UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)

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

For the fiscal year ended  December 31, 2022

or

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

For the transition period from_____________________ to ___________________

Commission file number
000-13222

CITIZENS FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania
  
23-2265045
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)

15 South Main Street, Mansfield, Pennsylvania
16933
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:
(570) 662-2121

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

Common Stock, Par value $1.0 per share
CZFS
The Nasdaq Stock Market, LLC
Title of
Each Class
Trading
Symbol(s)
Name of Each Exchange
on Which Registered

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐  Yes     ☒  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐  Yes     ☒  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒  Yes     ☐  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒  Yes    ☐  No

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

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. □

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). □

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
    ☐  Yes     ☒  No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter; $261,264,000 as of June 30, 2022.

As of March 1, 2023, there were 3,971,210 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required by Part III is incorporated by reference to the Registrant’s Definitive Proxy Statement for the 2023 Annual Meeting of Shareholders.

Citizens Financial Services, Inc.
Form 10-K
INDEX

 
Page
PART I
 
1 – 9
9 – 17
17
17
18
18
 
PART II
 
18 – 19
19
20 – 48
49
50 – 104
105
105
105
105
 
PART III
 
106
106
106 – 107
107
107
 
PART IV
 
108 – 110
110
111

PART I

ITEM 1 – BUSINESS.
 
CITIZENS FINANCIAL SERVICES, INC.
 
Citizens Financial Services, Inc. (the “Company”), a Pennsylvania corporation, was incorporated on April 30, 1984 to be the holding company for First Citizens Community Bank (the “Bank”), a Pennsylvania-chartered bank and trust company. During 2020, CZFS Acquisition Company, LLC (CZFS) was formed as a wholly owned subsidiary of the Company, and subsequently the Company’s interest in the Bank was transferred to CZFS to facilitate the merger with MidCoast Community Bancorp, Inc. (MidCoast) and its wholly owned subsidiary, MidCoast Community Bank (“MC Bank”), which was completed on April 17, 2020. The Company is primarily engaged in the ownership and management of CZFS, its subsidiary, the Bank and the Bank’s wholly owned subsidiaries, First Citizens Insurance Agency, Inc. (“First Citizens Insurance”) and 1st Realty of PA LLC (“Realty”). Realty was formed in March of 2019 to manage and sell properties acquired by the Bank in the settlement of a bankruptcy filing with a commercial customer, as well as other properties the Bank obtains in foreclosure.
 
PENDING ACQUISITION OF HV BANCORP, INC.
 
On October 18, 2022, the Company and HV Bancorp, Inc. (“HVBC”), the holding company for Huntingdon Valley Bank (“HVB”),) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which HVBC will merge with and into the Company Concurrent with the merger, it is expected that HVB will merge with and into the Bank, with the Bank as the surviving institution.
 
Under the terms of the Merger Agreement, each outstanding share of HVBC common stock will be converted into either the right to receive $30.50 in cash or 0.40 shares of the Company’s common stock.  Not more than 20% of the outstanding shares of HVBC common stock (including for this purpose, dissenters’ shares) may be paid in cash and the remainder will be paid in the Company’s common stock.   In the event of a greater than 20% decline in market value of the Company’s common stock, HVBC may, in certain circumstances, be able to terminate the Merger Agreement unless the Company increases the number of shares into which HVB Bancorp, Inc. shares common stock may be converted or increases in the cash component of the merger consideration.
 
The senior management of the Company and the Bank will be augmented by management team members from HVBC and HVB.
 
The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval by the shareholders of HVBC.  The merger is currently expected to be completed in the first half of 2023.
 
Each of the directors of HVBC have agreed to vote their shares in favor of the approval of the Merger Agreement at the shareholders’ meeting to be held to vote on the proposed transaction. If the merger is not consummated under certain circumstances, HVBC has agreed to pay the Company a termination fee of $2,800,000.
 
AVAILABLE INFORMATION
 
A copy of the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current events reports on Form 8-K, and amendments to these reports, filed or furnished pursuant to Section 13(a) or 15(d)  of the Securities Exchange Act of 1934, as amended, are made available free of charge through the Company’s web site at www.firstcitizensbank.com as soon as reasonably practicable after such reports are filed with or furnished to  the Securities and Exchange Commission. Copies of the reports the Company files electronically with the Securities and Exchange Commission are also available through the Securities and Exchange Commission’s website at www.sec.gov. Information on our website shall not be considered as incorporated by reference into this Form 10-K.

1
 FIRST CITIZENS COMMUNITY BANK
 
The Bank is a full-service bank engaged in a broad range of banking activities and services for individual, business, governmental and institutional customers.  These activities and services principally include checking, savings, and time deposit accounts; residential, commercial and agricultural real estate, commercial and industrial, state and political subdivision and consumer loans; and a variety of other specialized financial services.  The Trust and Investment division of the Bank offers a full range of client investment, estate, mineral management and retirement services.
 
The Bank’s main office is located at 15 South Main Street, Mansfield (Tioga County), Pennsylvania.  In addition to the main office in Mansfield, the Bank operates 31 full service offices and one limited branch office in its market areas. The Bank’s north central, Pennsylvania market area consists of the Pennsylvania Counties of Bradford, Clinton, Potter and Tioga in north central Pennsylvania.  It also includes Allegany, Steuben, Chemung and Tioga Counties in Southern New York.  The south central Pennsylvania market consists of Lebanon county and portions of Berks, Lancaster and Schuylkill Counties in Pennsylvania. The Central Pennsylvania market consists of our offices in Centre, Clinton and Union counties and the surrounding communities. Our Delaware market consists of Wilmington and Dover, Delaware and portions of Chester County, Pennsylvania and was due to the MidCoast acquisition, completed in April 2020, which added two offices in Wilmington, Delaware and one office in Dover, Delaware. In November of 2020, the Bank opened a full-service branch in Chester County, Pennsylvania. During 2022, we opened two offices, one in Ephrata, Pennsylvania and one in Greenville, Delaware. We also received regulatory approval to open a full service branch in Williamsport, Pennsylvania, which is expected to open in the second half of 2023.
 
The economy of the Bank’s market areas are diversified and include manufacturing industries, wholesale and retail trade, service industries, agricultural and the production of natural resources of gas and timber.  We are dependent geographically upon the economic conditions in north central, central and south central Pennsylvania, the southern tier of New York and the cities and surrounding areas of Wilmington and Dover, Delaware.
 
COMPETITION
 
The banking industry in the Bank’s service areas are intensely competitive, with competitors including local community banks, larger regional banks, and financial service providers such as consumer finance companies, thrifts, investment firms, mutual funds, insurance companies, credit unions, mortgage banking firms, financial companies, financial affiliates of industrial companies, FinTech and internet entities, and government sponsored agencies, such as Freddie Mac, Fannie Mae and Farm Credit.  Competitive pressures continue to increase in our service areas as entities seek both loan and deposit growth, as well as geographic expansion. The Bank is generally competitive with all competing financial institutions in its service areas with respect to interest rates paid on time and savings deposits, service charges on deposit accounts and interest rates charged on loans.
 
Additional information related to our business and competition is included in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations.”
 
HUMAN CAPITAL RESOURCES
 
At December 31, 2022, we had a total of 328 employees, including 22 part-time employees and of which approximately 76% are women. The full-time equivalent of our total employees at December 31, 2022 was 312. As a financial institution, approximately 49% of our employees are employed at our branch and loan production offices, and another 1.5% are employed at our customer care call center. The success of our business is highly dependent on our employees, who provide value to our customers and communities through their dedication to our mission. Our employees are not represented by any collective bargaining group. Management considers its employee relations to be good.
 
We encourage and support the growth and development of our associates and, wherever possible, seek to fill positions by promotion and transfer from within the organization. Continual learning and career development are advanced through internally developed training programs and specialty education within banking and using universities that offer Banking Management programs. We believe our ability to attract and retain employees is a key to our success. Accordingly, we strive to offer competitive salaries and employee benefits to all employees and monitor salaries in our market areas. At December 31, 2022, 23% of our current staff had been with us for fifteen years or more.
 
2
The safety, health and wellness of our employees is a top priority. All employees are asked not to come to work when they experience signs or symptoms of a possible COVID-19 illness. On an ongoing basis, we further promote the health and wellness of our associates by strongly encouraging work-life balance and sponsoring various wellness programs, whereby associates are compensated for incorporating healthy habits into their daily routines.
 
SUPERVISION AND REGULATION
 
GENERAL
 
The Bank is subject to extensive regulation, examination and supervision by the Pennsylvania Department of Banking (“PDB”) and, as a member of the Federal Reserve System, by the Board of Governors of the Federal Reserve System (the “FRB”).  Federal and state banking laws and regulations govern, among other things, the scope of a bank’s business, the investments a bank may make, the reserves against deposits a bank must maintain, terms of deposit accounts, loans a bank makes, the interest rates a bank charges and collateral a bank takes, the activities of a bank with respect to mergers and consolidations and the establishment of branches.  The Company is registered as a bank holding company and is subject to supervision and regulation by the FRB under the Bank Holding Company Act of 1956, as amended (the “BHCA”).
 
PENNSYLVANIA BANKING LAWS

The Pennsylvania Banking Code (“Banking Code”) contains detailed provisions governing the organization, location of offices, rights and responsibilities of directors, officers, and employees, as well as corporate powers, savings and investment operations and other aspects of the Bank and its affairs. The Banking Code delegates extensive rule-making power and administrative discretion to the PDB so that the supervision and regulation of state chartered banks may be flexible and readily responsive to changes in economic conditions and in savings and lending practices.
 
Pennsylvania law also provides Pennsylvania state chartered institutions elective parity with the power of national banks, federal thrifts, and state-chartered institutions in other states as authorized by the FDIC, subject to a required notice to the PDB. The Federal Deposit Insurance Corporation Act (“FDIA”), however, prohibits state chartered banks from making new investments, loans, or becoming involved in activities as principal and equity investments which are not permitted for national banks unless (1) the FDIC determines the activity or investment does not pose a significant risk of loss to the Deposit Insurance Fund and (2) the bank meets all applicable capital requirements. Accordingly, the additional operating authority provided to the Bank by the Banking Code is restricted by the FDIA.
 
In April 2008, banking regulators in the States of New Jersey, New York, and Pennsylvania entered into a Memorandum of Understanding (the “Interstate MOU”) to clarify their respective roles, as home and host state regulators, regarding interstate branching activity on a regional basis pursuant to the Riegle-Neal Amendments Act of 1997. The Interstate MOU establishes the regulatory responsibilities of the respective state banking regulators regarding bank regulatory examinations and is intended to reduce the regulatory burden on state chartered banks branching within the region by eliminating duplicative host state compliance exams.  Under the Interstate MOU, the activities of branches we established in New York would be governed by Pennsylvania state law to the same extent that federal law governs the activities of the branch of an out-of-state national bank in such host states. Issues regarding whether a particular host state law is preempted are to be determined in the first instance by the PDB. In the event that the PDB and the applicable host state regulator disagree regarding whether a particular host state law is pre-empted, the PDB and the applicable host state regulator would use their reasonable best efforts to consider all points of view and to resolve the disagreement.
 
COMMUNITY REINVESTMENT ACT
 
The Community Reinvestment Act, (“CRA”), as implemented by FRB regulations, provides that the Bank has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods.  The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA.  The CRA requires the FRB, in connection with its examination of the Bank, to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain corporate applications by such institution, such as mergers and branching.  The Bank’s most recent rating was “Satisfactory.”  Various consumer laws and regulations also affect the operations of the Bank.  In addition to the impact of regulation, commercial banks are affected significantly by the actions of the FRB as it attempts to control the money supply and credit availability in order to influence the economy.
 
3
Current Capital requirements
 
Federal regulations require FDIC-insured depository institutions, including state-chartered, FRB-member banks, to meet several minimum capital standards.  These capital standards were effective January 1, 2015, and result from a final rule implementing regulatory amendments based on recommendations of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”).
 
