ENBP 10-Q Quarter ended June 30, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2024

OR

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

For the transition period from ________________________ to ________________________

ENB Financial Corp

(Exact name of registrant as specified in its charter)

Pennsylvania		000-53297		51-0661129
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No)
31 E. Main St ., Ephrata , PA		17522-0457
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (717) 733-4181

Former name, former address, and former fiscal year, if changed since last report Not Applicable

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None.		N/A		N/A

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

Yes ☒ No ☐

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

Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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

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

Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 1, 2024, the registrant had 5,667,054 shares of $0.10 (par) Common Stock outstanding.

ENB FINANCIAL CORP

INDEX TO FORM 10-Q

June 30, 2024

Part I – FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Consolidated Balance Sheets at June 30, 2024 and 2023, and December 31, 2023 (Unaudited)	3
		Consolidated Statements of Income for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)	4
		Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)	5
		Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)	6
		Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (Unaudited)	7
		Notes to the Unaudited Consolidated Interim Financial Statements	8-28
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29-47
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	48-50
	Item 4.	Controls and Procedures	51
Part II – OTHER INFORMATION			52
	Item 1.	Legal Proceedings	52
	Item 1A.	Risk Factors	52
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
	Item 3.	Defaults upon Senior Securities	52
	Item 4.	Mine Safety Disclosures	52
	Item 5.	Other Information	52
	Item 6.	Exhibits	53
SIGNATURE PAGE			54

Part I - Financial Information

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

		June 30,				December 31,				June 30,
		2024				2023				2023
		$				$				$
ASSETS
Cash and due from banks			27,658				29,519				24,672
Interest-bearing deposits in other banks			78,955				59,477				36,409
Total cash and cash equivalents			106,613				88,996				61,081
Securities available for sale (at fair value, net of allowance for credit losses of $ 0 )			437,728				459,569				456,004
Equity securities (at fair value)			9,849				9,451				9,019
Loans held for sale			825				352				652
Loans (net of unearned income)			1,384,076				1,360,078				1,296,502
Less: Allowance for credit losses			14,339				15,176				16,833
Net loans			1,369,737				1,344,902				1,279,669
Premises and equipment			26,261				25,284				25,381
Regulatory stock			8,641				8,540				7,843
Bank owned life insurance			35,520				35,632				35,197
Other assets			29,384				28,098				28,806
Total assets			2,024,558				2,000,824				1,903,652
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Noninterest-bearing			623,348				611,968				634,360
Interest-bearing			1,131,022				1,114,830				1,021,591
Total deposits			1,754,370				1,726,798				1,655,951
Long-term debt			92,334				101,228				91,717
Subordinated debt			39,636				39,556				39,476
Other liabilities			12,252				13,588				10,174
Total liabilities			1,898,592				1,881,170				1,797,318
Stockholders' equity:
Common stock, par value $ 0.10
Shares:  Authorized 24,000,000
Issued 5,739,114 and Outstanding 5,677,053 as of 6/30/24, 5,670,054 as of 12/31/23, and 5,654,415 as of 6/30/23			574				574				574
Capital surplus			4,001				4,072				4,259
Retained earnings			156,924				150,596				144,380
Accumulated other comprehensive loss, net of tax			( 34,491	)			( 34,355	)			( 41,244	)
Less: Treasury stock cost on 62,061 shares as of 6/30/24, 69,060 as of 12/31/23, and 84,700 as of 6/30/23			( 1,042	)			( 1,233	)			( 1,635	)
Total stockholders' equity			125,966				119,654				106,334
Total liabilities and stockholders' equity			2,024,558				2,000,824				1,903,652

See Notes to the Unaudited Consolidated Interim Financial Statements

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

		Three Months ended June 30,								Six Months ended June 30,
		2024				2023				2024				2023
		$				$				$				$
Interest and dividend income:
Interest and fees on loans			17,940				14,951				35,255				28,648
Interest on securities available for sale
Taxable			2,854				2,811				5,740				5,853
Tax-exempt			705				740				1,425				1,529
Interest on deposits at other banks			606				213				950				247
Dividend income			324				266				630				521
Total interest and dividend income			22,429				18,981				44,000				36,798
Interest expense:
Interest on deposits			7,105				4,114				13,936				6,958
Interest on borrowings			1,330				1,210				2,698				2,379
Total interest expense			8,435				5,324				16,634				9,337
Net interest income			13,994				13,657				27,366				27,461
(Release) provision for credit losses			( 207	)			815				( 851	)			2,072
Net interest income after (release) provision for credit losses			14,201				12,842				28,217				25,389
Other income:
Trust and investment services income			727				674				1,810				1,459
Service fees			1,438				1,122				2,799				2,022
Commissions			1,005				917				2,022				1,812
Losses on the sale of debt securities, net			—				( 954	)			( 91	)			( 1,364	)
Gains (losses) on equity securities, net			30				( 106	)			( 137	)			( 302	)
Gains on sale of mortgages			478				204				1,022				326
Earnings on bank-owned life insurance			407				237				700				463
Other income			316				328				622				660
Total other income			4,401				2,422				8,747				5,076
Operating expenses:
Salaries and employee benefits			8,339				7,901				16,674				15,356
Occupancy			806				860				1,663				1,596
Equipment			350				325				653				669
Advertising & marketing			204				412				445				686
Computer software & data processing			1,467				1,697				3,169				3,478
Shares tax			357				299				714				599
Professional services			825				843				1,536				1,507
Other expense			1,020				865				2,108				1,675
Total operating expenses			13,368				13,202				26,962				25,566
Income before income taxes			5,234				2,062				10,002				4,899
Provision for federal income taxes			920				265				1,747				661
Net income			4,314				1,797				8,255				4,238
Earnings per share of common stock			0.76				0.32				1.46				0.75
Cash dividends paid per share			0.17				0.17				0.34				0.34
Weighted average shares outstanding			5,665,518				5,640,826				5,665,296				5,636,181

See Notes to the Unaudited Consolidated Interim Financial Statements

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(DOLLARS IN THOUSANDS)

		Three Months ended June 30,								Six Months ended June 30,
		2024				2023				2024				2023
		$				$				$				$
Net income			4,314				1,797				8,255				4,238
Other comprehensive income (loss), net of tax:
Securities available for sale not other-than-temporarily impaired:
Unrealized gains (losses) arising during the period			785				( 1,728	)			( 262	)			7,557
Income tax effect			( 165	)			363				54				( 1,587	)
			620				( 1,365	)			( 208	)			5,970
Losses recognized in earnings			—				954				91				1,364
Income tax effect			—				( 200	)			( 19	)			( 286	)
			—				754				72				1,078
Other comprehensive income (loss), net of tax			620				( 611	)			( 136	)			7,048
Comprehensive Income			4,934				1,186				8,119				11,286

See Notes to the Unaudited Consolidated Interim Financial Statements

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

														Accumulated
														Other								Total
		Common				Capital				Retained				Comprehensive				Treasury				Stockholders'
		Stock				Surplus				Earnings				Income (Loss)				Stock				Equity
		$				$				$				$				$				$
Balances, December 31, 2022			574				4,437				142,677				( 48,292	)			( 2,061	)			97,335
Cumulative effect of adoption of ASU 2016-13			—				—				( 619	)			—				—				( 619	)
Net income			—				—				2,441				—				—				2,441
Other comprehensive income net of tax			—				—				—				7,659				—				7,659
Stock-based compensation expense			—				14				—				—				—				14
Treasury stock purchased - 8,903 shares			—				—				—				—				( 147	)			( 147	)
Treasury stock issued - 19,523 shares			—				( 110	)			—				—				383				273
Cash dividends paid, $ 0.17 per share			—				—				( 957	)			—				—				( 957	)
Balances, March 31, 2023			574				4,341				143,542				( 40,633	)			( 1,825	)			105,999
Net income			—				—				1,797				—				—				1,797
Other comprehensive loss net of tax			—				—				—				( 611	)			—				( 611	)
Stock-based compensation expense			—				15				—				—				—				15
Treasury stock purchased - 12,431 shares			—				—				—				—				( 168	)			( 168	)
Treasury stock issued - 20,692 shares			—				( 97	)			—				—				358				261
Cash dividends paid, $ 0.17 per share			—				—				( 959	)			—				—				( 959	)
Balances, June 30, 2023			574				4,259				144,380				( 41,244	)			( 1,635	)			106,334
Balances, December 31, 2023			574				4,072				150,596				( 34,355	)			( 1,233	)			119,654
Net income			—				—				3,941				—				—				3,941
Other comprehensive loss net of tax			—				—				—				( 756	)			—				( 756	)
Stock-based compensation expense			—				17				—				—				—				17
Treasury stock purchased - 15,699 shares			—				—				—				—				( 228	)			( 228	)
Treasury stock issued - 18,662 shares			—				( 53	)			—				—				322				269
Cash dividends paid, $ 0.17 per share			—				—				( 964	)			—				—				( 964	)
Balances, March 31, 2024			574				4,036				153,573				( 35,111	)			( 1,139	)			121,933
Net income			—				—				4,314				—				—				4,314
Other comprehensive income net of tax			—				—				—				620				—				620
Stock-based compensation expense			—				14				—				—				—				14
Treasury stock purchased - 15,000 shares			—				—				—				—				( 223	)			( 223	)
Treasury stock issued - 19,036 shares			—				( 49	)			—				—				320				271
Cash dividends paid, $ 0.17 per share			—				—				( 963	)			—				—				( 963	)
Balances, June 30, 2024			574				4,001				156,924				( 34,491	)			( 1,042	)			125,966

See Notes to the Unaudited Consolidated Interim Financial Statements

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(DOLLARS IN THOUSANDS)

		Six Months Ended June 30,
		2024				2023
		$				$
Cash flows from operating activities:
Net income			8,255				4,238
Adjustments to reconcile net income to net cash
provided by operating activities:
Net amortization of securities premiums and discounts and loan fees			2,212				2,346
(Increase) decrease in interest receivable			( 1,080	)			307
Increase in interest payable			26				571
(Release) provision for credit losses			( 851	)			2,072
Losses on the sale of debt securities, net			91				1,364
Losses on equity securities, net			137				302
Gains on sale of mortgages			( 1,022	)			( 326	)
Loans originated for sale			( 33,187	)			( 11,928	)
Proceeds from sales of loans			33,736				17,529
Earnings on bank-owned life insurance			( 700	)			( 463	)
Depreciation of premises and equipment and amortization of software			1,045				973
Deferred income tax			290				( 254	)
Amortization of deferred fees on subordinated debt			80				80
Stock-based compensation expense			31				29
Other assets and other liabilities, net			( 1,436	)			1,353
Net cash provided by operating activities			7,627				18,193
Cash flows from investing activities:
Securities available for sale:
Proceeds from maturities, calls, and repayments			17,477				20,457
Proceeds from sales			5,019				61,089
Purchases			( 3,000	)			( 3,030	)
Equity securities
Purchases			( 535	)			( 202	)
Purchase of regulatory bank stock			( 477	)			( 1,821	)
Redemptions of regulatory bank stock			376				648
Proceeds from bank-owned life insurance			745				2,083
Net increase in loans			( 24,114	)			( 105,562	)
Purchases of premises and equipment, net			( 1,828	)			( 826	)
Purchase of computer software			( 513	)			( 494	)
Net cash used for investing activities			( 6,850	)			( 27,658	)
Cash flows from financing activities:
Net increase (decrease) in demand, NOW, and savings accounts			14,537				( 33,709	)
Net increase in time deposits			13,035				50,702
Repayments of short-term debt			—				( 16,000	)
Proceeds from long-term debt			—				37,678
Repayments of long-term debt			( 8,894	)			( 4,000	)
Dividends paid			( 1,927	)			( 1,916	)
Proceeds from sale of treasury stock			540				534
Treasury stock purchased			( 451	)			( 315	)
Net cash provided by financing activities			16,840				32,974
Increase in cash and cash equivalents			17,617				23,509
Cash and cash equivalents at beginning of period			88,996				37,572
Cash and cash equivalents at end of period			106,613				61,081
Supplemental disclosures of cash flow information:
Interest paid			16,608				8,764
Income taxes paid			1,900				1,375
Supplemental disclosure of non-cash investing and financing activities:
Fair value adjustments for securities available for sale			( 173	)			8,921

See Notes to the Unaudited Consolidated Interim Financial Statements

1.       Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and to general practices within the banking industry. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all significant adjustments considered necessary for fair presentation have been included. Certain items previously reported have been reclassified to conform to the current period’s reporting format. Such reclassifications did not affect net income or stockholders’ equity.

ENB Financial Corp (“the Corporation”) is the bank holding company for its wholly-owned subsidiary Ephrata National Bank (the “Bank”). Ephrata National Bank has one wholly-owned subsidiary, ENB Insurance, LLC which is consolidated into its financial statements. This Form 10-Q, for the second quarter of 2024, is reporting on the results of operations and financial condition of ENB Financial Corp on a consolidated basis.

Operating results for the three and six months ended June 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. For further information, refer to the consolidated financial statements and footnotes thereto included in ENB Financial Corp’s Annual Report on Form 10-K for the year ended December 31, 2023.

2.       Revenue from Contracts with Customers

The Corporation records revenue from contracts with customers in accordance with Accounting Standards Topic 606, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Corporation must identify contracts with customers, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when the Corporation satisfies a performance obligation. Significant revenue has not been recognized in the current reporting period that results from performance obligations satisfied in previous periods.

The Corporation’s primary sources of revenue are derived from interest and dividends earned on loans, investment securities, and other financial instruments that are not within the scope of Topic 606. The Corporation has evaluated the nature of its contracts with customers and determined that further disaggregation of revenue from contracts with customers into more granular categories beyond what is presented in the Consolidated Statements of Income was not necessary. The Corporation generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices are typically fixed; charged either on a periodic basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in applying Topic 606 that significantly affects the determination of the amount and timing of revenue from contracts with customers.

3.       Securities Available for Sale

The amortized cost, gross unrealized gains and losses, approximate fair value, and allowance for credit losses of investment securities held at June 30, 2024 and December 31, 2023, are as follows:

						Gross				Gross				Allowance
(DOLLARS IN THOUSANDS)		Amortized				Unrealized				Unrealized				for Credit				Fair
		Cost				Gains				Losses				Losses				Value
		$				$				$				$				$
June 30, 2024
U.S. treasuries			19,884				—				( 1,761	)			—				18,123
U.S. government agencies			19,400				—				( 1,806	)			—				17,594
U.S. agency mortgage-backed securities			41,039				—				( 3,616	)			—				37,423
U.S. agency collateralized mortgage obligations			20,796				—				( 2,026	)			—				18,770
Non-agency MBS/CMO			53,033				—				( 2,703	)			—				50,330
Asset-backed securities			61,649				54				( 524	)			—				61,179
Corporate bonds			60,845				—				( 5,790	)			—				55,055
Obligations of states and political subdivisions			204,741				—				( 25,487	)			—				179,254
Total securities available for sale			481,387				54				( 43,713	)			—				437,728

						Gross				Gross				Allowance
(DOLLARS IN THOUSANDS)		Amortized				Unrealized				Unrealized				for Credit				Fair
		Cost				Gains				Losses				Losses				Value
		$				$				$				$				$
December 31, 2023
U.S. Treasuries			19,869				—				( 1,710	)			—				18,159
U.S. government agencies			19,400				—				( 1,862	)			—				17,538
U.S. agency mortgage-backed securities			43,753				—				( 3,597	)			—				40,156
U.S. agency collateralized mortgage obligations			21,841				—				( 2,004	)			—				19,837
Non-agency MBS/CMO			59,281				22				( 3,116	)			—				56,187
Asset-backed securities			66,391				20				( 1,106	)			—				65,305
Corporate bonds			61,122				—				( 6,118	)			—				55,004
Obligations of states and political subdivisions			211,400				1				( 24,018	)			—				187,383
Total securities available for sale			503,057				43				( 43,531	)			—				459,569

The amortized cost and fair value of securities available for sale at June 30, 2024, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities due to certain call or prepayment provisions.

