LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES | NOTE 6 — LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES The components of loans receivable at December 31, 2023 (unaudited) are as shown on the table below: As of December 31, 2023 Originated Acquired Total Loans (In Thousands) Real Estate Mortgages Residential $ 77,125 $ 26,952 $ 104,077 Commercial 8,024 3,204 11,228 Construction 1,664 — 1,664 Home Equity 1,719 — 1,719 Other Loans: Commercial Non-Mortgage 1,059 284 1,343 Automobile 2,934 209 3,143 Passbook 204 219 423 Consumer 1,990 607 2,597 Total Loans 94,719 31,475 126,194 Net Deferred Loan Costs 426 — 426 Net Discounts on Acquired Loans — (948) (948) Allowance for Credit Losses (1,061) — (1,061) Loans, Net $ 94,084 $ 30,527 $ 124,611 The components of loans receivable at September 30, 2023 are as shown on the table below: Year Ended September 30, 2023 Originated Acquired Total Loans (In Thousands) Real Estate Mortgages: Residential $ 74,918 $ 27,333 $ 102,251 Commercial 7,647 3,843 11,490 Construction 2,265 — 2,265 Home Equity 2,552 411 2,963 Other Loans: Commercial Non-Mortgage 1,046 455 1,501 Automobile 2,793 234 3,027 Passbook 43 224 267 Consumer 2,175 666 2,841 Total Loans 93,439 33,166 126,605 Net Deferred Loan Costs 437 — 437 Net Discounts on Acquired Loans — (992) (992) Allowance for Loan Losses (623) — (623) Loans, Net $ 93,253 $ 32,174 $ 125,427 The outstanding principal balance and the related carrying amount of the Company’s loans acquired in the Citizens Bank of Cape Vincent acquisition were as shown on the table below at December 31, 2023 (unaudited) and September 30, 2023: December 31, 2023 September 30, 2023 (in thousands) Acquired Credit Impaired Loans Outstanding Principal Balance $ — $ — Carrying Amount $ — $ — Acquired Non-Credit Impaired Loans Outstanding Principal Balance $ 31,475 $ 33,166 Carrying Amount $ 30,527 $ 32,174 Total Acquired Loans Outstanding Principal Balance $ 31,475 $ 33,166 Carrying Amount $ 30,527 $ 32,174 The Company had not acquired any loans with deteriorated credit quality as of December 31, 2023 and September 30, 2023. The Company did acquire a commercial secured performing loan which has been classified as substandard to ensure proper oversight and monitoring of the credit. The credit has performed in accordance with its modified terms for over two years. This loan was restructured in the fourth quarter of fiscal 2023. Proceeds paid off current principal and interest due in the amount of $505,000. The borrower retained the same interest rate of 6.00% and received a 5-year callable note with 25-year amortization in exchange for extra real estate collateral. A $108,000 second position, commercial mortgage was placed on the guarantor’s primary residence behind the Bank’s first position residential mortgage. The restructuring enhances the Bank’s loan-to-value position while providing the borrower with a lower payment than the original contractual terms. The capitalization of interest, interest rate below market terms, and extension of the maturity date were concessions made to the borrower in exchange for additional collateral. The loan remains in non-accrual. Interest income on a restructured loan is accrued once the borrower demonstrates the ability to pay under the restructured terms for sustained period of repayment performance, which is generally six consecutive months. This loan has a fair value adjustment as a result of purchase price accounting of $103,000 at December 31, 2023. The Company sells first mortgage loans to third parties in the ordinary course of business, principally to the FHLB, a large purchaser of loans. These serviced loans are not included in the balances of the accompanying statements of financial condition, but the Company continues to collect the principal and interest payments for a servicing fee. At December 31, 2023 and September 30, 2023, the total outstanding principal balance on serviced loans was $12.1 million, and $12.4 million, respectively. Citizens Bank of Cape Vincent did not sell residential mortgage loans to third parties. The tables below present, by portfolio segment, the changes in the allowance for credit losses and the recorded investment in loans for the three months ended December 31, 2023 and 2022 (unaudited) and the year ended September 30, 2023. Allowance for loan losses and recorded investment in loans for the three months ended December 31, 2023 was as follows: Real Estate Real Estate