The capital standards require the maintenance of common equity Tier 1 capital, Tier 1 capital and total capital to risk-weighted assets of at least 4.5%, 6.0% and 8.0%, respectively, and a leverage ratio of at least 4% of Tier 1 capital.  Common equity Tier 1 capital is generally defined as common stockholders’ equity and retained earnings.  Tier 1 capital is generally defined as common equity Tier 1 and Additional Tier 1 capital.  Additional Tier 1 capital generally includes certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries.  Total capital includes Tier 1 capital (common equity Tier 1 capital plus Additional Tier 1 capital) and Tier 2 capital.  Tier 2 capital is comprised of capital instruments and related surplus meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt.  Also included in Tier 2 capital is the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets and, for institutions that have exercised an opt-out election regarding the treatment of Accumulated Other Comprehensive Income (“AOCI”), up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values.  The Company has exercised the AOCI opt-out option and therefore AOCI is not incorporated into common equity Tier 1 capital.  Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations.
 
In determining the amount of risk-weighted assets for purposes of calculating risk-based capital ratios, assets, including certain off-balance sheet assets (e.g., recourse obligations, direct credit substitutes, residual interests) are multiplied by a risk weight factor assigned by the regulations based on the risks believed inherent in the type of asset.  Higher levels of capital are required for asset categories believed to present greater risk.  For example, a risk weight of 0% is assigned to cash and U.S. government securities, a risk weight of 50% is generally assigned to prudently underwritten first lien one- to four-family residential mortgages, a risk weight of 100% is assigned to commercial and consumer loans, a risk weight of 150% is assigned to certain past due loans and a risk weight of between 0% to 600% is assigned to permissible equity interests, depending on certain specified factors.
 
In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions by the institution and certain discretionary bonus payments to management if an institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements.
 
The FRB has authority to establish individual minimum capital requirements in appropriate cases upon a determination that an institution’s capital level is or may become inadequate in light of the particular risks or circumstances.
 
As permitted by applicable federal regulation, the Bank has opted to use the community bank leverage ratio (the “CBLR”) framework for determining its capital adequacy, as discussed above. If a qualifying community bank fails to maintain the applicable minimum CBLR during the grace period, or if it is unable to restore compliance with the CBLR within the grace period, then it will revert to the Basel III capital framework and the normal Prompt Corrective Action capital categories will apply. At December 31, 2022, the Bank’s leverage ratio was 8.77%, which is less than the ratio required to be considered “well-capitalized” under the CBLR framework.
 
4
 Prompt Corrective Action Rules
 
Federal law establishes a system of prompt corrective action to resolve the problems of undercapitalized institutions.  The law requires that certain supervisory actions be taken against undercapitalized institutions, the severity of which depends on the degree of undercapitalization.  The FRB has adopted regulations to implement the prompt corrective action legislation as to state member banks.  The regulations were amended to incorporate the previously mentioned increased regulatory capital standards that were effective January 1, 2015.  An institution is deemed to be “well capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a leverage ratio of 5.0% or greater and a common equity Tier 1 ratio of 6.5% or greater.  An institution is “adequately capitalized” if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a leverage ratio of 4.0% or greater and a common equity Tier 1 ratio of 4.5% or greater.  An institution is “undercapitalized” if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio of less than 4.0% or a common equity Tier 1 ratio of less than 4.5%.  An institution is deemed to be “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a leverage ratio of less than 3.0% or a common equity Tier 1 ratio of less than 3.0%.  An institution is considered to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%.
 
Subject to a narrow exception, a receiver or conservator must be appointed for an institution that is “critically undercapitalized” within specified time frames.  The regulations also provide that a capital restoration plan must be filed with the FRB within 45 days of the date an institution is deemed to have received notice that it is “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized.” Compliance with the capital restoration plan must be guaranteed by any parent holding company up to the lesser of 5% of the depository institution’s total assets when it was deemed to be undercapitalized or the amount necessary to achieve compliance with applicable capital requirements.  In addition, numerous mandatory supervisory actions become immediately applicable to an undercapitalized institution including, but not limited to, increased monitoring by regulators and restrictions on growth, capital distributions and expansion.  The FRB could also take any one of a number of discretionary supervisory actions, including the issuance of a capital directive and the replacement of senior executive officers and directors.  Significantly and critically undercapitalized institutions are subject to additional mandatory and discretionary measures.
 
STANDARDS FOR SAFETY AND SOUNDNESS
 
The federal banking agencies have adopted Interagency Guidelines prescribing Standards for Safety and Soundness in various areas such as internal controls and information systems, internal audit, loan documentation and credit underwriting, interest rate exposure, asset growth and quality, earnings and compensation, fees and benefits.  The guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired.  If the FRB determines that a state member bank fails to meet any standard prescribed by the guidelines, the FRB may require the institution to submit an acceptable plan to achieve compliance with the standard.
 
ENFORCEMENT
 
The PDB maintains enforcement authority over the Bank, including the power to issue cease and desist orders and civil money penalties and remove directors, officers or employees.  The PDB also has the power to appoint a conservator or receiver for a bank upon insolvency, imminent insolvency, unsafe or unsound condition or certain other situations.  The FRB has primary federal enforcement responsibility over FRB-member state banks and has authority to bring actions against the institution and all institution-affiliated parties, including shareholders, who knowingly or recklessly participate in wrongful actions likely to have an adverse effect on the bank. Formal enforcement action may range from the issuance of a capital directive or a cease and desist order, to removal of officers and/or directors.  Civil penalties cover a wide range of violations and can amount to $25,000 per day, or even $1 million per day in especially egregious cases.  The FDIC, as deposit insurer, has the authority to recommend to the FRB that enforcement action be taken with respect to a member bank.  If the FRB does not take action, the FDIC has authority to take such action under certain circumstances.  In general, regulatory enforcement actions occur with respect to situations involving unsafe or unsound practices or conditions, violations of law or regulation or breaches of fiduciary duty.  Federal and Pennsylvania law also establish criminal penalties for certain violations.
 
5
 Regulatory Restrictions on bank Dividends
 
The Bank may not declare a dividend without approval of the FRB, unless the dividend to be declared by the Bank's Board of Directors does not exceed the total of:  (i) the Bank's net profits for the current year to date, plus (ii) its retained net profits for the preceding two years, less any required transfers to surplus.
 
Under Pennsylvania law, the Bank may only declare and pay dividends from its accumulated net earnings.  In addition, the Bank may not declare and pay dividends from the surplus funds that Pennsylvania law requires that it maintain.  Under these policies and subject to the restrictions applicable to the Bank, the Bank could have declared, during 2022, without prior regulatory approval, aggregate dividends of approximately $30.4 million, plus net profits earned to the date of such dividend declaration.
 
BANK SECRECY ACT
 
Under the Bank Secrecy Act (BSA), banks and other financial institutions are required to retain records to assure that the details of financial transactions can be traced if investigators need to do so.  Banks are also required to report most cash transactions in amounts exceeding $10,000 made by or on behalf of their customers.  Failure to meet BSA requirements may expose the Bank to statutory penalties, and a negative compliance record may affect the willingness of regulating authorities to approve certain actions by the Bank requiring regulatory approval, including acquisition and opening new branches.
 
INSURANCE OF DEPOSIT ACCOUNTS
 
The Bank’s deposits are insured up to applicable limits by the Deposit Insurance Fund (DIF) of the FDIC.  Under the FDIC’s risk-based assessment system, insured institutions are assigned to one of four risk categories based on supervisory evaluations, regulatory capital levels and certain other factors, with less risky institutions paying lower assessments.  An institution’s assessment rate depends upon the category to which it is assigned, and certain adjustments specified by FDIC regulations.
 
As required by the Dodd-Frank Act, the FDIC has issued final rules implementing changes to the assessment rules. The rules change the assessment base used for calculating deposit insurance assessments from deposits to total assets, less tangible (Tier 1) capital. Since the new base is larger than the previous base, the FDIC also lowered assessment rates so that the rule would not significantly alter the total amount of revenue collected from the industry. The range of adjusted assessment rates is now 2.5 to 45 basis points of the new assessment base. The rule is expected to benefit smaller financial institutions, which typically rely more on deposits for funding, and shift more of the burden for supporting the insurance fund to larger institutions, which are thought to have greater access to nondeposit funding. No institution may pay a dividend if it is in default of its assessments.  As a result of the Dodd-Frank Act, deposit insurance per account owner is $250,000 for all types of accounts.
 
The Dodd-Frank Act increased the minimum target DIF ratio from 1.15% to 1.35% of estimated insured deposits. The Dodd-Frank Act eliminated the 1.5% maximum fund ratio, instead leaving it to the discretion of the FDIC to establish a maximum fund ratio.  The FDIC has exercised that discretion by establishing a long range fund ratio of 2%.
 
The FDIC has authority to increase insurance assessments. A significant increase in insurance premiums would likely have an adverse effect on the operating expenses and results of operations of the Bank.  Management cannot predict what insurance assessment rates will be in the future.
 
Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or regulatory condition imposed in writing.  The management of the Bank does not know of any practice, condition or violation that might lead to termination of deposit insurance.
 
FEDERAL RESERVE SYSTEM
 
Under FRB regulations, the Bank is required to maintain reserves against its transaction accounts (primarily NOW and regular checking accounts). These reserve requirements are subject to annual adjustment by the FRB.  For 2022, the Bank would have been required to maintain average daily reserves equal to 3% on aggregate transaction accounts of up to and including $640.6 million, plus 10% on the remainder, and the first $32.4 million of otherwise reservable balances will be exempt. In March 2020, the FRB reduced all reserve requirements to zero in response to the COVID-19 pandemic.
 
6
 PROHIBITIONS AGAINST TYING ARRANGEMENTS
 
State-chartered banks are prohibited, subject to some exceptions, from extending credit to or offering any other service, or fixing or varying the consideration for such extension of credit or service, on the condition that the customer obtain some additional service from the institution or its affiliates or not obtain services of a competitor of the institution.
 
OTHER REGULATIONS
 
Interest and other charges collected or contracted for by the Bank are subject to state usury laws and federal laws concerning interest rates.  The Bank’s operations are also subject to federal and state laws applicable to credit transactions, such as the:
 
 
•
Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;

 
•
Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;

 
•
Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;

 
•
Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies;

 
•
Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies;

 
•
Truth in Savings Act; and

 
•
Rules and regulations of the various federal and state agencies charged with the responsibility of implementing such laws.

The Bank’s operations also are subject to the:

 
•
Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;

 
•
Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services;

 
•
Check Clearing for the 21st Century Act (also known as “Check 21”), which gives “substitute checks,” such as digital check images and copies made from that image, the same legal standing as the original paper check;

 
•
The USA PATRIOT Act, which requires banks operating to, among other things, establish broadened anti-money laundering compliance programs, due diligence policies and controls to ensure the detection and reporting of money laundering. Such required compliance programs are intended to supplement existing compliance requirements, also applicable to financial institutions, under the Bank Secrecy Act and the Office of Foreign Assets Control regulations; and

 
•
The Gramm-Leach-Bliley Act, which places limitations on the sharing of consumer financial information by financial institutions with unaffiliated third parties. Specifically, the Gramm-Leach-Bliley Act requires all financial institutions offering financial products or services to retail customers to provide such customers with the financial institution’s privacy policy and provide such customers the opportunity to “opt out” of the sharing of certain personal financial information with unaffiliated third parties.
 
HOLDING COMPANY REGULATION
 
The Company, as a bank holding company, is subject to examination, supervision, regulation, and periodic reporting under the BHCA, as administered by the FRB.  The Company is required to obtain the prior approval of the FRB to acquire all, or substantially all, of the assets of any bank or bank holding company.  Prior FRB approval is also required for the Company to acquire direct or indirect ownership or control of any voting securities of any bank or bank holding company if it would, directly or indirectly, own or control more than 5% of any class of voting shares of the bank or bank holding company.
 
