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MUNCY COLUMBIA FINANCIAL Corp

For the period ended Dec 31, 2023. Filed Mar 12, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 12, 2024

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Item 8. Financial Statements and Supplementary Data

​ · ​ · December 31, · ​
(In Thousands, Except Share and Per Share Data)​2023​2022​
ASSETS​​​​​
Cash and due from banks​$14,614​​$9,750​​
Interest-bearing deposits in other banks​3,763​3,333​
Federal funds sold​—​1​
Total cash and cash equivalents​18,377​13,084​
Interest-bearing time deposits​979​—​
Available-for-sale debt securities, at fair value​413,302​341,051​
Marketable equity securities, at fair value​1,295​1,077​
Restricted investment in bank stocks, at cost​10,394​3,223​
Loans held for sale​366​4,568​
Loans receivable​1,068,429​527,729​
Allowance for credit losses​(9,302)(7,279)
Loans, net​1,059,127​520,450​
Premises and equipment, net​27,569​12,514​
Foreclosed assets held for sale​170​—​
Accrued interest receivable​5,362​2,222​
Bank-owned life insurance​40,209​21,859​
Investment in limited partnerships​5,828​3,745​
Deferred tax asset, net​12,634​8,377​
Goodwill​25,609​7,937​
Core deposit intangible, net​11,895​—​
Other assets​6,663​3,907​
TOTAL ASSETS​$1,639,779​​$944,014​​
LIABILITIES​​​​​
Interest-bearing deposits​$884,654​​$500,480​​
Noninterest-bearing deposits​266,015​181,845​
Total deposits​1,150,669​682,325​
Short-term borrowings​252,532​171,741​
Long-term borrowings​70,448​24​
Accrued interest payable​2,358​187​
Other liabilities​9,947​3,795​
TOTAL LIABILITIES​1,485,954​858,072​
STOCKHOLDERS’ EQUITY​​​​​
Common stock, par value $1.25 per share; 15,000,000 shares authorized; issued 3,834,976 and outstanding 3,570,276 at December 31, 2023; issued 2,343,835 and outstanding 2,079,135 at December 31, 2022​4,794​2,930​
Additional paid-in capital​83,343​30,030​
Retained earnings​90,514​90,156​
Accumulated other comprehensive loss​(15,036)(27,384)
Treasury stock, at cost; 264,700 shares at December 31, 2023 and 2022​(9,790)(9,790)
TOTAL STOCKHOLDERS’ EQUITY​153,825​85,942​
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY​$1,639,779​​$944,014​​

​

​ · ​ · For the Years Ended December 31, · ​
(In Thousands, Except Share and Per Share Data)​2023​2022​
INTEREST AND DIVIDEND INCOME​​​​​
Interest and fees on loans:​​​​​
Taxable​$30,885​​$20,604​​
Tax-exempt​969​675​
Interest and dividends on investment securities:​​​​​
Taxable​5,030​4,321​
Tax-exempt​917​185​
Dividend and other interest income​318​198​
Federal funds sold​1​20​
Deposits in other banks​227​385​
TOTAL INTEREST AND DIVIDEND INCOME​38,347​26,388​
INTEREST EXPENSE​​​​​
Deposits​4,964​1,773​
Short-term borrowings​9,119​2,286​
Long-term borrowings​1,002​2​
TOTAL INTEREST EXPENSE​15,085​4,061​
NET INTEREST INCOME​23,262​22,327​
Provision (credit) for credit losses - loans​2,554​(1,810)
(Credit) provision for credit losses - off balance sheet credit exposures​(33)—​
TOTAL PROVISION (CREDIT) FOR CREDIT LOSSES​2,521​(1,810)
NET INTEREST INCOME AFTER PROVISION (CREDIT) FOR CREDIT LOSSES​20,741​24,137​
NON-INTEREST INCOME​​​​​
Service charges and fees​2,094​2,117​
Gain on sale of loans​276​478​
Earnings on bank-owned life insurance​503​652​
Brokerage fees​636​597​
Trust fees​885​845​
Losses on marketable equity securities​(119)(37)
Realized losses on available-for-sale debt securities, net​—​(1,236)
Interchange fees​1,839​1,720​
Other non-interest income​1,007​935​
TOTAL NON-INTEREST INCOME​7,121​6,071​
NON-INTEREST EXPENSE​​​​​
Salaries and employee benefits​11,618​10,406​
Occupancy​1,391​1,476​
Furniture and equipment​2,070​1,757​
Pennsylvania shares tax​365​412​
Professional fees​1,638​1,390​
Director’s fees​326​314​
Federal deposit insurance​478​262​
Telecommunications​323​351​
Automated teller machine and interchange​340​338​
Merger-related expenses​3,028​—​
Other non-interest expense​2,533​2,362​
TOTAL NON-INTEREST EXPENSE​24,110​19,068​
INCOME BEFORE INCOME TAX PROVISION​3,752​11,140​
INCOME TAX PROVISION​365​1,626​
NET INCOME​$3,387​​$9,514​​
EARNINGS PER SHARE - BASIC AND DILUTED​$1.49​​$4.58​​
WEIGHTED AVERAGE SHARES OUTSTANDING​2,279,808​2,078,218​

​

​ · ​ · For the Years Ended December 31, · ​
(In Thousands)​2023​2022​
Net Income​$3,387​​$9,514​​
Other comprehensive income (loss):​​​​​
Unrealized holding gains (losses) on available-for-sale debt securities​15,629​(32,249)
Tax effect​(3,281)6,773​
Net realized loss included in net income​—​1,236​
Tax effect​—​(260)
Other comprehensive income (loss), net​12,348​(24,500)
Comprehensive income (loss)​$15,735​​$(14,986​)

​

Consolidated Statements of Changes in Stockholders’ Equity

(In Thousands Except Share and Per Share Data) · ​ · Common Stock · ​ · AdditionalPaid-InCapital · ​ · RetainedEarnings · ​ · AccumulatedOtherComprehensiveLoss · ​ · TreasuryStock · ​ · TotalStockholders’Equity · ​
Shares · ​ · Amount · ​
Balance, December 31, 2021​2,342,184​$2,928​​$29,950​​$84,113​​$(2,884​)$(9,765​)$104,342​​
Net income​—​—​—​9,514​—​—​9,514​
Other comprehensive loss​—​—​—​—​(24,500)—​(24,500)
Common stock issuance under dividend reinvestment and stock purchase plans​1,651​2​72​—​—​—​74​
Recognition of employee stock purchase plan expense​—​—​8​—​—​—​8​
Purchase of treasury stock (500 shares)​—​—​—​—​—​(25)(25)
Cash dividends ($1.67 per share)​—​—​—​(3,471)—​—​(3,471)
​​​​​​​​​​​​​​​
Balance, December 31, 2022​2,343,835​$2,930​​$30,030​​$90,156​​$(27,384​)$(9,790​)$85,942​​
Net income​—​—​—​3,387​—​—​3,387​
Other comprehensive income​—​—​—​—​12,348​—​12,348​
Common stock issuance under dividend reinvestment and stock purchase plans​2,181​3​74​—​—​—​77​
Recognition of employee stock purchase plan expense​—​—​8​—​—​—​8​
Cash dividends ($1.71 per share)​—​—​—​(3,557)—​—​(3,557)
Shares issued for acquisition of Muncy Bank Financial, Inc.​1,488,960​1,861​53,231​—​—​—​55,092​
Cumulative effect of adoption of ASU 2016-13​—​—​—​528​—​—​528​
Balance, December 31, 2023​3,834,976​$4,794​​$83,343​​$90,514​​$(15,036​)$(9,790​)$153,825​​

​

​ · ​ · Years Ended December 31, · ​
(In Thousands)​2023​2022​
OPERATING ACTIVITIES​​​​​
Net Income​$3,387​​$9,514​​
Adjustments to reconcile net income to net cash provided by operating activities:​​​​​
Provision (credit) for credit losses​2,521​(1,810)
Depreciation and amortization of premises and equipment​790​662​
Amortization and accretion of loans​(948)—​
Amortization and accretion of deposits​176​—​
Losses on marketable equity securities​119​37​
Realized losses on available-for-sale debt securities, net​—​1,236​
Amortization and accretion of investment securities​347​840​
Loss on disposal of premises and equipment​62​—​
Deferred income taxes​(200)67​
Gain on sale of loans​(276)(478)
Proceeds from sale of mortgage loans​13,286​15,428​
Originations of mortgage loans held for resale​(12,395)(15,583)
Amortization of intangibles​183​—​
Amortization of investment in limited partnerships​283​213​
Increase in accrued interest receivable​(869)(732)
Earnings on bank-owned life insurance​(503)(426)
Gain on settlement of bank-owned life insurance claims​—​(226)
Increase (decrease) in accrued interest payable​787​(19)
Other, net​329​940​
Net cash provided by operating activities​7,079​9,663​
INVESTING ACTIVITIES​​​​​
Net cash and cash equivalents provided by business combination​7,845​—​
Available-for-sale debt securities:​​​​​
Purchases​(789)(99,145)
Proceeds from sales​—​38,629​
Proceeds from paydowns, calls and maturities​36,847​24,208​
Purchase of bank-owned life insurance​(45)(844)
Proceeds from redemption of restricted investment in bank stocks​7,097​518​
Purchase of restricted investment in bank stocks​(6,098)(681)
Net increase in loans​(32,420)(60,494)
Proceeds from sale of other real estate owned​—​18​
Purchase of investment in limited partnership​(2,366)(2,459)
Acquisition of premises and equipment​(968)(299)
Net cash provided by (used for) investing activities​9,103​(100,549)
FINANCING ACTIVITIES​​​​​
Net decrease in deposits​(53,125)(19,170)
Net increase in short-term borrowings​20,720​29,023​
Proceeds from long-term borrowings​25,000​—​
Repayment of long-term borrowings​(4)(4)
Acquisition of treasury stock​—​(25)
Proceeds from issuance of common stock​77​74​
Cash dividends paid​(3,557)(3,471)
Net cash (used for) provided by financing activities​(10,889)6,427​
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS​5,293​(84,459)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD​13,084​97,543​
CASH AND CASH EQUIVALENTS, END OF PERIOD​$18,377​​$13,084​​

​

​ · ​ · Years Ended December 31, · ​
(In Thousands)​2023​2022​
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION​​​​​
Interest paid​$12,914​​$4,080​​
Income taxes paid​975​1,375​
Loans transferred to other real estate owned​170​18​
Loans held for sale transferred to loans​3,587​—​
Early termination of right-of-use asset​—​563​
Early termination of lease liability​—​563​
Bank-owned life insurance death benefit receivable​—​601​

See Note 2 for additional information on the noncash effects of business combination

​

**MUNCY COLUMBIA FINANCIAL CORPORATION

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of Muncy Columbia Financial Corporation (the “Corporation”) are in accordance with the accounting principles generally accepted in the United States of America and conform to common practices within the banking industry. The more significant policies follow:

Principles of Consolidation

The consolidated financial statements include the accounts of Muncy Columbia Financial Corporation and its wholly-owned subsidiary, Journey Bank (the “Bank”). All significant inter-company balances and transactions have been eliminated in consolidation.

Nature of Operations

The Corporation is a financial holding company that provides full-service banking, including trust and financial services, through the Bank, to individuals and corporate customers. The Bank has twenty-two offices covering five Counties in Northcentral Pennsylvania. As discussed further in Note 2, in 2023 the Corporation expanded its operations by acquiring Muncy Bank Financial, Inc. The Corporation and Bank are subject to the regulation of the Pennsylvania Department of Banking, the Federal Deposit Insurance Corporation, and the Federal Reserve Bank of Philadelphia.

Procuring deposits and making loans are the major lines of business. The deposits are mainly deposits of individuals and small businesses and include various types of checking accounts, statement savings, money market accounts, interest checking accounts, individual retirement accounts, and certificates of deposit. The Bank also offers non-insured “Repo sweep” accounts which are collateralized by pledged securities. Lending products include commercial, consumer, and mortgage loans. Trust services include administration of various estates, pension plans, self-directed IRA’s and other services. Financial services are offered through a third-party brokerage arrangement. These services include a full line of stocks, bonds and other non-insured financial products which are offered through the Bank’s investment center.

Segment Reporting

The Bank is an independent community financial services provider and offers traditional banking and related financial services to individual, business and government customers. Through its branch, remote capture, internet banking, telephone, mobile banking, and automated teller machine network, the Bank offers a full array of commercial and retail financial services, including the taking of time, savings, and demand deposits; the making of commercial, consumer and mortgage loans; and the providing of other financial services. The Bank also performs personal, corporate, pension and fiduciary services as well as offers diverse investment products through its investment center.

Management does not separately allocate expenses, including the cost of funding loan demand, between the commercial, retail, trust and investment center operations of the Corporation. As such, discrete financial information is not available and segment reporting would not be meaningful.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant changes include the allowance for credit losses and fair values of available-for-sale debt securities based on estimates from independent valuation services or from brokers. Assumptions and factors used in the estimates are evaluated on an annual basis or whenever events or changes in circumstances indicate that the previous assumptions and factors have changed. The result of the analysis could result in adjustments to the estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and in banks and federal funds sold. Interest-earning deposits have original maturities of 90 days or less. Net cash flows are reported for loan, deposit, and short-term borrowing transactions.

​

Interest-Bearing Time Deposits

Interest-bearing time deposits have original maturities in excess of one year and are carried at cost.

Available-for-Sale Debt Securities

Debt securities classified as available-for-sale are carried at fair value with unrealized gains and losses, net of the related tax effects, reflected as a separate component of stockholders’ equity. Investment securities are classified at the time of purchase, based on management’s intention and ability, as securities held-to-maturity, securities available-for-sale, or securities held for trading. Debt securities acquired with the intent and ability to hold to maturity are stated at cost, adjusted for amortization of premium and accretion of discount, which are computed using the interest method and recognized as adjustments of interest income. Debt securities which are held principally as a source of liquidity are classified as available-for-sale. Debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and reported at fair value, with unrealized gains and losses included in current earnings. Realized security gains and losses are computed using the specific identification method. The Corporation does not hold any held-to-maturity or trading securities as of December 31, 2023 and 2022. Interest and dividends on investment securities are recognized as income when earned.

