s telephone number, including area code: (308) 382-4000

Table of Contents

Table of Contents

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Explanatory Note

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

CENTRAL PLAINS BANCHSARES, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

CENTRAL PLAINS BANCHSARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

See accompanying notes to unaudited consolidated financial statements.

CENTRAL PLAINS BANCHSARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

CENTRAL PLAINS BANCHSARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

See accompanying notes to unaudited consolidated financial statements.

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CENTRAL PLAINS BANCHSARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

See accompanying notes to unaudited consolidated financial statements.

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CENTRAL PLAINS BANCHSARES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Note 2 - Investment SECURITIES

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Note 3 - LOANS AND ALLOWANCE FOR Credit LOSSES

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Note 4 - DEPOSITS

Note 5 - Borrowings

Note 6 - REGULATORY CAPITAL REQUIREMENTS

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Note 7 - COMMITMENTS AND CONTINGENCIES

Note 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS

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Nonrecurring Measurements

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Individually Evaluated Loans

Note 9 - EARNINGS PER SHARE

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Note 10 - ESOP

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

General

Cautionary Note Regarding Forward-Looking Statements

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Critical Accounting Policies

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Comparison of Financial Condition at June 30, 2024 and March 31, 2024

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Average Balance Sheets and Related Yields and Rates

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Comparison of Operating Results for the Three Months Ended June 30, 2024 and June 30, 2023

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Management of Market Risk

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