Fidelity D & D Bancorp 10Q 2024 Q1 Quarterly report

0001098151fdbc:CustomerInterestRateSwapsMember2024-01-012024-03-31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 March 31, 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: 001-38229

FIDELITY D & D BANCORP, INC.

STATE OF INCORPORATION:	IRS EMPLOYER IDENTIFICATION NO:
Pennsylvania	23-3017653

Address of principal executive offices:

Blakely & Drinker St.

Dunmore, Pennsylvania 18512

TELEPHONE: 570-342-8281

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class	Trading Symbols(s)	Name of each exchange on which registered
Common stock, without par value	FDBC	The NASDAQ Stock Market, LLC

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 subjected 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 ☐

Non-accelerated filer ☒

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

The number of outstanding shares of Common Stock of Fidelity D & D Bancorp, Inc. on April 30, 2024, the latest practicable date, was 5,735,732 shares.

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FIDELITY D & D BANCORP, INC.

Form 10-Q March 31, 2024

Index

Part I. Financial Information		Page
Item 1.	Financial Statements (unaudited):
	Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	3
	Consolidated Statements of Income for the three months ended March 31, 2024 and 2023	4
	Consolidated Statements of Comprehensive Income for the three months ended March 31, 2024 and 2023	5
	Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2024 and 2023	6
	Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023	7
	Notes to Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	54
Item 4.	Controls and Procedures	59

Part II. Other Information
Item 1.	Legal Proceedings	59
Item 1A.	Risk Factors	59
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 3.	Defaults upon Senior Securities	59
Item 4.	Mine Safety Disclosures	59
Item 5.	Other Information	59
Item 6.	Exhibits	60
Signatures		62

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PART I – Financial Information

Item 1: Financial Statements

Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Balance Sheets

(Unaudited)
(dollars in thousands)	*March 31, 2024*			December 31, 2023
Assets:
Cash and due from banks	$	34,454		$	28,949
Interest-bearing deposits with financial institutions		38,279			83,000
Total cash and cash equivalents		72,733			111,949
Available-for-sale securities		334,404			344,040
Held-to-maturity securities (fair value of $193,973 in 2024; $197,176 in 2023)		224,612			224,233
Restricted investments in bank stock		3,959			3,905
Loans and leases, net (allowance for credit losses of $18,886 in 2024; $18,806 in 2023)		1,678,142			1,666,292
Loans held-for-sale (fair value $277 in 2024; $1,483 in 2023)		271			1,457
Foreclosed assets held-for-sale		220			1
Bank premises and equipment, net		34,899			34,232
Leased property under finance leases, net		1,116			1,173
Right-of-use assets		9,056			7,771
Cash surrender value of bank owned life insurance		54,921			54,572
Accrued interest receivable		9,398			9,092
Goodwill		19,628			19,628
Core deposit intangible, net		1,100			1,184
Other assets		24,437			23,630
Total assets	$	2,468,896		$	2,503,159
Liabilities:
Deposits:
Interest-bearing	$	1,678,172		$	1,622,282
Non-interest-bearing		537,824			536,143
Total deposits		2,215,996			2,158,425
Allowance for credit losses on off-balance sheet credit exposures		894			944
Finance lease obligation		1,151			1,201
Operating lease liabilities		9,935			8,549
Short-term borrowings		25,000			117,000
Secured borrowings		7,299			7,372
Accrued interest payable and other liabilities		16,986			20,189
Total liabilities		2,277,261			2,313,680

Shareholders' equity:
Preferred stock authorized 5,000,000 shares with no par value; none issued		-			-
Capital stock, no par value (10,000,000 shares authorized; shares issued and outstanding; 5,735,732 at March 31, 2024; and 5,703,636 at December 31, 2023)		118,438			117,695
Retained earnings		131,111			128,251
Accumulated other comprehensive loss		(57,914	)		(56,467	)
Treasury stock, at cost (10 shares at March 31, 2024 and 38 shares at December 31, 2023)		-			-
Total shareholders' equity		191,635			189,479
Total liabilities and shareholders' equity	$	2,468,896		$	2,503,159

See notes to unaudited consolidated financial statements

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Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Statements of Income

(Unaudited)	Three months ended
(dollars in thousands except per share data)	*March 31, 2024*			March 31, 2023
Interest income:
Loans and leases:
Taxable	$	20,929		$	18,119
Nontaxable		1,204			899
Interest-bearing deposits with financial institutions		376			31
Restricted investments in bank stock		81			106
Investment securities:
U.S. government agency and corporations		1,488			1,520
States and political subdivisions (nontaxable)		1,104			1,217
States and political subdivisions (taxable)		443			446
Total interest income		25,625			22,338
Interest expense:
Deposits		9,941			4,618
Secured borrowings		121			111
Other short-term borrowings		620			584
Total interest expense		10,682			5,313
Net interest income		14,943			17,025
Provision for credit losses on loans		125			180
Net provision (benefit) for credit losses on unfunded loan commitments		(50	)		225
Net interest income after provision for credit losses		14,868			16,620
Other income:
Service charges on deposit accounts		957			922
Interchange fees		1,297			1,251
Service charges on loans		304			298
Fees from trust fiduciary activities		848			695
Fees from financial services		268			222
Fees and other revenue		342			619
Earnings on bank-owned life insurance		349			321
Gain (loss) on write-down, sale or disposal of:
Loans		203			164
Available-for-sale debt securities		-			(1	)
Premises and equipment		4			(2	)
Total other income		4,572			4,489
Other expenses:
Salaries and employee benefits		7,131			6,515
Premises and equipment		2,159			2,127
Data processing and communication		742			677
Advertising and marketing		732			893
Professional services		1,062			925
Automated transaction processing		425			429
Office supplies and postage		203			181
PA shares tax		26			(32	)
Loan collection		3			13
Other real estate owned		1			1
FDIC assessment		298			168
Other		907			960
Total other expenses		13,689			12,857
Income before income taxes		5,751			8,252
Provision for income taxes		694			1,212
Net income	$	5,057		$	7,040
Per share data:
Net income - basic	$	0.88		$	1.25
Net income - diluted	$	0.88		$	1.24
Dividends	$	0.38		$	0.36

See notes to unaudited consolidated financial statements

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Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Statements of Comprehensive Income
(Unaudited)	Three months ended March 31,
(dollars in thousands)	*2024*			2023

Net income	$	5,057		$	7,040

Other comprehensive (loss) gain, before tax:
Unrealized holding (loss) gain on available-for-sale debt securities		(2,416	)		9,824
Reclassification adjustment for net losses (gains) realized in income		-			1
Amortization of unrealized loss on held-to-maturity securities		584			572
Net unrealized (loss) gain		(1,832	)		10,397
Tax effect		385			(2,183	)
Unrealized (loss) gain, net of tax		(1,447	)		8,214
Other comprehensive (loss) income, net of tax		(1,447	)		8,214
Total comprehensive income, net of tax	$	3,610		$	15,254

See notes to unaudited consolidated financial statements

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Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Statements of Changes in Shareholders' Equity

For the Three Months Ended March 31, 2024 and 2023
(Unaudited)									Accumulated
									other
	Capital stock					Retained			comprehensive			Treasury
(dollars in thousands)	Shares			Amount		earnings			income (loss)			Stock			Total
Balance, December 31, 2022		5,630,794		$	115,611	$	119,754		$	(71,152	)	$	(1,263	)	$	162,950
Cumulative-effect adjustment for adoption of ASU 2016-13 (Footnote 1)							(1,326	)								(1,326	)
Net income							7,040									7,040
Other comprehensive income										8,214						8,214
Issuance of common stock through Employee Stock Purchase Plan		7,294			302											302
Re-issuance of common stock through Dividend Reinvestment Plan		8,104			79								303			382
Issuance of common stock from vested restricted share grants through stock compensation plans		20,449			-											-
Stock-based compensation expense					445											445
Repurchase of shares to cover withholdings		(1,386	)		-								(68	)		(68	)
Cash dividends declared							(2,052	)								(2,052	)
Balance, March 31, 2023		5,665,255		$	116,437	$	123,416		$	(62,938	)	$	(1,028	)	$	175,887

Balance, December 31, 2023		5,703,636		$	117,695	$	128,251		$	(56,467	)	$	-		$	189,479
Net income							5,057									5,057
Other comprehensive loss										(1,447	)					(1,447	)
Issuance of common stock through Employee Stock Purchase Plan		6,764			280											280
Re-issuance of common stock through Dividend Reinvestment Plan		1,645			4								79			83
Forfeited restricted dividend reinvestment shares		(11	)										-			-
Issuance of common stock from vested restricted share grants through stock compensation plans		25,304			-											-
Stock-based compensation expense					459											459
Repurchase of shares to cover withholdings		(1,606	)		-								(79	)		(79	)
Cash dividends declared							(2,197	)								(2,197	)
Balance, March 31, 2024		5,735,732		$	118,438	$	131,111		$	(57,914	)	$	-		$	191,635

See notes to unaudited consolidated financial statements

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Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Statements of Cash Flows

(Unaudited)	Three months ended March 31,
(dollars in thousands)	*2024*			2023

Cash flows from operating activities:
Net income	$	5,057		$	7,040
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion		1,372			1,188
Provision for credit losses on loans		125			180
Net (benefit) provision for credit losses on unfunded loan commitments		(50	)		225
Deferred income tax expense (benefit)		219			(71	)
Stock-based compensation expense		459			445
Proceeds from sale of loans held-for-sale		10,857			11,105
Originations of loans held-for-sale		(9,588	)		(9,795	)
Earnings from bank-owned life insurance		(349	)		(321	)
Gain from bank-owned life insurance claim		-			(142	)
Net gain from sales of loans		(203	)		(164	)
Net loss from sales of investment securities		-			1
Net (gain) loss from write-down and disposal of bank premises and equipment		(4	)		2
Operating lease payments		8			22
Change in:
Accrued interest receivable		(306	)		(179	)
Other assets		(575	)		(895	)
Accrued interest payable and other liabilities		(1,688	)		(1,589	)
Net cash provided by operating activities		5,334			7,052

Cash flows from investing activities:
Available-for-sale securities:
Proceeds from sales		-			31,208
Proceeds from maturities, calls and principal pay-downs		4,992			7,142
Increase in restricted investments in bank stock		(54	)		(700	)
Net increase in loans and leases		(12,881	)		(63,082	)
Principal portion of lease payments received under direct finance leases		1,138			1,407
Purchases of bank premises and equipment		(1,303	)		(718	)
Proceeds from death benefits received on bank-owned life insurance		-			931
Proceeds from sale of bank premises and equipment		19			22
Net cash used in investing activities		(8,089	)		(23,790	)

Cash flows from financing activities:
Net increase (decrease) in deposits		57,573			(23,812	)
Net (decrease) increase in other borrowings		(92,072	)		75,991
Repayment of finance lease obligation		(49	)		(59	)
Proceeds from employee stock purchase plan participants		280			302
Repurchase of shares to cover withholdings		(79	)		(68	)
Dividends paid, net of dividends reinvested		(2,114	)		(1,669	)
Net cash (used in) provided by financing activities		(36,461	)		50,685
Net (decrease) increase in cash and cash equivalents		(39,216	)		33,947
Cash and cash equivalents, beginning		111,949			29,091

Cash and cash equivalents, ending	$	72,733		$	63,038

See notes to unaudited consolidated financial statements

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Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Statements of Cash Flows (continued)

(Unaudited)	Three months ended March 31,
(dollars in thousands)	2024			2023
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest	$	11,355		$	5,075
Income tax		-			-
Supplemental Disclosures of Non-cash Investing Activities:
Net change in unrealized losses on available-for-sale securities		(2,416	)		9,825
Cumulative-effect adjustment for adoption of ASU 2016-13		-			(1,326	)
Amortization of unrealized losses on securities transferred from available-for-sale to held-to-maturity		584			572
Transfers from/(to) loans to/(from) foreclosed assets held-for-sale		219			(82	)
Transfers to loans from loans held-for-sale, net		-			(205	)
Right-of-use asset		1,391			-
Lease liability		1,483			-

See notes to unaudited consolidated financial statements

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FIDELITY D & D BANCORP, INC.

Notes to Consolidated Financial Statements

(Unaudited)

1. Nature of operations and critical accounting policies

Nature of operations

Fidelity D & D Bancorp, Inc. (the Company) is a bank holding company and the parent of The Fidelity Deposit and Discount Bank (the Bank). The Bank is a commercial bank and trust company chartered under the laws of the Commonwealth of Pennsylvania and a wholly-owned subsidiary of the Company. Having commenced operations in 1903, the Bank is committed to provide superior customer service, while offering a full range of banking products and financial and trust services to both our consumer and commercial customers from our main office located in Dunmore and other branches located throughout Lackawanna, Northampton and Luzerne Counties and Wealth Management offices in Schuylkill and Lebanon Counties.

Principles of consolidation

The accompanying unaudited consolidated financial statements of the Company and the Bank have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to this Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by GAAP for complete financial statements. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial condition and results of operations for the periods have been included. All significant inter-company balances and transactions have been eliminated in consolidation.

For additional information and disclosures required under U.S. GAAP, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Management is responsible for the fairness, integrity and objectivity of the unaudited financial statements included in this report. Management prepared the unaudited financial statements in accordance with U.S. GAAP. In meeting its responsibility for the financial statements, management depends on the Company's accounting systems and related internal controls. These systems and controls are designed to provide reasonable but not absolute assurance that the financial records accurately reflect the transactions of the Company, the Company’s assets are safeguarded and that the financial statements present fairly the financial condition and results of operations of the Company.

In the opinion of management, the consolidated balance sheets as of March 31, 2024 and December 31, 2023 and the related consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows for the three months ended March 31, 2024 and 2023 present fairly the financial condition and results of operations of the Company. All material adjustments required for a fair presentation have been made. These adjustments are of a normal recurring nature.

In preparing these consolidated financial statements, the Company evaluated the events and transactions that occurred after March 31, 2024 through the date these consolidated financial statements were issued.

This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2023, and the notes included therein, included within the Company’s Annual Report filed on Form 10-K.

Critical accounting policies

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.

A material estimate is the calculation of fair values of the Company’s investment securities. Fair values of investment securities are determined by pricing provided by a third-party vendor, who is a provider of financial market data, analytics and related services to financial institutions. Based on experience, management is aware that estimated fair values of investment securities tend to vary among valuation services. Accordingly, when buying or selling investment securities, price quotes may be obtained from more than one source. All of the Company’s debt securities are classified as available-for-sale (AFS) or held-to-maturity (HTM). AFS debt securities are carried at fair value on the consolidated balance sheets, with unrealized gains and losses, net of income tax, reported separately within shareholders’ equity as a component of accumulated other comprehensive income (AOCI). Debt securities, for which the Company has the positive intent and ability to hold to maturity, are reported at amortized cost. On occasion, the Company may transfer securities from AFS to HTM at fair value on the date of transfer.

Another material estimate that is particularly susceptible to significant change relates to the determination of the allowance for credit losses. Management believes that the allowance for credit losses at March 31, 2024 is adequate and reasonable to cover expected losses. Given the subjective nature of identifying and estimating loan losses, it is reasonably possible that well-informed individuals could make different assumptions and could, therefore, calculate a materially different allowance amount. While management uses available information to recognize losses on loans, changes in current economic conditions and reasonable and supportable forecasts may necessitate revisions in the future. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for credit losses. Such agencies may require the Company to recognize adjustments to the allowance based on their judgment of information available to them at the time of their examination.

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Management continually evaluates the credit quality of the Company’s loan portfolio and performs a formal review of the adequacy of the allowance for credit losses (ACL) on a quarterly basis. The allowance reflects management’s best estimate of the amount of credit losses in the loan portfolio. When estimating the net amount expected to be collected, management considers the effects of past events, current conditions, and reasonable and supportable forecasts of the collectability of the Company’s financial assets. Those estimates may be susceptible to significant change. Credit losses are charged directly against the allowance when loans are deemed to be uncollectible. Recoveries from previously charged-off loans are added to the allowance when received.

The methodology to analyze the adequacy of the ACL is based on seven primary components:

●

Data: The quality of the Company’s data is critically important as a foundation on which the ACL estimate is generated. For its estimate, the Company uses both internal and external data with a preference toward internal data where possible. Data is complete, accurate, and relevant, and subjected to appropriate governance and controls.

●

Segmentation: Financial assets are segmented based on similar risk characteristics.

●

Estimated term of financial assets: The estimated term of financial assets is a significant driver of ACL estimates. Financial assets or pools of financial assets with shorter estimated maturities typically result in a lower reserve than those with longer estimated maturities. As the average life of a financial asset or pool of assets increases, there generally is a corresponding increase to the ACL estimate because the likelihood of default is considered over a longer time frame. As such, pool-based assumptions for a pool’s estimated term (i.e., average life) are based on the contractual maturity of the financial assets within the pool and adjusted in accordance with GAAP, if appropriate. Key assumptions for the estimated term of financial assets are prepayment rates for amortizing financial assets and curtailment rates for non-amortizing financial assets.

●

Credit loss measurement method: Multiple measurement methods for estimating ACLs are allowable per ASC Topic 326. The Company applies different estimation methods to different groups of financial assets. The discounted cash flow method is used for the Commercial & Industrial, Commercial Real Estate Non-Owner Occupied, Commercial Real Estate Owner Occupied, Commercial Construction, Home Equity Installment Loan, Home Equity Line of Credit, Residential Real Estate, and Residential Construction pools. The weighted average remaining maturity (WARM) method is used for the Municipal, Non-Recourse Auto, Recourse Auto, Direct Finance Lease, and Consumer Other pools.

●

Reasonable and supportable forecasts: ASC Topic 326 requires Management to consider reasonable and supportable forecasts that affect expected collectability of financial assets. As such, the Company’s forecasts incorporate anticipated changes in the economic environment that may affect credit loss estimates over a time horizon when Management can reasonably support and document expectations. Forward-looking information may reflect positive or negative expectations relative to the current environment. As of the reporting date, management is using the median Federal Open Market Committee (FOMC) National Gross Domestic Product (GDP) and Unemployment Rate forecasts as well as the Federal Housing Finance Agency (FHFA) House Price Index (HPI) for its reasonable and supportable forecasts. The Company currently uses a 12 month (4 quarter) reasonable and supportable forecast period.

	●	Reversion period: ASC Topic 326 does not require management to estimate a reasonable and supportable forecast for the entire estimated life of financial assets. Management may apply reversion techniques for the estimated life remaining after considering the reasonable and supportable forecast period, which allows Management to apply a historical loss rate to latter periods of the financial asset’s life. The Company currently uses a 12 month (4 quarter) straight-line reversion period.
	●	Qualitative factor adjustments: The Company’s ACL estimate considers all significant factors relevant to the expected collectability of its financial assets as of the reporting date; Qualitative factors reflect the impact of conditions not captured elsewhere, such as the historical loss data or within the economic forecast. The qualitative considerations can be captured directly within measurement models or as additional components in the overall ACL methodologies. Currently, the Company uses the following qualitative factors:

	o	levels of and trends in delinquencies and non-accrual loans;
	o	levels of and trends in charge-offs and recoveries;
	o	trends in volume and terms of loans;
	o	changes in risk selection and underwriting standards;
	o	changes in lending policies and legal and regulatory requirements;
	o	experience, ability and depth of lending management;
	o	national and local economic trends and conditions;
	o	changes in credit concentrations; and
	o	changes in underlying collateral.

Assets are evaluated on a collective (or pool) basis or individually, as applicable consistent with ASC Topic 326. In accordance with ASC Topic 326, the Company will evaluate individual instruments for expected credit losses when those instruments do not share similar risk characteristics with instruments evaluated using a collective (pooled) basis. In contrast to legacy accounting standards, this criterion is broader than the “impairment” concept as management may evaluate assets individually even when no specific expectation of collectability is in place. Instruments will not be included in both collective and individual analysis. Individual analysis will establish a specific reserve for instruments in scope.

For individually evaluated assets, an ACL is determined separately for each financial asset. As of the reporting date, the Company is using the collateral and cash flow methods.

ASC Topic 326 defines a collateral-dependent asset as a financial asset for which the repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower, based on Management’s assessment, is experiencing financial difficulty. The ACL for a collateral-dependent loan is measured using the fair value of collateral, regardless of whether foreclosure is probable. The fair value of collateral must be adjusted for estimated costs to sell if repayment or satisfaction of the asset depends on the sale of the collateral. If repayment is dependent only on the operation of the collateral, and not on the sale of the collateral, the fair value of the collateral would not be adjusted for estimated costs to sell. If the fair value of the collateral, adjusted for costs to sell if applicable, is less than the amortized cost basis of the collateral-dependent asset, the difference is recorded as an ACL.

The Company’s policy is to charge-off unsecured consumer loans when they become 90 days or more past due as to principal and interest. In the other portfolio segments, amounts are charged-off at the point in time when the Company deems the balance, or a portion thereof, to be uncollectible.

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If the individually evaluated asset is determined to not be collateral dependent, the ACL is measured based on the expected cash flows. This measurement is based on the amount and timing of cash flows; the effective interest rate (EIR) is used to discount the cash flows; and the basis for the determination of cash flows, including consideration of past events, current conditions, and reasonable and supportable forecasts about the future. These cash flows are discounted back by the EIR and compared to the amortized cost basis of the asset. If the present value of cash flows is less than the amortized cost, an ACL is recorded. When the present value of cash flows is equal to or greater than the amortized cost, no ACL is recorded.

An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies.

2. New accounting pronouncements

In March 2023, the FASB issued ASU 2023-02, Investments - Equity Method and Joint Ventures (Topic 323). The amendments in this update permit reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. The amendments are effective for the Company this reporting period with no impacts on the consolidated financial statements.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements. The amendments in this update are the result of the FASB's decision to incorporate into the Codification certain disclosures referred by the SEC that overlap with, but require incremental information to, generally accepted accounting principles (GAAP). The amendments in this update represent changes to clarify or improve disclosure and presentation requirements of a variety of topics in the Codification. For entities subject to the SEC's existing requirements, the effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The amendments in this update should be applied prospectively. The adoption is not expected to have a material impact on the consolidated financial statements but could change certain disclosures in SEC filings.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 840): Improvements to Income Tax Disclosures. The amendments in this update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. The amendments in this update also require that all entities disclose on an annual basis the amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than 5 percent of total income taxes paid. The amendments will require the disclosure of pre-tax income disaggregated between domestic and foreign, as well as income tax expense disaggregated by federal, state, and foreign. The amendment also eliminates certain disclosures related to unrecognized tax benefits and certain temporary differences. This ASU is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted in any annual period where financial statements have not yet been issued. The amendments should be applied on a prospective basis but retrospective application is permitted. The Company does not expect adoption of the standard to have a material impact on its consolidated financial statements.

3. Accumulated other comprehensive income

The following tables illustrate the changes in accumulated other comprehensive income by component and the details about the components of accumulated other comprehensive income as of and for the periods indicated:

As of and for the three months ended March 31, 2024

Unrealized gains

(losses) on

Securities

available-for-sale

transferred to

(dollars in thousands)

debt securities

held-to-maturity

Total

Beginning balance

(40,760

)

(15,707

)

(56,467

)

Other comprehensive loss before reclassifications, net of tax

(1,908

)

(1,908

)

Amounts reclassified from accumulated other comprehensive income, net of tax

461

Net current-period other comprehensive loss

(1,908

)

461

(1,447

)

Ending balance

(42,668

)

(15,246

)

(57,914

)

As of and for the three months ended March 31, 2023
	Unrealized gains
	(losses) on			Securities
	available-for-sale			transferred to
(dollars in thousands)	debt securities			held-to-maturity			Total
Beginning balance	$	(53,624	)	$	(17,528	)	$	(71,152	)

Other comprehensive income before reclassifications, net of tax		7,761			-			7,761
Amounts reclassified from accumulated other comprehensive income, net of tax		1			452			453
Net current-period other comprehensive income		7,762			452			8,214
Ending balance	$	(45,862	)	$	(17,076	)	$	(62,938	)

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Details about accumulated other	Amount reclassified from accumulated						Affected line item in the statement
comprehensive income components	other comprehensive income						where net income is presented
	For the three months ended March 31,
(dollars in thousands)	*2024*			2023

Unrealized (losses) gains on AFS debt securities	$	-		$	(1	)	Gain (loss) on sale of investment securities
Amortization of unrealized loss on held-to-maturity securities		(584	)		(572	)	Interest income on investment securities
Total reclassifications for the period		(584	)		(573	)	Income before income taxes
Income tax effect		123			120		Provision for income taxes
Total reclassifications for the period	$	(461	)	$	(453	)	Net income

4. Investment securities

Agency – Government-sponsored enterprise (GSE) and Mortgage-backed securities (MBS) - GSE residential

Agency – GSE and MBS – GSE residential securities consist of short- to long-term notes issued by Federal Home Loan Mortgage Corporation (FHLMC), FNMA, FHLB and Government National Mortgage Association (GNMA). These securities have interest rates that are fixed, have varying short to long-term maturity dates and have contractual cash flows guaranteed by the U.S. government or agencies of the U.S. government.