Allowance for Credit Losses – Available-for-Sale Debt Securities

The Bank measures expected credit losses on available-for-sale debt securities when the Bank does not intend to sell, or when it is not more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For available-for-sale debt securities that do not meet the aforementioned criteria, the Bank evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Bank considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this evaluation indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, equal to the amount that the fair value is less than the amortized cost basis. Economic forecast data is utilized to calculate the present value of expected cash flows. The Bank obtains its forecast data through a subscription to a widely recognized and relied up company who publishes various forecast scenarios. Management evaluates the various scenarios to determine a reasonable and supportable scenario, and utilizes a single scenario in the model. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

The allowance for credit losses on available-for-sale debt securities is included within investment securities available-for-sale on the Consolidated Balance Sheets. Changes in the allowance for credit losses are recorded within provision for credit losses on the Consolidated Statements of Income. Losses are charged against the allowance for credit losses when the Bank believes the collectability of an available-for-sale security is in jeopardy or when either of the criteria regarding intent or requirement to sell is met.

Accrued interest receivable on available-for-sale debt securities totaled $1,644,000 at December 31, 2023 and is included within accrued interest receivable on the Consolidated Balance Sheets. This amount is excluded from the estimate of expected credit losses. Available-for-sale debt securities are typically classified as non-accrual when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about the further collectability of principal or interest. When available-for-sale debt securities are placed on non-accrual status, unpaid interest credited to income is reversed.

Credit Losses on Investment Securities – Prior to Adopting ASU 2016-13

The Corporation adopted Accounting Standards Update (“ASU”) No. 2016-13 effective January 1, 2023. Financial statement amounts related to available-for-sale debt securities recorded as of December 31, 2022 and for the period ended December 31, 2022 are presented in accordance with the accounting polices described in the following sections.

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. In determining OTTI, management considers many factors, including (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the entity has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

​

When other-than-temporary-impairment occurs, the amount of the other-than-temporary-impairment recognized in earnings depends on whether an entity intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss. If an entity intends to sell or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary impairment shall be recognized in earnings equal to the entire difference between the investments amortized cost basis and its fair value at the balance sheet date. If an entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis less any current-period loss, the other-than-temporary impairment shall be separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings. The amount of the total other-than-temporary impairment related to the other factors shall be recognized in other comprehensive income, net of applicable taxes. The previous amortized cost basis less the other-than-temporary-impairment recognized in earnings shall become the new amortized cost basis of the investment.

The Corporation invests in various forms of agency debt including mortgage-backed securities and callable agency debt. The fair value of these securities is influenced by market interest rates, prepayment speeds on mortgage securities, bid to offer spreads in the market place and credit premiums for various types of agency debt. These factors change continuously and therefore the fair market value of these securities may be higher or lower than the Corporation’s carrying value at any measurement date. The Corporation does not consider the debt securities contained in the previous table to be other-than-temporarily impaired since it has both the intent and ability to hold the securities until a recovery of fair value, which may be maturity.

Marketable Equity Securities

Marketable equity securities are carried at fair value with unrealized and realized gains and losses included in net income.

Restricted Investment in Bank Stocks

Restricted investment in bank stocks represent required investments in the common stock of correspondent banks and consists of common stock of the Federal Home Loan Bank of Pittsburgh (“FHLB”) of $10,294,000 and $3,188,000 at December 31, 2023 and 2022, respectively, and other correspondent banks of $100,000 and $35,000 at December 31, 2023 and 2022, respectively. As no active market exists for this stock, it is carried at cost. As a member of the FHLB, the Bank is required to maintain an investment in FHLB stock based on advances and other criteria. The Bank evaluated its holding of restricted stock and noted no credit loss at December 31, 2023 and 2022.

Loans Held for Sale

Mortgage loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or estimated fair value, as determined by outstanding commitments from investors. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings.

Mortgage loans held for sale are generally sold with servicing rights retained; the mortgage servicing rights are recognized as assets upon the sale. See further information for accounting for these assets under “Mortgage Servicing Rights.” Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold.

Loans Receivable

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at unpaid principal balance, net of unamortized deferred loan fees and costs, and an allowance for credit losses. Interest on fixed rate real estate loans and most business loans is accrued using a 360-day year. Interest on other loans is accrued over the term of each loan generally using the simple interest method based on a 365-day year. The Corporation recognizes nonrefundable loan origination fees and certain direct loan origination costs over the life of the related loans as an adjustment of loan yield using the interest method.

A loan is considered past due when a required payment is not received by the scheduled due date and is considered delinquent when it is 30 days or more past due. Loans are placed on nonaccrual status when principal or interest is past due 90 days or more and the collection of interest is doubtful, except for residential mortgage loans secured by 1-4 family dwellings. Residential mortgage loans are placed on nonaccrual status when it is established that funds are not available for repayment. Interest accrued but not collected as of the date of placement on nonaccrual status is reversed and charged against current income. Interest income on nonaccrual loans is recognized only to the extent of interest payments received. Loans are returned to the accrual status when the borrower makes six consecutive payments by the due date.

​

Purchased Credit Deteriorated (“PCD”) Loans

The Corporation purchased loans in connection with its acquisition of Muncy Bank Financial, Inc. in 2023, some of which had, at the acquisition date, experienced more than insignificant credit deterioration since origination. The Corporation considers several factors as indicators that an acquired loan has evidence of deterioration in credit quality. These factors include loans classified as nonaccrual, loans with a risk rating of watch or worse, loans past due 30 days and over and still accruing, loans that are current but were more than 60 days past due at least once since origination and loans that are current but were delinquent 30 days, more than 3 times, since origination. PCD loans are recorded at the amount paid. An allowance for credit losses is determined on a collective basis and is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized costs basis and the par value of the loan is noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through the provision for credit losses.

Allowance for Credit Losses – Loans

The allowance for credit losses (“ACL”) is a valuation reserve established and maintained by charges against income and is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. Loans, or portions thereof, are charged off against the ACL when they are deemed uncollectible. Expected recoveries do not exceed the aggregate of the amounts previously charged-off and expected to be charged-off.

The ACL is an estimate of expected credit losses, measured over the contractual life of a loan that considers our historical loss experience, current conditions and forecasts of future economic conditions. Determination of an appropriated ACL inherently subjective and may have significant changes from period to period.

The methodology for determining the ACL has two main components: evaluation of expected credit losses for certain groups of homogeneous loans that share similar risk characteristics and evaluation of loans that do not share risk characteristics with other loans.

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

Residential real estate

Commercial real estate

Commercial and industrial

Consumer and other

Historical credit loss experience is the basis for the estimation of expected credit losses. We apply historical loss rates to pools of loans with similar risk characteristics. After consideration of the historic loss calculation, management may apply qualitative adjustments to reflect the current conditions and reasonable and supportable forecasts not already reflected in the historical loss information at the balance sheet date. Our reasonable and supportable forecast adjustment is based on various economic forecasts, unemployment forecast and management judgment. For periods beyond our reasonable and supportable forecast, we revert to historical loss rates utilizing a straight-line method over a one-year reversion period.

The Bank has elected to exclude accrued interest receivable from the measurement of its ACL totaling$3,714,000 at December 31, 2023. When a loan is placed on non-accrual status, any outstanding accrued interest is reversed against interest income.

The ACL for individual loans begins with the use or normal credit review procedure to identify whether a loan no longer shares similar risk characteristics with other pooled loans and therefore, should be individually assessed. We evaluate all commercial loans that meet the following criteria: (1) when it is determined that foreclosure is probable; or (2) substandard, doubtful and nonperforming loans when repayment is expected to be provided substantially through the operation or sale of the collateral; or (3) when it is determined by management that a loan does not share similar risk characteristics with other loans. Specific reserves are established based on the following three acceptable methods for measuring the ACL: (1) the present value of expected future cash flows discounted at the loan’s original effective interest rate; (2) the loan’s observable market price; or (3) the fair value of the collateral when the loan is collateral dependent. Our individual loan evaluations consist primarily of the fair value of collateral method because most of our loans are collateral dependent. Collateral values are discounted to consider dispositions costs when appropriate. A specific reserve is established or a charge-off is taken if the fair value of the loan is less than the loan balance.

​

Allowance for Loan Losses – Prior to Adopting ASU 2016-13

The Corporation adopted ASU No. 2016-13 effective January 1, 2023. Prior to the adoption of ASU 2016-13 the Bank calculated its allowance for loan losses using an incurred loan loss methodology. Financial statement amounts related to the allowance for loan losses recorded as of December 31, 2022 and for the period ended December 31, 2022 are presented in accordance with the accounting polices described in the following sections.

The allowance for loan losses is established through provisions for loan losses charged against income. Loan amounts deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is maintained at a level established by management to be adequate to absorb estimated potential loan losses. Management’s periodic evaluation of the adequacy of the allowance for loan losses is based on the Corporation’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions, and other relevant factors. This evaluation is inherently subjective as it requires significant estimates, including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change.

In addition, the Bank is subject to periodic examination by its federal and state examiners, and may be required by such regulators to recognize additions to the allowance for loan losses based on their assessment of credit information available to them at the time of their examinations.

In addition, an allowance is provided for possible credit losses on off-balance sheet credit exposures. The allowance is estimated by management and is classified in other liabilities.

The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired. At the present time, select loans are not aggregated for collective impairment evaluation, as such, all loans are subject to individual impairment evaluation should the facts and circumstances pertinent to a particular loan suggest that such evaluation is necessary. Factors considered by management in determining impairment include payment status and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the liquidation of the collateral. Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a troubled debt restructuring is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral. For troubled debt restructurings that subsequently default, the Bank determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses.

The general component covers all other loans not identified as impaired and is based on historical losses adjusted for current factors. The historical loss component of the allowance is determined by losses recognized by portfolio segment over the preceding five years. In calculating the historical component of our allowance, we aggregate our loans into one of five portfolio segments: Commercial, Financial & Agriculture, Tax-exempt, Commercial Real Estate, Consumer Real Estate, and Installment Loans to Individuals. Risk factors impacting loans in each of the portfolio segments include broad deterioration of property values, reduced consumer and business spending as a result of continued high unemployment and reduced credit availability and lack of confidence in a sustainable recovery. Actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment. These economic factors include consideration of the following: the concentration of watch and substandard loans as a percentage of total loans, levels of loan concentration within the portfolio segment or division of a portfolio segment and broad economic conditions.

A loan is considered to be a troubled debt restructuring (“TDR”) loan when the Bank grants a concession to the borrower because of the borrower’s financial condition that it would not otherwise consider. Such concessions include the reduction of interest rates, forgiveness of principal or interest, extending repayment terms, creating balloon options or other modifications that would not be typically offered to new borrowers with acceptable credit risk.

​

Allowance for Credit Losses – Off-Balance Sheet Credit Exposures

Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit. The Corporation’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded.

The Corporation records an allowance for credit losses on off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally cancelable, through a charge to provision for unfunded commitments in the Corporation’s Consolidated Statements of Income. The allowance for credit losses on off-balance sheet credit exposures is estimated by loan segment at each balance sheet date under the current expected credit loss model, taking into consideration the likelihood that funding will occur. The allowance for off-balance sheet exposures is included in other liabilities in the Corporation’s Consolidated Balance Sheets and the related credit loss expense is recorded in the Consolidated Statements of Income.

Mortgage Servicing Rights

When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sale of loans. Fair value is based on market prices for comparable mortgage servicing contracts, when available or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into non-interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans. Mortgage servicing rights are reported in other assets on the Consolidated Balance Sheets. Servicing rights are evaluated for impairment annually based upon the fair value of the rights as compared to the carrying amount. Significant inputs to the fair value of mortgage servicing rights include expected net servicing income to be received, the expected life of the underlying loans and the discount rate. No impairment losses on mortgage servicing rights were recorded for the years ended December 31, 2023 and 2022.

Total loans serviced for the benefit of others amounted to$256,993,000 and$195,143,000 at December 31, 2023 and 2022, respectively, and are not included in the Consolidated Balance Sheets. Servicing fee income, which is reported on the Consolidated Statements of Income as other non-interest income, is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal; or a fixed amount per loan and are recorded as income when earned. The amortization of mortgage servicing rights is netted against loan servicing fee income. Net servicing fees totaled$313,000 and$329,000 for the years ended December 31, 2023 and 2022, respectively.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Corporation, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Foreclosed Assets Held for Sale

Foreclosed assets are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and assets are carried at the lower of the carrying amount or fair value less cost to sell. Net operating expenses and gains and losses realized from disposition are included in non-interest expense and income, respectively, within the Consolidated Statements of Income. The carrying amount of foreclosed residential real estate properties held as a result of obtaining physical possession were$0 at December 31, 2023 and 2022, respectively. The recorded investment of consumer mortgage loans secured by residential real properties for which formal foreclosure proceedings were in process were$252,000 and$221,000 at December 31, 2023 and 2022, respectively.

Premises and Equipment

Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation computed principally on the straight-line method over the estimated useful lives of the assets. Maintenance and minor repairs are charged to operations as incurred. The cost and accumulated depreciation of the premises and equipment retired or sold are eliminated from the property accounts at the time of retirement or sale, and the resulting gain or loss is reflected in current operations.