Commercial Commercial Residential Commercial Secured Unsecured Consumer Total (In Thousands) Allowance for Credit Losses: Beginning Balance $ 541 $ 55 $ 4 $ 2 $ 21 $ 623 Charge-offs (62) — — — (6) (68) Recoveries — — — — 2 2 Transfer — (3) (3) — 6 — Provisions 68 — — — — 68 Adoption of new accounting standard 252 105 27 (2) 54 436 Ending Balance $ 799 $ 157 $ 28 $ — $ 77 $ 1,061 Ending Balance: Individually Evaluated $ — $ — $ — $ — $ — $ — Ending Balance: Collectively Evaluated $ 799 $ 157 $ 28 $ — $ 77 $ 1,061 Loans Receivable: Ending Balance $ 107,460 $ 11,228 $ 1,330 $ 13 $ 6,163 $ 126,194 Ending Balance: Individually Evaluated $ — $ 696 $ — $ — $ — $ 696 Ending Balance: Collectively Evaluated $ 107,460 $ 10,532 $ 1,330 $ 13 $ 6,163 $ 125,498 Allowance for loan losses and recorded investment in loans for the three months ended December 31, 2022 was as follows: Real Estate Real Estate Commercial Commercial Residential Commercial Secured Unsecured Consumer Total (In Thousands) Beginning Balance $ 548 $ 55 $ 4 $ 1 $ 13 $ 621 Charge-offs — — — — (4) (4) Recoveries 1 — — — 1 2 Transfer (3) — — — 3 — Provisions 15 — — — — 15 Ending Balance $ 561 $ 55 $ 4 $ 1 $ 13 $ 634 Ending Balance: Individually Evaluated $ 85 $ — $ — $ — $ — $ 85 Ending Balance: Collectively $ 476 $ 55 $ 4 $ 1 $ 13 $ 549 Allowance for loan losses and recorded investment in loans for the year ended September 30, 2023 was as follows: Real Estate Real Estate Commercial Commercial Residential Commercial Secured Unsecured Consumer Total (In Thousands) Loans Receivable: Ending Balance $ 107,479 $ 11,490 $ 1,501 $ — $ 6,135 $ 126,605 Less: Acquired Loans 27,744 3,843 455 — 1,124 33,166 Ending Balance: Individually Evaluated $ — $ 298 $ — $ — $ — $ 298 Ending Balance: Collectively Evaluated $ 79,735 $ 7,349 $ 1,046 $ — $ 5,011 $ 93,141 The following table presents performing and nonperforming real estate loans based on payment activity as of December 31, 2023 and September 30, 2023. Real estate loans include residential and commercial mortgages, construction loans and home equity loans. Payment activity is reviewed by management on a quarterly basis to determine how loans are performing. Loans are considered to be nonperforming when the number of days delinquent is greater than 89 days. The loan may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally twelve consecutive months of current payments with no past due occurrences. Prior to October 1, 2023, nonperforming loans also include certain loans that have been modified in troubled debt restructuring (“TDR”) where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Company’s loss mitigation and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six consecutive months. Performing and nonperforming real estate loans as of December 31, 2023 and September 30, 2023 were as follows: As of December 31, As of September 30, 2023 2023 (In Thousands) Performing $ 117,497 $ 118,269 Nonperforming 1,191 700 Total $ 118,688 $ 118,969 Credit quality indicators as of December 31, 2023 and September 30, 2023 are as follows: Internally assigned grade as a subsection of the “Pass” credit risk profile: 1 — Good Loans to an individual or a well-established business in excellent financial condition with strong liquidity and a history of consistently high levels of earnings and cash flow and debt service capacity. Supported by high quality financial statements (including recent statements and sufficient historical fiscal statements), borrower has excellent repayment history and possesses a documented source of repayment. Industry conditions are favorable and business borrower’s management is well qualified with sufficient debt. Borrower and/or key personnel exhibit unquestionable character. Good loans may be characterized by high quality liquid collateral and very strong personal guarantors. 2 — Satisfactory Loans to borrowers with many of the same qualities as a good loan, however, certain characteristics are not as strong (i.e. cyclical nature of earnings, lower quality financial statements, less liquid collateral, less favorable industry trends, etc.). Borrower still has good credit, will exhibit financial strength, excellent repayment history, and good present and future earnings potential. The primary source of repayment is readily apparent with strong secondary sources of repayment available. Management is capable, with sufficient depth, and character of borrower is well established. 