# Fidelity D & D Bancorp Inc: Form 10-Q for the period ended Mar 31, 2023

- Company: [Fidelity D & D Bancorp Inc](/companies/fdbc.md) (CIK 1098151)
- Form: 10-Q
- Filed: 2023-05-12
- Accepted by EDGAR: May 12, 2023, 21:16 ET
- Period: 2023-03-31
- Accession: 0001437749-23-014271
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1098151/000143774923014271/fdbc20230331_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1098151/000143774923014271/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2023-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Interest expense | 3 months, 2023-01-01 to 2023-03-31 | $5.3m | us-gaap:InterestExpense |
| Income tax | 3 months, 2023-01-01 to 2023-03-31 | $1.2m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2023-01-01 to 2023-03-31 | $7.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2023-01-01 to 2023-03-31 | $1.24 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2023-01-01 to 2023-03-31 | $1.25 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2023-01-01 to 2023-03-31 | 5,692,103 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2023-01-01 to 2023-03-31 | $7.1m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2023-01-01 to 2023-03-31 | $718.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 3 months, 2023-01-01 to 2023-03-31 | $1.7m | us-gaap:PaymentsOfDividends |
| Cash and equivalents | at 2023-03-31 | $63.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2023-03-31 | $2.44bn | us-gaap:Assets |
| Total liabilities | at 2023-03-31 | $2.27bn | us-gaap:Liabilities |
| Short-term borrowings | at 2023-03-31 | $89.0m | us-gaap:ShortTermBorrowings |
| Shareholders' equity | at 2023-03-31 | $175.9m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 90,803 characters.

The following is management's discussion and analysis of the significant changes in the consolidated financial condition of the Company as of March 31, 2023 compared to December 31, 2022 and a comparison of the results of operations for the three months ended March 31, 2023 and 2022. Current performance may not be indicative of future results. This discussion should be read in conjunction with the Company’s 2022 Annual Report filed on Form 10-K.

### Forward-looking statements

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

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

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

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

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

### Executive Summary

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

As a leading Northeastern and Eastern Pennsylvania community bank, our goals are to enhance shareholder value while continuing to build a full-service community bank. We focus on growing our core business of retail and business lending and deposit gathering while maintaining strong asset quality and controlling operating expenses. We continue to implement strategies to diversify earning assets (see “Funds Deployed” section of this management’s discussion and analysis) and to increase the amount of low-cost core deposits (see “Funds Provided” section of this management’s discussion and analysis). These strategies include a greater level of commercial lending and the ancillary business products and services supporting our commercial customers’ needs as well as residential lending strategies and an array of consumer products. We focus on developing a full banking relationship with existing, as well as new business prospects. The Bank has a personal and corporate trust department and also provides alternative financial and insurance products with asset management services. In addition, we explore opportunities to selectively expand and optimize our franchise footprint, consisting presently of our 20-branch network.

We are impacted by both national and regional economic factors, with commercial, commercial real estate and residential mortgage loans concentrated in Northeastern Pennsylvania, primarily in Lackawanna and Luzerne counties, and Eastern Pennsylvania, primarily Northampton and Lehigh counties. The Federal Open Market Committee (FOMC) increased interest rates by 425 basis points during 2022 and another 25 basis points in February, March and May 2023. According to the U.S. Bureau of Labor Statistics, the national unemployment rate for March 2023 was 3.5%, unchanged from December 2022. The unemployment rates in the Scranton - Wilkes-Barre – Hazleton (market area north) and the Allentown – Bethlehem – Easton (market area south) Metropolitan Statistical Areas (local) increased and remained at a higher level than the national unemployment rate. The local unemployment rates at March 31, 2023 were 4.7% in market area north and 3.8% in market area south, respectively, an increase of 0.2 percentage points and 0.1 percentage point from the 4.5% and 3.7%, respectively, at December 31, 2022. The median home values in the Scranton-Wilkes-Barre-Hazleton metro and Allentown-Bethlehem-Easton metro increased 6.2% and 7.0%, respectively, from a year ago, according to Zillow, an online database advertising firm providing access to its real estate search engines to various media outlets, and values are expected to grow 0.9% and 1.6% in the next year. In light of these expectations, we are uncertain if real estate values could continue to increase at these levels with the current elevated rate environment, however we will continue to monitor the economic climate in our region and scrutinize growth prospects with credit quality as a principal consideration.

For the three months ended March 31, 2023, net income was $7.0 million, or $1.24 diluted earnings per share, compared to $7.5 million, or $1.32 diluted earnings per share, for the three months ended March 31, 2022.

As of March 31, 2023 and March 31, 2022, tangible common book value per share (non-GAAP) was $27.33 and $27.17, respectively. The increase in tangible book value was due primarily to the improvement in tangible common equity resulting within AOCI from the after tax net unrealized losses on available-for-sale securities. These non-GAAP measures should be reviewed in connection with the reconciliation of these non-GAAP ratios. See “Non-GAAP Financial Measures” located below within this management’s discussion and analysis.

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

In addition to the challenging economic environment in which we compete, the regulation and oversight of our business has changed significantly in recent years. As described more fully in Part II, Item 1A, “Risk Factors” below, as well as Part I, Item 1A, “Risk Factors,” and in the “Supervisory and Regulation” section of management’s discussion and analysis of financial condition and results of operations in our 2022 Annual Report filed on Form 10-K, certain aspects of the Dodd-Frank Wall Street Reform Act (Dodd-Frank Act) continue to have a significant impact on us.

### Non-GAAP Financial Measures

The following are non-GAAP financial measures which provide useful insight to the reader of the consolidated financial statements but should be supplemental to GAAP used to prepare the Company’s financial statements and should not be read in isolation or relied upon as a substitute for GAAP measures. In addition, the Company’s non-GAAP measures may not be comparable to non-GAAP measures of other companies. The Company’s tax rate used to calculate the fully-taxable equivalent (FTE) adjustment was 21% at March 31, 2023 and 2022.

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

*(dollars in thousands)*

|  | March 31, 2023 | March 31, 2022 |
| --- | ---: | ---: |
| Interest income (GAAP) | **$22,338** | $18,178 |
| Adjustment to FTE | **760** | 668 |
| Interest income adjusted to FTE (non-GAAP) | **23,098** | 18,846 |
| Interest expense (GAAP) | **5,313** | 887 |
| Net interest income adjusted to FTE (non-GAAP) | **$17,785** | $17,959 |

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

*(dollars in thousands)*

| Efficiency Ratio (non-GAAP) | March 31, 2023 | March 31, 2022 |
| --- | ---: | ---: |
| Non-interest expenses (GAAP) | **$12,857** | $12,654 |
| Net interest income (GAAP) | **17,025** | 17,291 |
| Plus: taxable equivalent adjustment | **760** | 668 |
| Non-interest income (GAAP) | **4,489** | 4,554 |
| Net interest income (FTE) plus non-interest income (non-GAAP) | **$22,274** | $22,513 |
| Efficiency ratio (non-GAAP) | **57.72%** | 56.21% |

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

*(dollars in thousands)*

| Tangible Book Value per Share (non-GAAP) | March 31, 2023 | March 31, 2022 |
| --- | ---: | ---: |
| Total assets (GAAP) | **$2,443,021** | $2,420,774 |
| Less: Intangible assets, primarily goodwill | **(21,071)** | (21,462) |
| Tangible assets | **2,421,950** | 2,399,312 |
| Total shareholders' equity (GAAP) | **175,887** | 175,243 |
| Less: Intangible assets, primarily goodwill | **(21,071)** | (21,462) |
| Tangible common equity | **$154,816** | $153,781 |
| Common shares outstanding, end of period | **5,665,255** | 5,659,068 |
| Tangible Common Book Value per Share (non-GAAP) | **$27.33** | $27.17 |
| Tangible Common Equity Ratio (non-GAAP) | **6.39%** | 6.41% |
| Unrealized losses on held-to-maturity securities, net of tax | **(22,800)** | - |
| Adjusted tangible common equity ratio (non-GAAP) | **5.45%** | 6.41% |

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

*(dollars in thousands)*

| Pre-Provision Net Revenue to Average Assets | March 31, 2023 | March 31, 2022 |
| --- | ---: | ---: |
| Income before taxes (GAAP) | **$8,252** | $8,666 |
| Plus: Provision for credit losses | **405** | 514 |
| Total pre-provision net revenue (non-GAAP) | **8,657** | 9,180 |
| Total (annualized) (non-GAAP) | **$35,110** | $37,230 |
| Average assets | **$2,399,264** | $2,419,421 |
| Pre-Provision Net Revenue to Average Assets (non-GAAP) | **1.46%** | 1.54% |

36

### General

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

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

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

### Comparison of the results of operations

### three months ended March 31, 2023 and 2022

### Overview

For the first quarter of 2023, the Company generated net income of $7.0 million, or $1.24 per diluted share, compared to $7.5 million, or $1.32 per diluted share, for the first quarter of 2022. The $0.5 million decrease in net income was primarily the result of $0.3 million lower net interest income and $0.2 million higher non-interest expenses.

Return on average assets (ROA) was 1.19% and 1.26% for the first quarters of 2023 and 2022, respectively. During the same time periods, return on average shareholders’ equity (ROE) was 17.00% and 15.01%, respectively. ROA decreased due to the decline in net income relative to the decrease in average assets for the quarter-over-quarter comparison. ROE increased due to the average equity decreases quarter-over-quarter. Pre-provision net revenue to average assets (non-GAAP) was 1.46% and 1.54% for the three months ended March 31, 2023 and 2022, respectively. The decrease was due to a decline in income before taxes in the first quarter of 2023 compared to the first quarter of 2022.