CONTRACTUAL MATURITY OF DEBT SECURITIES

(DOLLARS IN THOUSANDS)

		Amortized
		Cost				Fair Value
		$				$
Due in one year or less			16,151				15,781
Due after one year through five years			93,112				84,828
Due after five years through ten years			65,953				55,970
Due after ten years			306,171				281,149
Total debt securities			481,387				437,728

Securities available for sale with a par value of $ 114,201,000 and $ 117,525,000 at June 30, 2024, and December 31, 2023, respectively, were pledged or restricted for public funds, borrowings, or other purposes as required by law. The fair value of these pledged securities was $ 105,688,000 at June 30, 2024, and $ 109,651,000 at December 31, 2023.

Proceeds from active sales of debt securities available for sale, along with the associated gross realized gains and gross realized losses, are shown below. Realized gains and losses are computed on the basis of specific identifications.

PROCEEDS FROM SALES OF SECURITIES AVAILABLE FOR SALE

(DOLLARS IN THOUSANDS)

		Three Months Ended June 30,								Six Months Ended June 30,
		2024				2023				2024				2023
		$				$				$				$
Proceeds from sales			—				32,972				5,019				61,089
Gross realized gains			—				—				—				4
Gross realized losses			—				( 954	)			( 91	)			( 1,368	)

Information pertaining to securities with gross unrealized losses at June 30, 2024 and December 31, 2023, for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that individual securities have been in a continuous loss position follows:

UNREALIZED LOSSES ON DEBT SECURITIES

(DOLLARS IN THOUSANDS)

		Less than 12 months								More than 12 months								Total
						Gross								Gross								Gross
		Fair				Unrealized				Fair				Unrealized				Fair				Unrealized
		Value				Losses				Value				Losses				Value				Losses
		$				$				$				$				$				$
As of June 30, 2024
U.S. Treasuries			—				—				18,123				( 1,761	)			18,123				( 1,761	)
U.S. government agencies			—				—				17,594				( 1,806	)			17,594				( 1,806	)
U.S. agency mortgage-backed securities			2				—				37,421				( 3,616	)			37,423				( 3,616	)
U.S. agency collateralized mortgage obligations			—				—				18,770				( 2,026	)			18,770				( 2,026	)
Non-Agency MBS/CMO			5,268				( 28	)			45,062				( 2,675	)			50,330				( 2,703	)
Asset-backed securities			8,416				( 16	)			37,909				( 508	)			46,325				( 524	)
Corporate bonds			—				—				55,055				( 5,790	)			55,055				( 5,790	)
Obligations of states & political subdivisions			—				—				179,224				( 25,487	)			179,224				( 25,487	)
Total unrealized losses on debt securities			13,686				( 44	)			409,158				( 43,669	)			422,844				( 43,713	)

UNREALIZED LOSSES ON DEBT SECURITIES

(DOLLARS IN THOUSANDS)

		Less than 12 months								More than 12 months								Total
						Gross								Gross								Gross
		Fair				Unrealized				Fair				Unrealized				Fair				Unrealized
		Value				Losses				Value				Losses				Value				Losses
		$				$				$				$				$				$
As of December 31, 2023
U.S. Treasuries			—				—				18,159				( 1,710	)			18,159				( 1,710	)
U.S. government agencies			—				—				17,538				( 1,862	)			17,538				( 1,862	)
U.S. agency mortgage-backed securities			—				—				40,147				( 3,597	)			40,147				( 3,597	)
U.S. agency collateralized mortgage obligations			—				—				19,837				( 2,004	)			19,837				( 2,004	)
Non-Agency MBS/CMO			11,189				( 119	)			41,966				( 2,997	)			53,155				( 3,116	)
Asset-backed securities			2,661				( 47	)			57,049				( 1,059	)			59,710				( 1,106	)
Corporate bonds			—				—				55,004				( 6,118	)			55,004				( 6,118	)
Obligations of states & political subdivisions			—				—				186,819				( 24,018	)			186,819				( 24,018	)
Total unrealized losses on debt securities			13,850				( 166	)			436,519				( 43,365	)			450,369				( 43,531	)

In the debt security portfolio there were 310 positions carrying unrealized losses as of June 30, 2024.

Management evaluates all of the Corporation’s securities for expected credit losses. No securities in the portfolio required an allowance for credit losses to be recorded in the first six months of 2024 or 2023.

Unrealized losses on the Corporation’s available-for-sale debt securities have not been recognized into income because the bonds are of high credit quality, management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is solely due to changes in interest rates and other market conditions. The issuers continue to make timely principal and interest payments on the bonds. The fair value is expected to recover as the bonds approach maturity.

4.       Equity Securities

The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of equity securities held at June 30, 2024 and December 31, 2023.

						Gross				Gross
(DOLLARS IN THOUSANDS)		Amortized				Unrealized				Unrealized				Fair
		Cost				Gains				Losses				Value
		$				$				$				$
June 30, 2024
CRA-qualified mutual funds			8,267				—				—				8,267
Bank stocks			1,754				110				( 282	)			1,582
Total equity securities			10,021				110				( 282	)			9,849

						Gross				Gross
(DOLLARS IN THOUSANDS)		Amortized				Unrealized				Unrealized				Fair
		Cost				Gains				Losses				Value
		$				$				$				$
December 31, 2023
CRA-qualified mutual funds			7,734				—				—				7,734
Bank stocks			1,754				144				( 181	)			1,717
Total equity securities			9,488				144				( 181	)			9,451

The following table presents the net gains and losses on the Corporation’s equity investments recognized in earnings during the three months and six months ended June 30, 2024 and 2023, and the portion of unrealized gains and losses for the period that relates to equity investments held as of June 30, 2024 and 2023.

NET GAINS AND LOSSES ON EQUITY INVESTMENTS RECOGNIZED IN EARNINGS

(DOLLARS IN THOUSANDS)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2024				2023				2024				2023
		$				$				$				$
Net gains (losses) recognized in equity securities during the period			30				( 106	)			( 137	)			( 302	)
Less:  Net gains realized on the sale of equity securities during the period			—				—				—				—
Unrealized gains (losses) recognized in equity securities held at reporting date			30				( 106	)			( 137	)			( 302	)

5.        Loans and Allowance for Credit Losses

The following table presents the Corporation’s loan portfolio by category of loans as of June 30, 2024, and December 31, 2023 (in thousands):

		June 30,				December 31,
		2024				2023
		$				$
Agriculture			260,234				257,372
Business Loans			363,075				354,252
Consumer			6,371				6,392
Home Equity			112,863				107,176
Non-Owner Occupied Commercial Real Estate			131,460				135,117
Residential Real Estate (a)			508,048				497,553
Gross loans prior to deferred costs			1,382,051				1,357,862
Deferred loan costs, net			2,025				2,216
Allowance for credit losses			( 14,339	)			( 15,176	)
Total net loans			1,369,737				1,344,902

(a)	Real estate loans serviced for others, which are not included in the Consolidated Balance Sheets, totaled $ 323,985,000 and $ 301,822,000 as of June 30, 2024 and December 31, 2023.

Age Analysis of Past-Due Loans Receivable

The performance and credit quality of the loan portfolio is monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio summarized by the past-due status as of June 30, 2024 and December 31, 2023 (in thousands):

		June 30, 2024
						31-60				61-90				Greater Than
						Days				Days				90 Days				Total				Total
		Current				Past Due				Past Due				Past Due				Past Due				Loans
Agriculture		$	258,903			$	—			$	1,017			$	314			$	1,331			$	260,234
Business Loans			358,451				4,543				—				81				4,624				363,075
Consumer			6,332				28				—				11				39				6,371
Home Equity			112,168				123				219				353				695				112,863
Non-Owner Occupied CRE			131,460				—				—				—				—				131,460
Residential Real Estate			504,510				1,547				815				1,176				3,538				508,048
Total		$	1,371,824			$	6,241			$	2,051			$	1,935			$	10,227			$	1,382,051

		December 31, 2023
						31-60				61-90				Greater Than
						Days				Days				90 Days				Total				Total
		Current				Past Due				Past Due				Past Due				Past Due				Loans
Agriculture		$	257,372			$	—			$	—			$	—			$	—			$	257,372
Business Loans			354,008				130				—				114				244				354,252
Consumer			6,361				15				3				13				31				6,392
Home Equity			106,787				170				69				150				389				107,176
Non-Owner Occupied CRE			135,117				—				—				—				—				135,117
Residential Real Estate			495,952				1,245				—				356				1,601				497,553
Total		$	1,355,597			$	1,560			$	72			$	633			$	2,265			$	1,357,862

Nonperforming Loans

The following table presents the amortized cost basis of loans on nonaccrual status and loans past due

over 90 days still accruing interest as of June 30, 2024 and December 31, 2023, (in thousands):

June 30, 2024
		Nonaccrual				Nonaccrual								Loans Past
		with no				with				Total				Due Over 90 Days				Total
		ACL				ACL				Nonaccrual				Still Accruing				Nonperforming
Agriculture		$	889			$	—			$	889			$	314			$	1,203
Business Loans			1,626				—				1,626				—				1,626
Consumer Loans			—				—				—				11				11
Home Equity			—				—				—				353				353
Non-Owner Occupied CRE			—				—				—				—				—
Residential Real Estate			1,073				—				1,073				103				1,176
Total		$	3,588			$	—			$	3,588			$	781			$	4,369

December 31, 2023
		Nonaccrual				Nonaccrual								Loans Past
		with no				with				Total				Due Over 90 Days				Total
		ACL				ACL				Nonaccrual				Still Accruing				Nonperforming
Agriculture		$	941			$	—			$	941			$	—			$	941
Business Loans			1,817				—				1,817				—				1,817
Consumer Loans			—				—				—				13				13
Home Equity			—				—				—				150				150
Non-Owner Occupied CRE			—				—				—				—				—
Residential Real Estate			—				—				—				356				356
Total		$	2,758			$	—			$	2,758			$	519			$	3,277

The following table presents, by class of loans, the collateral-dependent nonaccrual loans and type of collateral as of June 30, 2024 and December 31, 2023 (in thousands).

June 30, 2024
		Real Estate				Other				None				Total
Agriculture		$	889			$	—			$	—			$	889
Business Loans			1,626				—				—				1,626
Consumer Loans			—				—				—				—
Home Equity			—				—				—				—
Non-Owner Occupied			—				—				—				—
Residential Real Estate			1,073				—				—				1,073
Total		$	3,588			$	—			$	—			$	3,588

December 31, 2023
		Real Estate				Other				None				Total
Agriculture		$	941			$	—			$	—			$	941
Business Loans			1,817				—				—				1,817
Consumer Loans			—				—				—				—
Home Equity			—				—				—				—
Non-Owner Occupied			—				—				—				—
Residential Real Estate			—				—				—				—
Total		$	2,758			$	—			$	—			$	2,758

Credit Quality Indicators

The Corporation grades commercial credits differently than consumer credits. The following tables represent all of the Corporation’s commercial credit exposures by internally assigned grades as of June 30, 2024 and December 31, 2023. The grading analysis estimates the capability of the borrower to repay the contractual obligations under the loan agreements as scheduled. The Corporation's internal commercial credit risk grading system is based on experiences with similarly graded loans.

The Corporation's internally assigned grades for commercial credits are as follows:

●

Pass – loans which are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral.

●

Special Mention – loans where a potential weakness or risk exists, which could cause a more serious problem, if not corrected.

●

Substandard – loans that have a well-defined weakness based on objective evidence and characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected.

●

Doubtful – loans classified as doubtful have all the weaknesses inherent in a substandard asset.  In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.

●

Loss – loans classified as a loss are considered uncollectible, or of such value that continuance as an asset is not warranted.

Based on the most recent analysis performed, the following table presents the recorded investment by internal risk rating system for Commercial Credit exposures as of June 30, 2024 (in thousands):

																										Revolving				Revolving
		Term Loans Amortized Costs Basis by Origination Year																								Loans				Loans
																										Amortized				Converted
June 30, 2024		2024				2023				2022				2021				2020				Prior				Cost Basis				to Term				Total
Agriculture
Risk Rating
Pass		$	10,953			$	50,280			$	38,214			$	47,189			$	17,854			$	67,783			$	20,506			$	—			$	252,779
Special Mention			—				53				1,331				20				—				1,217				92				—				2,713
Substandard			300				472				—				424				1,353				2,010				183				—				4,742
Doubtful			—				—				—				—				—				—				—				—				—
Total		$	11,253			$	50,805			$	39,545			$	47,633			$	19,207			$	71,010			$	20,781			$	—			$	260,234
Agriculture
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Business Loans
Risk Rating
Pass		$	24,240			$	44,255			$	93,464			$	66,027			$	34,471			$	50,999			$	39,315			$	—			$	352,771
Special Mention			—				—				—				419				—				263				—				—				682
Substandard			—				2,974				2,392				—				227				1,037				2,992				—				9,622
Doubtful			—				—				—				—				—				—				—				—				—
Total		$	24,240			$	47,229			$	95,856			$	66,446			$	34,698			$	52,299			$	42,307			$	—			$	363,075
Business Loans
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Non-Owner Occupied CRE
Risk Rating
Pass		$	5,812			$	30,114			$	35,635			$	25,787			$	12,532			$	18,921			$	—			$	—			$	128,801
Special Mention			—				—				—				—				—				34				—				—				34
Substandard			—				387				—				—				—				2,238				—				—				2,625
Doubtful			—				—				—				—				—				—				—				—				—
Total		$	5,812			$	30,501			$	35,635			$	25,787			$	12,532			$	21,193			$	—			$	—			$	131,460
Non-Owner Occupied CRE
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Total
Risk Rating
Pass		$	41,005			$	124,649			$	167,313			$	139,003			$	64,857			$	137,703			$	59,821			$	—			$	734,351
Special Mention			—				53				1,331				439				—				1,514				92				—				3,429
Substandard			300				3,833				2,392				424				1,580				5,285				3,175				—				16,989
Doubtful			—				—				—				—				—				—				—				—				—
Total		$	41,305			$	128,535			$	171,036			$	139,866			$	66,437			$	144,502			$	63,088			$	—			$	754,769

Based on the most recent analysis performed, the following table presents the recorded investment by internal risk rating system for Commercial Credit exposures as of December 31, 2023 (in thousands):

																										Revolving				Revolving
		Term Loans Amortized Costs Basis by Origination Year																								Loans				Loans
																										Amortized				Converted
December 31, 2023		2023				2022				2021				2020				2019				Prior				Cost Basis				to Term				Total
Agriculture
Risk Rating
Pass		$	47,599			$	41,741			$	49,276			$	18,699			$	14,793			$	58,459			$	21,157			$	—			$	251,724
Special Mention			60				9				96				697				170				1,136				204				—				2,372
Substandard			—				—				424				719				361				1,772								—				3,276
Doubtful			—				—				—				—				—				—				—				—				—
Total		$	47,659			$	41,750			$	49,796			$	20,115			$	15,324			$	61,367			$	21,361			$	—			$	257,372
Agriculture
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Business Loans
Risk Rating
Pass		$	43,670			$	102,419			$	64,030			$	36,675			$	17,785			$	45,583			$	37,269			$	—			$	347,431
Special Mention			—				43				426				—				—				270				100				—				839
Substandard			3,152				1,369				—				263				—				838				360				—				5,982
Doubtful			—				—				—				—				—				—				—				—				—
Total		$	46,822			$	103,831			$	64,456			$	36,938			$	17,785			$	46,691			$	37,729			$	—			$	354,252
Business Loans
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Non-Owner Occupied CRE
Risk Rating
Pass		$	26,757			$	43,976			$	27,377			$	12,849			$	7,705			$	12,397			$	375			$	—			$	131,436
Special Mention			392				639				—				—				—				37				—				—				1,068
Substandard			—				—				—				—				2,312				301				—				—				2,613
Doubtful			—				—				—				—				—				—				—				—				—
Total		$	27,149			$	44,615			$	27,377			$	12,849			$	10,017			$	12,735			$	375			$	—			$	135,117
Non-Owner Occupied CRE
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Total
Risk Rating
Pass		$	118,026			$	188,136			$	140,683			$	68,223			$	40,283			$	116,439			$	58,801			$	—			$	730,591
Special Mention			452				691				522				697				170				1,443				304				—				4,279
Substandard			3,152				1,369				424				982				2,673				2,911				360				—				11,871
Doubtful			—				—				—				—				—				—				—				—				—
Total		$	121,630			$	190,196			$	141,629			$	69,902			$	43,126			$	120,793			$	59,465			$	—			$	746,741

For consumer loans, the Corporation evaluates credit quality based on whether the loan is considered performing or non-performing. Non-performing loans consist of those loans greater than 90 days delinquent and nonaccrual loans.

