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JUNIATA VALLEY FINANCIAL CORP - Quarter Report: 2023 June (Form 10-Q)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2023

OR

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                        000-13232                                                                            

Juniata Valley Financial Corp.

(Exact name of registrant as specified in its charter)

Pennsylvania

23-2235254

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

Bridge and Main Streets, Mifflintown, Pennsylvania

17059

(Address of principal executive offices)

(Zip Code)

(855) 582-5101

(Registrant’s telephone number, including area code)

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

Title of each class

    

Trading Symbol(s)

    

Name of each exchange on which registered

NONE

N/A

N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes        No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes        No

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes        No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class

    

Outstanding as of August 14, 2023

Common Stock ($1.00 par value)

5,018,129 shares

Table of Contents

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

Consolidated Statements of Financial Condition as of June 30, 2023 (Unaudited) and December 31, 2022

3

Consolidated Statements of Income for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)

4

Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)

5

Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)

6

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited)

8

Notes to Consolidated Financial Statements (Unaudited)

9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

41

Item 3.

Not applicable.

Item 4.

Controls and Procedures

55

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

56

Item 1A.

Risk Factors

56

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

57

Item 3.

Defaults upon Senior Securities

57

Item 4.

Mine Safety Disclosures

57

Item 5.

Other Information

57

Item 6.

Exhibits

58

Signatures

59

2

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Financial Condition

(Dollars in thousands, except share data)

    

June 30, 2023

    

December 31, 2022

ASSETS

 

  

 

  

Cash and due from banks

$

14,383

$

10,856

Interest bearing deposits with banks

 

190

 

143

Cash and cash equivalents

 

14,573

 

10,999

Equity securities

 

992

 

1,056

Debt securities available for sale

 

69,098

 

73,536

Debt securities held to maturity (fair value $202,266 and $209,887, respectively)

 

205,208

 

209,565

Restricted investment in bank stock

 

2,483

 

3,666

Total loans

 

505,184

 

484,512

Less: Allowance for credit losses

 

(5,442)

 

(4,027)

Total loans, net of allowance for credit losses

 

499,742

 

480,485

Premises and equipment, net

 

8,211

 

8,190

Bank owned life insurance and annuities

 

14,712

 

15,197

Investment in low income housing partnerships

 

1,315

 

1,507

Core deposit and other intangible assets

 

393

 

121

Goodwill

 

9,871

 

9,047

Mortgage servicing rights

 

87

 

92

Deferred tax asset

12,112

11,838

Accrued interest receivable and other assets

 

6,664

 

5,576

Total assets

$

845,461

$

830,875

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  

 

  

Liabilities:

 

  

 

  

Deposits:

 

  

 

  

Non-interest bearing

$

195,300

$

199,131

Interest bearing

 

544,677

 

512,381

Total deposits

 

739,977

 

711,512

Short-term borrowings and repurchase agreements

 

41,827

 

55,710

Long-term debt

 

20,000

 

20,000

Other interest bearing liabilities

 

1,006

 

1,011

Accrued interest payable and other liabilities

 

5,650

 

5,693

Total liabilities

 

808,460

 

793,926

Commitments and contingent liabilities

Stockholders’ Equity:

 

  

 

  

Preferred stock, no par value: Authorized - 500,000 shares, none issued

 

 

Common stock, par value $1.00 per share: Authorized 20,000,000 shares; Issued - 5,151,279 shares at June 30, 2023 and December 31, 2022; Outstanding - 5,018,129 shares at June 30, 2023 and 5,003,059 shares at December 31, 2022

 

5,151

 

5,151

Surplus

 

24,852

 

24,986

Retained earnings

 

51,291

 

51,217

Accumulated other comprehensive loss

 

(42,013)

 

(41,867)

Cost of common stock in Treasury: 133,150 shares at June 30, 2023; 148,220 shares at December 31, 2022

 

(2,280)

 

(2,538)

Total stockholders’ equity

 

37,001

 

36,949

Total liabilities and stockholders’ equity

$

845,461

$

830,875

See Notes to Consolidated Financial Statements

3

Table of Contents

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Income (Unaudited)

Three Months Ended

Six Months Ended

(Dollars in thousands, except share data)

June 30, 

June 30, 

    

2023

    

2022

    

2023

    

2022

Interest and dividend income:

  

  

Loans, including fees

$

6,509

$

5,052

$

12,629

$

10,160

Taxable securities

 

1,579

 

1,609

 

3,159

 

2,986

Tax-exempt securities

 

37

 

40

 

73

 

80

Other interest income

 

29

 

18

 

45

 

25

Total interest income

 

8,154

 

6,719

 

15,906

 

13,251

Interest expense:

 

  

 

  

 

  

 

  

Deposits

 

1,885

 

550

 

3,328

 

1,012

Short-term borrowings and repurchase agreements

 

468

 

22

 

883

 

35

Long-term debt

 

118

 

118

 

234

 

234

Other interest bearing liabilities

 

10

 

1

 

20

 

2

Total interest expense

 

2,481

 

691

 

4,465

 

1,283

Net interest income

 

5,673

 

6,028

 

11,441

 

11,968

Provision for credit losses

 

47

 

222

 

290

 

250

Net interest income after provision for credit losses

 

5,626

 

5,806

 

11,151

 

11,718

Non-interest income:

 

  

 

  

 

  

 

  

Customer service fees

 

339

 

362

 

662

 

719

Debit card fee income

 

440

 

435

 

857

 

845

Earnings on bank-owned life insurance and annuities

 

55

 

59

 

110

 

111

Trust fees

 

126

 

95

 

258

 

250

Commissions from sales of non-deposit products

 

73

 

112

 

168

 

216

Fees derived from loan activity

 

78

 

102

 

171

 

232

Mortgage banking income

 

10

 

6

 

23

 

13

Gain (loss) on sales and calls of securities

 

 

(1,074)

 

 

(1,074)

Change in value of equity securities

 

(42)

 

(57)

 

(64)

 

(80)

Gain from life insurance proceeds

 

161

 

51

 

161

 

51

Other non-interest income

 

139

 

1,291

 

246

 

1,375

Total non-interest income

 

1,379

 

1,382

 

2,592

 

2,658

Non-interest expense:

 

  

 

  

 

  

 

  

Employee compensation expense

 

2,131

 

2,213

 

4,166

 

4,235

Employee benefits

 

749

 

613

 

1,484

 

1,314

Occupancy

 

348

 

319

 

652

 

650

Equipment

 

166

 

184

 

331

 

359

Data processing expense

 

930

 

650

 

1,527

 

1,229

Professional fees

 

228

 

188

 

423

 

364

Taxes, other than income

 

56

 

133

 

165

 

264

FDIC Insurance premiums

 

124

 

72

 

195

 

164

Gain on other real estate owned

 

 

 

 

(7)

Amortization of intangible assets

 

20

 

14

 

31

 

27

Amortization of investment in low-income housing partnerships

 

80

 

200

 

192

 

400

Merger and acquisition expense

 

209

 

 

209

 

Other non-interest expense

 

415

 

442

 

839

 

893

Total non-interest expense

 

5,456

 

5,028

 

10,214

 

9,892

Income before income taxes

 

1,549

 

2,160

 

3,529

 

4,484

Income tax provision

 

151

 

177

 

398

 

386

Net income

$

1,398

$

1,983

$

3,131

$

4,098

Earnings per share

 

  

 

  

 

  

 

  

Basic

$

0.28

$

0.40

$

0.62

$

0.82

Diluted

$

0.28

$

0.40

$

0.62

$

0.82

See Notes to Consolidated Financial Statements

4

Table of Contents

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(Dollars in thousands)

Three Months Ended June 30, 

2023

2022

Pre-Tax

Tax

Net of Tax

Pre-Tax

Tax

Net of Tax

    

Amount

    

Effect

    

Amount

    

Amount

    

Effect

    

Amount

Net income

$

1,549

$

(151)

$

1,398

$

2,160

$

(177)

$

1,983

Other comprehensive loss:

 

 

 

  

 

  

 

  

 

Securities

Available for sale securities

 

 

 

Unrealized holding loss arising during the period

 

(2,277)

 

477

 

(1,800)

 

(14,634)

 

3,073

 

(11,561)

Reclassification adjustment for (gains) losses included in net income (1) (3)

 

 

 

1,074

(226)

848

Held to maturity securities

Amortization of unrealized holding loss on held to maturity securities (2) (3)

1,173

(255)

918

Cash Flow Hedge

Unrealized gain on cash flow hedge

1

(1)

460

(97)

363

Reclassification adjustment for gains included in net income (1) (2)

(55)

12

(43)

(1,242)

261

(981)

Other comprehensive loss

 

(1,158)

 

233

 

(925)

 

(14,342)

 

3,011

 

(11,331)

Total comprehensive income (loss)

$

391

$

82

$

473

$

(12,182)

$

2,834

$

(9,348)

(Dollars in thousands)

Six Months Ended June 30, 

2023

2022

Pre-Tax

Tax

Net-of-Tax

Pre-Tax

Tax

Net-of-Tax

    

Amount

    

Effect

    

Amount

    

Amount

    

Effect

    

Amount

Net income

$

3,529

$

(398)

$

3,131

$

4,484

$

(386)

$

4,098

Other comprehensive loss:

 

  

 

  

 

  

 

  

 

  

 

Securities

Available for sale securities

Unrealized holding loss arising during the period

 

(2,241)

 

470

 

(1,771)

 

(35,065)

 

7,364

 

(27,701)

Reclassification adjustment for losses included in net income (1) (3)

 

 

 

 

1,074

 

(226)

 

848

Held to maturity securities

Amortization of unrealized holding loss on held to maturity securities (2) (3)

2,346

(510)

 

1,836

 

 

 

Cash Flow Hedge

Unrealized gain on cash flow hedge

2

(1)

1

1,114

(234)

880

Reclassification adjustment for gains included in net income (1) (2)

(269)

57

(212)

(1,231)

259

(972)

Other comprehensive loss

 

(162)

 

16

 

(146)

 

(34,108)

 

7,163

 

(26,945)

Total comprehensive income (loss)

$

3,367

$

(382)

$

2,985

$

(29,624)

$

6,777

$

(22,847)

(1)Amounts are included in interest expense on short-term borrowings and repurchase agreements and in other non-interest income on the Consolidated Statements of Income.
(2)Income tax amounts are included in the provision for income taxes on the Consolidated Statements of Income.
(3)Amounts included in interest income on the Consolidated Statements of Income.

See Notes to Consolidated Financial Statements

5

Table of Contents

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Stockholders’ Equity (Unaudited)

Three months ended June 30, 2023

Accumulated

(Dollars in thousands, except share data)

 

Number 

 

 

 

Other

 

 

Total

of Shares

    

Common

    

    

Retained

    

Comprehensive

    

Treasury

    

Stockholders’

    

Outstanding

    

Stock

    

Surplus

    

Earnings

Loss

    

Stock

    

Equity

Balance, April 1, 2023

5,013,899

$

5,151

$

24,823

$

50,995

$

(41,088)

$

(2,352)

$

37,529

Net income

1,398

1,398

Other comprehensive loss

(925)

(925)

Cash dividends at $0.22 per share

(1,102)

(1,102)

Stock-based compensation

39

39

Treasury stock issued for stock plans

4,230

(10)

72

62

Balance, June 30, 2023

5,018,129

$

5,151

$

24,852

$

51,291

$

(42,013)

$

(2,280)

$

37,001

Six months ended June 30, 2023

Accumulated

(Dollars in thousands, except share data)

 

Number 

 

 

 

Other

 

 

Total

of Shares

    

Common

    

    

Retained

    

Comprehensive

    

Treasury

    

Stockholders’

    

Outstanding

    

Stock

    

Surplus

    

Earnings

Loss

    

Stock

    

Equity

Balance, January 1, 2023

5,003,059

$

5,151

$

24,986

$

51,217

$

(41,867)

$

(2,538)

$

36,949

Cumulative change in accounting principle (Note 2)

(854)

(854)

Net income

 

  

 

  

 

  

 

3,131

 

  

 

  

 

3,131

Other comprehensive loss

 

  

 

  

 

  

 

 

(146)

 

  

 

(146)

Cash dividends at $0.44 per share

 

  

 

  

 

  

 

(2,203)

 

 

  

 

(2,203)

Stock-based compensation

 

  

 

  

 

71

 

  

 

  

 

  

 

71

Purchase of treasury stock

 

(569)

(9)

 

(9)

Treasury stock issued for stock plans

 

15,639

(205)

267

 

62

Balance, June 30, 2023

 

5,018,129

$

5,151

$

24,852

$

51,291

$

(42,013)

$

(2,280)

$

37,001

6

Table of Contents

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Stockholders’ Equity (Unaudited)

Three months ended June 30, 2022

Accumulated

(Dollars in thousands, except share data)

Number 

 

 

 

Other

 

 

Total

of Shares

    

Common

    

    

Retained

    

Comprehensive

    

Treasury

    

Stockholders’

Outstanding

    

Stock

    

Surplus

    

Earnings

Loss

    

Stock

    

Equity

Balance, April 1, 2022

4,998,858

$

5,151

$

24,864

$

48,313

$

(18,979)

$

(2,624)

$

56,725

Net income

1,983

1,983

Other comprehensive loss

(11,331)

(11,331)

Cash dividends at $0.22 per share

(1,100)

(1,100)

Stock-based compensation

79

79

Purchase of treasury stock

(825)

Treasury stock issued for stock plans

5,026

(17)

86

69

Balance, June 30, 2022

5,003,059

$

5,151

$

24,926

$

49,196

$

(30,310)

$

(2,538)

$

46,425

Six months ended June 30, 2022

Accumulated

(Dollars in thousands, except share data)

 

Number 

 

 

 

Other

 

 

Total

of Shares

    

Common

    

    

Retained

    

Comprehensive

    

Treasury

    

Stockholders’

    

Outstanding

    

Stock

    

Surplus

    

Earnings

Loss

    

Stock

    

Equity

Balance, January 1, 2022

4,988,542

$

5,151

$

25,008

$

47,298

$

(3,365)

$

(2,802)

$

71,290

Net income

 

  

 

  

 

  

 

4,098

 

  

 

  

 

4,098

Other comprehensive loss

 

  

 

  

 

  

 

 

(26,945)

 

  

 

(26,945)

Cash dividends at $0.44 per share

 

  

 

  

 

  

 

(2,200)

 

 

  

 

(2,200)

Stock-based compensation

 

  

 

  

 

116

 

 

  

 

  

 

116

Purchase of treasury stock

 

(995)

(3)

 

(3)

Treasury stock issued for stock plans

 

15,512

(198)

267

 

69

Balance, June 30, 2022

 

5,003,059

$

5,151

$

24,926

$

49,196

$

(30,310)

$

(2,538)

$

46,425

See Notes to Consolidated Financial Statements

7

Table of Contents

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)

Six Months Ended June 30, 

    

2023

    

2022

Operating activities:

Net income

$

3,131

$

4,098

Adjustments to reconcile net income to net cash provided by operating activities:

 

  

 

  

Provision for credit losses

 

290

 

250

Depreciation

 

289

 

321

Net amortization of securities premiums

 

67

 

275

Net amortization of loan origination (costs) fees

 

(55)

 

381

Deferred net loan origination costs

 

(259)

 

(280)

Amortization of intangibles

 

31

 

27

Amortization of investment in low income housing partnerships

 

192

 

400

Net amortization of purchase fair value adjustments

 

(6)

 

(56)

Net realized (gain) loss on sales and calls of available for sale securities

 

 

1,074

Change in value of equity securities

 

64

 

80

Net gain on other real estate owned

 

 

(7)

Earnings on bank owned life insurance and annuities

 

(110)

 

(111)

Deferred income tax expense (benefit)

 

6

 

(59)

Stock-based compensation expense

 

71

 

116

Proceeds from mortgage loans sold to others

 

28

 

32

Mortgage banking income

 

(23)

 

(13)

Gain from life insurance proceeds

 

(161)

 

(51)

Increase in accrued interest receivable and other assets

 

(1,361)

 

(946)

Decrease in accrued interest payable and other liabilities

 

(102)

 

(202)

Net cash provided by operating activities

 

2,092

 

5,329

Investing activities:

 

  

 

  

Purchases of:

 

  

 

  

Securities available for sale

 

 

(40,377)

FHLB stock

 

 

(471)

Premises and equipment

 

(81)

 

(196)

Bank owned life insurance and annuities

 

(14)

 

(13)

Proceeds from:

 

 

Sales of debt securities available for sale

 

 

17,134

Maturities of and principal repayments on securities available for sale

 

2,131

 

19,700

Maturities of and principal repayments on securities held to maturity

6,703

Redemption of FHLB stock

 

1,183

 

Life insurance claims

 

770

 

146

Sale of other real estate owned

 

 

94

Sale of fixed assets

21

Net decrease in interest bearing time deposits with banks

 

 

490

Net increase in loans

 

(20,334)

 

(22,766)

Net cash received in acquisition

17,411

Net cash provided by (used in) investing activities

 

7,790

 

(26,259)

Financing activities:

 

  

 

  

Net increase in deposits

 

9,725

 

11,410

Net (decrease) increase in short-term borrowings and securities sold under agreements to repurchase

 

(13,883)

 

20,802

Cash dividends

 

(2,203)

 

(2,200)

Purchase of treasury stock

 

(9)

 

(3)

Treasury stock issued for employee stock plans

 

62

 

69

Net cash (used in) provided by financing activities

 

(6,308)

 

30,078

Net increase in cash and cash equivalents

 

3,574

 

9,148

Cash and cash equivalents at beginning of year

 

10,999

 

13,526

Cash and cash equivalents at end of period

$

14,573

$

22,674

Supplemental information:

Interest paid

$

3,971

$

1,320

Income tax paid

690

250

See Notes to Consolidated Financial Statements, including Note 13 regarding the branch acquisition

8

Table of Contents

JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The consolidated financial statements include the accounts of Juniata Valley Financial Corp. (the “Company” or “Juniata”) and its wholly owned subsidiary, The Juniata Valley Bank (the “Bank” or “JVB”). All significant intercompany accounts and transactions have been eliminated.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete consolidated financial statements. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results may differ from those estimates, and such differences could be material to the financial statements. Estimates that are particularly susceptible to material change include the determination of the allowance for credit losses, and possible impairment of goodwill and other intangible assets. 

