FB Bancorp, Inc.(FBLA) - 2024 Q3 - Quarterly Report

Part I. Financial Information This section presents Fidelity Bank's unaudited financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures Item 1. Financial Statements Fidelity Bank's unaudited financial statements, including balance sheets, income, equity, and cash flows, with detailed accounting notes Balance Sheets This section provides a comparative overview of Fidelity Bank's financial position at key reporting dates | Metric | Sep 30, 2024 (thousands) | Dec 31, 2023 (thousands) | Change (thousands) | % Change | | :-------------------------- | :----------------------- | :----------------------- | :----------------- | :------- | | Total Assets | $1,407,680 | $1,124,932 | $282,748 | 25.1% | | Total Cash & Equivalents | $293,544 | $87,108 | $206,436 | 237.0% | | Loans Held for Investment, Net | $724,471 | $659,481 | $64,990 | 9.9% | | Total Deposits | $1,006,036 | $769,288 | $236,748 | 30.8% | | Total Liabilities | $1,246,213 | $968,195 | $278,018 | 28.7% | | Total Equity | $161,467 | $156,737 | $4,730 | 3.0% | Statements of Operations This section details Fidelity Bank's revenues, expenses, and net income over specified periods | Metric (thousands) | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :----------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total Interest & Dividend Income | $16,909 | $14,220 | $48,041 | $39,310 | | Total Interest Expense | $5,486 | $3,381 | $14,800 | $6,166 | | Net Interest Income | $11,423 | $10,839 | $33,241 | $33,144 | | Provision for Credit Losses | $300 | $725 | $820 | $349 | | Total Non-Interest Income | $5,372 | $9,769 | $17,347 | $20,508 | | Total Non-Interest Expenses | $17,637 | $16,929 | $50,855 | $50,644 | | Net Income (Loss) | $(895) | $2,409 | $(853) | $2,300 | Statements of Comprehensive Income (Loss) This section presents Fidelity Bank's net income and other comprehensive income components | Metric (thousands) | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :--------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net Income (Loss) | $(895) | $2,409 | $(853) | $2,300 | | Unrealized Gains (Losses) on AFS Securities | $8,400 | $(5,668) | $7,352 | $(5,222) | | Total Other Comprehensive Income (Loss) | $6,655 | $(4,478) | $5,583 | $(4,286) | | Total Comprehensive Income (Loss) | $5,760 | $(2,069) | $4,730 | $(1,986) | Statements of Changes in Equity This section outlines the changes in Fidelity Bank's total equity over various reporting periods | Metric (thousands) | Dec 31, 2023 | Mar 31, 2024 | Jun 30, 2024 | Sep 30, 2024 | | :-------------------------------------- | :----------- | :----------- | :----------- | :----------- | | Balance at Period End | $156,737 | $153,364 | $155,707 | $161,467 | | Net Income (Loss) | N/A | $(807) | $849 | $(895) | | Other Comprehensive Income (Loss), net of tax | N/A | $(2,566) | $1,494 | $6,655 | | Total Comprehensive Income (Loss) | N/A | $(3,373) | $2,343 | $5,760 | Statements of Cash Flows This section details Fidelity Bank's cash inflows and outflows from operating, investing, and financing activities | Metric (thousands) | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :-------------------------------------- | :-------------------------- | :-------------------------- | | Net Cash Provided by (Used in) Operating Activities | $(14,848) | $(15,051) | | Net Cash Provided by (Used in) Investing Activities | $(52,719) | $(72,383) | | Net Cash Provided by (Used in) Financing Activities | $274,003 | $97,755 | | Net Increase (Decrease) in Cash & Equivalents | $206,436 | $10,321 | | Cash & Equivalents at End of Period | $293,544 | $71,058 | Notes to the Financial Statements This section provides detailed explanations of Fidelity Bank's accounting policies, financial instrument composition, and regulatory matters - The financial statements are prepared in accordance with GAAP for interim financial information and should be read in conjunction with the Bank's audited annual financial statements[19] - Management makes estimates and assumptions that affect reported amounts, and actual results could differ[20] - The Bank has two reportable