The following table presents the balances of consumer loans by classes of the loan portfolio based on payment performance as of June 30, 2024 (in thousands):

																										Revolving				Revolving
		Term Loans Amortized Costs Basis by Origination Year																								Loans				Loans
																										Amortized				Converted
June 30, 2024		2024				2023				2022				2021				2020				Prior				Cost Basis				to Term				Total
Consumer
Payment Performance
Performing		$	2,478			$	1,343			$	673			$	193			$	113			$	14			$	1,546			$	—			$	6,360
Nonperforming			—				—				—				—				—				—				11				—				11
Total		$	2,478			$	1,343			$	673			$	193			$	113			$	14			$	1,557			$	—			$	6,371
Consumer
Current period gross charge-offs		$	—			$	—			$	36			$	—			$	—			$	—			$	—			$	—			$	36
Home equity
Payment Performance
Performing		$	561			$	7,545			$	16,817			$	980			$	521			$	2,103			$	82,558			$	1,425			$	112,510
Nonperforming			—				—				—				—				—				7				346				—				353
Total		$	561			$	7,545			$	16,817			$	980			$	521			$	2,110			$	82,904			$	1,425			$	112,863
Home equity
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Residential Real Estate
Payment Performance
Performing		$	34,162			$	115,719			$	144,018			$	102,525			$	41,745			$	68,703			$	—			$	—			$	506,872
Nonperforming			—				1,073				—				—				—				103				—				—				1,176
Total		$	34,162			$	116,792			$	144,018			$	102,525			$	41,745			$	68,806			$	—			$	—			$	508,048
Residential Real Estate
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Total
Payment Performance
Performing		$	37,201			$	124,607			$	161,508			$	103,698			$	42,379			$	70,820			$	84,104			$	1,425			$	625,742
Nonperforming			—				1,073				—				—				—				110				357				—				1,540
Total		$	37,201			$	125,680			$	161,508			$	103,698			$	42,379			$	70,930			$	84,461			$	1,425			$	627,282

The following table presents the balances of consumer loans by classes of the loan portfolio based on payment performance as of December 31, 2023 (in thousands):

																										Revolving				Revolving
		Term Loans Amortized Costs Basis by Origination Year																								Loans				Loans
																										Amortized				Converted
		2023				2022				2021				2020				2019				Prior				Cost Basis				to Term				Total
Consumer
Payment Performance
Performing		$	3,251			$	1,085			$	351			$	176			$	31			$	3			$	1,482			$	—			$	6,379
Nonperforming			—				13				—				—				—				—				—				—				13
Total		$	3,251			$	1,098			$	351			$	176			$	31			$	3			$	1,482			$	—			$	6,392
Consumer
Current period gross charge-offs		$	—			$	40			$	17			$	1			$	1			$	6			$	—			$	—			$	65
Home equity
Payment Performance
Performing		$	7,086			$	18,476			$	1,049			$	564			$	529			$	1,847			$	76,076				1,399			$	107,026
Nonperforming			—				—				—				—				—				—				150				—				150
Total		$	7,086			$	18,476			$	1,049			$	564			$	529			$	1,847			$	76,226			$	1,399			$	107,176
Home equity
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Residential Real Estate
Payment Performance
Performing		$	123,368			$	148,835			$	105,283			$	43,961			$	31,514			$	44,236			$	—			$	—			$	497,197
Nonperforming			—				—				356				—				—				—				—				—				356
Total		$	123,368			$	148,835			$	105,639			$	43,961			$	31,514			$	44,236			$	—			$	—			$	497,553
Residential Real Estate
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Total
Payment Performance
Performing		$	133,705			$	168,396			$	106,683			$	44,701			$	32,074			$	46,086			$	77,558			$	1,399			$	610,602
Nonperforming			—				13				356				—				—				—				150				—				519
Total		$	133,705			$	168,409			$	107,039			$	44,701			$	32,074			$	46,086			$	77,708			$	1,399			$	611,121

Allowance for Credit Losses

The following table presents the activity in the allowance for credit losses (ACL) by portfolio segment for the three months ended June 30, 2024 and June 30, 2023 (in thousands):

		Beginning																Ending
		Balance												Provisions				Balance
		March 31, 2024				Charge-offs				Recoveries				(Reductions)				June 30, 2024
Allowance for credit losses:
Agriculture			2,824				—				—				( 164	)			2,660
Business Loans			2,545				—				2				94				2,641
Consumer Loans			351				( 11	)			9				( 22	)			327
Home Equity			2,353				—				—				307				2,660
Non-Owner Occupied CRE			713				—				—				( 20	)			693
Residential Real Estate			5,830				—				—				( 472	)			5,358
Total		$	14,616			$	( 11	)		$	11			$	( 277	)		$	14,339

		Beginning																Ending
		Balance												Provisions				Balance
		March 31, 2023				Charge-offs				Recoveries				(Reductions)				June 30, 2023
Allowance for credit losses:
Agriculture			3,591				—				—				75				3,666
Business Loans			3,473				—				2				( 26	)			3,449
Consumer Loans			270				( 14	)			1				100				357
Home Equity			2,318				—				—				21				2,339
Non-Owner Occupied CRE			942				—				—				1				943
Residential Real Estate			5,460				—				7				612				6,079
Total		$	16,054			$	( 14	)		$	10			$	783			$	16,833

During the three months ended June 30, 2024, management charged off $ 11,000 in loans while recovering $ 11,000 and released $ 277,000 from the provision for credit losses related to loans and added $ 70,000 in provision expense for off-balance sheet credit exposure for a net release to the provision of $207,000.

The following table presents the activity in the allowance for credit losses by portfolio segment for the six months ended June 30, 2024 and June 30, 2023 (in thousands):

		Beginning																Ending
		Balance												Provisions				Balance
		December 31, 2023				Charge-offs				Recoveries				(Reductions)				June 30, 2024
Allowance for credit losses:
Agriculture			3,106				—				—				( 446	)			2,660
Business Loans			2,684				—				3				( 46	)			2,641
Consumer Loans			355				( 36	)			13				( 5	)			327
Home Equity			2,341				—				—				319				2,660
Non-Owner Occupied CRE			818				—				—				( 125	)			693
Residential Real Estate			5,872				—				—				( 514	)			5,358
Total		$	15,176			$	( 36	)		$	16			$	( 817	)		$	14,339

		Beginning																Ending
		Balance												Provisions				Balance
		December 31, 2022				Charge-offs				Recoveries				(Reductions)				June 30, 2023
Allowance for credit losses:
Agriculture			3,537				—				71				58				3,666
Business Loans			3,382				—				7				60				3,449
Consumer Loans			250				( 15	)			1				121				357
Home Equity			2,129				—				—				210				2,339
Non-Owner Occupied CRE			875				—				—				68				943
Residential Real Estate			4,658				—				8				1,413				6,079
Total		$	14,831			$	( 15	)		$	87			$	1,930			$	16,833

During the six months ended June 30, 2024, management charged off $ 36,000 in loans while recovering $ 16,000 and released $ 817,000 from the provision for credit losses related to loans and released $ 34,000 from the provision for off-balance sheet credit exposure for a combined release of $ 851 ,000.

The ACL is maintained at a level determined to be adequate to absorb estimated expected credit losses within the loan portfolio over the contractual life of an instrument that considers historical loss experience, current conditions, and forecasts of future economic conditions as of the balance sheet date. The Corporation develops and documents a systematic ACL methodology based on the following portfolio segments: Agriculture, Business Loans, Consumer Loans, Home Equity, Non-Owner Occupied Commercial Real Estate (CRE), and Residential Real Estate.  The following are key risks within each portfolio segment:

Agriculture – Loans made to individuals or operating companies within the Agricultural industry.  These loans are generally secured by a first lien mortgage on agricultural land.  The primary source of repayment is the income and assets of the borrower.  The condition of the agriculture industry as well as the condition of the national economy is an important indicator of risk for this segment.

Business Loans —Loans made to operating companies or manufacturers for the purpose of production, operating capacity, accounts receivable, inventory or equipment financing. The primary source of repayment for these loans is cash flow from the operations of the company.   The condition of the national economy is an important indicator of risk, but there are also more specific risks depending on the industry of the company. This segment also includes loans made to finance construction of buildings or other structures, as well as to finance the acquisition and development of raw land for various purposes. While the risk of these loans is generally confined to the construction period, if there are problems, the project may not be completed, and as such, may not provide sufficient cash flow on its own to service the debt or have sufficient value in a liquidation to cover the outstanding principal. The condition of the national economy is an important indicator of risk, but there are also more specific risks depending on the type of project and the experience and resources of the developer.

Consumer - Loans made to individuals that may be secured by assets other than 1-4 family residences, as well as unsecured loans. This segment includes personal loans and lines of credit that may be secured or unsecured.  The primary source of repayment for these loans is the income and assets of the borrower. The condition of the national economy, in particular the unemployment rate, is an important indicator of risk for this segment. The value of the collateral, if there is any, is less likely to be a source of repayment due to less certain collateral values.

Home Equity– This segment generally includes lines of credit and term loans secured by the equity in the borrower’s residence. The primary source of repayment for these facilities is the income and assets of the borrower. The condition of the national economy, in particular the unemployment rate, is an important indicator of risk for this segment. The state of the national housing market can also have a significant impact on this segment because low demand and/or declining home values can limit the ability of borrowers to sell a property and satisfy the debt.

Non-Owner Occupied CRE - Loans secured by commercial purpose real estate for various purposes such as hotels, retail, multifamily and health care. The primary sources of repayment for these loans are the operations of the individual projects and global cash flows of the debtors. The condition of the national economy is an important indicator of risk, but there are also more specific risks depending on the collateral type and the business prospects of the lessee.

Residential Real Estate —Loans secured by first liens on 1-4 family residential mortgages. The primary source of repayment for these loans is the income and assets of the borrower. The condition of the national economy, in particular the unemployment rate, is an important indicator of risk for this segment. The state of the national housing market can also have a significant impact on this segment because low demand and/or declining home values can limit the ability of borrowers to sell a property and satisfy the debt.

The following table presents the balance in the allowance for credit losses and the recorded investment in loans receivable by portfolio segment based on the estimation method as of June 30, 2024:

ALLOWANCE FOR CREDIT LOSSES AND RECORDED INVESTMENT IN LOANS RECEIVABLE

(DOLLARS IN THOUSANDS)

As of June 30, 2024:		Agriculture				Business Loans				Consumer Loans				Home Equity				Non- Owner Occupied CRE				Residential Real Estate				Total
		$				$				$				$				$				$				$
Allowance for credit losses:
Ending balance: individually evaluated			—				—				—				—				49				—				49
Ending balance: collectively evaluated			2,660				2,641				327				2,660				644				5,358				14,290
Loans receivable:
Ending balance			260,234				363,075				6,371				112,863				131,460				508,048				1,382,051
Ending balance: individually evaluated			889				1,626				—				—				2,240				1,073				5,828
Ending balance: collectively evaluated			259,345				361,449				6,371				112,863				129,220				506,975				1,376,223

The following table presents the balance in the allowance for credit losses and the recorded investment in loans receivable by portfolio segment based on impairment method as of December 31, 2023:

ALLOWANCE FOR CREDIT LOSSES AND RECORDED INVESTMENT IN LOANS RECEIVABLE

(DOLLARS IN THOUSANDS)

As of December 31, 2023:		Agriculture				Business Loans				Consumer				Home Equity				Non-Owner Occupied CRE				Residential Real Estate				Total
		$				$				$				$				$				$				$
Allowance for credit losses:
Ending balance: individually evaluated			—				—				—				—				—								—
Ending balance: collectively evaluated			3,106				2,684				355				2,341				818				5,872				15,176
Loans receivable:
Ending balance			257,372				354,252				6,392				107,176				135,117				497,553				1,357,862
Ending balance: individually evaluated			1,327				1,817				—				—				—				—				3,144
Ending balance: collectively evaluated			256,045				352,435				6,392				107,176				135,117				497,553				1,354,718

Modifications to Borrowers Experiencing Financial Difficulty

The Corporation may grant a modification to borrowers in financial distress by providing a temporary reduction in interest rate, or an extension of a loan’s stated maturity date. Loan modifications are intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral.

The Corporation identifies loans for potential restructure primarily through direct communication with the borrower and evaluation of the borrower's financial statements, revenue projections, tax returns, and credit reports. Even if the borrower is not presently in default, management will consider the likelihood that cash flow shortages, adverse economic conditions, and negative trends may result in a payment default in the near future. There was one modification of a loan to a borrower experiencing financial difficulty in the amount of $ 2,240,000 for the quarter ended June 30, 2024 and none for the quarter ended June 30, 2023.

6. Fair Value Presentation

U.S. generally accepted accounting principles establish a hierarchal disclosure framework associated with the level of observable pricing utilized in measuring assets and liabilities at fair value. The three broad levels defined by the hierarchy are as follows:

	Level I:	Quoted prices are available in active markets for identical assets or liabilities as of the reported date.
	Level II:	Pricing inputs are other than the quoted prices in active markets, which are either directly or indirectly observable as of the reported date.  The nature of these assets and liabilities includes items for which quoted prices are available but traded less frequently and items that are fair-valued using other financial instruments, the parameters of which can be directly observed.
	Level III:	Assets and liabilities that have little to no observable pricing as of the reported date.  These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

The following tables provide the fair market value for assets required to be measured and reported at fair value on a recurring basis on the Consolidated Balance Sheets as of June 30, 2024, and December 31, 2023, by level within the fair value hierarchy. As required by U.S. generally accepted accounting principles, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

ASSETS MEASURED ON A RECURRING BASIS

(DOLLARS IN THOUSANDS)

		June 30, 2024
		Level I				Level II				Level III				Total
		$				$				$				$
U.S. treasuries			18,123				—				—				18,123
U.S. government agencies			—				17,594				—				17,594
U.S. agency mortgage-backed securities			—				37,423				—				37,423
U.S. agency collateralized mortgage obligations			—				18,770				—				18,770
Non-agency MBS/CMO			—				50,330				—				50,330
Asset-backed securities			—				61,179				—				61,179
Corporate bonds			—				55,055				—				55,055
Obligations of states & political subdivisions			—				179,254				—				179,254
Equity securities			9,849				—				—				9,849
Total securities			27,972				419,605				—				447,577

On June 30, 2024, the Corporation held no securities valued using level III inputs. Most of the Corporation’s debt instruments were valued using level II inputs, where quoted prices are available and observable, but not necessarily quotes on identical securities traded in active markets on a daily basis. The Corporation’s U.S. Treasury bonds, CRA fund investments, and bank stocks are fair valued utilizing level I inputs because the funds have their own quoted prices in an active market.