In the opinion of management, all adjustments considered necessary for fair presentation have been included. Operating results for the three and six month periods ended June 30, 2023 are not necessarily indicative of the results that can be expected for the year ending December 31, 2023. For further information, refer to the consolidated financial statements and notes thereto included in Juniata Valley Financial Corp.’s Annual Report on Form 10-K (“Annual Report”) for the year ended December 31, 2022.

The Company has evaluated events and transactions occurring subsequent to the consolidated statement of financial condition date of June 30, 2023 for items that should potentially be recognized or disclosed in these consolidated financial statements. The evaluation was conducted through the date these consolidated financial statements were issued.

2. RECENT ACCOUNTING STANDARDS UPDATES

Adoption of New Accounting Standards:

ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

On, January 1, 2023, the Company adopted ASC 326, as amended, which replaces the incurred loss methodology with an expected loss methodology referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including  held to maturity debt securities and loan receivables (see Notes 5 and 6, respectively). It also applies to certain off-balance sheet (“OBS”) credit exposures such as unfunded commitments. In addition, ASC 326 made changes to the accounting for available for sale debt securities. One such change is to require credit losses on such securities to be presented as an allowance rather than as a write-down on available for sale debt securities that management does not intend to sell or does not believe that it is more likely than not they will be required to be sold.

The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and OBS credit exposures. Results for reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP standards. The Company recorded a net decrease to retained earnings of $854,000 as of January 1, 2023 for the cumulative effect of adopting ASC 326. At adoption of ASC 326, management did not record an allowance for credit losses for the held to maturity or the available for sale debt securities portfolio.

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The Company adopted ASC 326 using the prospective transition approach for financial assets purchased with credit deterioration (“PCD”) that were previously classified as purchased credit impaired (“PCI”) and accounted for under ASC 310-30. In accordance with the standard, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. On January 1, 2023, the amortized cost basis of the PCD assets were adjusted to reflect the addition of $354,000 to the allowance for credit losses.

The following table illustrates the impact of ASC 326.

    

January 1, 2023

As Reported

Impact of

(Dollars in thousands)

Under

Pre-ASC 326

ASC 326

 

ASC 326

 

Adoption

 

Adoption

Assets:

Loans

Commercial, financial and agricultural

$

634

$

297

$

337

Real estate - commercial

2,421

1,110

1,311

Real estate - construction:

 

 

 

1-4 family residential construction

183

69

114

Other construction loans

670

1,077

(407)

Real estate - mortgage

 

1,136

 

1,385

 

(249)

Obligations of states and political subdivisions

45

54

(9)

Personal

 

49

 

35

 

14

Allowance for credit losses on loans

$

5,138

$

4,027

$

1,111

Liabilities:

Allowance for credit losses on OBS credit exposures

$

448

$

8

$

440

ASU 2022-02, Financial Instruments – Credit Losses (Topic 326); Troubled Debt Restructurings and Vintage Disclosures

On, January 1, 2023, the Company also adopted ASU 2022-02, which eliminates the troubled debt restructuring (“TDR”) accounting model for creditors that have adopted ASC 326. Due to the removal of the TDR accounting model, all loan modifications will now be accounted for under the general loan modification guidance in Subtopic 310-20. In addition, on a prospective basis, the Company is subject to new disclosure requirements covering modifications of receivables to borrowers experiencing financial difficulty. Vintage disclosure requirements are also required to prospectively disclose current period gross write-off information by vintage (see Note 6).

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3. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Components of accumulated other comprehensive income (loss), net of tax, consisted of the following:

(Dollars in thousands)

June 30, 2023

    

Gains (Losses) on Cash Flow Hedges

    

Unrealized Gains (Losses) on AFS Securities

    

Unrealized Gains (Losses) on HTM Securities

    

Total

Beginning balance, December 31, 2022

$

211

$

(6,161)

$

(35,917)

$

(41,867)

Current period other comprehensive income (loss):

Other comprehensive income before reclassification

1

(1,771)

1,836

66

Amounts reclassified from accumulated other comprehensive income (loss)

(212)

(212)

Net current period other comprehensive income (loss)

 

(211)

 

(1,771)

 

1,836

 

(146)

Ending balance, June 30, 2023

$

$

(7,932)

$

(34,081)

$

(42,013)

(Dollars in thousands)

June 30, 2022

    

Gains on Cash Flow Hedges

    

Unrealized Losses on Securities

    

Total

Beginning balance, December 31, 2021

$

427

$

(3,792)

$

(3,365)

Current period other comprehensive income (loss):

Other comprehensive income (loss) before reclassification

880

(27,701)

(26,821)

Amounts reclassified from accumulated other comprehensive income (loss)

(972)

848

(124)

Net current period other comprehensive loss

 

(92)

 

(26,853)

 

(26,945)

Ending balance, June 30, 2022

$

335

$

(30,645)

$

(30,310)

4. EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilutive effect on EPS that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock, increasing the total number of shares outstanding. Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method.

The following tables set forth the computation of basic and diluted earnings per share:

(Amounts in thousands, except earnings per share data)

Three Months Ended June 30, 

2023

    

2022

Net income

$

1,398

$

1,983

Weighted-average common shares outstanding

 

5,015

 

5,000

Basic earnings per share

0.28

0.40

Weighted-average common shares outstanding

$

5,015

$

5,000

Common stock equivalents due to effect of stock options

 

8

 

8

Total weighted-average common shares and equivalents

$

5,023

$

5,008

Diluted earnings per share

$

0.28

$

0.40

Anti-dilutive stock options outstanding

 

 

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(Amounts in thousands, except earnings per share data)

Six months ended June 30, 

    

2023

    

2022

Net income

$

3,131

$

4,098

Weighted-average common shares outstanding

 

5,011

 

4,997

Basic earnings per share

0.62

0.82

Weighted-average common shares outstanding

$

5,011

$

4,997

Common stock equivalents due to effect of stock options

 

9

 

10

Total weighted-average common shares and equivalents

$

5,020

$

5,007

Diluted earnings per share

$

0.62

$

0.82

Anti-dilutive stock options outstanding

 

3

 

2

5. SECURITIES

Equity Securities

Equity securities owned by the Company consist of common stock of various financial services providers. ASC Topic 321, Investments – Equity Securities requires all equity securities within its scope to be measured at fair value with changes in fair value recognized in net income. As of June 30, 2023, the Company had $992,000 in equity securities recorded at fair value and $1.1 million in equity securities were recorded at fair value at December 31, 2022. The Company recorded net losses of $42,000 and $64,000 during the three and six months ended June 30, 2023 and net losses of $57,000 and $80,000 during the three and six months ended June 30 2022, due to changes in the fair value of the Company’s portfolio of equity securities during the applicable periods.

Debt Securities

Debt securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Debt securities that are not classified as held to maturity or trading are classified as available for sale. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax.

The Company reassessed classification of certain investments and, effective October 1, 2022, transferred $28.4 million of obligations of U.S. Government sponsored enterprises and $183.9 million in mortgage-backed securities from the available for sale to the held to maturity security classification. The transfer occurred at fair value. The combined related unrealized loss of $46.8 million, included in other comprehensive income, remained in other comprehensive income and will be amortized out of other comprehensive income with an offsetting entry to interest income as a yield adjustment through earnings over the remaining term of the securities. No gain or loss was recorded at the time of transfer.

The Company’s debt securities portfolio includes primarily bonds issued by U.S. Government sponsored enterprises (approximately 16% of the investment portfolio), mortgage-backed securities issued by Government-sponsored entities and backed by residential mortgages (approximately 76%), corporate debt securities (approximately 5%) and municipal bonds (approximately 3%) as of June 30, 2023. Most of the municipal bonds are general obligation bonds with maturities or pre-refunding dates within 5 years.

At each of June 30, 2023 and December 31, 2022, the Company had holdings of securities from two issuers in excess of 10% of stockholders’ equity, other than the U.S. Government and its agencies. Holdings in Federal Farm Credit Bank and Pennsylvania Housing Finance securities had fair values of $11.1 million and $6.1 million, respectively, as of June 30, 2023, and $10.9 million and $6.1 million, respectively, as of December 31, 2022.

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The amortized cost and fair value of debt securities as of June 30, 2023 and December 31, 2022, by contractual maturity, are shown in the tables below. Expected maturities may differ from contractual maturities because the securities may be called or prepaid, with or without prepayment penalties. Securities not due at a single maturity date are shown separately.

(Dollars in thousands)

    

June 30, 2023

Gross

    

Gross

Amortized

Fair

Unrealized

Unrealized

Debt Securities Available for Sale

    

Cost

    

Value

    

Gains

    

Losses

Obligations of U.S. Government sponsored enterprises

 

  

 

  

 

 

  

After one year but within five years

$

15,500

$

13,852

$

$

(1,648)

 

15,500

 

13,852

 

 

(1,648)

Obligations of state and political subdivisions

 

  

 

  

 

  

 

  

Within one year

 

1,691

 

1,672

 

(19)

After one year but within five years

 

2,258

2,131

(127)

After five years but within ten years

4,611

 

3,835

 

(776)

 

8,560

 

7,638

 

 

(922)

Corporate debt securities

 

  

 

  

 

  

 

  

After one year but within five years

 

4,641

3,975

(666)

After five years but within ten years

 

13,000

9,069

(3,931)

 

17,641

 

13,044

 

 

(4,597)

Mortgage-backed securities

 

37,437

34,564

(2,873)

Total

$

79,138

$

69,098

$

$

(10,040)

(Dollars in thousands)

    

June 30, 2023

Gross

    

Gross

Amortized

Fair

Unrecognized

Unrecognized

Debt Securities Held to Maturity

    

Cost

    

Value

    

Gains

    

Losses

Obligations of U.S. Government sponsored enterprises

 

  

 

  

 

 

  

After one year but within five years

$

15,648

$

15,603

$

16

$

(61)

After five years but within ten years

13,404

13,380

(24)

29,052

28,983

16

(85)

Mortgage-backed securities

176,156

173,283

1,114

(3,987)

Total

$

205,208

$

202,266

$

1,130

$

(4,072)

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(Dollars in thousands)

December 31, 2022

    

    

    

    

    

Gross

    

Gross

Amortized

Fair

Unrealized

Unrealized

Debt Securities Available for Sale

Cost

Value

Gains

Losses

Obligations of U.S. Government sponsored enterprises

 

  

 

  

 

  

 

  

After one year but within five years

$

15,500

$

13,705

$

$

(1,795)

 

15,500

 

13,705

 

 

(1,795)

Obligations of state and political subdivisions

 

  

 

  

 

  

 

  

After one year but within five years

 

4,076

3,924

(152)

After five years but within ten years

 

4,608

 

3,755

 

(853)

 

8,684

 

7,679

 

 

(1,005)

Corporate debt securities

 

  

 

  

 

  

 

  

After one year but within five years

 

4,673

4,190

(483)

After five years but within ten years

 

13,000

11,151

(1,849)

 

17,673

 

15,341

 

 

(2,332)

Mortgage-backed securities

 

39,479

36,811

(2,668)

Total

$

81,336

$

73,536

$

$

(7,800)

(Dollars in thousands)

    

December 31, 2022

Gross

    

Gross

Amortized

Fair

Unrecognized

Unrecognized

Debt Securities Held to Maturity

    

Cost

    

Value

    

Gains

    

Losses

Obligations of U.S. Government sponsored enterprises

 

  

 

  

 

 

  

After one year but within five years

$

13,039

$

13,067

$

28

$

After five years but within ten years

15,561

15,605

56

(12)

28,600

28,672

84

(12)

Mortgage-backed securities

180,965

181,215

1,682

(1,432)

Total

$

209,565

$

209,887

$

1,766

$

(1,444)

Certain obligations of the U.S. Government and state and political subdivisions, as well as mortgage-backed securities are pledged to secure public deposits, securities sold under agreements to repurchase and for other purposes as required or permitted by law. The carrying value of the pledged assets was $163.5 million and $102.3 million on June 30, 2023 and December 31, 2022, respectively.

In addition to cash received from the scheduled maturities of investment securities, some securities available for sale are sold or called at current market values during normal operations. The following table summarizes proceeds received from sales or calls of available for sale investment securities transactions and the resulting realized gains and losses during the six months ended June 30, 2022. There were no sales or calls of securities during the six months ended June 30, 2023.

(Dollars in thousands)

Six Months Ended

June 30, 

    

2022

Gross proceeds from sales and calls of securities

$

17,134

Gross realized gains from sold and called securities

25

Gross realized losses from sold and called securities

 

(1,099)

Net gains (losses) from sales and calls of securities

$

(1,074)

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The following tables summarize debt securities with unrealized and unrecognized losses at June 30, 2023 and December 31, 2022, aggregated by category and length of time in a continuous unrealized loss position.

Unrealized Losses at June 30, 2023

Less Than 12 Months

12 Months or More

Total

(Dollars in thousands)

    

Number

    

    

    

Number

    

    

    

Number

    

    

of

Fair

Unrealized 

of

Fair

Unrealized 

of

Fair

Unrealized 

Securities

Value

Losses

Securities

Value

Losses

Securities

Value

Losses

Securities available for sale

Obligations of U.S. Government sponsored enterprises

 

1

$

2,430

$

(70)

 

2

$

11,422

$

(1,578)

 

3

$

13,852

$

(1,648)

Obligations of state and political subdivisions

 

3

1,943

 

(24)

 

8

 

5,695

 

(898)

 

11

 

7,638

 

(922)

Corporate debt securities

 

9

13,044

(4,597)

 

9

13,044

(4,597)

Mortgage-backed securities

 

7

15,981

(1,019)

 

27

18,583

(1,854)

 

34

34,564

(2,873)

Total temporarily impaired securities available for sale

 

11

$

20,354

$

(1,113)

 

46

$

48,744

$

(8,927)

 

57

$

69,098

$

(10,040)

Securities held to maturity

Obligations of U.S. Government sponsored enterprises

 

3

$

13,074

$

(85)

 

$

$

 

3

$

13,074

$

(85)

Mortgage-backed securities

 

10

27,938

(677)

 

15

50,257

(3,310)

 

25

78,195

(3,987)

Total temporarily impaired securities held to maturity

 

13

$

41,012

$

(762)

 

15

$

50,257

$

(3,310)

 

28

$

91,269

$

(4,072)

Total

 

24

$

61,366

$

(1,875)

 

61

$

99,001

$

(12,237)

 

85

$

160,367

$

(14,112)

Unrealized Losses at December 31, 2022

Less Than 12 Months

12 Months or More

Total

(Dollars in thousands)

    

Number

    

    

    

Number

    

    

    

Number

    

    

of

Fair

Unrealized 

of

Fair

Unrealized 

of

Fair

Unrealized 

Securities

Value

Losses

Securities

Value

Losses

Securities

Value

Losses

Securities available for sale

Obligations of U.S. Government sponsored enterprises

 

1

$

2,456

$

(44)

 

2

$

11,248

$

(1,751)

 

3

$

13,704

$

(1,795)

Obligations of state and political subdivisions

 

4

2,781

 

(20)

 

7

 

4,898

 

(985)

 

11

 

7,679

 

(1,005)

Corporate debt securities

5

9,831

(1,669)

 

4

5,510

(663)

 

9

15,341

(2,332)

Mortgage-backed securities

 

33

36,493

(2,630)

 

1

319

(38)

 

34

36,812

(2,668)

Total temporarily impaired securities available for sale

 

43

$

51,561

$

(4,363)

 

14

$

21,975

$

(3,437)

 

57

$

73,536

$

(7,800)

Securities held to maturity

Obligations of U.S. Government sponsored enterprises

1

$

3,463

$

(12)

 

$

$

 

1

$

3,463

$

(12)

Mortgage-backed securities

9

21,643

(392)

 

12

48,788

(1,040)

 

21

70,431

(1,432)

Total temporarily impaired securities held to maturity

 

10

$

25,106

$

(404)

 

12

$

48,788

$

(1,040)

 

22

$

73,894

$

(1,444)

Total

 

53

$

76,667

$

(4,767)

 

26

$

70,763

$

(4,477)

 

79

$

147,430

$

(9,244)

At June 30, 2023, six obligations of U.S. Government sponsored enterprises, eleven obligations of state and political subdivisions, nine corporate debt securities, and fifty-nine mortgage-backed securities had unrealized losses. Sixty-one of these securities have been in a continuous loss position for twelve months or more. The mortgage-backed securities in the Company’s portfolio are government sponsored enterprise (“GSE”) pass-through instruments issued by the Federal National Mortgage Association (“FNMA”) or Federal Home Loan Mortgage Corporation (“FHLMC”), which guarantees the timely payment of principal on these investments.