Obligations of states and political subdivisions (municipal)

The municipal securities are general obligation and revenue bonds rated as investment grade by various credit rating agencies and have fixed rates of interest with mid- to long-term maturities. Fair values of these securities are highly driven by interest rates. Management performs ongoing credit quality reviews on these issues.

The Company did not record any allowance for credit losses on its available-for-sale or held-to-maturity securities. The Company excludes accrued interest receivable from the amortized cost basis of investment securities disclosed throughout this footnote. As of March 31, 2024 and December 31, 2023, accrued interest receivable for investment securities totaled $3.0 million and $3.4 million, respectively, and is included in accrued interest receivable line in the consolidated balance sheets. The amortized cost and fair value of investment securities at March 31, 2024 and December 31, 2023 are summarized as follows:

Gross

Amortized

unrealized

Fair

(dollars in thousands)

cost

gains

losses

value

March 31, 2024

Held-to-maturity securities:

Agency - GSE

81,656

(8,682

)

72,974

Obligations of states and political subdivisions

142,956

(21,957

)

120,999

Total held-to-maturity securities

224,612

(30,639

)

193,973

Available-for-sale debt securities:

Agency - GSE

31,201

(3,770

)

27,431

Obligations of states and political subdivisions

137,025

(15,953

)

121,072

MBS - GSE residential

220,189

(34,288

)

185,901

Total available-for-sale debt securities

388,415

(54,011

)

334,404

			*Gross*		*Gross*
	*Amortized*		*unrealized*		*unrealized*			*Fair*
(dollars in thousands)	*cost*		*gains*		*losses*			*value*
December 31, 2023
Held-to-maturity securities:
Agency - GSE	$	81,382	$	-	$	(7,561	)	$	73,821
Obligations of states and political subdivisions		142,851		-		(19,496	)		123,355

Total held-to-maturity securities	$	224,233	$	-	$	(27,057	)	$	197,176

Available-for-sale debt securities:
Agency - GSE	$	31,178	$	-	$	(3,633	)	$	27,545
Obligations of states and political subdivisions		138,217		1		(15,421	)		122,797
MBS - GSE residential		226,240		-		(32,542	)		193,698

Total available-for-sale debt securities	$	395,635	$	1	$	(51,596	)	$	344,040

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Some of the Company’s debt securities are pledged to secure trust funds, public deposits, short-term borrowings, FHLB advances, Federal Reserve Bank of Philadelphia Discount Window borrowings and certain other deposits as required by law.

The amortized cost and fair value of debt securities at March 31, 2024 by contractual maturity are summarized below:

	Amortized		Fair
(dollars in thousands)	cost		value
Held-to-maturity securities:
Due in one year or less	$	-	$	-
Due after one year through five years		29,242		27,031
Due after five years through ten years		72,477		63,523
Due after ten years		122,893		103,419
Total held-to-maturity securities	$	224,612	$	193,973

Available-for-sale securities:
Debt securities:
Due in one year or less	$	2,748	$	2,666
Due after one year through five years		30,408		27,307
Due after five years through ten years		24,939		21,109
Due after ten years		109,807		97,421

MBS - GSE residential		220,189		185,901
Total available-for-sale debt securities	$	388,091	$	334,404

There was a $0.3 million increase to the carrying value of municipal AFS securities resulting from the interest rate swap that was not included in the maturity table above.

Actual maturities will differ from contractual maturities because issuers and borrowers may have the right to call or repay obligations with or without call or prepayment penalty. Agency – GSE and municipal securities are included based on their original stated maturity. MBS – GSE residential, which are based on weighted-average lives and subject to monthly principal pay-downs, are listed in total. Most of the securities have fixed rates or have predetermined scheduled rate changes and many have call features that allow the issuer to call the security at par before its stated maturity without penalty.

Securities pledged at March 31, 2024 had a carrying amount of $404.8 million and were pledged to secure public deposits, trust client deposits, borrowings and derivative instruments.

The following table presents the fair value and gross unrealized losses of debt securities aggregated by investment type, the length of time and the number of securities that have been in a continuous unrealized loss position as of March 31, 2024 and December 31, 2023:

	Less than 12 months					More than 12 months					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(dollars in thousands)	value		losses			value		losses			value		losses

March 31, 2024
Agency - GSE	$	-	$	-		$	100,405	$	(12,452	)	$	100,405	$	(12,452	)
Obligations of states and political subdivisions		1,611		(35	)		240,460		(37,551	)		242,071		(37,586	)
MBS - GSE residential		-		-			185,901		(33,964	)		185,901		(33,964	)
Total	$	1,611	$	(35	)	$	526,766	$	(83,967	)	$	528,377	$	(84,002	)
Number of securities		3					415					418

December 31, 2023
Agency - GSE	$	-	$	-		$	101,366	$	(11,194	)	$	101,366	$	(11,194	)
Obligations of states and political subdivisions		781		(22	)		244,224		(33,814	)		245,005		(33,836	)
MBS - GSE residential		-		-			193,698		(31,462	)		193,698		(31,462	)
Total	$	781	$	(22	)	$	539,288	$	(76,470	)	$	540,069	$	(76,492	)
Number of securities		2					414					416

There were $0.6 million and $2.2 million increases to the carrying value of AFS securities resulting from the interest rate swap that increased the unrealized loss position at March 31, 2024 and December 31, 2023 that were not included in the table above.

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The Company had 418 debt securities in an unrealized loss position at March 31, 2024, including 46 agency-GSE securities, 135 MBS – GSE residential securities and 237 municipal securities. The severity of these unrealized losses based on their underlying cost basis was as follows at March 31, 2024: 11.03% for agency - GSE, 15.45% for total MBS-GSE residential; and 13.44% for municipals. Management has no intent to sell any securities in an unrealized loss position as of March 31, 2024.

The Company reassessed classification of certain investments and effective April 1, 2022, the Company transferred agency and municipal investment securities with a book value of $245.5 million from available-for-sale to held-to-maturity. The securities were transferred at their fair value. The market value of the securities on the date of the transfer was $221.7 million, after netting unrealized losses totaling $18.9 million. The $18.9 million, net of deferred taxes, is being accreted into interest income from other comprehensive income over the life of the bonds. The allowance for credit losses on these securities was evaluated under the accounting policy for HTM debt securities.

Unrealized losses on available-for-sale securities have not been recognized into income because management believes the cause of the unrealized losses is related to changes in interest rates and is not directly related to credit quality. Quarterly, management conducts a formal review of investment securities to assess whether the fair value of a debt security is less than its amortized cost as of the balance sheet date. An allowance for credit losses has not been recognized on these securities in an unrealized loss position because: (1) the entity does not intend to sell the security; (2) more likely than not the entity will not be required to sell the security before recovery of its amortized cost basis; or (3) the present value of expected cash flows is sufficient to recover the entire amortized cost. The issuer(s) continues to make timely principal and interest payments on the bonds. The fair value is expected to recover as the bond(s) approach maturity.

The Company has U.S. agency bonds and municipal securities classified as held-to-maturity. Management estimated no credit loss reserve will be necessary for agency bonds HTM given the strong credit history of GSE and other U.S. agency issued bonds and the involvement of the U.S. government. For municipal securities HTM, the Company utilized a third-party model to analyze whether a credit loss reserve is needed for these bonds. The amount of credit loss reserve calculated using this model was immaterial to the Company's financial statements, therefore no reserve was recorded, but the Company will continue to evaluate these securities on a quarterly basis.

5. Loans and leases

The classifications of loans and leases at March 31, 2024 and December 31, 2023 are summarized as follows:

(dollars in thousands)	*March 31, 2024*			December 31, 2023
Commercial and industrial:
Commercial	$	152,953		$	152,640
Municipal		113,058			94,724
Commercial real estate:
Non-owner occupied		305,962			311,565
Owner occupied		299,394			304,399
Construction		48,473			39,823
Consumer:
Home equity installment		55,626			56,640
Home equity line of credit		52,564			52,348
Auto loans - Recourse		10,980			10,756
Auto loans - Non-recourse		102,622			112,595
Direct finance leases		32,544			33,601
Other		16,045			16,500
Residential:
Real estate		475,712			465,010
Construction		33,174			36,536
Total		1,699,107			1,687,137
Less:
Allowance for credit losses on loans		(18,886	)		(18,806	)
Unearned lease revenue		(2,079	)		(2,039	)
Loans and leases, net	$	1,678,142		$	1,666,292

Total unamortized net costs and premiums included in loan totals were as follows:

(dollars in thousands)	*March 31, 2024*			December 31, 2023
Net unamortized fair value mark discount on acquired loans	$	(6,015	)	$	(6,468	)
Net unamortized deferred loan origination costs		4,966			4,930
Total	$	(1,049	)	$	(1,538	)

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The Company excludes accrued interest receivable from the amortized cost basis of loans disclosed throughout this footnote. As of March 31, 2024 and December 31, 2023, accrued interest receivable for loans totaled $6.4 million and $5.7 million, respectively, and is included in the accrued interest receivable line in the consolidated balance sheets and is excluded from the estimate of credit losses.

Direct finance leases include the lease receivable and the guaranteed lease residual. Unearned lease revenue represents the difference between the lessor’s investment in the property and the gross investment in the lease. Unearned revenue is accrued over the life of the lease using the effective interest method.

The Company services real estate loans for investors in the secondary mortgage market which are not included in the accompanying consolidated balance sheets. The approximate unpaid principal balance of mortgages serviced for others amounted to $479.3 million as of March 31, 2024 and $477.7 million as of December 31, 2023. Mortgage servicing rights amounted to $1.4 million and $1.5 million as of March 31, 2024 and December 31, 2023, respectively, and is included in other assets in the consolidated balance sheets.

Non-accrual loans

Non-accrual loans and loans past due over 89 days still accruing, segregated by class, at March 31, 2024 and December 31, 2023, were as follows:

(dollars in thousands)	Non-accrual With No Allowance for Credit Loss		Non-accrual With an Allowance for Credit Loss		Total Non-accrual		Loans Past Due Over 89 Days Still Accruing
At March 31, 2024
Commercial and industrial:
Commercial	$	-	$	55	$	55	$	-
Municipal		-		-		-		-
Commercial real estate:
Non-owner occupied		525		-		525		-
Owner occupied		1,578		457		2,035		-
Consumer:
Home equity installment		79		-		79		-
Home equity line of credit		299		67		366		-
Auto loans - Recourse		-		-		-		-
Auto loans - Non-recourse		27		8		35		-
Direct finance leases		-		-		-		12
Other		-		24		24		-
Residential:
Real estate		438		-		438		-
Total	$	2,946	$	611	$	3,557	$	12

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(dollars in thousands)	Non-accrual With No Allowance for Credit Loss		Non-accrual With an Allowance for Credit Loss		Total Non-accrual		Loans Past Due Over 89 Days Still Accruing
At December 31, 2023
Commercial and industrial:
Commercial	$	39	$	16	$	55	$	-
Municipal		-		-		-		-
Commercial real estate:
Non-owner occupied		252		-		252		-
Owner occupied		2,040		210		2,250		-
Construction		-				-
Consumer:
Home equity installment		70		-		70		-
Home equity line of credit		297		67		364		-
Auto loans - Recourse		-		-		-		-
Auto loans - Non-recourse		32		7		39		-
Direct finance leases		-		-		-		14
Other		-		-		-		-
Residential:
Real estate		278		-		278		-
Total	$	3,008	$	300	$	3,308	$	14

The decision to place loans on non-accrual status is made on an individual basis after considering factors pertaining to each specific loan. C&I and CRE loans are placed on non-accrual status when management has determined that payment of all contractual principal and interest is in doubt or the loan is past due 90 days or more as to principal and interest, unless well-secured and in the process of collection. Consumer loans secured by real estate and residential mortgage loans are placed on non-accrual status at 90 days past due as to principal and interest and unsecured consumer loans are charged-off when the loan is 90 days or more past due as to principal and interest. The Company considers all non-accrual loans to be impaired loans.

Loan modifications to borrowers experiencing financial difficulty

Occasionally, the Company modifies loans to borrowers in financial distress by providing interest rates below the market rate, temporary interest-only payment periods, term extensions at interest rates lower than the current market rate for new debt with similar risk and/or converting revolving credit lines to term loans. The Company typically does not forgive principal when modifying loans.

In some cases, the Company provides multiple types of concessions on one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as lowering the interest rate, may be granted. For the loans included in the "combination" columns below, multiple types of modifications have been made on the same loan within the current reporting period.

The following tables present the amortized cost basis of loans at March 31, 2024 and March 31, 2023 that were both experiencing financial difficulty and modified during the three months ended March 31, 2024 and 2023, by class and type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers experiencing financial difficulty as compared to the amortized cost basis of each class of financing receivable is also presented below:

Loans modified during the three months ended:

(dollars in thousands)

March 31, 2024

Principal Forgiveness

Payment Delay

Term Extension

Interest Rate Reduction

Combination Term Extension and Principal Forgiveness

Combination Term Extension Interest Rate Reduction

Total Class of Financing Receivable

Commercial real estate:

Non-owner occupied

849

0.28

Owner occupied

6,533

2.18

Total

7,382

	Loans modified during the three months ended:
(dollars in thousands)	*March 31, 2023*
	Principal Forgiveness		Payment Delay		Term Extension		Interest Rate Reduction		Combination Term Extension and Principal Forgiveness		Combination Term Extension Interest Rate Reduction		Total Class of Financing Receivable
Commercial real estate:
Non-owner occupied	$	-	$	-	$	65	$	3,261	$	-	$	-		1.07	%
Total	$	-	$	-	$	65	$	3,261	$	-	$	-

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The Company has not committed to lend additional amounts to the borrowers included in the previous tables.

Loans modified to borrowers experiencing financial difficulty are closely monitored to understand the effectiveness of its modification efforts. The following table depicts the performance of loans that have been modified in the previous 12 months:


(dollars in thousands)	*March 31, 2024*
	Current		30 - 59 Days Past Due		60 - 89 Days Past Due		Greater Than 89 Days Past Due		Total Past Due

Commercial and industrial:
Commercial	$	15	$	-	$	-	$	-	$	-
Commercial real estate:
Non-owner occupied		849		-		-		-		-
Owner occupied		8,191		-		-		-		-
Total	$	9,055	$	-	$	-	$	-	$	-

(dollars in thousands)	*March 31, 2023*
	Current		30 - 59 Days Past Due		60 - 89 Days Past Due		Greater Than 89 Days Past Due		Total Past Due

Commercial real estate:
Non-owner occupied	$	3,326	$	-	$	-	$	-	$	-
Total	$	3,326	$	-	$	-	$	-	$	-

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the three months ended March 31, 2024 and 2023:

(dollars in thousands)	*March 31, 2024*
	Principal Forgiveness		Weighted-Average Interest Rate Reduction			Weighted-Average Term Extension (Months)

Commercial real estate:
Non-owner occupied	$	-		-	%		3.0
Owner occupied		-		-			5.0

(dollars in thousands)	March 31, 2023
	Principal Forgiveness		Weighted-Average Interest Rate Reduction			Weighted-Average Term Extension (Months)

Commercial real estate:
Non-owner occupied	$	-		6.13	%		6.0

There were no financing receivables that had a payment default during the three months ended March 31, 2024 and 2023 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty.

Upon the Company's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount. The allowance for credit losses (ACL) may be increased, adjustments may be made in the allocation of the ACL or partial charge-offs may be taken to further write-down the carrying value of the loan.

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Past due loans

Loans are considered past due when the contractual principal and/or interest is not received by the due date. For loans reported 30-59 days past due, certain categories of loans are reported past due as and when the loan is in arrears for two payments or billing cycles. An aging analysis of past due loans, segregated by class of loans, as of the period indicated is as follows (dollars in thousands):

Recorded

Past due

investment past

30 - 59 Days

60 - 89 Days

90 days

Total

due ≥ 90 days

March 31, 2024

past due

or more ⁽¹⁾

past due

Current

loans ⁽³⁾

and accruing

Commercial and industrial:

Commercial

145

200

152,753

152,953

Municipal

113,058

Commercial real estate:

Non-owner occupied

285

525

810

305,152

305,962

Owner occupied

2,035

2,177

297,217

299,394

Construction

48,473

Consumer:

Home equity installment

164

243

55,383

55,626

Home equity line of credit

366

455

52,109

52,564

Auto loans - Recourse

10,934

10,980

Auto loans - Non-recourse

519

567

102,055

102,622

Direct finance leases

211

223

30,242

30,465

(2)

Other

118

151

15,894

16,045

Residential:

Real estate

430

438

868

474,844

475,712

Construction

33,174

Total

1,364

807

3,569

5,740

1,691,288

1,697,028

⁽¹⁾ Includes non-accrual loans. ⁽²⁾ Net of unearned lease revenue of $2.1 million. ⁽³⁾ Includes net deferred loan costs of $5.0 million.

														Recorded
					Past due									investment past
	30 - 59 Days		60 - 89 Days		90 days		Total				Total			due ≥ 90 days
December 31, 2023	past due		past due		or more (1)		past due		Current		loans (3)			and accruing

Commercial and industrial
Commercial	$	77	$	16	$	55	$	148	$	152,492	$	152,640		$	-
Municipal		-		-		-		-		94,724		94,724
Commercial real estate:
Non-owner occupied		85		65		252		402		311,163		311,565			-
Owner occupied		1,875		104		2,250		4,229		300,170		304,399			-
Construction		-		-		-		-		39,823		39,823			-
Consumer:
Home equity installment		105		150		70		325		56,315		56,640			-
Home equity line of credit		60		92		364		516		51,832		52,348			-
Auto loans - Recourse		86		1		-		87		10,669		10,756			-
Auto loans - Non-recourse		417		48		39		504		112,091		112,595			-
Direct finance leases		548		-		14		562		31,000		31,562	(2)		14
Other		30		4		-		34		16,466		16,500			-
Residential:
Real estate		42		682		278		1,002		464,008		465,010			-
Construction		-		-		-		-		36,536		36,536			-
Total	$	3,325	$	1,162	$	3,322	$	7,809	$	1,677,289	$	1,685,098		$	14

⁽¹⁾ Includes non-accrual loans. ⁽²⁾ Net of unearned lease revenue of $2.0 million. ⁽³⁾ Includes net deferred loan costs of $4.9 million.

Credit Quality Indicators

Management is responsible for conducting the Company’s credit risk evaluation process, which includes credit risk grading of individual commercial and industrial and commercial real estate loans. Commercial and industrial and commercial real estate loans are assigned credit risk grades based on the Company’s assessment of conditions that affect the borrower’s ability to meet its contractual obligations under the loan agreement. That process includes reviewing borrowers’ current financial information, historical payment experience, credit documentation, public information, and other information specific to each individual borrower. Upon review, the commercial loan credit risk grade is revised or reaffirmed. The credit risk grades may be changed at any time management feels an upgrade or downgrade may be warranted. The Company utilizes an external independent loan review firm that reviews and validates the credit risk program on at least an annual basis. Results of these reviews are presented to management and the Board of Directors. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company’s policies and procedures.

Commercial and industrial and commercial real estate

The Company utilizes a loan grading system and assigns a credit risk grade to its loans in the C&I and CRE portfolios. The grading system provides a means to measure portfolio quality and aids in the monitoring of the credit quality of the overall loan portfolio. The credit risk grades are arrived at using a risk rating matrix to assign a grade to each of the loans in the C&I and CRE portfolios.

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These loans are assigned credit risk grades based on the Company’s assessment of conditions that affect the borrower’s ability to meet its contractual obligations under the loan agreement. That process includes reviewing borrowers’ current financial information, historical payment experience, credit documentation, public information and other information specific to each individual borrower. Upon review, the commercial loan credit risk grade is revised or reaffirmed. The credit risk grades may be changed at any time management feels an upgrade or downgrade may be warranted.

The following is a description of each risk rating category the Company uses to classify each of its C&I and CRE loans:

Pass

Loans in this category have an acceptable level of risk and are graded in a range of one to five. Secured loans generally have good collateral coverage. Current financial statements reflect acceptable balance sheet ratios, sales and earnings trends. Management is competent, and a reasonable succession plan is evident. Payment experience on the loans has been good with minor or no delinquency experience. Loans with a grade of one are of the highest quality in the range. Those graded five are of marginally acceptable quality.

Special Mention

Loans in this category are graded a six and may be protected but are potentially weak. They constitute a credit risk to the Company but have not yet reached the point of adverse classification. Some of the following conditions may exist: little or no collateral coverage; lack of current financial information; delinquency problems; highly leveraged; available financial information reflects poor balance sheet ratios and profit and loss statements reflect uncertain trends; and document exceptions. Cash flow may not be sufficient to support total debt service requirements.

Substandard

Loans in this category are graded a seven and have a well-defined weakness which may jeopardize the ultimate collectability of the debt. The collateral pledged may be lacking in quality or quantity. Financial statements may indicate insufficient cash flow to service the debt; and/or do not reflect a sound net worth. The payment history indicates chronic delinquency problems. Management is weak. There is a distinct possibility that the Company may sustain a loss. All loans on non-accrual are rated substandard. Other loans that are included in the substandard category can be accruing, as well as loans that are current or past due. Loans 90 days or more past due, unless otherwise fully supported, are classified substandard. Also, borrowers that are bankrupt or have loans categorized as modifications experiencing financial difficulty can be graded substandard.

Doubtful

Loans in this category are graded an eight and have a better than 50% possibility of the Company sustaining a loss, but the loss cannot be determined because of specific reasonable factors which may strengthen credit in the near-term. Many of the weaknesses present in a substandard loan exist. Liquidation of collateral, if any, is likely. Any loan graded lower than an eight is considered to be uncollectible and charged-off.

Consumer and residential

The consumer and residential loan segments are regarded as homogeneous loan pools and as such are not risk rated. For these portfolios, the Company utilizes payment activity and history in assessing performance. Non-performing loans are comprised of non-accrual loans and loans past due 90 days or more and accruing. All loans not classified as non-performing are considered performing.