Financial instruments are considered level III when their values are determined using pricing models, discounted cash flow methodologies, or similar techniques, and at least one significant model assumption or input is unobservable. In addition to these unobservable inputs, the valuation models for level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly. Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation.

ASSETS MEASURED ON A RECURRING BASIS

(DOLLARS IN THOUSANDS)

		December 31, 2023
		Level I				Level II				Level III				Total
		$				$				$				$
U.S. Treasuries			18,159				—				—				18,159
U.S. government agencies			—				17,538				—				17,538
U.S. agency mortgage-backed securities			—				40,156				—				40,156
U.S. agency collateralized mortgage obligations			—				19,837				—				19,837
Non-agency MBS/CMO			—				56,187				—				56,187
Asset-backed securities			—				65,305				—				65,305
Corporate bonds			—				55,004				—				55,004
Obligations of states & political subdivisions			—				187,383				—				187,383
Equity securities			9,451				—				—				9,451
Total securities			27,610				441,410				—				469,020

On December 31, 2023, the Corporation held no securities valued using level III inputs. Most of the Corporation’s debt instruments were valued using level II inputs, where quoted prices are available and observable, but not necessarily quotes on identical securities traded in active markets on a daily basis. The Corporation’s U.S. Treasury bonds, CRA fund investments, and bank stocks are fair valued utilizing level I inputs because the funds have their own quoted prices in an active market.

The following tables provide the fair value for each class of assets required to be measured and reported at fair value on a nonrecurring basis on the Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023, by level within the fair value hierarchy:

ASSETS MEASURED ON A NONRECURRING BASIS

( Dollars in Thousands )

		June 30, 2024
		Level I				Level II				Level III				Total
		$				$				$				$
Assets:
Individually analyzed loans		$	—			$	—			$	5,779			$	5,779
Total		$	—			$	—			$	5,779			$	5,779

		December 31, 2023
		Level I				Level II				Level III				Total
		$				$				$				$
Assets:
Individually analyzed loans		$	—			$	—			$	3,144			$	3,144
Total		$	—			$	—			$	3,144			$	3,144

The Corporation had a total of $ 5,828,000 of individually analyzed loans as of June 30, 2024, with $ 49,000 of specific allocation against these loans and $ 3,144,000 of individually analyzed loans as of December 31, 2023, with no specific allocation against these loans. The value of individually analyzed loans is generally determined through independent appraisals of the underlying collateral.

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Corporation has utilized level III inputs to determine fair value:

QUANTITATIVE INFORMATION ABOUT LEVEL III FAIR VALUE MEASUREMENTS
(DOLLARS IN THOUSANDS)
	June 30, 2024
	Fair Value	Valuation	Unobservable	Range
	Estimate	Techniques	Input	(Weighted Avg)
Individually analyzed loans	5,779	Appraisal of collateral (1)	Appraisal adjustments (2)	0 % to - 20 % (-20%)
			Liquidation expenses (2)	0 % to - 10 % (-10%)

	December 31, 2023
	Fair Value	Valuation	Unobservable	Range
	Estimate	Techniques	Input	(Weighted Avg)
Individually analyzed loans	3,144	Appraisal of collateral (1)	Appraisal adjustments (2)	0 % to - 20 % (-20%)
			Liquidation expenses (2)	0 % to - 10 % (-10%)

(1) Fair value is generally determined through independent appraisals of the underlying collateral, which generally

include various level III inputs which are not identifiable.

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated

liquidation expenses.  The range and weighted average of liquidation expenses and other appraisal adjustments

are presented as a percent of the appraisal.

The following tables provide the carrying amount for each class of assets and liabilities and the fair value for certain financial instruments that are not required to be measured or reported at fair value on the Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023:

FINANCIAL INSTRUMENTS NOT REQUIRED TO BE MEASURED OR REPORTED AT FAIR VALUE

(DOLLARS IN THOUSANDS)

		June 30, 2024
										Quoted Prices in
										Active Markets				Significant Other				Significant
										for Identical				Observable				Unobservable
		Carrying								Assets				Inputs				Inputs
		Amount				Fair Value				(Level 1)				(Level II)				(Level III)
		$				$				$				$				$
Financial Assets:
Cash and cash equivalents			106,613				106,613				106,613				—				—
Regulatory stock			8,641				8,641				8,641				—				—
Loans held for sale			825				825				825				—				—
Loans, net of allowance			1,369,737				1,307,444				—				—				1,307,444
Mortgage servicing assets			2,376				3,081				—				—				3,081
Accrued interest receivable			8,095				8,095				8,095				—				—
Bank owned life insurance			35,520				35,520				35,520				—				—
Financial Liabilities:
Demand deposits			623,348				623,348				623,348				—				—
Interest-bearing demand deposits			243,812				243,812				243,812				—				—
NOW accounts			96,195				96,195				96,195				—				—
Money market deposit accounts			156,909				156,909				156,909				—				—
Savings accounts			287,372				287,372				287,372				—				—
Time deposits			346,734				344,164				—				—				344,164
Total deposits			1,754,370				1,751,800				1,407,636				—				344,164
Long-term debt			92,334				91,567				—				—				91,567
Subordinated debt			39,636				34,528				—				—				34,528
Accrued interest payable			2,229				2,229				2,229				—				—

FINANCIAL INSTRUMENTS NOT REQUIRED TO BE MEASURED OR REPORTED AT FAIR VALUE

(DOLLARS IN THOUSANDS)

		December 31, 2023
										Quoted Prices in
										Active Markets				Significant Other				Significant
										for Identical				Observable				Unobservable
		Carrying								Assets				Inputs				Inputs
		Amount				Fair Value				(Level 1)				(Level II)				(Level III)
		$				$				$				$				$
Financial Assets:
Cash and cash equivalents			88,996				88,996				88,996				—				—
Regulatory stock			8,540				8,540				8,540				—				—
Loans held for sale			352				352				352				—				—
Loans, net of allowance			1,344,902				1,300,300				—				—				1,300,300
Mortgage servicing assets			2,151				2,904				—				—				2,904
Accrued interest receivable			7,015				7,015				7,015				—				—
Bank owned life insurance			35,632				35,632				35,632				—				—
Financial Liabilities:
Demand deposits			611,968				611,968				611,968				—				—
Interest-bearing demand deposits			214,033				214,033				214,033				—				—
NOW accounts			99,738				99,738				99,738				—				—
Money market deposit accounts			158,446				158,446				158,446				—				—
Savings accounts			308,913				308,913				308,913				—				—
Time deposits			333,700				331,680				—				—				331,680
Total deposits			1,726,798				1,724,778				1,393,098				—				331,680
Long-term debt			101,228				101,509				—				—				101,509
Subordinated debt			39,556				33,976				—				—				33,976
Accrued interest payable			2,203				2,203				2,203				—				—

7. Accumulated Other Comprehensive Income (Loss)

The activity in accumulated other comprehensive income (loss) for the three months ended June 30, 2024 and 2023 is as follows:

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (1) (2)

(DOLLARS IN THOUSANDS)

		Unrealized
		Gains (Losses)
		on Securities
		Available-for-Sale
		$
Balance at December 31, 2023			( 34,355	)
Other comprehensive loss before reclassifications			( 828	)
Amount reclassified from accumulated other comprehensive income (loss)			72
Period change			( 756	)
Balance at March 31, 2024			( 35,111	)
Other comprehensive income before reclassifications			620
Amount reclassified from accumulated other comprehensive income (loss)			—
Period change			620
Balance at June 30, 2024			( 34,491	)
Balance at December 31, 2022			( 48,292	)
Other comprehensive income before reclassifications			7,335
Amount reclassified from accumulated other comprehensive income (loss)			324
Period change			7,659
Balance at March 31, 2023			( 40,633	)
Other comprehensive loss before reclassifications			( 1,365	)
Amount reclassified from accumulated other comprehensive income (loss)			754
Period change			( 611	)
Balance at June 30, 2023			( 41,244	)

(1) All amounts are net of tax.  Related income tax expense or benefit is calculated using a Federal income tax rate of 21 %.

(2) Amounts in parentheses indicate debits.

DETAILS ABOUT ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) COMPONENTS (1)

(DOLLARS IN THOUSANDS)

		Amount Reclassified from
		Accumulated Other Comprehensive
		Income (Loss)
		For the Three Months
		Ended June 30,
		2024				2023				Affected Line Item in the
		$				$				Consolidated Statements of Income
Securities available-for-sale:
Net securities losses, reclassified into earnings			—				( 954	)		Losses on the sale of debt securities, net
Related income tax benefit			—				200			Benefit for federal income taxes
Net effect on accumulated other comprehensive loss for the period			—				( 754	)

(1) Amounts in parentheses indicate debits.

		Amount Reclassified from
		Accumulated Other Comprehensive
		Income (Loss)
		For the Six Months
		Ended June 30,
		2024				2023				Affected Line Item in the
		$				$				Consolidated Statements of Income
Securities available-for-sale:
Net securities losses, reclassified into earnings			( 91	)			( 1,364	)		Losses on the sale of debt securities, net
Related income tax benefit			19				286			Benefit for federal income taxes
Net effect on accumulated other comprehensive loss for the period			( 72	)			( 1,078	)

(1) Amounts in parentheses indicate debits.

8. Recently Issued Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.  Early adoption is permitted.  Public entities are required to adopt the changes retrospectively, recasting each prior-period disclosure for which a comparative income statement is presented in the period of adoption. The Corporation does not expect the adoption of this ASU to have a material impact on the Corporation's financial statements .

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which provides for improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This guidance is effective for public business entities for annual periods beginning after December 15, 2024. The Corporation does not expect the adoption of this ASU to have a material impact on the Corporation's financial statements .

In March 2024, the FASB issued ASU 2024-01, Compensation – Stock Compensation (Topic 718) , amended the guidance in ASC 718 to add an example showing how to apply the scope guidance to determine whether profits interest and similar awards should be accounted for as share-based payment arrangements. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. For all other entities, it is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. The Corporation does not expect the adoption of this ASU to have a material impact on the Corporation's financial statements .

In March 2024, the FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements . This ASU removes various references to the FASB’s Concepts Statements from the FASB’s Accounting Standards Codification. The FASB does not expect these updates to have a significant effect on current accounting practice. That is because in most cases the amendments to the Codification remove references to Concept Statements that are extraneous and not required to understand or apply the guidance. However, the FASB has provided transition guidance if applying the updated guidance results in accounting changes for some entities. The amendments in ASU 2024-02 are effective for public business entities for fiscal years beginning after December 15, 2024. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2025. The Corporation does not expect the adoption of this ASU to have a material impact on the Corporation's financial statements .

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

The following discussion and analysis represents management’s view of the financial condition and results of operations of the Corporation. This discussion and analysis should be read in conjunction with the consolidated financial statements and other financial schedules included in this quarterly report, and in conjunction with the 2023 Annual Report to Shareholders of the Corporation. The financial condition and results of operations presented are not indicative of future performance.

Forward-Looking Statements

The U.S. Private Securities Litigation Reform Act of 1995 provides safe harbor in regards to the inclusion of forward-looking statements in this document and documents incorporated by reference. Forward-looking statements pertain to possible or assumed future results that are made using current information. These forward-looking statements are generally identified when terms such as: “believe,” “estimate,” “anticipate,” “expect,” “project,” “forecast,” and other similar wordings are used. The readers of this report should take into consideration that these forward-looking statements represent management’s expectations as to future forecasts of financial performance, or the likelihood that certain events will or will not occur. Due to the very nature of estimates or predications, these forward-looking statements should not be construed to be indicative of actual future results. Additionally, management may change estimates of future performance, or the likelihood of future events, as additional information is obtained. This document may also address targets, guidelines, or strategic goals that management is striving to reach but may not be indicative of actual results.

Readers should note that many factors affect this forward-looking information, some of which are discussed elsewhere in this document and in the documents that are incorporated by reference into this document. These factors include, but are not limited to, the following:

●

National, regional and local economic conditions

●

Interest rate and monetary policies of the Federal Reserve Board

●

Inflation and monetary fluctuations and volatility

●

Continuing and future banking instability caused by bank failures and continuous financial uncertainty of various banks which may adversely impact the corporation and its securities values, deposit stability, capital adequacy, financial condition, operations, liquidity, and results of operations

●

Health of the housing market

●

Volatility of the securities markets including the valuation of securities

●

Real estate valuations and its impact on the loan portfolio

●

Future actions or inactions of the United States government, including a failure to increase the government debt limit, a prolonged shutdown of the federal government, increase in taxes or regulations, or increasing debt balances

●

Political changes and the impact of new laws and regulations

●

Competitive forces

●

Impact of mergers and acquisition activity in the local market and the effects thereof

●

Potential impact from continually evolving cybersecurity and other technological risks and attacks, including additional costs, reputational damage, regulatory penalties, and financial losses

●

Changes in customer behavior impacting deposit levels and loan demand

●

Changes in accounting principles, policies, or guidelines as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, and other accounting standards setters

●

Ineffective business strategy due to current or future market and competitive conditions

●

Management’s ability to manage credit risk, liquidity risk, interest rate risk, and fair value risk

●

Operational, legal, and reputational risk

●

Results of the regulatory examination and supervision process

●

Possible changes to the capital and liquidity requirements and other regulatory pronouncements, regulations and rules

●

Large scale global disruptions such as pandemics, terrorism, trade wars, and armed conflict.

●

Local market area disruptions due to flooding, severe weather, or other natural disasters

●

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

●

Business and competitive disruptions caused by new market and industry entrants

Readers should be aware if any of the above factors change significantly, the statements regarding future performance could also change materially. The safe harbor provision provides that the Corporation is not required to publicly update or revise forward-looking statements to reflect events or circumstances that arise after the date of this report. Readers should review any changes in risk factors in documents filed by the Corporation periodically with the Securities and Exchange Commission, including Item 1A of Part II of this Quarterly Report on Form 10-Q, Annual Reports on Form 10-K, and Current Reports on Form 8-K.

Results of Operations

Overview

The Corporation recorded net income of $4,314,000 for the three-month period ended June 30, 2024, a $2,517,000, or 140.1% increase over the three months ended June 30, 2023. Net income for the six-month period was $8,255,000, a $4,017,000, or 94.8% increase over earnings in the six-month period ended June 30, 2023. The earnings per share, basic and diluted, were $0.76 for the three months ended June 30, 2024, compared to $0.32 for the same period in 2023, and for the year-to-date period, earnings per share were $1.46, compared to $0.75 in 2023.

The Corporation’s net interest income (NII) increased by $337,000, or 2.5%, and decreased by $95,000, or 0.3%, for the three and six months ended June 30, 2024, compared to the same periods in 2023. Interest and fees on loans increased by $2,989,000, or 20.0%, and $6,607,000, or 23.1%, for the three and six months ended June 30, 2024, respectively, compared to the same periods in 2023. Conversely, interest expense on deposits and borrowings increased by $3,111,000, or 58.4%, and $7,297,000, or 78.2%, for the three and six months ended June 30, 2024, compared to the same periods in the prior year.

The Corporation recorded a release of provision for credit loss of $207,000 in the second quarter of 2024, and $851,000 for the year-to-date period, compared to provision expense of $815,000 in the second quarter of 2023 and a year-to-date provision of $2,072,000 through June 30, 2023. During the first half of 2023, there was a significant change in the forward credit outlook due primarily to a high interest rate environment and unstable forward economic indicators. These forward economic indicators improved substantially moving into 2024 resulting in the release of provision expense for both the quarter and year-to-date period. The allowance as a percentage of total loans was 1.04% as of June 30, 2024, 1.12% as of December 31, 2023, and 1.30% as of June 30, 2023.

Other income increased by $1,979,000, or 81.7%, and $3,671,000, or 72.3%, for the three and six months ended June 30, 2024, compared to the same periods in the prior year.