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ASC 326 made targeted improvements to the accounting for credit losses on securities available for sale. The concept of other-than-temporarily impaired securities has been replaced with the allowance for credit losses. Unlike held to maturity debt securities, available for sale securities are evaluated on an individual level and pooling of securities is not allowed.

For available for sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or if it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For debt securities available for sale that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

Changes in the allowance for credit losses are recorded as credit loss expense (or reversal). Losses are charged against the allowance when management believes the uncollectibility of an available for sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. As of June 30, 2023, management determined that an immaterial credit loss existed because the decline in fair value of the available for sale debt securities was attributable to changes in  interest rates and other market conditions, rather than erosion of issuer credit quality and, as a result, timely payment of contractual cash flows, including principal and interest, has continued and is not considered at risk. Included in corporate debt securities is $1.5 million par value of PacWest Bancorp (“PACW”) subordinated debt. In August 2022, Fitch Ratings downgraded PACW’s subordinated debt Viability Rating to BB+ from BBB-, and further downgraded the rating to BB in April 2023. Since early May 2023, PACW has taken steps to improve capital and liquidity. These steps, coupled with improvements in the banking industry common stock market, have led to a generally upward trend for PACW’s common stock. The Company monitors this situation and, at June 30, 2023, determined any credit loss associated with the PACW subordinated debt was immaterial.

Credit Quality Indicators

All the Company’s held to maturity debt securities are issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities are either explicitly or implicitly guaranteed by the U.S. government, except for the Federal Farm Credit Bank securities, but all are highly rated by major rating agencies and have a long history of no credit losses. Therefore, the Company did not record an allowance for credit losses for these securities as of June 30, 2023.

The Company monitors the credit quality of held to maturity debt securities through the use of credit ratings. The credit ratings are sourced from nationally recognized rating agencies. All held to maturity debt securities were current in their payment of principal and interest as of June 30, 2023. The following table summarizes the amortized cost of held to maturity debt securities aggregated by credit quality indicator based on the latest information available as of June 30, 2023.

(Dollars in thousands)

June 30, 2023

AAA

Total

Securities held to maturity

Obligations of U.S. Government sponsored enterprises

$

29,052

$

29,052

Mortgage-backed securities

176,156

176,156

$

205,208

$

205,208

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6. LOANS AND RELATED ALLOWANCE FOR CREDIT LOSSES

Loans that the Company originated and has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at the outstanding unpaid principal balances, net of any deferred fees or costs and the allowance for credit losses. Interest income on all loans, other than nonaccrual loans, is accrued over the term of the loans based on the amount of principal outstanding. Unearned income is amortized to income over the life of the loans, using the interest method.

The loan portfolio includes the following classes: (1) commercial, financial and agricultural, (2) real estate - commercial, (3) real estate - construction, (4) real estate – mortgage, (5) obligations of states and political subdivisions, and (6) personal loans.

The Company originates loans in the portfolio with the intent to hold them until maturity. Should the Company no longer intend to hold loans to maturity based on asset/liability management practices, the Company transfers loans from its portfolio to held for sale at fair value. Any write-down recorded upon transfer is charged against the allowance for credit losses. Any write-downs recorded after the initial transfers are recorded as a charge to other non-interest expense. Gains or losses recognized upon sale are included in gains on sales of loans, which is a component of non-interest income.

Loans Held for Sale

The Company has originated residential mortgage loans with the intent to sell. These individual loans are normally sold to the buyer immediately. The Company maintains servicing rights on these loans.

When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. Under the fair value measurement method, the Company measures servicing rights at fair value at each reporting date and reports changes in fair value of servicing assets in earnings in the period in which the changes occur, which are included with mortgage banking income on the income statement. The fair values of servicing rights are subject to fluctuations because of changes in estimated and actual prepayment speeds and default rates and losses.

Servicing fee income, which is reported on the income statement as mortgage banking income, is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned. Late fees and ancillary fees related to loan servicing are not material.

Allowance for Credit Losses (“ACL”)

The Company adopted ASU 2013-13 on January 1, 2023 to calculate the ACL, which requires a projection of credit losses estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a loan modification will be executed with an individual borrower, or the extension or renewal options are included in the original or modified contract at the reporting date and not unconditionally cancellable by the Company. The allowance for credit losses is a valuation account that is deducted from the loan’s amortized cost basis to present the net amount expected to be collected on the loan. The ACL is adjusted through the provision for credit losses and reduced by net charge offs of loans.

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Management estimates the allowance balance using relevant available information, from internal and external sources, related to past events, current conditions and reasonable and supportable forecasts of certain macro-economic variables. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, lending personnel, delinquency trends, credit concentrations, loan review results, changes in collateral values, as well as the impact of changes in the regulatory and business environment or other relevant factors.

The Company utilizes the Discounted Cash Flow (“DCF”) method to analyze most loan segments, particularly loan segments with longer average lives and regular payment structures, as it allows for the effective incorporation of a reasonable and supportable forecast in a directionally consistent and objective manner. The DCF model has two key components; a loss driver analysis combined with a cash flow analysis. The contractual cash flow is adjusted for probability of default/loss given defaults (“PD/LGD”) and prepayment speed to establish a reserve level. The prepayment and curtailment studies are updated quarterly by a third-party for each applicable pool of loans. The Company estimates losses over a four quarter forecast period using Federal Open Market Committee (“FOMC”) estimates for real GDP and unemployment rate. Based on the final values in the forecast and the uncertainty of a post-pandemic economic recovery, management has elected to revert to historical loss experience over four quarters. The economic factors considered as part of the ACL were selected after a rigorous regression analysis and model selection process. Additionally, the Company uses reasonable credit risk assumptions based on an annual report produced by Moody’s for the obligations of states and political subdivisions segment.

The Weighted Average Remaining Life (“WARM”) method is used to analyze the personal loan segment, which includes revolving credit plans, automobile loans and other consumer loans, because this segment contains loans with many different structures, payment streams and collateral. The WARM method uses an average annual charge-off rate applied to the contractual term, further adjusted for estimated prepayments to determine the unadjusted historical charge-off rate for the remaining balance of assets.

The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. The Company has identified the following portfolio segments and measures the allowance for credit losses using the following methods:

Portfolio Segments

Methodology

Loss Drivers

Commercial, financial and agricultural

DCF

National unemployment

Real estate - commercial

DCF

National unemployment & national GDP

Real estate - construction:

1-4 family residential construction

DCF

National unemployment & national GDP

Other construction loans

DCF

National unemployment & national GDP

Real estate - mortgage

DCF

National unemployment & national GDP

Obligations of states and political subdivisions

DCF

Moody's report

Personal

Remaining Life

Call report loss history

Risks associated with each portfolio segment are as follows:

Commercial, Financial and Agricultural Lending:

The Company originates commercial, financial and agricultural loans primarily to businesses located in its primary market area and surrounding areas. These loans are used for various business purposes, which include short-term loans and lines of credit to finance machinery and equipment purchases, inventory and accounts receivable. Generally, the maximum term for loans extended on machinery and equipment is shorter and does not exceed the projected useful life of such machinery and equipment. Most business lines of credit are written with a five year maturity, subject to an annual credit review.

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Commercial 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, collateral appraisals, and other methods.

In underwriting commercial loans, the Company performs an analysis of the borrower’s character, capacity to repay the loan, the adequacy of the borrower’s capital and collateral, and conditions affecting the borrower. Evaluation of the borrower’s past, present and future cash flows is also an important aspect of the Company’s analysis.

Concentration analysis assists in identifying industry specific risk inherent in commercial, financial and agricultural lending. Mitigants include the identification of secondary and tertiary sources of repayment and appropriate increases in oversight.

Commercial, financial and agricultural loans generally present a higher level of risk than certain other types of loans, particularly during slow economic conditions.

Real Estate - Commercial Lending:

The Company engages in real estate - commercial lending in its primary market area and surrounding areas. The Company’s real estate - commercial portfolio is secured primarily by residential housing, commercial buildings, raw land and hotels. Generally, real estate - commercial loans have terms that do not exceed 20 years, have loan-to-value ratios of up to 80% of the appraised value of the property and are typically secured by personal guarantees of the borrowers.

As economic conditions deteriorate, the Company reduces its exposure in real estate loans with higher risk characteristics. In underwriting these loans, the Company performs a thorough 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 property securing the loan. Appraisals on properties securing commercial real estate loans originated by the Company are performed by independent appraisers.

Real estate - commercial loans generally present a higher level of risk than certain other types of loans, particularly during slow economic conditions.

Real Estate - Construction Lending:

The Company engages in real estate - construction lending in its primary market area and surrounding areas. The Company’s real estate - construction lending consists of 1-4 family residential construction loans and other construction loans, which are construction loans for purposes other than constructing 1-4 family residential properties such as land development and commercial building construction loans.

The Company’s 1-4 family residential construction loans are loans for constructing 1-4 family residential properties, which will secure the loan. Other construction loans are generally secured with the subject property, and advances are made in conformity with a pre-determined draw schedule supported by independent inspections. Terms of construction loans depend on the specifics of the project, such as estimated absorption rates, estimated time to complete, etc.

In underwriting real estate - construction loans, the Company performs a thorough analysis of the financial condition of the borrower, the borrower’s credit history and, when applicable, the reliability and predictability of the cash flow generated by the project using feasibility studies, market data, and other resources. Most appraisals on properties securing real estate - construction loans originated by the Company are performed by independent appraisers.

Real estate - construction loans generally present a higher level of risk than certain other types of loans, particularly during slow economic conditions. The difficulty of estimating total construction costs adds to the risk as well.

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Table of Contents

Real Estate - Mortgage Lending:

The Company’s real estate - mortgage portfolio is comprised of 1-4 family residential mortgages and business loans secured by 1-4 family properties. One-to-four family residential mortgage loan originations, including home equity installment and home equity lines of credit loans, are generated by the Company’s marketing efforts, its present customers, walk-in customers and referrals. These loans originate primarily within the Company’s market area or with customers primarily from the market area.

The Company offers fixed-rate and adjustable rate real estate - mortgage loans with a term up to a maximum of 25-years for both permanent structures and those under construction. The Company’s 1-4 family residential mortgage originations are secured primarily by properties located in its primary market area and surrounding areas. Most of the Company’s residential real estate - mortgage loans originate with a loan-to-value of 80% or less. Home equity installment loans are secured by the borrower’s primary residence with a maximum loan-to-value of 80% and a maximum term of 15 years. Home equity lines of credit are secured by the borrower’s primary residence with a maximum loan-to-value of 90% and a maximum term of 20 years.

In underwriting 1-4 family residential real estate loans, the Company evaluates the borrower’s ability to make monthly payments, the borrower’s repayment history and the value of the property securing the loan. The ability to repay is determined by the borrower’s employment history, current financial conditions and credit background. The analysis is based primarily on the customer’s ability to repay and secondarily on the collateral or security. Most properties securing real estate loans made by the Company are appraised by independent fee appraisers. The Company generally requires mortgage loan borrowers to obtain an attorney’s title opinion or title insurance and fire and property insurance (including flood insurance, if necessary) in an amount not less than the amount of the loan. The Company does not engage in sub-prime residential mortgage originations.

Residential mortgage loans and home equity loans generally present a lower level of risk than certain other types of consumer loans because they are secured by the borrower’s primary residence. Risk is increased when the Company is in a subordinate position for the loan collateral.

Obligations of States and Political Subdivisions:

The Company lends to local municipalities and other tax-exempt organizations. These loans are primarily tax-anticipation notes and, as such, carry minimal risk. Historically, the Company has never had a loss on any loan of this type.

Personal Lending:

The Company offers a variety of secured and unsecured personal loans, including vehicle loans, mobile home loans and loans secured by savings deposits as well as other types of personal loans.

Personal loan terms vary according to the type and value of collateral and creditworthiness of the borrower. In underwriting personal loans, a thorough analysis of the borrower’s willingness and financial ability to repay the loan as agreed is performed. The ability to repay is determined by the borrower’s employment history, current financial conditions and credit background.

Personal loans may entail greater credit risk than do residential mortgage loans, particularly in the case of personal loans which are unsecured or are secured by rapidly depreciable assets, such as automobiles or recreational equipment. In such cases, any repossessed collateral for a defaulted personal loan may not provide an adequate source of repayment of the outstanding loan balance because of the greater likelihood of damage, loss or depreciation. In addition, personal loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.

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Table of Contents

According to ASC 326, an entity may make an accounting policy election not to measure an allowance for credit losses for accrued interest receivable if the entity writes off the applicable accrued interest receivable balance in a timely manner. The Company has made the accounting policy election not to measure an allowance for credit losses for accrued interest receivable for all loan segments. Accrual of interest on loans is discontinued when the payment of principal or interest is considered to be in doubt or when a loan becomes contractually past due by 90 days or more with respect to principal or interest, except for loans that are well-secured and in the process of collection. When a loan is placed on nonaccrual status, any accrued but uncollected interest is reversed from current income.

ASC 326 requires the Company to establish a liability for anticipated credit losses for unfunded commitments. To accomplish this, the Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Company. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. At June 30, 2023, the Company had $54.1 million in unfunded commitments and $291,000 in anticipated credit losses in the reserve for unfunded lending commitments subject to ASC 326 requirements; the reserve is recorded in other liabilities on the Consolidated Balance Sheets as opposed to in the ACL. Provisions to the reserve for unfunded lending commitments are recorded as other noninterest expense on the Consolidated Statements of Income.

The determination of the ACL is complex, and the Company makes decisions on the effects of matters that are inherently uncertain. Evaluations of the loan portfolio and individual credits require certain estimates, assumptions and judgements as to the facts and circumstances related to particular situations or credits. There may be significant changes in the ACL in future periods determined by factors prevailing at that point in time along with future forecasts.

Loan Portfolio Classification

The following table presents the loan portfolio by class at June 30, 2023 and December 31, 2022.

(Dollars in thousands)

    

    

 

June 30, 2023

 

December 31, 2022

Commercial, financial and agricultural

$

63,386

$

61,458

Real estate - commercial

207,287

199,206

Real estate - construction:

 

 

1-4 family residential construction

5,275

7,995

Other construction loans

43,897

42,753

Real estate - mortgage

 

160,524

 

150,290

Obligations of states and political subdivisions

20,376

18,770

Personal

 

4,439

 

4,040

Total

$

505,184

$

484,512

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Table of Contents

The following table discloses allowance for credit loss activity by loan class for the three and six months ended June 30, 2023.

    

    

    

Real estate-

    

    

Obligations

    

    

    

Commercial,

construction

Real estate-

of states

(Dollars in thousands)

financial and

Real estate-

1-4 family

construction

and political

Real estate-

agricultural

commercial

residential

other

subdivisions

mortgage

Personal

Total

Three Months Ended

June 30, 2023

Balance, beginning of period

$

632

$

2,596

$

157

$

771

$

45

$

1,112

$

61

$

5,374

Provision for loan losses

 

45

 

81

 

(44)

 

(51)

 

(4)

 

19

 

1

 

47

Charge-offs

 

 

 

 

 

 

 

(1)

 

(1)

Recoveries

 

 

 

 

 

 

19

 

3

 

22

Balance, end of period

$

677

$

2,677

$

113

$

720

$

41

$

1,150

$

64

$

5,442

Six Months Ended

June 30, 2023

Allowance for credit losses:

Beginning balance, prior to ASC 326 adoption

$

297

$

1,110

$

69

$

1,077

$

54

$

1,385

$

35

$

4,027

Impact of adopting ASC 326

337

1,204

114

(407)

(9)

(497)

15

757

Initial allowance on loans purchased with credit deterioration

106

248

354

Credit loss expense (1)

 

43

 

257

 

(70)

50

(4)

(4)

18

 

290

Loans charged off

 

 

 

 

 

 

(19)

 

(8)

 

(27)

Recoveries collected

 

 

 

 

 

 

37

 

4

 

41

Total ending allowance balance (1)

$

677

$

2,677

$

113

$

720

$

41

$

1,150

$

64

$

5,442

(1)Allowance/credit loss expense are not comparable to prior periods due to the adoptions of ASC 326.

The following table discloses allowance for credit loss activity by loan class for the three and six months ended June 30, 2022, prior to the adoption of ASC 326.