#### Net interest income and interest sensitive assets / liabilities

For the first quarter of 2023, net interest income decreased $0.3 million, or 2%, to $17.0 million from $17.3 million for the first quarter of 2022 due to interest expense growing faster than interest income. The $4.2 million growth in interest income was produced by the addition of $17.6 million in average interest-earning assets and the effect of a 72 basis point increase in FTE yields earned on those assets. The loan portfolio contributed the most to this growth by providing $4.2 million more in interest income, which absorbed $0.7 million lower fees earned under the Paycheck Protection Program (PPP), due to $142.3 million more in average loans and a 74 basis point increase in the yields earned thereon. In the investment portfolio, the average balance of total securities declined $63.9 million which produced $0.2 million less in FTE interest income. Interest income on restricted investments in bank stock increased $0.1 million due to an increase in average balance and yields. On the liability side, total interest-bearing liabilities grew $12.9 million, on average, with a 111 basis point increase in rates paid thereon. A 99 basis point increase in rates paid on deposits resulted in $3.8 million more interest expense on deposits for the first quarter of 2023 compared to the 2022 like period. The Company also utilized $48.9 million in average short-term borrowings during the first quarter of 2023 which added $0.6 million in interest expense.

The FTE net interest rate spread decreased by 39 basis points and margin decreased by 5 basis points, respectively, for the three months ended March 31, 2023 compared to the same 2022 period. In the quarter-over-quarter comparison, the spread and margin decreased due to the rise in rates paid on interest-bearing liabilities which increased faster than the yields earned on interest-earning assets. The overall 98 basis point cost of funds for the three months ended March 31, 2023, which includes the impact of non-interest bearing deposits, increased 82 basis points compared to the same 2022 period. The primary reason for the increase was the higher rates paid on deposits compared to the same 2022 period due to the increases in market interest rates during the period.

For the remainder of 2023, the Company is uncertain about the expected interest rate environment. The Company’s balance sheet has reduced its net interest income performance as increases in yields have not kept pace with higher cost of funds compressing net interest spread. The risk to net interest income improvement is rapid acceleration of deposit rates in the Company's market area. The FOMC increased the federal funds rate by 425 basis points during 2022 and another 25 basis points in February, March and May 2023, which had an effect on rates paid on interest-bearing liabilities. On the asset side, the prime interest rate, the benchmark rate that banks use as a base rate for adjustable rate loans was also increased 425 basis points during 2022 and another 75 basis points through May 2023. Consensus economic forecasts are predicting a pause in short-term rate increases throughout the rest of 2023. The 2023 focus is to manage net interest income through a flat forecasted rate cycle by exercising disciplined and proactive loan pricing and managing deposit costs to maintain a reasonable spread, to the extent possible, in order to mitigate further margin compression.

Continued growth in the loan portfolios is expected to boost interest income, and when coupled with a proactive relationship approach to deposit cost setting strategies s hould help mitigate spread compression and contain the interest rate margin, preventing further reductions below acceptable levels.

The Company’s cost of interest-bearing liabilities was 1.33% for the three months ended March 31, 2023, or 111 basis points higher than the cost for the same 2022 period. For the month of April 2023, the cost of interest-bearing liabilities was 34 basis points higher than the first quarter at 1.67% which shows the higher costs are expected to continue. The increase in interest paid on deposits contributed to the higher cost of interest-bearing liabilities supplemented by the short-term borrowings utilized during the first quarter of 2023. Management currently believes the FOMC is expected to pause the federal funds rate increases in the immediate future, but the Company may continue to experience pressure to further increase rates paid on deposits. To help mitigate the impact of the imminent change to the economic landscape, the Company has successfully developed and will continue to strengthen its association with existing customers, develop new business relationships, generate new loan volumes, and retain and generate higher levels of average non-interest bearing deposit balances. Strategically deploying no- and low-cost deposits into interest earning-assets is an effective margin-preserving strategy that the Company expects to continue to pursue and expand to help stabilize net interest margin.

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

The table that follows sets forth a comparison of average balances of assets and liabilities and their related net tax equivalent yields and rates for the periods indicated. Within the table, interest income was FTE adjusted, using the corporate federal tax rate of 21% for March 31, 2023 and 2022 to recognize the income from tax-exempt interest-earning assets as if the interest was taxable. See “Non-GAAP Financial Measures” within this management’s discussion and analysis for the FTE adjustments. This treatment allows a uniform comparison among yields on interest-earning assets. Loans include loans held-for-sale (HFS) and non-accrual loans but exclude the allowance for credit losses. Home equity lines of credit (HELOC) are included in the residential real estate category since they are secured by real estate. Net deferred loan (cost amortization)/fee accretion of ($0.2 million) and $0.4 million during the first quarters of 2023 and 2022, respectively, are included in interest income from loans. MNB and Landmark loan fair value purchase accounting adjustments of $0.9 million and $0.9 million are included in interest income from loans and $11 thousand and $21 thousand reduced interest expense on deposits and borrowings for the three months ended March 31, 2023 and 2022. Average balances are based on amortized cost and do not reflect net unrealized gains or losses. Residual values for direct finance leases are included in the average balances for consumer loans. Net interest margin is calculated by dividing net interest income-FTE by total average interest-earning assets. Cost of funds includes the effect of average non-interest bearing deposits as a funding source:

*(dollars in thousands)*

| Assets Interest-earning assets | Three months ended March 31, 2023 Average balance | Interest | Yield / rate | March 31, 2022 Average balance | Interest | Yield / rate |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Interest-bearing deposits | **$3,853** | **$31** | **3.29%** | $66,832 | $33 | 0.20% |
| Restricted investments in bank stock | **5,418** | **106** | **7.90** | 3,228 | 31 | 3.90 |
| Investments: |  |  |  |  |  |  |
| Agency - GSE | **112,925** | **413** | **1.49** | 120,658 | 420 | 1.41 |
| MBS - GSE residential | **249,001** | **1,107** | **1.80** | 268,479 | 1,088 | 1.64 |
| State and municipal (nontaxable) | **238,624** | **1,741** | **2.96** | 268,239 | 1,943 | 2.94 |
| State and municipal (taxable) | **86,075** | **446** | **2.10** | 93,121 | 449 | 1.96 |
| Total investments | **686,625** | **3,707** | **2.19** | 750,497 | 3,900 | 2.11 |
| Loans and leases: |  |  |  |  |  |  |
| C&I and CRE (taxable) | **761,197** | **10,669** | **5.68** | 761,353 | 8,785 | 4.68 |
| C&I and CRE (nontaxable) | **108,686** | **1,135** | **4.23** | 67,187 | 515 | 3.11 |
| Consumer | **235,559** | **2,424** | **4.17** | 198,012 | 1,873 | 3.84 |
| Residential real estate | **504,213** | **5,026** | **4.04** | 440,810 | 3,709 | 3.41 |
| Total loans and leases | **1,609,655** | **19,254** | **4.85** | 1,467,362 | 14,882 | 4.11 |
| Total interest-earning assets | **2,305,551** | **23,098** | **4.06%** | 2,287,919 | 18,846 | 3.34% |
| Non-interest earning assets | **93,713** |  |  | 131,502 |  |  |
| **Total assets** | **$2,399,264** |  |  | $2,419,421 |  |  |
| **Liabilities and shareholders' equity** |  |  |  |  |  |  |
| **Interest-bearing liabilities** |  |  |  |  |  |  |
| Deposits: |  |  |  |  |  |  |
| Interest-bearing checking | **$641,199** | **$1,321** | **0.84%** | $727,707 | $449 | 0.25% |
| Savings and clubs | **234,093** | **174** | **0.30** | 243,300 | 27 | 0.04 |
| MMDA | **543,470** | **2,551** | **1.90** | 487,200 | 228 | 0.19 |
| Certificates of deposit | **140,449** | **572** | **1.65** | 133,966 | 118 | 0.36 |
| Total interest-bearing deposits | **1,559,211** | **4,618** | **1.20** | 1,592,173 | 822 | 0.21 |
| Secured borrowings | **7,548** | **111** | **5.95** | 10,584 | 65 | 2.49 |
| Short-term borrowings | **48,937** | **584** | **4.84** | - | - | - |
| Total interest-bearing liabilities | **1,615,696** | **5,313** | **1.33%** | 1,602,757 | 887 | 0.22% |
| Non-interest bearing deposits | **585,987** |  |  | 586,363 |  |  |
| Non-interest bearing liabilities | **29,652** |  |  | 27,008 |  |  |
| Total liabilities | **2,231,335** |  |  | 2,216,128 |  |  |
| Shareholders' equity | **167,929** |  |  | 203,293 |  |  |
| **Total liabilities and shareholders' equity** | **$2,399,264** |  |  | $2,419,421 |  |  |
| Net interest income - FTE |  | **$17,785** |  |  | $17,959 |  |
| Net interest spread |  |  | **2.73%** |  |  | 3.12% |
| Net interest margin |  |  | **3.13%** |  |  | 3.18% |
| Cost of funds |  |  | **0.98%** |  |  | 0.16% |

39

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

*(dollars in thousands)*

| Interest income: | Three months ended March 31, 2023 compared to 2022 Increase (decrease) due to Volume | Rate | Total | 2022 compared to 2021 Volume | Rate | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Interest-bearing deposits | **$(60)** | **$58** | **$(2)** | $(6) | $18 | $12 |
| Restricted investments in bank stock | **30** | **45** | **75** | 3 | (5) | (2) |
| Investments: |  |  |  |  |  |  |
| Agency - GSE | **(28)** | **21** | **(7)** | 235 | 4 | 239 |
| MBS - GSE residential | **(82)** | **101** | **19** | 486 | 83 | 569 |
| State and municipal | **(187)** | **20** | **(167)** | 783 | (31) | 752 |
| Total investments | **(297)** | **142** | **(155)** | 1,504 | 56 | 1,560 |
| Loans and leases: |  |  |  |  |  |  |
| Residential real estate | **577** | **740** | **1,317** | 1,095 | (195) | 900 |
| C&I and CRE | **477** | **1,897** | **2,374** | 1,584 | (515) | 1,069 |
| Consumer | **376** | **175** | **551** | 339 | (40) | 299 |
| Total loans and leases | **1,430** | **2,812** | **4,242** | 3,018 | (750) | 2,268 |
| Total interest income | **1,103** | **3,057** | **4,160** | 4,519 | (681) | 3,839 |
| Interest expense: |  |  |  |  |  |  |
| Deposits: |  |  |  |  |  |  |
| Interest-bearing checking | **(59)** | **931** | **872** | 161 | (88) | 73 |
| Savings and clubs | **(1)** | **149** | **148** | 8 | (14) | (6) |
| Money market | **30** | **2,292** | **2,322** | 76 | (114) | (38) |
| Certificates of deposit | **6** | **448** | **454** | 21 | (92) | (71) |
| Total deposits | **(24)** | **3,820** | **3,796** | 266 | (308) | (42) |
| Secured borrowings | **(23)** | **69** | **46** | 65 | - | 65 |
| Overnight borrowings | **584** | - | **584** | - | - | - |
| FHLB advances | - | - | - | (26) | - | (26) |
| Total interest expense | **537** | **3,889** | **4,426** | 305 | (308) | (3) |
| Net interest income | $566 | $(832) | $(266) | $4,214 | $(373) | $3,841 |

#### Provision for credit losses

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

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

For the three months ended March 31, 2023, the provision for credit losses on loans was $0.2 million and the provision for credit losses on unfunded loan commitments was $0.2 million. On January 1, 2023, the Company adopted Accounting Standard Update 2016-13, *Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (CECL)* and recorded an increase of $0.7 million in the allowance for credit losses on loans and an increase of $1.1 million in the allowance for credit losses on unfunded loan commitments. 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.