7
A bank holding company is generally prohibited from engaging in, or acquiring, direct or indirect control of more than 5% of the voting securities of any company engaged in nonbanking activities.  One of the principal exceptions to this prohibition is for activities found by the FRB to be so closely related to banking or managing or controlling banks as to be a proper incident thereto.  Some of the principal activities that the FRB has determined by regulation to be closely related to banking are: (i) making or servicing loans; (ii) performing certain data processing services; (iii) providing securities brokerage services; (iv) acting as fiduciary, investment or financial advisor; (v) leasing personal or real property under certain conditions; (vi) making investments in corporations or projects designed primarily to promote community welfare; and (vii) acquiring a savings association.
 
A bank holding company that meets specified conditions, including that its depository institutions subsidiaries are “well capitalized” and “well managed,” can opt to become a “financial holding company.” A “financial holding company” may engage in a broader array of financial activities than permitted a typical bank holding company.  Such activities can include insurance underwriting and investment banking.  The Company does not anticipate opting for “financial holding company” status at this time.
 
The Company is exempt from the FRB’s consolidated capital adequacy guidelines for bank holding companies because the Company’s consolidated assets are less than $3.0 billion.  The FRB consolidated capital adequacy guidelines are at least as stringent as those required for the subsidiary depository institutions.
 
A bank holding company is generally required to give the FRB prior written notice of any purchase or redemption of then outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the Company’s consolidated net worth.  The FRB may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice, or would violate any law, regulation, FRB order or directive, or any condition imposed by, or written agreement with, the FRB.  The FRB has adopted an exception to that approval requirement for well-capitalized bank holding companies that meet certain other conditions.
 
The FRB has issued a policy statement regarding the payment of dividends by bank holding companies.  In general, the FRB’s policies provide that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition.  The FRB’s policies also require that a bank holding company serve as a source of financial strength to its subsidiary banks by using available resources to provide capital funds during periods of financial stress or adversity and by maintaining the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks where necessary.  The Dodd-Frank Act codified the source of strength policy and requires the promulgation of implementing regulations.  Under the prompt corrective action laws, the ability of a bank holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized.  These regulatory policies could affect the ability of the Company to pay dividends or otherwise engage in capital distributions.
 
The Federal Deposit Insurance Act makes depository institutions liable to the Federal Deposit Insurance Corporation for losses suffered or anticipated by the insurance fund in connection with the default of a commonly controlled depository institution or any assistance provided by the Federal Deposit Insurance Corporation to such an institution in danger of default.  That law would have potential applicability if the Company ever held as a separate subsidiary a depository institution in addition to the Bank.
 
The status of the Company as a registered bank holding company under the Bank Holding Company Act will not exempt it from certain federal and state laws and regulations applicable to corporations generally, including, without limitation, certain provisions of the federal securities laws.
 
ACQUISITION OF THE HOLDING COMPANY
 
Under the Change in Bank Control Act (the “CIBCA”), a federal statute, a notice must be submitted to the FRB if any person (including a company), or group acting in concert, seeks to acquire 10% or more of the Company’s shares of outstanding common stock, unless the FRB has found that the acquisition will not result in a change in control of the Company. Under the CIBCA, the FRB generally has 60 days within which to act on such notices, taking into consideration certain factors, including the financial and managerial resources of the acquirer, the convenience and needs of the communities served by the Company and the Bank, and the anti-trust effects of the acquisition. Under the BHCA, any company would be required to obtain prior approval from the FRB before it may obtain “control” of the Company within the meaning of the BHCA. Control generally is defined to mean the ownership or power to vote 25% or more of any class of voting securities of the Company or the ability to control in any manner the election of a majority of the Company’s directors. An existing bank holding company would be required to obtain the FRB’s prior approval under the BHCA before acquiring more than 5% of the Company’s voting stock.
 
8
EFFECT OF GOVERNMENT MONETARY POLICIES
 
The earnings and growth of the banking industry are affected by the credit policies of monetary authorities, including the Federal Reserve System.  An important function of the Federal Reserve System is to regulate the national supply of bank credit in order to control recessionary and inflationary pressures.  Among the instruments of monetary policy used by the Federal Reserve to implement these objectives are open market activities in U.S. government securities, changes in the discount rate on member bank borrowings and changes in reserve requirements against member bank deposits.  These operations are used in varying combinations to influence overall economic growth and indirectly, bank loans, securities, and deposits.  These variables may also affect interest rates charged on loans or paid on deposits.  The monetary policies of the Federal Reserve authorities have had a significant effect on the operating results of commercial banks in the past and are expected to continue to have such an effect in the future.
 
In view of the changing conditions in the national economy and in the money markets, as well as the effect of actions by monetary and fiscal authorities including the Federal Reserve System, no prediction can be made as to possible changes in interest rates, deposit levels, loan demand or their effect on the business and earnings of the Company and the Bank.   Additional information is included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing in this Annual Report on Form 10-K.
 
ITEM 1A – RISK FACTORS.
 
The following discussion sets forth the material risk factors that could affect the Company’s consolidated financial condition and results of operations.  Readers should not consider any descriptions of these factors to be a complete set of all potential risks that could affect the Company.  Any risk factor discussed below could by itself, or combined with other factors, materially and adversely affect the Company’s business, results of operations, financial condition, capital position, liquidity, competitive position or reputation, including by materially increasing expenses or decreasing revenues, which could result in material losses or a decrease in earnings.
 
RISKS RELATED TO THE COVID-19 PANDEMIC
 
The economic impact of the COVID-19 pandemic could adversely affect our financial condition and results of operations.
 
The COVID-19 pandemic caused significant economic dislocation in the United States and worldwide.  Although the domestic and global economies have begun to recover from the COVID-19 pandemic as many health and safety restrictions have been lifted and vaccine distribution has increased, certain adverse consequences of the pandemic continue to impact the macroeconomic environment and may persist for some time, including labor shortages and disruptions of global supply chains.  The growth in economic activity and in the demand for goods and services, coupled with labor shortages and supply chain disruptions, has also contributed to inflation and the risk of recession.  As a result of the COVID-19 pandemic and the related adverse economic consequences, we could be subject to the following risks, among others, any of which individually or in combination with others could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:
 
 
•
demand for our products and services may decline, making it difficult to grow assets and income;

 
•
if we have high levels of unemployment for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income;

 
•
collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;

 
•
limitations may be placed on our ability to foreclose on properties we hold as collateral;
 
9
 
•
our allowance for loan losses may have to be increased if borrowers experience financial difficulties beyond forbearance periods, which will adversely affect our net income;

 
•
the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us;

 
•
our cybersecurity risks are increased if employees work remotely;

 
•
we rely on third-party vendors for certain services and the unavailability of a critical service due to the COVID-19 pandemic could have an adverse effect on us; and

 
•
Federal Deposit Insurance Corporation premiums may increase if the agency experiences additional resolution costs.
 
RISKS RELATED TO CHANGES IN MARKET INTEREST RATES
 
Changing interest rates may decrease our earnings and asset values.
 
Our net interest income is the interest we earn on loans and investments less the interest we pay on our deposits and borrowings.  Our net interest margin is the difference between the yield we earn on our assets and the interest rate we pay for deposits and our other sources of funding.  Changes in interest rates—up or down—could adversely affect our net interest margin and, as a result, our net interest income.  Although the yield we earn on our assets and our funding costs tend to move in the same direction in response to changes in interest rates, one can rise or fall faster than the other, causing our net interest margin to expand or contract.  Our liabilities tend to be shorter in duration than our assets, so they may adjust faster in response to changes in interest rates.  As a result, when interest rates rise, our funding costs may rise faster than the yield we earn on our assets, causing our net interest margin to contract until the asset yields catch up.   Changes in the slope of the “yield curve”—or the spread between short-term and long-term interest rates—could also reduce our net interest margin.  Normally, the yield curve is upward sloping, meaning short-term rates are lower than long-term rates.  Because our liabilities tend to be shorter in duration than our assets, when the yield curve flattens or even inverts, we could experience pressure on our net interest margin as our cost of funds increases relative to the yield we can earn on our assets.
 
Changes in interest rates also affect the value of the Bank’s interest-earning assets, and in particular the Bank’s securities portfolio.  Generally, the value of fixed-rate securities fluctuates inversely with changes in interest rates.  Unrealized gains and losses on securities available for sale are reported as a separate component of shareholder equity, net of tax, while unrealized gains and losses on equity securities directly impact earnings.  Decreases in the fair value of securities available for sale resulting from increases in interest rates could have an adverse effect on shareholders’ equity or net income.
 
Impact of Inflation
 
The effects of price changes and inflation can vary substantially for most financial institutions. While management believes that inflation affects the growth of total assets, it believes that it is difficult to assess the overall impact. Management believes this to be the case due to the fact that generally neither the timing nor the magnitude of the inflationary changes in the CPI coincides with changes in interest rates. The price of one or more of the components of the CPI may fluctuate considerably and thereby influence the overall CPI without having a corresponding effect on interest rates or upon the cost of those goods and services normally purchased by us. In years of high inflation and high interest rates, intermediate and long-term interest rates tend to increase, thereby adversely impacting the market values of investment securities, mortgage loans and other long-term fixed rate loans. In addition, higher short-term interest rates caused by inflation tend to increase the cost of funds. In other years, the opposite may occur. In addition, inflation increases the cost of goods and services we use in our business operations, such as electricity and other utilities, which increases our noninterest expenses. Our customers are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their ability to repay their loans with us.
 
10
 RISKS RELATED TO OUR LENDING ACTIVITIES
 
Activities related to the drilling for natural gas in the in the Marcellus and Utica Shale formations impacts certain customers of the Bank.
 
Our north central Pennsylvania market area is predominately centered in the Marcellus and Utica Shale natural gas exploration and drilling area, and as a result, the economy in north central Pennsylvania is influenced by the natural gas industry.  Loan demand, deposit levels and the market value of local real estate are impacted by this activity.  While the Company does not lend to the various entities directly engaged in exploration, drilling or production activities, many of our customers provide transportation and other services and products that support natural gas exploration and production activities.  Therefore, our customers are impacted by changes in the market price for natural gas, as a significant downturn in this industry could impact the ability of our borrowers to repay their loans in accordance with their terms.  Additionally, exploration and drilling activities may be affected by federal, state and local laws and regulations such as restrictions on production, permitting, changes in taxes and environmental protection.  Regulatory and market pricing of natural gas could also impact and/or reduce demand for loans and deposit levels or loan collateral values. These factors could have a material adverse effect on our business, prospects, financial condition and results of operations.
 
Higher loan losses could require us to increase our allowance for loan losses through a charge to earnings.
 
When we loan money, we incur the risk that our borrowers do not repay their loans. We reserve for loan losses by establishing an allowance through a charge to earnings. The amount of this allowance is based on our assessment of loan losses inherent in our loan portfolio. The process for determining the amount of the allowance is critical to our financial results and condition. It requires subjective and complex judgments about the future, including forecasts of economic or market conditions that might impair the ability of our borrowers to repay their loans. We might underestimate the loan losses inherent in our loan portfolio and have loan losses in excess of the amount reserved. We might increase the allowance because of changing economic conditions. For example, in a rising interest rate environment, borrowers with adjustable-rate loans could see their payments increase. There may be a significant increase in the number of borrowers who are unable or unwilling to repay their loans, resulting in our charging off more loans and increasing our allowance. In addition, when real estate values decline, the potential severity of loss on a real estate-secured loan can increase significantly, especially in the case of loans with high combined loan-to-value ratios. A decline in the national economy and the local economies of the areas in which the loans are concentrated could result in an increase in loan delinquencies, foreclosures or repossessions resulting in increased charge-off amounts and the need for additional loan loss allowances in future periods. In addition, bank regulators may require us to make a provision for loan losses or otherwise recognize further loan charge-offs following their periodic review of our loan portfolio, our underwriting procedures, and our loan loss allowance. Any increase in our allowance for loan losses or loan charge-offs as required by such regulatory authorities could have a material adverse effect on our financial condition and results of operations.
 