Total operating expenses increased by $166,000, or 1.3%, and $1,396,000 or 5.5%, for the three and six months ended June 30, 2024, compared to the same periods in 2023. Salary and benefit expenses, which make up the largest portion of operating expenses, increased by $438,000, or 5.5%, and $1,318,000 or 8.6%, for these time periods, due to the competitive labor market and the cost to hire and retain qualified talent. Other operating expenses outside of salaries and benefits did not change significantly since the prior year.

The financial services industry uses two primary performance measurements to gauge performance: return on average assets (ROA) and return on average equity (ROE). ROA measures how efficiently a bank generates income based on the amount of assets or size of a company. ROE measures the efficiency of a company in generating income based on the amount of equity or capital utilized. The ROA and ROE increased for the quarter-to-date and year-to-date periods ended June 30, 2024, compared to the same periods in the prior year, due to higher earnings in 2024.

Key Ratios		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2024				2023				2024				2023
Return on Average Assets			0.87	%			0.39	%			0.84	%			0.46	%
Return on Average Equity			14.45	%			6.85	%			13.93	%			8.27	%

The results of the Corporation’s operations are best explained by addressing, in further detail, the five major sections of the income statement, which are as follows:

●

Net interest income

●

Provision for credit losses

●

Other income

●

Operating expenses

●

Provision for income taxes

The following discussion analyzes each of these five components.

Net Interest Income (NII)

NII represents the largest portion of the Corporation’s operating income. In the first six months of 2024, NII generated 75.8% of the Corporation’s revenue stream, which consists of NII and non-interest income. This compared to 84.4% for the first six months of 2023. This decrease is a result of higher levels of non-interest income in the first half of 2024. The overall performance of the Corporation is highly dependent on the changes in NII since it comprises such a significant portion of operating income.

The following table shows a summary analysis of NII on a fully taxable equivalent (FTE) basis. For analytical purposes and throughout this discussion, yields, rates, and measurements such as NII, net interest spread, and net yield on interest earning assets are presented on an FTE basis. The FTE NII shown in both tables below will exceed the NII reported on the consolidated statements of income, which is not shown on an FTE basis. The amount of FTE adjustment totaled $131,000 for the three months ended June 30, 2024, and $272,000 for the six months ended June 30, 2024, compared to $160,000 and $356,000 for the same periods in 2023.

NET INTEREST INCOME

(DOLLARS IN THOUSANDS)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2024				2023				2024				2023
		$				$				$				$
Total interest income			22,429				18,981				44,000				36,798
Total interest expense			8,435				5,324				16,634				9,337
Net interest income			13,994				13,657				27,366				27,461
Tax equivalent adjustment			131				160				272				356
Net interest income (fully taxable equivalent)			14,125				13,817				27,638				27,817

NII is the difference between interest income earned on assets and interest expense incurred on liabilities. Accordingly, two factors affect NII:

●

The rates earned on interest earning assets and paid on interest bearing liabilities

●

The average balance of interest earning assets and interest bearing liabilities

NII is impacted by yields earned on assets and rates paid on liabilities. During 2023, asset yields increased with the increases in Federal Reserve rates, but liability costs increased even more dramatically as rates were held lower during 2022 when the Fed first started increasing rates and then moved much higher in 2023 due to liquidity needs and the desire to preserve deposit balances. Rates have stabilized in 2024 but the Corporation is still feeling the lingering effects of the prior rate movements as customers continue to move funds to higher yielding deposit products. While higher market rates have helped the Corporation’s asset yields, the higher cost of funds has put pressure on the NIM causing slight compression. Management believes this compression will moderate through the remainder of 2024 as the cost of fund increases have subsided and asset yields continue to rise.

Despite the increase in assets yields, the Corporation’s margin declined slightly for both time periods in 2024 compared to the prior year. The Corporation’s margin decreased to 2.91% for the quarter ended June 30, 2024, and 2.86% for the year-to-date period ended June 30, 2024, compared to 3.00% in the second quarter of 2023, and 3.04% for the year-to-date period. The Corporation’s NII on a fully-taxable-equivalent basis increased by $308,000, or 2.2%, for the three months ended June 30, 2024, but decreased by $179,000, or 0.6%, for the six months ended June 30, 2024, compared to the same periods in 2023.

The Corporation’s overall cost of funds rose significantly throughout 2023, but rose more modestly during the first half of 2024. Core deposit interest rates have risen over the past year; however, time deposit rates have risen to higher levels and more quickly than core deposit rates. The change in deposit rates has resulted in some movement from low interest bearing core deposits to higher cost time deposits or other higher yielding money market deposits. This resulted in the total cost of deposits increasing by $2,991,000 for the quarter and $6,978,000 for the six months ended June 30, 2024, compared to the same periods in the prior year. The average balance of borrowings was slightly higher in the first six months of 2024 compared to 2023, and interest rates were also higher, resulting in the total cost of borrowings increasing by $120,000, and $319,000, for the three and six months ended June 30, 2024, compared to the same periods in 2023.

The following table provides an analysis of year-to-date changes in NII on a FTE basis by distinguishing what changes were a result of average balance increases or decreases and what changes were a result of interest rate increases or decreases.

RATE/VOLUME ANALYSIS OF CHANGES IN NET INTEREST INCOME

(TAXABLE EQUIVALENT BASIS, DOLLARS IN THOUSANDS)

		Three Months Ended June 30,												Six Months Ended June 30,
		2024 vs. 2023												2024 vs. 2023
		Increase (Decrease)												Increase (Decrease)
		Due To Change In												Due To Change In
										Net												Net
		Average				Interest				Increase				Average				Interest				Increase
		Balances				Rates				(Decrease)				Balances				Rates				(Decrease)
		$				$				$				$				$				$
INTEREST INCOME
Interest on deposits at other banks			326				67				393				510				193				703
Securities available for sale:
Taxable			(214	)			284				70				(652	)			588				(64	)
Tax-exempt			(41	)			(50	)			(91	)			(108	)			(144	)			(252	)
Total securities			(255	)			234				(21	)			(760	)			444				(316	)
Loans			1,296				1,722				3,018				3,020				3,652				6,672
Regulatory stock			16				13				29				42				17				59
Total interest income			1,383				2,036				3,419				2,812				4,306				7,118
INTEREST EXPENSE
Deposits:
Demand deposits			(39	)			518				479				(55	)			1,714				1,659
Savings deposits			(13	)			—				(13	)			(27	)			11				(16	)
Time deposits			1,547				978				2,525				3,061				2,274				5,335
Total deposits			1,495				1,496				2,991				2,979				3,999				6,978
Borrowings:
Total borrowings			12				108				120				38				281				319
Total interest expense			1,507				1,604				3,111				3,017				4,280				7,297
NET INTEREST INCOME			(124	)			432				308				(205	)			26				(179	)

The following table shows a more detailed analysis of NII on a FTE basis with all the major elements of the Corporation’s balance sheet, which consists of interest earning and non-interest earning assets and interest bearing and non-interest bearing liabilities.

COMPARATIVE AVERAGE BALANCE SHEETS AND NET INTEREST INCOME

(DOLLARS IN THOUSANDS)

		For the Three Months Ended June 30,
		2024												2023
										(c)												(c)
		Average								Annualized				Average								Annualized
		Balance				Interest				Yield/Rate				Balance				Interest				Yield/Rate
		$				$				%				$				$				%
ASSETS
Interest earning assets:
Federal funds sold and interest
on deposits at other banks			49,120				607				4.97				21,680				212				3.93
Securities available for sale:
Taxable			346,506				3,005				3.47				372,638				2,935				3.15
Tax-exempt			150,472				743				1.98				158,553				835				2.11
Total securities (d)			496,978				3,748				3.02				531,191				3,770				2.84
Loans (a)			1,383,932				18,032				5.22				1,278,552				15,015				4.70
Regulatory stock			8,644				173				8.01				7,808				144				7.37
Total interest earning assets			1,938,674				22,560				4.66				1,839,231				19,141				4.17
Non-interest earning assets (d)			51,678												45,260
Total assets			1,990,352												1,884,491
LIABILITIES &
STOCKHOLDERS' EQUITY
Interest bearing liabilities:
Demand deposits			484,259				3,427				2.85				490,767				2,947				2.41
Savings deposits			290,744				72				0.10				344,778				86				0.10
Time deposits			343,525				3,607				4.22				169,711				1,081				2.56
Borrowed funds			133,442				1,329				4.01				132,717				1,210				3.66
Total interest bearing liabilities			1,251,970				8,435				2.71				1,137,973				5,324				1.88
Non-interest bearing liabilities:
Demand deposits			605,982												629,778
Other			12,303												11,465
Total liabilities			1,870,255												1,779,216
Stockholders' equity			120,097												105,275
Total liabilities & stockholders' equity			1,990,352												1,884,491
Net interest income (FTE)							14,125												13,817
Net interest spread (b)											1.95												2.29
Effect of non-interest
bearing deposits											0.96												0.71
Net yield on interest earning assets (c)											2.91												3.00

(a) Includes balances of nonaccrual loans and the recognition of any related interest income.  The quarter-to-date average balances include net deferred loan costs of $2,053,000 as of June 30, 2024, and $2,546,000 as of June 30, 2023.  Such fees and costs recognized through income and included in the interest amounts totaled ($72,000) in 2024, and ($57,000) in 2023.

(b) Net interest spread is the arithmetic difference between the yield on interest earning assets and the rate paid on interest bearing liabilities.

(c) Net yield, also referred to as net interest margin, is computed by dividing NII (FTE) by total interest earning assets.

(d) Securities recorded at amortized cost.  Unrealized holding gains and losses are included in non-interest earning assets.

COMPARATIVE AVERAGE BALANCE SHEETS AND NET INTEREST INCOME

(DOLLARS IN THOUSANDS)

		For the Six Months Ended June 30,
		2024												2023
										(c)												(c)
		Average								Annualized				Average								Annualized
		Balance				Interest				Yield/Rate				Balance				Interest				Yield/Rate
		$				$				%				$				$				%
ASSETS
Interest earning assets:
Federal funds sold and interest on deposits at other banks			41,526				951				4.60				16,776				246				2.96
Securities available for sale:
Taxable			349,640				6,026				3.43				389,333				6,090				3.11
Tax-exempt			151,945				1,507				1.98				162,296				1,759				2.17
Total securities (d)			501,585				7,533				3.00				551,629				7,849				2.84
Loans (a)			1,377,705				35,444				5.15				1,252,994				28,774				4.61
Regulatory stock			8,620				344				7.99				7,542				285				7.55
Total interest earning assets			1,929,436				44,272				4.60				1,828,941				37,154				4.07
Non-interest earning assets (d)			50,654												44,158
Total assets			1,980,090												1,873,099
LIABILITIES &
STOCKHOLDERS' EQUITY
Interest bearing liabilities:
Demand deposits			478,429				6,708				2.82				483,659				5,049				2.11
Savings deposits			296,379				147				0.10				351,535				162				0.09
Time deposits			341,842				7,081				4.17				157,623				1,747				2.24
Borrowed funds			136,517				2,698				3.98				132,051				2,379				3.63
Total interest bearing liabilities			1,253,167				16,634				2.67				1,124,868				9,337				1.67
Non-interest bearing liabilities:
Demand deposits			595,112												634,248
Other			12,604												10,623
Total liabilities			1,860,883												1,769,739
Stockholders' equity			119,207												103,360
Total liabilities & stockholders' equity			1,980,090												1,873,099
Net interest income (FTE)							27,638												27,817
Net interest spread (b)											1.93												2.40
Effect of non-interest bearing deposits											0.93												0.64
Net yield on interest earning assets (c)											2.86												3.04

(a) Includes balances of nonaccrual loans and the recognition of any related interest income.  The year-to-date average balances include net deferred loan costs of $2,119,000 as of June 30, 2024, and $2,600,000 as of June 30, 2023.  Such fees and costs recognized through income and included in the interest amounts totaled ($130,000) in 2024, and ($21,000) in 2023.

(b) Net interest spread is the arithmetic difference between the yield on interest earning assets and the rate paid on interest bearing liabilities.

(c) Net yield, also referred to as net interest margin, is computed by dividing net interest income (FTE) by total interest earning assets.

(d) Securities recorded at amortized cost.  Unrealized holding gains and losses are included in non-interest earning assets.

The Corporation’s average balances on securities decreased by $34.2 million, or 6.4%, for the three months ended June 30, 2024, and $50.0 million, or 9.1%, for the six months ended June 30, 2024, compared to the same periods in 2023. The tax equivalent yield on investments increased by 18 basis points for the quarter-to-date period and 16 basis points for the year-to-date period when comparing both years. As a result of the lower balances, interest income on securities decreased by $21,000, or 0.6%, and $316,000, or 4.0%, for the three and six months ended June 30, 2024, compared to the same periods in the prior year.

Average balances on loans increased by $105.4 million, or 8.2%, for the three months ended June 30, 2024, and $124.7 million, or 10.0%, for the six months ended June 30, 2024, compared to the same periods in the prior year. Loan yields increased by 52 basis points for the quarter, and 54 basis points for the year-to-date period and loan interest income increased by $3,018,000, or 20.1%, and $6,672,000, or 23.2%, for both time frames due to the increase in loan balances and higher yields.

The average balance of interest-bearing deposit accounts increased by $113.3 million, or 11.3%, and $123.8 million, or 12.5%, for the three and six months ended June 30, 2024, respectively, compared to the same periods in the prior year. Total interest-bearing deposits increased as rates increased due to funds shifting from non-interest earning accounts to interest earning accounts due to the rapid increase in market rates. The average balance of interest bearing demand deposits and savings accounts decreased slightly as funds moved into higher-yielding time deposit accounts. The interest rate paid on all interest-bearing deposits increased significantly for both time periods. The combined rate on interest-bearing deposits increased by 210 basis points for the quarter ended June 30, 2024, and 265 basis points for the year-to-date period, compared to the same periods in the prior year. The combination of these changes resulted in an increase in interest expense on deposits of $2,991,000, for the three months ended June 30, 2024, and $6,978,000, for the six months ended June 30, 2024, compared to the same periods in 2023.

The Corporation’s average balance on borrowed funds increased by $725,000, or 0.5%, for the three months ended June 30, 2024, and $4,466,000, or 3.4%, for the six months ended June 30, 2024, compared to the same periods in 2023. The Corporation’s borrowed funds consist of FHLB advances as well as subordinated debt issued in December of 2020 and July of 2022 which was used to support capital growth for the Corporation. The rate paid on borrowed funds increased by 35 basis points for the three and six ended June 30, 2024, compared to the same periods in the prior year.

For the three months ended June 30, 2024, the net interest spread decreased by 34 basis points to 1.95%, compared to 2.29% for the three months ended June 30, 2023. For the six months ended June 30, 2024, the net interest spread decreased by 47 basis points to 1.93%, compared to 2.40% for the six months ended June 30, 2023. The effect of non-interest bearing funds increased to 96 basis points from 71 basis points for the three months ended June 30, 2024, and increased to 93 basis points from 64 basis points for the six months ended June 30, 2024, compared to the same periods in 2023. The effect of non-interest bearing funds refers to the benefit gained from deposits on which the Corporation does not pay interest. As rates go higher, the benefit of non-interest bearing deposits increases because there is more difference between non-interest bearing funds and interest bearing liabilities. The Corporation’s NIM for the second quarter of 2024 was 2.91%, compared to 3.00% for the second quarter of 2023. For the year-to-date period, the Corporation’s NIM was 2.86%, compared to 3.04% for the same period in 2023.

The Asset Liability Committee (ALCO) carefully monitors the NIM because it indicates trends in NII, the Corporation’s largest source of revenue. For more information on the plans and strategies in place to protect the NIM and moderate the impact of changes in rates, refer to Item 7A: Quantitative and Qualitative Disclosures about Market Risk.