​

Intangible Assets – Goodwill

Goodwill arises from business combinations and is determined as the excess of the fair value of the consideration transferred over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. The Corporation has recorded net goodwill of$25,609,000 and$7,937,000 at December 31, 2023 and 2022, respectively, related to the 2023 acquisition of Muncy Bank Financial, Inc. and its subsidiary, The Muncy Bank & Trust Company, and the 2008 acquisition of Columbia Financial Corporation and its subsidiary, First Columbia Bank & Trust Co. Goodwill acquired in a business combination is determined to have an indefinite useful life and is not amortized, but tested for impairment at least annually or more frequently if events and circumstances exists that indicate an impairment test should be performed. Any impairment of goodwill results in a charge to income. Goodwill is tested for impairment at the reporting unit level and an impairment loss is recorded to the extent that the carrying amount of goodwill exceeds its implied fair value. The Corporation employs general industry practices in evaluating the impairment of its goodwill and other intangible assets. Based upon its evaluation, management determined there was no impairment of goodwill during 2023 or 2022. No assurance can be given that future impairment tests will not result in a charge to earnings.

Intangible Assets – Core Deposit Intangible

The Corporation recorded a core deposit intangible asset in 2023 related to the deposit premium paid for the acquisition of Muncy Bank Financial Inc.’s subsidiary, The Muncy Bank & Trust Company. This intangible asset is being amortized on a sum of the years digits method over 10 years and has a net carrying value of$11,895,000 as of December 31, 2023. The recoverability of the carrying value is evaluated on an ongoing basis, and permanent declines in value, if any, are charged to expense. Amortization of the core deposit intangible amounted to$183,000 for the year ended December 31, 2023.

The estimated amortization expense of the core deposit intangible over its remaining life is as follows:

(In Thousands):​​​
2024​$2,178​​
2025​1,958​
2026​1,738​
2027​1,519​
2028​1,299​
Thereafter​3,203​
Total​$11,895​​

Bank-Owned Life Insurance

The Corporation has purchased life insurance policies on certain officers and directors. Bank-owned life insurance is recorded at its cash surrender value, or the amount that can be realized. Increases in the cash surrender value, and gains received upon the death of an insured, are recognized as a component of non-interest income within the Consolidated Statements of Income. The policies can be liquidated, if necessary, with tax costs associated. However, the Corporation intends to hold these policies and accordingly, the Corporation has not provided for deferred income taxes on the earnings from the increase in cash surrender value.

Investments in Limited Partnerships

The Corporation is a limited partner in six partnerships at December 31, 2023 that provide low income housing in the Corporation’s geographic market area. The investments are accounted for under the effective yield method. Under the effective yield method, the Corporation recognizes tax credits as they are allocated and amortizes the initial cost of the investment to provide a constant effective yield over the period that the tax credits are allocated to the Corporation. Under this method, the tax credits allocated, net of any amortization of the investment in the limited partnerships, are recognized in the Consolidated Statements of Income as a component of income tax expense. The amount of tax credits allocated to the Corporation was$484,000 and the amortization of the investments in limited partnerships was$346,000 in 2023. The amount of tax credits allocated to the Corporation was$234,000 and the amortization of the investments in limited partnerships was$213,000 in 2022. The carrying value of the Corporation’s investments in limited partnerships was$5,828,000 and$3,745,000 at December 31, 2023 and 2022, respectively.

Income Taxes

The provision for income taxes is based on the results of operations, adjusted primarily for tax-exempt income. Certain items of income and expense are reported in different periods for financial reporting and tax return purposes. Deferred tax assets and liabilities are determined based on the differences between the consolidated financial statement and income tax basis of assets and liabilities measured by using the enacted tax rates and laws expected to be in effect when the timing differences are expected to reverse. Deferred tax expense or benefit is based on the difference between deferred tax asset or liability from period to period.

​

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, the projected future taxable income and tax planning strategies in making this assessment. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

The Corporation and the Bank are subject to U.S. federal income tax and Commonwealth of Pennsylvania tax. With limited exceptions, the Corporation is no longer subject to examination by Federal or State taxing authorities for years prior to 2020. At December 31, 2023 and December 31, 2022 the Corporation did not have any unrecognized tax benefits. The Corporation does not expect the amount of any unrecognized tax benefits to significantly increase in the next twelve months. The Corporation recognizes interest related to income tax matters as interest expense and penalties related to income tax matters as other noninterest expense. At December 31, 2023 and December 31, 2022, the Corporation does not have any amounts accrued for interest and/or penalties.

Per Share Data

Basic earnings per share are calculated by dividing net income by the weighted average number of shares of common stock outstanding at the end of each period. Diluted earnings per share are calculated by increasing the denominator for the assumed conversion of all potentially dilutive securities. The Corporation does not have any securities which have or will have a dilutive effect, so accordingly, basic and diluted per share data are the same. Treasury shares are not deemed outstanding for earnings per share calculations.

Cash Flow Information

For purposes of reporting consolidated cash flows, cash and cash equivalents include cash on hand and due from banks, interest-bearing deposits in other banks and federal funds sold. The Corporation considers cash classified as interest-bearing deposits with other banks as a cash equivalent because they are represented by cash accounts essentially on a demand basis. Federal funds are also included as a cash equivalent because they are generally purchased and sold for one-day periods.

Treasury Stock

The purchase of the Corporation’s common stock is recorded at cost. At the date of subsequent reissue, the treasury stock account is reduced by the cost of such stock on a last-in first-out basis.

Trust Assets and Income

Property held by the Corporation in a fiduciary or agency capacity for its customers is not included in the accompanying consolidated financial statements because such items are not assets of the Corporation and the Bank. Trust Department income is generally recognized on a cash basis and is not materially different than if it was reported on an accrual basis.

Advertising Costs

It is the Corporation’s policy to expense advertising costs in the period in which they are incurred. Advertising expenses for the years ended December 31, 2023 and 2022 were approximately $322,000 and $285,000, respectively.

Comprehensive Income (Loss)

The Corporation is required to present comprehensive income (loss) and its components in a full set of general-purpose financial statements for all periods presented. The Corporation’s other comprehensive income (loss) is composed exclusively of the net unrealized gains and losses attributable to available-for-sale debt securities.

​

Revenue Recognition

Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, management determined that the primary sources of revenue associated with financial instruments, including interest income on loans and investments, along with certain noninterest revenue sources including investment security gains, loan servicing charges, gains on the sale of loans, and earnings on bank owned life insurance are not within the scope of Topic 606. Noninterest income within the scope of Topic 606 is as follows:

Trust and Brokerage fees – Trust and investment advisory income is primarily comprised of fees earned from the management and administration of trusts and customer investment portfolios. The Corporation’s performance obligation is generally satisfied over a period of time and the resulting fees are billed monthly or quarterly, based upon the month end market value of the assets under management. Payment is generally received after month end through a direct charge to customers’ accounts. Other performance obligations (such as delivery of account statements to customers) are generally considered immaterial to the overall transactions price. Commissions on transactions are recognized on a trade-date basis as the performance obligation is satisfied at the point in time in which the trade is processed.

Service charges and fees – The Corporation has contracts with its deposit account customers where fees are charged if certain parameters are not met. These agreements can be cancelled at any time by either the Corporation or the deposit customer. Revenue from these transactions is recognized on a monthly basis as the Corporation has an unconditional right to the fee consideration. The Corporation also has transaction fees related to specific transactions or activities resulting from a customer request or activity that include overdraft fees, online banking fees, interchange fees, ATM fees and other transaction fees. All these fees are attributed to specific performance obligations of the Corporation where revenue is recognized at a defined point in time upon the completion of the requested service/transaction.

Interchange fees - The Corporation issues debit cards to consumer and business customers with checking deposit accounts. Debit card and ATM transactions are processed via electronic systems that involve several parties. The Corporation’s debit card and ATM transaction processing is executed via contractual arrangements with payment processing networks, a processor and a settlement bank. As described above, all deposit liabilities are considered to have one-day terms and therefore interchange revenue from customers’ use of their debit cards to initiate transactions are recognized in income at the time when the services are provided and related fees received in the Corporation’s deposit account with the settlement bank. Incremental costs associated with ATM and interchange processing are recognized as expense when incurred within noninterest expense in the Consolidated Statements of Income.

Other noninterest income – Other noninterest income consists of other recurring revenue streams such as safe deposit box rental fees, gain (loss) on sale of other real estate owned and other miscellaneous revenue streams. Safe deposit box rental fees are charged to the customer on an annual basis and recognized when billed. However, if the safe deposit box rental fee is prepaid (i.e. paid prior to issuance of annual bill), the revenue is recognized upon receipt of payment. The Corporation has determined that since rentals and renewals occur consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation. Gains and losses on the sale of other real estate owned are recognized at the completion of the property sale when the buyer obtains control of the real estate and all the performance obligations of the Corporation have been satisfied.

Reclassifications

Certain amounts in the consolidated financial statements of the prior years have been reclassified to conform to presentations used in the 2023 consolidated financial statements. Such reclassifications had no effect on the Corporation’s consolidated financial condition or net income.

Adoption of New Accounting Standards

In June 2016, the FASB issued ASU No.2016-13, “Financial Instruments – Credit Losses (Topics 326): Measurement of Credit Losses on Financial Instruments” and subsequent related updates. This ASU replaces the incurred loss methodology for recognizing credit losses and requires businesses and other organizations to measure the current expected credit losses (CECL) on financial assets measured at amortized cost, including loans and held-to-maturity securities, net investment in leases, off-balance sheet credit exposures such as unfunded commitments, and other financial instruments. In addition, ASC 326 requires credit losses on available-for-sale debt securities to be presented as an allowance rather than as a write-down when management does not intend to sell or believes that it is not more likely than not they will be required to sell. This guidance became effective on January 1, 2023 for the Corporation. The results reported for periods beginning after January 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable accounting standards.

​

The Corporation adopted this guidance, and subsequent related updates, using the modified retrospective approach for all financial assets measured at amortized cost, including loans, available-for-sale debt securities and unfunded commitments. On January 1, 2023, the Corporation recorded a cumulative effect increase to retained earnings of$528,000, net of tax, of which$490,000 related to loans,$38,000 related to unfunded commitments, and$0 related to available-for-sale securities. The Corporation has no held-to-maturity securities.

The Corporation adopted the provisions of ASC 326 related to presenting other-than-temporary impairment on available-for-sale debt securities prior to January 1, 2023 using the prospective transition approach, though no such changes had been recorded on the securities held by the Corporation as of the date of adoption.

The Corporation expanded the pooling utilized under the legacy incurred loss method to include additional segmentation based on risk. The impact of the change from the incurred loss model to the current expected credit loss model is detailed below.

​ · ​ · January 1, 2023 · ​
(In Thousands)​Pre-ASC 326Adoption​Impact ofASC 326Adoption​As ReportedUnderASC 326​
Assets:​​​​​​​
Allowance for Credit Losses - Loans​​​​​​​
Residential Real Estate​$3,077​​$(2,617​)$460​​
Commercial Real Estate​2,897​3,198​6,095​
Commercial and Industrial​1,041​(959)82​
Consumer and other​60​(39)21​
Unallocated​204​(204)—​
​ · $7,279​ · ​ · $(621)​ · $6,658​ · ​
Liabilities:​​​​​​​
Allowance for Credit Losses on​​​​
Off-Balance Sheet Credit Exposure​$65​​$(48)​$17​​

In March 2022, the FASB issued ASU No. 2022-02, “Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” The amendments eliminate the accounting guidance for troubled debt restructurings by creditors that have adopted CECL and enhance the disclosure requirements for modifications of receivables made with borrowers experiencing financial difficulty. In addition, the amendments require disclosure of current period gross write-offs by year of origination for financing receivables and net investments in leases in the existing vintage disclosures. This ASU became effective on January 1, 2023 for the Corporation. The adoption of this ASU resulted in updated disclosures within our financial statements but otherwise did not have a material impact on the Corporation’s consolidated financial statements.

2. BUSINESS COMBINATION

On April 18, 2023, CCFNB Bancorp, Inc. (“CCFNB”) and Muncy Bank Financial, Inc. (“MBF”) jointly announced the signing of a definitive merger agreement to combine the two companies in a strategic merger of equals. Effective November 11, 2023, the merger was completed. Under the terms of the Merger Agreement, (i) MBF merged with and into CCFNB, with CCFNB being the surviving entity, and (ii) The Muncy Bank & Trust Company merged with and into CCFNB’s wholly-owned banking subsidiary, First Columbia Bank & Trust Co. (“First Columbia Bank”), with First Columbia Bank being the surviving bank (the “Mergers”). In connection with the Mergers, CCFNB changed its name to Muncy Columbia Financial Corporation and First Columbia Bank changed its name to Journey Bank.

At the effective time of the merger, MBF’s shareholders received a fixed exchange ratio of 0.9259 shares of the Corporation’s common stock for each MBF common share they owned, except to the extent of cash received for fractional shares at $41.47 per share. Total purchase consideration was $55,101,000, including common stock with a fair value of $55,092,000 and cash of $9,000 paid for fractional shares.

MBF was a Pennsylvania corporation that conducted its business primarily through its wholly owned subsidiary The Muncy Bank & Trust Company, which operated from a main office in Muncy, Pennsylvania, and had nine additional branches throughout Northcentral Pennsylvania.

As a result of the acquisition, the Corporation issued 1,488,960 common shares. The shares were issued with a value of $37.00 per share, which was based on the closing price of the Corporation’s stock on November 10, 2023.