Our allowance for loan losses amounted to $18.6 million, or 1.08% of total loans outstanding and 267.1% of nonperforming loans, at December 31, 2022. Our allowance for loan losses at December 31, 2022 may not be sufficient to cover future loan losses. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would decrease our earnings. In addition, at December 31, 2022 the top 40 relationships of the Bank had an outstanding balance of $530.5 million. These loans represent approximately 30.7% of our entire outstanding loan portfolio as of December 31, 2022 and the deterioration of one or more of these loans could result in a significant increase in our nonperforming loans and our provision for loan losses, which would negatively impact our results of operations.
 
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets.  The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset.  The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The standard was implemented effective January 1, 2023 with a On October 16, 2019, the FASB voted to defer the effective date for ASC 326, Financial Instruments – Credit Losses, for smaller reporting companies to fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The implementation of this standard did result in a decrease to the Company’s allowance for loan losses effective January 1, 2023.
 
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Our emphasis on commercial real estate, agricultural real estate, construction and state and political subdivision  lending may expose us to increased lending risks.
 
At December 31, 2022, we had $876.6 million in loans secured by commercial real estate, $313.6 million in agricultural real estate loans, $80.7 million in construction loans and $59.2 million in municipal loans. Commercial real estate loans, agricultural real estate, construction and municipal loans represented 50.8%, 18.2%, 4.7% and 3.4%, respectively, of our loan portfolio.  At December 31, 2022, we had $15.8 million of reserves specifically allocated to these loan types.  While commercial real estate, agricultural real estate, construction and municipal loans are generally more interest rate sensitive and carry higher yields than do residential mortgage loans, these types of loans generally expose a lender to greater risk of non-payment and loss than single-family residential mortgage loans because repayment of the loans often depends on the successful operation of the property, the income stream of the borrowers and, for construction loans, the accuracy of the estimate of the property’s value at completion of construction and the estimated cost of construction.  Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to single-family residential mortgage loans. We monitor loan concentrations on an individual relationship and industry wide basis to monitor the amount of risk we have in our loan portfolio.
 
Agricultural loans are dependent for repayment on the successful operation and management of the farm property, the health of the agricultural industry broadly, and on the location of the borrower in particular, and other factors outside of the borrower’s control.
 
At December 31, 2022, our agricultural loans, consisting primarily of agricultural real estate loans and other agricultural loans totaled $348.4 million, representing 20.2% of our total loan portfolio. The primary activities of our agricultural customers include dairy and beef farms, poultry and swine operations, crops and support businesses.  Agricultural markets are highly sensitive to real and perceived changes in the supply and demand of agricultural products. Weaker prices could reduce the value of agricultural land in our local markets and thereby increase the risk of default by our borrowers or reduce the foreclosure value of agricultural land, animals and equipment that serves as collateral for certain of our loans. At December 31, 2022, the Company had a loan concentration to the dairy industry totaling $120,100,000, or 7.0% of total loans and 34.5% of total agricultural loans compared to 8.8% of total loans and 36.2% of total agricultural loans at December 31, 2021.
 
Our agricultural loans are dependent on the profitable operation and management of the farm property securing the loan and its cash flows. The success of a farm property may be affected by many factors outside the control of the borrower, including:
 
 
•
the COVID-19 pandemic and its impact to supply and demand constraints

 
•
adverse weather conditions (such as hail, drought and floods), restrictions on water supply or other conditions that prevent the planting or harvesting of a crop or limit crop yields;

 
•
loss of crops or livestock due to disease or other factors;

 
•
declines in the market prices or demand for agricultural products (both domestically and internationally), for any reason;

 
•
increases in production costs (such as the costs of labor, rent, feed, fuel and fertilizer);

 
•
the impact of domestic and international government policies and regulations (including changes in price supports, subsidies, government-sponsored crop insurance, minimum ethanol content requirements for gasoline, tariffs, trade barriers, trade agreements and health and environmental regulations);

 
•
access to technology and the successful implementation of production technologies; and

 
•
changes in the general economy that could affect the availability of off-farm sources of income and prices of real estate for borrowers.

 
•
Disruptions in the supply chain and the processing of product and delivery to the final retail channel
 
Lower prices for agricultural products may cause farm revenues to decline and farm operators may be unable to reduce expenses as quickly as their revenues decline. In addition, many farms are dependent on a limited number of key individuals whose injury or death could significantly affect the successful operation of the farm. If the cash flow from a farming operation is diminished, the borrower’s ability to repay the loan may be impaired. Consequently, agricultural loans may involve a greater degree of risk than residential mortgage lending, particularly in the case of loans that are unsecured or secured by rapidly depreciating assets such as farm equipment (some of which is highly specialized with a limited or no market for resale) or perishable assets such as livestock or crops. In such cases, any repossessed collateral for a defaulted agricultural operating loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation or because the assessed value of the collateral exceeds the eventual realization value.
 
12
 Loan participations comprise a portion of our loan portfolio and a decline in loan participation volume could hurt profits and slow loan growth.
 
We have actively engaged in loan participations whereby we are invited to participate in loans, primarily commercial real estate and municipal loans, originated by another financial institution known as the lead lender.  We have participated with other financial institutions in both our primary markets and out of market areas. We underwrite any loan we participate in as if we are originating the loan. The primary difference is that financial information is received from the participating financial institution and not the borrower. The loans we participate in totaled $65.3 million and $58.3 million at December 31, 2022 and 2021, respectively. As a percent of total loans, participation purchased loans were 3.8%, and 4.0% as of December 31, 2022 and 2021, respectively.  Our profits and loan growth could be significantly and adversely affected if the volume of loan participations would materially decrease, whether because loan demand declines, loan payoffs, lead lenders may come to perceive us as a potential competitor in their respective market areas, or otherwise.
 
Environmental liability associated with lending activities could result in losses.
 
In the course of our business, we may foreclose on and take title to properties securing our loans.  If hazardous substances were discovered on any of these properties, we could be liable to governmental entities or third parties for the costs of remediation of the hazard, as well as for personal injury and property damage.  Many environmental laws can impose liability regardless of whether we knew of, or were responsible for, the contamination.  In addition, if we arrange for the disposal of hazardous or toxic substances at another site, we may be liable for the costs of cleaning up and removing those substances from the site even if we neither own nor operate the disposal site.  Environmental laws may require us to incur substantial expenses and may materially limit use of properties we acquire through foreclosure, reduce their value or limit our ability to sell them in the event of a default on the loans they secure.  In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability.
 
RISKS RELATED TO OUR INVESTMENT SECURITIES
 
If we conclude that the decline in value of any of our investment securities is other than temporary, we are required to write down the value of that security through a charge to earnings.
 
We review our investment securities portfolio monthly and at each quarter-end reporting period to determine whether the fair value is below the current carrying value. Generally, the fair value of our investment securities decrease during periods of rising market interest rates and increase during periods of declining market interest rates. When the fair value of any of our investment securities has declined below its carrying value, we are required to assess whether the decline is other than temporary. If we conclude that the decline is other than temporary, we are required to write down the value of that security through a charge to earnings. As of December 31, 2022, our investment portfolio included available for sale investment securities with an amortized cost of $487.0 million and a fair value of $439.5 million, which included unrealized losses on 361 securities totaling $47,537,000.  Changes in the expected cash flows of these securities and/or prolonged price declines may result in our concluding in future periods that the impairment of these securities is other than temporary, which would require a charge to earnings to write down these securities to their fair value. Any charges for other-than-temporary impairment would not impact cash flow, tangible capital or liquidity.
 
RISKS RELATED TO OUR SECONDARY MORTGAGE OPERATIONS
 
Income from secondary mortgage market operations is volatile, and we may incur losses or charges with respect to our secondary mortgage market operations which would negatively affect our earnings.
 
We generally sell in the secondary market the longer term fixed-rate residential mortgage loans that we originate, earning non-interest income in the form of gains on sale. When interest rates rise, the demand for mortgage loans tends to fall and may reduce the number of loans available for sale. In addition to interest rate levels, weak or deteriorating economic conditions also tend to reduce loan demand. Although we sell loans in the secondary market without recourse, we are required to give customary representations and warranties to the buyers. If we breach those representations and warranties, the buyers can require us to repurchase the loans and we may incur a loss on the repurchase. Because we generally retain the servicing rights on the loans we sell in the secondary market, we are required to record a mortgage servicing right asset, which we test annually for impairment. The value of mortgage servicing rights tends to increase with rising interest rates, which occurred in 2022, and to decrease with falling interest rates, with refinance activity increasing in falling rate environments. If we are required to take an impairment charge on our mortgage servicing rights our earnings would be adversely affected.
 
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As a result an acquisition in 2015, the Bank acquired a portfolio of loans sold to the FHLB, which were sold under the Mortgage Partnership Finance Program ("MPF"). While the Bank was not an active participant in the MPF program in 2022, we continue to evaluate the program to see if it would be beneficial to our customers and our performance. The MPF portfolio balance was $10,179,000 at December 31, 2022. The FHLB maintains a first-loss position for the MPF portfolio that totals $161,000. Should the FHLB exhaust its first-loss position, recourse to the Bank's credit enhancement would be up to the next $348,000 of losses. The Bank has not experienced any losses for the MPF portfolio.
 
RISKS RELATED TO OUR MARKET AREA
 
The Company’s financial condition and results of operations are dependent on the economy in the Bank’s market area.
 
The Bank’s primary market area consists of the Pennsylvania Counties of Bradford, Clinton, Potter, and Tioga in north central Pennsylvania, Lebanon, Schuylkill, Berks and Lancaster in south central, Pennsylvania, Centre and Clinton in central Pennsylvania, and Allegany, Steuben, Chemung and Tioga Counties in southern New York.  With the acquisition of MidCoast, we consider the cities and surrounding areas of Wilmington and Dover, Delaware, as well as Kennett Square, Pennsylvania in Chester County, as primary market areas. The majority of the Bank’s loan and deposits come from households and businesses whose primary address is located in the Bank’s primary market areas.  Because of the Bank’s concentration of business activities in its market area, the Company’s financial condition and results of operations depend upon economic conditions in its market areas.  Adverse economic conditions in our market areas could reduce our growth rate, affect the ability of our customers to repay their loans and generally affect our financial condition and results of operations.  Conditions such as inflation, recession, unemployment, high interest rates and short money supply and other factors beyond our control may adversely affect our profitability.  We are less able than a larger institution to spread the risks of unfavorable local economic conditions across a large number of diversified economies.  Any sustained period of increased payment delinquencies, foreclosures or losses caused by adverse market or economic conditions in the States of Pennsylvania, New York and Delaware could adversely affect the value of our assets, revenues, results of operations and financial condition.  Moreover, we cannot give any assurance we will benefit from any market growth or favorable economic conditions in our primary market areas if they do occur.
 
RISKS RELATED TO LAWS AND REGULATIONS
 
Regulation of the financial services industry is significant, and future legislation could increase our cost of doing business or harm our competitive position.
 
We are subject to extensive regulation, supervision and examination by the FRB and the PDB, our primary regulators, and by the FDIC, as insurer of our deposits. Such regulation and supervision governs the activities in which an institution and its holding company may engage and are intended primarily for the protection of the insurance fund and the depositors and borrowers of the Bank rather than for holders of our common stock. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the level of our allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our profitability and operations. Future legislative changes could require changes to business practices or force us to discontinue businesses and potentially expose us to additional costs, liabilities, enforcement action and reputational risk.
 
Our ability to pay dividends is limited by law.
 
Our ability to pay dividends to our shareholders largely depends on our receipt of dividends from the Bank. The amount of dividends that the Bank may pay to us is limited by federal and state laws and regulations. We also may decide to limit the payment of dividends even when we have the legal ability to pay them in order to retain earnings for use in our business.
 