    

    

    

    

Obligations

    

    

    

Commercial,

of states

(Dollars in thousands)

financial and

Real estate-

Real estate-

and political

Real estate-

agricultural

commercial

construction

subdivisions

mortgage

Personal

Total

Three Months Ended

June 30, 2022

Allowance for loan losses:

Beginning balance

$

259

$

836

$

1,170

$

47

$

1,228

$

36

$

3,576

Provision for loan losses

 

27

 

98

 

38

 

9

 

49

 

1

 

222

Loans charged off

 

 

 

 

 

 

(3)

 

(3)

Recoveries collected

 

 

 

 

 

17

 

1

 

18

Total ending allowance balance

$

286

$

934

$

1,208

$

56

$

1,294

$

35

$

3,813

Six Months Ended

June 30, 2022

Allowance for loan losses:

Beginning balance

$

251

$

1,020

$

884

$

45

$

1,269

$

39

$

3,508

Provision for loan losses

 

35

 

(86)

 

324

 

11

 

(33)

 

(1)

 

250

Loans charged off

 

 

 

 

 

(1)

 

(5)

 

(6)

Recoveries collected

 

 

 

 

 

59

 

2

 

61

Total ending allowance balance

$

286

$

934

$

1,208

$

56

$

1,294

$

35

$

3,813

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Table of Contents

The following table summarizes loans by loan class, segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment as of December 31, 2022, prior to the adoption of ASC 326.

    

    

    

    

Obligations

    

    

    

Commercial,

of states

(Dollars in thousands)

financial and

Real estate-

Real estate-

and political

Real estate-

agricultural

commercial

construction

subdivisions

mortgage

Personal

Total

December 31, 2022

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Loans allocated by:

Individually evaluated for impairment

$

$

2,025

$

$

$

377

$

$

2,402

Acquired with credit deterioration

334

419

753

Collectively evaluated for impairment

61,458

196,847

50,748

18,770

149,494

4,040

481,357

$

61,458

$

199,206

$

50,748

$

18,770

$

150,290

$

4,040

$

484,512

Allowance for loan losses allocated by:

Individually evaluated for impairment

$

$

$

$

$

$

$

Acquired with credit deterioration

Collectively evaluated for impairment

297

1,110

1,146

54

1,385

35

4,027

$

297

$

1,110

$

1,146

$

54

$

1,385

$

35

$

4,027

There were no consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process as of June 30, 2023. As of December 31, 2022, there was $123,000 in consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process. Charge-offs will occur when a confirmed loss is identified. Professional appraisals of collateral, discounted for expected selling costs, appraisal age, economic conditions and other known factors, are used to determine the charge-off amount.

Following the adoption of ASC 326 as of January 1, 2023, the definitions of impairment and related impaired loan disclosures were removed. However, under ASC 326, loans that do not share risk characteristics are not evaluated collectively and are instead individually evaluated.  When management determines foreclosure is probable, expected credit losses are based on the fair value of the collateral, adjusted for selling costs as appropriate.  

The following table presents the amortized cost basis of collateral-dependent loans by class of loans and collateral type as of June 30, 2023.

(Dollars in thousands)

    

Real Estate

Real estate - mortgage

$

61

Total

$

61

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Table of Contents

The following table summarizes information regarding impaired loans by portfolio class as of December 31, 2022, prior to the adoption of ASC 326.

(Dollars in thousands)

As of December 31, 2022

    

Recorded

    

Unpaid Principal

    

Related

Investment

Balance

Allowance

Impaired loans

With no related allowance recorded:

 

  

 

  

 

  

Real estate - commercial

$

2,025

$

2,471

$

Acquired with credit deterioration

 

334

344

 

Real estate - mortgage

 

377

 

993

 

Acquired with credit deterioration

 

419

634

 

Total:

 

  

 

  

 

  

Real estate - commercial

$

2,025

$

2,471

$

Acquired with credit deterioration

 

334

 

344

 

Real estate – mortgage

 

377

 

993

 

Acquired with credit deterioration

 

419

 

634

 

$

3,155

$

4,442

$

Average recorded investment of impaired loans and related interest income recognized for the three and six months ended June 30, 2022 are summarized in the tables below, prior to the adoption of ASC 326.

(Dollars in thousands)

Three Months Ended June 30, 2022

    

Average

    

Interest

    

Cash Basis

Recorded

Income

Interest

Investment

Recognized

Income

Impaired loans

With no related allowance recorded:

 

  

 

  

 

  

Real estate - commercial

$

5,241

$

68

$

Acquired with credit deterioration

 

348

 

 

Real estate - mortgage

 

399

 

2

 

10

Acquired with credit deterioration

 

454

 

 

Total:

 

  

 

  

 

  

Real estate - commercial

$

5,241

$

68

$

Acquired with credit deterioration

 

348

 

 

Real estate - mortgage

 

399

 

2

 

10

Acquired with credit deterioration

 

454

 

 

$

6,442

$

70

$

10

(Dollars in thousands)

Six Months Ended June 30, 2022

    

Average

    

Interest

    

Cash Basis

Recorded

Income

Interest

Investment

Recognized

Income

Impaired Loans

With no related allowance recorded:

 

  

 

  

 

  

Real estate - commercial

$

5,252

$

131

$

Acquired with credit deterioration

 

350

 

 

Real estate - mortgage

 

412

 

5

 

20

Acquired with credit deterioration

 

462

 

 

Total:

 

  

 

  

 

  

Real estate - commercial

$

5,252

$

131

$

Acquired with credit deterioration

 

350

 

 

Real estate - mortgage

 

412

 

5

 

20

Acquired with credit deterioration

 

462

 

 

$

6,476

$

136

$

20

The recorded investment in loans excludes accrued interest receivable and loan origination fees, net, due to immateriality. For purposes of this disclosure, the unpaid principal balance is not reduced for partial charge-offs.

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Table of Contents

Loans on which the accrual of interest has been discontinued are designated as non-accrual loans. Accrual of interest on loans is generally discontinued when the contractual payment of principal or interest has become 90 days past due or reasonable doubt exists as to the full, timely collection of principal or interest. However, it is the Company’s policy to continue to accrue interest on loans over 90 days past due if (1) they are guaranteed or well secured and (2) there is an effective means of timely collection in process.

When a loan is placed on non-accrual status, all unpaid interest credited to income in the current year is reversed against current period income, and unpaid interest accrued in prior years is charged against the allowance for credit losses. Interest received on nonaccrual loans generally is either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal. Generally, accruals are resumed on loans only when the obligation is brought fully current with respect to interest and principal, has performed in accordance with the contractual terms for a reasonable period and the ultimate collectability of the total contractual principal and interest is no longer in doubt. The Company’s nonaccrual and charge-off policies are the same, regardless of the loan type.

The following tables present the amortized cost basis of loans on nonaccrual status, including nonaccrual status loans with no allowance, and loans past due over 89 days still accruing.

(Dollars in thousands)

Nonaccrual with

Loans Past Due

No Allowance

Over 89 Days

As of June 30, 2023

for Credit Loss

Nonaccrual

Still Accruing(1)

Commercial, financial and agricultural

$

$

21

$

Real estate - mortgage

61

Total

$

61

$

21

$

(Dollars in thousands)

Loans Past Due

Nonaccrual with

Over 89 Days

As of December 31, 2022

No Allowance

Nonaccrual

Still Accruing(1)

Commercial, financial and agricultural

$

$

$

24

Real estate - commercial

7

Real estate - mortgage

139

4

Personal

 

 

 

4

Total

$

$

139

$

39

(1)These loans are guaranteed, or well-secured, and there is an effective means of collection in process.

The Company recognized $12,000 and $22,000 in interest income on nonaccrual loans during the three and six months ended June 30, 2023, respectively.

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The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. Past due status is determined by the contractual terms of the loan. The following tables present the classes of the loan portfolio, summarized by the past due status as of June 30, 2023 and December 31, 2022, respectively.

(Dollars in thousands)

Greater

3059 Days

6089 Days

Than 89 Days

Total Past

As of June 30, 2023

Past Due(1)

Past Due

Past Due

Due

Commercial, financial and agricultural

$

1

$

$

$

1

Real estate - mortgage

197

53

250

Personal

 

2

 

 

 

2

Total

$

200

$

$

53

$

253

(Dollars in thousands)

Greater

3059 Days

6089 Days

Than 89 Days

Total Past

As of December 31, 2022

    

Past Due(1)

    

Past Due

    

Past Due

    

Due

Commercial, financial and agricultural

$

75

$

$

24

$

99

Real estate - commercial

 

 

104

 

7

 

111

Real estate - mortgage

 

205

 

36

 

142

 

383

Personal

 

27

 

1

 

4

 

32

$

307

$

141

$

177

$

625

(1)Loans are considered past due when the borrower is in arrears on two or more monthly payments.

Occasionally, the Company modifies loans to borrowers in financial difficulty by providing principal forgiveness, term extension, an other-then-insignificant payment delay or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged off against the allowance for credit losses. In some cases, the Company may provide 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 principal forgiveness, may be granted. There were no loans modified to borrowers experiencing financial difficulty during the three or six months ended June 30, 2023 and, as such, there were no payment defaults on loans modified to borrowers experiencing financial difficulty during the three or six months ended June 30, 2023.

If the Company determines a modified loan (or a 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.

As of December 31, 2022, the Company had a recorded investment in troubled debt restructurings of $2.3 million with no specific reserves or any charge-offs related to the troubled debt restructured loans and no commitments to lend additional amounts to these customers as of December 31, 2022. There were no troubled debt restructured loans in default within 12 months of restructure during the year ended December 31, 2022, nor were there any loans whose terms were modified, resulting in troubled debt  restructurings during 2022.

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis includes loans to commercial customers with an aggregate loan exposure greater than $500,000

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and for lines of credit more than $50,000. This analysis is performed on a continuing basis, with all such loans reviewed annually. The Company uses the following definitions for risk ratings:

Special Mention - Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date. Loans in this category are reviewed no less than quarterly.

Substandard - Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Loans in this category are reviewed no less than monthly.

Doubtful - Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing facts, conditions, and values, highly questionable and improbable. Loans in this category are reviewed no less than monthly.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass-rated loans.

The following tables present the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company’s internal risk rating system as of June 30, 2023 and December 31, 2022, respectively.

(Dollars in thousands)

Special

As of June 30, 2023

    

Pass

    

Mention

    

Substandard

    

Doubtful

    

Total

Commercial, financial and agricultural

$

62,143

$

1,222

$

21

$

$

63,386

Real estate - commercial

 

190,982

 

15,296

 

1,009

 

 

207,287

Real estate - construction:

 

1-4 family residential construction

4,878

 

397

 

 

 

5,275

Other construction loans

43,895

 

2

 

 

 

43,897

Real estate - mortgage

 

160,249

 

214

 

61

 

 

160,524

Obligations of states and political subdivisions

 

20,376

 

 

 

 

20,376

Personal

 

4,439

 

 

 

 

4,439

Total

$

486,962

$

17,131

$

1,091

$

$

505,184

(Dollars in thousands)

Special

As of December 31, 2022

    

Pass

    

Mention

    

Substandard

    

Doubtful

    

Total

Commercial, financial and agricultural

$

60,990

$

468

$

$

$

61,458

Real estate - commercial

 

186,977

 

9,802

 

2,427

 

 

199,206

Real estate - construction

 

50,008

740

 

 

50,748

Real estate - mortgage

 

149,272

 

222

 

796

 

 

150,290

Obligations of states and political subdivisions

 

18,770

 

 

 

 

18,770

Personal

 

4,040

 

 

 

 

4,040

Total

$

470,057

$

11,232

$

3,223

$

$

484,512

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Based on the most recent analysis performed, the amortized cost basis by risk category of loans by class of loan and by origination year is as follows:

Revolving

Revolving

(Dollars in thousands)

Loans

Loans

Amortized

Converted

As of June 30, 2023

    

2023

    

2022

    

2021

    

2020

    

2019

    

Prior

    

Cost Basis

    

to Term

    

Total

Commercial, financial and agricultural:

Risk Rating

Pass

$

4,053

$

6,937

$

13,819

$

5,587

$

4,404

$

1,360

$

25,983

$

$

62,143

Special Mention

121

218

117

191

575

1,222

Substandard

21

21

Doubtful

Total commercial, financial and agricultural loans

$

4,053

$

7,058

$

13,819

$

5,805

$

4,521

$

1,572

$

26,558

$

$

63,386

Commercial, financial and agricultural loans:

Current period gross write offs

$

$

$

$

$

$

$

$

$

Real estate - commercial:

Risk Rating

Pass

$

9,013

$

58,966

$

23,186

$

16,518

$

18,280

$

61,340

$

3,679

$

$

190,982

Special Mention

620

9,034

228

5,034

380

15,296

Substandard

1,009

1,009

Doubtful

Total real estate - commercial loans

$

9,633

$

58,966

$

23,186

$

25,552

$

18,508

$

67,383

$

4,059

$

$

207,287

Real estate - commercial:

Current period gross write offs

$

$

$

$

$

$

$

$

$

Real estate - construction - 1-4 family residential:

Risk Rating

Pass

$

868

$

3,773

$

$

217

$

$

20

$

$

$

4,878

Special Mention

397

397

Substandard

Doubtful

Total real estate - construction - 1-4 family residential loans

$

1,265

$

3,773

$

$

217

$

$

20

$

$

$

5,275

Real estate - construction - 1-4 family residential:

Current period gross write offs

$

$

$

$

$

$

$

$

$

Real estate - construction - other:

Risk Rating

Pass

$

471

$

5,681

$

17,348

$

7,208

$

496

$

3,881

$

8,810

$

$

43,895

Special Mention

2

2

Substandard

Doubtful

Total real estate - construction - other loans

$

471

$

5,681

$

17,350

$

7,208

$

496

$

3,881

$

8,810

$

$

43,897

Real estate - construction - other:

Current period gross write offs

$

$

$

$

$

$

$

$

$

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Revolving

Revolving

(Dollars in thousands)

Loans

Loans

Amortized

Converted

As of June 30, 2023 (cont.)

    

2023

    

2022

    

2021

    

2020

    

2019

    

Prior

    

Cost Basis

    

to Term

    

Total

Real estate - mortgage:

Risk Rating

Pass

$

11,537

$

46,566

$

21,237

$

15,546

$

5,807

$

50,415

$

9,141

$

$

160,249

Special Mention

214

214

Substandard

61

61

Doubtful

Total real estate - mortgage loans

$

11,537

$

46,566

$

21,237

$

15,546

$

5,807

$

50,690

$

9,141

$

$

160,524

Real estate - mortgage:

Current period gross write offs

$

$

$

$

$

$

(19)

$

$

$

(19)

Obligations of states and political subdivisions:

Risk Rating

Pass

$

2,623

$

3,889

$

2,577

$

5,269

$

12

$

6,005

$

1

$

$

20,376

Special Mention

Substandard

Doubtful

Total Obligations of states and political subdivisions

$

2,623

$

3,889

$

2,577

$

5,269

$

12

$

6,005

$

1

$

$

20,376

Obligations of states and political subdivisions:

Current period gross write offs

$

$

$

$

$

$

$

$

$

Personal:

 

Risk Rating

Pass

$

1,589

$

1,520

$

609

$

151

$

176

$

289

$

105

$

$

4,439

Special Mention

Substandard

Doubtful

Total personal loans

$

1,589

$

1,520

$

609

$

151

$

176

$

289

$

105

$

$

4,439

Personal:

Current period gross write offs

$

$

$

$

$

$

(2)

$

$

$

(2)

7. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

On September 8, 2006, the Company acquired a branch office in Richfield, PA. Goodwill associated with this transaction is carried at $2.0 million. On November 30, 2015, the Company acquired FNBPA Bancorp, Inc. and, as a result, carries goodwill of $3.4 million relating to the acquisition. On April 30, 2018, the Company acquired the remainder of the outstanding common stock of Liverpool Community Bank and, as a result, carries goodwill of $3.6 million relating to the acquisition. On May 12, 2023, the Company acquired a branch office (“Path Valley”) in Spring Run, Pennsylvania. Goodwill associated with this transaction is carried at $824,000.

Total goodwill at June 30, 2023 and December 31, 2022 was $9.9 million and $9.0 million, respectively. Goodwill is not amortized but is tested annually for impairment as of December 31, or more frequently if certain events occur which might indicate goodwill has been impaired. There was no goodwill impairment during the six months ended June 30, 2023 or June 30, 2022.

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Intangible Assets

On November 30, 2015, a core deposit intangible in the amount of $303,000 associated with the FNBPA Bancorp, Inc. acquisition was recorded and is being amortized over a ten-year period using a sum of the year’s digits basis. Amortization expense recognized for the intangibles related to the FNBPA acquisition for the three and six months ended June 30, 2023 was $4,000 and $8,000, respectively, and for the three and six months ended June 30, 2022 was $7,000 and $13,000, respectively.

On April 30, 2018, a core deposit intangible in the amount of $289,000 associated with the Liverpool Community Bank acquisition was recorded and is being amortized over a ten-year period using a sum of the year’s digit basis. Amortization expense recognized for the intangible related to the Liverpool Community Bank acquisition for the respective three and six months ended June 30, 2023 was $7,000 and $14,000, respectively, and for the three and six months ended June 30, 2022 was $8,000 and $16,000, respectively.