​

The following table summarizes the consideration paid for MBF and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date of November 11, 2023:

(In Thousands, Except Share and Per Share Data)​
Purchase price consideration​​​​​
Muncy Columbia Financial Corporation shares issued​1,488,960​​​
Per share value assigned to shares issued​$37.00​​​​
Total purchase price assigned to shares issued​​​$55,092​​
Cash paid in lieu of fractional shares​​​9​
Fair value of total consideration transferred​​​$55,101​​
​​​​​
(In Thousands)​​​​​
Total purchase price consideration​​​$55,101​​
​​​​​
Recognized amounts of identifiable assets acquired and liabilities assumed​​​​​
Cash and cash equivalents​​​$7,854​​
Interest-bearing time deposits​​​976​
Available-for-sale debt securities​​​93,026​
Restricted investment in bank stocks​​​8,170​
Loans gross​​​504,100​
Allowance credit losses​​​(215)
Loans, net​​​503,885​
​​​​​
Premises and equipment, net​​​14,939​
Accrued interest receivable​​​2,271​
Core deposit intangible​​​12,078​
Deferred tax asset​​​7,339​
Other assets​​​20,878​
Total identifiable assets acquired​​​671,416​
​​​​​
Deposits​​​​​
Interest-bearing​​​416,149​
Noninterest-bearing​​​105,144​
Borrowings​​​105,473​
Accrued interest payable​​​1,384​
Other liabilities​​​5,837​
Total liabilities assumed​​​633,987​
Total identifiable net assets​​​37,429​
Goodwill resulting from the merger​​​$17,672​​
​ · ​ · ​ · ​

The Corporation determined that this acquisition constitutes a business combination and therefore was accounted for using the acquisition method of accounting. Accordingly, as of the date of the acquisition, the Corporation recorded the assets acquired, liabilities assumed and consideration paid at fair value. The $17.7 million excess of the consideration paid over the fair value of assets acquired was recorded as goodwill and is not amortizable or deductible for tax purposes. The amount of goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Corporation with MBF.

The fair value of the 1,488,960 common shares issued was determined based on the$37.00 closing market price of the Corporation’s common shares on November 10, 2023. While the valuation of the acquired assets and liabilities is substantially complete, fair value estimates are subject to adjustment during the provisional period, which may last up to twelve months subsequent to the acquisition date. During this period, the Corporation may obtain additional information to refine the valuations and adjust the recorded fair value, although such adjustments are not expected to be significant. Valuations subject to adjustments include, but are not limited to, the fair value of acquired loans, deposits, land and building, core deposit intangible and other assets and liabilities.

​

The following is a description of the valuation methodologies used to estimate the fair values of major categories of assets acquired and liabilities assumed. The Corporation used an independent valuation specialist to assist with the determination of fair values for certain acquired assets and assumed liabilities.

Cash and cash equivalents- The estimated fair value was determined to approximate the carrying amount of these assets.

Available-for-sale debt securities - The estimated fair value of the investment portfolio was based on quoted market prices, dealer quotes, and pricing obtained from independent pricing services.

Loans - The estimated fair value of loans were based on a discounted cash flow methodology applied on a pooled basis for nonpurchased credit-deteriorated (“non-PCD”) loans, accruing purchased credit-deteriorated loans and on an individual basis for nonaccruing purchased credit-deteriorated (“PCD”) loans. The valuation considered underlying characteristics including loan type, term, rate, payment schedule and credit rating. The discounted cash flow methodology involved assumptions and judgements as to credit risk, expected lifetime losses, environmental factors, collateral values, discount rates, expected payments and expected prepayments.

Premises and equipment - The estimated fair value of land and buildings were determined by independent market-based appraisals.

Core deposit intangible - The core deposit intangible was valued utilizing a discounting cash flow method approach, which recognizes the cost savings represented by the expense of maintaining the core deposit base (net of deposit fee income) versus the cost of an alternative funding source. The valuation incorporates assumptions related to account retention, discount rates, deposit interest rates, deposit maintenance costs and alternative funding rates.

Time deposits - The estimated fair value of time deposits was determined using a discounted cash flow approach incorporating a discount rate equal to current market interest rates offered on time deposits with similar terms and maturities.

Borrowings - The estimated fair value of short-term borrowings were determined to approximate carrying value. The estimated fair value of long-term borrowings from the FHLB were determined using a discounted cash flow approach incorporating a discount rate equal to current market interest rates offered on borrowings with similar terms and maturities.

Acquired loans are classified into two categories: PCD loans and non-PCD loans. PCD loans are defined as a loan or group of loans that have experienced more than insignificant credit deterioration since origination. Non-PCD loans will have an allowance established on acquisition date, which is recognized as an expense through provision for credit losses. For PCD loans, an allowance is recognized on day 1 by adding it to the fair value of the loan, which is the “Day 1 amortized cost”. There is no provision for credit loss expense recognized on PCD loans because the initial allowance is established by grossing-up the amortized cost of the PCD loan.

A Day 1 allowance for credit losses on non-PCD loans of $2.9 million was recorded through the provision for credit losses within the Consolidated Statements of Income. At the date of acquisition, of the $529.0 million of loans acquired from MBF, $41.1 million, or 7.8%, of MBF’s loan portfolio, was accounted for as PCD loans.

The following table provides details related to the fair value of acquired PCD loans:

(In Thousands)​Unpaidprincipalbalance​PCD Allowance forCredit Loss atAcquisition​(Discount)Premium onAcquiredLoans​Fair Value ofPCD Loans atAcquisition​
Commercial and industrial​$2,606​​$(41​)$(99​)$2,466​​
Commercial real estate​12,305​(104)(881)11,320​
Residential real estate​25,373​(61)(930)24,382​
Consumer and other800​(9)12​803​
Total$41,084​​$(215​)$(1,898​)$38,971​​

​

The following table provides details related to the fair value and Day 1 provision related to the acquired non-PCD loans:

(In Thousands)​Unpaidprincipalbalance​(Discount)Premium onAcquiredLoans​Fair Value ofNon-PCD Loans atAcquisition​Day 1 Provisionfor Credit Losses- Non- PCD Loans​
Commercial and industrial​$39,781​​$(2,955​)$36,826​​$597​​
Commercial real estate​145,624​(6,417)139,207​1,235​
Residential real estate​292,722​(14,207)278,515​1,003​
Consumer and other​9,748​(285)9,463​97​
Total​$487,875​​$(23,864​)$464,011​​$2,932​​

Amounts recognized separately from the acquisition include primarily legal fees, investment banking fees, system conversion costs, severance costs and contract termination costs. These costs were included in merger-related expenses within non-interest expense on the Consolidated Statements of Income and amounted to approximately $3,028,000 for the year ended December 31, 2023.

Results of operations for MBF prior to the acquisition date are not included in the Consolidated Statements of Income for the year ended December 31, 2023. The core processing systems, including general ledger, of the Corporation and MBF were merged on November 11, 2023. As such, MBF net interest income and net income from November 11, 2023 through December 31, 2023, which are included in the Corporation’s Consolidated Statements of Income, are not uniquely identifiable.

The following table presents pro forma information as if the acquisition of MBF had occurred on January 1, 2022. The table below has been prepared for comparative purposes only and is not necessarily indicative of the actual results that would have been attained had the acquisition occurred as of the beginning of the periods presented, nor is it indicative of future results. Furthermore, the unaudited proforma information does not reflect management’s estimate of any revenue-enhancing opportunities nor anticipated cost savings as a result of the integration and consolidation of the acquisition. Merger and acquisition integration costs have been removed and amortization of fair value adjustments are included in the numbers below.

​ · ​ · Year Ended December 31,
(In Thousands, Except Per Share Data)​2023​2022
Net interest income​$48,693​​$54,914​
Non-interest income​9,711​8,974
Net income​17,917​22,865
Pro forma earnings per share - basic and diluted​$5.02​​$6.41​

3. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the changes in accumulated other comprehensive loss by component, net of the tax, for the years ended December 31, 2023 and 2022:

(In Thousands)​Unrealized Gain (Loss) on Available-for-Sale Debt Securities(a)​
Balance, December 31, 2021​$(2,884​)
Other comprehensive loss before reclassifications, net of tax​(25,476)
Amounts reclassified from accumulated other comprehensive loss, net of tax​976​
Net change in accumulated other comprehensive loss​(24,500)
Balance, December 31, 2022​(27,384)
Other comprehensive income before reclassifications, net of tax​12,348​
Amounts reclassified from accumulated other comprehensive loss, net of tax​—​
Net change in accumulated other comprehensive loss​12,348​
Balance, December 31, 2023​$(15,036​)
(a)All amounts are net of tax. Amounts in parentheses indicate debits.

​

​

​

The following table presents the amounts reclassified out of accumulated other comprehensive loss by component, net of tax, for the years ended December 31, 2023 and 2022:

(In Thousands)Details about accumulated other comprehensive loss · ​ · Amount Reclassified from Accumulated Other Comprehensive Loss(a) · ​ · Affected Line Item in the Consolidated Statement of Income
​ · 2023 · ​ · 2022 · ​
Net realized losses on available-for-sale debt securities​$—​​$(1,236​)Realized losses on available-for-sale debt securities, net
Income tax effect​—​260​Income tax provision
​$—​​$(976​)​
(a)All amounts are net of tax. Amounts in parentheses indicate debits.

4. SECURITIES

The amortized cost, related estimated fair value, and unrealized gains and losses for investment securities were as follows at December 31, 2023 and 2022:

​ · ​ · 2023 · ​
(In Thousands)​AmortizedCost​GrossUnrealizedGains​GrossUnrealizedLosses​FairValue​
Obligation of U.S.Government Corporationsand Agencies:​​​​​​​​​
Mortgage-backed · ​ · $145,196​ · ​ · $1,158​ · ​ · $(15,014)​ · $131,340​ · ​
Collateralized mortgage obligations​8,515​503​—​9,018​
Other​197,325​—​(9,613)187,712​
Obligations of state and political subdivisions​81,033​4,032​(109)84,956​
Other debt securites​267​9​—​276​
Total available-for-sale debt securities​$432,336​​$5,702​​$(24,736)​$413,302​​
​ · ​ · 2022 · ​
(In Thousands) · ​ · AmortizedCost · ​ · GrossUnrealizedGains · ​ · GrossUnrealizedLosses · ​ · FairValue · ​
Obligation of U.S.Government Corporations and Agencies: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Mortgage-backed​$144,806​​$1​​$(18,742) ​$126,065​​
Other​217,254​—​(16,331)200,923​
Obligations of state and political subdivisions​13,654​451​(42)14,063​
Total available-for-sale debt securities​$375,714​​$452​​$(35,115)​$341,051​​

Securities available-for-sale with an aggregate fair value of $263,706,000 and $260,805,000 at December 31, 2023 and 2022, respectively, were pledged to secure public funds, trust funds, securities sold under agreements to repurchase and other balances of $278,714,000 and $207,828,000 at December 31, 2023 and 2022, respectively, as required by law.

​

The amortized cost and estimated fair value of investment securities, by expected maturity, are shown below at December 31, 2023. Expected maturities on debt securities will differ from contractual maturities, because some borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

(In Thousands)​AmortizedCost​Fair Value​
Due in one year or less​$40,807​​$39,972​​
Due after one year to five years​162,483​153,686​
Due after five years to ten years​21,972​22,459​
Due after ten years​53,363​56,827​
Sub-total​278,625​272,944​
​​​​​
Mortgage-backed securities​145,196​131,340​
Collateralized mortgage obligations​8,515​9,018​
Total debt securities​$432,336​​$413,302​​

​

The Corporation’s mortgage-backed securities and collateralized mortgage obligations have stated maturities that may differ from actual maturities due to borrowers’ ability to prepay obligations. Cash flows from such investments are dependent upon the performance of the underlying mortgage loans and are generally influenced by the level of interest rates. In the table above, mortgage-backed securities and collateralized mortgage obligations are shown in one period.

There were no sales of investments in debt securities classified as available-for-sale during the year ended December 31, 2023. Proceeds from the sale of investments in debt securities classified as available-for-sale for the year ended December 31, 2022 were $38,629,000. For the year ended December 31, 2022, the Corporation realized gross losses of $1,236,000 and no gross gains.

The following summary shows the gross unrealized losses and fair value, aggregated by investment category of those individual securities for which an allowance for credit losses has not been recorded that have been in a continuous unrealized loss position for less than or more than 12 months as of December 31, 2023 and 2022:

​ · ​ · December 31, 2023 · ​
​ · ​ · Less than Twelve Months · ​ · Twelve Months or Greater · ​ · Total · ​
(In Thousands) · ​ · FairValue · ​ · GrossUnrealizedLosses · ​ · FairValue · ​ · GrossUnrealizedLosses · ​ · FairValue · ​ · GrossUnrealizedLosses · ​
Obligations of U.S. Government Corporations and Agencies: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Mortgage-backed · ​ · $47​ · ​ · $(1)​ · $112,884​ · ​ · $(15,013)​ · $112,931​ · ​ · $(15,014)​
Other​—​—​187,712​(9,613)187,712​(9,613)
Obligations of state and political subdivisions​10,284​(90)1,663​(19)11,947​(109)
Total​$10,331​​$(91)​$302,259​​$(24,645)​$312,590​​$(24,736)​
​ · ​ · December 31, 2022 · ​
​ · ​ · Less than Twelve Months · ​ · Twelve Months or Greater · ​ · Total · ​
(In Thousands) · ​ · FairValue · ​ · GrossUnrealizedLosses · ​ · FairValue · ​ · GrossUnrealizedLosses · ​ · FairValue · ​ · GrossUnrealizedLosses · ​
Obligations of U.S. Government Corporationsand Agencies: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Mortgage-backed · ​ · $31,981​ · ​ · $(2,344)​ · $93,981​ · ​ · $(16,398)​ · $125,962​ · ​ · $(18,742)​
Other​52,746​(2,079)148,177​(14,252)200,923​(16,331)
Obligations of state and political subdivisions​3,848​(42)—​—​3,848​(42)
Total​$88,575​​$(4,465)​$242,158​​$(30,650)​$330,733​​$(35,115)​

​

At December 31, 2023, the Corporation had a total of 32 debt securities that have been in a gross unrealized loss position for less than twelve months with depreciation of 4% from the Corporation’s amortized cost basis.

​

At December 31, 2023, the Corporation had a total of 134 debt securities that have been in a gross unrealized loss position for greater than twelve months with depreciation of 7.4% from the Corporation’s amortized cost basis.