14
 Federal and state banking laws, our articles of incorporation and our by-laws may have an anti-takeover effect.
 
Federal law imposes restrictions, including regulatory approval requirements, on persons seeking to acquire control over us.  Pennsylvania law also has provisions that may have an anti-takeover effect.  These provisions may serve to entrench management or discourage a takeover attempt that shareholders consider to be in their best interest or in which they would receive a substantial premium over the current market price.
 
RISKS RELATED TO COMPETITION
 
Strong competition within the Bank’s market areas could hurt profits and slow growth.
 
The Bank faces intense competition both in making loans and attracting deposits.  This competition has made it more difficult for the Bank to make new loans and at times has forced the Bank to offer higher deposit rates.  Price competition for loans and deposits might result in the Bank earning less on loans and paying more on deposits, which would reduce net interest income.  Competition also makes it more difficult to increase the volume of our loan and deposit portfolios.  As of June 30, 2022, which is the most recent date for which information is available, we held 34.4% of the FDIC insured deposits in Bradford, Potter and Tioga Counties, Pennsylvania, which was the largest share of deposits out of eight financial institutions with offices in the area, and 7.2% of the FDIC insured deposits in Allegany County, New York, which was the third largest share of deposits out of three financial institutions with offices in this area. As of June 30, 2022, we held 9.1% of the FDIC insured deposits in Lebanon County, Pennsylvania, which was the fourth largest share out of the 14 financial institutions with offices in the County. As of June 30, 2022, we held 4.3% of the FDIC insured deposits in Clinton County, Pennsylvania, which was the sixth largest share out of the eight financial institutions with offices in the County. Our offices in Berks, Centre, Chester, Lancaster and Schuylkill Counties of Pennsylvania and our offices in Wilmington and Dover, Delaware all have less than 3% of the FDIC insured deposits of the corresponding County as of June 30, 2022. This data does not include deposits held by credit unions. Competition also makes it more difficult to hire employees and more expensive to retain experienced employees.  Some of the institutions with which the Bank competes have substantially greater resources and lending limits than the Bank has and may offer services that the Bank does not provide.  Management expects competition to increase in the future as a result of legislative, regulatory and technological changes (fintech) and the continuing trend of consolidation in the financial services industry.  The Bank’s profitability depends upon its continued ability to compete successfully in its market area.
 
RISKS RELATED TO OUR OPERATIONS
 
We rely on our management and other key personnel, and the loss of any of them may adversely affect our operations.
 
We are and will continue to be dependent upon the services of our executive management team. In addition, we will continue to depend on our ability to retain and recruit key commercial and agricultural loan officers. The unexpected loss of services of any key management personnel or commercial and agricultural loan officers could have an adverse effect on our business and financial condition because of their skills, knowledge of our market, years of industry experience and the difficulty of promptly finding qualified replacement personnel.
 
We are periodically subject to examination and scrutiny by a number of banking agencies and, depending upon the findings and determinations of these agencies, we may be required to make adjustments to our business that could adversely affect us.
 
Federal and state banking agencies periodically conduct examinations of our business, including compliance with applicable laws and regulations. If, as a result of an examination, a banking agency was to determine that the financial condition, capital resources, asset quality, asset concentration, earnings prospects, management, liquidity, sensitivity to market risk or other aspects of any of our operations has become unsatisfactory, or that we or our management is in violation of any law or regulation, it could take a number of different remedial actions as it deems appropriate. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative actions to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to change the composition of our assets or liabilities, to assess civil monetary penalties against us and/or our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate our deposit insurance. If we become subject to such regulatory actions, our business, results of operations and reputation may be negatively impacted.
 
15
 We are subject to certain risks in connection with our use of technology.
 
Communications and information systems are essential to the conduct of our business, as we use such systems to manage our customer relationships, our general ledger, our deposits, our loans, and to deliver on-line and electronic banking services. Our operations rely on the secure processing, storage, and transmission of confidential and other information in our computer systems and networks. Although we take protective measures and endeavor to modify them as circumstances warrant, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber attacks that could have a security impact.
 
In addition, breaches of security may occur through intentional or unintentional acts by those having authorized or unauthorized access to our confidential or other information or the confidential or other information of our customers, clients, or counterparties. If one or more of such events were to occur, the confidential and other information processed and stored in, and transmitted through, our computer systems and networks could potentially be jeopardized, or could otherwise cause interruptions or malfunctions in our operations or the operations of our customers, clients, or counterparties. This could cause us significant reputational damage or result in our experiencing significant losses from fraud or otherwise.
 
Furthermore, we may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. Also, we may be subject to litigation and financial losses that are either not insured against or not fully covered through any insurance we maintain.
 
We routinely transmit and receive personal, confidential, and proprietary information by e-mail and other electronic means. We have discussed and worked with our customers, clients, and counterparties to develop secure transmission capabilities, but we do not have, and may be unable to put in place, secure capabilities with all of these constituents, and we may not be able to ensure that these third parties have appropriate controls in place to protect the confidentiality of such information. Any interception, misuse, or mishandling of personal, confidential, or proprietary information being sent to or received from a customer, client, or counterparty could result in legal liability, regulatory action, and reputational harm, and could have a significant adverse effect on our competitive position, financial condition, and results of operations.
 
Our risk management framework may not be effective in mitigating risks and/or losses to us.
 
We have implemented a risk management framework to manage our risk exposure. This framework is comprised of various processes, systems and strategies, and is designed to manage the types of risk to which we are subject, including, among others, credit, market, liquidity, interest rate and compliance. Our framework also includes financial or other modeling methodologies which involve management assumptions and judgment. There is no assurance that our risk management framework will be effective under all circumstances or that it will adequately mitigate any risk or loss to us. If our framework is not effective, we could suffer unexpected losses and our business, financial condition, results of operations or prospects could be materially and adversely affected. We may also be subject to potentially adverse regulatory consequences.
 
RISKS RELATED TO LIBOR
 
Changes in the method pursuant to which benchmark rates, including LIBOR, are calculated and their potential discontinuance could adversely impact our business operations and financial results.
 
Many of our lending products, securities and derivatives utilize a benchmark rate to determine the applicable interest rate or payment amount. As the Company has grown and developed relationships with larger and more sophisticated borrowers, the benchmarks utilized by the Company have changed with an increased usage of LIBOR.   The U.K. Financial Conduct Authority (“FCA”) has announced that the FCA intends to stop persuading or compelling banks to submit rates for the calculation of LIBOR after 2021. This announcement indicates that the continuation of LIBOR cannot and will not be guaranteed. Instruments associated with LIBOR have been identified by the Company, and transition procedures to a revised benchmark are being developed.
 
16
The discontinuation of a benchmark rate, changes in a benchmark rate, or changes in market perceptions of the acceptability of a benchmark rate, including LIBOR, could, among other things, adversely affect the value of and return on certain of our financial instruments or products, result in changes to our risk exposures, or require renegotiation of previous transactions. In addition, any such discontinuation or changes, whether actual or anticipated, could result in market volatility, adverse tax or accounting effects, increased compliance, legal and operational costs, and risks associated with customer disclosures and contract negotiations. The transition to using a new rate could also expose us to risks associated with disputes with customers and other market participants in connection with interpreting and implementing fallback provisions.
 
Various regulators, industry bodies and other market participants in the U.S. are engaged in initiatives to develop, introduce and encourage the use of alternative rates to replace certain benchmarks. Despite progress made to date by regulators and industry participants, such as us, to prepare for the anticipated discontinuation of LIBOR, significant uncertainties still remain. Such uncertainties relate to, for example, whether replacement benchmark rates may become accepted alternatives to LIBOR for different types of transactions and financial instruments, how the terms of any transaction or financial instrument may be adjusted to account for differences between LIBOR and any alternative rate selected, how any replacement would be implemented across the industry, and the effect any changes in industry views or movement to alternative benchmarks would have on the markets for LIBOR-linked financial instruments.
 
RISKS RELATED TO OUR MERGER AND ACQUISITION ACTIVITY
 
 Impairment of goodwill could require charges to earnings, which could result in a negative impact on our results of operations.
 
Our goodwill could become impaired in the future. If goodwill were to become impaired, it could limit the ability of the Bank to pay dividends to the Company, adversely impacting the Company’s liquidity and ability to pay dividends. The most significant assumptions affecting our goodwill impairment evaluation are variables including the market price of our Common Stock, projections of earnings, and the control premium above our current stock price that an acquirer would pay to obtain control of us. We are required to test goodwill for impairment at least annually or when impairment indicators are present. If an impairment determination is made in a future reporting period, our earnings and book value of goodwill will be reduced by the amount of the impairment. If an impairment loss is recorded, it will have little or no impact on the tangible book value of our Common Stock, or our regulatory capital levels, but such an impairment loss could significantly reduce the Bank’s earnings and thereby restrict the Bank's ability to make dividend payments to us without prior regulatory approval, because Federal Reserve policy states the bank holding company dividends should be paid from current earnings. At December 31, 2022, the book value of our goodwill was $31.4 million, all of which was recorded at the Bank.
 
We may fail to realize all of the anticipated benefits of entering new markets.
 
As a result of completed and proposed acquisitions and the hiring of additional agricultural and commercial lending teams, the Company enters new banking market areas.  The success of entering these new markets depends upon, in part, the Company’s ability to realize the anticipated benefits and cost savings from combining the businesses of the Company and the acquisition, as well as organically growing loans and deposits.  To realize these anticipated benefits and cost savings, the businesses and individuals must be successfully combined and operated.  If the Company is not able to achieve these objectives, the anticipated benefits, including growth and cost savings related to the combined businesses, may not be realized at all or may take longer to realize than expected.  If the Company fails to realize the anticipated benefits of the acquisitions and the new employee hiring’s, the Company’s results of operations could be adversely affected.
 
ITEM 1B – UNRESOLVED STAFF COMMENTS.
 
Not applicable.
 
ITEM 2 – PROPERTIES.
 
The headquarters of the Company and Bank are located at 15 South Main Street, Mansfield, Pennsylvania. The building contains the central offices of the Company and Bank. The Bank owns twenty four banking facilities and leases thirteen other facilities.

The net book value of owned banking facilities and leasehold improvements totaled $16,734,000 as of December 31, 2022.  The properties are adequate to meet the needs of the employees and customers. We have equipped all of our facilities with current technological improvements for data processing.
 
17
ITEM 3 - LEGAL PROCEEDINGS.
 
The Company is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business.  Such routine legal proceedings in the aggregate are believed by management to be immaterial to the Company's consolidated financial condition or results of operations.
 
ITEM 4 – MINE SAFETY DISCLOSURES
 
Not applicable.
 
PART II
 
ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
 
Since June 3, 2022, the Company’s common stock has been listed on the Nasdaq Stock Market under the symbol “CZFS”.  Before that date, the Company’s common stock was quoted on the OTC Pink Market under the same symbol. The prices in the table below are for the full quarters during which the Company’s common stock was quoted on the OTC Pink Market and reflect bid prices between broker-dealers published by the OTC Pink Market and the Pink Sheets Electronic Quotation Service. The prices do not include retail markups or markdowns or any commission to the broker-dealer.  The bid prices do not necessarily reflect prices in actual transactions.  For 2022 and 2021, cash dividends were declared on a quarterly basis and are summarized in the table below:

   
2022
    
Dividends
declared
    
2021
    
Dividends
declared
  
   
High
    
Low
    
per share
    
High
    
Low
    
per share
  
First quarter
  
$
62.97
    
$
59.46
    
$
0.475
    
$
58.42
    
$
53.96
    
$
0.465
  
Second quarter
    
N/A
      
N/A
      
0.475
      
62.50
      
58.42
      
0.465
  
Third quarter
    
N/A
      
N/A
      
0.480
      
64.00
      
61.10
      
0.470
  
Fourth quarter
    
N/A
      
N/A
      
0.480
      
61.50
      
59.00
      
0.470
  
 
The Company has paid dividends since April 30, 1984, the effective date of our formation as a bank holding company. The Company's Board of Directors expects that comparable cash dividends will continue to be paid by the Company in the future; however, future dividends necessarily depend upon earnings, financial condition, appropriate legal restrictions and other factors in existence at the time the Board of Directors considers a dividend distribution. Cash available for dividend distributions to stockholders of the Company comes primarily from dividends paid to the Company by the Bank. Therefore, restrictions on the ability of the Bank to make dividend payments are directly applicable to the Company.  Under the Pennsylvania Business Corporation Law of 1988, the Company may pay dividends only if, after payment, the Company would be able to pay debts as they become due in the usual course of our business and total assets will be greater than the sum of total liabilities.  These regulatory policies could affect the ability of the Company to pay dividends or otherwise engage in capital distributions. Also see “Supervision and Regulation – Regulatory Restrictions on Bank Dividends,” “Supervision and Regulation – Holding Company Regulation,” and “Note 15 – Regulatory Matters” to the consolidated financial statements.
 