On May 12, 2023, a core deposit intangible in the amount of $303,000 associated with the Path Valley branch acquisition was recorded and is being amortized over a ten-year period using a sum of the year’s digit basis. Amortization expense recognized for the intangible related to the Path Valley branch acquisition for the respective three and six months ended June 30, 2023 was $9,000, while no amortization expense was recorded for the three and six months ended June 30, 2022.

The following table shows the amortization schedule for each of the intangible assets recorded.

(Dollars in thousands)

    

Path Valley

    

FNBPA

    

LCB

Acquisition

Acquisition

Acquisition

Core

Core

Core

Deposit

Deposit

Deposit

Intangible

Intangible

Intangible

Beginning Balance at Acquisition Date

$

303

$

303

$

289

Amortization expense recorded prior to January 1, 2022

 

 

250

 

167

Amortization expense recorded in the twelve months

 

  

 

  

 

  

ended December 31, 2022

 

 

21

 

33

Unamortized balance as of December 31, 2022

 

 

32

 

89

Amortization expense recorded in the

 

 

six months ended June 30, 2023

9

8

 

14

Unamortized balance as of June 30, 2023

$

294

$

24

$

75

Scheduled remaining amortization expense for years ended:

 

 

 

December 31, 2023

$

28

$

8

$

14

December 31, 2024

51

11

 

23

December 31, 2025

 

46

 

5

 

17

December 31, 2026

 

40

 

12

December 31, 2027

 

35

 

7

Thereafter

94

2

8. DEPOSITS

At June 30, 2023 and December 31, 2022, time deposits that met or exceeded the FDIC insurance limit of $250,000 were $30.2 million and $13.2 million, respectively.

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9. BORROWINGS

Borrowings consisted of the following as of June 30, 2023 and December 31, 2022.

(Dollars in thousands)

June 30, 

December 31, 

    

2023

    

2022

Securities sold under agreements to repurchase

$

8,827

$

7,585

Overnight advances with FHLB

 

17,000

 

28,125

Short-term debt

16,000

20,000

Long-term debt with FHLB

 

20,000

 

20,000

$

61,827

$

75,710

Long-term debt is comprised only of Federal Home Loan Bank (“FHLB”) advances with an original maturity of one year or more. The following table summarizes the scheduled maturities of long-term debt as of June 30, 2023.

(Dollars in thousands)

Scheduled

Weighted Average

Year

    

Maturities

    

Interest Rate

2023

$

%

2024

15,000

2.29

2025

5,000

 

2.41

2026

 

 

2027

 

 

Thereafter

$

20,000

 

2.32

%

10. STOCK COMPENSATION PLAN

Long-Term Incentive Plan

The Company maintains the 2016 Long-Term Incentive Plan (the “Plan”); the Plan amended and restated the former 2011 Stock Option Plan (the “2011 Plan”). The Plan continues in effect for any outstanding awards under the 2011 Plan in accordance with the terms and conditions governing such awards immediately prior to the effective date of the Plan. The Plan expanded the types of awards authorized by the 2011 Plan to include, among others, restricted stock. Under the provisions of the Plan, awards may consist of grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock and performance shares to officers and key employees of the Company, as well as directors. The Plan is administered by a committee of the Board of Directors.

The maximum number of shares of common stock that may be issued under the Plan is 300,000 shares, and 162,503 shares remained available for grant as of June 30, 2023. Shares of common stock issued under the Plan may be treasury shares or authorized but unissued shares. Forfeited awards are returned to the pool of shares available for grant for future awards.

Through the six months ended June 30, 2023, 11,409 restricted shares were awarded to certain officers and all directors. Each of the awards vest after three-years, with no interim vesting. As of June 30, 2023, there was $253,000 of unrecognized compensation cost related to all non-vested restricted stock awards. This cost is expected to be recognized over the vesting period through February 2026.

Compensation expense for stock options granted and restricted stock awarded is measured using the fair value of the award on the grant date and is recognized over the vesting period. The Company recognized stock-based compensation expense for the three and six months ended June 30, 2023 of $39,000 and $71,000, respectively, and for the three and six months ended June 30, 2022 of $79,000 and $116,000, respectively.

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The following table presents a summary of the status of the Company’s non-vested restricted stock awards as of June 30, 2023. Changes during the period then ended are presented further below:

    

    

Weighted

Average

Grant Date

Shares

Fair Value

Non-vested at January 1, 2023

 

20,975

$

17.10

Vested

 

(6,739)

 

19.05

Forfeited

Granted

 

11,409

 

16.25

Non-vested at June 30, 2023

 

25,645

$

16.21

No stock options were awarded during the six months ended June 30, 2023. Previously granted stock options vest over a period of three to five years and are exercisable at the grant price, which is at least the fair market value of the stock on the grant date. The Plan provides that the option price per share may not be less than the fair market value of the stock on the day the option was granted, and in no event less than the par value of such stock. Options granted under the Plan are exercisable no earlier than one year after the date of grant and expire ten years after the date of the grant. All options previously granted under the Plans are scheduled to expire by February 17, 2025.

Total options outstanding as of June 30, 2023 have exercise prices between $17.72 and $17.80, with a weighted average exercise price of $17.76 and a weighted average remaining contractual life of 1.16 years.

As of June 30, 2023, there was no unrecognized compensation cost related to options granted under the Plan and no options were exercised under the Plan during the period.

A summary of the status of the outstanding stock options as of June 30, 2023, and changes during the period then ended, is presented below:

    

    

Weighted

Average

Exercise

Shares

Price

Outstanding at beginning of year

 

60,347

$

17.74

Granted

 

 

Exercised

 

 

Expired

 

(9,922)

 

17.65

Outstanding at end of year

 

50,425

$

17.76

Employee Stock Purchase Plan

The Company has an Employee Stock Purchase Plan under which employees, through payroll deductions, may purchase shares of Company stock annually. The option price of the stock purchases is between 95% and 100% of the fair market value of the stock on the offering termination date as determined annually by the Board of Directors. The maximum number of shares which employees may purchase under the Plan is 250,000; however, the annual issuance of shares may not exceed 5,000 shares plus any unissued shares from prior offerings. There were 4,230 and 5,026 shares issued from treasury under this plan during the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, there were 152,420 shares reserved for issuance under the Employee Stock Purchase Plan.

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11. FAIR VALUE MEASUREMENT

Fair value measurement and disclosure guidance defines fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability is not adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact. Additional guidance is provided on determining when the volume and level of activity for the asset or liability has significantly decreased. The guidance also includes instruction on identifying circumstances when a transaction may not be considered orderly.

Fair value measurement and disclosure guidance provides a list of factors that a reporting entity should evaluate to determine whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. When the reporting entity concludes that there has been a significant decrease in the volume and level of activity for the asset or liability, further analysis of the information from that market is needed, and significant adjustments to the related prices may be necessary to estimate fair value in accordance with fair value measurement and disclosure guidance.

This guidance clarifies that, when there has been a significant decrease in the volume and level of activity for the asset or liability, some transactions may not be orderly. In those situations, the entity must evaluate the weight of the evidence to determine whether the transaction is orderly. The guidance provides a list of circumstances that may indicate that a transaction is not orderly. A transaction price that is not associated with an orderly transaction is given little, if any, weight when estimating fair value.

The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, the guidance establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

Level 2 Inputs – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 Inputs – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

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Table of Contents

An asset’s or liability’s placement in the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy, is set forth below.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Equity Securities – The fair value of equity securities is based upon quoted prices in active markets and is reported using Level 1 inputs.

Debt Securities – For debt securities where quoted prices are not available, fair values are calculated based on market prices of similar securities and are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurement from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the debt securities’ terms and conditions, among other things. For debt securities where quoted prices or market prices of similar securities are not available, fair values are calculated using other market indicators and are reported at fair value utilizing Level 3 inputs.

Derivatives – The fair values of derivatives are based on valuation models using observable market data as of the measurement date utilizing Level 2 inputs. The Company’s derivatives were comprised of interest rate swaps traded in an over-the-counter market where quoted market prices were not always available; therefore, the fair values were determined using quantitative models that utilize multiple market inputs. The inputs varied based on the type of yield curves, prepayment rates and volatility factors used to value the position. Most market inputs were actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services.

Other Real Estate Owned – Certain assets included in other real estate owned are carried at fair value as a result of impairment and accordingly are presented as measured on a non-recurring basis. Values are estimated using Level 3 inputs, based on appraisals that consider the sales prices of property in the proximate vicinity.

Mortgage Servicing Rights – The fair value of servicing assets is based on the present value of estimated future cash flows on pools of mortgages stratified by rate and maturity date and are considered Level 3 inputs.

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Table of Contents

The following tables summarize financial assets and financial liabilities measured at fair value as of June 30, 2023 and December 31, 2022 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value. There were no assets measured at fair value on a non-recurring basis as of June 30, 2023 or December 31, 2022.

    

(Level 1)

    

(Level 2)

    

(Level 3)

    

Quoted Prices in

Significant

Significant

(Dollars in thousands)

Active Markets

Other

Other

for Identical

Observable

Unobservable

June 30, 2023

Assets

Inputs

Inputs

Total

Assets measured at fair value on a recurring basis:

 

  

 

  

 

  

 

  

Debt securities available for sale:

 

  

 

  

 

  

 

  

Obligations of U.S. Government agencies and corporations

$

$

13,852

$

$

13,852

Obligations of state and political subdivisions

 

 

7,638

 

 

7,638

Corporate debt securities

7,136

5,908

13,044

Mortgage-backed securities

 

 

34,564

 

 

34,564

Total debt securities available for sale

$

$

63,190

$

5,908

$

69,098

Equity securities

$

992

$

$

$

992

Mortgage servicing rights

$

$

$

87

$

87

    

(Level 1)

    

(Level 2)

    

(Level 3)

    

Quoted Prices in

Significant

Significant

(Dollars in thousands)

Active Markets

Other

Other

for Identical

Observable

Unobservable

December 31, 2022

Assets

Inputs

Inputs

Total

Assets measured at fair value on a recurring basis:

 

  

 

  

 

  

 

  

Debt securities available for sale:

 

  

 

  

 

  

 

  

Obligations of U.S. Government agencies and corporations

$

$

13,705

$

$

13,705

Obligations of state and political subdivisions

 

 

7,679

 

 

7,679

Corporate debt securities

8,196

7,145

15,341

Mortgage-backed securities

 

 

36,811

 

 

36,811

Total debt securities available for sale

$

$

66,391

$

7,145

$

73,536

Equity securities

$

1,056

$

$

$

1,056

Mortgage servicing rights

$

$

$

92

$

92

Interest rate swaps

$

$

268

$

$

268

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Table of Contents

The table below presents a reconciliation of the beginning and ending balances of investment securities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three month periods ended June 30, 2023 and 2022.

Three Months Ended

Six Months Ended

(Dollars in thousands)

June 30, 

June 30, 

2023

2022

2023

2022

Investment Securities:

Beginning balance

$

6,649

$

4,270

$

7,145

$

4,520

Total gains (loss) included in OCI

(741)

(482)

(1,237)

(732)

Purchases

4,000

4,000

Principal payments and other

Sales

Balance, end of period

$

5,908

$

7,788

$

5,908

$

7,788

Mortgage servicing rights and assets measured at fair value on a nonrecurring basis for which Level 3 inputs have been used to determine fair value are immaterial to the Company’s consolidated financial statements.

Fair Value of Financial Instruments

Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, the fair value estimates reported herein are not necessarily indicative of the amounts the Company could have realized in sales transactions on the dates indicated. The estimated fair value amounts have been measured as of their respective year ends and have not been re-evaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments after the respective reporting dates may be different from the amounts reported at each quarter end.

The information presented below should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is provided only for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.

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Table of Contents

The carrying amounts and estimated fair values of the Company’s financial instruments are as follows:

Financial Instruments

(Dollars in thousands)

June 30, 2023

December 31, 2022

    

Carrying

    

Fair

    

Carrying

    

Fair

Value

Value

Value

Value

Financial assets:

Cash and due from banks

$

14,383

$

14,383

$

10,856

$

10,856

Interest bearing deposits with banks

 

190

 

190

 

143

 

143

Debt securities available for sale

 

69,098

 

69,098

 

73,536

 

73,536

Debt securities held to maturity

205,208

202,266

209,565

209,887

Restricted investment in bank stock

2,483

 

N/A

 

3,666

 

N/A

Loans, net of allowance for credit losses

 

499,742

 

486,249

 

480,485

 

467,667

Interest rate swaps

268

268

Accrued interest receivable

 

2,226

 

2,226

 

2,124

 

2,124

Financial liabilities:

 

  

 

  

 

  

 

  

Time deposits

$

188,511

$

182,196

$

142,271

$

134,417

Securities sold under agreements to repurchase

 

8,827

 

N/A

 

7,585

 

N/A

Short-term borrowings

 

33,000

 

32,874

 

48,125

 

48,122

Long-term debt

 

20,000

 

19,259

 

20,000

 

19,156

Other interest bearing liabilities

 

1,006

 

1,001

 

1,011

 

1,009

Accrued interest payable

 

827

 

827

 

333

 

333

Off-balance sheet financial instruments:

 

  

 

  

 

  

 

  

Commitments to extend credit

$

$

$

$

Letters of credit

 

 

 

 

The following tables present the carrying amount, fair value and placement in the fair value hierarchy of the Company’s financial instruments not previously disclosed as of June 30, 2023 and December 31, 2022. The tables exclude financial instruments for which the carrying amount approximates fair value.

    

    

    

(Level 1)

    

(Level 2)

    

(Level 3)

Quoted Prices in

Significant

Significant

(Dollars in thousands)

Active Markets

Other

Other

Carrying

for Identical

Observable

Unobservable

Amount

Fair Value

Assets or Liabilities

Inputs

Inputs

June 30, 2023

Financial instruments - Assets

 

  

 

  

 

  

 

  

 

  

Debt securities held to maturity

$

205,208

$

202,266

$

$

202,266

$

Loans, net of allowance for credit losses

499,742

486,249

486,249

Financial instruments - Liabilities

 

 

 

  

 

 

  

Time deposits

$

188,511

$

182,196

$

$

182,196

$

Long-term debt

 

20,000

 

19,259

 

 

19,259

 

Other interest bearing liabilities

 

1,006

 

1,001

 

 

1,001

 

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(Level 1)

(Level 2)

(Level 3)

Quoted Prices in

Significant

Significant

(Dollars in thousands)

Active Markets

Other

Other

Carrying

for Identical

Observable

Unobservable

    

Amount

    

Fair Value

    

Assets or Liabilities

    

Inputs

    

Inputs

December 31, 2022

Financial instruments - Assets

 

  

 

  

 

  

 

  

 

  

Debt securities held to maturity

$

209,565

$

209,887

$

$

209,887

$

Loans, net of allowance for credit losses

 

480,485

 

467,667

 

 

 

467,667

Financial instruments - Liabilities

 

 

 

  

 

 

  

Time deposits

$

142,271

$

134,417

$

$

134,417

$

Long-term debt

 

20,000

 

19,156

 

 

19,156

 

Other interest bearing liabilities

 

1,011

 

1,009

 

 

1,009

 

12. COMMITMENTS, CONTINGENT LIABILITIES AND GUARANTEES

In the ordinary course of business, the Company makes commitments to extend credit to its customers through letters of credit, loan commitments and lines of credit. At June 30, 2023, the Company had $113.0 million outstanding in loan commitments and other unused lines of credit extended to its customers as compared to $116.1 million at December 31, 2022.

The Company does not issue any guarantees that would require liability recognition or disclosure, other than its letters of credit. Letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third-party. Generally, financial and performance letters of credit have expiration dates within one year of issuance, while commercial letters of credit have longer term commitments. The credit risk involved in issuing letters of credit is essentially the same as the risks that are involved in extending loan facilities to customers. The Company generally holds collateral and/or personal guarantees supporting these commitments. The Company had outstanding $2.5 million and  $2.6 million of financial and performance letters of credit commitments as of June 30, 2023 and December 31, 2022, respectively. Commercial letters of credit as of June 30, 2023 and December 31, 2022 totaled $9.9 million and $9.8 million, respectively. Management believes the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential number of future payments required under the corresponding guarantees. The amount of the liability as of June 30, 2023 for payments under letters of credit issued was not material. Because these instruments have fixed maturity dates, and because many of them will expire without being drawn upon, they do not generally present any significant liquidity risk.

Additionally, the Company has sold qualifying residential mortgage loans to the FHLB as part of its Mortgage Partnership Finance Program (“Program”). Under the terms of the Program, there is limited recourse back to the Company for loans that do not perform in accordance with the terms of the loan agreement. Each loan sold under the Program is “credit enhanced” such that the individual loan’s rating is raised to “BBB”, as determined by the FHLB. The Program can be terminated by either the FHLB or the Company, without cause. The FHLB has no obligation to commit to purchase any mortgage loans through, or from, the Company.

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13. DERIVATIVES

The Company may use interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. As of June 30, 2023, the Company had no interest rate swaps as the remaining cash flow hedge matured in April 2023. As of December 31, 2022, an interest rate swap with a notional amount of $20.0 million was designated as a cash flow hedge of a short-term FHLB advance. The notional amount of the interest rate swap did not represent amounts exchanged by the parties. The amount exchanged was determined by reference to the notional amount and the other term of the individual interest rate swap agreement.