For the three months ended March 31, 2023, the increase in the allowance for credit losses on unfunded commitments was due to several large unfunded commercial loan commitments originated during the quarter and the increase in the allowance for credit losses on loans was due to growth in the loan portfolio. Due to the Company’s adoption of ASU 2016-13 on January 1, 2023, comparability of the prior period provision is not considered relevant.

The provision for credit losses derives from the reserve required from the allowance for credit losses calculation. The Company continued provisioning for the three months ended March 31, 2023 to maintain an allowance level that management deemed adequate.

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

#### Other income

Non-interest income totaled $4.5 million for the three months ended March 31, 2023, a decrease of $0.1 million, or 1%, from the $4.6 million recorded for the three months ended March 31, 2022. The decrease was primarily due to $0.5 million lower gains on loan sales and $0.1 million less loan service charges due to scaled back demand for mortgages and less fees recorded on commercial loans. Partially offsetting these decreases was $0.1 million recorded for a death claim on BOLI, $0.1 million in additional deposit service charges, $0.1 million higher fees from trust fiduciary activities and a $0.1 million increase in debit card interchange fees. There was also a $0.2 million increase in gains/losses on the write-down, sale or disposal of premises and equipment from a loss on premises and equipment that was disposed of during the first quarter of 2022.

#### Operating expenses

For the three months ended March 31, 2023, non-interest expenses increased $0.2 million, or 2%, compared to the three months ended March 31, 2022, from $12.7 million to $12.9 million. Professional service expenses grew $0.2 million due to additional consulting and audit expenses. Premises and equipment expenses increased $0.2 million, or 10%, due to higher expenses for equipment maintenance and rentals. Advertising and marketing expenses rose $0.1 million from additional donations. Partially offsetting these increases, salaries and employee benefit expenses declined $0.2 million, or 3%. The decrease was primarily due to less bonus expense. PA shares tax expense was also $0.2 million lower from declines in shareholders' equity.

The ratios of non-interest expense less non-interest income to average assets, known as the expense ratio, were 1.41% and 1.36% for the three months ended March 31, 2023 and 2022. The expense ratio increased because of higher non-interest expenses. The efficiency ratio (non-GAAP) increased from 56.21% at March 31, 2022 to 57.72% at March 31, 2023 due to non-interest expenses increasing. For more information on the calculation of the efficiency ratio, see “Non-GAAP Financial Measures” located within this management’s discussion and analysis.

#### Provision for income taxes

The provision for income taxes increased $0.1 million for the three months ended March 31, 2023 compared to the same 2022 period due to higher estimated non-deductible interest expense. The Company's effective tax rate was 14.7% at March 31, 2023 compared to 13.2% at March 31, 2022. The difference between the effective rate and the enacted statutory corporate rate of 21% is due mostly to the effect of tax-exempt income in relation to the level of pre-tax income. The increase in the effective tax rate was primarily due to higher non-deductible interest expense. Due to challenges relating to current market conditions, the Company may not have the ability to make a reliable estimate of all or part of its ordinary income which could cause volatility in the effective tax rate. If the federal corporate tax rate is increased, the Company’s net deferred tax liabilities and deferred tax assets will be re-valued upon adoption of the new tax rate. A federal tax rate increase will decrease net deferred tax assets with a corresponding decrease to provision for income taxes.

### Comparison of financial condition at

### March 31, 2023 and December 31, 2022

#### Overview

Consolidated assets increased $64.6 million to $2.4 billion as of March 31, 2023 approximately the same as December 31, 2022. The increase in assets occurred primarily in the loan portfolio partially offset by a decline in the investment portfolio. The reduction in the investment portfolio was primarily caused by the sale of securities in order to pay down short-term borrowings. Loan portfolio increases were funded by growth in short-term borrowings.

### Funds Deployed:

#### Investment securities

At the time of purchase, management classifies investment securities into one of three categories: trading, available-for-sale (AFS) or held-to-maturity (HTM). To date, management has not purchased any securities for trading purposes. Some of the securities the Company purchases are classified as AFS even though there is no immediate intent to sell them. The AFS designation affords management the flexibility to sell securities and position the balance sheet in response to capital levels, liquidity needs or changes in market conditions. Debt securities AFS are carried at fair value on the consolidated balance sheets with unrealized gains and losses, net of deferred income taxes, reported separately within shareholders’ equity as a component of accumulated other comprehensive income (AOCI). Securities designated as HTM are carried at amortized cost and represent debt securities that the Company has the ability and intent to hold until maturity. For the three months ended March 31, 2023, AOCI improved by $8.2 million due to the change in fair value of the Company's investment securities.

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

As of March 31, 2023, the carrying value of investment securities amounted to $614.5 million, or 25% of total assets, compared to $643.6 million, or 27% of total assets, as of December 31, 2022. On March 31, 2023, 34% of the carrying value of the investment portfolio was comprised of U.S. Government Sponsored Enterprise residential mortgage-backed securities (MBS – GSE residential or mortgage-backed securities) that amortize and provide monthly cash flow that the Company can use for reinvestment, loan demand, unexpected deposit outflow, facility expansion or operations. The mortgage-backed securities portfolio includes only pass-through bonds issued by Fannie Mae, Freddie Mac and the Government National Mortgage Association (GNMA).

The Company’s municipal (obligations of states and political subdivisions) portfolio is comprised of tax-free municipal bonds with a book value of $239.5 million and taxable municipal bonds with a book value of $92.3 million. The overall credit ratings of these municipal bonds was as follows: 38% AAA, 61% AA, and 1% A. For municipal securities HTM, the Company utilized a third-party model to analyze whether a credit loss reserve is needed for these bonds. The amount of the credit loss reserve calculated was immaterial because of the underlying strong credit quality of the municipal portfolio.

During the first quarter of 2023, the carrying value of total investments decreased $29.1 million, or 5%. During January 2023 with the 10-year U.S. Treasury yield declining, $31.2 million of securities were able to be sold yielding 3.62% (FTE yield of 4.33%) at a breakeven level. These proceeds were used to pay down FHLB overnight borrowings costing 4.80% at that time. Additionally, principal reductions during the first quarter of 2023 totaled $7.1 million. Partially offsetting the decreases, was an improvement in the unrealized loss position of $9.8 million in the AFS portfolio. The Company attempts to maintain a well-diversified and proportionate investment portfolio that is structured to complement the strategic direction of the Company. Its growth typically supplements the lending activities but also considers the current and forecasted economic conditions, the Company’s liquidity needs and interest rate risk profile.

A comparison of investment securities at March 31, 2023 and December 31, 2022 is as follows:

*(dollars in thousands)*

| HTM securities: | March 31, 2023 Amount% |  | Book yield | Reprice term | December 31, 2022 Amount% |  | Book yield | Reprice term |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Obligations of states & political subdivisions - tax exempt | **$83,440** | **13.6%** | **2.1%** | **21.6** | $83,426 | 13.0% | 3.8% | 21.8 |
| Obligations of states & political subdivisions - taxable | **59,100** | **9.6** | **2.1** | **12.1** | 59,012 | 9.1 | 3.1 | 12.3 |
| Agency - GSE | **80,572** | **13.1** | **1.4** | **7.2** | 80,306 | 12.5 | 2.6 | 7.4 |
| Total HTM securities | **$223,112** | **36.3%** | **1.8%** | **13.9** | $222,744 | 34.6% | 3.2% | 14.1 |
| AFS debt securities: |  |  |  |  |  |  |  |  |
| MBS - GSE residential | **$210,475** | **34.2%** | **1.8%** | **6.3** | $217,435 | 33.8% | 1.8% | 6.4 |
| Obligations of states & political subdivisions - tax exempt | **130,629** | **21.3** | **2.1** | **11.0** | 149,131 | 23.2 | 2.6 | 11.4 |
| Obligations of states & political subdivisions - taxable | **23,160** | **3.8** | **1.6** | **6.4** | 22,763 | 3.5 | 1.6 | 6.6 |
| Agency - GSE | **27,150** | **4.4** | **1.2** | **5.0** | 31,533 | 4.9 | 1.4 | 4.6 |
| Total AFS debt securities | **$391,414** | **63.7%** | **1.9%** | **7.8** | $420,862 | 65.4% | 2.0% | 8.0 |
| Total securities | **$614,526** | **100.0%** | **1.8%** | **9.9** | $643,606 | 100.0% | 2.4% | 9.9 |

The investment securities portfolio contained no private label mortgage-backed securities, collateralized mortgage obligations, collateralized debt obligations, or trust preferred securities, and no off-balance sheet derivatives were in use. The portfolio had no adjustable-rate instruments as of March 31, 2023 and December 31, 2022.