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The following table presents loans including $5.0 million and $4.9 million of deferred costs, segregated by class and vintage, categorized into the appropriate credit quality indicator category as of March 31, 2024 and December 31, 2023, respectively:

Commercial credit exposure

Credit risk profile by creditworthiness category

As of March 31, 2024

(dollars in thousands)

March 31, 2024	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
Commercial and industrial
Risk Rating
Pass	$	5,443	$	29,235		18,316		15,459		4,978		18,956		52,436	$	-	$	144,823
Special Mention		-		-		139		193		-		-		-		-		332
Substandard		-		-		259		6,338		17		353		831		-		7,798
Doubtful		-		-		-		-		-		-		-		-		-
Total commercial and industrial	$	5,443	$	29,235	$	18,714	$	21,990	$	4,995	$	19,309	$	53,267	$	-	$	152,953
Current period gross write-offs	$	-	$	-	$	-	$	30	$	-	$	84	$	-	$	-	$	114

Commercial and industrial - municipal
Risk Rating
Pass	$	16,861	$	26,778	$	15,758	$	21,783	$	12,996	$	18,882	$	-	$	-	$	113,058
Special Mention		-		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		-		-		-		-
Doubtful		-		-		-		-		-		-		-		-		-
Total commercial and industrial - municipal	$	16,861	$	26,778	$	15,758	$	21,783	$	12,996	$	18,882	$	-	$	-	$	113,058
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Commercial real estate - non-owner occupied
Risk Rating
Pass	$	3,814	$	33,675		38,013		70,006		41,912		102,540	$	7,269	$	-	$	297,229
Special Mention		-		-		-		-		-		-		-		-		-
Substandard		-		-		-		688		125		7,920		-		-		8,733
Doubtful		-		-		-		-		-		-		-		-		-
Total commercial real estate - non-owner occupied	$	3,814	$	33,675	$	38,013	$	70,694	$	42,037	$	110,460	$	7,269	$	-	$	305,962
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Commercial real estate - owner occupied
Risk Rating
Pass	$	1,922		29,866		58,559		45,279		28,676		104,280		10,805	$	-	$	279,387
Special Mention		-		-		-		486		-		-		-		-		486
Substandard				-		6,740		512		527		11,156		586		-		19,521
Doubtful		-		-		-		-		-		-		-		-		-
Total commercial real estate - owner occupied	$	1,922	$	29,866	$	65,299	$	46,277	$	29,203	$	115,436	$	11,391	$	-	$	299,394
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	5	$	-	$	-	$	5

Commercial real estate - construction
Risk Rating
Pass	$	4,846	$	21,758	$	17,216	$	-	$	-	$	3,689	$	964	$	-	$	48,473
Special Mention		-		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		-		-		-		-
Doubtful		-		-		-		-		-		-		-		-		-
Total commercial real estate - construction	$	4,846	$	21,758	$	17,216	$	-	$	-	$	3,689	$	964	$	-	$	48,473
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

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Consumer & Mortgage lending credit exposure

Credit risk profile based on payment activity

As of March 31, 2024

(dollars in thousands)

March 31, 2024	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
Home equity installment
Payment performance
Performing	$	1,416	$	8,372	$	17,214	$	9,081	$	7,501	$	11,963	$	-	$	-	$	55,547
Non-performing		-		-		-		-		-		79		-		-		79
Total home equity installment	$	1,416	$	8,372	$	17,214	$	9,081	$	7,501	$	12,042	$	-	$	-	$	55,626
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Home equity line of credit
Payment performance
Performing	$	-	$	-	$	-	$	-	$	-	$	-	$	41,497	$	10,701	$	52,198
Non-performing		-		-		-		-		-		-		366		-		366
Total home equity line of credit	$	-	$	-	$	-	$	-	$	-	$	-	$	41,863	$	10,701	$	52,564
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Auto loans - recourse
Payment performance
Performing	$	1,236	$	3,029	$	1,779	$	2,540	$	1,678	$	718	$	-	$	-	$	10,980
Non-performing		-		-		-		-		-		-		-		-		-
Total auto loans - recourse	$	1,236	$	3,029	$	1,779	$	2,540	$	1,678	$	718	$	-	$	-	$	10,980
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Auto loans - non-recourse
Payment performance
Performing	$	1,375	$	36,683	$	38,441	$	15,457	$	6,823	$	3,808	$	-	$	-	$	102,587
Non-performing		-		-		12		4		-		19		-		-		35
Total auto loans - non-recourse	$	1,375	$	36,683	$	38,453	$	15,461	$	6,823	$	3,827	$	-	$	-	$	102,622
Current period gross write-offs	$	-	$	15	$	29	$	6	$	3	$	-	$	-	$	-	$	53

Direct finance leases ⁽¹⁾
Payment performance
Performing	$	2,852	$	10,252	$	9,776	$	6,568	$	935	$	70	$	-	$	-	$	30,453
Non-performing		-		-		-		12		-		-		-		-		12
Total direct finance leases	$	2,852	$	10,252	$	9,776	$	6,580	$	935	$	70	$	-	$	-	$	30,465
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Consumer - other
Payment performance
Performing	$	1,422	$	7,244	$	2,767	$	1,770	$	592	$	898	$	1,328	$	-	$	16,021
Non-performing		-		-		24		-		-		-		-		-		24
Total consumer - other	$	1,422	$	7,244	$	2,791	$	1,770	$	592	$	898	$	1,328	$	-	$	16,045
Current period gross write-offs	$	1	$	15	$	10	$	10	$	2	$	16	$	-	$	-	$	54

Residential real estate
Payment performance
Performing	$	9,706	$	52,897	$	84,935	$	139,372	$	51,022	$	137,342	$	-	$	-	$	475,274
Non-performing		-		-		-		-		-		438		-		-		438
Total residential real estate	$	9,706	$	52,897	$	84,935	$	139,372	$	51,022	$	137,780	$	-	$	-	$	475,712
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Residential - construction
Payment performance
Performing	$	2,212	$	12,642	$	8,601	$	6,420	$	2,665	$	634	$	-	$	-	$	33,174
Non-performing		-		-		-		-		-		-		-		-		-
Total residential - construction	$	2,212	$	12,642	$	8,601	$	6,420	$	2,665	$	634	$	-	$	-	$	33,174
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

⁽¹⁾Net of unearned lease revenue of $2.1 million.

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Commercial credit exposure

Credit risk profile by creditworthiness category

As of December 31, 2023

(dollars in thousands)

December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
Commercial and industrial
Risk Rating
Pass	$	30,328	$	19,115		22,820		4,848		6,922		12,156		53,758	$	-	$	149,947
Special Mention		-		597		288		-		-		55		30		-		970
Substandard		-		-		16		20		53		324		1,310		-		1,723
Doubtful		-		-		-		-		-		-		-		-		-
Total commercial and industrial	$	30,328	$	19,712	$	23,124	$	4,868	$	6,975	$	12,535	$	55,098	$	-	$	152,640
Current period gross write-offs	$	-	$	-	$	300	$	20	$	-	$	-	$	-	$	-	$	320

Commercial and industrial - municipal
Risk Rating
Pass	$	27,016	$	13,933	$	21,241	$	13,137	$	1,445	$	17,952	$	-	$	-	$	94,724
Special Mention		-		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		-		-		-		-
Doubtful		-		-		-		-		-		-		-		-		-
Total commercial and industrial - municipal	$	27,016	$	13,933	$	21,241	$	13,137	$	1,445	$	17,952	$	-	$	-	$	94,724
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Commercial real estate - non-owner occupied
Risk Rating
Pass	$	34,103	$	37,508		71,209		42,692		17,390		89,860	$	6,779	$	-	$	299,541
Special Mention		-		-		1,044		304		-		1,375		-		-		2,723
Substandard		-		65		1,063		129		566		7,478		-		-		9,301
Doubtful		-		-		-		-		-		-		-		-		-
Total commercial real estate - non-owner occupied	$	34,103	$	37,573	$	73,316	$	43,125	$	17,956	$	98,713	$	6,779	$	-	$	311,565
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	32	$	-	$	-	$	32

Commercial real estate - owner occupied
Risk Rating
Pass	$	29,429		59,132		47,240		29,377		24,636		84,423		9,731	$	-	$	283,968
Special Mention		-		199		554		-		-		-		125		-		878
Substandard				7,029		379		560		-		10,991		594		-		19,553
Doubtful		-		-		-		-		-		-		-		-		-
Total commercial real estate - owner occupied	$	29,429	$	66,360	$	48,173	$	29,937	$	24,636	$	95,414	$	10,450	$	-	$	304,399
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	59	$	-	$	-	$	59

Commercial real estate - construction
Risk Rating
Pass	$	15,075	$	17,358	$	852	$	-	$	-	$	3,739	$	2,799	$	-	$	39,823
Special Mention		-		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		-		-		-		-
Doubtful		-		-		-		-		-		-		-		-		-
Total commercial real estate - construction	$	15,075	$	17,358	$	852	$	-	$	-	$	3,739	$	2,799	$	-	$	39,823
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

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Consumer & Mortgage lending credit exposure

Credit risk profile based on payment activity

As of December 31, 2023

(dollars in thousands)

December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
Home equity installment
Payment performance
Performing	$	8,581	$	17,890	$	9,487	$	7,988	$	3,832	$	8,792	$	-	$	-	$	56,570
Non-performing		-		-		-		-		-		70		-		-		70
Total home equity installment	$	8,581	$	17,890	$	9,487	$	7,988	$	3,832	$	8,862	$	-	$	-	$	56,640
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	26	$	-	$	-	$	26

Home equity line of credit
Payment performance
Performing	$	-	$	-	$	-	$	-	$	-	$	-	$	40,939	$	11,045	$	51,984
Non-performing		-		-		-		-		-		-		364		-		364
Total home equity line of credit	$	-	$	-	$	-	$	-	$	-	$	-	$	41,303	$	11,045	$	52,348
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Auto loans - recourse
Payment performance
Performing	$	3,120	$	1,957	$	2,834	$	1,926	$	765	$	154	$	-	$	-	$	10,756
Non-performing		-		-		-		-		-		-		-		-		-
Total auto loans - recourse	$	3,120	$	1,957	$	2,834	$	1,926	$	765	$	154	$	-	$	-	$	10,756
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Auto loans - non-recourse
Payment performance
Performing	$	39,673	$	42,059	$	17,314	$	8,162	$	3,999	$	1,349	$	-	$	-	$	112,556
Non-performing		-		-		3		17		-		19		-		-		39
Total auto loans - non-recourse	$	39,673	$	42,059	$	17,317	$	8,179	$	3,999	$	1,368	$	-	$	-	$	112,595
Current period gross write-offs	$	3	$	7	$	105	$	36	$	15	$	-	$	-	$	-	$	166

Direct finance leases⁽¹⁾
Payment performance
Performing	$	11,569	$	10,728	$	7,508	$	1,660	$	83	$	-	$	-	$	-	$	31,548
Non-performing		-		-		14		-		-		-		-		-		14
Total direct finance leases	$	11,569	$	10,728	$	7,522	$	1,660	$	83	$	-	$	-	$	-	$	31,562
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Consumer - other
Payment performance
Performing	$	8,127	$	3,266	$	1,963	$	705	$	368	$	762	$	1,309	$	-	$	16,500
Non-performing		-		-		-		-		-		-		-		-		-
Total consumer - other	$	8,127	$	3,266	$	1,963	$	705	$	368	$	762	$	1,309	$	-	$	16,500
Current period gross write-offs	$	125	$	77	$	16	$	7	$	17	$	29	$	-	$	-	$	271

Residential real estate
Payment performance
Performing	$	53,604	$	80,516	$	137,620	$	51,710	$	29,859	$	111,423	$	-	$	-	$	464,732
Non-performing		-		-		-		-		-		278		-		-		278
Total residential real estate	$	53,604	$	80,516	$	137,620	$	51,710	$	29,859	$	111,701	$	-	$	-	$	465,010
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Residential - construction
Payment performance
Performing	$	10,733	$	13,084	$	9,267	$	2,675	$	343	$	434	$	-	$	-	$	36,536
Non-performing		-		-		-		-		-		-		-		-		-
Total residential - construction	$	10,733	$	13,084	$	9,267	$	2,675	$	343	$	434	$	-	$	-	$	36,536
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

⁽²⁾ Net of unearned lease revenue of $2.0 million.

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Collateral dependent loans

Loans that do not share risk characteristics are evaluated on an individual basis. For loans that are individually evaluated and foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and repayment of the financial asset is expected to be provided substantially through the operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date. The following table presents the individually evaluated, collateral dependent loans as of March 31, 2024 and December 31, 2023:

(dollars in thousands)	Real Estate		Other		Total Collateral-Dependent Loans
At March 31, 2024
Commercial and industrial:
Commercial	$	-	$	55	$	55
Commercial real estate:
Non-owner occupied		525		-		525
Owner occupied		2,035		-		2,035
Consumer:
Home equity installment		79		-		79
Home equity line of credit		366		-		366
Auto loans - Non-recourse		-		35		35
Other		24		-		24
Residential:
Real estate		438		-		438
Total	$	3,467	$	90	$	3,557

(dollars in thousands)	Real Estate		Other		Total Collateral-Dependent Loans
At December 31, 2023
Commercial and industrial:
Commercial	$	-	$	55	$	55
Commercial real estate:
Non-owner occupied		252		-		252
Owner occupied		2,250		-		2,250
Consumer:
Home equity installment		70		-		70
Home equity line of credit		364		-		364
Auto loans - Non-recourse		-		39		39
Residential:
Real estate		278		-		278
Total	$	3,214	$	94	$	3,308

Allowance for credit losses

Information related to the change in the allowance for credit losses on loans and the Company’s recorded investment in loans by portfolio segment as of the period indicated is as follows:

As of and for the three months ended March 31, 2024
	Commercial &			Commercial						Residential
(dollars in thousands)	industrial			real estate			Consumer			real estate		Unallocated		Total
Allowance for Credit Losses:
Beginning balance	$	1,850		$	8,835		$	2,391		$	5,694	$	36	$	18,806
Charge-offs		(114	)		(5	)		(107	)		-		-		(226	)
Recoveries		2			155			22			2		-		181
Provision (benefit) for credit losses		166			(161	)		(43	)		150		13		125
Ending balance	$	1,904		$	8,824		$	2,263		$	5,846	$	49	$	18,886

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As of and for the three months ended March 31, 2023
	Commercial &			Commercial						Residential
(dollars in thousands)	industrial			real estate			Consumer			real estate		Unallocated			Total
Allowance for Credit Losses:
Beginning balance	$	2,924		$	7,162		$	2,827		$	4,169	$	67		$	17,149
Impact of adopting ASC 326		278			756			(547	)		198		(67	)		618
Initial allowance on loans purchased with credit deterioration		-			126			-			-		-			126
Charge-offs		(170	)		(32	)		(101	)		-		-			(303	)
Recoveries		20			39			72			9		-			140
Provision (benefit) for loan losses		(502	)		106			197			307		72			180
Ending balance	$	2,550		$	8,157		$	2,448		$	4,683	$	72		$	17,910

Unfunded commitments

In accordance with ASC Topic 326, the Company estimates expected credit losses for off-balance-sheet credit exposures over the contractual period during which the Company is exposed to credit risk. The estimate of expected credit losses takes into consideration the likelihood that funding will occur (i.e., funding rate) as well as the amount expected to be collected over the estimated remaining contractual term of the off-balance-sheet credit exposures (i.e., loss rate). The Company does not record an estimate of expected credit losses for off-balance-sheet exposures that are unconditionally cancellable. On a quarterly basis, Management evaluates expected credit losses for off-balance-sheet credit exposures.

The Company's allowance for credit losses on unfunded commitments is recognized as a liability on the consolidated balance sheets, with adjustments to the reserve recognized in the provision for credit losses on unfunded commitments on the consolidated statements of income. The Company's activity in the allowance for credit losses on unfunded commitments for the period was as follows:

(dollars in thousands)	For the Three Months Ended March 31, 2024			For the Three Months Ended March 31, 2023
Beginning balance	$	944		$	49
Impact of adopting ASC 326		-			1,060
Provision (benefit) for credit losses		(50	)		225
Ending balance	$	894		$	1,334

Direct finance leases

The Company originates direct finance leases through three automobile dealerships. The amortized cost of the Company’s lease receivables, net of unearned income, was $5.8 million and $6.1 million as of March 31, 2024 and December 31, 2023, respectively. The residual value of the direct finance leases is fully guaranteed by the dealerships. Residual values amounted to $24.2 million and $25.1 million at March 31, 2024 and December 31, 2023, respectively, and are included in the amortized cost of direct finance leases. As of March 31, 2024, there was also $478 thousand in deferred lease expense included in the carrying value of direct finance leases that is not included in the table below.

The undiscounted cash flows to be received on an annual basis for the direct finance leases are as follows:

(dollars in thousands)	Amount

2024	$	10,128
2025		13,162
2026		6,410
2027		2,271
2028		95
2029 and thereafter		-
Total future minimum lease payments receivable		32,066
Less: Unearned income		(2,079	)
Undiscounted cash flows to be received	$	29,987

6. Earnings per share

Basic earnings per share (EPS) is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed in the same manner as basic EPS but also reflects the potential dilution that could occur from the grant of stock-based compensation awards. The Company maintains one active share-based compensation plan that may generate additional potentially dilutive common shares. For granted and unexercised stock-settled stock appreciation rights (SSARs), dilution would occur if Company-issued SSARs were exercised and converted into common stock. As of the three months ended March 31, 2024, there was 9,199 potentially dilutive shares related to issued and unexercised SSARs compared to 20,188 for the same 2023 period. The calculation did not include 46,423 weighted average unexercised SSARs that could potentially dilute earnings per share but their effect was antidilutive as of the three months ended March 31, 2024. For restricted stock, dilution would occur from the Company’s previously granted but unvested shares. There were 30,190 potentially dilutive shares related to unvested restricted share grants as of the three months ended March 31, 2024 compared to 22,292 for the same 2023 period.

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In the computation of diluted EPS, the Company uses the treasury stock method to determine the dilutive effect of its granted but unexercised stock options and SSARs and unvested restricted stock. Under the treasury stock method, the assumed proceeds, as defined, received from shares issued in a hypothetical stock option exercise or restricted stock grant, are assumed to be used to purchase treasury stock. Proceeds include amounts received from the exercise of outstanding stock options and compensation cost for future service that the Company has not yet recognized in earnings. The Company does not consider awards from share-based grants in the computation of basic EPS.

The following table illustrates the data used in computing basic and diluted EPS for the periods indicated:

	Three months ended March 31,
	*2024*		2023
(dollars in thousands except per share data)
Basic EPS:
Net income available to common shareholders	$	5,057	$	7,040
Weighted-average common shares outstanding		5,722,232		5,649,623
Basic EPS	$	0.88	$	1.25

Diluted EPS:
Net income available to common shareholders	$	5,057	$	7,040
Weighted-average common shares outstanding		5,722,232		5,649,623
Potentially dilutive common shares		39,389		42,480
Weighted-average common and potentially dilutive shares outstanding		5,761,621		5,692,103
Diluted EPS	$	0.88	$	1.24

7. Stock plans

The Company has one active stock-based compensation plan (the stock compensation plan) from which it can grant stock-based compensation awards and applies the fair value method of accounting for stock-based compensation provided under current accounting guidance. The guidelines require the cost of share-based payment transactions (including those with employees and non-employees) be recognized in the financial statements. The Company’s stock compensation plan was shareholder-approved and permits the grant of share-based compensation awards to its employees and directors. The Company believes that the stock-based compensation plan will advance the development, growth and financial condition of the Company by providing incentives through participation in the appreciation in the value of the Company’s common stock. In return, the Company hopes to secure, retain and motivate the employees and directors who are responsible for the operation and the management of the affairs of the Company by aligning the interest of its employees and directors with the interest of its shareholders. In the stock compensation plan, employees and directors are eligible to be awarded stock-based compensation grants which can consist of stock options (qualified and non-qualified), stock appreciation rights (SARs) and restricted stock.

At the 2022 annual shareholders' meeting, the Company's shareholders approved and the Company adopted the 2022 Omnibus Stock Incentive Plan which replaced the 2012 Omnibus Stock Incentive Plan and the 2012 Director Stock Incentive Plan (collectively, the 2012 stock incentive plans). The 2012 stock incentive plans expired in 2022. Unless terminated by the Company’s board of directors, the 2022 Omnibus Stock Incentive Plan will expire on and no stock-based awards shall be granted after the year 2032.

In the 2022 Omnibus Stock Incentive Plan, the Company has reserved 500,000 shares of its no-par common stock for future issuance. The Company recognizes share-based compensation expense over the requisite service or vesting period. Since 2019, the Company has approved a Long-Term Incentive Plan (LTIP) each year that awarded restricted stock and/or stock-settled stock appreciation rights (SSARs) to senior officers and managers based on the attainment of performance goals. The SSAR awards have a ten-year term from the date of each grant.

As delineated in the following table, during the first quarter of 2024, the Company approved a LTIP and awarded 12,429 shares of restricted stock to senior officers and managers in February 2024 based on 2023 performance.

As delineated in the following table, during the first quarter of 2023, the Company approved a LTIP and awarded 17,684 shares of restricted stock to senior officers and managers in February 2023 based on 2022 performance.

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The following table summarizes the weighted-average fair value and vesting of restricted stock grants awarded during the periods ended March 31, 2024 and 2023 under the 2022 stock incentive plan:

March 31, 2024

March 31, 2023

Weighted-

Shares

average grant

Shares

average grant

granted

date fair value

granted

date fair value

Omnibus plan

10,000

⁽²⁾

46.96

18,000

⁽²⁾

49.43

Omnibus plan

1,558

⁽²⁾

46.96

17,684

⁽³⁾

49.43

Omnibus plan

10,871

⁽³⁾

46.96

⁽¹⁾

49.43

Omnibus plan

⁽¹⁾

46.96

Total

22,479

46.96

35,734

49.43

⁽¹⁾ Vest after 1 year ⁽²⁾Vest after 3 years – 33% each year ⁽³⁾ Vest fully after 3 years

The fair value of the shares granted in 2024 and 2023 was calculated using the grant date closing stock price.

A summary of the status of the Company’s non-vested restricted stock as of and changes during the period indicated are presented in the following table:

	2012 & 2022 Stock incentive plans
	Director			Omnibus			Total			Weighted- average grant date fair value
Non-vested balance at December 31, 2023		12,519			61,200			73,719		$	50.03
Granted		-			22,479			22,479			46.96
Forfeited		-			(372	)		(372	)		49.48
Vested		(7,719	)		(17,585	)		(25,304	)		51.05
Non-vested balance at March 31, 2024		4,800			65,722			70,522		$	48.69

A summary of the status of the Company’s SSARs as of and changes during the period indicated are presented in the following table:

	Awards		Weighted-average grant date fair value		Weighted-average remaining contractual term (years)
Outstanding December 31, 2023		64,326	$	11.59		3.8
Granted		-
Exercised		-
Forfeited		-
Outstanding March 31, 2024		64,326	$	11.59		3.6

Of the SSARs outstanding at March 31, 2024, all SSARs vested and were exercisable.

During the first three months of 2024 and 2023, there were no SSARs exercised.

Share-based compensation expense is included as a component of salaries and employee benefits in the consolidated statements of income. The following tables illustrate stock-based compensation expense recognized on non-vested equity awards during the three months ended March 31, 2024 and 2023 and the unrecognized stock-based compensation expense as of March 31, 2024:

	Three months ended March 31,
(dollars in thousands)	*2024*		2023
Stock-based compensation expense:
2012 Director stock incentive plan	$	79	$	114
2012 Omnibus stock incentive plan		88		141
2022 Omnibus stock incentive plan		166		156
Employee stock purchase plan		126		34
Total stock-based compensation expense	$	459	$	445

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	As of
(dollars in thousands)	*March 31, 2024*
Unrecognized stock-based compensation expense:
2012 Director stock incentive plan	$	210
2012 Omnibus stock incentive plan		216
2022 Omnibus stock incentive plan		2,008
Total unrecognized stock-based compensation expense	$	2,434

The unrecognized stock-based compensation expense as of March 31, 2024 will be recognized ratably over the periods ended February 2025, February 2025 and February 2027 for the 2012 Director Stock Incentive Plan, 2012 Omnibus Stock Incentive Plan and 2022 Omnibus Stock Incentive Plan, respectively.

In addition to the 2022 stock incentive plan, the Company established the 2002 Employee Stock Purchase Plan (the ESPP) and reserved 165,000 shares of its un-issued capital stock for issuance under the plan. The ESPP was designed to promote broad-based employee ownership of the Company’s stock and to motivate employees to improve job performance and enhance the financial results of the Company. Under the ESPP, participation is voluntary whereby employees use automatic payroll withholdings to purchase the Company’s capital stock at a discounted price based on the fair market value of the capital stock as measured on either the commencement or termination dates, as defined. As of March 31, 2024,108,591 shares have been issued under the ESPP. The ESPP is considered a compensatory plan and is required to comply with the provisions of current accounting guidance. The Company recognizes compensation expense on its ESPP on the date the shares are purchased, and it is included as a component of salaries and employee benefits in the consolidated statements of income.

8. Fair value measurements

The accounting guidelines establish a framework for measuring and disclosing information about fair value measurements. The guidelines of fair value reporting instituted a valuation hierarchy for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

Level 1 - inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - inputs are quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument;

Level 3 - inputs are unobservable and are based on the Company’s own assumptions to measure assets and liabilities at fair value. Level 3 pricing for securities may also include unobservable inputs based upon broker-traded transactions.

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The Company uses fair value to measure certain assets and, if necessary, liabilities on a recurring basis when fair value is the primary measure for accounting. Thus, the Company uses fair value for AFS securities. Fair value is used on a non-recurring basis to measure certain assets when adjusting carrying values to market values, such as impaired loans, other real estate owned (ORE) and other repossessed assets.

The following table represents the carrying amount and estimated fair value of the Company’s financial instruments as of the periods indicated:

March 31, 2024

Quoted prices

Significant

in active

other

Carrying

Estimated

markets

observable inputs

unobservable inputs

(dollars in thousands)

amount

fair value

(Level 1)

(Level 2)

(Level 3)

Financial assets:

Cash and cash equivalents

72,733

Held-to-maturity securities

224,612

193,973

Available-for-sale debt securities

334,404

Restricted investments in bank stock

3,959

Loans and leases, net

1,678,142

1,529,828

Loans held-for-sale

271

277

Accrued interest receivable

9,398

Interest rate swaps

210

Financial liabilities:

Deposits with no stated maturities

1,946,488

Time deposits

269,508

266,635

Short-term borrowings

25,000

Secured borrowings

7,299

7,802

Accrued interest payable

2,369

Interest rate swaps

857

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December 31, 2023
					Quoted prices		Significant		Significant
					in active		other		other
	Carrying		Estimated		markets		observable inputs		unobservable inputs
(dollars in thousands)	amount		fair value		(Level 1)		(Level 2)		(Level 3)
Financial assets:
Cash and cash equivalents	$	111,949	$	111,949	$	111,949	$	-	$	-
Held-to-maturity securities		224,233		197,176		-		197,176		-
Available-for-sale debt securities		344,040		344,040		-		344,040		-
Restricted investments in bank stock		3,905		3,905		-		3,905		-
Loans and leases, net		1,666,292		1,532,195		-		-		1,532,195
Loans held-for-sale		1,457		1,483		-		1,483		-
Accrued interest receivable		9,092		9,092		-		9,092		-
Interest rate swaps		171		171		-		171		-
Financial liabilities:
Deposits with no stated maturities		1,945,456		1,945,456		-		1,945,456		-
Time deposits		212,969		210,423		-		210,423		-
Short-term borrowings		117,000		117,010		-		117,010		-
Secured borrowings		7,372		8,067		-		-		8,067
Accrued interest payable		3,042		3,042		-		3,042		-
Interest rate swaps		2,332		2,332		-		2,332		-

The carrying value of short-term financial instruments, as listed below, approximates their fair value. These instruments generally have limited credit exposure, no stated or short-term maturities, carry interest rates that approximate market and generally are recorded at amounts that are payable on demand:

	●	Cash and cash equivalents;
	●	Non-interest bearing deposit accounts;
	●	Savings, interest-bearing checking and money market accounts
	●	Short-term borrowings and
	●	Accrued interest.