The interest rate swap was determined to be fully effective during the periods presented and, as such, no amount of ineffectiveness was included in net income. The aggregate fair value of the swap was $0 as of June 30, 2023 and $268,000 as of December 31, 2022, and was recorded in other assets on the Consolidated Statements of Condition, with changes in fair value recorded in other comprehensive income.

The effect of cash flow hedge accounting on accumulated other comprehensive income for the periods ended June 30, 2023 and December 31, 2022 were as follows:

(Dollars in thousands)

June 30, 2023

    

Amount of Gain

    

Location of Gain

    

Amount of Gain

Recognized in

Reclassified

Reclassified from

OCI on Derivatives

from OCI into Income

OCI into Income

Interest rate contract

$

2

Interest expense on short-term borrowings and repurchase agreements

$

(269)

Total

$

2

$

(269)

(Dollars in thousands)

December 31, 2022

    

Amount of Gain

    

Location of Gain

    

Amount of Gain

Recognized in

Reclassified

Reclassified from

OCI on Derivatives

from OCI into Income

OCI into Income

Interest rate contract

$

18

Interest expense on short-term borrowings and repurchase agreements

$

(291)

Swap termination gain

1,202

Other non-interest income

(1,202)

Total

$

1,220

$

(1,493)

The effect of cash flow hedge accounting on the Consolidated Statements of Income for the three and six months ended June 30, 2023 and 2022 was as follows:

Amount of Gain or Loss Recognized in Income on Cash Flow Hedging Relationships

Income (Expense)

Income (Expense)

Three Months Ended

Six Months Ended

(Dollars in thousands)

June 30, 

June 30, 

2023

2022

2023

2022

Effects of cash flow hedging:

Gain (loss) on cash flow hedging relationships:

Amount reclassified from AOCI into income

$

55

$

27

$

269

$

16

Amount reclassified from AOCI into income for swap termination

1,215

1,215

Total

$

55

$

1,242

$

269

$

1,231

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14. BRANCH ACQUISITION

On May 12, 2023, the Company completed the acquisition of a branch office in Spring Run, Pennsylvania. The acquisition included real estate and deposits. The liabilities were recorded on the balance sheet at their estimated fair values as of May 12, 2023, and their results of operations have been included in the Consolidated Statement of Income since such date.

Included in the purchase price of the branch was goodwill and core deposit intangible of $824,000 and $303,000, respectively. The core deposit intangible will be amortized over a ten-year period using a sum of the year’s digit basis. The goodwill will not be amortized but will be measured annually for impairment.

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed:

(Dollars in thousands)

Assets:

  

Cash received at settlement

$

17,241

Branch cash

170

Fixed assets

250

Goodwill (1)

824

Core deposit intangible (1)

303

Other assets purchased

2

$

18,790

Liabilities:

Deposits purchased

$

18,736

Other liabilities assumed (1)

54

$

18,790

(1)The estimated fair values of the assets and liabilities, including identifiable intangible assets, are subject to refinement. Subsequent adjustments to the estimated fair values of assets and liabilities acquired, and the resulting goodwill, is allowed for a period of up to one year after the acquisition date for new information that becomes available reflecting circumstances at the acquisition date.

15. SUBSEQUENT EVENTS

On July 18, 2023, the Board of Directors declared a cash dividend of $0.22 per share to shareholders of record on August 17, 2023, payable on September 1, 2023.

On July 25, 2023, PACW announced a merger with Banc of California, Inc. (“BANC”) and will operate under the BANC name and brand. The merger is an all-stock transaction. BANC also announced that it has entered into investment agreements to issue $400.0 million of equity securities in conjunction with the merger. Management believes that this capital infusion and planned repositioning of the balance sheet reduces credit risk associated with the $1.5 million PACW subordinated debt owned by the Company.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements:

The information contained in this Quarterly Report on Form 10-Q contains forward looking statements (as such term is defined in the Securities Exchange Act of 1934 and the regulations thereunder). These forward-looking statements may include projections of, or guidance on, the Company’s future financial performance, expected levels of future expenses, including future credit losses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in the Company’s business or financial results. When words such as "may”, "should”, "will”, "could”, "estimates”, "predicts”, "potential”, "continue”, "anticipates”, "believes”, "plans”, "expects”, "future”, "intends”, “projects”, the negative of these terms and other comparable terminology are used in this report, Juniata is making forward-looking statements. Any forward-looking statement made by the Company in this document is based only on Juniata’s current expectations, estimates and projections about future events and financial trends affecting the financial condition of its business based on information currently available to the Company and speaks only as of the date when made. Juniata undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new or updated information, future events, or otherwise. Forward-looking statements are not historical facts or guarantees of future performance. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control, and actual results may differ materially from this forward-looking information and therefore, should not be unduly relied upon.  Many factors could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements, including, but not limited to: (i) the factors set forth in the sections of Juniata’s Annual Report on Form 10-K for the year ended December 31, 2022, titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Juniata’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and factors set forth in other current and periodic reports which Juniata has or will file with the Securities and Exchange Commission, and (ii) the following factors:

changes in general economic, business and political conditions, including inflation, a recession or intensified international hostilities;
the impact of adverse changes in the economy and real estate markets, including protracted periods of low-growth and sluggish loan demand;
the effect of market interest rates and uncertainties, and relative balances of rate-sensitive assets to rate-sensitive liabilities, on net interest margin and net interest income;
the effect of competition on rates of deposit and loan growth and net interest margin;
increases in non-performing assets, which may result in increases in the allowance for credit losses, loan charge-offs and elevated collection and carrying costs related to such non-performing assets;
other income growth, including the impact of regulatory changes which have reduced debit card interchange revenue;
investment securities gains and losses, including other than temporary declines in the value of securities which may result in charges to earnings;
the effects of changes in the applicable federal income tax rate;
the level of other expenses, including salaries and employee benefit expenses;
the impact of increased regulatory scrutiny of the banking industry;
the impact of governmental monetary and fiscal policies, as well as legislative and regulatory changes;
the results of regulatory examination and supervision processes;
the failure of assumptions underlying the establishment of reserves for loan and lease losses, and estimations of collateral values and various financial assets and liabilities;
the increasing time and expense associated with regulatory compliance and risk management;
the ability to implement business strategies, including business acquisition activities and organic branch, product and service expansion strategies;
capital and liquidity strategies, including the impact of the capital and liquidity requirements modified by the Basel III standards;

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the effects of changes in accounting policies, standards, and interpretations on the presentation in the Company’s consolidated balance sheets and consolidated statements of income;
the Company’s failure to identify and to address cyber-security risks;
the Company’s ability to keep pace with technological changes;
the Company’s ability to attract and retain talented personnel;
the Company’s reliance on its subsidiary for substantially all its revenues and its ability to pay dividends;
acts of war or terrorism;
disruptions due to flooding, climate change, severe weather, or other natural disasters;
failure of third-party service providers to perform their contractual obligations;
the impact of any increased unrealized losses on debt securities on accumulated other comprehensive income and stockholders’ equity; and
the possibility of a contagion in the banking industry because of the recent bank failures and resulting emphasis on liquidity, uninsured deposits and customer and industry concentrations in the deposit base.

Critical Accounting Policies:

Disclosure of the Company’s significant accounting policies is included in the Company’s critical accounting policies in its Annual Report on Form 10-K for the year ended December 31, 2022 and in Note 2 of this document. Some of these policies require significant judgments, estimates, and assumptions to be made by management, most particularly in connection with determining the provision for credit losses and the appropriate level of the allowance for credit losses.

General:

The following discussion relates to the consolidated financial condition of the Company as of June 30, 2023, compared to December 31, 2022, and the consolidated results of operations for the three and six months ended June 30, 2023, compared to the same periods in 2022. This discussion should be read in conjunction with the interim consolidated financial statements and related notes included herein.

Overview:

Juniata Valley Financial Corp. is a Pennsylvania corporation organized in 1983 to be the holding company of The Juniata Valley Bank. The Bank is a state-chartered bank headquartered in Mifflintown, Pennsylvania. Juniata Valley Financial Corp. and its subsidiary bank derive substantially all their income from banking and bank-related services, including interest earned on residential real estate, commercial mortgage, commercial and consumer loans, interest earned on investment securities and fee income from deposit services and other financial services provided to its customers.

Financial Condition:

On May 12, 2023, Juniata completed the acquisition of the former Orrstown Bank Path Valley branch office. As a result of the acquisition, Juniata added approximately $18.7 million in deposits. In addition, $824,000 in goodwill was recorded, as well as a core deposit intangible of $303,000, which is being amortized over a ten-year period using a sum of the year’s digit basis.

Total assets as of June 30, 2023, were $845.5 million, an increase of $14.6 million, or 1.8%, compared to December 31, 2022. Comparing asset balances as of June 30, 2023 and December 31, 2022, total cash and cash equivalents increased by $3.6 million, or 32.5%, which is reflective of the Company’s overall funding position. Over the same period, total loans increased by $20.7 million, or 4.3%, while debt securities decreased by $8.8 million, or 3.1%.  As of June 30, 2023 the allowance for credit losses increased $1.4 million, or 35.1%, compared to December 31, 2022 primarily due to recording the CECL Day 1 entry of $1.1 million upon the adoption of ASU 326 on January 1, 2023.

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Total deposits increased by $28.5 million, or 4.0%, as of June 30, 2023 compared to December 31, 2022, which allowed the Company to repay a portion of its overnight FHLB borrowings, resulting in a decrease in short-term borrowings and repurchase agreements of $13.9 million, or 24.9%, over the same period. On May 12, 2023, the Company assumed $18.7 million in deposits upon the completion of the acquisition of the Path Valley branch office.

The table below shows changes in deposit volumes by type of deposit between December 31, 2022 and June 30, 2023.

(Dollars in thousands)

June 30, 

December 31, 

Change

 

    

2023

    

2022

    

$

    

%

 

Deposits:

Demand, non-interest bearing

 

$

195,300

 

$

199,131

 

$

(3,831)

 

(1.9)

%

Interest bearing demand and money market

216,369

227,028

(10,659)

 

(4.7)

Savings

139,797

143,082

(3,285)

 

(2.3)

Time deposits, $250,000 and more

30,171

13,238

16,933

 

127.9

Other time deposits

158,340

129,033

29,307

 

22.7

Total deposits

 

$

739,977

 

$

711,512

 

$

28,465

 

4.0

%

As shown in the table below, total loans increased $20.7 million, or 4.3%, between December 31, 2022 and June 30, 2023. Juniata experienced loan growth in all segments, except 1-4 family residential construction loans, which have declined due to the higher market interest rate environment.

(Dollars in thousands)

June 30, 

December 31, 

Change

 

    

2023

    

2022

    

$

    

%

 

Loans:

Commercial, financial and agricultural

 

$

63,386

 

$

61,458

 

$

1,928

 

3.1

%

Real estate – commercial

207,287

199,206

8,081

 

4.1

Real estate – construction:

1-4 family residential construction

5,275

7,995

(2,720)

 

(34.0)

Other construction loans

43,897

42,753

1,144

 

2.7

Real estate – mortgage

160,524

150,290

10,234

 

6.8

Obligations of states and political subdivisions

20,376

18,770

1,606

 

8.6

Personal

4,439

4,040

399

 

9.9

Total loans

 

$

505,184

 

$

484,512

 

$

20,672

 

4.3

%

A summary of the activity in the allowance for credit losses for the six month periods ended June 30, 2023 and 2022, respectively, is presented below.

(Dollars in thousands)

Six months ended June 30, 

 

    

2023

    

2022

 

January 1, beginning balance, prior to ASC 326 adoption

 

$

4,027

 

$

3,508

Impact of adopting ASC 326

1,111

Loans charged off

(27)

(6)

Recoveries of loans previously charged off

41

61

Net recoveries

14

55

Provision for credit losses

290

250

Balance of allowance – end of period

 

$

5,442

 

$

3,813

Ratio of net recoveries during period to average loans outstanding

(0.00)

%  

(0.01)

%

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Juniata adopted ASU 326 as of January 1, 2023, resulting in the recording of a $1.1 million increase to the allowance for credit losses. While Juniata continued to experience favorable asset quality trends, elevated qualitative risk factors were considered due to the uncertainty in the economy and the potential effects of the increasing interest rate environment. A credit loss expense of $290,000 was recorded in the six months ended June 30, 2023, compared to a provision expense of $250,000 for the six months ended June 30, 2022.

As of June 30, 2023, there were $17.1 million of loans classified as special mention compared to $11.2 million at December 31, 2022, $1.1 million classified as substandard at June 30, 2023 compared to $3.2 million at December 31, 2022, and no loans classified as doubtful at either June 30, 2023 or December 31, 2022. The increase in special mention loans as of June 30, 2023 compared to December 31, 2022 was primarily due to the downgrade of a commercial real estate construction loan that was converted to a commercial real estate mortgage loan in the second quarter of 2023. The decline in substandard loans was primarily due to the partial pay-off of a real estate-commercial loan during the first quarter of 2023, as well as the upgrade of former troubled debt restructured and PCI (now PCD) loans upon the adoptions of ASU 2022-02 and ASU 2016-13, respectively, as these performing loans were only considered substandard at December 31, 2022 because of their PCI and TDR impaired loan classifications. Management believes the reserves carried were adequate to cover forecasted expected credit losses related to these relationships as of June 30, 2023. Management also believes the Company has sufficient liquidity and capital and an adequate allowance for credit losses to absorb losses that may occur but continues to closely monitor the financial strength of borrowers and their ability to comply with repayment terms.

Loans on which the accrual of interest has been discontinued are designated as non-accrual loans. Accrual of interest on loans is generally discontinued when the contractual payment of principal or interest has become 90 days past due or reasonable doubt exists as to the full, timely collection of principal or interest. However, it is the Company’s policy to continue to accrue interest on loans over 90 days past due if (1) they are guaranteed or well secured and (2) there is an effective means of timely collection in process.

The following table summarizes the Bank’s non-performing loans on June 30, 2023 compared to December 31, 2022.

(Dollars in thousands)

June 30, 2023

December 31, 2022

Non-performing loans

Non-accrual loans

$

82

$

139

Accruing loans past due 90 days or more

 

 

39

Total

$

82

$

226

Loans outstanding

$

505,184

$

484,512

Ratio of non-performing loans to loans outstanding

0.02

%  

0.04

%

Ratio of non-accrual loans to loans outstanding

0.02

%  

0.03

%

Allowance for credit losses to non-accrual loans

6,636.59

%  

2,897.12

%

Total non-performing loans as of June 30, 2023 decreased $144,000 compared to total non-performing loans as of December 31, 2022, primarily due to a decline in non-accrual loans when performing PCD (formerly PCI) real estate – mortgage loans were returned to accruing status following the adoption of ASC 326, as these loans were only classified as nonaccrual at December 31, 2022 because of their PCI classifications.

Subsequent to June 30, 2023, the following event took place:

On July 18, 2023, the Board of Directors declared a cash dividend of $0.22 per share to shareholders of record on August 17, 2023, payable on September 1, 2023.

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Comparison of the Three Months Ended June 30, 2023 and 2022

Operations Overview:

Net income for the three months ended June 30, 2023 was $1.4 million, a decrease of $585,000, or 29.5%, compared to the three months ended June 30, 2022. Basic and diluted earnings per share was $0.28 for the three months ended June 30, 2023 compared to basic and diluted earnings per share of $0.40 for the comparable 2022 period.

Annualized return on average assets for the three months ended June 30, 2023 was 0.67%, compared to the annualized return on average assets of 0.97% for the same period in 2022. For the three months ended June 30, annualized return on average equity was 14.97% in 2023 compared to 15.53% in 2022.

Presented below are selected key ratios for the two periods:

Three Months Ended

June 30, 

    

2023

    

2022

    

Return on average assets (annualized)

 

0.67

%  

0.97

%

Return on average equity (annualized)

 

14.97

%  

15.53

%

Average equity to average assets

4.47

%  

6.23

%

Non-interest income, as a percentage of average assets (annualized)

 

0.66

%  

0.67

%

Non-interest expense, as a percentage of average assets (annualized)

 

2.61

%  

2.45

%

The discussion that follows further explains changes in the components of net income when comparing the three months ended June 30, 2023 with the three months ended June 30, 2022.

Net Interest Income:

Net interest income was $5.7 million during the three months ended June 30, 2023, a decrease of $355,000, or 5.9%, compared to $6.0 million during the three months ended June 30, 2022.

Average earning assets increased $41.4 million, or 5.2%, to $833.9 million during the three months ended June 30, 2023, compared to the same period in 2022, primarily due to an increase of $70.4 million, or 16.6%, in average loans, partially offset by a decline of $29.0 million, or 8.0%, in average investment securities. Average interest bearing liabilities increased by $26.6 million, or 4.6%, compared to the comparable 2022 period, primarily due to growth in short-term borrowings. The yield on average loans and investment securities increased by 50 basis points and 12 basis points, respectively, for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 while the rate on short-term borrowings and other interest bearing liabilities increased by 235 basis points over the same period, primarily due to the 350 basis point increase in market interest rates between periods. The yield on earning assets increased 52 basis points, to 3.92%, during the three months ended June 30, 2023 compared to same period in 2022, while the cost to fund interest earning assets with interest bearing liabilities increased 118 basis points, to 1.66%.