segments: traditional banking and mortgage banking, with performance primarily evaluated by operating revenue[100] Note 1. Summary of Significant Accounting Policies This note outlines Fidelity Bank's key accounting principles and recent pronouncement adoptions - Interim financial statements are prepared in accordance with GAAP for interim financial information and do not include all annual GAAP disclosures[19] - The Bank adopted ASU 2016-13 (CECL) on January 1, 2023, replacing the incurred loss methodology with an expected loss methodology for financial assets at amortized cost, with no material change to financial position or results of operations upon adoption[126][127] - ASU No. 2023-07 on Segment Reporting is effective for fiscal years beginning after December 15, 2023, and is not expected to have a material impact on the Company's consolidated financial statements[21] Note 2. Investment Securities This note details Fidelity Bank's investment securities portfolio, including fair values and unrealized gains/losses | Metric (thousands) | Sep 30, 2024 | Dec 31, 2023 | Change (thousands) | % Change | | :------------------------------ | :----------- | :----------- | :----------------- | :------- | | Total Available for Sale (Fair Value) | $244,031 | $249,898 | $(5,867) | (2.3%) | | Total Amortized Cost | $256,444 | $269,378 | $(12,934) | (4.8%) | | Gross Unrealized Gains | $574 | $227 | $347 | 152.9% | | Gross Unrealized Losses | $12,987 | $19,707 | $(6,720) | (34.1%) | - No allowance for credit loss was required for available-for-sale securities as the Bank does not intend to sell them and does not expect to be required to sell them before recovery of amortized cost[26] Note 3. Loans Held for Investment This note provides a breakdown of Fidelity Bank's loan portfolio, credit quality, and allowance for credit losses | Loan Category (thousands) | Sep 30, 2024 | Dec 31, 2023 | Change (thousands) | % Change | | :-------------------------------- | :----------- | :----------- | :----------------- | :------- | | Residential Mortgage Loans (1-4 family) | $284,984 | $264,661 | $20,323 | 7.7% | | Residential Construction Loans | $29,005 | $15,764 | $13,241 | 84.0% | | Commercial Real Estate Loans | $230,219 | $206,267 | $23,952 | 11.6% | | Other Commercial Loans | $82,154 | $69,053 | $13,101 | 19.0% | | Home Equity Loans | $105,771 | $98,331 | $7,440 | 7.6% | | Total Loans Held for Investment | $731,358 | $666,618 | $64,740 | 9.7% | | Allowance for Credit Losses | $(5,824) | $(6,203) | $379 | (6.1%) | - Non-accruing loans increased to $11.0 million at September 30, 2024, from $7.7 million at December 31, 2023[58] - The Bank uses a risk grading matrix (1-10) for commercial and other loans, with grades 1-6 classified as "Pass"[46][51] Note 4. Mortgage Servicing Rights This note details the book and fair values of Fidelity Bank's mortgage servicing rights and their changes | Metric (thousands) | 9 Months Ended Sep 30, 2024 | Year Ended Dec 31, 2023 | | :-------------------------------------- | :-------------------------- | :---------------------- | | Book Value of MSRs, Beginning of Period | $2,231 | $8,900 | | Additions from Sale of Loans | $386 | $527 | | Book Value Removed from Sale of Servicing Rights | $(1,158) | $(5,433) | | Amortized to Expense | $(397) | $(1,763) | | Book Value of MSRs, End of Period | $1,062 | $2,231 | | Fair Value of MSRs | $1,812 | $6,934 | Note 5. Deposits This note categorizes Fidelity Bank's deposit types and highlights changes in core deposits | Deposit Type (thousands) | Sep 30, 2024 | Dec 31, 2023 | Change (thousands) | % Change | | :-------------------------------- | :----------- | :----------- | :----------------- | :------- | | NOW Accounts | $492,103 | $268,379 | $223,724 | 83.4% | | Savings Accounts | $118,980 | $127,213 | $(8,233) | (6.5%) | | Money Market | $103,477 | $108,778 | $(5,301) | (4.9%) | | Certificates of Deposit | $197,450 | $174,362 | $23,088 | 13.2% | | Wholesale & Brokered CDs | $94,026 | $90,556 | $3,470 | 3.8% | | Total Deposits | $1,006,036 | $769,288 | $236,748 | 30.8% | - Core deposits increased by $210.2 million, or 41.7%, primarily due