Provision for Credit Losses

The provision for credit losses includes a provision for losses on loans, available-for-sale debt securities, and unfunded loan commitments. The provision provides for losses inherent in the financial assets as determined by a quarterly analysis and calculation of various factors related to the financial assets. The amount of the provision reflects the adjustment management determines necessary to ensure the Allowance for Credit Losses (ACL) is adequate to cover any losses inherent in the financial assets. The Corporation recorded a release of provision expense of $817,000 for credit losses related to loans, $34,000 for unfunded commitments and $0 related to available-for-sale securities for the first six months of 2024, compared to provision expense of $1,930,000 related to loans, $142,000 for unfunded commitments, and $0 related to available-for-sale securities for the six months ended June 30, 2023. During the first half of 2024, there was less economic impact in the forward credit outlook due to improving economic indicators allowing the release of provision expense. As of June 30, 2024, the allowance as a percentage of total loans was 1.04%, compared to 1.30% at June 30, 2023. More detail is provided under Allowance for Credit Losses in the Financial Condition section that follows.

Other Income

Other income for the second quarter of 2024 was $4,401,000, an increase of $1,979,000, or 81.7%, compared to the $2,422,000 earned during the second quarter of 2023. For the year-to-date period ended June 30, 2024, other income totaled $8,747,000, an increase of $3,671,000, or 72.3%, compared to the same period in 2023. The following tables detail the categories that comprise other income.

OTHER INCOME

(DOLLARS IN THOUSANDS)

		Three Months Ended June 30,
		2024				2023				Increase (Decrease)
		$				$				$				%
Trust and investment services			727				674				53				7.9
Service charges on deposit accounts			440				344				96				27.9
Other fees			998				778				220				28.3
Commissions			1,005				917				88				9.6
Net gains/(losses) on debt and equity securities			30				(1,060	)			1,090				(102.8	)
Gains on sale of mortgages			478				204				274				134.3
Earnings on bank owned life insurance			407				237				170				71.7
Other miscellaneous income			316				328				(12	)			(3.7	)
Total other income			4,401				2,422				1,979				81.7

OTHER INCOME

(DOLLARS IN THOUSANDS)

		Six Months Ended June 30,								Increase (Decrease)
		2024				2023
		$				$				$				%
Trust and investment services			1,810				1,459				351				24.1
Service charges on deposit accounts			855				631				224				35.5
Other fees			1,944				1,391				553				39.8
Commissions			2,022				1,812				210				11.6
Net gains (losses) on debt and equity securities			(228	)			(1,666	)			1,438				(86.3	)
Gains on sale of mortgages			1,022				326				696				213.5
Earnings on bank owned life insurance			700				463				237				51.2
Other miscellaneous income			622				660				(38	)			(5.8	)
Total other income			8,747				5,076				3,671				72.3

Trust and investment services income increased for the quarter and year-to-date period, as a result of increased fees and the gain on sale of a limited number of trust assets. Service charges on deposit accounts and other fees increased for both time periods driven primarily by fees earned on an off-balance-sheet sweep product. Commissions are higher for both time periods as a result of higher income on debit card interchange transactions. The Corporation incurred $30,000 of gains on debt and equity securities in the second quarter of 2024 as a result of appreciation of bank stock values, and $228,000 of losses for the year-to-date period as a result of strategic sales of debt securities to fund higher yielding loan growth. This compared to net losses of $1,060,000, and $1,666,000 for the three and six months ended June 30, 2023, as a result of a higher volume of debt security sales. Mortgage gains increased by $274,000, or 134.3%, in the second quarter of 2024, compared to the second quarter of 2023, and $696,000, or 213.5%, for the six months ended June 30, 2024, compared to the same period in 2023. This was primarily a result of the strategic decision to generate more mortgage volume for sale on the secondary market as opposed to held for investment on the Corporation’s balance sheet. Earnings on bank owned life insurance were higher by $170,000, or 71.7%, and $237,000, or 51.2% for the three and six months ended June 30, 2024, compared to the same periods in the prior year as a result of a death benefit received in the second quarter of 2024.

Operating Expenses

Operating expenses for the second quarter of 2024 were $13,368,000, an increase of $166,000, or 1.3%, compared to the $13,202,000 for the second quarter of 2023. For the year-to-date period ended June 30, 2024, operating expenses totaled $26,962,000, an increase of $1,396,000, or 5.5%, compared to the same period in 2023. The following tables provide details of the Corporation’s operating expenses for the three and six-month periods ended June 30, 2024, compared to the same periods in 2023.

OPERATING EXPENSES

(DOLLARS IN THOUSANDS)

		Three Months Ended June 30,
		2024				2023				Increase (Decrease)
		$				$				$				%
Salaries and employee benefits			8,339				7,901				438				5.5
Occupancy expenses			806				860				(54	)			(6.3	)
Equipment expenses			350				325				25				7.7
Advertising & marketing expenses			204				412				(208	)			(50.5	)
Computer software & data processing expenses			1,467				1,697				(230	)			(13.6	)
Shares tax			357				299				58				19.4
Professional services			825				843				(18	)			(2.1	)
Other operating expenses			1,020				865				155				17.9
Total Operating Expenses			13,368				13,202				166				1.3

OPERATING EXPENSES

(DOLLARS IN THOUSANDS)

		Six Months Ended June 30,
		2024				2023				Increase (Decrease)
		$				$				$				%
Salaries and employee benefits			16,674				15,356				1,318				8.6
Occupancy expenses			1,663				1,596				67				4.2
Equipment expenses			653				669				(16	)			(2.4	)
Advertising & marketing expenses			445				686				(241	)			(35.1	)
Computer software & data processing expenses			3,169				3,478				(309	)			(8.9	)
Bank shares tax			714				599				115				19.2
Professional services			1,536				1,507				29				1.9
Other operating expenses			2,108				1,675				433				25.9
Total Operating Expenses			26,962				25,566				1,396				5.5

Salaries and employee benefits are the largest category of operating expenses. For the second quarter of 2024, salaries and benefits increased $438,000, or 5.5%, and for the six months ended June 30, 2024, salaries and benefits increased $1,318,000, or 8.6%, compared to the same periods in 2023. This was primarily due to a competitive labor market that resulted in higher costs to attract and retain employees inclusive of costs related to merit increases and employee benefit expenses. Advertising and marketing expenses were lower by $208,000, or 50.5%, and $241,000, or 35.1%, for the three and six months ended June 30, 2024, compared to the prior year. This decrease was primarily related to lower costs related to various media advertising channels. Computer software and data processing expenses decreased by $230,000, or 13.6%, and $309,000, or 8.9%, for the three and six months ended June 30, 2024, as a result of a debit card conversion in 2023 that resulted in amortized contract costs. Shares tax expense is based on the Corporation’s level of shareholders’ equity and has increased due to the increase in the Corporation’s level of shareholders’ equity. Other operating expenses increased by $155,000, or 17.9%, and $433,000, or 25.9%, for the three and six months ended June 30, 2024, compared to the same periods in the prior year due largely to higher FDIC insurance costs and a larger amount of charitable contributions.

Income Taxes

Federal income tax expense was $920,000 for the second quarter of 2024 compared to $265,000 for the same period in 2023. For the six months ended June 30, 2024, the Corporation recorded Federal income tax expense of $1,747,000, compared to $661,000 for the six months ended June 30, 2023. The effective tax rate for the Corporation was 17.5% for the six months ended June 30, 2024, and 13.5% for the six months ended June 30, 2023. Certain items of income are not subject to Federal income tax, such as tax-exempt interest income on loans and securities, and Bank Owned Life Insurance (BOLI) income; therefore, the effective income tax rate for the Corporation is lower than the stated tax rate.

Financial Condition

Investment Securities

The Corporation classifies all of its debt securities as available for sale and reports the portfolio at fair value. As of June 30, 2024, the Corporation had $437.7 million of debt securities available for sale, which accounted for 21.6% of assets, compared to 23.0% as of December 31, 2023, and 24.0% as of June 30, 2023. Based on ending balances, the debt securities portfolio decreased 4.0% from June 30, 2023, and 4.8% from December 31, 2023.

The debt securities portfolio was showing a net unrealized loss of $43,659,000 as of June 30, 2024, compared to $43,488,000 as of December 31, 2023, and $52,208,000 as of June 30, 2023. The valuation of the Corporation’s securities portfolio, predominately debt securities, is impacted by both the U.S. Treasury rates and the perceived forward direction of interest rates.

Each quarter, management sets portfolio allocation guidelines and adjusts the security portfolio strategy generally based on the following factors:

●

ALCO positions as to liquidity, credit risk, interest rate risk, and fair value risk

●

Growth of the loan portfolio

●

Slope of the U.S. Treasury curve

●

Relative performance of the various instruments, including spread to U.S. Treasuries

●

Duration and average length of the portfolio

●

Volatility of the portfolio

●

Direction of interest rates

●

Economic factors impacting debt securities

The investment policy of the Corporation establishes guidelines to promote diversification within the portfolio. The diversity specifications provide opportunities to shorten or lengthen duration, maximize yield, and mitigate credit risk.

The Corporation’s U.S. Treasury and U.S. government agencies sectors remained stable during the first six months of 2024 with little movement in balances. These sectors represent safe credits, but carry a lower yield due to the investments made in 2020 and 2021.

The Corporation’s U.S. agency mortgage-backed securities (MBS) and collateralized mortgage obligations (CMO) have decreased since December 31, 2023, with MBS decreasing $2.7 million, or 6.8%, and CMOs decreasing $1.1 million, or 5.4%. These two security types both consist of mortgage instruments that pay monthly interest and principal, however the behavior of the two types vary according to the structure of the mortgage pool or CMO instrument. Management desires to maintain some amount of MBS and CMOs in order to assist in adding to and maintaining a stable five-year ladder of cash flows, which is important in providing stable liquidity and interest rate risk positions. U.S. agency MBS and CMO securities pay contractual monthly principal and interest, but are also subject to additional prepayment of principal. The combined effect of all of these instruments paying monthly principal and interest provides the Corporation with a reasonably stable base cash flow of approximately $2.0 - $3.0 million per month. Cash flows coming off of MBS and CMOs do slow down and speed up as interest rates increase or decrease, which has an impact on the portfolio’s length and yield.

The portfolio of non-agency MBS and CMO securities stood at $50.3 million as of June 30, 2024, or 11.2% of the total portfolio. This sector better structures the portfolio to achieve higher yields and shortens the duration while also protecting in a rates-up environment. The non-agency portfolio stood at $56.2 million at December 31, 2023.

The Corporation’s asset-backed securities declined by $4.1 million, or 6.3%, from December 31, 2023, to June 30, 2024. Many of the bonds in this sector receive regular monthly principal payments which caused the value to decline. These bonds are primarily floating rate instruments, so in the current higher rate environment, they have added to the overall yield increase for the portfolio.

As of June 30, 2024, the fair value of the Corporation’s corporate bonds did not change materially from balances at December 31, 2023. Like any security, corporate bonds have both positive and negative qualities and management must evaluate these securities on a risk versus reward basis. Corporate bonds add diversity to the portfolio and provide strong yields for short maturities; however, by their very nature, corporate bonds carry a high level of credit risk should the entity experience financial difficulties. As a result of the higher level of credit risk taken by purchasing a corporate bond, management has in place procedures to closely analyze the financial health of the company. Financial analysis is conducted prior to every corporate bond purchase with ongoing monitoring performed on all securities held.

Obligations of states and political subdivisions, or municipal bonds, consist of both tax-free and taxable securities. They carry the longest duration on average of any instrument in the securities portfolio. Municipal tax-equivalent yields generally start above other taxable bonds. These instruments also experience significant fair market value gains and losses when interest rates decrease and increase. Municipal securities were purchased throughout 2020 and 2021 due to the levels of excess liquidity experienced due to deposit inflows. The balance of municipal bonds decreased by $8.1 million, or 4.3%, in the first six months of 2024 primarily due to the sale of a number of these bonds during the first quarter. Municipal bonds represented 40.0% of the securities portfolio as of June 30, 2024 and December 31, 2023.

Loans

Net loans outstanding increased by 1.8%, to $1,369.7 million at June 30, 2024, from $1,344.9 million at December 31, 2023. The following table shows the composition of the loan portfolio as of June 30, 2024 and December 31, 2023.

LOANS BY MAJOR CATEGORY

(DOLLARS IN THOUSANDS)

		June 30,								December 31,
		2024								2023
		$				%				$				%
Agriculture			260,234				18.8				257,372				18.9
Business Loans			363,075				26.3				354,252				26.1
Consumer			6,371				0.5				6,392				0.5
Home Equity			112,863				8.2				107,176				7.9
Non-Owner Occupied CRE			131,460				9.5				135,117				10.0
Residential Real Estate (a)			508,048				36.7				497,553				36.6
Total loans			1,382,051				100				1,357,862				100
Less:
Deferred loan costs, net			2,025								2,216
Allowance for credit losses			(14,339	)							(15,176	)
Total net loans			1,369,737								1,344,902

(a) Residential real estate loans do not include mortgage loans serviced for others which totaled $323,985,000 as of June 30, 2024 and $301,822,000 as of December 31, 2023.

There was moderate growth in the loan portfolio since December 31, 2023. All of the loan categories, except consumer loans and non-owner occupied CRE, showed an increase in balances since December 31, 2023.

The agriculture loan segment increased $2,862,000, or 1.1%, the business loan segment increased $8,823,000, or 2.5%, the consumer loan segment decreased $21,000, or 0.3%, the home equity segment increased $5,687,000, or 5.3%, the non-owner occupied CRE segment decreased $3,657,000, or 2.7%, and the residential real estate segment increased $10,495,000, or 2.1%, from balances at December 31, 2023. The agriculture segment is concentrated primarily in loans to dairy operators, poultry operators, and crop farmers.  Business loans are fairly diverse with small concentrations in lessors of residential buildings and dwellings and lessors of non-residential buildings.  These concentrations are less than 10% of the total business loan portfolio.

In the first half of 2024, mortgage production decreased 16% compared to the first six months of 2023.  Purchase money origination constituted 93% of the Corporation’s mortgage originations for the six months ended June 30, 2024, with construction-only and construction-permanent loans making up 50% of that mix.  As long term mortgage rates continue to slowly decline, the held-for-investment portfolio has decreased to 46% of total originations. As of June 30, 2024, adjustable-rate mortgage balances were $331.5 million, representing 65.3% of the 1-4 family residential loan portfolio of the Corporation.

The consumer loan portfolio represents 0.5% of total loans. The long-term trend over the past decade has seen homeowners turning to the equity in their homes to finance cars and education rather than traditional consumer loans that are generally unsecured. Demand for unsecured credit is being matched by principal payments on existing loans resulting in stable balances.

Non-Performing Assets

Non-performing assets include:

●

Nonaccrual loans

●

Loans past due 90 days or more and still accruing

●

Other real estate owned

NON-PERFORMING ASSETS

(DOLLARS IN THOUSANDS)

		June 30,				December 31,				June 30,
		2024				2023				2023
		$				$				$
Nonaccrual loans			3,588				2,758				2,903
Loans past due 90 days or more and still accruing			781				519				407
Total non-performing loans			4,369				3,277				3,310
Other real estate owned			—				—				—
Total non-performing assets			4,369				3,277				3,310
Non-performing assets to net loans			0.32	%			0.31	%			0.26	%

The total balance of non-performing assets increased by $1,059,000, or 32.0% from balances at June 30, 2023, and increased $1,092,000, or 33.3%, from balances at December 31, 2023. Non-accrual loans increased by $685,000, or 23.6%, since June 30, 2023, and $830,000, or 30.1%, since December 31, 2023. Loans past due 90 days or more and still accruing increased $374,000, or 91.9%, since June 30, 2023, and $262,000, or 50.5%, since December 31, 2023. The primary reason for the increase in non-accrual loans was the addition of a residential mortgage loan in the amount of $1.1 million that was added to non-accrual during the first half of 2024. The reason for the increase in loans past due 90 days or more was primarily a number of home equity line of credit relationships as well as an agricultural line of credit. While non-performing asset balances have increased in the first six months of 2024, the Corporation’s total level of non-performing assets is still low relative to its peer group.