As of March 1, 2023, the Company had 1,838 stockholders of record.  The computation of stockholders of record excludes investors whose shares were held for them by a bank or broker at that date. The following table presents information regarding the Company’s stock repurchases during the three months ended December 31, 2022:
 
18
Period
  
Total Number of Shares (or units Purchased)
    
Average Price Paid per Share (or Unit)
    
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans of Programs
    
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1)
  
                         
10/1/22 to 10/31/22
    
-
    
$
0.00
      
-
      
116,392
  
11/1/22 to 11/30/22
    
3
    
$
68.23
      
3
      
116,389
  
12/1/22 to 12/31/22
    
-
    
$
0.00
      
-
      
116,389
  
Total
    
3
    
$
68.23
      
3
      
116,389
  

 
(1)
On April 21, 2020, the Company announced that the Board of Directors authorized the Company to repurchase up to an additional 150,000 shares at an aggregate purchase price not to exceed $12.0 million over a period of 36 months. The repurchases will be conducted through open-market purchases or privately negotiated transactions and will be made from time to time depending on market conditions and other factors.  No time limit was placed on the duration of the share repurchase program.  Any repurchased shares will be held as treasury stock and will be available for general corporate purposes.

ITEM 6 – [RESERVED]

19
ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

CAUTIONARY STATEMENT
 
We have made forward-looking statements in this document, and in documents that we incorporate by reference, that are subject to risks and uncertainties. Forward-looking statements include information concerning possible or assumed future results of operations of the Company, the Bank, First Citizens Insurance, Realty or the Company on a consolidated basis. When we use words such as “believes,” “expects,” “anticipates,” or similar expressions, we are making forward-looking statements.  Forward-looking statements may prove inaccurate. For a variety of reasons, actual results could differ materially from those contained in or implied by forward-looking statements:
 
 
•
The continuing impact of the COVID-19 pandemic may have an adverse effect on our business and operations, our customers, including their ability to make timely loan payments, our service providers, and on the economy and financial markets more significant that we expect.

 
•
Interest rates could change more rapidly or more significantly than we expect.

 
•
The economy could change significantly in an unexpected way, which would cause the demand for new loans and the ability of borrowers to repay outstanding loans to change in ways that our models do not anticipate.

 
•
The financial markets could suffer a significant disruption, which may have a negative effect on our financial condition and that of our borrowers, and on our ability to raise money by issuing new securities.

 
•
It could take us longer than we anticipate implementing strategic initiatives, including expansions, designed to increase revenues or manage expenses, or we may be unable to implement those initiatives at all.

 
•
Acquisitions and dispositions of assets and companies could affect us in ways that management has not anticipated.

 
•
We may become subject to new legal obligations or the resolution of litigation may have a negative effect on our financial condition or operating results.

 
•
We may become subject to new and unanticipated accounting, tax, regulatory or compliance practices or requirements. Failure to comply with any one or more of these requirements could have an adverse effect on our operations.

 
•
We could experience greater loan delinquencies than anticipated, adversely affecting our earnings and financial condition.

 
•
We could experience greater losses than expected due to the ever increasing volume of information theft and fraudulent scams impacting our customers and the banking industry.

 
•
We could lose the services of some or all of our key personnel, which would negatively impact our business because of their business development skills, financial expertise, lending experience, technical expertise and market area knowledge.

 
•
The agricultural economy is subject to extreme swings in both the costs of resources and the prices received from the sale of products as a result of weather, government regulations, international trade agreements and consumer tastes, which could negatively impact certain of our customers.

 
•
Loan concentrations in certain industries could negatively impact our results, if financial results or economic conditions deteriorate.

 
•
Companies providing support services related to the exploration and drilling of the natural gas reserves in our market area may be affected by federal, state and local laws and regulations such as restrictions on production, permitting, changes in taxes and environmental protection, which could negatively impact our customers and, as a result, negatively impact our loan and deposit volume and loan quality. Additionally, the activities the companies providing support services related to the exploration and drilling of the natural gas reserves may be dependent on the market price of natural gas.  As a result, decreases in the market price of natural gas could also negatively impact these companies, our customers.
 
Additional factors are discussed in this Annual Report on Form 10-K under “Item 1A. Risk Factors.”  These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  Forward-looking statements speak only as of the date they are made and the Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date of the forward-looking statements or to reflect the occurrence of unanticipated events. Accordingly, past results and trends should not be used by investors to anticipate future results or trends.
 
20
 INTRODUCTION
 
The following is management’s discussion and analysis of the significant changes in financial condition, the results of operations, capital resources and liquidity presented in the accompanying consolidated financial statements for the Company. The Company’s consolidated financial condition and results of operations consist almost entirely of the Bank’s financial condition and results of operations. Management’s discussion and analysis should be read in conjunction with the audited consolidated financial statements and related notes. Except as noted, tabular information is presented in thousands of dollars.
 
The Company currently engages in the general business of banking throughout its service area of Bradford, Tioga, Clinton, Potter and Centre counties in north central Pennsylvania, Lebanon, Berks, Schuylkill and Lancaster counties in south central Pennsylvania and Allegany County in southern New York. We also have a limited branch office in Union county, Pennsylvania, which primarily serves agricultural customers in the central Pennsylvania market. We maintain our main office in Mansfield, Pennsylvania. Presently we operate 36 banking facilities, 33 of which operate as bank branches. In addition, we have leased an additional facility in Williamsport, Pennsylvania that will be opened as a full service branch in 2023. In Pennsylvania, the Company has full service offices located in Mansfield, Blossburg, Ulysses, Genesee, Wellsboro, Troy, Sayre, Canton, Gillett, Millerton, LeRaysville, Towanda, Rome, the Mansfield Wal-Mart Super Center, Mill Hall, Schuylkill Haven, Friedensburg, Mt. Aetna, Fredericksburg, Mount Joy, Fivepointville, Kennett Square, State College and two branches near the city of Lebanon, Pennsylvania. In November of 2022, we opened a full service branch in Ephrata, Pennsylvania. We also have a limited branch office in Winfield, Pennsylvania. In New York, our office is in Wellsville. As part of the MidCoast acquisition in 2020, we aquired two branches in Wilmington Delaware, one branch in Dover Delaware, and a corporate administration building in Wilmington, Delaware. In November of 2022, we opened a full service branch in Greenville, Delaware.
 
Risk identification and management are essential elements for the successful management of the Company.  In the normal course of business, the Company is subject to various types of risk, including interest rate, credit, liquidity, reputational and regulatory risk.
 
Interest rate risk is the sensitivity of net interest income and the market value of financial instruments to the direction and frequency of changes in interest rates.  Interest rate risk results from various re-pricing frequencies and the maturity structure of the financial instruments owned by the Company.  The Company uses its asset/liability and funds management policies to control and manage interest rate risk.
 
Credit risk represents the possibility that a customer may not perform in accordance with contractual terms.  Credit risk results from loans with customers and the purchasing of securities.  The Company’s primary credit risk is in the loan portfolio.  The Company manages credit risk by adhering to an established credit policy and through a disciplined evaluation of the adequacy of the allowance for loan losses.  Also, the investment policy limits the amount of credit risk that may be taken in the investment portfolio.
 
Liquidity risk represents the inability to generate or otherwise obtain funds at reasonable rates to satisfy commitments to borrowers and obligations to depositors.  The Company has established guidelines within its asset/liability and funds management policy to manage liquidity risk.  These guidelines include, among other things, contingent funding alternatives.
 
Reputational risk, or the risk to our business, earnings, liquidity, and capital from negative public opinion, could result from our actual or alleged conduct in a variety of areas, including legal and regulatory compliance, lending practices, corporate governance, litigation, ethical issues, or inadequate protection of customer information, which could include identify theft, or theft of customer information through third parties. We expend significant resources to comply with regulatory requirements. Failure to comply could result in reputational harm or significant legal or remedial costs. Damage to our reputation could adversely affect our ability to retain and attract new customers, and adversely impact our earnings and liquidity.
 
Regulatory risk represents the possibility that a change in law, regulations or regulatory policy may have a material effect on the business of the Company and its subsidiary.  We cannot predict what legislation might be enacted or what regulations might be adopted, or if adopted, the effect thereof on our operations.
 
Readers should carefully review the risk factors described in other documents the Company files with the SEC, including the annual reports on Form 10-K, the quarterly reports on Form 10-Q and any current reports on Form 8-K filed by us.
 
21
SELECTED FINANCIAL DATA
 
The following table sets forth certain financial data as of and for each of the years in the five year period ended December 31, 2022:
 
(in thousands, except per share data)
  
2022
    
2021
    
2020
    
2019
    
2018
  
Interest and dividend income
  
$
83,357
    
$
73,217
    
$
70,296
    
$
61,980
    
$
56,758
  
Interest expense
    
11,223
      
7,105
      
8,105
      
12,040
      
9,574
  
Net interest income
    
72,134
      
66,112
      
62,191
      
49,940
      
47,184
  
Provision for loan losses
    
1,683
      
1,550
      
2,400
      
1,675
      
1,925
  
Net interest income after provision
  for loan losses
    
70,451
      
64,562
      
59,791
      
48,265
      
45,259
  
Non-interest income
    
9,999
      
11,754
      
11,158
      
8,242
      
7,754
  
Investment securities gains (losses), net
    
(261
)
    
551
      
264
      
144
      
(19
)
Non-interest expenses
    
44,694
      
41,550
      
40,847
      
33,341
      
31,557
  
Income before provision for income taxes
    
35,495
      
35,317
      
30,366
      
23,310
      
21,437
  
Provision for income taxes
    
6,435
      
6,199
      
5,263
      
3,820
      
3,403
  
Net income
  
$
29,060
    
$
29,118
    
$
25,103
    
$
19,490
    
$
18,034
  
                                         
Per share data:
                                        
Net income - Basic (1)
  
$
7.32
    
$
7.31
    
$
6.46
    
$
5.36
    
$
4.93
  
Net income - Diluted (1)
    
7.32
      
7.31
      
6.46
      
5.36
      
4.93
  
Cash dividends declared (1)
    
1.90
      
1.84
      
1.88
      
1.73
      
1.67
  
Stock dividend
    
1
%
    
1
%
    
1
%
    
1
%
    
1
%
Book value (1) (2)
    
58.74
      
53.39
      
47.93
      
42.68
      
39.17
  
                                         
End of Period Balances:
                                        
Total assets
  
$
2,333,393
    
$
2,143,863
    
$
1,891,674
    
$
1,466,339
    
$
1,430,712
  
Available for sale securities
    
439,506
      
412,402
      
295,189
      
240,706
      
241,010
  
Loans
    
1,724,999
      
1,441,533
      
1,405,281
      
1,115,569
      
1,081,883
  
Allowance for loan losses
    
18,552
      
17,304
      
15,815
      
13,845
      
12,884
  
Total deposits
    
1,844,208
      
1,836,511
      
1,588,858
      
1,211,118
      
1,185,156
  
Total borrowings
    
257,278
      
73,977
      
88,838
      
85,117
      
91,194
  
Stockholders' equity
    
200,147
      
212,492
      
194,259
      
157,774
      
139,229
  
                                         
Key Ratios
                                        
Return on assets (net income to average total assets)
    