Investment securities were comprised of AFS and HTM securities as of March 31, 2023 and December 31, 2022. The AFS securities were recorded with a net unrealized loss of $58.1 million and a net unrealized loss of $67.9 million as of March 31, 2023 and December 31, 2022, respectively. Of the $9.8 million net improvement; $5.4 million was attributable to municipal securities; $3.8 million was attributable to mortgage-backed securities and $0.6 million was attributable to agency securities. During the second quarter of 2022, securities with net unrealized losses totaling $23.9 million were transferred to HTM and for the three months ended March 31, 2023 $0.6 million was accreted against other comprehensive income. The direction and magnitude of the change in value of the Company’s investment portfolio is attributable to the direction and magnitude of the change in interest rates along the treasury yield curve. Generally, the values of debt securities move in the opposite direction of the changes in interest rates. As interest rates along the treasury yield curve rise, especially at the intermediate and long end, the values of debt securities tend to decline. Whether or not the value of the Company’s investment portfolio will change above or below its amortized cost will be largely dependent on the direction and magnitude of interest rate movements and the duration of the debt securities within the Company’s investment portfolio. Management does not consider the reduction in value attributable to changes in credit quality. Correspondingly, when interest rates decline, the market values of the Company’s debt securities portfolio could be subject to market value increases.

As of March 31, 2023, the Company had $310.8 million in public deposits, or 15% of total deposits. As of March 31, 2023, trust deposits were $91.8 million, or 4% of total deposits. Pennsylvania state law requires the Company to maintain pledged securities on public and trust deposits or otherwise obtain a FHLB letter of credit or FDIC insurance for these customers. As of March 31, 2023, the balance of pledged securities required for public and trust deposits was $409.7 million, or 67% of total securities.

Quarterly, management performs a review of the investment portfolio to determine the causes of declines in the fair value of each security. The Company uses inputs provided by independent third parties to determine the fair value of its investment securities portfolio. Inputs provided by the third parties are reviewed and corroborated by management. Evaluations of the causes of the unrealized losses are performed to determine whether impairment exists and whether the impairment is temporary or other-than-temporary. Considerations such as the Company’s intent and ability to hold the securities until or sell prior to maturity, recoverability of the invested amounts over the intended holding period, the length of time and the severity in pricing decline below cost, the interest rate environment, the receipt of amounts contractually due and whether or not there is an active market for the securities, for example, are applied, along with an analysis of the financial condition of the issuer for management to make a realistic judgment of the probability that the Company will be unable to collect all amounts (principal and interest) due in determining whether a security is other-than-temporarily impaired. If a decline in value is deemed to be other-than-temporary, a contra-asset is recorded for the OTTI on both HTM and AFS securities, limited by the amount that the fair value is less than the amortized cost basis. During the quarter ended March 31, 2023, the Company did not incur other-than-temporary impairment charges from its investment securities portfolio.

#### Restricted investments in bank stock

Investment in Federal Home Loan Bank (FHLB) stock is required for membership in the organization and is carried at cost since there is no market value available. The amount the Company is required to invest is dependent upon the relative size of outstanding borrowings the Company has with the FHLB of Pittsburgh. Excess stock is repurchased from the Company at par if the amount of borrowings decline to a predetermined level. In addition, the Company earns a return or dividend based on the amount invested. Atlantic Community Bankers Bank (ACBB) stock totaled $82 thousand as of March 31, 2023 and December 31, 2022. The balance in FHLB stock was $5.9 million and $5.2 million as of March 31, 2023 and December 31, 2022, respectively. The dividends received from the FHLB totaled $65 thousand and $33 thousand for the three months ended March 31, 2023 and 2022, respectively.

#### Loans held-for-sale (HFS)

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

As of March 31, 2023 and December 31, 2022, loans HFS consisted of residential mortgages with carrying amounts of $0.2 million and $1.6 million, respectively, which approximated their fair values. During the three months ended March 31, 2023, residential mortgage loans with principal balances of $11.1 million were sold into the secondary market and the Company recognized net gains of $0.1 million, compared to $29.9 million and $0.7 million, respectively, during the three months ended March 31, 2022.

The Company retains mortgage servicing rights (MSRs) on loans sold into the secondary market. MSRs are retained so that the Company can foster personal relationships. At March 31, 2023 and December 31, 2022, the servicing portfolio balance of sold residential mortgage loans was $467.7 million and $465.7 million, respectively, with mortgage servicing rights of $1.5 million and $1.6 million for the same periods, respectively.

#### Loans and leases

As of March 31, 2023, the Company had gross loans and leases totaling $1.6 billion compared to $1.6 billion at December 31, 2022, an increase of $62.9 million, or 4%.

During the three months ended March 31, 2023, the growth in the portfolio was primarily attributed to the $42.1 million increase in the municipal portfolio, which was driven by three large tax anticipation notes and a $22.0 million increase in the residential portfolio as a higher percentage of mortgages were held during this period.

The composition of the loan portfolio at March 31, 2023 and December 31, 2022 is summarized as follows:

*(dollars in thousands)*

| Commercial and industrial: | March 31, 2023 Amount% |  | December 31, 2022 Amount% |  |
| --- | ---: | ---: | ---: | ---: |
| Commercial | **$136,966** | **8.4%** | $166,491 | 10.6% |
| Municipal | **110,092** | **6.8** | 67,987 | 4.3 |
| Commercial real estate: |  |  |  |  |
| Non-owner occupied | **310,289** | **19.0** | 316,867 | 20.2 |
| Owner occupied | **282,200** | **17.3** | 270,810 | 17.3 |
| Construction | **33,192** | **2.0** | 18,941 | 1.2 |
| Consumer: |  |  |  |  |
| Home equity installment | **59,461** | **3.7** | 59,118 | 3.8 |
| Home equity line of credit | **49,928** | **3.1** | 52,568 | 3.4 |
| Auto loans - Recourse | **12,207** | **0.7** | 12,929 | 0.8 |
| Auto loans - Non-recourse | **125,051** | **7.7** | 114,909 | 7.3 |
| Direct finance leases | **33,905** | **2.1** | 33,223 | 2.1 |
| Other | **13,181** | **0.8** | 11,709 | 0.7 |
| Residential: |  |  |  |  |
| Real estate | **417,026** | **25.6** | 398,136 | 25.4 |
| Construction | **45,322** | **2.8** | 42,232 | 2.7 |
| Gross loans | **1,628,820** | **100.0%** | 1,565,920 | 100.0% |
| Less: |  |  |  |  |
| Allowance for credit losses | **(17,910)** |  | (17,149) |  |
| Unearned lease revenue | **(1,821)** |  | (1,746) |  |
| Net loans | **$1,609,089** |  | $1,547,025 |  |
| Loans held-for-sale | **$156** |  | $1,637 |  |

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

As of March 31, 2023, the commercial portfolio increased by $31.6 million, or 4%, to $872.7 million compared to the December 31, 2022 balance of $841.1 million due to the $42.1 million increase in the municipal portfolio from three large tax anticipation notes originated during the quarter. The remainder of the portfolio declined $10.5 million due to scheduled and unscheduled paydowns.

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

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

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

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

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

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

### Consumer

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

As of March 31, 2023, the consumer loan portfolio increased by $9.3 million, or 3%, to $293.7 million compared to the December 31, 2022 balance of $284.4 million, primarily due to growth in the non-recourse auto portfolio from continued demand for higher priced automobiles and new dealer relationships.

### Residential

As of March 31, 2023, the residential loan portfolio increased by $22.0 million, or 5%, to $462.4 million compared to the December 31, 2022 balance of $440.4 million. The increase was due to a shift from mortgage loans sold to loans held-for-investment due to increased jumbo loans, the pricing of loans in the secondary market and more adjustable rate mortgages which are not being sold in the secondary market.

The residential loan portfolio consisted primarily of held-for-investment residential loans for primary residences. Management expects the sudden historic rise in interest rates to impact demand for residential mortgages for the remainder of 2023.

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

#### Allowance for credit losses

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

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

- **Data:** The quality of the Company’s data is critically important as a foundation on which the ACL estimate is generated. For its estimate, the Company uses both internal and external data with a preference toward internal data where possible. Data is complete, accurate, and relevant, and subjected to appropriate governance and controls.
- **Segmentation:** Financial assets are segmented based on similar risk characteristics.
- **Contractual term of financial assets:** The contractual term of financial assets is a significant driver of ACL estimates. Financial assets or pools of financial assets with shorter contractual maturities typically result in a lower reserve than those with longer contractual maturities. As the average life of a financial asset or pool of assets increases, there generally is a corresponding increase to the ACL estimate because the likelihood of default is considered over a longer time frame. As such, pool-based assumptions for a pool’s contractual term (i.e., average life) are based on the contractual maturity of the financial assets within the pool and adjusted in accordance with GAAP, if appropriate.
- **Credit loss measurement method:** Multiple measurement methods for estimating ACLs are allowable per ASC Topic 326. The Company applies different estimation methods to different groups of financial assets. The discounted cash flow method is used for the commercial & industrial, commercial real estate non-owner occupied, commercial real estate owner occupied, commercial construction, home equity installment loan, home equity line of credit, residential real estate, and residential construction pools. The weighted average remaining maturity (WARM) method is used for the municipal, non-recourse auto, recourse auto, direct finance lease, and consumer other pools.
- **Reasonable and supportable forecasts:** ASC Topic 326 requires management to consider reasonable and supportable forecasts that affect expected collectability of financial assets. As such, the Company’s forecasts incorporate anticipated changes in the economic environment that may affect credit loss estimates over a time horizon when management can reasonably support and document expectations. Forward-looking information may reflect positive or negative expectations relative to the current environment. As of the reporting date, management is using the median Federal Open Market Committee (FOMC) National Gross Domestic Product (GDP) and unemployment rate forecasts as well as the Federal Housing Finance Agency (FHFA) House Price Index (HPI) for its reasonable and supportable forecasts. The Company currently uses a 12-month (4 quarter) reasonable and supportable forecast period.
- **Reversion period:** ASC Topic 326 does not require management to estimate a reasonable and supportable forecast for the entire contractual life of financial assets. Management may apply reversion techniques for the contractual life remaining after considering the reasonable and supportable forecast period, which allows management to apply a historical loss rate to latter periods of the financial asset’s life. The Company currently uses a 12 month (4 quarter) straight-line reversion period.
- **Qualitative factor adjustments:** The Company’s ACL estimate considers all significant factors relevant to the expected collectability of its financial assets as of the reporting date; Qualitative factors reflect the impact of conditions not captured elsewhere, such as the historical loss data or within the economic forecast. The qualitative considerations can be captured directly within measurement models or as additional components in the overall ACL methodologies. Currently, the Company uses the following qualitative factors:
- levels of and trends in delinquencies and non-accrual loans;
- levels of and trends in charge-offs and recoveries;
- trends in volume and terms of loans;
- changes in risk selection and underwriting standards;
- changes in lending policies and legal and regulatory requirements;
- experience, ability and depth of lending management;
- national and local economic trends and conditions;
- changes in credit concentrations; and
- changes in underlying collateral.