Securities: Fair values on investment securities are determined by prices provided by a third-party vendor, who is a provider of financial market data, analytics and related services to financial institutions.

Accruing loans and leases: The fair value of accruing loans is estimated by calculating the net present value of the future expected cash flows discounted at current offering rates for similar loans. Current offering rates consider, among other things, credit risk.

The carrying value that fair value is compared to is net of the allowance for credit losses and since there is significant judgment included in evaluating credit quality, loans are classified within Level 3 of the fair value hierarchy.

Non-accrual loans: Loans which the Company has measured as non-accruing are generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties. These loans are classified within Level 3 of the fair value hierarchy. The fair value consists of loan balances less the valuation allowance.

Loans held-for-sale: The fair value of loans held-for-sale is estimated using rates currently offered for similar loans and is typically obtained from the Federal National Mortgage Association (FNMA) or the Federal Home Loan Bank of Pittsburgh (FHLB).

Interest rate swaps: Fair values on derivative instruments are determined by valuations provided by a third-party vendor, who is a provider of financial market data, analytics and related services to financial institutions.

Certificates of deposit: The fair value of certificates of deposit is based on discounted cash flows using rates which approximate market rates for deposits of similar maturities.

Secured borrowings: The fair value for these obligations uses an income approach based on expected cash flows on a pooled basis.

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The following tables illustrate the financial instruments measured at fair value on a recurring basis segregated by hierarchy fair value levels as of the periods indicated:

Total carrying value

Quoted prices in active markets

Significant other observable inputs

Significant other unobservable inputs

(dollars in thousands)

March 31, 2024

(Level 1)

(Level 2)

(Level 3)

Assets:

Available-for-sale securities:

Agency - GSE

27,431

Obligations of states and political subdivisions

121,072

MBS - GSE residential

185,901

Total available-for-sale debt securities

334,404

Interest rate swaps

210

Total assets

334,614

Liabilities:

Interest rate swaps

857

Total liabilities

857

	Total carrying value		Quoted prices in active markets		Significant other observable inputs		Significant other unobservable inputs
(dollars in thousands)	December 31, 2023		(Level 1)		(Level 2)		(Level 3)
Assets:
Available-for-sale securities:
Agency - GSE	$	27,545	$	-	$	27,545	$	-
Obligations of states and political subdivisions		122,797		-		122,797		-
MBS - GSE residential		193,698		-		193,698		-
Total available-for-sale debt securities	$	344,040	$	-	$	344,040	$	-
Interest rate swaps		171		-		171		-
Total assets	$	344,211	$	-	$	344,211	$	-

Liabilities:
Interest rate swaps	$	2,332	$	-	$	2,332	$	-
Total liabilities	$	2,332	$	-	$	2,332	$	-

Debt securities in the AFS portfolio are measured at fair value using market quotations provided by a third-party vendor, who is a provider of financial market data, analytics and related services to financial institutions. Assets classified as Level 2 use valuation techniques that are common to bond valuations. That is, in active markets whereby bonds of similar characteristics frequently trade, quotes for similar assets are obtained.

There were no changes in Level 3 financial instruments measured at fair value on a recurring basis as of and for the periods ending March 31, 2024 and December 31, 2023, respectively.

From time-to-time, the Company may be required to record at fair value financial instruments on a non-recurring basis, such as impaired loans, ORE and other repossessed assets. These non-recurring fair value adjustments involve the application of lower-of-cost-or-market accounting on write downs of individual assets. The following table illustrates the financial instruments measured at fair value on a non-recurring basis segregated by hierarchy fair value levels as of the periods indicated:

Quoted prices in

Significant other

Total carrying value

active markets

observable inputs

unobservable inputs

(dollars in thousands)

Valuation techniques

at March 31, 2024

(Level 1)

(Level 2)

(Level 3)

Individually evaluated loans

Fair value of collateral appraised value

392

Other real estate owned

Fair value of asset less selling costs

220

Total

612

				Quoted prices in		Significant other		Significant other
		Total carrying value		active markets		observable inputs		unobservable inputs
(dollars in thousands)		at December 31, 2023		(Level 1)		(Level 2)		(Level 3)

Individually evaluated loans	Fair value of collateral appraised value	$	120	$	-	$	-	$	120
Other real estate owned	Fair value of asset less selling costs		1		-		-		1
Total		$	121	$	-	$	-	$	121

The following describes valuation methodologies used for financial instruments measured at fair value on a non-recurring basis. Individually evaluated loans that are collateral dependent are written down to fair value through the establishment of specific reserves, a component of the allowance for credit losses, and as such are carried at the lower of net recorded investment or the estimated fair value. Estimates of fair value of the collateral are determined based on a variety of information, including available valuations from certified appraisers for similar assets, present value of discounted cash flows and inputs that are estimated based on commonly used and generally accepted industry liquidation advance rates and estimates and assumptions developed by management.

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Valuation techniques for individually evaluated, collateral dependent loans are typically determined through independent appraisals of the underlying collateral or may be determined through present value of discounted cash flows. Both techniques include various Level 3 inputs which are not identifiable. The valuation technique may be adjusted by management for estimated liquidation expenses and qualitative factors such as economic conditions. If real estate is not the primary source of repayment, present value of discounted cash flows and estimates using generally accepted industry liquidation advance rates and other factors may be utilized to determine fair value.

At March 31, 2024 and December 31, 2023, the range of liquidation expenses and other valuation adjustments applied to individually evaluated, collateral dependent loans ranged from -25.18% to -34.02% and from -31.47% to -31.47%, respectively. The weighted average of liquidation expenses and other valuation adjustments applied to individually evaluated, collateral dependent loans amounted to -27.29% as of March 31, 2024 and -31.47% as of December 31, 2023, respectively. Due to the multitude of assumptions, many of which are subjective in nature, and the varying inputs and techniques used to determine fair value, the Company recognizes that valuations could differ across a wide spectrum of techniques employed. Accordingly, fair value estimates for individually evaluated, collateral dependent loans are classified as Level 3.

For ORE, fair value is generally determined through independent appraisals of the underlying properties which generally include various Level 3 inputs which are not identifiable. Appraisals form the basis for determining the net realizable value from these properties. Net realizable value is the result of the appraised value less certain costs or discounts associated with liquidation which occurs in the normal course of business. Management’s assumptions may include consideration of the location and occupancy of the property, along with current economic conditions. Subsequently, as these properties are actively marketed, the estimated fair values may be periodically adjusted through incremental subsequent write-downs. These write-downs usually reflect decreases in estimated values resulting from sales price observations as well as changing economic and market conditions. At March 31, 2024 and December 31, 2023, the discounts applied to the appraised values of ORE ranged from -29.23% to -77.60% and from -77.60% to -77.60%, respectively. As of March 31, 2024 and December 31, 2023, the weighted average of discount to the appraisal values of ORE amounted to -29.84% and -77.60%, respectively.

At March 31, 2024 and December 31, 2023, there were no other repossessed assets. The Company refers to the National Automobile Dealers Association (NADA) guide to determine a vehicle’s fair value.

9. Employee Benefits

Bank-Owned Life Insurance (BOLI)

The Company has purchased single premium BOLI policies on certain officers. The policies are recorded at their cash surrender values. Increases in cash surrender values are included in non-interest income in the consolidated statements of income. The policies’ cash surrender value totaled $54.9 million and $54.6 million, respectively, as of March 31, 2024 and December 31, 2023 and is reflected as an asset on the consolidated balance sheets. During the first quarter of 2023, the Company received $0.9 million in proceeds from a BOLI death claim, of which $0.8 million was return of cash surrender value and $0.1 million was additional income which was recorded in fees and other revenue on the consolidated statements of income. For the three months ended March 31, 2024 and 2023, the Company has recorded income of $0.3 million and $0.3 million, respectively, due to an increase in cash surrender values.

Officer Life Insurance

The Bank enters into separate split dollar life insurance arrangements (Split Dollar Agreements) with certain officers which provide each officer a specified death benefit should the officer die while in the Bank’s employ. The Bank owns the policies and all cash values thereunder. Upon death of the covered employee, the agreed-upon amount of death proceeds from the policies will be paid directly to the insured’s beneficiary. As of March 31, 2024, the policies had total death benefits of $54.9 million of which $8.8 million would be paid to the officer’s beneficiaries and the remaining $46.1 million would be paid to the Bank. In addition, four executive officers have the opportunity to retain a split dollar benefit equal to two times their highest base salary after separation from service if the vesting requirements are met. As of March 31, 2024 and December 31, 2023, the Company had a balance in accrued expenses of $376 thousand and $352 thousand, respectively, for the split dollar benefit.

Supplemental Executive Retirement plan (SERP)

On March 29, 2017, the Bank entered into separate supplemental executive retirement agreements (individually the “SERP Agreement”) with five officers, pursuant to which the Bank will credit an amount to a SERP account established on each participant’s behalf while they are actively employed by the Bank for each calendar month from March 1, 2017 until retirement. On March 20, 2019, the Bank entered into a SERP Agreement with one officer, pursuant to which the Bank will credit an amount to a SERP account established for the participant’s behalf while they are actively employed by the Bank for each calendar month from March 1, 2019 until normal retirement age. As a result of the acquisition of Landmark, the Company acquired a SERP agreement with one former employee. As of March 31, 2024 and December 31, 2023, the Company had a balance in accrued expenses of $4.5 million and $4.4 million in connection with these SERPs.

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10. Revenue Recognition

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and all subsequent ASUs that modified Topic 606.

The majority of the Company’s revenues are generated through interest earned on securities and loans, which is explicitly excluded from the scope of the guidance. In addition, certain non-interest income streams such as fees associated with mortgage servicing rights, loan service charges, life insurance earnings, rental income and gains/losses on the sale of loans and securities are not in the scope of the new guidance. The main types of contracts with customers that are in the scope of the new guidance are:

●

Service charges on deposit accounts – Deposit service charges represent fees charged by the Company for the performance obligation of providing services to a customer’s deposit account. The transaction price for deposit services includes both fixed and variable amounts based on the Company’s fee schedules. Revenue is recognized and payment is received either at a point in time for transactional fees or on a monthly basis for non-transactional fees.

●

Interchange fees – Interchange fees represent fees charged by the Company for customers using debit cards. The contract is between the Company and the processor and the performance obligation is the ability of customers to use debit cards to make purchases at a point in time. The transaction price is a percentage of debit card usage and the processor pays the Company and revenue is recorded throughout the month as the performance obligations are being met.

●

Fees from trust fiduciary activities – Trust fees represent fees charged by the Company for the management, custody and/or administration of trusts. These are mostly monthly fees based on the market value of assets in the trust account at the prior month end. Payment is generally received a few weeks after month end through a direct charge to customers’ accounts. Estate fees are recognized and charged as the Company reaches each of six different stages of the estate administration process.

●

Fees from financial services – Financial service fees represent fees charged by the Company for the performance obligation of providing various services for an investment account. Revenue is recognized twice monthly for fees on sales transactions and on a monthly basis for advisory fees and quarterly for trail fees.

●

Gain/loss on ORE sales – Gain/loss on the sale of ORE is recognized at the closing date when the sales proceeds are received. In seller-financed ORE transactions, the contract is made subject to our normal underwriting standards and pricing. The Company does not have any obligation or right to repurchase any sales of ORE.

Contract balances

A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before the payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity already received payment (or payment is due) from the customer. The Company’s non-interest income streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company typically does not enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of March 31, 2024 and December 31, 2023, the Company did not have any significant contract balances.

Remaining performance obligations

The Company’s performance obligations have an original expected duration of less than one year and follow the relevant guidance for recognizing revenue over time. There is no variable consideration subject to constraint that is not included in information about transaction price.

Contract acquisition costs

An entity is required to capitalize and subsequently amortize into expense, certain incremental costs of obtaining a contract if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, sales commission). The Company utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less.

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11. Leases

ASU 2016-02 Leases (Topic 842) became effective for the Company on January 1, 2019. For all operating lease contracts where the Company is lessee, a right-of-use (ROU) asset and lease liability were recorded as of the effective date. The Company assumed all renewal terms will be exercised when calculating the ROU assets and lease liabilities. For leases existing at the transition date, any prepaid or deferred rent was added to the ROU asset to calculate the lease liability. The discount rate used to calculate the present value of future payments at the transition date was the Company’s incremental borrowing rate. The Company used the FHLB fixed rate borrowing rates as the discount rates. For all classes of underlying assets, the Company has elected not to record short-term leases (leases with a term of 12 months or less) on the balance sheet when the Company is lessee. Instead, the Company will recognize the lease payment on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. For all asset classes, the Company has elected, as a lessee, not to separate nonlease components from lease components and instead to account for each separate lease component and nonlease components associated with that lease component as a single lease component.

Management determines if an arrangement is or contains a lease at contract inception. If an arrangement is determined to be or contains a lease, the Company recognizes a ROU asset and a lease liability when the asset is placed in service.

The Company’s operating leases, where the Company is lessee, include property, land and equipment. As of March 31, 2024, ten of the Company’s branch properties, one future branch property and one administrative office were leased under operating leases. In four of the branch leases, the Company leases the land from an unrelated third party, and the buildings are the Company’s own capital improvement. The Company also leases two standalone ATMs under operating leases. Additionally, the Company has one property lease and four equipment leases classified as finance leases.

The following is an analysis of the leased property under finance leases:

(dollars in thousands)	*March 31, 2024*			December 31, 2023

Property and equipment	$	2,014		$	2,014
Less accumulated depreciation and amortization		(898	)		(841	)
Leased property under finance leases, net	$	1,116		$	1,173

The following is a schedule of future minimum lease payments under finance leases together with the present value of the net minimum lease payments as of March 31, 2024:

(dollars in thousands)	Amount

2024	$	187
2025		233
2026		222
2027		222
2028		199
2029 and thereafter		162
Total minimum lease payments^(a)		1,225
Less amount representing interest ^(b)		(74	)
Present value of net minimum lease payments	$	1,151

(a)

The future minimum lease payments have not been reduced by estimated executory costs (such as taxes and maintenance) since this amount was deemed immaterial by management.

(b)

Amount necessary to reduce net minimum lease payments to present value calculated at the Company’s incremental borrowing rate upon lease inception.

As of March 31, 2024, the Company leased its Green Ridge, Pittston, Peckville, Back Mountain, Mountain Top, Abington, Nazareth, Easton, Bethlehem and Wyoming branches under the terms of operating leases. During 2022, the Company entered into a new lease of administrative office space in Scranton. During 2024, the Company recorded a new lease for a future branch relocation which is under construction in Easton. Common area maintenance is included in variable lease payments in the table below. The Abington branch has variable lease payments which are calculated as a percentage of the national prime rate of interest and are expensed as incurred. The Easton branch has variable lease payments that increase annually and are expensed as incurred.

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The following describes lease cost and other information about leases where the Company is the lessee as of the periods indicated:

(dollars in thousands)	*March 31, 2024*			March 31, 2023
Lease cost
Finance lease cost:
Amortization of right-of-use assets	$	57		$	60
Interest on lease liabilities		7			5
Operating lease cost		178			192
Short-term lease cost		20			22
Variable lease cost		12			17
Total lease cost	$	274		$	296

Other information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	7		$	5
Operating cash flows from operating leases (Fixed payments)	$	175		$	176
Operating cash flows from operating leases (Liability reduction)	$	97		$	94
Financing cash flows from finance leases	$	49		$	59
Right-of-use assets obtained in exchange for new operating lease liabilities	$	1,391		$	-
Weighted-average remaining lease term - finance leases (in years)		5.37			6.39
Weighted average remaining lease term - operating leases (in years)		21.73			20.48
Weighted-average discount rate - finance leases		2.52	%		1.70	%
Weighted-average discount rate - operating leases		3.95	%		3.39	%

During the first quarter of 2024, $268 thousand of the total lease cost was included in premises and equipment expense and $6 thousand was included in other expenses on the consolidated statements of income. During the first quarter of 2023, $290 thousand of the total lease cost was included in premises and equipment expense and $6 thousand was included in other expenses on the consolidated statements of income. Operating lease expense is recognized on a straight-line basis over the lease term. We recognized both the interest expense and amortization expense for finance leases in premises and equipment expense since the interest expense portion was immaterial.

The future minimum lease payments for the Company’s branch network and equipment under operating leases that have lease terms in excess of one year as of March 31, 2024 are as follows:

(dollars in thousands)	Amount

2024	$	511
2025		662
2026		669
2027		679
2028		689
2029 and thereafter		12,219
Total future minimum lease payments		15,429
Less variable payment adjustment		(172	)
Less amount representing interest		(5,322	)
Present value of net future minimum lease payments	$	9,935

The Company leases one property, where the Company is lessor, under an operating lease to an unrelated party. The undiscounted cash flows to be received on an annual basis for the property are as follows:

(dollars in thousands)	Amount

2024	$	43
2025		54
2026		54
2027		27
Total lease payments to be received	$	178

The Company also indirectly originates automobile leases classified as direct finance leases. See Footnote 5, “Loans and leases”, for more information about the Company’s direct finance leases.

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Lease income recognized from direct finance leases was included in interest income from loans and leases on the consolidated statements of income. Lease income related to operating leases is included in fees and other revenue on the consolidated statements of income. The Company only receives a variable payment for taxes from one of its lessees, but the amount is immaterial and excluded from rental income. The amount of lease income recognized on the consolidated statements of income was as follows for the periods indicated:

	For the three months ended March 31,
(dollars in thousands)	2024		2023
Lease income - direct finance leases
Interest income on lease receivables	$	313	$	320

Lease income - operating leases		8		12
Total lease income	$	321	$	332

12. Derivative Instruments

The Company is exposed to certain risks relating to its ongoing business operations and economic conditions. The Company uses derivative financial instruments primarily to manage risks to the Company associated with changing interest rates and to assist customers with their risk management objectives. All derivative instruments are recognized as either assets or liabilities at fair value in the statement of financial position.

Interest rate derivative - no hedge designation

The Company is a party to interest rate derivatives that are not designated as hedging instruments. The Company enters into interest rate swaps that allow certain commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. These interest rate swaps with customers are simultaneously offset by interest rate swaps that the Company executes with a third-party financial institution, such that the Company minimizes its net interest rate risk exposure resulting from such transactions. The interest rate swap agreements are free-standing derivatives and are recorded at fair value in the Company’s consolidated balance sheets (asset positions are included in other assets and liability positions are included in other liabilities). As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however there may be fair value adjustments related to credit-quality variations between counterparties, which may impact earnings as required by FASB ASC 820. There was no effect on earnings in any periods presented.

Weighted

Notional

Average Maturity

Interest Rate

(dollars in thousands)

Amount

(Years)

Paid

Received

Fair Value

March 31, 2024

Classified in Other assets:

Customer interest rate swaps

1,868

13.66

30 Day SOFR + Margin

Fixed

210

Classified in Accrued interest payable and other liabilities:

Third party interest rate swaps

1,868

13.66

Fixed

30 Day SOFR + Margin

210

Interest rate derivative - fair value hedge designation

The Company’s objectives in using interest rate derivatives are to add stability to interest income and expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company has entered into interest rate swaps as part of its interest rate risk management strategy. This interest rate swap is designated as a fair value hedge and limits the risk to the investment portfolio of rising interest rates. The Company entered into an interest rate swap with a third-party financial institution to convert fixed rate investment securities to an adjustable rate to produce a more asset sensitive profile. The Company recorded the fair value of the fair value hedge in other assets and accrued interest payable and other liabilities on the consolidated balance sheet. The hedged items (fixed rate securities available-for-sale) are also recorded at fair value which offsets the adjustment to the fair value hedge. The related gains and losses are reported in interest income investment securities - U.S. government agencies and corporations and interest income investment securities - state and political subdivisions (nontaxable) in the consolidated statements of income. For the three months ended March 31, 2024, there was $89 thousand in interest income investment securities - U.S. government agencies and corporations and $89 thousand in interest income investment securities - state and political subdivisions (nontaxable). A qualitative assessment of hedge effectiveness was applied at inception of the hedge. Future hedge effectiveness will be determined on a qualitative basis at least annually. The hedge is expected to remain effective as long as the balance of the hedged item is projected to remain at or above the notional amount of the swap.

			Weighted
	Notional		Average Maturity
(dollars in thousands)	Amount		(Years)		Fair Value
March 31, 2024
Pay-fixed interest rate swap agreements - securities AFS	$	100,000		2.5	$	(647	)

The Company had investment securities with a book value of $2.8 million pledged as collateral on its interest rate swaps with a third-party financial institution as of March 31, 2024.

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

The following is management's discussion and analysis of the significant changes in the consolidated financial condition of the Company as of March 31, 2024 compared to December 31, 2023 and a comparison of the results of operations for the three months ended March 31, 2024 and 2023. Current performance may not be indicative of future results. This discussion should be read in conjunction with the Company’s 2023 Annual Report filed on Form 10-K.

Forward-looking statements

Certain of the matters discussed in this Quarterly Report on Form 10-Q may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” and similar expressions are intended to identify such forward-looking statements.

The Company’s actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation:

	■	local, regional and national economic conditions and changes thereto;
	■	the short-term and long-term effects of inflation, and rising costs to the Company, its customers and on the economy;
	■	the risks of changes and volatility of interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities and interest rate protection agreements, as well as interest rate risks;
	■	securities markets and monetary fluctuations and volatility;
	■	disruption of credit and equity markets;
	■	impacts of the capital and liquidity requirements of the Basel III standards and other regulatory pronouncements, regulations and rules;
	■	governmental monetary and fiscal policies, as well as legislative and regulatory changes;
	■	effects of short- and long-term federal budget and tax negotiations and their effect on economic and business conditions;
	■	the costs and effects of litigation and of unexpected or adverse outcomes in such litigation;
	■	the impact of new or changes in existing laws and regulations, including laws and regulations concerning taxes, banking, securities and insurance and their application with which the Company and its subsidiaries must comply;
	■	the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters;
	■	the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market area and elsewhere, including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the internet;
	■	the effects of economic conditions of any pandemic, epidemic or other health-related crisis such as COVID-19 and responses thereto on current customers and the operations of the Company, specifically the effect of the economy on loan customers’ ability to repay loans;
	■	the effects of bank failures, banking system instability, deposit fluctuations, loan and securities value changes;
	■	technological changes;
	■	the interruption or breach in security of our information systems, continually evolving cybersecurity and other technological risks and attacks resulting in failures or disruptions in customer account management, general ledger processing and loan or deposit updates and potential impacts resulting therefrom including additional costs, reputational damage, regulatory penalties, and financial losses;
	■	acquisitions and integration of acquired businesses;
	■	the failure of assumptions underlying the establishment of reserves for loan losses and estimations of values of collateral and various financial assets and liabilities;
	■	acts of war or terrorism; and
	■	the risk that our analyses of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.

The Company cautions readers not to place undue reliance on forward-looking statements, which reflect analyses only as of the date of this document. The Company has no obligation to update any forward-looking statements to reflect events or circumstances after the date of this document.

Readers should review the risk factors described in other documents that we file or furnish, from time to time, with the Securities and Exchange Commission, including Annual Reports to Shareholders, Annual Reports filed on Form 10-K and other current reports filed or furnished on Form 8-K.

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Executive Summary

The Company is a Pennsylvania corporation and a bank holding company, whose wholly-owned state chartered commercial bank and trust company is The Fidelity Deposit and Discount Bank. The Company is headquartered in Dunmore, Pennsylvania. We consider Lackawanna, Northampton and Luzerne Counties our primary marketplace.

As a leading Northeastern and Eastern Pennsylvania community bank, our goals are to enhance shareholder value while continuing to build a full-service community bank. We focus on growing our core business of retail and business lending and deposit gathering while maintaining strong asset quality and controlling operating expenses. We continue to implement management strategies to diversify earning assets (see “Funds Deployed” section of this management’s discussion and analysis) and to increase the amount of relationship core deposits (see “Funds Provided” section of this management’s discussion and analysis). These strategies include a greater level of commercial lending and the ancillary business products and services supporting our commercial customers’ needs as well as residential lending strategies and an array of consumer products. We focus on developing a full banking relationship with existing, as well as new business prospects. The Bank has a personal and corporate trust department and also provides alternative financial and insurance products with asset management services. In addition, we explore opportunities to selectively expand and optimize our franchise footprint, consisting presently of our 21-branch network.