At December 31, 2023, unrealized losses on debt securities have not been recognized into income because the issuers bonds are of high credit quality (rated BBB or higher), 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 largely due to changes in interest rates and other market conditions. The fair value is expected to recover as the bonds approach maturity.

As of December 31, 2023, no ACL was required for debt securities. The Bank does not have the intent to sell and does not believe it will be more likely than not to be required to sell any of these securities prior to a recovery of their fair value to amortized cost, which may be at maturity.

As of December 31, 2023, all debt securities were rated above investment grade. Based on the payment status, rating and management’s evaluation of these securities, no ACL was required for the debt securities as of December 31, 2023. As of December 31, 2023, the underlying issuers continue to make timely principal and interest payments on the securities.

Equity securities with a readily determinable fair value are stated at fair value with realized and unrealized gains and losses reported in income. At December 31, 2023 and 2022, the Corporation had $1,295,000 and $1,077,000, respectively, in marketable equity securities recorded at fair value. The following is a summary of unrealized and realized gains and losses recognized in net income on marketable equity securities during the years ended December 31, 2023 and 2022:

​ · ​ · For the Year Ended December 31, · ​
(In Thousands) · ​ · 2023 · 2022 · ​
Net losses recognized during the period on marketable equity securities​$(119​)$(37​)
Less: Net gains and losses recognized during the period on marketable equity securities dold during the period​—​—​
Unrealized losses recognized during the period on marketable equity securities still held at the reporting date​$(119​)$(37​)

​

5. LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at their outstanding unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment to yield (interest income) over the life of the loan. Deferred fees and costs amounted to $779,000 at December 31, 2023 and $665,000 at December 31, 2022 and are netted against the outstanding unpaid principal balances.

The segments of the Corporation’s loan portfolio are disaggregated into classes that allows management to monitor risk and performance. The loan classes used are consistent with the internal reports evaluated by the Corporation’s management and Board of Directors to monitor risk and performance within the various segments of its loan portfolio.

Major classifications of loans at December 31, 2023 and 2022 consisted of:

(In Thousands)​December 31, 2023
Commercial and industrial​$94,278​
Commercial real estate:​​
Commercial mortgages​326,152
Student housing​33,650
Residential real estate:​​
Rental 1-4 family​54,078
1-4 family residential mortgages​535,206
Consumer and other​25,065
Gross loans​$1,068,429​
​

​

​

​

(In Thousands)​December 31, 2022
Commercial, financial and agricultural​$39,573​
Tax-exempt​30,679
Commercial real estate:​​
Commercial mortgages​145,622
Other construction and land development loans​18,649
Secured by farmland​13,120
Consumer real estate:​​
Home equity loans​13,391
Home equity lines of credit​12,262
1-4 family residential mortgages​241,179
Construction​7,430
Installment loans to individuals​5,824
Gross loans​$527,729​

*** Allowance for Credit Losses and Recorded Investment in Financial Receivables***

The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. The Corporation has aligned our segmentation to internal loan reports. The Corporation has identified the following portfolio segments:

Commercial and Industrial

Commercial Real Estate

Residential Real Estate

Consumer and other

The following table presents the activity in the allowance for credit losses by portfolio segment for the years ended December 31, 2023 and 2022:

​ · ​ · For the Year Ended December 31, 2023 · ​
(In Thousands)​CommercialandIndustrial​CommercialReal Estate​ResidentialReal Estate​Consumerand Other​Unallocated​Total​
Balance, December 31, 2022​$1,041​​$2,897​​$3,077​​$60​​$204​​$7,279​​
Impact of adopting ASC 326​(959)3,198​(2,617)(39)(204)(621)
Allowance for credit loss on PCD acquired loans​41​104​61​9​—​215​
Provision for credit losses - acquisition day 1 non-PCD​597​1,235​1,003​97​—​2,932​
Provision (credit) charged to operations​24​(517)29​86​—​(378)
Loans charged off​—​(70)(79)(47)—​(196)
Recoveries​57​—​—​14​—​71​
Balance, December 31, 2023​$801​​$6,847​​$1,474​​$180​​$—​​$9,302​​
​​​​​​​​​​​​​
​​For the Year Ended December 31, 2022​
(In Thousands)​Commercial, Financial& Agricultural,Tax-exempt​CommercialReal Estate​ConsumerReal Estate​InstallmentLoansIndividuals​Unallocated​Total​
Balance, December 31, 2021​$1,018​​$3,438​​$3,413​​$74​​$1,193​​$9,136​​
Provision (credit) charged to operations​61​(542)(343)3​(989)(1,810)
Loans charged off​(47)—​(3)(40)—​(90)
Recoveries​9​1​10​23​—​43​
Balance, December 31, 2022​$1,041​​$2,897​​$3,077​​$60​​$204​​$7,279​​

​

​

The cumulative loss rate used as the basis for the estimate of credit losses is comprised of the Corporation’s historical loss experience. As of December 31, 2023, the Corporation expects that the market in which it operates will experience a slight improvement in economic conditions based primarily on housing indexes, interest rate stabilization, and a steady unemployment rate causing the trend in delinquencies over the next year to follow historical levels. Management adjusted the historical loss experience for these expectations. No reversion adjustments were necessary, as the starting point for the Corporation’s estimate was a cumulative loss rate covering the expected contractual term of the loan portfolio.

The Corporation recorded a $2.6 million provision for credit losses for the year ended December 31, 2023 as compared to a $1.8 million credit for the year ended December 31, 2022. The 2023 provision for credit losses was made up of a one-time charge to earnings of $2.9 million related to acquired non-PCD loans, as well as a credit of $378,000 for normal ongoing loan activity. The credit was a result of reduced commercial real estate past dues, reduced balances of commercial student housing real estate, and slightly improved economic forecasts since December 31, 2022. Non-performing assets increased to $4.3 million at December 31, 2023 compared to $1.8 million at December 31, 2022. Overall, non-performing assets remain well controlled at 0.40% of total gross loans at December 31, 2023 compared to 0.35% of total gross loans at December 31, 2022. The Corporation experienced net charge-offs of$125,000 for the year ended December 31, 2023. In summary, the allowance for credit losses on our loan portfolio provided 216.0% coverage of non-performing loans, and 0.87% of total loans, on December 31, 2023, compared to 393.7% coverage of non-performing loans, and 1.38% of total loans, on December 31, 2022.

Historical credit loss experience is the basis for the estimation of expected credit losses. The Corporation applies historical loss rates to pools of loans with similar risk characteristics. After consideration of the historic loss calculation, management can apply qualitative adjustments to reflect the current conditions and reasonable and supportive forecasts not already captured in the historical loss information at the balance sheet date.

In accordance with ASC 326, the Corporation will evaluate individual loans for expected credit losses when those loans do not share similar risk characteristics with loans evaluated using a collective (pooled) basis. In contrast to legacy accounting standards, this criterion is broader than the impairment concept and management may evaluate loans individually when no specific expectation of collectability is in place. Loans will not be included in both collective and individual analysis. The individual analysis will establish a specific reserve for loans in scope.

Specific reserves are established based on the following three acceptable methods for measuring the ACL:1) the present value of expected future cash flows discounted at the loan’s original interest rate; 2) the loan’s observable market price; 3) the fair value of the collateral when the loan is collateral dependent. The method is selected on a loan-by-loan basis with the evaluation of the need and amount of a specific allocation of the allowance being made on a quarterly basis.

The need for an updated appraisal on collateral dependent loans is determined on a case-by-case basis. The useful life of an appraisal or evaluation will vary depending upon the circumstances of the property and the economic conditions in the marketplace. A new appraisal is not required if there is an existing appraisal which, along with other information, is sufficient to determine a reasonable value for the property and to support an appropriate and adequate allowance for credit losses. At a minimum, annual documented reevaluation of the property is completed by the Bank’s Chief Credit Officer to support the value of the property.

When receiving an appraisal associated with an existing real estate collateral dependent transaction, the Bank’s Chief Credit Officer must determine if there have been material changes to the underlying assumptions in the appraisal which affect the original estimate of value. Some of the factors that could cause material changes to reported values include:

the passage of time;

the volatility of the local market;

the availability of financing;

natural disasters;

the inventory of competing properties;

new improvements to, or lack of maintenance of, the subject property or competing properties upon physical inspection by the Bank;

changes in underlying economic and market assumptions, such as material changes in current and projected vacancy, absorption rates, capitalization rates, lease terms, rental rates, sales prices, concessions, construction overruns and delays, zoning changes, etc.; and/or

environmental contamination.

​

The value of the property is adjusted to appropriately reflect the above listed factors and the value is discounted to reflect the value impact of a forced distressed sale, any outstanding senior liens, any outstanding unpaid real estate taxes, transfer taxes and closing costs that would occur with sale of the real estate. If the Chief Credit Officer determines that a reasonable value cannot be derived based on the available information, a new appraisal is ordered. The determination of the need for a new appraisal rests with the Chief Credit Officer and not the originating account officer.

The following table summarizes the loan portfolio and allowance for credit losses as of December 31, 2023:

​ · ​ · December 31, 2023 · ​
(In Thousands)​Commercial andIndustrial​CommercialReal Estate​ResidentialReal Estate​Consumerand Other​Total​
Loans: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Individually evaluated​$—​​$12,279​​$—​​$—​​$12,279​​
Collectively evaluated​94,278​347,523​589,284​25,065​1,056,150​
Total loans​$94,278​​$359,802​​$589,284​​$25,065​​$1,068,429​​
​​​​​​​​​​​
Allowance for credit losses:​​​​​​​​​​​
Individually evaluated​$—​​$4,143​​$—​​$—​​$4,143​​
Collectively evaluated​801​2,704​1,474​180​5,159​
Total allowance for credit losses​$801​​$6,847​​$1,474​​$180​​$9,302​​

The following table summarizes the loan portfolio and allowance for loan losses as of December 31, 2022:

​ · ​ · December 31, 2022 · ​
(In Thousands)​CommercialFinancial &Agricultural,Exempt​CommercialReal Estate​ConsumerReal Estate​InstallmentLoansIndividuals​Unallocated​Total​
Loans: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Ending balance individually​$—​​$959​​$1,103​​$4​​$—​​$2,066​​
evaluated for impairment​​​​​​​​​​​​​
​​​​​​​​​​​​​
Ending balance collectively​70,252​176,432​273,159​5,820​—​525,663​
evaluated for impairment​​​​​​​​​​​​​
Ending balance​$70,252​​$177,391​​$274,262​​$5,824​​$—​​$527,729​​
​​​​​​​​​​​​​
Allowance for loan losses:​​​​​​​​​​​​​
Ending balance individually​​​​​​​​​​​​​
evaluated for impairment​$—​​$—​​$—​​$—​​$—​​$—​​
​​​​​​​​​​​​​
Ending balance collectively​​​​​​​​​​​​​
evaluated for impairment​$1,041​​$2,897​​$3,077​​$60​​$204​​$7,279​​

​

Age Analysis of Past-Due Loans Receivable

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio summarized by the past-due status as of December 31, 2023 and 2022:

​ · ​ · December 31, 2023 · ​
(In Thousands)​Current​30-59DaysPast Due​60-89DaysPast Due​90+ DaysPast Due​TotalPast Due​TotalLoans​
Commercial and Industrial​$93,879​​$129​​$233​​$37​​$399​​$94,278​​
Commercial Real Estate​355,786​2,316​960​740​4,016​359,802​
Residential Real Estate​578,802​7,226​1,134​2,122​10,482​589,284​
Consumer and other​24,955​86​18​6​110​25,065​
​$1,053,422​​$9,757​​$2,345​​$2,905​​$15,007​​$1,068,429​​

​

​

​ · ​ · December 31, 2022 · ​
(In Thousands)​Loans30-89 DaysPast Due​Loans90 or moredaysPast Due​Total PastDue Loans​CurrentLoans​TotalLoans​AccruingLoans90 or moreDays PastDue​
Commercial, financial and agricultural​$239​​$—​​$239​​$39,334​​$39,573​​$—​​
Tax-exempt​—​—​—​30,679​30,679​—​
Commercial real estate:​​​​​​​​​​​​​
Commercial mortgages​439​405​844​144,778​145,622​—​
Other construction and land development loans​48​—​48​18,601​18,649​—​
Secured by farmland​258​—​258​12,862​13,120​—​
Consumer real estate:​​​​​​​​​​​​​
Home equity loans​132​—​132​13,259​13,391​—​
Home equity lines of credit​16​17​33​12,229​12,262​—​
1-4 family residential mortgages​1,061​229​1,290​239,889​241,179​—​
Construction​—​—​—​7,430​7,430​—​
Installment loans to individuals​35​—​35​5,789​5,824​—​
Unearned discount​—​—​—​—​—​​
Gross loans​$2,228​​$651​​$2,879​​$524,850​​$527,729​​$—​​

Nonperforming Loans

The following tables present the amortized cost basis of loans on nonaccrual status and loans past due over 90 days still accruing interest as of December 31, 2023 and nonaccrual status as of December 31, 2022:

​ · ​ · December 31, 2023 · ​
(In Thousands)​Nonaccrualwith noACL​NonaccrualwithACL​TotalNonaccrual​Loans PastDue over 90DaysStill Accruing​TotalNonperforming​
Commercial and Industrial​$37​​$16​​$53​​$—​​$53​​
Commercial Real Estate​100​693​793​—​793​
Residential Real Estate​—​3,151​3,151​294​3,445​
Consumer and other​6​9​15​—​15​
Total​$143​​$3,869​​$4,012​​$294​​$4,306​​
(In Thousands)​December 31, 2022
Commercial, financial and agricultural​$—​
Tax-exempt​—
Commercial real estate:​​
Commercial mortgages​614
Other construction and land development loans​—
Secured by farmland​—
Consumer real estate:​​
Home equity loans​39
Home equity lines of credit​38
1-4 family residential mortgages​1,154
Construction​—
Installment loans to individuals​4
Total​$1,849​