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

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

*(dollars in thousands)*

|  | As of and for the three months ended March 31, 2023 | As of and for the twelve months ended December 31, 2022 | As of and for the three months ended March 31, 2022 |
| --- | ---: | ---: | ---: |
| Balance at beginning of period | **$17,149** | $15,624 | $15,624 |
| Charge-offs: |  |  |  |
| Commercial and industrial | (170) | (371) | - |
| Commercial real estate | **(32)** | (67) | (1) |
| Consumer | **(101)** | (377) | (94) |
| Residential | **-** | - | - |
| Total | **(303)** | (815) | (95) |
| Recoveries: |  |  |  |
| Commercial and industrial | **20** | 11 | 2 |
| Commercial real estate | **39** | 153 | 9 |
| Consumer | **72** | 74 | 14 |
| Residential | **9** | 2 | 2 |
| Total | **140** | 240 | 27 |
| Net charge-offs | **(163)** | (575) | (68) |
| Impact of adopting ASC 326 | **618** | - | - |
| Initial allowance on loans purchased with credit deterioration | **126** | - | - |
| Provision for credit losses on loans | **180** | 2,100 | 525 |
| Balance at end of period | **$17,910** | $17,149 | $16,081 |
| Allowance for credit losses to total loans | **1.10%** | 1.10% | 1.09% |
| Net charge-offs to average total loans outstanding | **0.04%** | 0.04% | 0.02% |
| Average total loans | **$1,609,655** | $1,500,796 | $1,467,362 |
| Loans 30 - 89 days past due and accruing | **$849** | $1,838 | $1,512 |
| Loans 90 days or more past due and accruing | **$17** | $33 | $174 |
| Non-accrual loans | **$3,342** | $2,535 | $2,307 |
| Allowance for credit losses to non-accrual loans | **5.36** **x** | 6.76 x | 6.97 x |
| Allowance for credit losses to non-performing loans | **5.33** **x** | 6.68 x | 6.48 x |

For the three months ended March 31, 2023, the allowance increased $0.8 million, or 4%, to $17.9 million from $17.1 million at December 31, 2022. The increase in the allowance was based on a $0.7 million adjustment related to the adoption of CECL on January 1, 2023 including a $0.1 million initial allowance on Purchase Credit Deteriorated (PCD) loans related to the reclassification of Purchase Credit Impaired (PCI) loans to PCD. Provisioning of $180 thousand was offset by net charge-offs of $163 thousand.

The allowance for credit losses was unchanged as a percentage of total loans at 1.10% as of March 31, 2023 compared to 1.10% at December 31, 2022 as increase in the allowance (4%) was offset by the growth in the loan portfolio (4%).

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

The ACL estimate as of March 31, 2023 was largely unchanged compared to the day one estimate as key loss driver assumptions used in the ACL estimate remained stable. Key loss driver assumptions included the median Federal Open Market Committee (FOMC) National Gross Domestic Product (GDP) and unemployment rate forecasts, the Federal Housing Finance Agency (FHFA) House Price Index (HPI), prepayment and curtailment rates, and estimated remaining loan lives.

Qualitative factors for the ACL estimate as of March 31, 2023 were also largely unchanged because of moderating housing prices in the Company’s local market for loans secured by residential real estate and strong asset quality for commercial loans.

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

*(dollars in thousands)*

| Net charge-offs | For the three months ended March 31, 2023 | % of Total Net Charge-offs | For the three months ended March 31, 2022 | % of Total Net Charge-offs |
| --- | ---: | ---: | ---: | ---: |
| Commercial and industrial | **$(150)** | **92%** | $2 | 18% |
| Commercial real estate | **7** | **(4)** | 8 | 42 |
| Consumer | **(29)** | **18** | (80) | 12 |
| Residential | **9** | **(6)** | 2 | 28 |
| Total net charge-offs | **$(163)** | **100%** | $(68) | 100% |

For the three months ended March 31, 2023, net charge-offs against the allowance totaled $163 thousand compared with net charge-offs of $68 thousand for the three months ended March 31, 2022, representing a $95 thousand increase due to an increase in commercial & industrial net charge-offs. Net charge-offs increased as a percentage of the total loan portfolio at 0.04% for the three months ended March 31, 2023 compared to 0.02% for the three months ended March 31, 2022.

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

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

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

*(dollars in thousands)*

| Category | March 31, 2023 Allowance | Category % of Loans | December 31, 2022 Allowance | Category % of Loans | March 31, 2022 Allowance | Category % of Loans |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Commercial real estate | **$8,157** | **38%** | $7,162 | 39% | $6,822 | 40% |
| Commercial and industrial | **2,550** | **15** | 2,924 | 15 | 2,780 | 17 |
| Consumer | **2,448** | **18** | 2,827 | 18 | 2,547 | 17 |
| Residential real estate | **4,683** | **29** | 4,169 | 28 | 3,851 | 26 |
| Unallocated | **72** | **-** | 67 | - | 81 | - |
| Total | **$17,910** | **100%** | $17,149 | 100% | $16,081 | 100% |

As of March 31, 2023, the commercial loan portfolio, consisting of CRE and C&I loans, comprised 60% of the total allowance for credit losses compared with 59% on December 31, 2022. The commercial loan allowance allocation increased based on the adoption of CECL and changes in how reserves are estimated compared to the previous incurred loss methodology.

As of March 31, 2023, the consumer loan portfolio comprised 14% of the total allowance for credit losses compared with 17% on December 31, 2022 due to the relative growth in the consumer portfolio. The consumer loan allowance allocation decreased based on the adoption of CECL and changes in how reserves are estimated compared to the previous incurred loss methodology.

As of March 31, 2023, the residential loan portfolio comprised 26% of the total allowance for credit losses compared with 24% on December 31, 2022. The residential loan allowance allocation increased based on the adoption of CECL and changes in how reserves are estimated compared to the previous incurred loss methodology.

As of March 31, 2023, the unallocated reserve, representing the portion of the allowance not specifically identified with a loan or groups of loans, was less than 1% of the total allowance for credit losses, unchanged from December 31, 2022.

#### Non-performing assets

The Company defines non-performing assets as accruing loans past due 90 days or more, non-accrual loans, other real estate owned (ORE) and repossessed assets. Based on the Company’s adoption of ASU 2022-02, *Financial Instruments-Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosure*s, the recognition and measurement guidance related to troubled debt restructurings (TDR) has been eliminated. As such, TDRs were removed from non-performing assets at March 31, 2023, December 31, 2022, and March 31, 2022 in the following table to adhere to this standard and provide better comparability.

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

*(dollars in thousands)*

|  | March 31, 2023 | December 31, 2022 | March 31, 2022 |
| --- | ---: | ---: | ---: |
| Loans past due 90 days or more and accruing | **$17** | $33 | $174 |
| Non-accrual loans | **3,342** | 2,535 | 2,307 |
| Total non-performing loans | **3,359** | 2,568 | 2,481 |
| Other real estate owned and repossessed assets | **87** | 168 | 151 |
| Total non-performing assets | **$3,446** | $2,736 | $2,632 |
| Total loans, including loans held-for-sale | **$1,627,155** | $1,565,811 | $1,479,114 |
| Total assets | **$2,443,021** | $2,378,372 | $2,420,774 |
| Non-accrual loans to total loans | **0.21%** | 0.16% | 0.16% |
| Non-performing loans to total loans | **0.21%** | 0.16% | 0.17% |
| Non-performing assets to total assets | **0.14%** | 0.12% | 0.11% |

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

Non-performing assets represented 0.14% of total assets at March 31, 2023 compared with 0.12% at December 31, 2022. The increase resulted from a $0.7 million, or 26%, increase in non-performing assets which outpaced the growth in total assets (3%) during this period. Non-performing assets increased due to recognition of $1.5 million in Purchase Credit Deteriorated (PCD) loans, now classified as non-accrual loans, consistent with the changes in financial reporting under ASC Topic 326 (CECL). This was partially offset by a $0.7 million decrease in non-PCD non-accrual loans as well as a $0.1 million decrease in other real estate owned.

At March 31, 2023, there were a total of 39 non-accrual loans to 31 unrelated borrowers with balances that ranged from less than $1 thousand to $1.3 million, or $3.3 million in the aggregate. At December 31, 2022, there were a total of 39 non-accrual loans to 29 unrelated borrowers with balances that ranged from less than $1 thousand to $0.6 million, or $2.5 million in the aggregate.

There was one direct finance lease totaling $17 thousand that was over 90 days past due as of March 31, 2023 compared to one direct finance lease and one non-recourse auto loan totaling $33 thousand that were over 90 days past due as of December 31, 2022. All loans were well secured and in the process of collection.