to $254 million in tentative proceeds from the Bank's stock conversion[67][141] Note 6. Other Borrowings This note outlines Fidelity Bank's FHLB advances and Federal Reserve BTFP borrowings | Borrowing Type (thousands) | Sep 30, 2024 | Dec 31, 2023 | Change (thousands) | % Change | | :------------------------- | :----------- | :----------- | :----------------- | :------- | | FHLB Advances | $94,000 | $52,200 | $41,800 | 80.1% | | Federal Reserve BTFP | $120,000 | $120,000 | $0 | 0.0% | | Total Other Borrowings | $214,000 | $172,200 | $41,800 | 24.3% | - The Bank had an unused FHLB line of credit of approximately $321 million at September 30, 2024[70] Note 7. Capital Requirements and Other Regulatory Matters This note presents Fidelity Bank's capital ratios and regulatory compliance status | Capital Ratio | Sep 30, 2024 (Actual) | Dec 31, 2023 (Actual) | Minimum for Well Capitalized | | :----------------------------- | :-------------------- | :-------------------- | :--------------------------- | | Tier 1 Leverage Capital | 13.77% | 14.80% | 5.00% | | Common Equity Tier 1 Risk-Based Capital | 20.03% | 22.67% | 6.50% | | Tier 1 Risk-Based Capital | 20.03% | 22.67% | 8.00% | | Total Risk-Based Capital | 20.73% | 23.52% | 10.00% | - The Bank has been categorized as "well capitalized" by the FDIC[75] Note 8. Commitments and Contingencies This note details Fidelity Bank's outstanding loan commitments and reserve for unfunded commitments | Commitment Type (thousands) | Sep 30, 2024 | Dec 31, 2023 | Change (thousands) | % Change | | :-------------------------------- | :----------- | :----------- | :----------------- | :------- | | Residential Construction | $23,286 | $14,368 | $8,918 | 62.1% | | Commercial Construction | $21,636 | $9,972 | $11,664 | 117.0% | | Revolving Lines of Credit & Other | $161,381 | $158,861 | $2,520 | 1.6% | | Total Commitments Outstanding | $206,303 | $183,201 | $23,102 | 12.6% | - The reserve for unfunded commitments increased to $120,000 at September 30, 2024, from $80,000 at December 31, 2023[81] Note 9. Fair Value This note explains Fidelity Bank's fair value hierarchy and classification of financial instruments - Fair value hierarchy categorizes inputs into Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[82][83][85] - Available-for-sale securities, mortgage loans held for sale, and derivative financial instruments are primarily classified as Level 2[87][88][89] - Loans held for investment, net, and accrued interest receivable are classified as Level 3, while deposits and other borrowings are primarily Level 2[93] Note 10. Mortgage Banking Derivatives This note describes Fidelity Bank's use of derivatives to hedge mortgage interest rate risk - The Bank uses IRLs and Forwards to economically hedge interest rate risk on mortgage loans held for sale[96] Estimated Net Gain (Loss) from Mortgage Banking Derivatives (thousands) | Metric (thousands) | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :----------------- | :-------------------------- | :-------------------------- | | IRLs Net Gain (Loss) | $(39) | $167 | | Forwards Net Gain (Loss) | $(581) | $369 | | Total Net Gain (Loss) | $(620) | $536 | Fair Value of Mortgage Banking Derivatives (thousands) | Derivative Type | Sep 30, 2024 Fair Value (thousands) | Dec 31, 2023 Fair Value (thousands) | | :-------------- | :---------------------------------- | :---------------------------------- | | IRLs | $442 | $481 | | Forwards | $(114) | $(297) | | Total | $328 | $184 | Note 11. Segment Information This note provides financial data for Fidelity Bank's traditional banking and mortgage banking segments - The Bank has two reportable segments: traditional banking and mortgage banking[100] Segment Operating Revenue and Profit (Loss) (thousands) | Metric (thousands) | Banking Segment (9M Sep 2024) | Mortgage Banking Segment (9M Sep 2024) | Total Segments (9M Sep 2024) | Banking Segment (9M Sep 2023) | Mortgage Banking Segment (9M Sep 2023) | Total Segments (9M Sep 2023) | | :----------------------------- | :---------------------------- | :------------------------------------- | :--------------------------- | :---------------------------- | :------------------------------------- | :--------------------------- | | Net