​

​

Credit Quality Indicators

The Bank categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Bank analyzes loans individually to classify the loans as to credit risk. This analysis includes non-homogeneous loans, such as commercial real estate, commercial construction, and commercial and industrial loans. This analysis is performed on a quarterly basis. The Bank uses the following definitions for risk ratings:

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 classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Based on the most recent analysis performed, the following table presents the recorded investment in non-homogenous loans by internal risk rating system as of December 31, 2023 and December 31, 2022:

Revolving
Term Loans Amortized Cost Basis by Origination Period · Loans
Amortized
(In Thousands)20232022202120202019PriorCost BasisTotal
Commercial and Industrial
Risk Rating
Pass$12,342$16,357$15,969$9,681$2,149$18,068$14,463$89,029
Special Mention988212423125—3631,103
Substandard19322516815606242,8614,146
Doubtful————————
Total$12,633$16,664$16,149$10,119$2,334$18,692$17,687$94,278
Current period gross charge-offs$—$—$—$—$—$—$—$—
Commercial Real Estate
Risk Rating
Pass$61,858$65,974$66,974$23,184$20,199$100,528$11,116$349,833
Special Mention—236———404—640
Substandard3641,6482,4732776203,4714769,329
Doubtful————————
Total$62,222$67,858$69,447$23,461$20,819$104,403$11,592$359,802
Current period gross charge-offs$—$—$—$—$—$70$—$70
Total
Risk Rating
Pass$74,200$82,331$82,943$32,865$22,348$118,596$25,579$438,862
Special Mention98318124231254043631,743
Substandard5571,8732,6412926804,0953,33713,475
Doubtful————————
Total$74,855$84,522$85,596$33,580$23,153$123,095$29,279$454,080
Current period gross charge-offs$—$—$—$—$—$70$—$70

​

​

​ · ​ · December 31, 2022 · ​
(In Thousands)​Commercial,Financial &Agricultural​Tax-exempt​CommercialReal Estate​Total​
Pass​$38,827​​$30,593​​$171,806​​$241,226​​
Special Mention​434​86​2,681​3,201​
Substandard​312​—​2,904​3,216​
Doubtful​—​—​—​—​
Total​$39,573​​$30,679​​$177,391​​$247,643​​

The Bank monitors the credit risk profile by payment activity for residential real estate, consumer, and other loan classes. Loans past due 90 days or more and loans on nonaccrual status are considered nonperforming. Nonperforming loans are reviewed quarterly. The following table presents the amortized cost in residential real estate, and consumer and other loans based on payment activity for the year ended December 31, 2023:

Revolving
Term Loans Amortized Cost Basis by Origination Period · Loans
Amortized
(In Thousands)20232022202120202019PriorCost BasisTotal
Residential Real Estate
Payment Performance
Performing$85,542$111,413$84,007$57,696$28,192$141,952$77,037$585,839
Nonperforming275925364554431,644—3,445
Total$85,817$111,505$84,543$58,151$28,635$143,596$77,037$589,284
Current period gross charge-offs$—$—$—$—$—$79$—$79
Consumer and Other
Payment Performance
Performing$5,618$10,145$2,330$990$394$1,193$4,380$25,050
Nonperforming581——1—15
Total$5,623$10,153$2,331$990$394$1,194$4,380$25,065
Current period gross charge-offs$1$17$13$—$3$13$—$47
Total
Payment Performance
Performing$91,160$121,558$86,337$58,686$28,586$143,145$81,417$610,889
Nonperforming2801005374554431,645—3,460
Total$91,440$121,658$86,874$59,141$29,029$144,790$81,417$614,349
Current period gross charge-offs$1$17$13$—$3$92$—$126

The following table presents the amortized cost in consumer real estate and installment loans to individuals based on payment activity for the year ended December 31, 2023:

​ · ​ · December 31, 2022 · ​
(In Thousands)​Performing​Nonperforming​Total​
Consumer real estate:​​​​​​​
Home equity loans​$13,352​​$39​​$13,391​​
Home equity lines of credit​12,224​38​12,262​
1-4 family residential mortgages​240,025​1,154​241,179​
Construction​7,430​—​7,430​
Installment loans to individuals​5,820​4​5,824​
​$278,851​​$1,235​​$280,086​​

Modifications to Borrowers Experiencing Financial Difficulty

Occasionally, the Bank modifies loans to borrowers in financial distress by providing term extension, other-than-significant payment delay or interest rate reduction. In some cases, the Bank provides multiple types of concessions on one loan. Typically, one type of concession, such as an interest rate reduction, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as term extension, may be granted.

​

For the year ended December 31, 2023, the Bank did not grant any loan modifications to borrowers experiencing financial difficulty.

Troubled Debt Restructurings

Loan modifications considered troubled debt restructurings completed during the year ended December 31, 2022 were as follows:

​ · ​ · 2022 · ​
(In Thousands)​Commercial,Financial &Agricultural,Tax-exempt​CommercialReal Estate​ConsumerReal Estate​InstallmentLoansIndividuals​Total​
Number of contracts:​​​​​​​​​​​
Interest modification​—​—​—​—​—​
Term modification​—​1​—​—​1​
​​​​​​​​​​​
Pre-modification outstanding recorded investment​$—​​$298​​$—​​$—​​$298​​
Post-modification outstanding recorded investment​$—​​$271​​$—​​$—​​$271​​

​

During 2023 and 2022, no borrowers defaulted on their obligations pursuant to the modified loans.

As of December 31, 2023 and December 31, 2022, the Bank has not initiated formal proceedings on any loans that have not been transferred into foreclosed assets.

Concentrations of Credit Risk

Most of the Corporation’s lending activity occurs within the Bank’s primary market area which encompasses Clinton, Columbia, Lycoming, Montour and Eastern Northumberland counties in Northcentral Pennsylvania. The majority of the Corporation’s loan portfolio consists of commercial and consumer real estate loans. As of December 31, 2023 and December 31, 2022, there were no concentrations of loans related to any single industry in excess of 10% of total loans.

6. PREMISES AND EQUIPMENT

A summary of premises and equipment at December 31, 2023 and 2022 follows:

(In Thousands)​2023​2022​
Land​$6,684​$2,577​​
Construction in process​550​—​
Premises​28,846​16,323​
Furniture and equipment​14,632​11,829​
Leasehold improvements​249​4​
Total​50,961​30,733​
Less accumulated depreciation and amortization​23,392​18,219​
Total​$27,569​​$12,514​​

Depreciation amounted to $790,000 and $662,000 in 2023 and 2022, respectively.

7. DEPOSITS

Major classifications of deposits at December 31, 2023 and 2022 consisted of:

(In Thousands)​2023​2022
Demand deposits​$266,015​​$181,845​
Interest-bearing demand deposits​251,953​152,656
Savings​308,570​223,312
Time deposits​324,131​124,512
Total deposits​$1,150,669​​$682,325​

​

​

The following is a schedule reflecting scheduled maturities of time deposits at December 31, 2023:

(In Thousands)​​
2024​$235,395​
2025​55,863
2026​16,330
2027​8,072
2028​6,827
Thereafter​1,644
Total​$324,131​

Time deposits of $250,000 or more totaled approximately$94,445,000 and$15,951,000 at December 31, 2023 and 2022, respectively.

8. BORROWED FUNDS

Short-Term Borrowings

Short-term borrowings include repurchase agreements with customers and advances from the FHLB. As of December 31, 2023, the Bank was approved by the FHLB for borrowings of up to$526,371,000 of which$134,421,000 was outstanding in the form of advances and the FHLB had issued letters of credit on the Bank’s behalf totaling$49,750,000 against its borrowing capacity. Advances from the FHLB are secured by qualifying assets of the Bank. In addition to the outstanding balances noted below, the Bank also has additional lines of credit totaling$16,236,000 available from correspondent banks other than the FHLB. The outstanding balances and related information for short-term borrowings are summarized as follows:

​ · ​ · 2023 · ​
(In Thousands)​EndingBalance​AverageBalance​MaximumMonth EndBalance​AverageRate DuringYear​WeightedAverage RateAt Year End​
Securities sold under agreements to repurchase​$189,532​​$182,708​​$200,311​​4.54%4.85%
Other short-term borrowings​63,000​15,119​63,000​5.50%5.68%
Total​$252,532​​$197,827​​$263,311​​4.61%5.10%
​​2022​
(In Thousands)​EndingBalance​AverageBalance​MaximumMonth EndBalance​AverageRate DuringYear​WeightedAverage RateAt Year End​
Securities sold under agreements to repurchase​$171,741​​$149,247​​$174,146​​1.52%3.76%
Other short-term borrowings​—​489​1,000​4.44%—​
Total​$171,741​​$149,736​​$175,146​​1.53%3.76%

The Corporation utilizes securities sold under agreements to repurchase to facilitate the needs of our customers and to facilitate secured short-term funding needs. Securities sold under agreements to repurchase are stated at the amount of cash received in connection with the transaction. We monitor collateral levels on a continuous basis. We may be required to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with our safekeeping agents.

​

The remaining contractual maturity of repurchase agreements in the Consolidated Balance Sheets as of December 31, 2023 and 2022 is presented in the following tables:

​ · ​ · Remaining Contractual Maturity of the Agreements · ​
(In Thousands)​Overnight andContinuous​Up to 30 Days​30-90 Days​Greater than90 Days​Total​
December 31, 2023​​​​​​​​​​​
Securities sold under agreements to repurchase:​​​​​​​​​​​
Obligation of U.S. Government Corporations and Agencies:​​​​​​​​​​​
Mortgage-backed​$93,137​​$—​​$—​​$—​​$93,137​​
Other​92,151​1,663​1,094​1,487​96,395​
Total borrowings​$185,288​​$1,663​​$1,094​​$1,487​​$189,532​​
Gross amount of recognized liabilities for repurchase agreements​$189,532​​
Amounts related to agreements not included in offsetting disclosure above​$—​​
​ · ​ · Remaining Contractual Maturity of the Agreements · ​
(In Thousands)​Overnight andContinuous​Up to 30 Days​30-90 Days​Greater than90 Days​Total​
December 31, 2022​​​​​​​​​​​
Securities sold under agreements to repurchase:​​​​​​​​​​​
Obligation of U.S. Government Corporations and Agencies:​​​​​​​​​​​
Mortgage-backed​$104,671​​$—​​$—​​$—​​$104,671​​
Other​62,941​1,269​1,055​1,805​67,070​
Total borrowings​$167,612​​$1,269​​$1,055​​$1,805​​$171,741​​
Gross amount of recognized liabilities for repurchase agreements​$171,741​​
Amounts related to agreements not included in offsetting disclosure above​$—​​

The fair value of securities pledged to secure repurchase agreements may decline. The Corporation manages this risk by having a policy to pledge securities valued at 110% of the gross outstanding balance of repurchase agreements. Securities sold under agreements to repurchase are secured by securities with a carrying amount of$219,227,000 and$210,936,000 at December 31, 2023 and 2022, respectively.

Long-Term Borrowings

Long-term FHLB borrowings consisted of the following at December 31, 2023 and 2022:

(In Thousands)​2023​2022​
Loans maturing in 2024 with a weighted-average rate of 5.10%​$15,208​​$24​​
Loans maturing in 2025 with a weighted-average rate of 4.79%​15,208​—​
Loans maturing in 2026 with a weighted-average rate of 4.05%​15,359​—​
Loans maturing in 2027 with a weighted-average rate of 3.93%​15,417​—​
Loans maturing in 2028 with a weighted-average rate of 3.85%​10,229​—​
Total long-term FHLB borrowings​71,421​24​
Unamortized fair value adjustments​(973)—​
Total long-term borrowings​$70,448​​$24​​

9. STOCKHOLDERS’ EQUITY AND STOCK PURCHASE PLANS

The Amended Articles of Incorporation contain a provision that permits the Corporation to issue warrants for the purchase of shares of common stock, par value$1.25 per share (the “Common Stock”), at below market prices in the event any person or entity acquires 25% or more of the Common Stock.