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

The composition of non-performing loans as of March 31, 2023 is as follows:

*(dollars in thousands)*

| Commercial and industrial: | Gross loan balances | Past due 90 days or more and still accruing | Non- accrual loans | Total non- performing loans | % of gross loans |
| --- | ---: | ---: | ---: | ---: | ---: |
| Commercial | **$136,966** | **$-** | **$739** | $739 | **0.54%** |
| Municipal | **110,092** | - | - |  |  |
| Commercial real estate: |  |  |  |  |  |
| Non-owner occupied | **310,289** | **-** | **311** | **311** | **0.10%** |
| Owner occupied | **282,200** | **-** | **1,948** | **1,948** | **0.69%** |
| Construction | **33,192** | **-** | **-** | **-** | **-** |
| Consumer: |  |  |  |  |  |
| Home equity installment | **59,461** | **-** | **-** | **-** | **-** |
| Home equity line of credit | **49,928** | **-** | **75** | **75** | **0.15%** |
| Auto loans-Recourse | **12,207** | **-** | **11** | **11** | **0.09%** |
| Auto loans-Non Recourse | **125,051** | - | **170** | **170** | **0.14%** |
| Direct finance leases \* | **32,084** | **17** | **-** | **17** | 0.05% |
| Other | **13,181** | **-** | **2** | **2** | 0.02% |
| Residential: |  |  |  |  |  |
| Real estate | **417,026** | **-** | **86** | **86** | **0.02%** |
| Construction | **45,322** | **-** | **-** | **-** | **-** |
| Loans held-for-sale | **156** | **-** | **-** | **-** | **-** |
| Total | **$1,627,155** | **$17** | **$3,342** | $3,359 | **0.21%** |

\*Net of unearned lease revenue of $1.8 million.

Payments received from non-accrual loans are recognized on a cost recovery method. Payments are first applied to the outstanding principal balance, then to the recovery of any charged-off loan amounts. Any excess is treated as a recovery of interest income. If the non-accrual loans that were outstanding as of March 31, 2023 had been performing in accordance with their original terms, the Company would have recognized interest income with respect to such loans of $114 thousand.

#### Foreclosedassets held-for-sale

From December 31, 2022 to March 31, 2023, foreclosed assets held-for-sale (ORE) declined from $168 thousand to $87 thousand, a $81 thousand decrease, which was attributed to one ORE property being transferred to non-accrual due to administrative error during the first quarter. One property totaling $86 thousand was added to ORE during 2023.

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

*(dollars in thousands)*

|  | March 31, 2023 Amount | # | December 31, 2022 Amount | # |
| --- | ---: | ---: | ---: | ---: |
| Balance at beginning of period | **$168** | **2** | $434 | 5 |
| Additions | **86** | **1** | 762 | 3 |
| Pay downs | **-** |  | (6) |  |
| Write downs | **-** |  | (17) |  |
| Transfers | **(167)** | **(1)** | - |  |
| Sold | **-** | **-** | (1,005) | (6) |
| Balance at end of period | **$87** | **2** | $168 | 2 |

As of March 31, 2023, ORE consisted of two properties securing loans to two unrelated borrowers totaling $87 thousand. One property ($86 thousand) was added in 2023 and one property ($1 thousand) was added in 2017. Both properties are listed for sale.

As of March 31, 2023 and December 31, 2022, the Company had no other repossessed assets held-for-sale.

#### Cash surrender value of bank owned life insurance

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

#### Premises and equipment

Net of depreciation, premises and equipment increased $0.1 million during the first quarter of 2023. The Company purchased $0.4 million in fixed assets and added $0.3 million in construction in process during the first quarter of 2023. These increases were partially offset by $0.6 million in depreciation expense. The Company is planning to open a new branch in Wilkes-Barre in 2023. The Company closed the Hazle Township branch on March 31, 2023. The Company has recently begun remodeling the Main Branch located in Dunmore, PA and estimated costs for the project are currently $3.9 million. The Company began corporate headquarters construction which may continue to increase construction in process and is evaluating its branch network looking for consolidation that makes sense for more efficient operations.

On December 23, 2020, the Commonwealth of Pennsylvania authorized the release of $2.0 million in Redevelopment Assistance Capital Program (RACP) funding for the Company’s headquarters project in Lackawanna County. On December 2, 2021, the Company announced it would be receiving an additional $2.0 million in RACP funding in support of the project. The $4.0 million in total RACP grant funds will be allocated to the renovation and rehabilitation of the historic building located in downtown Scranton which will be used for the new corporate headquarters. The Company currently estimates net remaining costs for the corporate headquarters could range from $15 million to $20 million. This range estimate is subject to supply chain issues, commodities pricing and results of final planning over approximately two years through the end of 2024. In addition, the Company currently is in the process of pursuing a federal historic preservation tax credit which would provide a 20% tax credit on qualified improvements on the historic property.

#### Other assets

During the first three months of 2023, the $1.0 million decrease in other assets was due mostly to a $1.7 million decrease in deferred tax assets primarily from lower net unrealized losses in the investment portfolio partially offset by a $0.7 million increase in prepaid expenses.

### Funds Provided:

#### Deposits

The Company is a community based commercial depository financial institution, member FDIC, which offers a variety of deposit products with varying ranges of interest rates and terms. Generally, deposits are obtained from consumers, businesses and public entities within the communities that surround the Company’s 20 branch offices and all deposits are insured by the FDIC up to the full extent permitted by law. Deposit products consist of transaction accounts including: savings; clubs; interest-bearing checking; money market and non-interest bearing checking (DDA). The Company also offers short- and long-term time deposits or certificates of deposit (CDs). CDs are deposits with stated maturities which can range from seven days to ten years. Cash flow from deposits is influenced by economic conditions, changes in the interest rate environment, pricing and competition. To determine interest rates on its deposit products, the Company considers local competition, spreads to earning-asset yields, liquidity position and rates charged for alternative sources of funding such as short-term borrowings and FHLB advances.

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

*(dollars in thousands)*

|  | March 31, 2023 Amount% |  | December 31, 2022 Amount% |  |
| --- | ---: | ---: | ---: | ---: |
| Interest-bearing checking | **$651,788** | **30.4%** | $664,439 | 30.7% |
| Savings and clubs | **231,537** | **10.8** | 238,174 | 11.0 |
| Money market | **512,365** | **23.9** | 544,468 | 25.1 |
| Certificates of deposit | **156,346** | **7.3** | 117,224 | 5.4 |
| Total interest-bearing | **1,552,036** | **72.4** | 1,564,305 | 72.2 |
| Non-interest bearing | **591,055** | **27.6** | 602,608 | 27.8 |
| Total deposits | **$2,143,091** | **100.0%** | $2,166,913 | 100.0% |

Total deposits decreased $23.8 million, or 1%, to $2.1 billion at March 31, 2023 from $2.2 billion at December 31, 2022. During the first quarter of 2023, one relationship transferred approximately $32 million from money market accounts to interest-bearing checking accounts at the bank. Money market accounts declined $32.1 million primarily due to this transfer with public and personal outflows offset by business account growth. Interest-bearing checking accounts decreased $12.7 million during the first quarter of 2023 primarily from outflow of public funds from municipalities withdrawing American Rescue Plan Act funds and seasonal decline in school district accounts. Non-interest bearing checking accounts decreased $11.6 million primarily due to declines in business checking accounts from shifts to interest-bearing products. Savings and club accounts also decreased $6.6 million due to personal savings declines. The Company focuses on obtaining a full-banking relationship with existing checking account customers as well as forming new customer relationships. The Company will continue to execute on its relationship development strategy, explore the demographics within its marketplace and develop creative programs for its customers to maintain and grow core deposits. For the first quarter of 2023, the Company experienced deposit balance declines as clients transferred their deposits to investments to earn higher interest and pay down debts. We currently expect this trend to continue throughout 2023. Seasonal public deposit fluctuations are expected to remain volatile and at times may partially offset future deposit growth.

Partially offsetting these non-maturing deposit decreases, CDs increased $39.1 million, or 33%, during the first quarter of 2023. CD balances started to improve as promotional rates increased. Some maturing CDs were closed as customers could earn higher yields by investing the money into other products. The Company will continue to pursue strategies to grow and retain retail and business customers with an emphasis on deepening and broadening existing and creating new relationships.

The Company uses the Certificate of Deposit Account Registry Service (CDARS) reciprocal program and Insured Cash Sweep (ICS) reciprocal program to obtain FDIC insurance protection for customers who have large deposits that at times may exceed the FDIC maximum insured amount of $250,000. The Company did not have any CDARs as of March 31, 2023 and December 31, 2022. As of March 31, 2023 and December 31, 2022, ICS reciprocal deposits represented $101.4 million and $26.3 million, or 5% and 1%, of total deposits which are included in interest-bearing checking accounts in the table above. The $75.1 million increase in ICS deposits is primarily due to one large business relationship that transferred deposits to ICS accounts from other interest-bearing checking accounts.

As of March 31, 2023, total uninsured deposits were estimated to be $857.6 million, or 40% of total deposits. The estimate of uninsured deposits is based on the same methodologies and assumptions used for regulatory reporting requirements. The Company aggregates deposit products by taxpayer identification number and classifies into ownership categories to estimate amounts over the FDIC insurance limit. As of March 31, 2023, the ratio of uninsured and non-collateralized deposits to total deposits was approximately 21%.

The maturity distribution of certificates of deposit that meet or exceed the FDIC limit, by account, at March 31, 2023 is as follows:

*(dollars in thousands)*

|  |  |
| --- | ---: |
| Three months or less | $3,889 |
| More than three months to six months | 3,704 |
| More than six months to twelve months | 7,923 |
| More than twelve months | 29,805 |
| Total | $45,321 |

Approximately 36% of the CDs, with a weighted-average interest rate of 0.73%, are scheduled to mature in 2023 and an additional 44%, with a weighted-average interest rate of 2.92%, are scheduled to mature in 2024. Renewing CDs are currently expected to re-price to higher market rates depending on the rate on the maturing CD, the pace and direction of interest rate movements, the shape of the yield curve, competition, the rate profile of the maturing accounts and depositor preference for alternative, non-term products. The Company plans to continue to address repricing CDs in the ordinary course of business on a relationship pricing basis and is prepared to match rates when prudent to maintain relationships. Growth in CD accounts is challenged by the current and expected rate environment and clients’ preference for short-term rates. The Company will continue to develop CD promotional programs when the Company deems that it is economically feasible to do so or when demand exists. The Company will consider the needs of the customers and simultaneously be mindful of the liquidity levels, borrowing rates and the interest rate sensitivity exposure of the Company.