There was no other real estate owned (OREO) as of June 30, 2024, December 31, 2023, or June 30, 2023.

Allowance for Credit Losses

The allowance for credit losses (ACL) is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on total loans. Management reviews the adequacy of the ACL on a quarterly basis.  The ACL represents management’s estimate of lifetime credit losses inherent in loans as of the balance sheet date. The ACL is estimated by management using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The Corporation measures expected credit losses for loans on a pooled basis when similar risk characteristics exist.  Additionally, the ACL calculation includes subjective adjustments for qualitative risk factors that are likely to cause estimated credit losses to differ from historical experience. These qualitative adjustments may increase or reduce reserve levels and include adjustments for lending policies and procedures, loan portfolio trends, lending management experience, asset quality, loan review, underlying collateral, credit concentrations, and external factors. Loans that do not share risk characteristics are evaluated on an individual basis. When management determines that foreclosure is probable and the borrower is experiencing financial difficulty, the expected credit losses are based on the fair value of collateral at the reporting date adjusted for selling costs as appropriate. Based on the quarterly calculation, management will adjust the ACL through the provision for credit losses as necessary.

Strong credit and collateral policies have been instrumental in producing a favorable history of credit losses for the Corporation. The Net Charge-Off table below shows the net charge-offs for each segment of the Corporation’s loan portfolio as of June 30, 2024 and June 30, 2023.

Net Charge-Offs

(DOLLARS IN THOUSANDS)

		June 30,				June 30,
		2024				2023
		$				$
Loans charged-off:
Agriculture			—				—
Business Loans			—				—
Consumer Loans			36				15
Home Equity			—				—
Non-Owner Occupied CRE			—				—
Residential Real Estate			—				—
Total loans charged-off			36				15
Recoveries of loans previously charged-off
Agriculture			—				71
Business Loans			3				7
Consumer Loans			13				1
Home Equity			—				—
Non-Owner Occupied CRE			—				—
Residential Real Estate			—				8
Total recoveries			16				87
Net charge-offs (recoveries)
Agriculture			—				(71	)
Business Loans			(3	)			(7	)
Consumer Loans			23				14
Home Equity			—				—
Non-Owner Occupied CRE			—				—
Residential Real Estate			—				(8	)
Total net charge-offs (recoveries)			20				(72	)

The Corporation has historically experienced very low net charge-off percentages due to conservative credit practices. As of June 30, 2024, there were $36,000 in charge-offs and $16,000 of recoveries, representing a net charge-off position of $20,000 as shown above. As of June 30, 2023, there were $15,000 in charge-offs and $87,000 in recoveries, representing a net recovery position of $72,000.

Management regularly reviews the overall risk profile of the loan portfolio and the impact that current economic trends have on the Corporation’s loans. The financial industry typically evaluates the quality of loans on a scale with “unclassified” representing healthy loans, “special mention” being the first indication of credit concern, and several successive classified ratings indicating further credit declines of “substandard,” “doubtful,” and, ultimately, “loss.”

The Corporation’s level of classified loans was $18.3 million on June 30, 2024, compared to $12.4 million on June 30, 2023. Total classified loans have increased from the prior year due to the downgrading of a number of unrelated agriculture and business relationships. Having more loans in a classified status could result in a larger allowance as higher amounts of projected historical losses and qualitative factors are attached to these loans.

Deposits

The Corporation’s total ending deposits at June 30, 2024, increased by $27.6 million, or 1.6%, from December 31, 2023, and $98.4 million, or 5.9%, from June 30, 2023. Customer deposits are the Corporation’s primary source of funding for loans and securities. The mix of the Corporation’s deposit categories has changed marginally since June 30, 2023, as customers have moved from non-interest bearing and low-interest bearing accounts into higher yielding checking accounts and time deposits. Since June 30, 2023, there has been a $11.0 million, or 1.7% decrease in non-interest bearing demand deposit accounts, a $22.9 million, or 10.3% increase in interest bearing demand balances, a $13.1 million, or 12.0% decrease in NOW balances, a $7.5 million, or 4.6% decrease in money market account balances, a $55.1 million, or 16.1% decrease in savings account balances, and a $162.2 million, or 87.9% increase in time deposit balances.

The significant increase in time deposit balances was a result of the increased rate environment and offering several promotional rates on specific time deposit terms throughout 2023 and the first half of 2024. Time deposits are typically a more rate-sensitive product, making them a source of funding that is prone to balance variations depending on the interest rate environment and how the Corporation’s time deposit rates compare with the local market rates. Time deposits fluctuate as consumers search for the best rates in the market, with less allegiance to any particular financial institution.

As of June 30, 2024 and 2023, the total uninsured deposits of the Corporation were approximately $212,540,000 and $228,159,000, respectively or 12.1% and 13.8%, of total deposits. Total uninsured deposits is calculated based on regulatory reporting requirements and reflects the portion of any deposit of a customer at an insured depository institution that exceeds the applicable FDIC insurance coverage for that depositor at that institution and amounts in any other uninsured investment or deposit accounts that are classified as deposits and not subject to any federal or state deposit insurance regime.

The Deposits by Major Classification table, shown below, provides the balances of each category for June 30, 2024, December 31, 2023, and June 30, 2023.

DEPOSITS BY MAJOR CLASSIFICATION

(DOLLARS IN THOUSANDS)

		June 30,				December 31,				June 30,
		2024				2023				2023
		$				$				$
Non-interest bearing demand			623,348				611,968				634,360
Interest bearing demand			243,812				214,033				220,949
NOW accounts			96,195				99,738				109,257
Money market deposit accounts			156,909				158,446				164,432
Savings accounts			287,372				308,913				342,422
Time deposits			346,734				333,700				184,531
Total deposits			1,754,370				1,726,798				1,655,951

The growth and mix of deposits is often driven by several factors including:

●

Convenience and service provided

●

Current rates paid on deposits relative to competitor rates

●

Level of and perceived direction of interest rates

●

Financial condition and perceived safety of the institution

●

Possible risks associated with other investment opportunities

●

Level of fees on deposit products

Borrowings

Total borrowings were $132.0 million, $140.8 million, and $131.2 million as of June 30, 2024, December 31, 2023, and June 30, 2023, respectively. There were no short-term borrowings as of June 30, 2024, December 31, 2023, or June 30, 2023. Short-term funds are used for immediate liquidity needs and are not typically part of an ongoing liquidity or interest rate risk strategy; therefore, they fluctuate more rapidly. When short-term funds are used, they are purchased through correspondent and member bank relationships as overnight borrowings or through the FHLB for terms less than one year.

Total long-term borrowings, borrowings initiated for terms longer than one year, were $92.3 million as of June 30, 2024, $101.2 million as of December 31, 2023, and $91.7 million as of June 30, 2023, respectively. The long-term borrowings for the Corporation were made up entirely of FHLB long-term advances. FHLB advances are used as a secondary source of funding and to mitigate interest rate risk. These long-term funding instruments are typically a more effective funding instrument in terms of selecting the exact amount, rate, and term of funding rather than trying to source the same through deposits. In this manner, management can efficiently meet known liquidity and interest rate risk needs. The Corporation continues to be well under the FHLB maximum borrowing capacity (MBC), which is currently $711.9 million. The Corporation’s internal policy limits are far more restrictive than the FHLB MBC, which is calculated and set quarterly by FHLB.

In addition to the long-term advances funded through the FHLB, o n December 30, 2020, the Corporation completed the sale of a subordinated debt note offering. The Corporation sold $20.0 million of subordinated debt notes with a maturity date of December 30, 2030. These notes are non-callable for 5 years and carry a fixed interest rate of 4% per year for 5 years and then convert to a floating rate for the remainder of the term. The notes can be redeemed at par beginning 5 years prior to maturity. The notes are structured to qualify as Tier 2 capital for the Corporation and any funds it invests in the Bank qualify as Tier 1 capital at the Bank. As of June 30, 2024, $16.0 million of funds were invested in the Bank. The Corporation paid an issuance fee of 2% of the total issue that will be amortized to the call date on a pro-rata basis.

On July 22, 2022, the Corporation completed the sale of an additional subordinated debt note offering.  The Corporation sold $20.0 million of subordinated debt notes with a maturity date of September 30, 2032.  These notes are all non-callable for 5 years and carry a fixed interest rate of 5.75% per year for the 5 years and then convert to a floating rate for the remainder of the term.  The notes can be redeemed at par beginning 5 years prior to maturity.  The notes are structured to qualify as Tier 2 capital for the Corporation and any funds it invests in the Bank qualify as Tier 1 capital at the Bank.  As of June 30, 2024, $17.0 million of funds were invested in the Bank. The Corporation paid an issuance fee of 2% of the total issue that will be amortized to the call date on a pro-rata basis.

Stockholders’ Equity

Federal regulatory authorities require banks to meet minimum capital levels. The Corporation, as well as the Bank, as the solely owned subsidiary of the Corporation, maintains capital ratios well above those minimum levels. The risk-weighted capital ratios are calculated by dividing capital by total risk-weighted assets. Regulatory guidelines determine the risk-weighted assets by assigning assets to specific risk-weighted categories. The calculation of tier I capital to risk-weighted average assets does not include an add-back to capital for the amount of the allowance for credit losses, thereby making this ratio lower than the total capital to risk-weighted assets ratio.

The consolidated asset limit on small bank holding companies is $3 billion and a company with assets under that limit is not subject to the consolidated capital rules but may disclose capital amounts and ratios. The Corporation has elected to disclose those amounts and ratios.

The following tables reflect the capital ratios for the Corporation and Bank compared to the regulatory capital requirements.

REGULATORY CAPITAL RATIOS:
					Regulatory Requirements
					Adequately		Well
As of June 30, 2024			Capital Ratios		Capitalized		Capitalized
Total Capital to Risk-Weighted Assets
	Consolidated		14.9%		N/A		N/A
	Bank		14.6%		8.0%		10.0%
Tier 1 Capital to Risk-Weighted Assets
	Consolidated		11.1%		N/A		N/A
	Bank		13.5%		6.0%		8.0%
Common Equity Tier 1 Capital to Risk-Weighted Assets
	Consolidated		11.1%		N/A		N/A
	Bank		13.5%		4.5%		6.5%
Tier 1 Capital to Average Assets
	Consolidated		7.9%		N/A		N/A
	Bank		9.6%		4.0%		5.0%
As of December 31, 2023
Total Capital to Risk-Weighted Assets
	Consolidated		14.8%		N/A		N/A
	Bank		14.4%		8.0%		10.0%
Tier I Capital to Risk-Weighted Assets
	Consolidated		10.9%		N/A		N/A
	Bank		13.3%		6.0%		8.0%
Common Equity Tier I Capital to Risk-Weighted Assets
	Consolidated		10.9%		N/A		N/A
	Bank		13.3%		4.5%		6.5%
Tier I Capital to Average Assets
	Consolidated		7.7%		N/A		N/A
	Bank		9.4%		4.0%		5.0%
As of June 30, 2023
Total Capital to Risk-Weighted Assets
	Consolidated		14.9%		N/A		N/A
	Bank		14.4%		8.0%		10.0%
Tier 1 Capital to Risk-Weighted Assets
	Consolidated		10.7%		N/A		N/A
	Bank		13.2%		6.0%		8.0%
Common Equity Tier 1 Capital to Risk-Weighted Assets
	Consolidated		10.7%		N/A		N/A
	Bank		13.2%		4.5%		6.5%
Tier 1 Capital to Average Assets
	Consolidated		7.6%		N/A		N/A
	Bank		9.3%		4.0%		5.0%

As of June 30, 2024, the Bank’s Tier 1 Leverage Ratio stood at 9.6% while the Corporation’s Tier 1 Leverage Ratio was 7.9%. Tier 1 Capital levels at the Corporation level were not impacted by the subordinated debt issue since subordinated debt only qualifies as Tier 2 Capital at the corporate level. As such, in terms of the Corporation’s regulatory capital ratios, only the Total Capital to Risk-Weighted Assets ratio was enhanced as a result of the $40 million subordinated debt issue. Most of the marked improvement in capital ratios occurred at the Bank level.

Off-Balance Sheet Arrangements

In the normal course of business, the Corporation typically has off-balance sheet arrangements related to loan funding commitments. These arrangements may impact the Corporation’s financial condition and liquidity if they were to be exercised within a short period of time. As discussed in the following liquidity section, the Corporation has in place sufficient liquidity alternatives to meet these obligations. The following table presents information on the commitments by the Corporation as of June 30, 2024.

OFF-BALANCE SHEET ARRANGEMENTS

(DOLLARS IN THOUSANDS)

		June 30,
		2024
		$
Commitments to extend credit:
Revolving home equity			230,496
Construction loans			21,739
Real estate loans			132,967
Business loans			225,845
Consumer loans			1,335
Other			5,715
Standby letters of credit			18,155
Total			636,252

Market Risks

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 uncertainty at certain additional banks. These bank failures and bank uncertainties 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 loss of confidence in the financial services sector, and/or specific banks;
	2.	Deterioration of securities and loan portfolios;
	3.	Deposit 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:

	1.	Financial condition;
	2.	Operations and results thereof; and
	3.	Stock price.

In addition, the previously mentioned bank failures and uncertainties 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 Corporation’s financial condition, operations, results thereof or stock price.

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

Significant Legislation

Dodd-Frank Wall Street Reform and Consumer Protection Act

In 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) was signed into law. Dodd-Frank is intended to affect a fundamental restructuring of federal banking regulation. Among other things, Dodd-Frank creates a new Financial Stability Oversight Council to identify systemic risks in the financial system and gives federal regulators new authority to take control of and liquidate financial firms. Dodd-Frank additionally creates a new independent federal regulator to administer federal consumer protection laws. Among the provisions that have already or are likely to affect the Corporation are the following:

Holding Company Capital Requirements

Dodd-Frank requires the Federal Reserve to apply consolidated capital requirements to bank holding companies that are no less stringent than those currently applied to depository institutions. Under these standards, trust preferred securities will be excluded from tier I capital unless such securities were issued prior to May 19, 2010, by a bank holding company with less than $15 billion in assets. Dodd-Frank additionally requires that bank regulators issue countercyclical capital requirements so that the required amount of capital increases in times of economic expansion and decreases in times of economic contraction, are consistent with safety and soundness.

Deposit Insurance

Dodd-Frank permanently increased the maximum deposit insurance amount for banks, savings institutions, and credit unions to $250,000 per depositor. Additionally, on February 7, 2011, the Board of Directors of the FDIC approved a final rule based on the Dodd-Frank Act that revises the assessment base from one based on domestic deposits to one based on assets. This change, which was effective in April 2011, saved the Corporation a significant amount of FDIC insurance premiums from the significantly higher FDIC insurance premiums placed into effect after the financial crisis.

Corporate Governance

Dodd-Frank requires publicly traded companies to give stockholders a non-binding vote on executive compensation at least every three years, a non-binding vote regarding the frequency of the vote on executive compensation at least every six years, and a non-binding vote on “golden parachute” payments in connection with approvals of mergers and acquisitions unless previously voted on by shareholders. The SEC has finalized the rules implementing these requirements which took effect on January 21, 2011. The Corporation was exempt from these requirements until January 21, 2013, due to its status as a smaller reporting company.