3 — Acceptable Loans to borrowers of average strength with acceptable financial condition (businesses fall within acceptable tolerances of other similar companies represented in the RMA annual statement studies), with satisfactory record of earnings and sufficient historical and projected cash flow to service the debt. Business borrower’s management is capable and reliable. Borrower has satisfactory repayment history, and primary and secondary sources of repayment can be clearly identified. Acceptable loans may exhibit some deficiency or vulnerability to changing economic or industry conditions. 4 — Watch Loans in this category have a chance of resulting in a loss. Characteristics of this level of assets include, but are not limited to; the borrower has only a fair credit rating with minimal recent credit problems, cash flow is currently adequate to meet the required debt repayments, but will not be sufficient in the event of significant adverse developments, borrower has limited access to alternative sources of finance, possibly at unfavorable terms, some management weaknesses exist, collateral, generally required, is sufficient to make likely the recovery of the value of the loan in the event of default, but liquidating the collateral may be difficult or expensive. In addition, the guarantor would achieve this credit rating if it borrowed individually from the Bank. 5 — Special Mention Loans in this category are usually made to well establish businesses with local operations. Special Mention loans have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution’s credit position at some future date. Special Mention loans are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Special mention category is not to be used as a means of avoiding a clear decision to classify a loan or pass it without criticism. Neither should it include loans listed merely “for the record” when uncertainties and complexities, perhaps coupled with large size, create some reservations about the loan. If weaknesses or evidence of imprudent handling cannot be identified, inclusion of such loans in Special Mention is not justified. Special mention loans have characteristics which corrective management action would remedy. Loans in this category should remain for a relatively short period of time. 6 — Substandard Loans classified as substandard are inadequately protected by the current sound net worth or paying capacity of the borrower or the collateral pledged, if any. Loans in this category have well defined weaknesses that jeopardize the repayment. Loans which might be included in the category have potential for problems due to weakening economic or market conditions. They are characterized by the distinct possibility that the bank will sustain some loss if the deficiencies are not corrected. Substandard loans may include loans which are likely to require liquidation of collateral to effect repayment, and other loans where the character or ability to repay has become suspect. Loss potential, while existing in the aggregate amount of the substandard assets, does not have to exist in individual assets classified substandard. 7 — Doubtful Loans classified as doubtful have all the weaknesses in those classified as substandard with the added characteristics that the weaknesses make collection or liquidation in full on the basis of current existing facts, conditions, and value highly questionable and improbable. Although possibility of loss is extremely high, classification of these loans as loss has been deferred to specific pending factors or events, which may strengthen the loan value (i.e., possibility of additional collateral, injection of capital, collateral liquidation, debt structure, economic recovery, etc.). 8 — Loss Loans classified as loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future. The information for each of the credit quality indicators is updated on a quarterly basis in conjunction with the determination of the adequacy of the allowance for loan losses. Credit risk profile for originated loans held in portfolio by internally assigned grade as of December 31, 2023: Pass Special Mention Substandard Doubtful Total (In Thousands) Mortgage Loans on Real Estate Residential, One to Four Family $ 78,789 $ — $ — $ — $ 78,789 Home Equity 1,719 — — — 1,719 Commercial 7,728 — 296 — 8,024 Total Mortgage Loans on Real Estate 88,236 — 296 — 88,532 Commercial 1,059 — — — 1,059 Consumer 5,128 — — — 5,128 Total Loans $ 94,423 $ — $ 