1.29
%
    
1.45
%
    
1.46
%
    
1.34
%
    
1.29
%
Return on equity (net income to average total equity)
    
12.98
%
    
14.26
%
    
14.21
%
    
13.00
%
    
13.00
%
Equity to asset ratio (average equity to average total assets,
  excluding other comprehensive income)
    
9.93
%
    
10.20
%
    
10.27
%
    
10.31
%
    
9.90
%
Net interest margin (tax equivalent) (3)
    
3.41
%
    
3.52
%
    
3.92
%
    
3.72
%
    
3.66
%
Efficiency (4)
    
52.55
%
    
51.57
%
    
53.62
%
    
54.27
%
    
55.04
%
Dividend payout ratio (dividends declared divided by net income)
    
26.11
%
    
25.36
%
    
29.32
%
    
32.40
%
    
34.08
%
Tier 1 leverage (5)
    
9.03
%
    
9.31
%
    
9.16
%
    
9.77
%
    
9.15
%
Common equity risk based capital (5)
    
10.92
%
    
12.03
%
    
11.22
%
    
12.11
%
    
11.47
%
Tier 1 risk-based capital (5)
    
11.32
%
    
12.53
%
    
11.75
%
    
12.79
%
    
12.18
%
Total risk-based capital (5)
    
12.87
%
    
14.35
%
    
12.86
%
    
14.04
%
    
13.42
%
Nonperforming assets/total loans
    
0.43
%
    
0.61
%
    
0.93
%
    
1.38
%
    
1.33
%
Nonperforming loans/total loans
    
0.40
%
    
0.53
%
    
0.80
%
    
1.08
%
    
1.27
%
Allowance for loan losses/total loans
    
1.08
%
    
1.20
%
    
1.13
%
    
1.24
%
    
1.19
%
Net (recoveries)charge-offs/average loans
    
0.03
%
    
0.00
%
    
0.03
%
    
0.06
%
    
0.02
%

(1)
Amounts were adjusted to reflect stock dividends.
(2)
Calculation excludes accumulated other comprehensive income (loss).
(3)
Tax adjusted net interest income to average interest-earning assets. Tax adjusted net Interest income is a non-gaap measure and is reconciled to the GAAP equivalent measure on page 25 of this 10-K.
(4)
Bank non-interest expenses to tax adjusted net interest income and non-interest income, excluding security gains. Tax adjusted net Interest income is a non-gaap measure and is reconciled to the GAAP equivalent measure on page 30 of this 10k. The efficiency ratio calculated using non-tax effected net interest income was 53.22% 52.21%, 54.50%, 55.36% and 56.26%, for the years ended 2022, 2021, 2020, 2019 and 2018, respectively.
(5)
Ratio calculated on consolidated level
 
22
 TRUST AND INVESTMENT SERVICES; OIL AND GAS SERVICES
 
Our Investment and Trust Division is committed to helping our customers meet their financial goals.  The Trust Division offers professional trust administration, investment management services, estate planning and administration, custody of securities and individual retirement accounts. In addition to traditional trust and investment services offered, we assist our customers through various oil and gas specific leasing matters from lease negotiations to establishing a successful approach to personal wealth management. Assets held by the Bank in a fiduciary or agency capacity for its customers are not included in the consolidated financial statements since such items are not assets of the Bank. As of December 31, 2022 and 2021, assets owned and invested by customers of the Bank through the Bank’s investment representatives totaled $283.5 million and $282.1 million, respectively.  Additionally, as summarized in the table below, the Trust Department had assets under management as of December 31, 2022 and 2021 of $150.0 million and $154.8 million, respectively. During the year ended December 31, 2022, $12.9 million of new trust accounts were opened, $10.2 million of additional contributions to trust accounts, $12.8 million distributed from trust accounts, and $700,000 of accounts were closed. As a result of market fluctuations, the fair value of the trust accounts decreased approximately $14.4 million during the year ended December 31, 2022. The following table reflects trust accounts by investment type and structure:
 
(market values - in thousands)
  
2022
    
2021
  
INVESTMENTS:
            
Bonds
  
$
13,497
    
$
8,640
  
Stock
    
33,659
      
22,099
  
Savings and Money Market Funds
    
14,813
      
11,587
  
Mutual Funds
    
75,700
      
105,233
  
Mineral interests
    
8,465
      
2,959
  
Mortgages
    
783
      
856
  
Real Estate
    
1,965
      
2,099
  
Miscellaneous
    
847
      
942
  
Cash
    
302
      
425
  
TOTAL
  
$
150,031
    
$
154,840
  
ACCOUNTS:
                
Trusts
    
47,762
      
46,953
  
Guardianships
    
400
      
443
  
Employee Benefits
    
50,883
      
62,149
  
Investment Management
    
50,985
      
45,293
  
Custodial
    
1
      
2
  
TOTAL
  
$
150,031
    
$
154,840
  
 
Our financial consultants offer full service brokerage and financial planning services throughout the Bank’s market areas.  Appointments can be made at any Bank branch.  Products such as mutual funds, annuities, health and life insurance are made available through our insurance subsidiary, First Citizens Insurance Agency, Inc.
 
RESULTS OF OPERATIONS
 
Net income for the year ended December 31, 2022 was $29,060,000, which represents a decrease of $58,000, or 0.2%, when compared to 2021.  Net income for the year ended December 31, 2021 was $29,118,000, which represents an increase of $4,015,000, or 16.0%, when compared to 2020. Basic and diluted earnings per share were $7.32, $7.31 and $6.46 for 2022, 2021 and 2020, respectively.
 
Net income is influenced by five key components: net interest income, provision for loan losses, non-interest income, non-interest expenses, and the provision for income taxes.
 
Net Interest Income
 
The most significant source of revenue is net interest income; the amount by which interest earned on interest-earning assets exceeds interest paid on interest-bearing liabilities.  Factors that influence net interest income are changes in volume of interest-earning assets and interest-bearing liabilities as well as changes in the associated interest rates.
 
The following table sets forth the Company’s average balances of, and the interest earned or incurred on, each principal category of assets, liabilities and stockholders’ equity, the related rates, net interest income and rate “spread” created.

23
Analysis of Average Balances and Interest Rates
  
   
2022
    
2021
    
2020
  
(dollars in thousands)
    
Average
Balance
(1)$
  
Interest
$
    

Average
Rate
%
    

Average
Balance (1)
$
    
Interest
$
    

Average
Rate
%
    

Average
Balance (1)
$		    
Interest
$		    

Average
Rate
%
  
ASSETS
                                                                
Short-term investments:
                                                                
Interest-bearing deposits at banks
    
52,655
    
171
      
0.32
      
108,872
      
124
      
0.11
      
41,330
      
37
      
0.09
  
Total short-term investments
    
52,655
    
171
      
0.32
      
108,872
      
124
      
0.11
      
41,330
      
37
      
0.09
  
Interest bearing time deposits at banks
    
8,352
    
229
      
2.75
      
12,527
      
323
      
2.57
      
14,139
      
364
      
2.57
  
Investment securities:
                                                                      
Taxable
    
372,430
    
6,238
      
1.68
      
252,470
      
4,198
      
1.66
      
188,241
      
4,488
      
2.38
  
Tax-exempt (3)
    
120,592
    
3,106
      
2.58
      
104,379
      
2,786
      
2.67
      
80,131
      
2,366
      
2.95
  
Total investment securities (3)
    
493,022
    
9,344
      
1.90
      
356,849
      
6,984
      
1.96
      
268,372
      
6,854
      
2.55
  
Loans:
                                                                      
Residential mortgage loans
    
204,063
    
9,712
      
4.76
      
203,062
      
9,867
      
4.86
      
210,696
      
11,161
      
5.30
  
Construction loans
    
73,214
    
3,298
      
4.50
      
56,315
      
2,292
      
4.07
      
26,343
      
1,288
      
4.89
  
Commercial Loans
    
854,460
    
41,155
      
4.82
      
739,000
      
36,215
      
4.90
      
590,469
      
31,087
      
5.26
  
Agricultural Loans
    
347,420
    
15,387
      
4.43
      
349,951
      
15,079
      
4.31
      
357,201
      
16,022
      
4.49
  
Loans to state & political subdivisions (3)
    
56,004
    
1,863
      
3.33
      
52,804
      
1,871
      
3.54
      
86,143
      
3,458
      
4.01
  
ConsumerOther loans
    
58,715
    
3,201
      
5.45
      
24,125
      
1,385
      
5.74
      
20,986
      
1,185
      
5.65
  
Loans, net of discount (2)(3)(4)
    
1,593,876
    
74,616
      
4.68
      
1,425,257
      
66,709
      
4.68
      
1,291,838
      
64,201
      
4.97
  
Total interest-earning assets
    
2,147,905
    
84,360
      
3.93
      
1,903,505
      
74,140
      
3.89
      
1,615,679
      
71,456
      
4.42
  
Cash and due from banks
    
6,708
                    
6,525
                      
7,487
                  
Bank premises and equipment
    
17,287
                    
17,194
                      
17,286
                  
Other assets
    
84,066
                    
75,410
                      
79,305
                  
Total non-interest earning assets
    
108,061
                    
99,129
                      
104,078
                  
Total assets
    
2,255,966
                    
2,002,634
                      
1,719,757
                  
LIABILITIES AND STOCKHOLDERS' EQUITY
  
Interest-bearing liabilities:
                                                                      
NOW accounts
    
520,895
    
2,425
      
0.47
      
457,189
      
1,387
      
0.30
      
383,931
      
1,102
      
0.29
  
Savings accounts
    
323,939
    
421
      
0.13
      
290,376
      
322
      
0.11
      
241,429
      
476
      
0.20
  
Money market accounts
    
343,288
    
2,004
      
0.58
      
257,937
      
684
      
0.27
      
205,142
      
1,012
      
0.49
  
Certificates of deposit
    
299,110
    
2,466
      
0.82
      
351,265
      
3,444
      
0.98
      
345,397
      
4,261
      
1.23
  
Total interest-bearing deposits
    
1,487,232
    
7,316
      
0.49
      
1,356,767
      
5,837
      
0.43
      
1,175,899
      
6,851
      
0.58
  
Other borrowed funds
    
149,661
    
3,907
      
2.61
      
84,621
      
1,268
      
1.50
      
93,237
      
1,254
      
1.34
  
Total interest-bearing liabilities
    
1,636,893
    
11,223
      
0.69
      
1,441,388
      
7,105
      
0.49
      
1,269,136
      
8,105
      
0.64
  
Demand deposits
    
374,675
                    
341,604
                      
257,285
                  
Other liabilities
    
20,443
                    
15,420
                      
16,662
                  
Total non-interest-bearing liabilities
    
95,118
                    
357,024
                      
273,947
                  
Stockholders' equity
    
223,955
                    
204,222
                      
176,674
                  
Total liabilities & stockholders' equity
    
2,255,966
                    
2,002,634
                      
1,719,757
                  
Net interest income
          
73,137
                      
67,035
                      
63,351
          
Net interest spread (5)
                  
3.24
%
                    
3.40
%
                    
3.78
%
Net interest income as a percentage
of average interest-earning assets
                  
3.41
%
                    
3.52
%
                    
3.92
%
Ratio of interest-earning assets
to interest-bearing liabilities
                  
131.00
                      
132.00
                      
127.00
  

(1)
Averages are based on daily averages.
(2)
Includes loan origination and commitment fees.
(3)
Tax exempt interest revenue is shown on a tax equivalent basis for proper comparison using a statutory federal income tax rate of 21% for 2022, 2021 and 2020.
(4)
Income on non-accrual loans is accounted for on a cash basis, and the loan balances are included in interest-earning assets.
(5)
Interest rate spread represents the difference between the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities.
 