The net interest margin, on a fully tax equivalent basis, decreased from 3.08% during the three months ended June 30, 2022, to 2.76% during the three months ended June 30, 2023.

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The table below shows the net interest margin on a fully tax-equivalent basis for the three months ended June 30, 2023 and 2022.

Average Balance Sheets and Net Interest Income Analysis

Three Months Ended

Three Months Ended

(Dollars in thousands)

June 30, 2023

June 30, 2022

Increase (Decrease) Due To (6)

Average

Yield/

Average

Yield/

    

Balance(1)

    

Interest

    

Rate

    

Balance(1)

    

Interest

    

Rate

    

Volume

    

Rate

    

Total

ASSETS

  

  

  

  

  

  

  

  

  

Interest earning assets:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Loans:

Taxable loans (5)

$

466,019

$

6,291

 

5.41

%  

$

398,661

$

4,864

 

4.89

%  

$

824

$

603

 

$

1,427

Tax-exempt loans

 

28,939

 

218

 

3.02

 

25,943

 

188

 

2.91

 

22

 

8

 

 

30

Total loans

 

494,958

 

6,509

 

5.27

 

424,604

 

5,052

 

4.77

 

846

 

611

 

 

1,457

Investment securities:

  

 

  

 

  

Taxable investment securities

 

327,113

 

1,579

 

1.93

 

355,431

 

1,609

 

1.81

 

(128)

 

98

 

 

(30)

Tax-exempt investment securities

 

6,783

 

37

 

2.18

 

7,423

 

40

 

2.16

 

(3)

 

 

 

(3)

Total investment securities

 

333,896

 

1,616

 

1.94

 

362,854

 

1,649

 

1.82

 

(131)

 

98

 

 

(33)

Interest bearing deposits

 

5,059

 

29

 

2.29

 

5,039

 

18

 

1.46

 

 

11

 

 

11

Federal funds sold

 

 

 

0.01

 

 

 

0.00

 

 

 

 

Total interest earning assets

 

833,913

 

8,154

 

3.92

 

792,497

 

6,719

 

3.40

 

715

 

720

 

 

1,435

Other assets (7)

 

1,379

 

  

 

  

 

27,656

 

  

 

  

 

  

 

  

 

 

  

Total assets

$

835,292

 

  

 

  

$

820,153

 

  

 

  

 

  

 

  

 

 

  

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

  

Interest bearing liabilities:

 

  

 

  

 

  

 

  

 

  

 

  

 

 

  

 

 

  

Interest bearing demand deposits (2)

$

212,813

 

555

 

1.05

$

242,083

 

191

 

0.32

$

(23)

$

387

 

$

364

Savings deposits

 

138,229

 

17

 

0.05

 

151,953

 

19

 

0.05

 

(2)

 

 

 

(2)

Time deposits

 

184,189

 

1,313

 

2.86

 

137,546

 

340

 

0.99

 

116

 

857

 

 

973

Short-term and long-term borrowings and other interest bearing liabilities

 

64,385

 

596

 

3.71

 

41,453

 

141

 

1.36

 

78

 

377

 

 

455

Total interest bearing liabilities

 

599,616

 

2,481

 

1.66

 

573,035

 

691

 

0.48

 

169

 

1,621

 

 

1,790

Non-interest bearing liabilities:

 

  

 

  

 

 

  

 

  

 

  

 

  

 

  

 

 

  

Demand deposits

 

192,347

 

  

 

  

 

190,847

 

  

 

  

 

 

  

 

 

  

Other

 

5,973

 

  

 

  

 

5,204

 

  

 

  

 

 

  

 

 

  

Stockholders’ equity

 

37,356

 

  

 

  

 

51,067

 

  

 

  

 

 

  

 

 

  

Total liabilities and stockholders’ equity

$

835,292

 

  

 

  

$

820,153

 

  

 

  

 

  

 

 

  

Net interest income and net interest rate spread

 

  

$

5,673

 

2.26

%  

 

  

$

6,028

 

2.93

%  

$

546

$

(901)

 

$

(355)

Net interest margin on interest earning assets (3)

 

  

 

  

 

2.73

%  

 

  

 

  

 

3.05

%  

 

  

 

 

 

Net interest income and net interest margin - Tax equivalent basis (4)

 

  

$

5,741

 

2.76

%  

 

  

$

6,089

 

3.08

%  

 

  

Notes:

1)Average balances were calculated using a daily average.
2)Includes interest-bearing demand and money market accounts.
3)Net margin on interest earning assets is net interest income divided by average interest earning assets.
4)Interest on obligations of states and municipalities is not subject to federal income tax. To make the net yield comparable on a fully taxable basis, a tax equivalent adjustment is applied against the tax-exempt income utilizing a federal tax rate of 21%.
5)Non-accruing loans are included in the above table until they are charged off.
6)The change in interest due to rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.
7)Includes gross unrealized gains (losses) on securities available for sale.

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Allowance for Credit Losses (“ACL”):

Juniata adopted ASU 2016-13 – Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments as of January 1, 2023, resulting in the recording of a $1.1 million increase to the allowance for credit losses. The new current expected credit loss (CECL) model is based on forecasted economic scenarios as well as qualitative factors specific to Juniata. The ACL represents management’s assessment of the estimated credit losses the Company will receive over the life of the loan. ACL requires a projection of credit losses over the contract lifetime of the credit adjusted for prepayment tendencies.

Management analyzes the adequacy of the ACL regularly through reviews of the loan portfolio. Consideration is given to economic conditions, changes in interest rates and the effect of such changes on collateral values and borrowers’ ability to pay, changes in the composition of the loan portfolio and trends in past due and non-performing loan balances. The ACL is a material estimate that is susceptible to significant fluctuation and is established through a provision for credit losses based on management’s evaluation of the inherent risk in the loan portfolio. In addition to extensive in-house loan monitoring procedures, the Company utilizes an outside party to conduct an independent loan review of commercial loan and commercial real estate loan relationships. Management utilizes the results of this outside loan review to assess the effectiveness of its internal loan grading system as well as to assist in the assessment of the overall adequacy of the ACL associated with these types of loans.

The ACL is made up of two basic components. The first component of the allowance for credit loss is the specific reserve in which the Company sets aside reserves based on the analysis of individual analyzed credits. In establishing specific reserves, the Company analyzes all substandard, doubtful and loss graded loans monthly and makes judgments about the risk of loss based on the cash flow of the borrower, the value of any collateral and the financial strength of any guarantors. If the loan is individually analyzed and cash flow dependent, then a specific reserve is established for the discount on the net present value of expected future cash flows. If the loan is individually analyzed and collateral dependent, then any shortfall is either charged off or a specific reserve is established. The Company also considers the impacts of any Small Business Administration guarantees. The specific reserve portion of the ACL was $4,000 at June 30, 2023, while there was no specific reserve at December 31, 2022.

The second component is a general reserve, which is used to record loan loss reserves for groups of homogenous loans for which the Company estimates the expected losses over the contractual lifetime of the loan, adjusted for prepayment tendencies. In addition, the future economic environment is incorporated into the projection with selected macro-economic variables to revert to the long-run historical mean after such time as management can no longer make or obtain a reasonable and supportable forecast.

Discounted cash flows (“DCF”) was selected as the appropriate method to analyze most of the Company’s loan segments, particularly loan segments with longer average lives and regular payment structures, because DCF allows for the effective incorporation of a reasonable and supportable forecast in a directionally consistent and objective manner. DCF generates cash flow projections at the instrument level where payment expectations are adjusted for prepayment and curtailment to produce an expected cash flow stream. This expected cash flow stream is compared to contractual cash flows to establish a valuation account for these loans.

The personal loan portfolio contains loans with many different payment structures, payment streams and collateral. The Weighted Average Remaining Life (“WARM”) method was deemed most appropriate for these loans. WARM uses an annual charge-off rate over several vintages to estimate credit losses. The average annual charge-off rate is applied to the contractual term adjusted for prepayments.

Additionally, the Company is using reasonable credit risk assumptions, based on an annual report produced by Moody’s, for the obligations of states and political subdivisions segment.

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Table of Contents

CECL requires a reasonable and supportable economic forecast when establishing the ACL. The Company estimates losses over a four quarter forecast period and has elected to revert historical loss experience over four quarters. The economic factors considered as part of the ACL were selected after a rigorous regression analysis and model selection process.

The quantitative general allowance was $2.5 million at both June 30, 2023 and January 1, 2023.

In addition to the quantitative analysis, a qualitative analysis is performed each quarter to provide additional general reserves on loan portfolios that are not individually analyzed for various factors. The overall qualitative factors are based on the following risk factors:

1)Lending Policy, Procedures, & Strategies - Changes in policy and/or underwriting standards as well as anticipated changes are considered, and a qualitative factor is applied in accordance with the magnitude and direction (loosening/tightening) of the change. In addition, any new loan programs are also taken into consideration when evaluating this factor.
2)Changes in Nature and Volume of the Portfolio - The composition of the Bank’s loan portfolio is assessed to evaluate possible risk changes arising from new or increasing types of loans, industries or collateral.
3)Credit & Lending Staff/Administration - The knowledge and experience of the lending and credit personnel is assessed.  
4)Problem Loan Trends - The level of delinquency, modifications, and extensions is used to measure the trends of the risk changes within the portfolio.
5)Concentrations - As an extension of the portfolio composition review, lending concentrations are monitored regularly. Concentrations may be measured by collateral, type, industry and geographical location.
6)Loan Review Results - Loan reviews conducted internally as well as by outside auditors or examiners are studied for indications of possible risk changes.
7)Collateral Values - Changes in market values of the underlying collateral are monitored on select loan types and pools.   Examples could include housing, CRE or cattle prices. These variations may indicate the need for risk adjustment as future loss levels could change if liquidation becomes necessary.
8)Regulatory and Business Environment - The impact of government fiscal and business policy as well as the regulatory environment are monitored and may result in possible adjustments to the risk factors.

In determining how to apply the weightings for the various qualitative factors, management considered which factors were not entirely considered within the base model and assessed which factors would have the highest impact on potential loan losses. Weights and risks are consistent across various segments except for instances where the risk factor is not applicable, or the segment is more or less exposed than other segments. Risk weighting is adjusted directionally based on relevancy and the ability to quantify an impact. For example, the economy and external factors were determined to have the most significant effect on the estimated losses largely because there is evidence that economic conditions are largely correlated and can explain a significant portion of historical changes in loss. Likewise, risks that are well-controlled throughout the organization, such as managerial contingencies and loan review controls require less allocation.

The qualitative analysis resulted in a general reserve of $2.9 million at June 30, 2023, compared to $2.6 million at January 1, 2023.

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Table of Contents

The determination of the ACL is complex, and the Company makes decisions on the effects of matter that are inherently uncertain. Evaluations of the loan portfolio and individual credits require certain estimates, assumptions and judgements as to the facts and circumstances related to particular situations or credits. There may be significant changes in the ACL in future periods determined by factors prevailing at that point in time along with future forecasts.

Non-interest Income:

Non-interest income was $1.4 million for each of the three months ended June 30, 2023 and June 30, 2022. Most significantly impacting non-interest income in the comparative three month periods was a $1.1 million decrease in the loss on sales and calls of securities recorded as no securities losses were recorded in the 2023 period, as well as a $1.2 million decrease in other noninterest income due to $1.2 million in gains from the termination of two derivatives contracts recorded in other non-interest income in the 2022 period. Also affecting non-interest income between the three months ended June 30, 2023 and 2022 was an increase of $110,000 in life insurance proceeds, which was partially offset by decreases of $39,000 in commissions from sales of non-deposit products, $24,000 in fees derived from loan activity and $23,000 in customer service fees.

As a percentage of average assets, annualized non-interest income was 0.66% for the three months ended June 30, 2023 compared to 0.67% for the three months ended June 30, 2022.

Non-interest Expense:

Non-interest expense was $5.5 million for the three months ended June 30, 2023, compared to $5.0 million for the three months ended June 30, 2022, an increase of 8.5%. Most significantly impacting non-interest expense in the comparative three month periods was a $280,000 increase in data processing expense due primarily to recording a $238,000 breakage fee paid to Juniata’s current core service provider as Juniata plans to convert to a new core service provider in the first quarter of 2024, as well as $209,000 in merger and acquisition expense recorded during the three months ended June 30, 2023 from the completion of the Path Valley branch acquisition in the second quarter of 2023. These increases were partially offset by a $120,000 decline in amortization of investment in low-income housing partnerships due to the completion of the amortization period for one of Juniata’s low-income housing partnership investments in January 2023.

As a percentage of average assets, annualized non-interest expense was 2.61% for the three months ended June 30, 2023 compared to 2.45% for the three months ended June 30, 2022. Excluding merger and acquisition expense, as well as the $238,000 breakage fee, annualized non-interest expense as a percentage of average assets was 2.40% for the three months ended June 30, 2023.

Provision for income taxes:

An income tax provision of $151,000 was recorded for the three months ended June 30, 2023 compared to an income tax provision of $177,000 recorded for the three months ended June 30, 2022. Juniata qualifies for a federal tax credit for investments in low-income housing partnerships. The tax credit decreased from $226,000 for the three months ended June 30, 2022 to $82,000 for the three months ended June 30, 2023 due to the completion of the amortization period for one of Juniata’s low-income housing partnership investments.

For the three months ended June 30, 2023, the tax credit lowered the effective tax rate from 15.1% to 9.7% compared to the same period in 2022, when the tax credit lowered the effective tax rate from 18.7% to 8.2%.

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Table of Contents

Comparison of the Six Months Ended June 30, 2023 and 2022

Operations Overview:

Net income for the six months ended June 30, 2023 was $3.1 million, a decrease of $1.0 million, or 23.6%, compared to the six months ended June 30, 2022, while basic and diluted earnings per share decreased by 24.4%, to $0.62, during the six months ended June 30, 2023 compared to basic and diluted earnings per share of $0.82 during the comparable 2022 period.

Annualized return on average assets for the six months ended June 30, 2023 was 0.75%, compared to 1.00% for the same period in 2022. For the six months ended June 30, annualized return on average equity was 16.87% in 2023, compared to 13.85% in 2022.

Presented below are selected key ratios for the two periods:

Six Months Ended

June 30, 

    

2023

    

2022

    

Return on average assets (annualized)

 

0.75

%  

1.00

%

Return on average equity (annualized)

 

16.87

%  

13.85

%

Average equity to average assets

4.46

%  

7.25

%

Non-interest income, as a percentage of average assets (annualized)

 

0.62

%  

0.65

%

Non-interest expense, as a percentage of average assets (annualized)

 

2.45

%  

2.42

%

The discussion that follows further explains changes in the components of net income when comparing the six months ended June 30, 2023 to the six months ended June 30, 2022.

Net Interest Income:

Net interest income was $11.4 million during the six months ended June 30, 2023, a decrease of $527,000, or 4.4%, compared to $12.0 million recorded during the six months ended June 30, 2022.

Average earning assets increased $51.1 million, or 6.6%, to $831.7 million during the six months ended June 30, 2023, compared to the same period in 2022, due primarily to an increase of $69.5 million, or 16.5%, in average loans. The increase in average loans was partially offset by a decline of $15.4 million, or 4.4%, in average investment securities as the amortization on the mortgage-backed securities portfolio was used to fund loan growth rather than being reinvested into the securities portfolio. Average interest bearing liabilities increased by $31.0 million, or 5.5%, during the six months ended June 30, 2023 compared to the comparable 2022 period, due primarily to growth in average short-term borrowings, which were also used to fund loan growth. The yield on average loans and investment securities increased by 32 basis points and 18 basis points, respectively, in the six months ended June 30, 2023 compared to the six months ended June 30, 2022, while the cost of short-term borrowings over the same period increased by 170 basis points primarily due to the increase in market interest rates as both the prime rate and federal funds target range increased by 350 basis points between periods. The yield on earning assets increased 44 basis points, to 3.86%, in the six months ended June 30, 2023 compared to the six months ended June 30, 2022, while the cost to fund interest earning assets with interest bearing liabilities increased 105 basis points, to 1.51%.

The net interest margin, on a fully tax equivalent basis, decreased from 3.12% during the six months ended June 30, 2022, to 2.81% during the six months ended June 30, 2023.

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The table below shows the net interest margin on a fully tax-equivalent basis for the six months ended June 30, 2023 and 2022.