296 $ — $ 94,719 Credit risk profile for acquired loans held in portfolio by internally assigned grade as of December 31, 2023: Pass Special Mention Substandard Doubtful Total (In Thousands) Mortgage Loans on Real Estate Residential, One to Four Family $ 26,952 $ — $ — $ — $ 26,952 Home Equity — — — — — Commercial 2,636 168 400 — 3,204 Total Mortgage Loans on Real Estate 29,588 168 400 — 30,156 Commercial 256 28 — — 284 Consumer 1,035 — — — 1,035 Total Loans $ 30,879 $ 196 $ 400 $ — $ 31,475 Credit risk profile for originated loans held in portfolio by internally assigned grade as of September 30, 2023: Pass Special Mention Substandard Doubtful Total (In Thousands) Mortgage Loans on Real Estate Residential, One to Four Family $ 77,183 $ — $ — $ — $ 77,183 Home Equity 2,552 — — — 2,552 Commercial 7,349 — 298 — 7,647 Total Mortgage Loans on Real Estate 87,084 — 298 — 87,382 Commercial 1,046 — — — 1,046 Consumer 5,011 — — — 5,011 Total Loans $ 93,141 $ — $ 298 $ — $ 93,439 Credit risk profile for acquired loans by internally assigned grade as of September 30, 2023: Pass Special Mention Substandard Doubtful Total (In Thousands) Mortgage Loans on Real Estate Residential, One to Four Family $ 27,333 $ — $ — $ — $ 27,333 Home Equity 411 — — — 411 Commercial 3,231 210 402 — 3,843 Total Mortgage Loans on Real Estate 30,975 210 402 — 31,587 Commercial 423 32 — — 455 Consumer 1,124 — — — 1,124 Total Loans $ 32,522 $ 242 $ 402 $ — $ 33,166 Aging Analysis of Past Due Financing Receivables by Class Following are tables which include an aging analysis of the recorded investment of past due financing receivables as of December 31, 2023 and September 30, 2023. Also included are loans that are greater than 89 days past due as to interest and principal still accruing, because they are (1) well secured and in the process of collection or (2) real estate loans or loans exempt under regulatory rules from being classified as nonaccruals. An aged analysis of past due financing receivables by class of financing receivable for originated loans held in portfolio as of December 31, 2023 are as follows: 90 Days or Total 90 Days or 30 – 59 Days 60 – 89 Days Greater Total Financing Greater and Past Due Past Due Past Due Past Due Current Receivable Still accruing (In Thousands) Residential Mortgage $ 411 $ 220 $ 143 $ 774 $ 79,734 $ 80,508 $ — Commercial Mortgage — 46 66 112 7,912 8,024 — Commercial — — — — 1,059 1,059 — Consumer — 2 — 2 5,126 5,128 — Total Originated Loans $ 411 $ 268 $ 209 $ 888 $ 93,831 $ 94,719 $ — An aged analysis of past due financing receivable by class of financing receivable for acquired loans as of December 31, 2023 are as follows: 90 Days or Total 90 Days or 30 – 59 Days 60 – 89 Days Greater Total Financing Greater and Past Due Past Due Past Due Past Due Current Receivable Still accruing (In Thousands) Residential Mortgage $ 111 $ 59 $ — $ 170 $ 26,782 $ 26,952 $ — Commercial Mortgage — — — — 3,204 3,204 — Commercial — — — — 284 284 — Consumer 55 18 — 73 962 1,035 — Total Acquired Loans $ 166 $ 77 $ — $ 243 $ 31,232 $ 31,475 $ — An aged analysis of past due financing receivables by class of financing receivable for originated loans held in portfolio and loans held for sale as of September 30, 2023, are as follows: 90 Days or Greater Total Greater 30 – 59 Days 60 – 89 Days 90 Days or Total Financing and Still Past Due Past Due Past Due Past Due Current Receivable accruing (In Thousands) Residential Mortgage $ 810 $ 5 $ 138 $ 953 $ 78,782 $ 79,735 $ — Commercial Mortgage — — 66 66 7,581 7,647 — Commercial — — — — 1,046 1,046 — Consumer 84 11 — 95 4,916 5,011 — Total Originated Loans $ 894 $ 16 $ 204 $ 1,114 $ 92,325 $ 93,439 $ — An aged analysis of past due financing receivables by class of financing receivable for acquired loans as of September 30, 2023, are as follows: 90 Days or Greater Total Greater 30 – 59 Days 60 – 89 Days 90 Days or Total Financing and Still Past Due Past Due Past Due Past Due Current Receivable accruing (In Thousands) Residential Mortgage $ 33 $ — $ 62 $ 95 $ 27,649 $ 27,744 $ — Commercial Mortgage — — — — 3,843 3,843 — Commercial — — — — 455 455 — Consumer — — — — 1,124 1,124 — Total Acquired Loans $ 33 $ — $ 62 $ 95 $ 33,071 $ 33,166 $ — Modifications Made to Borrowers Experiencing Financial Difficulty The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. The Company uses a probability of default/loss given default model to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. There