We are impacted by national, regional and market area economic factors, with commercial, commercial real estate and residential mortgage loans concentrated in Northeastern Pennsylvania, primarily in Lackawanna and Luzerne counties, and Eastern Pennsylvania, primarily Northampton county. The Federal Open Market Committee (FOMC) increased interest rates by 425 basis points during 2022 and another 100 basis points during 2023. According to the U.S. Bureau of Labor Statistics, the national unemployment rate for March 2024 was 3.8%, up 0.1 percentage point from December 2023. The unemployment rates in the Scranton - Wilkes-Barre – Hazleton (market area north) and the Allentown – Bethlehem – Easton (market area south) Metropolitan Statistical Areas (local) increased faster than the national unemployment rate. The local unemployment rates at March 31, 2024 were 4.0% in market area north and 3.6% in market area south, respectively, an increase of 0.5 percentage points and 0.4 percentage points from the 3.5% and 3.2%, respectively, at December 31, 2023. The median home values in the Scranton-Wilkes-Barre-Hazleton metro and Allentown-Bethlehem-Easton metro each increased 5.6% and 7.9% from a year ago, according to Zillow, an online database advertising firm providing access to its real estate search engines to various media outlets, and values are expected to grow 1.8% and 2.9% in the next year. In light of these expectations, we are uncertain if real estate values could continue to increase at these levels with the current elevated rate environment, however we will continue to monitor the economic climate in our region and scrutinize growth prospects with credit quality as a principal consideration.

For the three months ended March 31, 2024, net income was $5.1 million, or $0.88 diluted earnings per share, compared to $7.1 million, or $1.24 diluted earnings per share, for the three months ended March 31, 2023.

As of March 31, 2024 and March 31, 2023, tangible common book value per share (non-GAAP) was $29.80 and $27.33, respectively. See reconciliation on page 38. The increase in tangible book value was due primarily to an increase in retained earnings from net income. These non-GAAP measures should be reviewed in connection with the reconciliation of these non-GAAP ratios. See “Non-GAAP Financial Measures” located below within this management’s discussion and analysis.

Branch managers, relationship bankers, mortgage originators and our business service partners are all focused on developing a mutually profitable full banking relationship with our clients. We understand our markets, offer products and services along with financial advice that is appropriate for our community, clients and prospects. The Company continues to focus on the trusted financial advisor model by utilizing the team approach of experienced bankers that are fully engaged and dedicated towards maintaining and growing profitable relationships.

In addition to the challenging economic environment in which we compete, the regulation and oversight of our business has changed significantly in recent years. As described more fully in Part II, Item 1A, “Risk Factors” below, as well as Part I, Item 1A, “Risk Factors,” and in the “Supervisory and Regulation” section of management’s discussion and analysis of financial condition and results of operations in our 2023 Annual Report filed on Form 10-K, certain aspects of the Dodd-Frank Wall Street Reform Act (Dodd-Frank Act) continue to have a significant impact on us.

Non-GAAP Financial Measures

The following are non-GAAP financial measures which provide useful insight to the reader of the consolidated financial statements but should be supplemental to GAAP used to prepare the Company’s financial statements and should not be read in isolation or relied upon as a substitute for GAAP measures. In addition, the Company’s non-GAAP measures may not be comparable to non-GAAP measures of other companies. The Company’s tax rate used to calculate the fully-taxable equivalent (FTE) adjustment was 21% at March 31, 2024 and 2023.

The following table reconciles the non-GAAP financial measures of FTE net interest income:


(dollars in thousands)	March 31, 2024		March 31, 2023
Interest income (GAAP)	$	25,625	$	22,338
Adjustment to FTE		747		760
Interest income adjusted to FTE (non-GAAP)		26,372		23,098
Interest expense (GAAP)		10,682		5,313
Net interest income adjusted to FTE (non-GAAP)	$	15,690	$	17,785

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The efficiency ratio is non-interest expenses as a percentage of FTE net interest income plus non-interest income. The following table reconciles the non-GAAP financial measures of the efficiency ratio to GAAP:

(dollars in thousands)	March 31, 2024			March 31, 2023
Efficiency Ratio (non-GAAP)
Non-interest expenses (GAAP)	$	13,689		$	12,857

Net interest income (GAAP)		14,943			17,025
Plus: taxable equivalent adjustment		747			760
Non-interest income (GAAP)		4,572			4,489
Less: (Loss) gain on sales of securities		-			(1	)
Net interest income (FTE) plus adjusted non-interest income (non-GAAP)	$	20,262		$	22,273
Efficiency ratio (non-GAAP)		67.56	%		57.72	%

The following table provides a reconciliation of the tangible common equity (non-GAAP) and the calculations of tangible book value per share and tangible common equity ratio:

(dollars in thousands)	March 31, 2024			March 31, 2023
Tangible Book Value per Share (non-GAAP)
Total assets (GAAP)	$	2,468,896		$	2,443,021
Less: Intangible assets, primarily goodwill		(20,728	)		(21,071	)
Tangible assets		2,448,168			2,421,950
Total shareholders' equity (GAAP)		191,635			175,887
Less: Intangible assets, primarily goodwill		(20,728	)		(21,071	)
Tangible common equity	$	170,907		$	154,816

Common shares outstanding, end of period		5,735,732			5,665,255
Tangible Common Book Value per Share (non-GAAP)	$	29.80		$	27.33
Tangible Common Equity Ratio (non-GAAP)		6.98	%		6.39	%
Unrealized losses on held-to-maturity securities, net of tax		(24,205	)		(22,800	)
Adjusted tangible common equity ratio (non-GAAP)		5.99	%		5.45	%

The following table provides a reconciliation of pre-provision net revenue (PPNR) to average assets (non-GAAP):

(dollars in thousands)	March 31, 2024			March 31, 2023
Pre-Provision Net Revenue to Average Assets
Income before taxes (GAAP)	$	5,751		$	8,252
Plus: Provision for credit losses		75			405
Total pre-provision net revenue (non-GAAP)	$	5,826			8,657
Total (annualized) (non-GAAP)	$	23,432		$	35,110

Average assets	$	2,451,168		$	2,399,264
Pre-Provision Net Revenue to Average Assets (non-GAAP)		0.96	%		1.46	%

General

The Company’s earnings depend primarily on net interest income. Net interest income is the difference between interest income and interest expense. Interest income is generated from yields earned on interest-earning assets, which consist principally of loans and investment securities. Interest expense is incurred from rates paid on interest-bearing liabilities, which consist of deposits and borrowings. Net interest income is determined by the Company’s interest rate spread (the difference between the yields earned on its interest-earning assets and the rates paid on its interest-bearing liabilities) and the relative amounts of interest-earning assets and interest-bearing liabilities. Interest rate spread is significantly impacted by: changes in interest rates and market yield curves and their related impact on cash flows; the composition and characteristics of interest-earning assets and interest-bearing liabilities; differences in the maturity and re-pricing characteristics of assets compared to the maturity and re-pricing characteristics of the liabilities that fund them and by the competition in the marketplace.

The Company’s earnings are also affected by the level of its non-interest income and expenses and by the provisions for credit losses and income taxes. Non-interest income mainly consists of: service charges on the Company’s loan and deposit products; interchange fees; trust and asset management service fees; increases in the cash surrender value of the bank owned life insurance and from net gains or losses from sales of loans and securities. Non-interest expense consists of: compensation and related employee benefit costs; occupancy; equipment; data processing; advertising and marketing; FDIC insurance premiums; professional fees; loan collection; net other real estate owned (ORE) expenses; supplies and other operating overhead.

Net interest income, net interest rate margin, net interest rate spread and the efficiency ratio are presented in the Management's Discussion & Analysis on a fully-taxable equivalent (FTE) basis. The Company believes this presentation to be the preferred industry measurement of net interest income as it provides a relevant comparison between taxable and non-taxable amounts.

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Comparison of the results of operations

three months ended March 31, 2024 and 2023

Overview

For the first quarter of 2024, the Company generated net income of $5.1 million, or $0.88 per diluted share, compared to $7.1 million, or $1.24 per diluted share, for the first quarter of 2023. The $2.0 million, or 28%, decrease in net income was primarily caused by a $2.1 million decrease in net interest income. The Company also had an increase of $0.8 million in non-interest expenses which were offset by a $0.5 million decrease in the provision for income taxes and a $0.3 million decrease in the provision for credit losses on loans and unfunded loan commitments.

Return on average assets (ROA) was 0.83% and 1.19% for the first quarters of 2024 and 2023, respectively. During the same time periods, return on average shareholders’ equity (ROE) was 10.71% and 17.00%, respectively. The decreases in ROA and ROE were primarily the result of the decline in net income during the first quarter of 2024. Pre-provision net revenue to average assets (non-GAAP) was 0.96% and 1.46% for the three months ended March 31, 2024 and 2023, respectively. For more information on the calculation of pre-provision net revenue to average assets, see “Non-GAAP Financial Measures” located above within this management’s discussion and analysis. The decrease was primarily due to a decline in pre-provision net revenue.

Net interest income and interest sensitive assets / liabilities

Net interest income (FTE) decreased $2.1 million, or 12%, from $17.0 million for the three months ended March 31, 2023 to $14.9 million for the three months ended March 31, 2024, due to interest expense increasing more than the increase in interest income. The $3.3 million growth in interest income was produced by the addition of $40.7 million in average interest-earning assets and the effect of a 46 basis point increase in FTE yields earned on those assets. The interest income growth stemmed from the loan portfolio due to average balance growth of $87.0 million and an additional 47 basis points in FTE yields which had the effect of producing $3.2 million more FTE interest income, despite $0.4 million less from fair value purchase accounting accretion during 2024. The average balance of interest-bearing deposits grew $24.8 million which resulted in $0.3 million in additional interest income during the first quarter of 2024. In the investment portfolio, the average balances of securities declined $69.7 million resulting in $0.2 million lower FTE interest income.

On the liability side, total interest-bearing liabilities increased $93.2 million in average balances with a 118 basis point increase in rates paid on these interest-bearing liabilities which caused interest expense to increase $5.4 million. Interest expense on deposits increased $5.3 million primarily due to a 123 basis point increase in rates paid on these deposits supplemented by an increase of $88.4 million in the average balance of interest-bearing deposits.

The FTE net interest rate spread decreased by 72 basis points and margin decreased by 44 basis points, respectively, for the three months ended March 31, 2024 compared to the same 2023 period. In the quarter-over-quarter comparison, the spread and margin decreased due to the rise in rates paid on interest-bearing liabilities which increased faster than the yields earned on interest-earning assets. The FTE spread and margin increased 1 basis point and 3 basis points when compared to the 2.00% and 2.66% recorded for the fourth quarter of 2023. The overall 193 basis points cost of funds for the three months ended March 31, 2024, which includes the impact of non-interest bearing deposits, increased 95 basis points compared to the same 2023 period. The primary reason for the increase was the higher rates paid on deposits compared to the same 2023 period due to the increases in market interest rates during the period.

The table that follows presents the quarterly ratios for yield on interest-earning assets, net interest margin and net interest spread for the periods indicated:

	Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023			Jun. 30, 2023			Mar. 31, 2023
Yield on interest-earning assets (FTE) (non-GAAP)		4.52	%		4.36	%		4.18	%		4.12	%		4.06	%
Net interest spread (FTE) (non-GAAP)		2.01	%		2.00	%		2.01	%		2.28	%		2.73	%
Net interest margin (FTE) (non-GAAP)		2.69	%		2.66	%		2.63	%		2.82	%		3.13	%

For the remainder of 2024, the Company currently expects to operate in a flat to modestly declining interest rate environment during the second half of the year. Management is primarily reliant on the Federal Open Market Committee's statements and forecast. The Company’s net interest income performance has been reduced by asset yields being outpaced by higher cost of funds compressing net interest spread. The risk to net interest income improvement is rapid acceleration of deposit rates in the Company's market area. The FOMC increased the federal funds rate by 425 basis points during 2022 and another 100 basis points in 2023, which had a disproportional effect on rates paid on interest-bearing liabilities in 2024. On the asset side, the Prime interest rate, the benchmark rate that banks use as a base rate for adjustable rate loans was also increased 425 basis points during 2022 and another 100 basis points through 2023. Consensus economic forecasts are predicting gradual declines in short-term rates towards the end of 2024. For the remainder of 2024, the Company currently maintains a loan pipeline which is expected to grow the loan portfolio funded by borrowing capacity until such time deposit growth will be able to pay down short-term borrowings. The focus is to manage net interest income through an elevated forecasted rate cycle by exercising disciplined and proactive loan pricing and managing deposit costs to maintain a reasonable spread, to the extent possible, in order to mitigate further margin compression.

The Company’s cost of interest-bearing liabilities was 2.51% for the three months ended March 31, 2024, or 118 basis points higher than the cost for the same 2023 period. The increase in interest paid on deposits contributed to the higher cost of interest-bearing liabilities. The FOMC is expected to hold the federal funds rate at current levels in the immediate future, but the Company may continue to experience pressure to further increase rates paid on deposits. To help mitigate the impact of the imminent change to the economic landscape, the Company has successfully developed and will continue to strengthen its association with existing customers, develop new business relationships and generate new loan volumes. Strategically deploying relationship deposits into interest earning-assets is an effective margin-preserving strategy that the Company expects to continue to pursue and expand to help stabilize net interest margin.

The Company’s Asset Liability Management (ALM) team meets regularly to discuss among other things, interest rate risk and when deemed necessary adjusts interest rates. ALM is actively addressing the Company's sensitivity to a changing rate environment to ensure interest rate risks are contained within acceptable levels. ALM also discusses revenue enhancing strategies to help combat the potential for a decline in net interest income. The Company’s marketing department, together with ALM, and service-driven branch and relationship managers, continue to develop prudent strategies that will grow the loan portfolio and accumulate relationship driven deposits at costs lower than borrowing costs to improve net interest income performance.

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The table that follows sets forth a comparison of average balances of assets and liabilities and their related net tax equivalent yields and rates for the years indicated. Within the table, interest income was FTE adjusted, using the corporate federal tax rate of 21% for March 31, 2024 and 2023 to recognize the income from tax-exempt interest-earning assets as if the interest was taxable. See “Non-GAAP Financial Measures” within this management’s discussion and analysis for the FTE adjustments. This treatment allows a uniform comparison among yields on interest-earning assets. Loans include loans held-for-sale (HFS) and non-accrual loans but exclude the allowance for credit losses. Home equity lines of credit (HELOC) are included in the residential real estate category since they are secured by real estate. Net deferred loan cost amortization of ($0.2 million) and ($0.2 million) for the three months ended March 31, 2024 and 2023, respectively, are included in interest income from loans. Merchants Bank of Bangor and Landmark Community Bank loan fair value purchase accounting adjustments of $0.5 million and $0.9 million are included in interest income from loans and $3 thousand and $11 thousand reduced interest expense on deposits and borrowings for the three months ended March 31, 2024 and 2023. Average balances are based on amortized cost and do not reflect net unrealized gains or losses. Residual values for direct finance leases are included in the average balances for consumer loans. Net interest margin is calculated by dividing net interest income-FTE by total average interest-earning assets. Cost of funds includes the effect of average non-interest bearing deposits as a funding source:

	Three months ended
(dollars in thousands)	March 31, 2024							March 31, 2023
	Average				Yield /			Average				Yield /
Assets	balance		Interest		rate			balance		Interest		rate

Interest-earning assets
Interest-bearing deposits	$	28,680	$	376		5.27	%	$	3,853	$	31		3.29	%
Restricted investments in bank stock		3,934		81		8.25			5,418		106		7.90
Investments:
Agency - GSE		112,677		407		1.45			112,925		413		1.49
MBS - GSE residential		223,736		1,081		1.94			249,001		1,107		1.80
State and municipal (nontaxable)		194,450		1,532		3.17			238,624		1,741		2.96
State and municipal (taxable)		86,105		443		2.07			86,075		446		2.10
Total investments		616,968		3,463		2.26			686,625		3,707		2.19
Loans and leases:
C&I and CRE (taxable)		796,830		12,233		6.17			761,197		10,669		5.68
C&I and CRE (nontaxable)		122,998		1,523		4.98			108,686		1,135		4.23
Consumer		221,397		2,657		4.83			235,559		2,424		4.17
Residential real estate		555,443		6,039		4.37			504,213		5,026		4.04
Total loans and leases		1,696,668		22,452		5.32			1,609,655		19,254		4.85
Total interest-earning assets		2,346,250		26,372		4.52	%		2,305,551		23,098		4.06	%
Non-interest earning assets		104,918							93,713
Total assets	$	2,451,168						$	2,399,264

Liabilities and shareholders' equity

Interest-bearing liabilities
Deposits:
Interest-bearing checking	$	667,620	$	3,821		2.30	%	$	641,199	$	1,321		0.84	%
Savings and clubs		201,888		156		0.31			234,093		174		0.30
MMDA		525,210		3,589		2.75			543,470		2,551		1.90
Certificates of deposit		252,897		2,375		3.78			140,449		572		1.65
Total interest-bearing deposits		1,647,615		9,941		2.43			1,559,211		4,618		1.20
Secured borrowings		7,335		121		6.63			7,548		111		5.95
Short-term borrowings		53,952		620		4.62			48,937		584		4.84
Total interest-bearing liabilities		1,708,902		10,682		2.51	%		1,615,696		5,313		1.33	%
Non-interest bearing deposits		519,856							585,987
Non-interest bearing liabilities		32,434							29,652
Total liabilities		2,261,192							2,231,335
Shareholders' equity		189,976							167,929
Total liabilities and shareholders' equity	$	2,451,168						$	2,399,264
Net interest income - FTE			$	15,690						$	17,785

Net interest spread						2.01	%						2.73	%
Net interest margin						2.69	%						3.13	%
Cost of funds						1.93	%						0.98	%

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Changes in net interest income are a function of both changes in interest rates and changes in volume of interest-earning assets and interest-bearing liabilities. The following table presents the extent to which changes in interest rates and changes in volumes of interest-earning assets and interest-bearing liabilities have affected the Company’s interest income and interest expense during the periods indicated. Information is provided in each category with respect to (1) the changes attributable to changes in volume (changes in volume multiplied by the prior period rate), (2) the changes attributable to changes in interest rates (changes in rates multiplied by prior period volume) and (3) the net change. The combined effect of changes in both volume and rate has been allocated proportionately to the change due to volume and the change due to rate. Tax-exempt income was not converted to a tax-equivalent basis on the rate/volume analysis:

	Three months ended March 31,
(dollars in thousands)	2024 compared to 2023									2023 compared to 2022
	Increase (decrease) due to
	Volume			Rate			Total			Volume			Rate			Total
Interest income:
Interest-bearing deposits	$	316		$	29		$	345		$	(60	)	$	58		$	(2	)
Restricted investments in bank stock		(30	)		5			(25	)		30			45			75
Investments:
Agency - GSE		-			(6	)		(6	)		(28	)		21			(7	)
MBS - GSE residential		(113	)		87			(26	)		(82	)		101			19
State and municipal		(229	)		113			(116	)		(187	)		20			(167	)
Total investments		(342	)		194			(148	)		(297	)		142			(155	)
Loans and leases:
Residential real estate		561			452			1,013			577			740			1,317
C&I and CRE		731			1,138			1,869			477			1,897			2,374
Consumer		(148	)		381			233			376			175			551
Total loans and leases		1,144			1,971			3,115			1,430			2,812			4,242
Total interest income		1,088			2,199			3,287			1,103			3,057			4,160

Interest expense:
Deposits:
Interest-bearing checking		57			2,443			2,500			(59	)		931			872
Savings and clubs		(24	)		6			(18	)		(1	)		149			148
Money market		(88	)		1,126			1,038			30			2,292			2,322
Certificates of deposit		692			1,111			1,803			6			448			454
Total deposits		637			4,686			5,323			(24	)		3,820			3,796
Secured borrowings		(3	)		13			10			(23	)		69			46
Overnight borrowings		62			(26	)		36			584			-			584
Total interest expense		696			4,673			5,369			537			3,889			4,426
Net interest income	$	392		$	(2,474	)	$	(2,082	)	$	566		$	(832	)	$	(266	)

Provision for credit losses

The provision for credit losses represents the necessary amount to charge against current earnings, the purpose of which is to increase the allowance for credit losses to a level that represents management’s best estimate of expected credit losses in the Company’s loan portfolio. Loans determined to be uncollectible are charged off against the allowance. The required amount of the provision for credit losses, based upon the adequate level of the allowance, is subject to the ongoing analysis of the loan portfolio. The Company’s Special Assets Committee meets periodically to review problem loans. The committee is comprised of management, including credit administration officers, loan officers, loan workout officers and collection personnel.

Management continuously reviews the risks inherent in the loan portfolio. The determination of the amounts of the allowance for credit losses and the provision for credit losses is based on management’s current judgments about the credit quality of the Company’s financial assets and known and expected relevant internal and external factors that significantly affect collectability such as historical loss information, current conditions, and reasonable and supportable forecasts, including significant qualitative factors.

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For the three months ended March 31, 2024, the provision for credit losses on loans was $0.1 million partially offset by a net benefit in the provision for credit losses on unfunded loan commitments of $50 thousand. For the three months ended March 31, 2024, the provision for credit losses on loans declined $0.1 million compared to the three months ended March 31, 2023. The decrease in the provision for credit losses on loans was due to lower growth in the loan portfolio and a reduction in net charge-offs due to a recovery of $0.1 million on a commercial real estate loan.

For the three months ended March 31, 2024, the provision for credit losses on unfunded commitments decreased $0.3 million compared to the three months ended March 31, 2023. The change in the provision for credit losses on unfunded commitments was due to a reduction in unfunded commitments and a general decrease in loss rate and funding rate assumptions compared to the year earlier period.

The provision for credit losses derives from the reserve required from the allowance for credit losses calculation. The Company continued provisioning for three months ended March 31, 2024 to maintain an allowance level that management deemed adequate.

For a discussion on the allowance for credit losses, see “Allowance for credit losses,” located in the comparison of financial condition section of management’s discussion and analysis contained herein.

Other income

Non-interest income totaled $4.6 million for the three months ended March 31, 2024, an increase of $0.1 million, or 2%, from the $4.5 million recorded for the three months ended March 31, 2023. The increase was primarily due to $0.2 million higher trust fiduciary fees partially offset by $0.1 million recorded in income for a death claim on BOLI during the first quarter of 2023.

Operating expenses

For the three months ended March 31, 2024, non-interest expenses increased $0.8 million, or 6%, compared to the three months ended March 31, 2023, from $12.9 million to $13.7 million. The biggest contributor to this increase was a $0.6 million increase in salaries and employee benefit expenses primarily from higher salaries and group insurance expenses for merit increases and a competitive labor market. Professional service expenses grew $0.1 million due to additional consulting and ICS fees. The FDIC assessment expense increased $0.1 million due to the higher assessment rate for 2024. Partially offsetting these increases, advertising and marketing expenses declined $0.2 million primarily due to lower advertising costs and less in donations.

The ratios of non-interest expense less non-interest income to average assets, known as the expense ratio, were 1.50% and 1.41% for the three months ended March 31, 2024 and 2023. The expense ratio increased because of higher non-interest expenses. The efficiency ratio (non-GAAP) increased from 57.72% at March 31, 2023 to 67.56% at March 31, 2024 due to the decline in net interest income and higher non-interest expenses during the first quarter of 2024. For more information on the calculation of the efficiency ratio, see “Non-GAAP Financial Measures” located within this management’s discussion and analysis.

Provision for income taxes

The provision for income taxes decreased $0.5 million, or 43%, for the three months ended March 31, 2024 compared to the same 2023 period due to tax credits from plug-in hybrid electric vehicles and lower income before taxes. The Company's effective tax rate was 12.1% at March 31, 2024 compared to 14.7% at March 31, 2023. The difference between the effective rate and the enacted statutory corporate rate of 21% is due mostly to the effect of tax-exempt income in relation to the level of pre-tax income. The decrease in the effective tax rate was primarily due to lower pre-tax income and the aforementioned tax credits. If the federal corporate tax rate is increased, the Company’s net deferred tax liabilities and deferred tax assets will be re-valued upon adoption of the new tax rate. A federal tax rate increase will increase net deferred tax assets with a corresponding decrease to provision for income taxes.

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Comparison of financial condition at

March 31, 2024 and December 31, 2023

Overview

Consolidated assets decreased $34.3 million to under $2.5 billion as of March 31, 2024 from over $2.5 billion as of December 31, 2023. The decrease in assets occurred primarily in cash and cash equivalents along with the investment portfolio partially offset by growth in the loan portfolio. Deposit growth was used to fund the loan portfolio and pay down short-term borrowings.