Six Months Ended

Six Months Ended

(Dollars in thousands)

June 30, 2023

June 30, 2022

Increase (Decrease) Due To (6)

Average

Yield/

Average

Yield/

    

Balance(1)

    

Interest

    

Rate

    

Balance(1)

    

Interest

    

Rate

    

Volume

    

Rate

    

Total

ASSETS

  

  

  

  

  

  

  

  

  

Interest earning assets:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Loans:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Taxable loans (5)

$

461,980

$

12,201

 

5.33

%  

$

394,035

$

9,778

 

5.00

%  

$

1,700

$

723

 

$

2,423

Tax-exempt loans

 

28,662

 

428

 

3.01

 

27,069

 

382

 

2.84

 

23

 

23

 

 

46

Total loans

 

490,642

 

12,629

 

5.19

 

421,104

 

10,160

 

4.87

 

1,723

 

746

 

 

2,469

Investment securities:

 

  

 

 

  

 

 

 

  

 

  

 

 

  

Taxable investment securities

 

329,693

 

3,159

 

1.92

 

344,487

 

2,986

 

1.73

 

(128)

 

301

 

 

173

Tax-exempt investment securities

 

6,795

 

73

 

2.15

 

7,425

 

80

 

2.15

 

(7)

 

 

 

(7)

Total investment securities

 

336,488

 

3,232

 

1.92

 

351,912

 

3,066

 

1.74

 

(135)

 

301

 

 

166

Interest bearing deposits

 

4,552

 

45

 

1.98

 

7,535

 

25

 

0.68

 

(10)

 

30

 

 

20

Federal funds sold

 

 

 

 

 

 

0.00

 

 

 

 

Total interest earning assets

 

831,682

 

15,906

 

3.86

 

780,551

 

13,251

 

3.42

 

1,578

 

1,077

 

 

2,655

Other assets (7)

 

1,062

 

  

 

  

 

35,871

 

  

 

  

 

 

  

 

 

  

Total assets

$

832,744

 

  

 

  

$

816,422

 

  

 

  

 

  

 

  

 

 

  

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

  

Interest bearing liabilities:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

  

Interest bearing demand deposits (2)

$

212,376

 

1,029

 

0.98

$

241,561

 

276

 

0.23

$

(34)

$

787

 

$

753

Savings deposits

 

139,105

 

34

 

0.05

 

149,365

 

37

 

0.05

 

(3)

 

 

 

(3)

Time deposits

 

174,172

 

2,265

 

2.62

 

139,129

 

699

 

1.01

 

178

 

1,388

 

 

1,566

Short-term and long-term borrowings and other interest bearing liabilities

 

69,371

 

1,137

 

3.31

 

34,005

 

271

 

1.61

 

284

 

582

 

 

866

Total interest bearing liabilities

 

595,024

 

4,465

 

1.51

 

564,060

 

1,283

 

0.46

 

425

 

2,757

 

 

3,182

Non-interest bearing liabilities:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

  

Demand deposits

 

194,583

 

  

 

  

 

188,108

 

  

 

  

 

 

  

 

 

  

Other

 

6,020

 

  

 

  

 

5,060

 

  

 

  

 

 

  

 

 

  

Stockholders’ equity

 

37,117

 

  

 

  

 

59,194

 

  

 

  

 

 

  

 

 

  

Total liabilities and stockholders’ equity

$

832,744

 

  

 

  

$

816,422

 

  

 

  

 

  

 

 

  

Net interest income and net interest rate spread

 

  

$

11,441

 

2.35

%  

 

  

$

11,968

 

2.96

%  

$

1,153

$

(1,680)

 

$

(527)

Net interest margin on interest earning assets (3)

 

  

 

  

 

2.77

%  

 

  

 

  

 

3.09

%  

 

  

 

 

 

Net interest income and net interest margin - Tax equivalent basis (4)

 

  

$

11,574

 

2.81

%  

 

  

$

12,091

 

3.12

%  

 

  

Notes:

1)Average balances were calculated using a daily average.
2)Includes interest-bearing demand and money market accounts.
3)Net margin on interest earning assets is net interest income divided by average interest earning assets.
4)Interest on obligations of states and municipalities is not subject to federal income tax. To make the net yield comparable on a fully taxable basis, a tax equivalent adjustment is applied against the tax-exempt income utilizing a federal tax rate of 21%.
5)Non-accruing loans are included in the above table until they are charged off.
6)The change in interest due to rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.
7)Includes gross unrealized gains (losses) on securities available for sale.

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Table of Contents

Provision for Loan Losses:

A credit loss expense of $290,000 was recorded for the six months ended June 30, 2023, compared to a provision expense of $250,000 for the six months ended June 30, 2022. While Juniata continued to experience favorable asset quality trends, elevated qualitative risk factors, including economic uncertainty, national delinquency trends and the effects of the increasing interest rate environment, in addition to loan growth, were considered.

Management regularly reviews the adequacy of the allowance for loan losses and makes assessments as to specific loan impairment, charge-off expectations, general economic conditions in the Bank’s market area, specific loan quality and other factors. See the earlier discussion in the Financial Condition section explaining the information used to determine the provision.

Non-interest Income:

Non-interest income was $2.6 million during the six months ended June 30, 2023 compared to $2.7 million during the six months ended June 30, 2022, a decrease of $66,000, or 2.5%.

Most significantly impacting the comparative six month periods was a $1.1 million decline in the loss on sales and calls of securities due to the execution of a balance sheet and regulatory capital management strategy in 2022 in which $1.1 million in securities losses were offset by $1.2 million in gains from the termination of two derivatives contracts, recorded in other non-interest income. Also impacting the comparative six month periods was a $110,000 increase in life insurance proceeds during the six months ended June 30, 2023 compared to the six months ended June 30, 2022, which was offset by decreases of $61,000 in fees derived from loan activity, $57,000 in customer service fees and $48,000 in commissions from sales of non-deposit products.

As a percentage of average assets, annualized non-interest income was 0.62% in the first six months of 2023 compared to 0.65% in the comparable 2022 period.

Non-interest Expense:

Non-interest expense was $10.2 million during the six months ended June 30, 2023 compared to $9.9 million during the six months ended June 30, 2022, an increase of $322,000, or 3.3%.

Most significantly impacting non-interest expense in the comparative six month periods was a $298,000 increase in data processing expense primarily due to a $238,000 breakage fee paid to Juniata’s current core service provider as Juniata plans to convert to a new core service provider in the first quarter of 2024, as well as a $209,000 increase in merger and acquisition expense due to the completion of the Path Valley branch acquisition in the second quarter of 2023. These increases were partially offset by a decline of $208,000 in low-income housing partnership amortization expense during the six months ended June 30, 2023 versus the comparable 2022 period due to the completion of the 10-year amortization period in January 2023 for one of Juniata’s low-income housing partnership investments.

As a percentage of average assets, annualized non-interest expense was 2.45% during the six months ended June 30, 2023 compared to 2.42% during the six months ended June 30, 2022.

Provision for income taxes:

An income tax provision of $398,000 was recorded during the six months ended June 30, 2023 compared to an income tax expense of $386,000 recorded during the six months ended June 30, 2022.

The Company qualifies for a federal tax credit for a low-income housing project investment, and the tax provisions for each period reflected the application of the tax credit. The tax credit decreased from $451,000 for the six months ended

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Table of Contents

June 30, 2022 to $202,000 for the six months ended June 30, 2023 due to the completion of the amortization period for one of Juniata’s low-income housing partnership investments. The tax credit lowered the effective tax rate from 17.0% to 11.3% during the six months ended June 30, 2023 compared to the same period in 2022, when the tax credit lowered the effective tax rate from 18.7% to 8.6%.

Liquidity:

The objective of liquidity management is to ensure that sufficient funding is available, at a reasonable cost, to meet the ongoing operational cash needs of the Company and to take advantage of income producing opportunities as they arise. While the desired level of liquidity will vary depending upon a variety of factors, it is a primary goal of the Company to maintain an adequate level of liquidity in all economic environments. Principal sources of asset liquidity are provided by loans and securities maturing in one year or less, and other short-term investments, such as federal funds sold and cash and due from banks. Liability liquidity, which is more difficult to measure, can be met by attracting deposits and maintaining the core deposit base.

The Company is a member of the Federal Home Loan Bank of Pittsburgh for the purpose of providing short-term liquidity to supplement other sources of liability liquidity. During the six months ended June 30, 2023, overnight borrowings from the FHLB averaged $22.8 million. As of June 30, 2023, the Company had $17.0 million in short-term borrowings and $20.0 million in long-term debt with the Federal Home Loan Bank, with a remaining unused borrowing capacity of $183.7 million with the FHLB.

As of June 30, 2023, the Company had $16.0 million in short-term borrowings with the Federal Reserve’s Bank Term Funding Program (“BTFP”) with a remaining unused borrowing capacity at the Federal Reserve of $68.0 million. The Company opted to utilize the additional contingent liquidity source by taking advantage of its advantageous borrowing rate.

The Company also has two unsecured lines of credit with correspondent banks totaling $16.0 million, of which no funds were drawn at June 30, 2023.

Funding derived from securities sold under agreements to repurchase (accounted for as collateralized financing transactions) is available through corporate cash management accounts for business customers. This product provides the Company with the ability to pay interest on corporate checking accounts.

During the first quarter of 2023, the Company increased its internal policy limit for brokered deposits to $175.0 million from $100.0 million. As of June 30, 2023, the company had no brokered deposits.

At June 30, 2023, uninsured deposits represented 21.0% of the Company’s total deposits. This amount excludes deposits of state and political subdivisions because the Company pledges debt securities for deposits in excess of the $250,000 FDIC insurance limit.

In view of the sources previously mentioned and the steps taken by the Company during the first half of 2023, management believes the Company’s liquidity can provide the funds needed to meet operational cash needs.

Off-Balance Sheet Arrangements:

The Company’s consolidated financial statements do not reflect various off-balance sheet arrangements that are made in the normal course of business, which may involve some liquidity risk, credit risk and interest rate risk. These commitments consist mainly of loans approved but not yet funded, unused lines of credit and outstanding letters of credit. Letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third-party. Generally, financial and performance letters of credit have expiration dates within one year of issuance, while commercial letters of credit have longer term commitments. The credit risk involved in issuing letters of credit is essentially the same

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as the risks that are involved in extending loan facilities to customers. The Company generally holds collateral and/or personal guarantees supporting these commitments. As of June 30, 2023 and December 31, 2022, the Company had $2.5 million and $2.6 million, respectively, of financial and performance letters of credit commitments outstanding. Commercial letters of credit as of June 30, 2023 and December 31, 2022 totaled $9.9 million and $9.8 million, respectively.

Management believes the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payments required under the corresponding letters of credit. The current amount of the liability as of June 30, 2023 for payments under letters of credit issued was not material. Because these instruments have fixed maturity dates, and because many of them will expire without being drawn upon, they do not generally present any significant liquidity risk.

Additionally, the Company has sold qualifying residential mortgage loans to the FHLB as part of its Mortgage Partnership Finance Program (“Program”). Under the terms of the Program, there is limited recourse back to the Company for loans that do not perform in accordance with the terms of the loan agreement. Each loan sold under the Program is “credit enhanced” such that the individual loan’s rating is raised to “BBB”, as determined by the FHLB. The Program can be terminated by either the FHLB or the Company, without cause. The FHLB has no obligation to commit to purchase any mortgage through, or from, the Company.

Interest Rate Sensitivity:

Interest rate sensitivity management is overseen by the Asset/Liability Management Committee. This process involves the development and implementation of strategies to maximize net interest margin, while minimizing the earnings risk associated with changing interest rates. Traditional gap analysis identifies the maturity and re-pricing terms of all assets and liabilities. A simulation analysis is used to assess earnings and capital at risk from movements in interest rates.

Capital Adequacy:

Bank regulatory authorities in the United States issue risk-based capital standards. These capital standards relate a banking company’s capital to the risk profile of its assets and provide the basis by which all banking companies and banks are evaluated in terms of capital adequacy.

The Basel III risk-based capital standards require financial institutions to maintain: (a) a minimum ratio of common equity tier 1 (“CET1”) to risk-weighted assets of at least 4.5%, (b) a minimum ratio of tier 1 capital to risk-weighted assets of at least 6.0%; (c) a minimum ratio of total (that is, tier 1 plus tier 2) capital to risk-weighted assets of at least 8.0%; and (d) a minimum leverage ratio of 3.0%, calculated as the ratio of tier 1 capital balance sheet exposures plus certain off-balance sheet exposures (computed as the average for each quarter of the month-end ratios for the quarter). In addition, the rules also limit a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” of 2.5% above the minimum risk-based standards stated in (a) - (c).

At June 30, 2023, the Bank exceeded the regulatory requirements to be considered a "well capitalized" financial institution under Basel III, as well as exceeded the capital conservation buffer of 2.5% for the risk-based capital standards stated in (a) – (c) in the paragraph above.

The Company’s principal source of funds for dividend payments is dividends received from the Bank. Certain regulatory restrictions exist regarding the ability of the Bank to transfer funds to the Company in the form of cash dividends, loans or advances. At June 30, 2023, $36.0 million in undistributed earnings of the Bank, included in the consolidated stockholders’ equity, was available for distribution to the Company as dividends without prior regulatory approval, subject to regulatory capital requirements.

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of June 30, 2023, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined by the Securities Exchange Act of 1934 (“Exchange Act”), Rule 13a-15(e). Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. These controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential conditions, regardless of how remote.

Attached as Exhibits 31 and 32 to this quarterly report are certifications of the Chief Executive Officer and the Chief Financial Officer required by Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act. This portion of the Company’s quarterly report includes the information concerning the controls evaluation referred to in the certifications and should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Changes in Internal Control Over Financial Reporting

There were no significant changes in the Company’s internal control over financial reporting during the fiscal quarter ended June 30, 2023, that has materially affected, or is reasonably likely to materially affect, the internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1.         LEGAL PROCEEDINGS

In the opinion of management of the Company, there are no legal or governmental proceedings pending to which the Company or its subsidiary is a party or to which its property is subject, which, if determined adversely to the Company or its subsidiary, would be material in relation to the Company’s or its subsidiary’s financial condition. There are no proceedings pending other than ordinary routine litigation incident to the business of the Company or its subsidiary. In addition, no material proceedings are pending or are known to be threatened or contemplated against the Company or its subsidiary by government authorities.

Item 1A.      RISK FACTORS

Management has reviewed the risk factors that were previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. There are no material changes in risk factors as previously disclosed in the Form 10-K except as described below.

Resent adverse developments affecting the financial services industry, such as bank failures or concerns involving liquidity of banks, may have a material adverse effect on the Company’s operations.

Recent events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. For example, on March 10, 2023, March 12, 2023 and May 1, 2023, the Federal Deposit Insurance Corporation took control and was appointed receiver of Silicon Valley Bank (“SVB”), Signature Bank and First Republic Bank (“First Republic”), respectively, after each bank was unable to continue its operations largely due to concerns about each bank’s liquidity position. These events exposed potential vulnerabilities in the banking sector, including liquidity concerns, debt securities in bank investment portfolios yielding lower interest rates  than current market rates (when the carrying value of these securities are “marked to market”, a corresponding decrease in the bank’s capital is recorded), deposit concentrations,  a decline in customer confidence in individual banks and in the banking industry in general, significant deposit outflows, difficulty in raising additional capital, market volatility and contagion risk. These factors have also caused market prices of regional bank stocks to decline.

To date, the Company has not experienced any adverse impact to current and projected business operations, financial condition and results of operations as a result of the SVB, Signature Bank, First Republic or other recent bank failures. However, we are unable to predict the extent or nature of the impacts of these evolving circumstances at this time. If, for example, other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, the Company’s ability to access existing cash, cash equivalents and investments may be threatened. Therefore, while it is not currently possible to predict the potential impact that the failure of SVB, Signature Bank, First Republic or other bank failures could have on economic activity or the Company’s business in particular, the failure of other banks and financial institutions and the measures taken by governments, businesses and other organizations in response to these events could adversely impact the Company’s business, financial condition and results of operations.

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Item 2.         UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company periodically repurchases shares of its common stock under a share repurchase program approved by the Board of Directors. The program will remain authorized until all approved shares are repurchased, unless terminated by the Board of Directors. As of June 30, 2023, 207,743 shares remained available to purchase under that program. There were no transactions pursuant to the repurchase program in the three month period ended June 30, 2023.

No repurchase plan or program expired during the quarter. The Company has no stock repurchase plan or program that it has determined to terminate prior to expiration or under which it does not intend to make further purchases.

Item 3.        DEFAULTS UPON SENIOR SECURITIES

Not applicable

Item 4.        MINE SAFETY DISCLOSURES

Not applicable

Item 5.        OTHER INFORMATION

None

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Item 6.       EXHIBITS

3.1

Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3(i) to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2015)

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2022)

31.1

Rule 13a – 14(a)/15d – 14(a) Certification of President and Chief Executive Officer

31.2

Rule 13a – 14(a)/15d – 14(a) Certification of Chief Financial Officer

32.1

Section 1350 Certification of President and Chief Executive Officer

32.2

Section 1350 Certification of Chief Financial Officer

101.INS

XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

Juniata Valley Financial Corp.

(Registrant)

Date:

AUGUST 14, 2023

By:

/s/ Marcie A. Barber

Marcie A. Barber, President

Chief Executive Officer

(Principal Executive Officer)

Date:

August 14, 2023

By:

/s/ Michael W. Wolf

Michael W. Wolf

Chief Financial Officer

(Principal Accounting Officer and

Principal Financial Officer)

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