Interest Income | $30,841 | $2,400 | $33,241 | $30,258 | $2,886 | $33,144 | | Gain on Sale of Mortgage Loans | — | $10,706 | $10,706 | — | $9,932 | $9,932 | | Other Revenue | $3,284 | $3,357 | $6,641 | $3,208 | $7,368 | $10,576 | | Total Operating Revenue | $34,125 | $16,463 | $50,588 | $33,466 | $20,186 | $53,652 | | Segment Profit (Loss) | $1,295 | $(2,148) | $(853) | $3,638 | $(1,338) | $2,300 | Note 12. Subsequent Events This note discloses significant events occurring after the reporting period, including the IPO and debt repayment - FB Bancorp, Inc. completed its IPO and the Bank's conversion to stock form on October 22, 2024[104] - The Company sold 19,837,500 shares of common stock for approximately $198.4 million in gross proceeds[104] - As of November 8, 2024, the Bank repaid $85 million of its $120 million borrowing from the Federal Reserve's Bank Term Funding Program[105] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses Fidelity Bank's financial condition and operating results, highlighting a 9M 2024 net loss from lower non-interest income and higher interest expense - The Bank's principal objective is to build long-term value for stockholders by operating a profitable community-oriented financial institution[113] - Key strategies include growing and diversifying the loan portfolio (commercial real estate and commercial loans), maintaining strong asset quality, attracting low-cost core deposits, investing in online banking and digital platforms, and considering opportunistic acquisitions[113][115][116][117][120] - Non-interest expense is expected to increase due to public company operating costs, including an employee stock ownership plan and potential stock-based benefit plan[122] Overview This section outlines Fidelity Bank's primary business activities and key drivers of its operating results - Fidelity Bank's business primarily involves taking deposits and investing in residential real estate, commercial real estate, commercial, home equity, consumer, and construction loans, as well as securities[109] - Results of operations depend primarily on net interest income, provisions for credit losses, non-interest income (service charges, gains on mortgage loan sales), and non-interest expenses (salaries, occupancy, data processing)[110] Business Strategy This section details Fidelity Bank's strategic objectives for loan growth, asset quality, deposit attraction, and digital expansion - Grow and diversify the loan portfolio by increasing originations of commercial real estate and commercial loans to increase overall loan portfolio yield[113] - Maintain strong asset quality through conservative underwriting standards; non-performing loans were 1.51% of total loans at September 30, 2024[115] - Attract and retain customers, grow low-cost "core" deposits (71.0% of total deposits at Sep 30, 2024), and expand in Baton Rouge and Lafayette, Louisiana markets[116] - Invest in online banking infrastructure and a fully digital bank ("Andi") to meet customer needs and expand the customer base[117] - Pursue organic growth and consider opportunistic acquisitions or branching to enhance franchise value and stockholder returns[120] Anticipated Increase in Non-interest Expense This section discusses expected increases in non-interest expense due to public company operations and compensation plans - Non-interest expense is expected to increase due to costs of operating as a public company, including additional accounting personnel[122] - Increased compensation expenses are anticipated from the implementation of an employee stock ownership plan and a possible stock-based benefit plan[122] Critical Accounting Policies and Use of Critical Accounting Estimates This section highlights Fidelity Bank's key accounting policies requiring significant management judgment and estimates - Critical accounting policies include Provision for Credit Losses (CECL), Deferred Tax Assets, and Fair Value Measurements, all requiring significant management estimates and assumptions[126][128][130] - The Bank adopted CECL