​

The Corporation offers employees a stock purchase plan. The maximum number of shares of the Common Stock to be issued under this plan is 100,000. In addition, the Corporation may choose to purchase shares on the open market to facilitate this plan. The plan allows participating employees to elect quarterly deductions of at least 1% of base pay, but not more than 10% of base pay, to cover purchases of shares under this plan. A participating employee shall be deemed to have been granted an opportunity to purchase a number of shares of the Common Stock equal to the quarterly aggregate amount of payroll deductions elected by the employee divided by the lower of 90% of the fair market value of Common Stock on the average of the last ten days prior to the offering date or 90% of the fair market value of common Stock on the average of the last ten days prior to purchase date as defined by the plan. Stock issued to participating employees under the plan for the most recent two year period was:

​ · ​ · ​ · ​ · Average Per Share
Year Issued​Number of Shares​Employees’ Purchase Price​Market Value of Shares
2023​2,181​$35.58​​$39.54​
2022​1,651​$44.63​​$49.59​

10. INCOME TAXES

The provision for income tax expense consisted of the following components for the years ended December 31, 2023 and 2022:

​ · ​ · For the Years Ended December 31,
(In Thousands)​2023​2022
Currently payable​$565​​$1,560​
Deferred tax (benefit)​(200)66
Total income tax provision​$365​​$1,626​

​

A reconciliation between the expected statutory income tax rate and the effective income tax rate on income before income taxes is as follows for the years ended December 31, 2023 and 2022:

​ · ​ · 2023 · ​ · 2022 · ​
(In Thousands) · ​ · Amount · ​ · % · ​ · Amount · ​ · % · ​
Provision at statutory rate​$788​​21.0%$2,339​​21.0%
Tax-exempt income​(376)-10.0%(177)-1.6%
Bank-owned life insurance income-net​(106)-2.8%(137)-1.2%
Tax credit from limited partnerships less amortization, net​(138)-3.7%(237)-2.1%
Non-deductible expenses​262​7.0%(290)-2.6%
Other, net​(65)-1.7%128​1.1%
Effective income tax and rate​$365​​9.7%$1,626​​14.6%

​

The net deferred tax asset recorded by the Corporation consisted of the following tax effects of temporary timing differences at December 31, 2023 and 2022:

(In Thousands)​2023​2022​
Deferred tax assets:​​​​​
Allowance for credit losses​$1,953​​$1,529​​
Purchase accounting adjustments on loans​5,116​—​
Purchase accounting adjustments on securities​4,228​—​
Purchase accounting adjustments on premises and equipment​593​—​
Allowance for off balance sheet losses​6​14​
Deferred compensation and director’s fees​1,763​738​
Investment in limited partnerships​278​251​
Unrealized losses on available-for-sale debt securities​3,997​7,279​
Operating lease liability​102​62​
Other​123​66​
Total​18,159​9,939​

​

​

(In Thousands)​2023​2022​
Deferred tax liabilities:​​​​​
Loan fees and costs​(164)(140)
Bond accretion​(158)(9)
Premises and equipment​(788)(312)
Core deposit intangibles​(2,498)—​
Purchase accounting adjustments on deposits and borrowings​(566)—​
Mortgage servicing rights​(260)(144)
Right of use assets​(100)(62)
Other​(988)(859)
Unrealized equity security gains​(3)(36)
Total​(5,525)(1,562)
Deferred tax asset, net​$12,634​​$8,377​​

​

It is anticipated that all tax assets shown above will be realized and accordingly no valuation allowance was provided. The Corporation and the Bank file a consolidated federal income tax return. The Corporation is also required to file a separate state income tax return and has available state operating loss carry forwards totaling $1,768,000. The losses expire through 2041. The related deferred net state tax asset in the amount of $177,000 has been fully reserved and is not reflected in the net tax asset since management is of the opinion that such assets will not be realized in the foreseeable future.

The Corporation prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. There is currently no liability for uncertain tax positions and no known unrecognized tax benefits. With limited exceptions, the Corporation’s federal and state income tax returns for taxable years through 2019 have been closed for purposes of examination by the federal and state taxing jurisdictions.

11. RELATED PARTY TRANSACTIONS

Certain directors and executive officers of the Corporation and the Bank, as well as companies in which they are principal owners (i.e., at least 10% ownership), were indebted to the Bank at December 31, 2023 and 2022. These loans were made on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated parties. These loans did not present more than the normal risk of collectability nor present other unfavorable features. A summary of the activity on these related party loans consisted of the following:

(In Thousands) · ​ · Beginning Balance · ​ · Additions · ​ · Payments · ​ · Ending Balance · ​
2023​$14,938​​$6,799​​$(3,688)​$18,049​​
2022​12,083​6,406​(3,551)14,938​

​

The above loans represent funds drawn and outstanding at the date of the accompanying consolidated financial statement. Commitments by the Bank to related parties on loan commitments and standby letters of credit for 2023 and 2022 presented an off-balance sheet risk to the extent of undisbursed funds in the amount of $5,936,000 and $3,066,000 respectively.

Deposits from certain officers and directors and/or their affiliated companies held by the Bank amounted to $21,857,000 and $15,766,000 at December 31, 2023 and 2022, respectively.

​

12. EMPLOYEE BENEFIT AND DEFERRED COMPENSATION PLANS

EMPLOYEE BENEFIT PLANS

The Bank maintains a 401K salary deferral profit sharing plan for the benefit of its employees. Under the salary deferral component, employees may elect to contribute a percentage of compensation up to the maximum amount allowable not to exceed the limits of IRS Code Section 401(K). The Corporation matches 100% of employee contributions up to 4% of compensation. Under the profit sharing component, contributions are made at the discretion of the Bank’s Board of Directors. Matching contributions amounted to $295,000, and $263,000 for the years ended December 31, 2023 and 2022. There wereno discretionary contributions for the years ended December 31, 2023 and 2022.

DEFERRED COMPENSATION PLANS

Directors

During 2003, the directors were given the option of receiving or deferring their directors’ fees under a non-qualified deferred compensation plan which allows the director to defer such fees until the year following the expiration of the directors’ term. Payments are then made over specified terms under these arrangements up to a ten-year period. Interest is to accrue on these deferred fees at a 5-year certificate of deposit rate, which was 0.90% in 2023 and 2.08% in 2022. The certificate of deposit rate will reset in January 2028. Three directors have elected to participate in this program and the total accrued liability as of December 31, 2023 and 2022 was $333,000, and $329,000, respectively.

Total directors’ fees, including amounts currently paid for the years ended December 31, 2023 and 2022 were $326,000 and $314,000, respectively.

During 2008, the directors were given the option of receiving or deferring their entire or partial directors’ fees under a non-qualified deferred compensation plan with the same features as the above plan. The interest rate that was paid in 2023 and 2022 was 2.38%. The certificate of deposit rate will reset in January 2024. The total accrued liability as of December 31, 2023 and 2022 was $770,000 and $732,000, respectively.

Officers

The Bank sponsors non-qualified, non-funded supplemental retirement plans, for its executives, for which the Corporation has purchased cost recovery life insurance on the lives of the participants. The participant is the insured person under the policy and the Bank is the owner and beneficiary. The amount of the coverage is designed to provide sufficient revenues to cover all costs of the plans if assumptions made as to mortality experience, policy earnings, and other factors are realized. The Corporation incurred expenses related to the supplemental retirement plans of $445,000 and $434,000 for the years ended December 31, 2023 and 2022, respectively. At December 31, 2023 and 2022, the Corporation had an accrued liability related to the supplemental retirement plans of $5,579,000 and $2,189,000, respectively.

SPLIT-DOLLAR LIFE INSURANCE

The Bank provides endorsed split-dollar life insurance benefits to certain executives and directors. These benefits are accounted for under ASC Topic 715 “Compensation – Retirement Benefits”. This pronouncement requires recognition of a liability for postretirement benefits provided through an endorsed split-dollar life insurance arrangement. The Bank incurred expenses related to these endorsed split-dollar life insurance arrangements of $43,000 and $19,000 for the years ended December 31, 2023 and 2022, respectively. At December 31, 2023 and 2022, the Corporation had an accrued liability related to these arrangements of $1,710,000 and $262,000, respectively.

13. OPERATING LEASE COMMITMENTS AND CONTINGENCIES

The Corporation leases two office locations under operating leases. The Corporation has elected to account for the variable nonlease components, such as common area maintenance charges, utilities, real estate taxes, and insurance, separately from the lease component. Such variable nonlease components are reported in net occupancy expense on the Consolidated Statements of Income when paid. These variable nonlease components were excluded from the calculation of the present value of the remaining lease payments, therefore, they are not included in the right-of-use assets and lease liabilities reported on the Consolidated Balance Sheets.

As of December 31, 2023 and 2022, the Corporation had recorded right-of-use assets inother assets for operating leases of $475,000 and $298,000, respectively, and related lease liabilities totaling $485,000 and $298,000, respectively, inother liabilities in its Consolidated Balance Sheets.

​

Certain of the Corporation’s leases contain options to renew the lease after the initial term. Management considers the Corporation’s historical pattern of exercising renewal options on leases and the positive performance of the leased locations, when determining whether it is reasonably certain that the leases will be renewed. If management concludes that there is reasonable certainty about the renewal option, it is included in the calculation of the remaining term of each applicable lease. The discount rate utilized in calculating the present value of the remaining lease payments for each lease was the Federal Home Loan Bank of Pittsburgh advance rate corresponding to the remaining maturity of the lease as of January 1, 2019. The following table presents the weighted-average remaining lease term and discount rate for the leases outstanding at December 31, 2023 and 2022.

​​2023​2022​
Weighted-average remaining term (years)​12.5​9.3​
Weighted-average discount rate​3.53%3.94%

​

The following table presents the undiscounted cash flows due related to operating leases as of December 31, 2023, along with a reconciliation to the discounted amount recorded on the Consolidated Balance Sheets:

Undiscounted cash flows due (In thousands):​​​
2024​$52​​
2025​52​
2026​52​
2027​53​
2028​53​
Thereafter​337​
Total undiscounted cash flows​599​
Discount on cash flows​(114)
Total lease liabilities​$485​​

​

Under Topic 842, the lessee can elect to not record on the Consolidated Balance Sheets a lease whose term is twelve months or less and does not include a purchase option that the lessee is reasonably certain to exercise. As of December 31, 2023, the Corporation had no leases that had a term of twelve months or less.

Rental expense under operating leases totaled approximately $45,000 in 2023 and $227,000 in 2022. Effective November 19, 2022, the Corporation terminated a lease and paid a one-time fee of $132,000. The early termination fee was expensed and included in the rental expense costs in 2022. The termination resulted in a reduction of the right-of-use asset and liability in the amount of$563,000.

In the normal course of business, the Corporation is subject to pending and threatened litigation in which claims for monetary damages are asserted. In management’s opinion, the Corporation’s financial position and results of operations would not be materially affected by the outcome of these legal proceedings.

14. REGULATORY MATTERS

In August 2018, the Federal Reserve Board issued an interim final rule that expanded applicability of the Board’s small bank holding company policy statement. The interim final rule raised the policy statement’s asset threshold from $1 billion to $3 billion in total consolidated assets for a bank holding company or savings and loan holding company that: (1) is not engaged in significant nonbanking activities; (2) does not conduct significant off-balance sheet activities; and (3) does not have a material amount of debt or equity securities, other than trust-preferred securities, outstanding. The interim final rule provides that, if warranted for supervisory purposes, the Federal Reserve may exclude a company from the threshold increase. Management believes the Corporation meets the conditions of the Federal Reserve’s small bank holding company policy statement and is therefore excluded from consolidated capital requirements at December 31, 2023.

The Bank is subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgements by regulators. Failure to meet capital requirements can initiate regulatory action. The net unrealized gain or loss on available-for-sale debt securities is not included in computing regulatory capital. Management believes as of December 31, 2023, the Bank meets all capital adequacy requirements to which it is subject.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are

​

limited, as is asset growth and expansion, and capital restoration plans are required. At December 31, 2023 and 2022, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s category.

Current quantitative measures established by regulation to ensure capital adequacy require Journey Bank to maintain minimum amounts and ratios (set forth in the table below) of Total capital, Tier I capital, and Tier I common equity (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). The following tables present summary information regarding the Bank’s risk-based capital and related ratios at December 31, 2023 and 2022:

Schedule of Compliance with Regulatory Capital Requirements under Banking Regulations

(Dollars in Thousands) · ​ · Journey Bank · ​ · Minimum Required For Capital Adequacy Purposes Ratio · ​ · Minimum Required For Capital Adequacy Purposes with Conservation Buffer Ratio · ​ · Minimum Required To Be Well Capitalized Under Prompt Corrective Action Regulations Ratio · ​
Amount · ​ · Ratio
December 31, 2023​​​​​​​​​​​
Total capital (to risk-weighted assets)​$138,382​​14.49%8.00%10.50%10.00%
Tier I capital (to risk-weighted assets)​129,053​13.52%6.00%8.50%8.00%
Tier I common equity (to risk-weighted assets)​129,053​13.52%4.50%7.00%6.50%
Tier I capital (to average assets)​129,053​8.03%4.00%4.00%5.00%
Total risk-weighted assets​954,878​​​​​​​​​
Total average assets​1,607,661​​​​​​​​​
(Dollars in Thousands) · ​ · Journey Bank · ​ · Minimum Required For Capital Adequacy Purposes Ratio · ​ · Minimum Required For Capital Adequacy Purposes with Conservation Buffer Ratio · ​ · Minimum Required To Be Well Capitalized Under Prompt Corrective Action Regulations Ratio · ​
Amount · ​ · Ratio
December 31, 2022​​​​​​​​​​​
Total capital (to risk-weighted assets)​$107,735​​20.13%8.00%10.50%10.00%
Tier I capital (to risk-weighted assets)​101,037​18.88%6.00%8.50%8.00%
Tier I common equity (to risk-weighted assets)​101,037​18.88%4.50%7.00%6.50%
Tier I capital (to average assets)​101,037​10.52%4.00%4.00%5.00%
Total risk-weighted assets​535,197​​​​​​​​​
Total average assets​960,360​​​​​​​​​

15. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONCENTRATIONS OF CREDIT RISK

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and commercial letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheets. The contract or notional amounts of those instruments reflect the extent of involvement the Corporation has in particular classes of financial instruments. The Corporation does not engage in trading activities with respect to any of its financial instruments with off-balance sheet risk.

The Corporation may require collateral or other security to support financial instruments with off-balance sheet credit risk. The contract or notional amounts at December 31, 2023 and 2022 were as follows:

(In Thousands)​2023​2022​
Financial instruments whose contract amounts represents credit risk:​​​​​
Commitments to extend credit​$164,877​​$84,851​​
Standby letters of credit​6,621​6,357​
Dealer floor plans​1,973​1,705​

​

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily

​

represent future cash requirements. The Corporation evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on management’s credit evaluation of the counter-party. Collateral held varies but may include accounts receivable, inventory, property, plant, equipment and income-producing commercial properties.

Standby letters of credit and commercial letters of credit are conditional commitments issued by the Corporation to guarantee payment to a third party when a customer either fails to repay an obligation or fails to perform some non-financial obligation. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Corporation holds collateral supporting those commitments for which collateral is deemed necessary. The extent of collateral held for those commitments at December 31, 2023 varied from 0% to 100%. The average amount collateralized was 89.1%.

The Corporation’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual notional amount of those instruments. The Corporation uses the same credit policies in making commitments and conditional obligations, as it does for on-balance sheet instruments.

The Corporation granted commercial, consumer and residential loans to customers primarily within Pennsylvania. Of the total loan portfolio,88.7% was for real estate loans, principally residential. It was the opinion of management that this high concentration did not pose an adverse credit risk. Further, it is management’s opinion that the remainder of the loan portfolio was balanced and diversified to the extent necessary to avoid any significant concentration of credit.