were no loans made to borrowers experiencing financial difficulty during the quarter ended December 31, 2023. Impaired Loans There were no recorded investment balances for impaired financing receivables at September 30, 2023. Troubled Debt Restructurings (“TDR”) There were two new loans modified as TDR during the fiscal year ended September 30, 2023. The Company acquired a commercial secured performing loan which has been classified as substandard to ensure proper oversight and monitoring of the credit. The credit has performed in accordance with its modified terms for over two years. This loan was restructured in the fourth quarter of fiscal 2023. Proceeds paid off current principal and interest due in the amount of $505,000. The borrower retained the same interest rate of 6.00% and received a 5-year callable note with 25-year amortization in exchange for extra real estate collateral. A $108,000 second position, commercial mortgage was placed on the guarantor’s primary residence behind the Bank’s first position residential mortgage. The other loan modified as a TDR during fiscal year 2023 was a one-to-four-family adjustable-rate residential loan with a pre-modified balance of $11,000 and a 7.25% interest rate. Proceeds paid off current principal, taxes and closing costs when this loan modified into a fixed-rate one-to-four-family residential loan with a balance of $16,000 and a 6.50% interest rate. The maturity date of September 2023 was extended to October 2028 under the new terms. There were no TDR’s in payment default that were previously classified as a TDR in the previous twelve months. At September 30, 2023 there were no commitments to lend additional funds to any borrower whose loan terms had been modified in a troubled debt restructuring. Vintage Analysis The following table presents the Company’s recorded investment in loans by credit quality indicators by year of origination as of December 31, 2023: Term Loans by Fiscal Year of Origination (in thousands) 2024 2023 2022 2021 2020 Prior Revolving Total Real Estate - Residential Pass $ 1,917 $ 11,162 $ 15,844 $ 19,055 $ 9,566 $ 48,197 $ 1,719 $ 107,460 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total Real Estate - Residential $ 1,917 $ 11,162 $ 15,844 $ 19,055 $ 9,566 $ 48,197 $ 1,719 $ 107,460 Current period gross write-offs $ 62 $ — $ — $ — $ — $ — $ — $ 62 Real Estate - Commercial Pass $ 221 $ 2,227 $ 711 $ 2,354 $ 1,981 $ 2,871 $ — $ 10,365 Special Mention — — — — — 168 — 168 Substandard — 430 — 199 66 — — 695 Doubtful — — — — — — — — Total Real Estate - Commercial $ 221 $ 2,657 $ 711 $ 2,553 $ 2,047 $ 3,039 $ — $ 11,228 Current period gross write-offs $ — $ — $ — $ — $ — $ — $ — $ — Commercial - Secured Pass $ 88 $ 428 $ 86 $ 216 $ 268 $ 216 $ — $ 1,302 Special Mention — — — — — 28 — 28 Substandard — — — — — — — — Doubtful — — — — — — — — Total Commercial - Secured $ 88 $ 428 $ 86 $ 216 $ 268 $ 244 $ — $ 1,330 Current period gross write-offs $ — $ — $ — $ — $ — $ — $ — $ — Commercial - Unsecured Pass $ 2 $ — $ — $ — $ — $ 11 $ — $ 13 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total Commercial - Unsecured $ 2 $ — $ — $ — $ — $ 11 $ — $ 13 Current period gross write-offs $ — $ — $ — $ — $ — $ — $ — $ — Consumer Pass $ 752 $ 2,607 $ 1,374 $ 747 $ 367 $ 316 $ — $ 6,163 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total Consumer $ 752 $ 2,607 $ 1,374 $ 747 $ 367 $ 316 $ — $ 6,163 Current period gross write-offs $ 6 $ — $ — $ — $ — $ — $ — $ 6 Nonaccrual Loans The following table is a summary of the Company’s nonaccrual loans by major categories for the periods indicated: CECL Incurred Loss December 31, 2023 September 30, 2023 Nonaccrual loans Nonaccrual loans Total Nonaccrual (in thousands) with No Allowance with an Allowance Loans Nonaccrual Loans Real Estate - Residential $ — $ 602 $ 602 $ 153 Real Estate - Commercial — 466 466 468 Commercial - Secured — — — — Commercial - Unsecured — — — — Consumer — 18 18 9 Total Loans $ — $ 1,086 $ 1,086 $ 630 The Company recognized no interest income on nonaccrual loans during the three months ended December 31, 2023 or 2022. The following table represents the accrued interest receivable written off by reversing interest income during the three months ended December 31, 2023: For the Three Months Ended December 31, 2023 (in thousands) Real Estate - Residential $ 12 Real Estate - Commercial 9 Commercial - Secured — Commercial - Unsecured — Consumer 1 Total Loans $ 22 |