on January 1, 2023, with no material change to its financial position or results of operations[126][127] - As an "emerging growth company," the Bank intends to delay adoption of new or revised accounting pronouncements applicable to public companies[124] Selected Financial Data This section presents key financial condition, operating, and performance ratio data for Fidelity Bank Selected Financial Condition Data (thousands) | Metric | Sep 30, 2024 | Dec 31, 2023 | Change (thousands) | % Change | | :-------------------------- | :----------- | :----------- | :----------------- | :------- | | Total Assets | $1,407,680 | $1,124,932 | $282,748 | 25.1% | | Total Cash & Equivalents | $293,544 | $87,108 | $206,436 | 237.0% | | Loans Held for Investment, Net | $724,471 | $659,481 | $64,990 | 9.9% | | Total Deposits | $1,006,036 | $769,288 | $236,748 | 30.8% | | Total Equity | $161,467 | $156,737 | $4,730 | 3.0% | Selected Operating Data (thousands) | Metric (thousands) | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :----------------------------- | :-------------------------- | :-------------------------- | | Net Interest Income | $33,241 | $33,144 | | Total Non-Interest Income | $17,347 | $20,508 | | Total Non-Interest Expense | $50,855 | $50,644 | | Net Income (Loss) | $(853) | $2,300 | Performance Ratios | Ratio | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :----------------------------- | :-------------------------- | :-------------------------- | | Return on Average Assets | (0.07)% | 0.20% | | Return on Average Equity | (0.55)% | 1.50% | | Net Interest Margin | 4.30% | 4.82% | | Efficiency Ratio | 100.53% | 94.39% | | Non-performing Loans to Total Loans | 1.51% | 1.32% | Comparison of Financial Condition at September 30, 2024 and December 31, 2023 This section analyzes changes in Fidelity Bank's assets, liabilities, and equity between the two reporting periods - Total assets increased by $282.7 million (25.1%) to $1.41 billion, primarily due to a $206.4 million (237%) increase in cash and cash equivalents, driven by $254 million in tentative stock conversion proceeds[136][137] - Loans held for investment, net, increased by $65.0 million (9.9%) to $724.5 million, with significant growth in residential construction loans (+84.0%), commercial real estate loans (+11.6%), and other commercial loans (+19.0%)[139] - Total deposits increased by $236.7 million (30.8%) to $1.01 billion, with core deposits increasing by $210.2 million (41.7%) due to stock conversion proceeds[141] - Borrowings increased by $41.8 million (24.3%) to $214.0 million, used primarily to fund loan originations[142] - Total equity increased by $4.7 million (3.0%) to $161.5 million, mainly due to a $5.6 million decrease in accumulated other comprehensive loss[143] Comparison of Operating Results for the Three Months Ended September 30, 2024 and 2023 This section compares Fidelity Bank's Q3 2024 and Q3 2023 operating performance, noting a net loss in Q3 2024 - Net loss of $895,000 for Q3 2024, compared to net income of $2.4 million for Q3 2023, primarily due to a $4.4 million decrease in gains from mortgage servicing rights sales[152] - Interest income increased by $2.7 million (18.9%) to $16.9 million, driven by a $2.4 million (20.7%) increase in interest and fees on loans[153] - Total interest expense increased by $2.1 million (62.3%) to $5.5 million, due to increases in both balances and average costs of interest-bearing deposits and other borrowings[157] - Non-interest income decreased by $4.4 million (45.0%) to $5.4 million, mainly due to lower gains from sales of mortgage servicing rights[163] - Non-interest expense increased by $708,000 (4.2%) to $17.6 million, primarily due to a $1.1 million increase in hedging activity, net, partially offset by decreased mortgage servicing rights amortization and a reduction of approximately $1.4 million in annual payroll starting Q4 2024 from mortgage banking division reductions[164] Comparison of Operating Results for the Nine Months Ended September 30, 2024 and 2023 This section compares Fidelity Bank's 9M 2024 and 9M 2023 operating performance, showing a net loss in 9M 