Funds Deployed:

Investment securities

At the time of purchase, management classifies investment securities into one of three categories: trading, available-for-sale (AFS) or held-to-maturity (HTM). To date, management has not purchased any securities for trading purposes. Some of the securities the Company purchases are classified as AFS even though there is no immediate intent to sell them. The AFS designation affords management the flexibility to sell securities and position the balance sheet in response to capital levels, liquidity needs or changes in market conditions. Debt securities AFS are carried at fair value on the consolidated balance sheets with unrealized gains and losses, net of deferred income taxes, reported separately within shareholders’ equity as a component of accumulated other comprehensive income (AOCI). Securities designated as HTM are carried at amortized cost and represent debt securities that the Company has the ability and intent to hold until maturity. For the three months ended March 31, 2024, AOCI declined by $1.4 million primarily due to the change in fair value of the Company's investment securities.

On April 1, 2022, the Company transferred agency and municipal bonds with a book value of $245.5 million from AFS to HTM in order to apply the accounting for securities HTM to mitigate the effect AFS accounting has on the balance sheet. The bonds that were transferred had the highest price volatility and consisted of fixed-rate securities representing 70% of the agency portfolio, 70% of the taxable municipal portfolio each laddered out on the short to intermediate part of the yield curve and 35% of the tax-exempt municipal portfolio on the long end of the yield curve were identified as the best candidates given the Company’s ability to hold those bonds to maturity. The market value of the securities on the date of the transfer was $221.7 million, after netting unrealized losses totaling $18.9 million. The $18.9 million, net of deferred taxes, recorded discount will be accreted into interest income, offset by the amortization of previously recognized losses in AOCI, over the life of the bonds. As of March 31, 2024, the carrying value of held-to-maturity securities was $224.6 million, net of $15.2 million in remaining transferred discount.

The Company utilized a fair value hedge to designate and swap a portion of the fixed rate AFS portfolio. The Company has an approved Derivative Policy that requires Board pre-approval on such balance sheet hedging activities as well as ongoing reporting to its ALCO Committee. The Board has approved up to $200 million in notional amount of pay-fixed interest rate swap and the Company has executed on $100 million to date.

During September 2023, the Company entered into a $100 million interest rate swap with a third-party financial institution to limit the risk to the investment portfolio of rising interest rates. The interest rate swap was designated as a fair value hedge and utilized a pay fixed interest rate swap to hedge the change in fair value attributable to the movement in the Secured Overnight Financing Rate ("SOFR"). The Company designated $50 million of the swap's notional balance as a hedge against the closed portfolio of 20-year mortgage-backed securities and $50 million as a hedge against the closed portfolio of tax-free municipal bonds. As of March 31, 2024, the Company recorded the fair value of the swap of $0.6 million in accrued interest payable and other liabilities on the consolidated balance sheet offset by a $0.6 million increase to the carrying value of designated investment securities.

As of March 31, 2024, the carrying value of investment securities amounted to $559.0 million, or 23% of total assets, compared to $568.3 million, or 23% of total assets, as of December 31, 2023. On March 31, 2024, 33% of the carrying value of the investment portfolio was comprised of U.S. Government Sponsored Enterprise residential mortgage-backed securities (MBS – GSE residential or mortgage-backed securities) that amortize and provide monthly cash flow that the Company can use for reinvestment, loan demand, unexpected deposit outflow, facility expansion or operations. The mortgage-backed securities portfolio includes only pass-through bonds issued by Fannie Mae, Freddie Mac and the Government National Mortgage Association (GNMA).

The Company’s municipal (obligations of states and political subdivisions) portfolio is comprised of tax-free municipal bonds with a book value of $201.2 million ($181.2 million including the remaining net unrealized loss transferred on HTM securities) and taxable municipal bonds with a book value of $91.9 million ($82.8 million including the remaining net unrealized loss transferred on HTM securities). The overall credit ratings of these municipal bonds were as follows: 36% AAA, 62% AA, and 1% A. For municipal securities HTM, the Company utilized a third-party model to analyze whether a credit loss reserve is needed for these bonds. The amount of the credit loss reserve calculated was immaterial because of the underlying strong credit quality of the municipal portfolio.

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During the first quarter of 2024, the carrying value of total investments decreased $9.3 million, or 2%. The decline was primarily due to principal reductions totaling $5.0 million, a decline in the unrealized loss position of $2.4 million in the AFS portfolio and a $1.5 million decrease in the fair value of the swap. The Company attempts to maintain a well-diversified and proportionate investment portfolio that is structured to complement the strategic direction of the Company. Its growth typically supplements the lending activities but also considers the current and forecasted economic conditions, the Company’s liquidity needs and interest rate risk profile, to the extent possible.

A comparison of investment securities at March 31, 2024 and December 31, 2023 is as follows:

	March 31, 2024										December 31, 2023
(dollars in thousands)	Amount		%			Book yield			Reprice term (years)		Amount		%			Book yield			Reprice term (years)
HTM securities:
Obligations of states & political subdivisions - tax exempt	$	83,498		15.0	%		2.1	%		20.6	$	83,483		14.8	%		2.1	%		20.8
Obligations of states & political subdivisions - taxable		59,458		10.6			2.1			11.1		59,368		10.4			2.1			11.3
Agency - GSE		81,656		14.6			1.4			6.2		81,382		14.3			1.4			6.4
Total HTM securities	$	224,612		40.2	%		1.8	%		12.9	$	224,233		39.5	%		1.8	%		13.1
AFS debt securities:
MBS - GSE residential	$	185,901		33.2	%		1.8	%		6.0	$	193,698		34.1	%		1.8	%		6.0
Obligations of states & political subdivisions - tax exempt		97,739		17.5			2.4			10.4		99,323		17.5			2.4			11.7
Obligations of states & political subdivisions - taxable		23,333		4.2			1.6			5.4		23,474		4.1			1.6			5.6
Agency - GSE		27,431		4.9			1.2			4.0		27,545		4.8			1.2			4.3
Total AFS debt securities	$	334,404		59.8	%		1.9	%		7.1	$	344,040		60.5	%		1.9	%		7.4
Total securities	$	559,016		100.0	%		1.9	%		9.3	$	568,273		100.0	%		1.9	%		9.6

The investment securities portfolio contained no private label mortgage-backed securities, collateralized mortgage obligations, collateralized debt obligations, or trust preferred securities. The portfolio had no adjustable-rate instruments as of March 31, 2024 and December 31, 2023.

Investment securities were comprised of AFS and HTM securities as of March 31, 2024 and December 31, 2023. The AFS securities were recorded with a net unrealized loss of $54.0 million and a net unrealized loss of $51.6 million as of March 31, 2024 and December 31, 2023, respectively. Of the $2.4 million net decline; $0.5 million was attributable to municipal securities; $1.7 million was attributable to mortgage-backed securities and $0.1 million was attributable to agency securities. During 2022, securities with net unrealized losses totaling $23.9 million were transferred to HTM, of which $0.6 million and $0.6 million was accreted into other comprehensive income for the three months ended March 31, 2024 and 2023. The direction and magnitude of the change in value of the Company’s investment portfolio is attributable to the direction and magnitude of the change in interest rates along the treasury yield curve. Generally, the values of debt securities move in the opposite direction of the changes in interest rates. As interest rates along the treasury yield curve rise, especially at the intermediate and long end, the values of debt securities tend to decline. Whether or not the value of the Company’s investment portfolio will change above or below its amortized cost will be largely dependent on the direction and magnitude of interest rate movements and the duration of the debt securities within the Company’s investment portfolio. Management does not consider the reduction in value attributable to changes in credit quality. Correspondingly, when interest rates decline, the market values of the Company’s debt securities portfolio could be subject to market value increases.

As of March 31, 2024, the Company had $294.4 million in public deposits, or 13% of total deposits. Pennsylvania state law requires the Company to maintain pledged securities on public and trust deposits or otherwise obtain a FHLB letter of credit or FDIC insurance for these customers. The Company also pledges securities for derivative instruments and certain borrowed funds. As of March 31, 2024, the balance of pledged securities required was $362.0 million, or 65% of total securities.

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Quarterly, management performs a review of the investment portfolio to determine the causes of declines in the fair value of each security. The Company uses inputs provided by independent third parties to determine the fair value of its investment securities portfolio. Inputs provided by the third parties are reviewed and corroborated by management. Evaluations of the causes of the unrealized losses are performed to determine whether credit losses on debt securities exist. Considerations such as the Company’s intent and ability to hold the securities until or sell prior to maturity, recoverability of the invested amounts over the intended holding period, the length of time and the severity in pricing decline below cost, the interest rate environment, the receipt of amounts contractually due and whether or not there is an active market for the securities, for example, are applied, along with an analysis of the financial condition of the issuer for management to make a realistic judgment of the probability that the Company will be unable to collect all amounts (principal and interest) due in determining whether a security has credit losses. If a decline in value is deemed to be a credit loss, a contra-asset is recorded on both HTM and AFS securities, limited by the amount that the fair value is less than the amortized cost basis. During the quarter ended March 31, 2024, the Company did not incur any credit losses on debt securities from its investment securities portfolio.

During January 2023 with the 10-year U.S. Treasury yield declining, $31.2 million of securities were able to be sold yielding 3.62% (FTE yield of 4.33%) at a breakeven level. These proceeds were used to pay down FHLB overnight borrowings costing 4.80% at that time. Due to volatility in the levels of borrowings during October 2023 and the increasing expected dependency on borrowing capacity from experiencing deposit fluctuations while funding loan growth, the Company evaluated a liquidity strategy to deleverage the reliance on short-term borrowings. As a result of this evaluation, in November 2023, the Company sold longer term available-for-sale general market tax-free municipal securities with a carrying value of $35.6 million with a weighted average yield of 1.28% with a 13.5 year weighted average maturity as part of a liquidity and net interest margin enhancement strategy for a $6.5 million loss recognized in gain (loss) on sale of available-for-sale debt securities. The $29.1 million in proceeds received were used to retire short-term borrowings with a cost of approximately 5.50%. While the Company has ample funding sources available, management felt it prudent to create additional capacity for the borrowings over the near term should the banking industry again experience funding pressures as it did in March of this past year. In addition, since the municipal securities sold were purchased in a much lower rate environment, there is an immediate improvement in net interest margin (NIM) of over 5 bps as a result of paying down the borrowing with the sale proceeds. The sale removes a 422 basis point negative spread and will contribute towards incrementally improving net interest income, earnings per share and NIM every year starting in 2024. The cost savings from paying down the advances with the sale of low yielding bonds will also allow the pre-tax loss of $6.5 million realized on the sale to be fully recouped prior to the term of the bonds sold.

Restricted investments in bank stock

Investment in Federal Home Loan Bank (FHLB) stock is required for membership in the organization and is carried at cost since there is no market value available. The amount the Company is required to invest is dependent upon the relative size of outstanding borrowings the Company has with the FHLB of Pittsburgh. Excess stock is repurchased from the Company at par if the amount of borrowings decline to a predetermined level. In addition, the Company earns a return or dividend based on the amount invested. Atlantic Community Bankers Bank (ACBB) stock totaled $82 thousand as of March 31, 2024 and December 31, 2023. The balance in FHLB stock was $4.0 million and $3.9 million as of March 31, 2024 and December 31, 2023, respectively. The dividends received from the FHLB totaled $73 thousand and $65 thousand for the three months ended March 31, 2024 and 2023, respectively.

Loans held-for-sale (HFS)

Upon origination, most residential mortgages and certain Small Business Administration (SBA) guaranteed loans may be classified as held-for-sale (HFS). In the event of market rate increases, fixed-rate loans and loans not immediately scheduled to re-price would no longer produce yields consistent with the current market. In declining interest rate environments, the Company would be exposed to prepayment risk as rates on fixed-rate loans decrease, and customers look to refinance loans. Consideration is given to the Company’s current liquidity position and projected future liquidity needs. To better manage prepayment and interest rate risk, loans that meet these conditions may be classified as HFS. Occasionally, residential mortgage and/or business loans may be transferred from the loan portfolio to HFS. The carrying value of loans HFS is based on the lower of cost or estimated fair value. If the fair values of these loans decline below their original cost, the difference is written down and charged to current earnings. Subsequent appreciation in the portfolio is credited to current earnings but only to the extent of previous write-downs.

As of March 31, 2024 and December 31, 2023, loans HFS consisted of residential mortgages with carrying amounts of $0.3 million and $1.5 million, respectively, which approximated their fair values. During the three months ended March 31, 2024, residential mortgage loans with principal balances of $10.8 million were sold into the secondary market and the Company recognized net gains of $0.2 million, compared to $11.1 million and $0.1 million, respectively, during the three months ended March 31, 2023.

The Company retains mortgage servicing rights (MSRs) on loans sold into the secondary market. MSRs are retained so that the Company can foster relationships. At March 31, 2024 and December 31, 2023, the servicing portfolio balance of sold residential mortgage loans was $479.3 million and $477.7 million, respectively, with mortgage servicing rights of $1.4 million and $1.5 million for the same periods, respectively.

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Loans and leases

As of March 31, 2024, the Company had gross loans and leases totaling $1.7 billion, an increase of $12.0 million, or 1%, compared to $1.7 billion at December 31, 2023.

During the three months ended March 31, 2024, the growth in the portfolio was primarily attributed to a $16.7 million increase in the commercial portfolio due to an origination to a single municipal borrower totaling $15 million and standard portfolio growth and a $7.3 million increase in the residential portfolio, the result of a higher percentage of adjustable-rate mortgages recorded as held-for-investment during this period. This growth was offset by the $12.1 million reduction in the consumer portfolio attributed to a strategic reduction in the auto portfolio.

As management continues to identify ways to optimize the Company’s balance sheet, the focus is to lend in areas that provide better risk-adjusted returns and improved opportunities to deepen relationships with our customers. This could result in a change in the composition of the loan portfolio in future periods.

The composition of the loan portfolio at March 31, 2024 and December 31, 2023 is summarized as follows:

	March 31, 2024						December 31, 2023
(dollars in thousands)	Amount			%			Amount			%
Commercial and industrial:
Commercial	$	152,953			9.0	%	$	152,640			9.0	%
Municipal		113,058			6.7			94,724			5.6
Commercial real estate:
Non-owner occupied		305,962			18.0			311,565			18.5
Owner occupied		299,394			17.6			304,399			18.0
Construction		48,473			2.9			39,823			2.4
Consumer:
Home equity installment		55,626			3.3			56,640			3.4
Home equity line of credit		52,564			3.1			52,348			3.1
Auto loans - Recourse		10,980			0.6			10,756			0.6
Auto loans - Non-recourse		102,622			6.0			112,595			6.7
Direct finance leases		32,544			1.9			33,601			2.0
Other		16,045			0.9			16,500			1.0
Residential:
Real estate		475,712			28.0			465,010			27.7
Construction		33,174			2.0			36,536			2.2
Gross loans		1,699,107			100.0	%		1,687,137			100.0	%
Less:
Allowance for credit losses		(18,886	)					(18,806	)
Unearned lease revenue		(2,079	)					(2,039	)
Net loans	$	1,678,142					$	1,666,292

Loans held-for-sale	$	271					$	1,457

Commercial & industrial (C&I) and commercial real estate (CRE)

As of March 31, 2024, the commercial portfolio increased by $16.7 million, or 2%, to $919.8 million compared to the December 31, 2023 balance of $903.1 million due to growth of $18.6 million in commercial and industrial loans partially offset by a $1.9 million reduction in commercial real estate loans.

Commercial and industrial loans are generally secured with short-term assets; however, in many cases, additional collateral such as real estate is provided as additional security for the loan. Loan-to-value maximum values have been established by the Company and are specific to the type of collateral. Collateral values may be determined using invoices, inventory reports, accounts receivable aging reports, independent collateral appraisals, etc.

For the three months ended March 31, 2024, commercial and industrial (non-municipal) loans increased $0.3 million from $152.6 million at December 31, 2023 to $152.9 million at March 31, 2024, which was the result of originations and advances outpacing scheduled payments and curtailments.

Municipal loans are secured by the full faith and credit of respective local government units located in the Commonwealth of Pennsylvania authorized in accordance with the Local Government Unit Debt Act. These loans have a long history of performance within contractual terms with no defaults noted.

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For the three months ended March 31, 2024, municipal loans increased $18.3 million, or 19%, from $94.7 million at December 31, 2023 to $113.0 million at March 31, 2024, which was attributed to the origination of a Tax Anticipation Note to a single municipal borrower totaling $15 million.

Commercial real estate loans generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions and the complexities involved in valuing the underlying collateral whose values tend to move inversely with interest rates. These loans are secured with mortgages, or commercial real estate mortgages (CREM) against the subject property. In underwriting commercial real estate construction loans, the Company performs a robust analysis of the financial condition of the borrower, the borrower’s credit history, and the reliability and predictability of the cash flow generated by the project using feasibility studies, market data, etc. Appraisals on properties securing commercial real estate loans originated by the Company are performed by independent appraisers consistent with Uniform Standards of Professional Appraisal Practice (USPAP) standards and compliant with Financial Institutions Reform, Recovery, and Enforcement Act (FIRREA).

Non-owner occupied CRE loans are commercial loans not occupied by their owners and thus rely on income from third parties, including multi-family residential tenants and commercial tenants representing various industries. Underwriting on non-owner occupied CRE loans evaluates cash flow derived from the respective tenants and the industries they occupy. As such, management considers non-owner occupied CRE loans as having a higher risk profile than owner occupied CRE loans. In keeping with its risk appetite and relationship management strategy, the Company avoids speculative commercial office space and prefers loans to projects that have sufficient equity, or loan to value, and have either S&P rated tenants with long term leases, loans structured with personal guarantees of owners whose personal financial strength provides meaningful cash flow support to supplement rental income volatility, residential projects with stable rents in desirable locations, or projects with sufficient diversity and industries proven to provide lower risk over the long term.

For the three months ended March 31, 2024, non-owner occupied commercial real estate loans decreased $5.6 million, or 2%, from $311.6 million at December 31, 2023 to $306.0 million at March 31, 2024, which was attributed to scheduled monthly payments.

Owner occupied commercial real estate loans rely on income generated from the respective owners’ businesses. Therefore, underwriting on owner occupied CRE loans emphasizes the owner’s cash flow and financial conditions while the real estate typically represents the owners' primary business location. As such, management considers owner occupied CRE loans as having a lower risk profile than non-owner occupied CRE loans.

For the three months ended March 31, 2024, owner occupied commercial real estate decreased $5.0 million, or 2%, from $304.4 million on December 31, 2023, to $299.4 million at March 31, 2024, which was attributed to scheduled monthly payments.

Construction lending consists of commercial and residential site development loans, as well as commercial building construction and residential housing construction loans. Management prefers lending to well-established developers with a proven track record and strong business and guaranteed with owners’ personal financial conditions.

For the three months ended March 31, 2024, commercial construction loans increased $8.7 million, or 22%, from $39.8 million on December 31, 2023 to $48.5 million at March 31, 2024. This increase was attributed to $4.8 million in commercial construction commitments originated during the quarter and $8.1 million in advances during the quarter on commercial construction loan availability booked prior to December 31, 2023. These advances were partially offset by $1.9 million of pay downs and $2.3 million in projects that stabilized and were converted to owner and non-owner commercial real estate loans during the quarter.

Consumer

The consumer loan portfolio consisted of home equity installment, home equity line of credit, non-recourse auto loans, recourse auto loans, direct finance leases and other consumer loans.

As of March 31, 2024, the total consumer loan portfolio decreased by $12.1 million, or 4%, to $270.4 million compared to the December 31, 2023 balance of $282.5 million, primarily due to a strategic reduction in the indirect auto portfolio resulting from payoffs/paydowns with minimal originations. For the remainder of 2024, the Company expects maturities of approximately $37 million in the dealer portfolio with minimal originations.

Residential

As of March 31, 2024, the residential loan portfolio increased by $7.3 million, or 1%, to $508.9 million compared to the December 31, 2023 balance of $501.6 million. The increase was due to a shift from mortgage loans sold in the secondary market to loans held-for-investment, primarily jumbo mortgages with rates fixed for 5, 7 or 10 years with adjustable rates thereafter.

The residential loan portfolio consisted primarily of held-for-investment residential loans for primary residences, including approximately $385 million in fixed-rate and $90 million in adjustable-rate mortgages as of March 31, 2024.

The Company considers its portfolio segmentation, including the real estate secured portfolio, to be normal and reasonably diversified. The banking industry is affected by general economic conditions including, among other things, the effects of real estate values. The Company ensures that its mortgage lending adheres to standards of secondary market compliance. Furthermore, the Company’s credit function strives to mitigate the negative impact of economic conditions by maintaining strict underwriting principles for all loan types.

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Allowance for credit losses

Management continually evaluates the credit quality of the Company’s loan portfolio and performs a formal review of the adequacy of the allowance for credit losses (ACL) on a quarterly basis. The allowance reflects management’s best estimate of the amount of expected credit losses in the loan portfolio. When estimating the net amount expected to be collected, Management considers the effects of past events, current conditions, and reasonable and supportable forecasts of the collectability of the Company’s financial assets. Those estimates may be susceptible to significant change. Loan losses are charged directly against the allowance when loans are deemed to be uncollectible. Recoveries from previously charged-off loans are added to the allowance when received.

The methodology to analyze the adequacy of the ACL is based on seven primary components:

●

Segmentation: Financial assets are segmented based on similar risk characteristics.

●

Credit loss measurement method: Multiple measurement methods for estimating ACLs are allowable per Accounting Standards Codification (ASC) Topic 326. The Company applies different estimation methods to different groups of financial assets. The discounted cash flow method is used for the commercial & industrial, commercial real estate non-owner occupied, commercial real estate owner occupied, commercial construction, home equity installment loan, home equity line of credit, residential real estate, and residential construction pools. The weighted average remaining maturity (WARM) method is used for the municipal, non-recourse auto, recourse auto, direct finance lease, and consumer other pools.

●

Reasonable and supportable forecasts: ASC Topic 326 requires management to consider reasonable and supportable forecasts that affect expected collectability of financial assets. As such, the Company’s forecasts incorporate anticipated changes in the economic environment that may affect credit loss estimates over a time horizon when management can reasonably support and document expectations. Forward-looking information may reflect positive or negative expectations relative to the current environment. As of the reporting date, management is using the median Federal Open Market Committee (FOMC) National Gross Domestic Product (GDP) and unemployment rate forecasts as well as the Federal Housing Finance Agency (FHFA) House Price Index (HPI) for its reasonable and supportable forecasts. The Company currently uses a 12-month (4 quarter) reasonable and supportable forecast period.

●

Reversion period: ASC Topic 326 does not require management to estimate a reasonable and supportable forecast for the entire contractual life of financial assets. Management may apply reversion techniques for the contractual life remaining after considering the reasonable and supportable forecast period, which allows management to apply a historical loss rate to latter periods of the financial asset’s life. The Company currently uses a 12 month (4 quarter) straight-line reversion period.

●

Qualitative factor adjustments: The Company’s ACL estimate considers all significant factors relevant to the expected collectability of its financial assets as of the reporting date; Qualitative factors reflect the impact of conditions not captured elsewhere, such as the historical loss data or within the economic forecast. The qualitative considerations can be captured directly within measurement models or as additional components in the overall ACL methodologies. Currently, the Company uses the following qualitative factors:

levels of and trends in delinquencies and non-accrual loans;

levels of and trends in charge-offs and recoveries;

trends in volume and terms of loans;

changes in risk selection and underwriting standards;

changes in lending policies and legal and regulatory requirements;

experience, ability and depth of lending management;

national and local economic trends and conditions;

changes in credit concentrations; and

changes in underlying collateral.

A key control related to the allowance is the Company’s Special Assets Committee. This committee meets quarterly, and the applicable lenders discuss each relationship under review and reach a consensus on the appropriate estimated loss amount, if applicable, based on current accounting guidance. The Special Assets Committee’s focus is on ensuring the pertinent facts are considered regarding not only loans considered for specific reserves, but also the collectability of loans that may be past due in payment. The assessment process also includes the review of all loans on a non-accruing basis as well as a review of certain loans to which the lenders or the Company’s Credit Administration function have assigned a criticized or classified risk rating.

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The following tables set forth the activity in the allowance for credit losses and certain key ratios for the period indicated:



(dollars in thousands)	As of and for the three months ended March 31, 2024			As of and for the twelve months ended December 31, 2023			As of and for the three months ended March 31, 2023

Balance at beginning of period	$	18,806		$	17,149		$	17,149

Charge-offs:
Commercial and industrial		(114	)		(320	)		(170	)
Commercial real estate		(5	)		(91	)		(32	)
Consumer		(107	)		(463	)		(101	)
Residential		-			-			-
Total		(226	)		(874	)		(303	)

Recoveries:
Commercial and industrial		2			57			20
Commercial real estate		155			44			39
Consumer		22			165			72
Residential		2			30			9
Total		181			296			140
Net charge-offs		(45	)		(578	)		(163	)
Impact of adopting ASC 326		-			618			618
Initial allowance on loans purchased with credit deterioration		-			126			126
Provision for credit losses on loans		125			1,491			180
Balance at end of period	$	18,886		$	18,806		$	17,910

Allowance for credit losses to total loans		1.11	%		1.12	%		1.10	%
Net charge-offs to average total loans outstanding (annualized)		0.01	%		0.04	%		0.04	%
Average total loans	$	1,696,669		$	1,635,286		$	1,609,655
Loans 30 - 89 days past due and accruing	$	2,171		$	4,487		$	849
Loans 90 days or more past due and accruing	$	12		$	14		$	17
Non-accrual loans	$	3,557		$	3,308		$	3,342
Allowance for credit losses to non-accrual loans		5.31	x		5.69	x		5.36	x
Allowance for credit losses to non-performing loans		5.29	x		5.66	x		5.33	x

For the three months ended March 31, 2024, the allowance increased $80 thousand, or less than 1%, to $18.9 million from $18.8 million at December 31, 2023. The increase in the allowance was based on provisioning of $125 thousand partially offset by net charge-offs of $45 thousand.