Consumer Financial Protection Bureau

Dodd-Frank created the Consumer Financial Protection Bureau (CFPB), which is granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Fair Credit Reporting Act, Fair Debt Collection Act, the Consumer Financial Privacy Provisions of the Gramm-Leach-Bliley Act, and certain other statutes. The CFPB has examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets. Smaller institutions will be subject to rules promulgated by the CFPB but will continue to be examined and supervised by federal banking regulators for consumer compliance purposes. The CFPB will have authority to prevent unfair, deceptive, or abusive practices in connection with the offering of consumer financial products. Dodd-Frank authorizes the CFPB to establish certain minimum standards for the origination of residential mortgages including a determination of the borrower’s ability to repay. In addition, Dodd-Frank will allow borrowers to raise certain defenses to foreclosure if they receive any loan other than a “qualified mortgage” as defined by the CFPB. Dodd-Frank permits states to adopt consumer protection laws and standards that are more stringent than those adopted at the federal level and, in certain circumstances, permits state attorneys general to enforce compliance with both the state and federal laws and regulations.

Interstate Branching

Dodd-Frank authorizes national and state banks to establish branches in other states to the same extent as a bank chartered by that state would be permitted. Previously, banks could only establish branches in other states if the host state expressly permitted out-of-state banks to establish branches in that state. Accordingly, banks will be able to enter new markets more freely.

Limits on Interstate Acquisitions and Mergers

Dodd-Frank precludes a bank holding company from engaging in an interstate acquisition – the acquisition of a bank outside its home state – unless the bank holding company is both well capitalized and well managed. Furthermore, a bank may not engage in an interstate merger with another bank headquartered in another state unless the surviving institution will be well capitalized and well managed. The previous standard in both cases was adequately capitalized and adequately managed.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a financial institution, the Corporation is subject to three primary risks:

●

Credit risk

●

Liquidity risk

●

Interest rate risk

The Board of Directors has established an Asset Liability Management Committee (ALCO) to measure, monitor, and manage these primary market risks. The Asset Liability Policy has instituted guidelines for all of these primary risks, as well as other financial performance measurements with target ranges. The Asset Liability goals and guidelines are consistent with the Strategic Plan goals related to financial performance.

Credit Risk

For discussion on credit risk refer to the sections in Item 2. Management’s Discussion and Analysis, on securities, non-performing assets, and allowance for credit losses.

Liquidity Risk

Liquidity refers to having an adequate supply of cash available to meet business needs. Financial institutions must ensure that there is adequate liquidity to meet a variety of funding needs, at a minimal cost. Funding new loans and covering deposit withdrawals are the primary liquidity needs of the Corporation. The Corporation uses a variety of funding sources to meet liquidity needs, such as deposits, loan repayments, cash flows from securities, borrowings, and current earnings.

As noted in the discussion on deposits, customers have historically provided the Corporation with a reliable and steadily increasing source of funds liquidity. The Corporation also has in place relationships with other banking institutions for the purpose of buying and selling Federal funds. The lines of credit with these institutions provide immediate sources of additional liquidity. The Corporation currently has unsecured lines of credit totaling $30 million. This does not include amounts available from member banks such as the Federal Reserve Discount Window or the FHLB of Pittsburgh.

The Corporation regularly reviews its liquidity position by measuring its projected net cash flows at a 30 and 90-day interval. The Corporation stresses the measurements by assuming a level of deposit out-flows that have not historically been realized. In addition to this forecast, other funding sources are reviewed as a method to provide emergency funding if necessary. The objective of this measurement is to identify the amount of cash that could be raised quickly without the need to liquidate assets. The Corporation also stresses its liquidity position utilizing different longer-term scenarios. The varying degrees of stress create pressure on deposit flows in its local market, reduce access to wholesale funding and limit access of funds available through brokered deposit channels. In addition to stressing cash flow, specific liquidity risk indicators are monitored to help identify risk areas. This analysis helps identify and quantify the potential cash surplus/deficit over a variety of time horizons to ensure the Corporation has adequate funding resources. Assumptions used for liquidity stress testing are subjective. Should an evolving liquidity situation or business cycle present new data, potential assumption changes will be considered. The Corporation believes it can meet all anticipated liquidity demands.

Historically, the Corporation has satisfied its liquidity needs from earnings, repayment of loans and amortizing investment securities, maturing investment securities, loan sales, deposit growth and its ability to access existing lines of credit. All investment securities are classified as available for sale; therefore, securities that are unencumbered can be used as collateral for borrowings and are an additional source of readily available liquidity.

The Corporation analyzes the following additional liquidity measurements in an effort to monitor and mitigate liquidity risk:

●

On-hand Liquidity/Total Liabilities – Net liquid assets as a percentage of total liabilities

●

Non-Core Funding Dependence – Non-core liabilities minus short-term investments as a percentage of long-term assets

●

Reliance on Wholesale Funding – Wholesale funding as a percentage of total funding

●

Net Short-term Liabilities/Total Assets – Short-term liabilities minus short-term assets as a percentage of total assets

●

Loan to Deposit Ratio – Total loans as a percentage of total deposits

●

Investment Securities to Assets Threshold – Total investment securities as a percentage of total assets

These measurements are designed to prevent undue reliance on outside sources of funding and to ensure a steady stream of liquidity is available should events occur that would cause a sudden decrease in deposits or large increase in loans or both, which would in turn draw significantly from the Corporation’s available liquidity sources. As of June 30, 2024, the Corporation was within guidelines for all of the above measurements.

The Corporation’s liquidity measurements are tracked and reported quarterly by management to both observe trends and ensure the measurements stay within desired ranges. Management is confident that a sufficient amount of internal and external liquidity exists to provide for significant unanticipated liquidity needs.

Interest Rate Risk

Interest rate risk is measured using two analytical tools:

●

Changes in net interest income

●

Changes in net portfolio value

Financial modeling is used to forecast net interest income and earnings, as well as net portfolio value, also referred to as fair value. The modeling is generally conducted under seven different interest rate scenarios that can vary according to the present level of interest rates. The scenarios consist of a projection of net interest income if rates remain flat, increase 100, 200, or 300 basis points, or decrease 100, 200, or 300 basis points.

The results obtained through the use of forecasting models are based on a variety of factors. Both the net interest income and fair value forecasts make use of the maturity and repricing schedules to determine the changes to the balance sheet over the course of time. Additionally, there are many assumptions that factor into the results. These assumptions include, but are not limited to, the following:

●

Projected forward interest rates

●

Slope of the U.S. Treasury curve

●

Spreads available on securities over the U.S. Treasury curve

●

Prepayment speeds on loans held and mortgage-backed securities

●

Anticipated calls on securities with call options

●

Deposit and loan balance fluctuations

●

Competitive pressures affecting loan and deposit rates

●

Economic conditions

●

Consumer reaction to interest rate changes

As a result of the many assumptions, this information should not be relied upon to predict future results. Additionally, both of the analyses discussed below do not consider any action that management could take to minimize or offset the negative effect of changes in interest rates. These tools are used to assist management in identifying possible areas of risk in order to address them before a greater risk is posed. Back testing of the model is completed to compare actual results to projections to ensure the validity of the assumptions in the model. The back testing analyses indicate that the model assumptions are reliable.

Changes in Net Interest Income

The change in net interest income measures the amount of net interest income fluctuation that would be experienced over one year, assuming interest rates change immediately and remain the same for one year. This is considered to be a short-term view of interest rate risk. The analysis of changes in net interest income due to changes in interest rates is commonly referred to as interest rate sensitivity. The Corporation’s interest rate sensitivity analysis indicates that if interest rates were to change immediately, the Corporation would realize less net interest income in all up and down rate scenarios. In past years, the Corporation was generally showing asset sensitivity meaning in a rates-up environment, assets would reprice faster than liabilities resulting in higher net interest income. In the past year, this increase in net interest income shifted to a decline primarily due to the increased impact from a higher cost of funds if rates continue to rise. While the Corporation would recognize higher interest income on its variable-rate assets, it would also now be repricing liabilities at a much faster pace resulting in increased interest expense that would offset the rise in interest income. Likewise, in the down-rate scenarios, asset yields would decline in conjunction with market rate moves, while deposit repricing would be slower to retain existing deposit balances.

The second quarter of 2024 analysis projects net interest income expected in the seven rate scenarios over a one-year time horizon. As of June 30, 2024, the Corporation was within guidelines for the maximum amount of net interest income change in all rate scenarios.

The assumptions and analysis of interest rate risk are based on historical experience during varied economic cycles. Management believes these assumptions to be appropriate; however, actual results could vary significantly. Management uses this analysis to identify trends in interest rate sensitivity and determine if action is necessary to mitigate asset liability risk.

Changes in Net Portfolio Value

The change in net portfolio value is considered a tool to measure long-term interest rate risk. The analysis measures the exposure of the balance sheet to valuation changes due to changes in interest rates. The calculation of net portfolio value discounts future cash flows to the present value based on current market rates. The change in net portfolio value estimates the gain or loss in value that would occur on market sensitive instruments given an interest rate increase or decrease in the same seven scenarios mentioned above. As of June 30, 2024, the Corporation was within guidelines for all rate scenarios except the down-300 basis point scenario. The Corporation shows a favorable benefit to net portfolio value in the rising rate scenarios, due primarily to the large amount of core deposits on the Corporation’s balance sheet. The non-interest bearing demand deposit accounts and low-interest bearing checking, NOW, and money market accounts provide more benefit to the Corporation when interest rates are higher and the difference between the overnight funding costs compared to the average interest bearing core deposit rates are greater. As interest rates increase, the discount rate used to value the Corporation’s interest bearing accounts increases, causing a lower net present value for these interest-bearing deposits. This improves the modeling of the Corporation’s fair value risk to higher interest rates as the liability amounts decrease causing a higher net portfolio value of the Corporation’s balance sheet. However, as interest rates decrease, the discount rate used to value the Corporation’s interest bearing accounts decreases, causing a higher net present value for these interest-bearing deposits.

The analysis shows a valuation loss in the down rate scenarios. Policy allows for a valuation decline of 30% for the down-300 basis point scenario and actual projected results show a valuation decline of 33%. While this loss is outside of policy guidelines, it is unlikely that rates would move down immediately by 300 basis points. The Corporation will continue to monitor these measurements in the down-rate scenarios and adjust balance sheet structure as necessary to prepare for future potential lower rates.

The weakness with the net portfolio value analysis is that it assumes liquidation of the Corporation rather than as a going concern. For that reason, it is considered a secondary measurement of interest rate risk to “Changes in Net Interest Income” discussed above. However, the net portfolio value analysis is a more important tool to measure the impact of interest rate changes to capital. In the current regulatory climate, the focus is on ensuring adequate asset liability modeling is being done to project the impact of very large interest rate increases on capital. The asset liability modeling currently in place measures the impact of such a rate change on the valuation of the Corporation’s loans, securities, deposits, and borrowings, and the resulting impact to capital. Management continues to analyze additional scenario testing to model “worst case” scenarios to adequately plan for the possible severe impact of such events.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.

Management carried out an evaluation, under the supervision and with the participation of the Chief Executive Officer (Principal Executive Officer) and Treasurer (Principal Financial Officer), of the effectiveness of the design and the operation of the Corporation’s disclosure controls and procedures (as such term as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2024, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer (Principal Executive Officer) along with the Treasurer (Principal Financial Officer) concluded that the Corporation’s disclosure controls and procedures as of June 30, 2024, are effective to ensure that information required to be disclosed in the reports that the company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

(b) Changes in Internal Controls.

There have been no changes in the Corporation’s internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

PART II – OTHER INFORMATION

June 30, 2024

Item 1. Legal Proceedings

Management is not aware of any litigation that would have a material adverse effect on the consolidated financial position or results of operations of the Corporation or its subsidiaries taken as a whole. There are no proceedings pending other than ordinary routine litigation incident to the business of the Corporation. In addition, no material proceedings are pending, are known to be threatened, or contemplated against the Corporation by governmental authorities.

Item 1A. Risk Factors

The Corporation continually monitors the risks related to the Corporation’s business, other events, the Corporation’s Common Stock, and the Corporation’s industry. There have been no material changes in risk factors applicable to the Corporation from those disclosed in "Risk Factors" in Item 1A of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2023.

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

Purchases

The following table details the Corporation’s purchase of its own common stock during the three months ended June 30, 2024.

Issuer Purchase of Equity Securities

Total Number of

Maximum Number

Total Number

Average

Shares Purchased

of Shares that May

of Shares

Price Paid

as Part of Publicly

Yet be Purchased

Period

Purchased

Per Share

Announced Plans *

Under the Plan *

April 2024

5,000

14.79

5,000

99,812

May 2024

5,000

15.05

5,000

94,812

June 2024

5,000

14.80

5,000

89,812

Total

15,000

* On October 21, 2020, the Board of Directors of the Corporation approved a plan to repurchase, in open market and privately negotiated transactions, up to 200,000 shares of its outstanding common stock. The first purchase of common stock under this plan occurred on October 28, 2020. By June 30, 2024, a total of 110,188 shares were repurchased at a total cost of $1,808,313 for an average cost per share of $16.41.

Item 3. Defaults Upon Senior Securities – Nothing to Report

Item 4. Mine Safety Disclosures – Not Applicable

Item 5. Other Information

During the three months ended June 30, 2024, no director or officer of the Corporation adopted or terminated a Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits:

Exhibit No.	Description
3(i)	Articles of Incorporation of the Registrant, as amended (Incorporated by reference to Exhibit 3.1 of the Corporation’s Form 8-K  filed with the SEC on June 7, 2019)
3 (ii)	By-Laws of the Registrant, as amended. (Incorporated herein by reference to Exhibit 3.2 of the Corporation’s Form 8-K filed with the SEC on July 21, 2021.)
10.1	Form of Deferred Income Agreement.  (Incorporated herein by reference to Exhibit 10.1 of the Corporation’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2008.)
10.2	2022 Employee Stock Purchase Plan (Incorporated herein by reference to Appendix A to the Corporation’s Definitive Proxy Statement filed with the SEC on April 4, 2022.)
10.3	2020 Non-Employee Directors’ Stock Plan.  (Incorporated herein by reference to Exhibit 99.1 of the Corporation’s Form S-8 filed with the SEC on June 3, 2020.)
10.4	Employment Agreement by and among ENB Financial Corp, The Ephrata National Bank and Chad E. Neiss dated as of October 28, 2022. (Incorporated herein by reference to Exhibit 10.1 of the Corporation's Form 8-K filed with the SEC on November 1, 2022.)
10.5	Employment Agreement by and among ENB Financial Corp, The Ephrata National Bank and Jeffrey S. Stauffer dated as of October 28, 2022. (Incorporated herein by reference to Exhibit 10.2 of the Corporation's Form 8-K filed with the SEC on November 1, 2022.)
10.6	Employment Agreement by and among ENB Financial Corp, The Ephrata National Bank and Rachel G. Bitner dated as of October 28, 2022. (Incorporated herein by reference to Exhibit 10.4 of the Corporation's Form 8-K filed with the SEC on November 1, 2022.)
10.7	Employment Agreement by and among ENB Financial Corp, The Ephrata National Bank and Joselyn D. Strohm dated as of June 5, 2023. (Incorporated herein by reference to Exhibit 10.1 of the Corporation's Form 8-K filed with the SEC on June 7, 2023.)
31.1	Section 302 Chief Executive Officer Certification (Required by Rule 13a-14(a)).
31.2	Section 302 Principal Financial Officer Certification (Required by Rule 13a-14(a)).
32.1	Section 1350 Chief Executive Officer Certification (Required by Rule 13a-14(b)).
32.2	Section 1350 Principal Financial Officer Certification (Required by Rule 13a-14(b)).
101	Interactive Data Files
104	Cover Page Interactive Data File

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ENB Financial Corp
	(Registrant)
Dated: August 13, 2024	By:	/s/  Jeffrey S. Stauffer
		Jeffrey S. Stauffer
		Chairman of the Board
		Chief Executive Officer and President
		Principal Executive Officer
Dated: August 13, 2024	By:	/s/  Rachel G. Bitner
		Rachel G. Bitner
		Treasurer
		Principal Financial Officer