As of December 31, 2023, the total reserve for unfunded commitments was $27,000 as compared to $65,000 at December 31, 2022, and is accounted for in other liabilities in the Consolidated Balance Sheets. See Note 1 for more information on the accounting policy for the allowance for unfunded commitments.

16. PARENT COMPANY ONLY FINANCIAL INFORMATION

Condensed financial information for Muncy Columbia Financial Corporation (Parent Company only) was as follows:

BALANCE SHEETS · ​ · December 31, · ​
(In Thousands)​2023​2022​
Assets​​​​​
Cash​$1,037​​$962​​
Investment in subsidiary​148,349​80,991​
Available-for-sale debt securities​2,767​2,670​
Marketable equity securities​1,295​1,077​
Other assets​397​242​
Total Assets​$153,845​​$85,942​​
Liabilities and Stockholders’ Equity​​​​​
Accrued expenses and other liabilities​$20​​$—​​
Total Liabilities​20​—​
Stockholders’ Equity​​​​​
Common stock​4,794​2,930​
Additional paid-in capital​83,343​30,030​
Retained earnings​90,514​90,156​
Accumulated other comprehensive loss​(15,036)(27,384)
Treasury stock​(9,790)(9,790)
Total Stockholders’ Equity​153,825​85,942​
Total Liabilities and Stockholders’ Equity​$153,845​​$85,942​​

​

​

STATEMENTS OF INCOME · ​ · Years Ended December 31, · ​
(In Thousands)​2023​2022​
Income​​​​​
Dividends from subsidiary bank​$3,557​​$3,471​​
Interest & dividends - other​83​66​
Losses on marketable equity securities​(119)(37)
Total Income​3,521​3,500​
Operating expenses​221​174​
Income Before Taxes and Equity in Undistributed​3,300​3,326​
Applicable income tax​48​36​
Income Before Equity in Undistributed Net Income of Subsidiary​3,252​3,290​
Equity in undistributed income of subsidiary​135​6,224​
Net Income​$3,387​​$9,514​​
STATEMENTS OF CASH FLOWS · ​ · Years Ended December 31, · ​
(In Thousands)​2023​2022​
Operating Activities:​​​​​
Net income​$3,387​​$9,514​​
Adjustments to reconcile net income to net cash provided by operating activities:​​​​​
Loss on marketable equity securities​119​37​
Equity in undistributed net income of subsidiary​(135)(6,224)
Deferred income tax (benefit)​62​(7)​
(Increase) decrease in other assets​(13)50​
Other, net​9​8​
Net Cash Provided By Operating Activities​3,429​3,378​
Investing Activities:​​​​​
Net cash and cash equivalents provided by business combination​126​—​
Financing Activities:​​​​​
Acquisition of treasury stock​—​(25)
Proceeds from issuance of common stock​77​74​
Cash dividends​(3,557)(3,471)
Net Cash Used In Financing Activities​(3,480)(3,422)
Increase (Decrease) in Cash and Cash Equivalents​75​(44)
Cash and Cash Equivalents at Beginning of Year​962​1,006​
Cash and Cash Equivalents at End of Year​$1,037​​$962​​

17. FAIR VALUE MEASUREMENTS AND FAIR VALUES OF FINANCIAL INSTRUMENTS

The Corporation establishes a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring assets and liabilities at fair value. The standard describes three levels of inputs that may be used to measure fair values:

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 quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments of which can be directly observed.

Level III: Assets and liabilities that have little to no pricing observability 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 judgement or estimation.

This hierarchy requires the use of observable market data available.

​

The following table presents the assets reported on the Consolidated Balance Sheets at their fair value on a recurring basis as of December 31, 2023 and 2022, by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

​ · ​ · December 31, 2023 · ​
(In Thousands) · ​ · Level I · ​ · Level II · ​ · Level III · ​ · Total · ​
Obligation of US Government Corporations and Agencies​​​​​​​​​​​​​
Mortgage-backed​$​—​$​131,340​$​—​$​131,340​
Collateralized mortgage obligations​​—​​9,018​​​​​9,018​
Other​​—​​187,712​​—​​187,712​
Obligations of state and political subdivisions​​—​​84,956​​​​​84,956​
Other debt securities​—​276​​—​276​
Total available-for-sale debt securities​$​—​$​413,302​$​—​$​413,302​
Marketable equity securities​$​1,295​$​—​$​—​$​1,295​
Real estate loans held for sale​$​—​$​366​$​—​$​366​
​​December 31, 2022​
(In Thousands)​​Level I​​Level II​​Level III​​Total​
Obligation of US Government Corporations and Agencies​​​​​​​​​​​​​
Mortgage-backed​$​—​$​126,065​$​—​$​126,065​
Other​​—​​200,923​​—​​200,923​
Obligations of state and political subdivisions​—​14,063​—​14,063​
Total available-for-sale debt securities​$​—​$​341,051​$​—​$​341,051​
Marketable equity securities​$​1,077​$​—​$​—​$​1,077​
Real estate loans held for sale​$​—​$​4,568​$​—​$​4,568​

​

​

The fair values of equity securities classified as Level I are derived from quoted market prices in active markets; these assets consist entirely of stocks held in other banks. The fair values of all debt securities classified as Level II are obtained from nationally-recognized third-party pricing agencies. The fair values are derived primarily from cash flow models, which include assumptions for interest rates, credit losses, and prepayment speeds. The significant inputs utilized in the cash flow models are based on market data obtained from sources independent of the Corporation (observable inputs), and are therefore classified as Level II within the fair value hierarchy.

The following table presents the assets measured on a nonrecurring basis on the Consolidated Balance Sheets at their fair value as of December 31, 2023, by level within the fair value hierarchy. There were no assets measured on a non-recurring basis as of December 31, 2022. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

​​December 31, 2023
(In Thousands)​Level I​Level II​Level III​Total
Assets Measured on a Non-recurring Basis:​​​​​​​​
Loans individually evaluated for credit loss​$—​​$—​​$8,136​​$8,136​
​$—​​$—​​$8,136​​$8,136​

​

The fair value of loans individually evaluated for credit loss are measured using a discounted cash flow approach. The significant unobservable inputs used in the fair value measurement of loans individually evaluated for credit loss are the estimated charge-off and prepayment speed assumptions utilized. Loans individually evaluated for credit loss are reviewed and evaluated on at least a quarterly basis for individual reserve requirements and adjusted accordingly.

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At December 31, 2023 and December 31, 2022, the carrying values and fair values of financial instruments that are not recorded at fair value in the consolidated financial statements are presented in the table below:

​ · ​ · 2023 · ​
(In Thousands)​Carrying Amount​Fair Value​Level I​Level II​Level III​
Financial assets:​​​​​​​​​​​
Cash and cash equivalents​$18,377​​$18,377​​$18,377​​$—​​$—​​
Interest-bearing time deposits​979​982​—​982​—​
Restricted equity securities​10,394​10,394​—​10,394​—​
Loans, net​1,059,127​972,834​—​—​972,834​
Accrued interest receivable​5,362​5,362​—​5,362​​​
Mortgage servicing rights​2,035​2,107​—​—​2,107​
Financial liabilities:​​​​​​​​​​​
Interest-bearing deposits​$884,654​​$883,434​​$—​​$560,521​​$322,913​​
Noninterest-bearing deposits​266,015​266,015​—​266,015​—​
Short-term borrowings​252,532​252,532​—​252,532​—​
Long-term borrowings​70,448​68,887​—​—​68,887​
Accrued interest payable​2,358​2,358​—​2,358​—​
​​2022​
(In Thousands)​Carrying Amount​Fair Value​Level I​Level II​Level III​
Financial assets:​​​​​​​​​​​
Cash and cash equivalents​$13,084​​$13,084​​$13,084​​$—​​$—​​
Restricted equity securities​3,223​3,223​—​3,223​—​
Loans, net​520,450​466,776​—​—​466,776​
Accrued interest receivable​2,222​2,222​—​2,222​​​
Mortgage servicing rights​1,290​1,678​—​—​1,678​
Financial liabilities:​​​​​​​​​​​
Interest-bearing deposits​$500,480​​$499,211​​$—​​$375,968​​$123,243​​
Noninterest-bearing deposits​181,845​181,845​—​181,845​—​
Short-term borrowings​171,741​171,741​—​171,741​—​
Long-term borrowings​24​24​—​—​24​
Accrued interest payable​187​187​—​187​—​

​

Fair value is defined as a financial instrument which could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale. If a quoted market price is available for a financial instrument, the estimated fair value would be calculated based upon the market price per trading unit of the instrument, but focuses on the exit price of the asset and liability.

If no readily available market exists, the fair value estimates for financial instruments should be based upon management’s judgment regarding current economic conditions, interest rate risk, expected cash flows, future estimate losses, and other factors as determined through various option pricing formulas. As many of these assumptions result from judgments made by management based upon estimates that are inherently uncertain, the resulting estimated fair values may not be indicative of the amount realizable in the sale of a particular financial instrument. In addition, changes in assumptions on which the estimate fair values are based may have a significant impact on the resulting estimated fair values.

As certain assets, such as deferred tax assets and premises and equipment, are not considered financial instruments, the estimated fair value of financial instruments would not represent the full value of the Corporation.

18. SUBSEQUENT EVENTS

On January 17, 2024, the Corporation sold available-for-sale debt securities with a total market value of $50.3 million, the proceeds of which were utilized to paydown short-term FHLB borrowings. Securities sold included $34.2 million of US government agency securities, $15.5 million of mortgaged-backed securities and $563,000 of collateralized mortgage obligations. The sale resulted in a net realized loss of approximately $8,000 which was recorded in January 2024.

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To the Stockholders* and *the Board of Directors of Muncy Columbia Financial Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Muncy Columbia Financial Corporation and subsidiary (the “Company”) as of December 31, 2023 and 2022; the related consolidated statements of income, comprehensive income (loss), changes in stockholders’ equity, and cash flows for the years then ended; and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Statesof America.

Change in Accounting Principle

As discussed in Note 1 to the financial statements, the Company changed its method of accounting for credit losses effective January 1, 2023, due to the adoption of Accounting Standards Codification (ASC) Topic 326,*Financial Instruments –*Credit Losses.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent, with respect to the Company, in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission andthe PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express nosuch opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis forour opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Audit Committee and that: (1) relate to accounts or disclosures that are material to the financial statements; and (2) involve our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter, in any way, our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

​

Allowance for Credit Losses (ACL) - Loans

The Company’s loan portfolio totaled $1.1 billion as of December 31, 2023 and the associated ACL was $9.3 million. As described in Notes 1 and 5 to the consolidated financial statements, the determination of the ACL requires significant judgement about the expected future losses, which is based on a baseline lifetime loss rates which are calculated using either a discounted cash flow model or a probability of default methodology, and then adjusting as applicable for current qualitative conditions and the forecasted environment based upon both internal and external factors that are different from the conditions that existed during the historical loss calculation period. The Company implemented the new methodology in accordance with the adoption of ASU 2016-13 Financial Instruments – Credit Losses (Topic 326) on January 1, 2023.and adjustments to historical loss factors require a significant amount of judgement by management and involves a high degreeof estimation.

We identified the implementation of the CECL methodology and the adjustments to the historical loss factor components of the allowance for credit losses as a critical audit matter as auditing the implementation of a new methodology as well as the underlying adjustments required significant auditor judgment as amounts determined by management rely on analysis that is highly subjective and includes significant estimation uncertainty.

The primary procedures we performed to address this critical audit matter included:

Testing the design, implementation, and operating effectiveness of internal controls over the calculation of the allowance forcredit losses

Testing the completeness and accuracy of the significant data points that management uses in their modeling ofthe ACL

Evaluating the directional consistency and reasonableness of management’s conclusions regarding assessment of qualitative factors based on the trends identified in the underlying supporting data.

Testing the valuations for individually evaluated loans by evaluating assumptions on repayment and verifying the mathematical accuracyof calculations

Accounting for Acquisition

During 2023, the Company completed the strategic merger of equals between CCFNB Bancorp, Inc. (“CCFNB”) and Muncy Bank Financial, Inc. (“MBF”) with MBF being merged into CCFNB for net consideration of $55.1 million, as disclosed in Note 2 to the financial statements. Upon completion of the merger, CCFNB changed its name to Muncy Columbia Financial Corporation. The transaction was accounted for by applying theacquisition method.

Auditing the Company’s accounting for the acquisition of MBF was complex due to the significant estimation required by management to determine the fair value of the loans acquired and core deposit intangibles of $25.8 million and $12.1 million, respectively. The Company determined the fair value of the acquired loans by estimating the principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest. Management considered a number of factors in evaluating the acquisition-date fair value, including the remaining life of the acquired loans, delinquency status, estimated prepayments, payment options and other loan features, internal risk grade, estimated value of the underlying collateral, and interest rate environment. The Company determined the fair value of the core deposit intangibles by using a discounted cash flow model based on various factors, including discount rate, attrition rate, interest rate, cost of alternative funds, and net maintenance costs. The significant estimation was primarily due to the judgment involved in determining the discount rate used to discount the expected cash flows for acquired loans and core deposit intangibles, along with other factors described above, to establish the acquisition-date fair value of the loans and core deposit intangibles. These factors are forward-looking and could be affected by future economic andmarket conditions.

​

The primary procedures we performed to address this critical matter included:

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting forthe acquisition.

We tested the data inputs used in the valuation models comparing factors to current industry, market andeconomic information.

We gained an understanding of the qualifications of the valuation specialist utilized by the Company and tested the completeness and accuracy of the data utilized intheir model

We have served as the Company’s auditor since 2014.

/s/S.R. Snodgrass, P.C.

Cranberry Township, Pennsylvania

March 12, 2024

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