Management believes that the current balance in the allowance for credit losses is sufficient to meet the identified potential credit quality issues that may arise and other issues unidentified but inherent to the portfolio. Potential problem loans are those where there is known information that leads management to believe repayment of principal and/or interest is in jeopardy and the loans are currently neither on non-accrual status nor past due 90 days or more.

Key loss driver assumptions used in the allowance estimate included the median Federal Open Market Committee (FOMC) National Gross Domestic Product (GDP) and unemployment rate forecasts, the Federal Housing Finance Agency (FHFA) House Price Index (HPI), prepayment and curtailment rates, and estimated remaining loan lives. Although key loss driver assumptions used in the ACL estimate remained largely stable from the estimate as of December 31, 2023 to the estimate as of March 31, 2024, the ACL on absolute terms increased based on growth in the loan and lease portfolio and changes in the composition of the portfolio along with slower prepayment and curtailment rates offset by more favorable economic forecasts.

Qualitative factors for the ACL estimate as of March 31, 2024 were largely unchanged during the quarter with an increase in consumer other pool due to sequential rise in delinquency and decrease in the non recourse auto pool due to a sequential decline in delinquency.

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The allocation of net charge-offs among major categories of loans are as follows for the periods indicated:

(dollars in thousands)		For the three months ended March 31, 2024		% of Total Net Charge-offs			For the three months ended March 31, 2023		% of Total Net Charge-offs
Net charge-offs
Commercial and industrial	$	(112	)	249	%	$	(150	)	92	%
Commercial real estate		150		(334	)		7		(4	)
Consumer		(85	)	189			(29	)	18
Residential		2		(4	)		9		(6	)
Total net charge-offs	$	(45	)	100	%	$	(163	)	100	%

For the three months ended March 31, 2024, net charge-offs against the allowance totaled $45 thousand compared with net charge-offs of $163 thousand for the three months ended March 31, 2023, representing a $118 thousand, or 72%, decrease due to a $125 thousand recovery from a single commercial real estate borrower. Net charge-offs declined as a percentage of the total loan portfolio at 0.01% for the three months ended March 31, 2024 compared to 0.04% for the three months ended March 31, 2023.

For a discussion on the provision for credit losses, see the “Provision for credit losses,” located in the results of operations section of management’s discussion and analysis contained herein.

The allowance for credit losses can generally absorb losses throughout the loan portfolio. However, in some instances an allocation is made for specific loans or groups of loans. Allocation of the allowance for credit losses for different categories of loans is based on the methodology used by the Company, as previously explained. The changes in the allocations from period-to-period are based upon quarter-end reviews of the loan portfolio.

Allocation of the allowance among major categories of loans for the periods indicated, as well as the percentage of loans in each category to total loans, is summarized in the following table. This table should not be interpreted as an indication that charge-offs in future periods will occur in these amounts or proportions, or that the allocation indicates future charge-off trends. When present, the portion of the allowance designated as unallocated is within the Company’s guidelines:

	March 31, 2024								December 31, 2023								March 31, 2023
			% of			Category					% of			Category					% of			Category
			Total			% of					Total			% of					Total			% of
(dollars in thousands)	Allowance		Allowance			Loans			Allowance		Allowance			Loans			Allowance		Allowance			Loans
Category
Commercial real estate	$	8,824		47	%		38	%	$	8,835		47	%		39	%	$	8,157		46	%		38	%
Commercial and industrial		1,904		10			16			1,850		10			15			2,550		14			15
Consumer		2,263		12			16			2,391		13			16			2,448		14			18
Residential real estate		5,846		31			30			5,694		30			30			4,683		26			29
Unallocated		49		-			-			36		-			-			72		-			-
Total	$	18,886		100	%		100	%	$	18,806		100	%		100	%	$	17,910		100	%		100	%

As of March 31, 2024, the commercial real estate loan portfolio, comprised 47% of the total allowance for credit losses unchanged from December 31, 2023. As of March 31, 2024, the commercial real estate loan portfolio was 38% of the total loan and lease portfolio indicative of a higher relative reserve, which is attributed to the longer average duration and inherent risk of the portfolio.

As of March 31, 2024, the commercial and industrial portfolio, comprised 10% of the total allowance for credit losses unchanged from December 31, 2023. As of March 31, 2024, the commercial and industrial portfolio was 16% of the total loan and lease portfolio indicative of a lower relative reserve, which is attributed to the shorter average duration of this portfolio and lower relative risk, specifically from the municipal portfolio.

As of March 31, 2024, the consumer portfolio, comprised 12% of the total allowance for credit losses compared with 13% on December 31, 2023. As of March 31, 2024, the consumer portfolio is 16% of the total loan and lease portfolio indicative of a lower relative reserve, which is attributed to the shorter average duration of this portfolio and lower relative risk, specifically from the indirect recourse and direct finance lease portfolios.

As of March 31, 2024, the residential portfolio, comprised 31% of the total allowance for credit losses compared with 30% on December 31, 2023. As of March 31, 2024, the residential portfolio is 30% of the total loan and lease portfolio indicative of a reserve that is proportionally representative of the loan portfolio.

As of March 31, 2024, the unallocated reserve, representing the portion of the allowance not specifically identified with a loan or groups of loans, was less than 1% of the total allowance for credit losses, unchanged from December 31, 2023.

Non-performing assets

The Company defines non-performing assets as accruing loans past due 90 days or more, non-accrual loans, other real estate owned (ORE) and repossessed assets.

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The following table sets forth non-performing assets data as of the period indicated:

(dollars in thousands)	March 31, 2024			December 31, 2023			March 31, 2023

Loans past due 90 days or more and accruing	$	12		$	14		$	17
Non-accrual loans		3,557			3,308			3,342
Total non-performing loans		3,569			3,322			3,359
Other real estate owned and repossessed assets		220			1			87
Total non-performing assets	$	3,789		$	3,323		$	3,446

Total loans, including loans held-for-sale	$	1,697,299		$	1,686,555		$	1,627,155
Total assets	$	2,468,896		$	2,503,159		$	2,443,021
Non-accrual loans to total loans		0.21	%		0.20	%		0.21	%
Non-performing loans to total loans		0.21	%		0.20	%		0.21	%
Non-performing assets to total assets		0.15	%		0.13	%		0.14	%

Management continually monitors the loan portfolio to identify loans that are either delinquent or are otherwise deemed by management unable to repay in accordance with contractual terms. Generally, loans of all types are placed on non-accrual status if a loan of any type is past due 90 or more days or if collection of principal and interest is in doubt. Further, unsecured consumer loans are charged-off when the principal and/or interest is 90 days or more past due. Uncollected interest income accrued on all loans placed on non-accrual is reversed and charged to interest income.

Non-performing assets represented 0.15% of total assets at March 31, 2024 compared with 0.13% at December 31, 2023. The increase resulted from a $0.5 million, or 14%, increase in non-performing assets and a $34.3 million, or 1%, reduction in total assets during this period. Non-performing assets increased due to a $0.3 million increase in non-accrual loans and $0.2 million increase in other real estate owned.

At March 31, 2024, there were a total of 37 non-accrual loans to 32 unrelated borrowers with balances that ranged from less than $1 thousand to $1.3 million, or $3.6 million in the aggregate. At December 31, 2023, there were a total of 32 non-accrual loans to 26 unrelated borrowers with balances that ranged from less than $1 thousand to $1.3 million, or $3.3 million in the aggregate.

Loans past due 90 days or more accruing totaled $12 thousand, which was comprised of one direct finance lease as of March 31, 2024 compared to one direct finance lease totaling $14 thousand as of December 31, 2023. All loans were well secured and in the process of collection.

The Company seeks payments from all past due customers through an aggressive customer communication process. Unless well-secured and in the process of collection, past due loans will be placed on non-accrual at the 90-day point when it is deemed that a customer is non-responsive and uncooperative to collection efforts.

The composition of non-performing loans as of March 31, 2024 is as follows:

			Past due
	Gross		90 days or		Non-		Total non-		% of
	loan		more and		accrual		performing		gross
(dollars in thousands)	balances		still accruing		loans		loans		loans
Commercial and industrial:
Commercial	$	152,953	$	-	$	55	$	55		0.04	%
Municipal		113,058		-		-		-		-
Commercial real estate:
Non-owner occupied		305,962		-		525		525		0.17	%
Owner occupied		299,394		-		2,035		2,035		0.68	%
Construction		48,473		-		-		-		-
Consumer:
Home equity installment		55,626		-		79		79		0.14	%
Home equity line of credit		52,564		-		366		366		0.70	%
Auto loans-Recourse		10,980		-		-		-		-
Auto loans-Non Recourse		102,622		-		35		35		0.03	%
Direct finance leases *		30,465		12		-		12		0.04	%
Other		16,045		-		24		24		0.15	%
Residential:
Real estate		475,712		-		438		438		0.09	%
Construction		33,174		-		-		-		-
Loans held-for-sale		271		-		-		-		-
Total	$	1,697,299	$	12	$	3,557	$	3,569		0.21	%

*Net of unearned lease revenue of $2.1 million.

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Payments received from non-accrual loans are recognized on a cost recovery method. Payments are first applied to the outstanding principal balance, then to the recovery of any charged-off loan amounts. Any excess is treated as a recovery of interest income. If the non-accrual loans that were outstanding as of March 31, 2024 had been performing in accordance with their original terms, the Company would have recognized interest income with respect to such loans of $79 thousand.

Foreclosedassets held-for-sale

From December 31, 2023 to March 31, 2024, foreclosed assets held-for-sale (ORE) increased from $1 thousand to $220 thousand, a $219 thousand increase, which was attributed to one commercial property totaling $219 thousand added to ORE.

The following table sets forth the activity in the ORE component of foreclosed assets held-for-sale:

	March 31, 2024				December 31, 2023
(dollars in thousands)	Amount		#		Amount			#

Balance at beginning of period	$	1		1	$	168			2

Additions		219		1		86			1
Pay downs		-				-
Write downs		-				-
Transfers		-				(253	)		-2
Sold		-				-			-
Balance at end of period	$	220		2	$	1			1

As of March 31, 2024, ORE consisted of two properties totaling $220 thousand, one of which was added in 2017 and one of which was added in 2024. Both properties were under agreement of sale.

As of March 31, 2024 and December 31, 2023, the Company had no other repossessed assets held-for-sale.

Cash surrender value of bank owned life insurance

The Company maintains bank owned life insurance (BOLI) for a chosen group of employees at the time of purchase, namely its officers, where the Company is the owner and sole beneficiary of the policies. BOLI is classified as a non-interest earning asset. Increases or decreases in the cash surrender value are recorded as components of non-interest income. The BOLI is profitable from the appreciation of the cash surrender values of the pool of insurance and its tax-free advantage to the Company. This profitability is used to offset a portion of current and future employee benefit costs. The BOLI cash surrender value build-up can be liquidated if necessary, with associated tax costs. However, the Company intends to hold this pool of insurance, because it provides income that supports employee benefit cost increases which enhances the Company’s capital position. Therefore, the Company has not provided for deferred income taxes on the earnings from the increase in cash surrender value. The Company received a death benefit claim on two owned policies and received $0.8 million in return of cash surrender value and $0.1 million in other income during the first quarter of 2023.

Premises and equipment

Net of depreciation, premises and equipment increased $0.7 million during the first three months of 2024. The Company purchased $0.2 million in fixed assets and added $1.1 million in construction in process during the first quarter of 2024. These increases were partially offset by $0.6 million in depreciation expense. The Company opened a new branch in Wilkes-Barre in 2023. The Company has continued the remodeling of the Main Branch located in Dunmore, PA and construction is expected to be completed during the second quarter of 2024. The Company began corporate headquarters construction which may continue to increase construction in process and is evaluating its branch network looking for consolidation that makes sense for more efficient operations.

On December 23, 2020, the Commonwealth of Pennsylvania authorized the release of $2.0 million in Redevelopment Assistance Capital Program (RACP) funding for the Company’s headquarters project in Lackawanna County. On December 2, 2021, the Company announced it would be receiving an additional $2.0 million in RACP funding in support of the project. The $4.0 million in total RACP grant funds will be allocated to the renovation and rehabilitation of the historic building located in downtown Scranton which will be used for the new corporate headquarters. As of March 31, 2024, the Company incurred $5.9 million in costs for the corporate headquarters and currently estimates, based on available information, that net remaining costs could range from $19 million to $24 million. This range estimate may expand because it is subject to supply chain issues, commodities and labor pricing and results of final planning spanning over approximately two years through early 2025. In addition, the Company is now eligible for a federal historic preservation tax credit which would provide a 20% tax credit on qualified improvements on the historic property.

Other assets

During the first three months of 2024, the $0.8 million increase in other assets was due mostly to a $1.0 million increase in prepaid expenses.

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Funds Provided:

Deposits

The Company is a community based commercial depository financial institution, member FDIC, which offers a variety of deposit products with varying ranges of interest rates and terms. Generally, deposits are obtained from consumers, businesses and public entities within the communities that surround the Company’s 21 branch offices and all deposits are insured by the FDIC up to the full extent permitted by law. Deposit products consist of transaction accounts including: savings; clubs; interest-bearing checking; money market and non-interest bearing checking (DDA). The Company also offers short- and long-term time deposits or certificates of deposit (CDs). CDs are deposits with stated maturities which can range from seven days to ten years. Cash flow from deposits is influenced by economic conditions, changes in the interest rate environment, pricing and competition. To determine interest rates on its deposit products, the Company considers local competition, spreads to earning-asset yields, liquidity position and rates charged for alternative sources of funding such as short-term borrowings and FHLB advances.

The following table represents the components of deposits as of the date indicated:

	March 31, 2024					December 31, 2023
(dollars in thousands)	Amount		%			Amount		%

Interest-bearing checking	$	670,001		30.2	%	$	710,094		32.9	%
Savings and clubs		201,766		9.1			203,446		9.4
Money market		536,897		24.2			495,773		23.0
Certificates of deposit		269,508		12.2			212,969		9.9
Total interest-bearing		1,678,172		75.7			1,622,282		75.2
Non-interest bearing		537,824		24.3			536,143		24.8
Total deposits	$	2,215,996		100.0	%	$	2,158,425		100.0	%

Total deposits increased $57.6 million, or 3%, to $2.2 billion at March 31, 2024 from $2.2 billion at December 31, 2023. Money market accounts increased $41.1 million primarily due to an increase in business and personal account balances and transfers of funds from checking and savings accounts. During the first quarter of 2024, two accounts to one public customer with a balance of $12.2 million at the end of 2023 were transferred from non-interest bearing to interest-bearing checking accounts. Excluding the transfer, non-interest bearing checking accounts would have increased $13.8 million primarily due to growth in checking account balances and new relationships. Partially offsetting these increases, interest-bearing checking accounts decreased $40.1 million during the first quarter of 2024 primarily due to one relationship that transferred approximately $45 million from interest-bearing checking accounts to CDs. During the first quarter of 2024, the Company also purchased $22.5 million in interest-bearing deposits from the ICS one-way buy program. The decline in other interest-bearing checking accounts was due to personal and business account decreases. Savings and club accounts also decreased $1.7 million primarily due to personal savings declines and shifts to CDs and money market accounts. The Company focuses on obtaining a full-banking relationship with existing core operating checking account customers as well as forming new customer relationships. The Company will continue to execute on its relationship development strategy, explore the demographics within its marketplace and develop targeted programs for its customers to maintain and grow core deposits. For 2023 and 2024, the Company experienced deposit balance declines as clients transferred their deposits to investments to earn higher interest and pay down debts and consumer spending. We currently expect this trend of cash usage, due to the impact of inflation on consumer and business spending and deposit mix shifts caused by the highly competitive interest rate environment, to continue throughout 2024. Seasonal public deposit fluctuations are expected to remain volatile and at times may partially offset future deposit growth.

Partially offsetting these non-maturing deposit decreases, CDs increased $56.5 million, or 27%, during the first quarter of 2024. As described above, one relationship transferred approximately $45 million from interest-bearing checking accounts to CDARs. The Company expects the highly competitive deposit environment to continue into 2024 with promotional money market and CDs continuing to gain favor. As a result, the Company expects the majority of deposit growth in 2024 to stem from the CD portfolio.

The Company uses the Certificate of Deposit Account Registry Service (CDARS) reciprocal program and Insured Cash Sweep (ICS) reciprocal program to obtain FDIC insurance protection for customers who have large deposits that at times may exceed the FDIC maximum insured amount of $250,000. The Company had $47.0 million and $1.4 in CDARs as of March 31, 2024 and December 31, 2023. As of March 31, 2024 and December 31, 2023, ICS reciprocal deposits represented $129.8 million and $151.4 million, or 6% and 7%, of total deposits which are included in interest-bearing checking accounts in the table above. The $21.6 million decrease in ICS deposits is primarily due to several large business relationships that transferred deposits to other interest-bearing accounts held at the bank.

As of March 31, 2024, total uninsured deposits were estimated to be $742.4 million, or 34% of total deposits. The estimate of uninsured deposits is based on the same methodologies and assumptions used for regulatory reporting requirements. The Company aggregates deposit products by taxpayer identification number and classifies into ownership categories to estimate amounts over the FDIC insurance limit. As of March 31, 2024, the ratio of uninsured and non-collateralized deposits to total deposits was approximately 18%. Collateralized deposits totaled $334.6 million, or 15%, of total deposits as of March 31, 2024.

The maturity distribution of certificates of deposit that meet or exceed the FDIC limit, by account, at March 31, 2024 is as follows:

(dollars in thousands)
Three months or less	$	15,976
More than three months to six months		14,440
More than six months to twelve months		48,125
More than twelve months		2,798
Total	$	81,339

Approximately 53% of the CDs, with a weighted-average interest rate of 3.72%, are scheduled to mature in 2024 and an additional 44%, with a weighted-average interest rate of 4.27%, are scheduled to mature in 2025. Renewing CDs are currently expected to re-price to lower market rates depending on the rate on the maturing CD, the pace and direction of interest rate movements, the shape of the yield curve, competition, the rate profile of the maturing accounts and depositor preference for alternative, non-term products. The Company plans to continue to address repricing CDs in the ordinary course of business on a relationship pricing basis and is prepared to match rates when prudent to maintain relationships. The Company will continue to develop CD promotional programs when the Company deems that it is economically feasible to do so or when demand exists. The Company will consider the needs of the customers and simultaneously be mindful of the liquidity levels, borrowing rates and the interest rate sensitivity exposure of the Company.

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Short-term borrowings

Borrowings are used as a complement to deposit generation as an alternative funding source whereby the Company will borrow under advances from the FHLB of Pittsburgh and other correspondent banks for asset growth and liquidity needs.

Short-term borrowings may include overnight balances with FHLB's line of credit and/or correspondent bank’s federal funds lines which the Company may require to fund daily liquidity needs such as deposit outflow, loan demand and operations. The Company used $25.0 million in short-term borrowings to fund loan growth during the first quarter of 2024. As of March 31, 2024, the short-term borrowings were comprised of $25.0 million borrowed through the Federal Reserve Bank Term Funding Program (BTFP) up to one year with a weighted average rate of 4.76% by pledging $25.0 million in securities. As of March 31, 2024, the Company had the ability to borrow an additional $147.6 million from the Federal Reserve borrower-in-custody program, full availability of $150.0 million in overnight borrowings with the FHLB open-repo line of credit and $20.0 million from lines of credit with correspondent banks.

Secured borrowings

As of March 31, 2024 and December 31, 2023, the Company had 6 and 8 secured borrowing agreements with third parties with a carrying value of $7.3 million and $7.4 million, respectively, related to certain sold loan participations that did not qualify for sales treatment acquired from Landmark. Secured borrowings are expected to decrease for 2024 from scheduled amortization and, when possible, early pay-offs.

FHLB advances

The Company had no FHLB advances as of March 31, 2024 and December 31, 2023. As of March 31, 2024, the Company had the ability to borrow up to $675.5 million from the FHLB, net of any overnight borrowings utilized. The Company does not expect to have any FHLB advances for the remainder of 2024.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Management of interest rate risk and market risk analysis.

The adequacy and effectiveness of an institution’s interest rate risk management process and the level of its exposures are critical factors in the regulatory evaluation of an institution’s sensitivity to changes in interest rates and capital adequacy. Management believes the Company’s interest rate risk measurement framework is sound and provides an effective means to measure, monitor, analyze, identify and control interest rate risk in the balance sheet.

The Company is subject to the interest rate risks inherent in its lending, investing and financing activities. Fluctuations of interest rates will impact interest income and interest expense along with affecting market values of all interest-earning assets and interest-bearing liabilities, except for those assets or liabilities with a short term remaining to maturity. Interest rate risk management is an integral part of the asset/liability management process. The Company has instituted certain procedures and policy guidelines to manage the interest rate risk position. Those internal policies enable the Company to react to changes in market rates to protect net interest income from significant fluctuations. The primary objective in managing interest rate risk is to minimize the adverse impact of changes in interest rates on net interest income along with creating an asset/liability structure that maximizes earnings.

Asset/Liability Management. One major objective of the Company when managing the rate sensitivity of its assets and liabilities is to stabilize net interest income. The management of and authority to assume interest rate risk is the responsibility of the Company’s Asset/Liability Committee (ALCO), which is comprised of senior management and members of the board of directors. ALCO meets quarterly to monitor the relationship of interest sensitive assets to interest sensitive liabilities. The process to review interest rate risk is a regular part of managing the Company. Consistent policies and practices of measuring and reporting interest rate risk exposure, particularly regarding the treatment of non-contractual assets and liabilities, are in effect. In addition, there is an annual process to review the interest rate risk policy with the board of directors which includes limits on the impact to earnings from shifts in interest rates.

Interest Rate Risk Measurement. Interest rate risk is monitored through the use of three complementary measures: static gap analysis, earnings at risk simulation and economic value at risk simulation. While each of the interest rate risk measurements has limitations, collectively, they represent a reasonably comprehensive view of the magnitude of interest rate risk in the Company and the distribution of risk along the yield curve, the level of risk through time and the amount of exposure to changes in certain interest rate relationships.

Static Gap. The ratio between assets and liabilities re-pricing in specific time intervals is referred to as an interest rate sensitivity gap. Interest rate sensitivity gaps can be managed to take advantage of the slope of the yield curve as well as forecasted changes in the level of interest rate changes.

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To manage this interest rate sensitivity gap position, an asset/liability model commonly known as cumulative gap analysis is used to monitor the difference in the volume of the Company’s interest sensitive assets and liabilities that mature or re-price within given time intervals. A positive gap (asset sensitive) indicates that more assets will re-price during a given period compared to liabilities, while a negative gap (liability sensitive) indicates the opposite effect. The Company employs computerized net interest income simulation modeling to assist in quantifying interest rate risk exposure. This process measures and quantifies the impact on net interest income through varying interest rate changes and balance sheet compositions. The use of this model assists the ALCO in gauging the effects of interest rate changes on interest-sensitive assets and liabilities in order to determine what impact these rate changes will have upon the net interest spread. At March 31, 2024, the Company maintained a one-year cumulative gap of negative (liability sensitive) $192.1 million, or -8%, of total assets. The effect of this negative gap position provided a mismatch of assets and liabilities which may expose the Company to interest rate risk during periods of rising interest rates. Conversely, in a decreasing interest rate environment, net interest income could be positively impacted because more liabilities than assets will re-price downward during the one-year period.

Certain shortcomings are inherent in the method of analysis discussed above and presented in the next table. Although certain assets and liabilities may have similar maturities or periods of re-pricing, they may react in different degrees to changes in market interest rates. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types of assets and liabilities may lag behind changes in market interest rates. Certain assets, such as adjustable-rate mortgages, have features which restrict changes in interest rates on a short-term basis and over the life of the asset. In the event of a change in interest rates, prepayment and early withdrawal levels may deviate significantly from those assumed in calculating the table amounts. The ability of many borrowers to service their adjustable-rate debt may decrease in the event of an interest rate increase.