#### Short-term borrowings

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

Short-term borrowings may include overnight balances with FHLB line of credit and/or correspondent bank’s federal funds lines which the Company may require to fund daily liquidity needs such as deposit outflow, loan demand and operations. The Company used $89.0 million in short-term borrowings to fund loan growth for the first quarter of 2023. The short-term borrowings included $32.0 million borrowed through the Federal Reserve Bank Term Funding Program (BTFP) up to one year costing 4.38% by pledging $32.0 million in securities. As of March 31, 2023, the Company had the ability to borrow $184.4 million from the Federal Reserve borrower-in-custody program, $145.9 million in overnight borrowings with the FHLB open-repo line of credit and $25.0 million from lines of credit with correspondent banks.

#### Secured borrowings

As of March 31, 2023 and December 31, 2022, the Company had 9 secured borrowing agreements with third parties with a fair value of $7.6 million and $7.6 million, respectively, related to certain sold loan participations that did not qualify for sales treatment acquired from Landmark. Secured borrowings are expected to decrease for 2023 from scheduled amortization and, when possible, early pay-offs.

#### FHLB advances

The Company had no FHLB advances as of March 31, 2023 and December 31, 2022. As of March 31, 2023, the Company had the ability to borrow an additional $574.4 million from the FHLB, including any overnight borrowings. The Company does not expect to have any FHLB advances in 2023.

## Market risk

As filed, 28,758 characters.

#### Management of interest rate risk and market risk analysis.

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

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

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

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

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

To manage this interest rate sensitivity gap position, an asset/liability model commonly known as cumulative gap analysis is used to monitor the difference in the volume of the Company’s interest sensitive assets and liabilities that mature or re-price within given time intervals. A positive gap (asset sensitive) indicates that more assets will re-price during a given period compared to liabilities, while a negative gap (liability sensitive) indicates the opposite effect. The Company employs computerized net interest income simulation modeling to assist in quantifying interest rate risk exposure. This process measures and quantifies the impact on net interest income through varying interest rate changes and balance sheet compositions. The use of this model assists the ALCO in gauging the effects of interest rate changes on interest-sensitive assets and liabilities in order to determine what impact these rate changes will have upon the net interest spread. At March 31, 2023, the Company maintained a one-year cumulative gap of negative (liability sensitive) $150.3 million, or -6%, of total assets. The effect of this negative gap position provided a mismatch of assets and liabilities which may expose the Company to interest rate risk during periods of rising interest rates. Conversely, in a decreasing interest rate environment, net interest income could be positively impacted because more liabilities than assets will re-price downward during the one-year period.

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

The following table reflects the re-pricing of the balance sheet or “gap” position at March 31, 2023:

*(dollars in thousands)*

|  | Three months or less | More than three months to twelve months | More than one year to three years | More than three years | Total |
| --- | ---: | ---: | ---: | ---: | ---: |
| Cash and cash equivalents | $33,370 | $- | $- | $29,668 | $63,038 |
| Investment securities (1)(2) | 6,753 | 18,927 | 51,926 | 542,888 | 620,494 |
| Loans and leases (2) | 321,586 | 242,677 | 440,586 | 604,396 | 1,609,245 |
| Fixed and other assets | - | 53,567 | - | 96,677 | 150,244 |
| Total assets | $361,709 | $315,171 | $492,512 | $1,273,629 | $2,443,021 |
| Total cumulative assets | $361,709 | $676,880 | $1,169,392 | $2,443,021 |  |
| Non-interest-bearing transaction deposits (3) | $- | $59,165 | $162,422 | $369,468 | $591,055 |
| Interest-bearing transaction deposits (3) | 594,904 | - | 320,314 | 480,472 | 1,395,690 |
| Certificates of deposit | 20,857 | 57,036 | 74,280 | 4,173 | 156,346 |
| Secured borrowings | 6,252 | - | 1,308 | - | 7,560 |
| Short-term borrowings | 88,989 | - | - | - | 88,989 |
| Other liabilities | - | - | - | 27,494 | 27,494 |
| Total liabilities | $711,002 | $116,201 | $558,324 | $881,607 | $2,267,134 |
| Total cumulative liabilities | $711,002 | $827,203 | $1,385,527 | $2,267,134 |  |
| Interest sensitivity gap | $(349,293) | $198,970 | $(65,812) | $392,022 |  |
| Cumulative gap | $(349,293) | $(150,323) | $(216,135) | $175,887 |  |
| Cumulative gap to total assets | (14.3)% | (6.2)% | (8.8)% | 7.2% |  |

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

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

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

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

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

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

The following table illustrates the simulated impact of an immediate 200 basis points upward or downward movement in interest rates on net interest income, net income and the change in the economic value (portfolio equity). This analysis assumed that the adjusted interest-earning asset and interest-bearing liability levels at March 31, 2023 remained constant. The impact of the rate movements was developed by simulating the effect of the rate change over a twelve-month period from the March 31, 2023 levels:

| Earnings at risk: | % change Rates +200 | Rates -200 |
| --- | ---: | ---: |
| Net interest income | (7.3)% | (0.7)% |
| Net income | (14.1) | (3.2) |
| Economic value at risk: |  |  |
| Economic value of equity | (17.5) | 5.5 |
| Economic value of equity as a percent of total assets | (2.1) | 0.6 |

Economic value has the most meaning when viewed within the context of risk-based capital. Therefore, the economic value may normally change beyond the Company’s policy guideline for a short period of time as long as the risk-based capital ratio (after adjusting for the excess equity exposure) is greater than 10%. At March 31, 2023, the Company’s risk-based capital ratio was 14.59%.

The table below summarizes estimated changes in net interest income over a twelve-month period beginning April 1, 2023, under alternate interest rate scenarios using the income simulation model described above:

*(dollars in thousands)*

| Simulated change in interest rates | Net interest income | $% variance | variance |
| --- | ---: | ---: | ---: |
| +200 basis points | $66,383 | $(5,216) | (7.3)% |
| +100 basis points | 69,442 | (2,157) | (3.0)% |
| Flat rate | 71,599 | - | -% |
| -100 basis points | 71,321 | (278) | (0.4)% |
| -200 basis points | 71,063 | (536) | (0.7)% |

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

#### Liquidity

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

The Company’s contingency funding plan (CFP) sets a framework for handling liquidity issues in the event circumstances arise which the Company deems to be less than normal. The Company established guidelines for identifying, measuring, monitoring and managing the resolution of potentially serious liquidity crises. The CFP outlines required monitoring tools, acceptable alternative funding sources and required actions during various liquidity scenarios. Thus, the Company has implemented a proactive means for the measurement and resolution for handling potentially significant adverse liquidity conditions. At least quarterly, the CFP monitoring tools, current liquidity position and monthly projected liquidity sources and uses are presented and reviewed by the Company’s Asset/Liability Committee. As of March 31, 2023, the Company had not experienced any adverse issues that would give rise to its inability to raise liquidity in an emergency situation.

During the three months ended March 31, 2023, the Company generated $33.9 million of cash. During the period, the Company’s operations provided approximately $7.1 million mostly from $17.4 million of net cash inflow from the components of net interest income plus $1.3 million in proceeds over originations of loans HFS partially offset by net non-interest expense/income related payments of $11.7 million. Cash inflow from interest-earning assets, the sale of securities, short-term borrowings and loan payments were used to replace deposit runoff, fund the loan portfolio, invest in bank premises and equipment and make net dividend payments. The Company received a large amount of public deposits over the past six years. The seasonal nature of deposits from municipalities and other public funding sources requires the Company to be prepared for the inherent volatility and the unpredictable timing of cash outflow from this customer base, including maintaining the requirements to pledge investment securities. Accordingly, the use of short-term overnight borrowings could be used to fulfill funding gap needs. The CFP is a tool to help the Company ensure that alternative funding sources are available to meet its liquidity needs.

During January 2023, the Company sold $31.2 million in AFS securities at breakeven to generate liquidity in order to pay down overnight borrowings which will result in interest expense savings. Management will continue to execute strategies to generate liquidity when it makes sense for the Company's operations.

During 2021 and 2022, the Company also experienced deposit inflow resulting from businesses and municipalities that received relief from the CARES Act, American Rescue Plan Act ("ARPA") and other government stimulus. There is uncertainty about the length of time that these deposits will remain which could require the Company to maintain elevated cash balances. During the first quarter of 2023, the company experienced an outflow of $50.1 million in ARPA funds, or approximately 51% of the balance of these funds from the end 2022.The Company will continue to monitor deposit fluctuation for other significant changes.

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

Lending commitments include commitments to originate loans and commitments to fund unused lines of credit. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Unfunded commitments of existing loan facilities totaled $347.7 million, standby letters of credit totaled $16.5 million and the level of uninsured and non-collateralized deposits was $447.9 million at March 31, 2023. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

As of March 31, 2023, the Company maintained $63.0 million in cash and cash equivalents and $391.6 million of investments AFS and loans HFS. Also as of March 31, 2023, the Company had approximately $574.4 million available to borrow from the FHLB, $25.0 million from correspondent banks, $184.4 million from the FRB and $366.5 million from the IntraFi Network One-Way Buy program. The combined total of $1,604.9 million represented 66% of total assets at March 31, 2023. The Company also has the ability to pledge securities to borrow at par from the Federal Reserve Bank Term Funding Program to gain liquidity. Management believes this level of liquidity to be strong and adequate to support current operations.