2024 - Net loss of $853,000 for 9M 2024, compared to net income of $2.3 million for 9M 2023, primarily due to a $2.2 million decrease in gain on sale of mortgage servicing rights and a $1.8 million decrease in mortgage servicing revenue[167] - Interest income increased by $8.7 million (22.2%) to $48.0 million, mainly from an $8.1 million (25.7%) increase in interest and fees on loans[168] - Total interest expense increased by $8.6 million (140.0%) to $14.8 million, driven by increases in both balances and average costs of interest-bearing deposits and other borrowings[172] - Provision for credit losses increased to $820,000 from $349,000, primarily due to loan growth and increases in non-performing loans[175] - Non-interest expense increased by $211,000 (0.4%) to $50.9 million, with hedging activity, data processing, and advertising increases partially offset by a $404,000 (1.3%) decrease in salaries and employee benefits due to a reduction of approximately 22 employees[178] Management of Market Risk This section details Fidelity Bank's strategies and analyses for managing interest rate risk and other market exposures - Interest rate risk is the most significant market risk, managed by an Asset Liability Committee (ALCO) at both management and board levels[181] - Strategies to manage interest rate risk include maintaining strong capital, hedging residential mortgage loans held for sale with forward commitments, maintaining high liquidity, growing core deposits, managing investment securities, and diversifying the loan portfolio with commercial loans[182] - EVE analysis at September 30, 2024, showed a 3.00% decrease in EVE for a 200 basis point rate increase and a 2.25% increase for a 200 basis point rate decrease, both within Board guidelines[186] - NII analysis at September 30, 2024, showed a 4.30% increase for a 200 basis point rate increase and a 9.20% decrease for a 200 basis point rate decrease, both within Board guidelines[189][190] General This subsection identifies interest rate risk as the primary market risk and outlines management strategies - Interest rate risk is the most significant market risk for the Bank[181] - An Asset Liability Committee (ALCO) manages interest rate risk, with strategies including maintaining capital, hedging residential mortgage loans, high liquidity, growing core deposits, and diversifying the loan portfolio[181][182] Economic Value of Equity This subsection presents the estimated impact of interest rate changes on Fidelity Bank's Economic Value of Equity - EVE measures the net present value of assets and liabilities, using discounted cash flow and option-based pricing to assess interest rate sensitivity[184] Estimated Changes in EVE at September 30, 2024 | Change in Interest Rates (basis points) | Estimated EVE (thousands) | Estimated Increase (Decrease) in EVE (%) | | :-------------------------------------- | :------------------------ | :--------------------------------------- | | +400 | $238,218 | (11.62)% | | +300 | $251,580 | (6.66)% | | +200 | $261,452 | (3.00)% | | +100 | $267,774 | (0.65)% | | - | $269,532 | —% | | (100) | $271,394 | 0.69% | | (200) | $275,596 | 2.25% | Change in Net Interest Income This subsection forecasts the impact of interest rate changes on Fidelity Bank's Net Interest Income Estimated Changes in NII Year 1 Forecast at September 30, 2024 | Change in Interest Rates (basis points) | NII Year 1 Forecast (thousands) | Year 1 Change from Level (%) | | :-------------------------------------- | :------------------------------ | :--------------------------- | | +400 | $46,868 | 4.80% | | +300 | $46,957 | 5.00% | | +200 | $46,644 | 4.30% | | +100 | $45,839 | 2.50% | | Level | $44,721 | —% | | (100) | $42,887 | (4.10)% | | (200) | $40,607 | (9.20)% | - The estimated changes in NII are within the Board of Directors' guidelines, but the methodology has inherent shortcomings and may not precisely forecast actual results[189][191] Liquidity and Capital Resources This section discusses Fidelity Bank's funding sources, borrowing capacity, and capital adequacy - Primary sources of funds include deposits, principal/interest payments on loans