The following table reflects the re-pricing of the balance sheet or “gap” position at March 31, 2024:

				More than three			More than
	Three months			months to			one year			More than
(dollars in thousands)	or less			twelve months			to three years			three years			Total

Cash and cash equivalents	$	38,279		$	-		$	-		$	34,454		$	72,733
Investment securities ⁽¹⁾⁽²⁾		6,814			19,285			53,558			483,318			562,975
Loans and leases ⁽²⁾		359,499			256,388			463,012			599,514			1,678,413
Fixed and other assets		-			54,921			-			99,854			154,775
Total assets	$	404,592		$	330,594		$	516,570		$	1,217,140		$	2,468,896
Total cumulative assets	$	404,592		$	735,186		$	1,251,756		$	2,468,896

Non-interest-bearing transaction deposits ⁽³⁾	$	-		$	53,836		$	147,794		$	336,194		$	537,824
Interest-bearing transaction deposits ⁽³⁾		693,213			-			286,180			429,271			1,408,664
Certificates of deposit		48,346			199,605			18,356			3,201			269,508
Secured borrowings		6,086			1,213			-			-			7,299
Short-term borrowings		25,000			-			-			-			25,000
Other liabilities		-			-			-			28,966			28,966
Total liabilities	$	772,645		$	254,654		$	452,330		$	797,632		$	2,277,261
Total cumulative liabilities	$	772,645		$	1,027,299		$	1,479,629		$	2,277,261

Interest sensitivity gap	$	(368,053	)	$	75,940		$	64,240		$	419,508
Cumulative gap	$	(368,053	)	$	(292,113	)	$	(227,873	)	$	191,635

Off-balance sheet:
Swap - portfolio hedge	$	100,000		$	-		$	(100,000	)	$	-
Cumulative gap	$	(268,053	)	$	(192,113	)	$	(227,873	)	$	191,635

Cumulative gap to total assets		(10.9	)%		(7.8	)%		(9.2	)%		7.8	%

(1)	Includes restricted investments in bank stock and the net unrealized gains/losses on available-for-sale securities.

(2)

Investments and loans are included in the earlier of the period in which interest rates were next scheduled to adjust or the period in which they are due. In addition, loans were included in the periods in which they are scheduled to be repaid based on scheduled amortization. For amortizing loans and MBS – GSE residential, annual prepayment rates are assumed reflecting historical experience as well as management’s knowledge and experience of its loan products.

(3)

The Company’s demand and savings accounts were generally subject to immediate withdrawal. However, management considers a certain amount of such accounts to be core accounts having significantly longer effective maturities based on the retention experiences of such deposits in changing interest rate environments. The effective maturities presented are the recommended maturity distribution limits for non-maturing deposits based on historical deposit studies.

Earnings at Risk and Economic Value at Risk Simulations. The Company recognizes that more sophisticated tools exist for measuring the interest rate risk in the balance sheet that extend beyond static re-pricing gap analysis. Although it will continue to measure its re-pricing gap position, the Company utilizes additional modeling for identifying and measuring the interest rate risk in the overall balance sheet. The ALCO is responsible for focusing on “earnings at risk” and “economic value at risk”, and how both relate to the risk-based capital position when analyzing the interest rate risk.

Earnings at Risk. An earnings at risk simulation measures the change in net interest income and net income should interest rates rise and fall. The simulation recognizes that not all assets and liabilities re-price one-for-one with market rates (e.g., savings rate). The ALCO looks at “earnings at risk” to determine income changes from a base case scenario under an increase and decrease of 200 basis points in interest rate simulation models.

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Economic Value at Risk. An earnings at risk simulation measures the short-term risk in the balance sheet. Economic value (or portfolio equity) at risk measures the long-term risk by finding the net present value of the future cash flows from the Company’s existing assets and liabilities. The ALCO examines this ratio quarterly utilizing an increase and decrease of 200 basis points in interest rate simulation models. The ALCO recognizes that, in some instances, this ratio may contradict the “earnings at risk” ratio.

The following table illustrates the simulated impact of an immediate 200 basis points upward or downward movement in interest rates on net interest income, net income and the change in the economic value (portfolio equity). This analysis assumed that the adjusted interest-earning asset and interest-bearing liability levels at March 31, 2024 remained constant. The impact of the rate movements was developed by simulating the effect of the rate change over a twelve-month period from the March 31, 2024 levels:

	% change
	Rates +200			Rates -200
Earnings at risk:
Net interest income		(6.3	)%		(4.4	)%
Net income		(13.7	)		(11.9	)
Economic value at risk:
Economic value of equity		(19.3	)		5.2
Economic value of equity as a percent of total assets		(2.0	)		0.5

In the scenarios in the above table, the Board-approved policy has the following guidelines: net interest income within +/- 10%, net income within +/- 25%, economic value of equity within +/- 25%, economic value of equity as a percent of total assets within +/-5%.

Economic value has the most meaning when viewed within the context of risk-based capital. Therefore, the economic value may normally change beyond the Company’s policy guideline for a short period of time as long as the risk-based capital ratio (after adjusting for the excess equity exposure) is greater than 10%. At March 31, 2024, the Company’s risk-based capital ratio was 14.78%.

Given the existing economic and interest rate conditions along with the recent increase in earnings at risk exposure to rising rates, management is evaluating to pursue balance sheet hedging opportunities on both sides of balance sheet with an independent third-party vendor with derivative expertise in response to mitigate these interest rate risks on net interest income. The Company has a derivative policy in place and any balance sheet hedges require Board pre-approval along with quarterly monitoring requirements by the Company's ALCO Committee.

The table below summarizes estimated changes in net interest income over a twelve-month period beginning April 1, 2024, under alternate interest rate scenarios using the income simulation model described above:

	Net interest		$			%
(dollars in thousands)	income		variance			variance
Simulated change in interest rates
+300 basis points	$	62,976	$	(7,035	)		(10.0	)%
+200 basis points		65,607		(4,404	)		(6.3	)%
+100 basis points		68,137		(1,874	)		(2.7	)%
Flat rate		70,011		-			-	%
-100 basis points		68,734		(1,277	)		(1.8	)%
-200 basis points		66,951		(3,060	)		(4.4	)%
-300 basis points		64,930		(5,081	)		(7.3	)%

Simulation models require assumptions about certain categories of assets and liabilities. The models schedule existing assets and liabilities by their contractual maturity, estimated likely call date or earliest re-pricing opportunity. MBS – GSE residential securities and amortizing loans are scheduled based on their anticipated cash flow including estimated prepayments. For investment securities, the Company uses a third-party service to provide cash flow estimates in the various rate environments. Savings, money market and interest-bearing checking accounts do not have stated maturities or re-pricing terms and can be withdrawn or re-price at any time. This may impact the margin if more expensive alternative sources of deposits are required to fund loans or deposit runoff. Management projects the re-pricing characteristics of these accounts based on historical performance and assumptions that it believes reflect their rate sensitivity. The model reinvests all maturities, repayments and prepayments for each type of asset or liability into the same product for a new like term at current product interest rates. As a result, the mix of interest-earning assets and interest bearing-liabilities is held constant.

Liquidity

Liquidity management ensures that adequate funds will be available to meet customers’ needs for borrowings, deposit withdrawals and maturities, facility expansion and normal operating expenses. Sources of liquidity are cash and cash equivalents, asset maturities and pay-downs within one year, loans HFS, investments AFS, growth of core deposits, utilization of borrowing capacities from the FHLB, correspondent banks, IntraFi's ICS and One-Way Buy program, the Discount Window of the Federal Reserve Bank of Philadelphia (FRB), Atlantic Community Bankers Bank (ACBB) and proceeds from the issuance of capital stock. Though regularly scheduled investment and loan payments are dependable sources of daily liquidity, sales of both loans HFS and investments AFS, deposit activity and investment and loan prepayments are significantly influenced by general economic conditions including the interest rate environment. During low and declining interest rate environments, prepayments from interest-sensitive assets tend to accelerate and provide significant liquidity that can be used to invest in other interest-earning assets but at lower market rates. Conversely, in periods of high or rising interest rates, prepayments from interest-sensitive assets tend to decelerate causing prepayment cash flows from mortgage loans and mortgage-backed securities to decrease. Rising interest rates may also cause deposit inflow but priced at higher market interest rates or could also cause deposit outflow due to higher rates offered by the Company’s competition for similar products. The Company closely monitors activity in the capital markets and takes appropriate action to ensure that the liquidity levels are adequate for funding, investing and operating activities.

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The Company’s contingency funding plan (CFP) sets a framework for handling liquidity issues in the event circumstances arise which the Company deems to be less than normal. The Company established guidelines for identifying, measuring, monitoring and managing the resolution of potentially serious liquidity crises. The CFP outlines required monitoring tools, acceptable alternative funding sources and required actions during various liquidity scenarios. Thus, the Company has implemented a proactive means for the measurement and resolution for handling potentially significant adverse liquidity conditions. At least quarterly, the CFP monitoring tools, current liquidity position and monthly projected liquidity sources and uses are presented and reviewed by the Company’s Asset/Liability Committee. As of March 31, 2024, the Company had not experienced any adverse issues that would give rise to its inability to raise liquidity in an emergency situation.

During the three months ended March 31, 2024, the Company utilized $39.2 million of cash. During the period, the Company’s operations provided approximately $5.3 million mostly from $14.5 million of net cash inflow from the components of net interest income partially offset by net non-interest expense/income related payments of $10.4 million. Cash inflow from interest-earning assets, deposit growth and loan payments were used to fund the loan portfolio, pay down short-term borrowings, invest in bank premises and equipment and make net dividend payments. The Company received a large amount of public deposits over the past few years. The seasonal nature of deposits from municipalities and other public funding sources requires the Company to be prepared for the inherent volatility and the unpredictable timing of cash outflow from this customer base, including maintaining the requirements to pledge investment securities. Accordingly, the use of short-term overnight borrowings could be used to fulfill funding gap needs. As of March 31, 2024, the Company had $158.1 million in unpledged securities.

During 2021 and 2022, the Company also experienced deposit inflow resulting from businesses and municipalities that received relief from the CARES Act, American Rescue Plan Act ("ARPA") and other government stimulus. There is uncertainty about the length of time that these deposits will remain which could require the Company to maintain elevated cash balances. During the first quarter of 2024, the Company experienced an outflow of $13.9 million in ARPA funds, or approximately 45% of the balance of these funds from the end of 2023. As of March 31, 2024, the Company has approximately $17 million in remaining ARPA balances. The Company will continue to monitor deposit fluctuations for other significant changes.

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business in order to meet the financing needs of its customers and in connection with the overall interest rate management strategy. These instruments involve, to a varying degree, elements of credit, interest rate and liquidity risk. In accordance with GAAP, these instruments are either not recorded in the consolidated financial statements or are recorded in amounts that differ from the notional amounts. Such instruments primarily include lending commitments.

Lending commitments include commitments to originate loans and commitments to fund unused lines of credit. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Unfunded commitments of existing loan facilities totaled $376.3 million, standby letters of credit totaled $25.4 million and the level of uninsured and non-collateralized deposits was $407.8 million at March 31, 2024. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

As of March 31, 2024, the Company maintained $72.7 million in cash and cash equivalents and $334.7 million of investments AFS and loans HFS. Also as of March 31, 2024, the Company had approximately $675.5 million available borrowing capacity from the FHLB, $20.0 million from correspondent banks, $147.6 million from the FRB and $353.0 million from the IntraFi Network One-Way Buy program. The combined total of $1.6 billion represented 65% of total assets at March 31, 2024. Management believes this level of liquidity to be strong and adequate to support current operations.

Capital

During the three months ended March 31, 2024, total shareholders' equity increased $2.2 million, or 1%, due principally to $5.1 million in net income added into retained earnings. Capital was further enhanced by $0.1 million from the issuance of common stock through the DRP, $0.3 million from investments in the Company’s common stock via the Employee Stock Purchase Plan (ESPP) and $0.5 million from stock-based compensation expense from the ESPP and restricted stock. Partially offsetting these increases, there were $2.2 million of cash dividends declared on the Company’s common stock and a $1.4 million after tax increase in the net unrealized loss position in the Company’s investment portfolio. The Company’s dividend payout ratio, defined as the rate at which current earnings are paid to shareholders, was 43.5% for the three months ended March 31, 2024. The balance of earnings is retained to further strengthen the Company’s capital position.

As of March 31, 2024, the Company reported a net unrealized loss position of $57.9 million, net of tax, from the securities portfolio compared to a net unrealized loss of $56.5 million as of December 31, 2023. The $1.4 million decline during first quarter of 2024 was from the $1.9 million increase in net unrealized losses on AFS securities, net of tax, partially offset by $0.5 million in amortization of net unrealized losses on HTM securities transferred from AFS, net of tax. Higher unrealized losses on all types of securities contributed to the reduction in net unrealized losses in investment portfolio. Management believes that changes in fair value of the Company’s securities are due to changes in interest rates and not in the creditworthiness of the issuers.

Generally, when U.S. Treasury rates rise, investment securities’ pricing declines and fair values of investment securities also decline. While volatility has existed in the yield curve within the past twelve months, a declining rate environment is expected and during the period of declining rates, the Company expects pricing in the bond portfolio to improve. There is no assurance that future realized and unrealized losses will not be recognized from the Company’s portfolio of investment securities.

The tangible common equity (TCE) ratio (non-GAAP) was 6.98% and 6.39% for the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024 and 2023, the held-to-maturity securities portfolio had $24.2 million and $22.8 million in unrealized losses, net of deferred taxes. If the TCE ratio was adjusted to include the unrealized losses on held-to-maturity securities, the adjusted TCE ratio (non-GAAP) would have been 5.99% and 5.45% at March 31, 2024 and 2023. See reconciliation on page 38.

To help maintain a healthy capital position, the Company can issue stock to participants in the DRP and ESPP plans. The DRP affords the Company the option to acquire shares in open market purchases and/or issue shares directly from the Company to plan participants. During the first quarter of 2024, the Company re-issued treasury shares to fulfill the needs of the DRP. Both the DRP and the ESPP plans have been a consistent source of capital from the Company’s loyal employees and shareholders and their participation in these plans will continue to help strengthen the Company’s balance sheet.

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The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings and other factors. Since the Company (on a consolidated basis) is currently considered a small bank holding company, it is not subject to regulatory capital requirements.

Under these guidelines, assets and certain off-balance sheet items are assigned to broad risk categories, each with appropriate weights. The resulting capital ratios represent capital as a percentage of total risk-weighted assets. The guidelines require all banks and bank holding companies to maintain a minimum ratio of total risk-based capital to total risk-weighted assets (Total Risk Adjusted Capital) of 8%, including Tier I common equity to total risk-weighted assets (Tier I Common Equity) of 4.5%, Tier I capital to total risk-weighted assets (Tier I Capital) of 6% and Tier I capital to average total assets (Leverage Ratio) of at least 4%. A capital conservation buffer, comprised of common equity Tier I capital, is also established above the regulatory minimum capital requirements of 2.50%. As of March 31, 2024 and December 31, 2023, the Bank exceeded all capital adequacy requirements to which it was subject.

The following table depicts the actual and required capital and related capital ratios of the Company, on a consolidated basis, and the Bank as of March 31, 2024 and December 31, 2023. No amounts were deducted from capital for interest-rate risk in either 2024 or 2023.

Minimum for capital adequacy purposes

Minimum for capital adequacy purposes with capital conservation buffer*

Minimum to be well capitalized under prompt corrective action provisions

Actual

(dollars in thousands)

Amount

Ratio

Amount

Ratio

Amount

Ratio

Amount

Ratio

As of March 31, 2024

Total capital (to risk-weighted assets)

Consolidated

249,124

14.8

≥

134,885

8.0

≥

177,037

10.5

N/A

Bank

247,425

14.7

≥

134,879

8.0

≥

177,029

10.5

≥

168,599

10.0

Tier 1 common equity (to risk-weighted assets)

Consolidated

228,822

13.6

≥

75,873

4.5

≥

118,025

7.0

N/A

Bank

227,123

13.5

≥

75,870

4.5

≥

118,020

7.0

≥

109,590

6.5

Tier I capital (to risk-weighted assets)

Consolidated

228,822

13.6

≥

101,164

6.0

≥

143,316

8.5

N/A

Bank

227,123

13.5

≥

101,160

6.0

≥

143,309

8.5

≥

134,879

8.0

Tier I capital (to average assets)

Consolidated

228,822

9.2

≥

99,349

4.0

≥

99,349

4.0

N/A

Bank

227,123

9.2

≥

99,338

4.0

≥

99,338

4.0

≥

124,173

5.0

													For capital adequacy					To be well capitalized
						For capital							purposes with capital					under prompt corrective
	Actual					adequacy purposes							conservation buffer					action provisions
(dollars in thousands)	Amount		Ratio			Amount			Ratio				Amount		Ratio			Amount			Ratio
As of December 31, 2023

Total capital (to risk-weighted assets)
Consolidated	$	246,120		14.7	%	≥	$	134,255		8.0	%	≥	$	176,209		10.5	%			N/A		N/A
Bank	$	244,562		14.6	%	≥	$	134,238		8.0	%	≥	$	176,187		10.5	%	≥	$	167,797		10.0	%

Tier 1 common equity (to risk-weighted assets)
Consolidated	$	225,135		13.4	%	≥	$	75,518		4.5	%	≥	$	117,473		7.0	%			N/A		N/A
Bank	$	223,576		13.3	%	≥	$	75,509		4.5	%	≥	$	117,458		7.0	%	≥	$	109,068		6.5	%

Tier I capital (to risk-weighted assets)
Consolidated	$	225,135		13.4	%	≥	$	100,691		6.0	%	≥	$	142,646		8.5	%			N/A		N/A
Bank	$	223,576		13.3	%	≥	$	100,678		6.0	%	≥	$	142,628		8.5	%	≥	$	134,268		8.0	%

Tier I capital (to average assets)
Consolidated	$	225,135		9.2	%	≥	$	98,465		4.0	%	≥	$	98,465		4.0	%			N/A		N/A
Bank	$	223,576		9.1	%	≥	$	98,457		4.0	%	≥	$	98,457		4.0	%	≥	$	123,071		5.0	%

The Company advises readers to refer to the Supervision and Regulation section of Management’s Discussion and Analysis of Financial Condition and Results of Operation, of its 2023 Form 10-K for a discussion on the regulatory environment and recent legislation and rulemaking.

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Item 4. Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of its President and Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on such evaluation, the President and Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports the Company files or furnishes under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, and are effective. The Company made no changes in its internal controls over financial reporting or in other factors that materially affected, or are reasonably likely to materially affect, these controls during the last fiscal quarter ended March 31, 2024.

PART II - Other Information

Item 1. Legal Proceedings

The nature of the Company’s business generates a certain amount of litigation involving matters arising in the ordinary course of business. However, in the opinion of the Company after consultation with legal counsel, no legal proceedings are pending, which, if determined adversely to the Company or the Bank, would have a material adverse effect on the Company’s undivided profits or financial condition, operations or the results of such operations. No legal proceedings are pending other than ordinary routine litigation incidental to the business of the Company and the Bank. In addition, to management’s knowledge, no governmental authorities have initiated or contemplated any material legal or regulatory actions against the Company or the Bank.

Item 1A. Risk Factors

Management of the Company does not believe there have been any material changes to the risk factors that were disclosed in the 2023 Form 10-K filed with the Securities and Exchange Commission on March 20, 2024.

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

None

Item 3. Default Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

The following exhibits are filed herewith or incorporated by reference as a part of this Form 10-Q:

3(i) Amended and Restated Articles of Incorporation of Registrant. Incorporated by reference to Annex B of the Proxy Statement/Prospectus included in Registrant’s Amendment 4 to its Registration Statement No. 333-90273 on Form S-4, filed with the SEC on April 6, 2000.

3(ii) Amended and Restated Bylaws of Registrant. Incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K filed with the SEC on April 16, 2020.

2.1 Agreement and Plan of Reorganization by and among Fidelity D & D Bancorp, Inc., The Fidelity Deposit and Discount Bank, MNB Corporation and Merchants Bank of Bangor dated as of December 9, 2019. Incorporated by reference to Annex A of the Registrant’s Registration Statement No. 333-236453 on Form S-4, filed with the Commission on February 14, 2020. (Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Registrant agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request.)

2.2 Agreement and Plan of Reorganization by and among Fidelity D & D Bancorp, Inc., NEPA Acquisition Subsidiary, LLC, The Fidelity Deposit and Discount Bank, Landmark Bancorp, Inc. and Landmark Community Bank dated as of February 25, 2021. Incorporated by reference to Annex A of the Registrant’s Registration No. 333-255479 on Form S-4, filed with the Commission on April 23, 2021. (Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Registrant agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request.)

*10.1 Registrant’s 2012 Dividend Reinvestment and Stock Repurchase Plan. Incorporated by reference to Exhibit 4.1 to Registrant’s Registration Statement No. 333-183216 on Form S-3 filed with the SEC on August 10, 2012 as amended February 3, 2014.

*10.2 Registrant’s 2002 Employee Stock Purchase Plan. Incorporated by reference to Appendix A to Definitive proxy Statement filed with the SEC on March 28, 2002.

*10.3 Amended and Restated Executive Employment Agreement between Fidelity D & D Bancorp, Inc., The Fidelity Deposit and Discount Bank and Daniel J. Santaniello, dated March 23, 2011. Incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed with the SEC on March 29, 2011.

*10.4 2012 Omnibus Stock Incentive Plan. Incorporated by reference to Appendix A to Registrant’s Definitive Proxy Statement filed with the SEC on March 30, 2012.

*10.5 2012 Director Stock Incentive Plan. Incorporated by reference to Appendix B to Registrant’s Definitive Proxy Statement filed with the SEC on March 30, 2012.

*10.6 Employment Agreement between Fidelity D & D Bancorp, Inc., The Fidelity Deposit and Discount Bank and Salvatore R. DeFrancesco, Jr. dated as of March 17, 2016. Incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed with the SEC on March 18, 2016.

*10.7 Employment Agreement between Fidelity D & D Bancorp, Inc., The Fidelity Deposit and Discount Bank and Eugene J. Walsh dated as of March 29, 2017. Incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2017.

*10.8 Form of Supplemental Executive Retirement Plan – Applicable to Daniel J. Santaniello and Salvatore R. DeFrancesco, Jr. Incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2017.

*10.9 Form of Supplemental Executive Retirement Plan – Applicable to Eugene J. Walsh. Incorporated by reference to Exhibit 99.2 to Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2017.

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*10.10 Form of Split Dollar Life Insurance Agreement – Applicable to Daniel J. Santaniello, Salvatore R. DeFrancesco, Jr. and Eugene J. Walsh. Incorporated by reference to Exhibit 99.3 to Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2017.

*10.11 Employment Agreement between Fidelity D & D Bancorp, Inc., The Fidelity Deposit and Discount Bank and Michael J. Pacyna dated as of March 20, 2019. Incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed with the SEC on March 21, 2019.

*10.12 Form of Supplemental Executive Retirement Plan for Michael J. Pacyna. Incorporated by reference to Exhibit 99.2 to Registrant’s Current Report on Form 8-K filed with the SEC on March 21, 2019.

*10.13 Form of Split Dollar Life Insurance Agreement for Michael J. Pacyna. Incorporated by reference to Exhibit 99.3 to Registrant’s Current Report on Form 8-K filed with the SEC on March 21, 2019.

*10.14 2022 Omnibus Stock Incentive Plan. Incorporated by reference to Appendix A to Registrant’s Definitive Proxy Statement filed with the SEC on March 23, 2022.

*10.15 Employment Agreement between Fidelity D & D Bancorp, Inc., The Fidelity Deposit and Discount Bank and Ruth Turkington dated as of April 20, 2023. Incorporated by reference to Exhibit 10.15 to Registrant's Annual Report on Form 10-K filed with the SEC on March 20, 2024.

31.1 Rule 13a-14(a) Certification of Principal Executive Officer, filed herewith.

31.2 Rule 13a-14(a) Certification of Principal Financial Officer, filed herewith.

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, filed herewith.

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, filed herewith.

101 Interactive data files: The following, from Fidelity D&D Bancorp, Inc.’s. Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, is formatted in Inline XBRL (eXtensible Business Reporting Language): Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023; Consolidated Statements of Income for the three months ended March 31, 2024 and 2023; Consolidated Statements of Comprehensive Income for the three months ended March 31, 2024 and 2023; Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2024 and 2023; Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 and the Notes to the Consolidated Financial Statements. **

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

________________________________________________

* Management contract or compensatory plan or arrangement.

** Pursuant to Rule 406T of Regulation S-T, the interactive data files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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Signatures

FIDELITY D & D BANCORP, INC.

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.

	Fidelity D & D Bancorp, Inc.

Date: May 14, 2024	/s/ Daniel J. Santaniello
	Daniel J. Santaniello, President and Chief Executive Officer

	Fidelity D & D Bancorp, Inc.

Date: May 14, 2024	/s/ Salvatore R. DeFrancesco, Jr.
	Salvatore R. DeFrancesco, Jr., Treasurer and Chief Financial Officer

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Fidelity D & D Bancorp (FDBC) 10-Q2024 Q1 Quarterly report

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