#### Capital

During the three months ended March 31, 2023, total shareholders' equity increased $12.9 million, or 8%, due principally to an $8.2 million after tax improvement in the net unrealized loss position in the Company’s investment portfolio. Capital was enhanced by $7.0 million in net income added into retained earnings, $0.3 million from investments in the Company’s common stock via the Employee Stock Purchase Plan (ESPP), $0.4 million from stock-based compensation expense from the ESPP and restricted stock and $0.4 million from the re-issuance of treasury stock for the dividend reinvestment plan. Partially offsetting these increases were $2.1 million of cash dividends declared on the Company’s common stock, a $1.3 million cumulative effect adjustment for adoption of CECL and $0.1 million in treasury stock purchases to cover employee withholdings. The Company’s dividend payout ratio, defined as the rate at which current earnings are paid to shareholders, was 29.2% for the three months ended March 31, 2023. The balance of earnings is retained to further strengthen the Company’s capital position.

As of March 31, 2023, the Company reported a net unrealized loss position of $62.9 million, net of tax, from the securities AFS portfolio compared to a net unrealized loss of $71.1 million as of December 31, 2022. The $8.2 million improvement during the first quarter of 2023 was from the $7.8 million improvement in net unrealized losses on AFS securities, net of tax, and $0.4 million in accretion of net unrealized losses on HTM securities transferred from AFS, net of tax. Lower unrealized losses on all types of securities contributed to the improvement in investment portfolio. Management believes that changes in fair value of the Company’s securities are due to changes in interest rates and not in the creditworthiness of the issuers.

Generally, when U.S. Treasury rates rise, investment securities’ pricing declines and fair values of investment securities also decline. Volatility has existed in the yield curve within the past twelve months and the Company is uncertain about the expected rate environment. There is no assurance that future realized and unrealized losses will not be recognized from the Company’s portfolio of investment securities.

The tangible common equity (TCE) ratio (non-GAAP) was 6.39% and 6.41% for the three months ended March 31, 2023 and 2022, respectively. At March 31, 2023, the held-to-maturity securities portfolio had $28.2 million in unrealized losses, net of deferred taxes. If the TCE ratio was adjusted to include the unrealized losses on held-to-maturity securities, the adjusted TCE ratio (non-GAAP) would have been 5.45% at March 31, 2023.

To help maintain a healthy capital position, the Company can issue stock to participants in the DRP and ESPP plans. The DRP affords the Company the option to acquire shares in open market purchases and/or issue shares directly from the Company to plan participants. During the first quarter of 2023, the Company re-issued treasury shares to fulfill the needs of the DRP. Both the DRP and the ESPP plans have been a consistent source of capital from the Company’s loyal employees and shareholders and their participation in these plans will continue to help strengthen the Company’s balance sheet.

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

Under these guidelines, assets and certain off-balance sheet items are assigned to broad risk categories, each with appropriate weights. The resulting capital ratios represent capital as a percentage of total risk-weighted assets. The guidelines require all banks and bank holding companies to maintain a minimum ratio of total risk-based capital to total risk-weighted assets (Total Risk Adjusted Capital) of 8%, including Tier I common equity to total risk-weighted assets (Tier I Common Equity) of 4.5%, Tier I capital to total risk-weighted assets (Tier I Capital) of 6% and Tier I capital to average total assets (Leverage Ratio) of at least 4%. A capital conservation buffer, comprised of common equity Tier I capital, is also established above the regulatory minimum capital requirements of 2.50%. As of March 31, 2023 and December 31, 2022, the Company and the Bank exceeded all capital adequacy requirements to which it was subject.

The Company continues to closely monitor and evaluate alternatives to enhance its capital ratios as the regulatory and economic environments change. The following table depicts the capital amounts and ratios of the Company, on a consolidated basis, and the Bank as of March 31, 2023 and December 31, 2022:

*(dollars in thousands)*

| As of March 31, 2023 Total capital (to risk-weighted assets) | Actual Amount | Ratio | For capital adequacy purposes Amount |  | Ratio |  | For capital adequacy purposes with capital conservation buffer Amount | Ratio | To be well capitalized under prompt corrective action provisions Amount |  | Ratio |
| --- | ---: | ---: | --- | ---: | ---: | --- | ---: | ---: | --- | ---: | ---: |
| Consolidated | **$236,874** | **14.6%** | **≥** | **$129,841** | **8.0%** | **≥** | **$170,416** | **10.5%** |  | **N/A** | **N/A** |
| Bank | **$236,215** | **14.6%** | **≥** | **$129,838** | **8.0%** | **≥** | **$170,413** | **10.5%** | **≥** | **$162,298** | **10.0%** |
| Tier 1 common equity (to risk-weighted assets) |  |  |  |  |  |  |  |  |  |  |  |
| Consolidated | **$217,755** | **13.4%** | **≥** | **$73,035** | **4.5%** | **≥** | **$113,611** | **7.0%** |  | **N/A** | **N/A** |
| Bank | **$216,970** | **13.4%** | **≥** | **$73,034** | **4.5%** | **≥** | **$113,608** | **7.0%** | ≥ | **$105,494** | **6.5%** |
| Tier I capital (to risk-weighted assets) |  |  |  |  |  |  |  |  |  |  |  |
| Consolidated | **$217,755** | **13.4%** | **≥** | **$97,381** | **6.0%** | **≥** | **$137,956** | **8.5%** |  | **N/A** | **N/A** |
| Bank | **$216,970** | **13.4%** | **≥** | **$97,379** | **6.0%** | **≥** | **$137,953** | **8.5%** | ≥ | **$129,838** | **8.0%** |
| Tier I capital (to average assets) |  |  |  |  |  |  |  |  |  |  |  |
| Consolidated | **$217,755** | **8.9%** | ≥ | **$97,669** | **4.0%** | ≥ | **$97,669** | **4.0%** |  | **N/A** | **N/A** |
| Bank | **$216,970** | **8.9%** | ≥ | **$97,657** | **4.0%** | ≥ | **$97,657** | **4.0%** | ≥ | **$122,072** | **5.0%** |

57

*(dollars in thousands)*

| As of December 31, 2022 Total capital (to risk-weighted assets) | Actual Amount | Ratio | For capital adequacy purposes Amount |  | Ratio |  | For capital adequacy purposes with capital conservation buffer Amount | Ratio | To be well capitalized under prompt corrective action provisions Amount |  | Ratio |
| --- | ---: | ---: | --- | ---: | ---: | --- | ---: | ---: | --- | ---: | ---: |
| Consolidated | $230,133 | 14.4% | ≥ | $128,325 | 8.0% | ≥ | $168,427 | 10.5% |  | N/A | N/A |
| Bank | $229,803 | 14.3% | ≥ | $128,308 | 8.0% | ≥ | $168,405 | 10.5% | ≥ | $160,385 | 10.0% |
| Tier 1 common equity (to risk-weighted assets) |  |  |  |  |  |  |  |  |  |  |  |
| Consolidated | $212,935 | 13.3% | ≥ | $72,183 | 4.5% | ≥ | $112,285 | 7.0% |  | N/A | N/A |
| Bank | $212,605 | 13.3% | ≥ | $72,173 | 4.5% | ≥ | $112,270 | 7.0% | ≥ | $104,251 | 6.5% |
| Tier I capital (to risk-weighted assets) |  |  |  |  |  |  |  |  |  |  |  |
| Consolidated | $212,935 | 13.3% | ≥ | $96,244 | 6.0% | ≥ | $136,346 | 8.5% |  | N/A | N/A |
| Bank | $212,605 | 13.3% | ≥ | $96,231 | 6.0% | ≥ | $136,328 | 8.5% | ≥ | $128,308 | 8.0% |
| Tier I capital (to average assets) |  |  |  |  |  |  |  |  |  |  |  |
| Consolidated | $212,935 | 8.7% | ≥ | $97,960 | 4.0% | ≥ | $97,960 | 4.0% |  | N/A | N/A |
| Bank | $212,605 | 8.7% | ≥ | $97,951 | 4.0% | ≥ | $97,951 | 4.0% | ≥ | $122,439 | 5.0% |

The Company advises readers to refer to the Supervision and Regulation section of Management’s Discussion and Analysis of Financial Condition and Results of Operation, of its 2022 Form 10-K for a discussion on the regulatory environment and recent legislation and rulemaking.

## Controls and procedures

As filed, 1,065 characters.

As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of its President and Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on such evaluation, the President and Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports the Company files or furnishes under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, and are effective. The Company made no changes in its internal controls over financial reporting or in other factors that materially affected, or are reasonably likely to materially affect, these controls during the last fiscal quarter ended March 31, 2023.

## Risk factors

As filed, 1,883 characters.

**Recent Negative Developments Affecting the Banking Industry, Including Recent Bank Failures or Concerns Regarding Liquidity, Have Eroded Customer Confidence in the Banking System and May Have a Material Adverse Effect on the Company.**

During March and April 2023 three significant bank failures occurred (Silicon Valley Bank, Signature Bank, and First Republic Bank). This was and continues to be accompanied by financial instability at certain additional banks. These bank failures and bank instabilities have created and may continue to create market and other risks, for all financial institutions and banks, including the Corporation. These risks include, but are not limited to:

1\. market risk and a loss of confidence in the financial services sector, and/or specific banks;

2\. Deterioration of securities and loan portfolios;

3\. Deposit volatility and reductions with higher volumes and occurring over shorter periods of time;

4\. Increased liquidity demand and utilization of sources of liquidity; and

5\. Interest rate volatility and abrupt, sudden and greater than usual rate changes.

These factors individually, or in any combination, could materially and adversely affect our:

1\. Financial condition;

2\. Operations and results thereof; and

3\. Stock price.

In addition, the previously mentioned bank failures and instabilities may result in an increase of FDIC deposit insurance premiums and/or result in special FDIC deposit insurance assessments, which also may adversely affect the Company’s financial condition, operations, results thereof or stock price.

The Company cannot predict the impact, timing or duration of such events.

Management of the Company does not believe there have been any other material changes to the risk factors that were disclosed in the 2022 Form 10-K filed with the Securities and Exchange Commission on March 20, 2023.

Filed May 12, 2023.
Source: SEC EDGAR, the filing index for accession 0001437749-23-014271. Last ingested by Listed: Oct 24, 2026, 15:02 ET. No prices; not investment advice.