and securities, and proceeds from maturities/sales[194] - The Bank has access to FHLB and Federal Reserve Bank Term Funding Program borrowings, with $321.4 million and $46.1 million in additional borrowing capacity, respectively, at September 30, 2024[193] - Fidelity Bank was categorized as "well-capitalized" at September 30, 2024, with Tier 1 leverage capital of $165.5 million, or 13.8% of adjusted assets[197] Off-Balance Sheet Arrangements This section details Fidelity Bank's outstanding loan commitments and maturing certificates of deposit - Outstanding commitments to originate loans totaled $206.3 million at September 30, 2024, including $161.4 million in revolving lines of credit and $44.9 million in residential and commercial construction loans[199] - Certificates of deposit totaling $228.3 million are scheduled to mature within one year from September 30, 2024[199] Recent Accounting Pronouncements This section refers to Note 1 for details on recently adopted accounting standards - Refer to Note 1 for a discussion of recent accounting pronouncements[200] Impact of Inflation and Changing Prices This section addresses the limited impact of inflation on Fidelity Bank's financial statements compared to interest rates - Financial statements are prepared without considering changes in the relative purchasing power of money due to inflation[201] - Interest rates generally have a more significant impact on a financial institution's performance than inflation[201] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section incorporates by reference the detailed market risk management discussion from Item 2 - Information regarding quantitative and qualitative disclosures about market risk is incorporated by reference from "Management's Discussion and Analysis of Financial Condition and Results of Operations – Management of Market Risk" in Item 2[203] Item 4. Controls and Procedures Management concluded disclosure controls were effective as of September 30, 2024, with no material changes in internal control - The Company's disclosure controls and procedures were effective as of September 30, 2024[204] - No material changes in internal control over financial reporting occurred during the quarter ended September 30, 2024[204] Part II. Other Information This section includes legal proceedings, risk factors, equity sales, other information, exhibits, and signatures Item 1. Legal Proceedings The Company has no pending legal proceedings, and routine actions are not expected to materially impact financials - The Company is not subject to any pending legal proceedings[205] - The Bank is subject to routine legal actions, but management does not expect a material adverse effect on financial condition or results[205] Item 1A. Risk Factors This item is not applicable as the Company is a smaller reporting company - Item 1A. Risk Factors is not applicable as the Company is a smaller reporting company[206] Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities This item is not applicable - This item is not applicable[206] Item 3. Defaults Upon Senior Securities This item is not applicable - This item is not applicable[206] Item 4. Mine Safety Disclosures This item is not applicable - This item is not applicable[206] Item 5. Other Information No directors or executive officers adopted or terminated Rule 10b5-1 trading arrangements for Company securities - No directors or executive officers adopted or terminated Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements during the nine months ended September 30, 2024[206] Item 6. Exhibits This section lists exhibits, including Inline XBRL documents and CEO/CFO certifications under Sarbanes-Oxley Act - Exhibits include Inline XBRL documents (Instance Document, Taxonomy Extension Schema, Cover Page) and certifications from the CEO and CFO under Sections 302 and 906 of the Sarbanes-Oxley Act[207][209] Signature Page The report was signed by Christopher Ferris (President and CEO) and Todd Wanner (CFO and Treasurer) on November 14, 2024 - The report was signed by Christopher Ferris (President and CEO) and Todd Wanner (CFO and Treasurer) on November 14, 2024[211]