For purposes of the comparison, as well as the discussion that follows, this presentation facilitates performance comparisons between taxable and tax-free assets by increasing the tax-free income by an amount equivalent to the Federal income taxes that would have been paid if this income were taxable at the Federal statutory rate for the corresponding year. Accordingly, tax equivalent adjustments for investments and loans have been made accordingly to the previous table for the years ended December 31, 2022, 2021 and 2020, respectively (in thousands):
 
24
   
2022
    
2021
    
2020
  
Interest and dividend income from investment securities,
interest bearing time deposits and short-term investments (non-tax adjusted) (GAAP)
  
$
9,092
    
$
6,846
    
$
6,758
  
Tax equivalent adjustment
    
652
      
585
      
497
  
Interest and dividend income from investment securities,
interest bearing time deposits and short-term investments (tax equivalent basis) (Non-GAAP)
  
$
9,744
    
$
7,431
    
$
7,255
  
                         
     
2022
      
2021
      
2020
  
Interest and fees on loans (non-tax adjusted) (GAAP)
  
$
74,265
    
$
66,371
    
$
63,538
  
Tax equivalent adjustment
    
351
      
338
      
663
  
Interest and fees on loans (tax equivalent basis) (Non-GAAP)
  
$
74,616
    
$
66,709
    
$
64,201
  
                         
     
2022
      
2021
      
2020
  
Total interest income
  
$
83,357
    
$
73,217
    
$
70,296
  
Total interest expense
    
11,223
      
7,105
      
8,105
  
Net interest income (GAAP)
    
72,134
      
66,112
      
62,191
  
Total tax equivalent adjustment
    
1,003
      
923
      
1,160
  
Net interest income (tax equivalent basis) (Non-GAAP)
  
$
73,137
    
$
67,035
    
$
63,351
  
 
The following table shows the tax-equivalent effect of changes in volume and rates on interest income and expense (in thousands):

Analysis of Changes in Net Interest Income on a Tax-Equivalent Basis
   
2022 vs. 2021 (1)
    
2021 vs. 2020 (1)
  
   
Change in
Volume
    
Change
in Rate
    
Total
Change
    
Change in
Volume
    
Change
in Rate
    
Total
Change
  
Interest Income:
                                    
Short-term investments:
                                    
Interest-bearing deposits at banks
  
$
(18
)
  
$
65
    
$
47
    
$
73
    
$
14
    
$
87
  
Interest bearing time deposits at banks
    
(118
)
    
24
      
(94
)
    
(41
)
    
-
      
(41
)
Investment securities:
                                                
Taxable
    
2,010
      
30
      
2,040
      
1,287
      
(1,577
)
    
(290
)
Tax-exempt
    
414
      
(94
)
    
320
      
615
      
(195
)
    
420
  
Total investment securities
    
2,424
      
(64
)
    
2,360
      
1,902
      
(1,772
)
    
130
  
Total investment income
    
2,288
      
25
      
2,313
      
1,934
      
(1,758
)
    
176
  
Loans:
                                                
Residential mortgage loans
    
49
      
(204
)
    
(155
)
    
(394
)
    
(900
)
    
(1,294
)
Construction loans
    
742
      
264
      
1,006
      
1,177
      
(173
)
    
1,004
  
Commercial Loans
    
5,549
      
(609
)
    
4,940
      
7,074
      
(1,946
)
    
5,128
  
Agricultural Loans
    
(108
)
    
416
      
308
      
(321
)
    
(622
)
    
(943
)
Loans to state & political subdivisions
    
110
      
(118
)
    
(8
)
    
(1,218
)
    
(369
)
    
(1,587
)
Other loans
    
1,882
      
(66
)
    
1,816
      
180
      
20
      
200
  
Total loans, net of discount
    
8,224
      
(317
)
    
7,907
      
6,498
      
(3,990
)
    
2,508
  
Total Interest Income
    
10,512
      
(292
)
    
10,220
      
8,432
      
(5,748
)
    
2,684
  
Interest Expense:
                                                
Interest-bearing deposits:
                                                
NOW accounts
    
215
      
823
      
1,038
      
219
      
66
      
285
  
Savings accounts
    
40
      
59
      
99
      
133
      
(287
)
    
(154
)
Money Market accounts
    
285
      
1,035
      
1,320
      
410
      
(738
)
    
(328
)
Certificates of deposit
    
(473
)
    
(505
)
    
(978
)
    
73
      
(890
)
    
(817
)
Total interest-bearing deposits
    
67
      
1,412
      
1,479
      
835
      
(1,849
)
    
(1,014
)
Other borrowed funds
    
1,343
      
1,296
      
2,639
      
(60
)
    
74
      
14
  
Total interest expense
    
1,410
      
2,708
      
4,118
      
775
      
(1,775
)
    
(1,000
)
Net interest income
  
$
9,102
    
$
(3,000
)
  
$
6,102
    
$
7,657
    
$
(3,973
)
  
$
3,684
  

(1)
The portion of the total change attributable to both volume and rate changes during the year has been allocated to volume and rate components based upon the absolute dollar amount of the change in each component prior to allocation.

2022 vs. 2021

Tax equivalent net interest income for 2022 was $73,137,000 compared to $67,035,000 for 2021, an increase of $6,102,000 or 9.1%. Total interest income increased $10,220,000, as loan interest income increased $7,907,000, and total investment income increased $2,313,000. Interest expense increased $4,118,000 from 2021.
 
25
Total tax equivalent interest income from investment securities increased $2,360,000 in 2022 from 2021. The average balance of investment securities increased $136.2 million, which had an effect of increasing interest income by $2,424,000 due to volume. The majority of the increase in volume was in taxable securities, which experienced an increase in the average balance of $120.0 million. The average tax-effected yield on our investment portfolio decreased from 1.96% in 2021 to 1.90% in 2022. The decrease in the tax-effected yield is attributable to purchases made prior to 2022, which were made in a lower rate environment. As a result of the yield on investment securities decreasing 6 basis points (bps) to 1.90%, interest income on investment securities decreased $64,000, with the decrease related to tax-exempt securities.  The investment strategy for 2022 was to utilize excess cash, cashflows from the investment portfolio and deposit inflows to purchase U.S. treasury securities, due to a limited spread between US treasuries and agencies, mortgage backed securities issued by government sponsored entities and obligations of state and political securities. The increase in the investment portfolio was in response to the deposit inflows that occurred in 2021 and the first half of 2022. We continually monitor interest rate trading ranges and try to focus purchases to times when rates are in the top of the trading range. The Bank believes its investment strategy has appropriately mitigated its interest rate risk exposure for various rate environments, while providing sufficient cashflows to meet liquidity needs.
 
In total, loan interest income increased $7,907,000 in 2022 from 2021.  The average balance of our loan portfolio increased by $168.6 million in 2022 compared to 2021, which resulted in an increase in interest income of $8,224,000 due to volume.  The increase in the average balance of loans was driven by in large part by growth in the Delaware market during 2022. While the Bank’s other markets experienced loan growth, it was not to the extent experienced in Delaware. The average tax-effected yield on our loan portfolio was 4.68% for both 2022 and 2021 and a small decrease in loan interest income of $317,000 was due to rate. The tax-effected yield remained steady due to 2021 benefitting from additional PPP amortization of $2,061,000 compared to 2022, otherwise the yield on loans 2022 would have exceeded 2021.
 
 
•
Interest income on residential mortgage loans decreased $155,000. The average balance of residential mortgage loans increased $1.0 million, resulting in an increase of $49,000 due to volume. The change due to rate was a decrease of $204,000 as the average yield on residential mortgages decreased from 4.86% in 2021 to 4.76% in 2022 as a result of the lower rate environment prior to 2022. The increase in market interest rates during 2022 resulted in a significant slowdown in residential lending activity.

 
•
The average balance of construction loans increased $16.9 million from 2021 to 2022 as a result of projects in our south central Pennsylvania market and Delaware market, which resulted in an increase of $742,000 in interest income. The average yield on construction loans increased from 4.07% to 4.50%, which correlated to a $264,000 increase in interest income.

 
•
Interest income on commercial loans increased $4,940,000 from 2021 to 2022.  The increase in the average balance of commercial loans of $115.5 million is attributable to the Delaware market. The increase in the average balance of these loans resulted in an increase in interest income due to volume of $5,549,000. Our lenders have been able to attract and retain loan relationships in their markets by providing excellent customer service and having attractive products.  We believe our lenders are adept at customizing and structuring loans to customers that meet their needs and satisfy our commitment to credit quality. In many cases, the Bank works with the Small Business Administration (SBA) guaranteed loan programs to offset credit risk and to further promote economic growth in our market area. The average yield on commercial loans decreased 8 basis points to 4.82% in 2022, resulting in a decrease in interest income due to rate of $609,000. The decrease in yield on commercial loans was due to PPP amortization decreasing $2,061,000 in 2022 compared to 2021.

 
•
Interest income on agricultural loans increased $308,000 from 2021 to 2022.  The decrease in the average balance of agricultural loans of $2.5 million is primarily attributable to the south central Pennsylvania market. The decrease in the average balance of these loans resulted in a decrease in interest income due to volume of $108,000.  The average yield on agricultural loans increased from 4.31% in 2021 to 4.43% in 2022 due to a general increase in market rates, resulting in an increase in interest income due to rate of $416,000. We believe our lenders are adept at customizing, understanding and have the expertise to structure loans for customers that meet their needs and satisfy our commitment to credit quality. In many cases, the Bank works with the United States Department of Agriculture’s (USDA) guaranteed loan programs to offset credit risk and to further promote economic growth in our market area.

26
 
•
The average balance of loans to state and political subdivisions increased $3.2 million from 2021 to 2022 which had a positive impact of $110,000 on total interest income due to volume was due to customers issuing debt for various public service projects that the Bank was able to finance. The average tax equivalent yield on loans to state and political subdivisions decreased from 3.54% in 2021 to 3.33% in 2022, decreasing interest income by $118,000.

 
•
The average balance of other loans increased $34.6 million as a result of an increase in outstanding student loans. This resulted in an increase of $1,882,000 on total interest income due to volume. The average tax equivalent yield on other loans decreased from 5.74% in 2021 to 5.45% in 2022, decreasing interest income by $66,000 in other loans
 
Total interest expense increased $4,118,000 in 2022 compared to 2021.  The majority of the increase was due to an increase in the average rate paid on interest bearing liabilities of 20 basis points to 0.69%. This increase resulted in an increase in interest expense of $2,708,000. The increase in rates was driven by the Federal Reserve’s response to inflation during 2022 by increasing interest rates. The average rate on money markets increased from 0.27% to 0.58% resulting in an increase in interest expense of $1,035,000. The average rate paid on savings accounts increased 2 bps and resulted in an increase in interest expense of $59,000. The average rate paid on NOW accounts increased from 0.30% to 0.47% resulting in an increase in interest expense of $823,000. The average rate paid on other borrowed funds increased from 1.50% to 2.61% resulting in an increase in interest expense of $1,296,000. The average rate on certificates of deposit decreased from 0.98% to 0.82% resulting in a decrease in interest expense of $505,000.
 
Average interest-bearing liabilities increased $195.5 million in 2022, with average interest-bearing deposits increasing $130.5 million and average other borrowings increasing $65.0 million. As a result of the increase in average deposits, interest expense increased $1,410,000 as result of the change in volume. Increases in average deposits, which were primarily driven by organic growth across all markets of the Bank, included NOW accounts of $63.7 million, savings accounts of $33.6 million and money market accounts of $85.4 million. Certificates of deposits decreased $52.2 million as maturing balances were not placed into term products. The combined impact to interest expense of these increases in deposits was a $67,000 increase. The average balance of other borrowed funds increased $60.5 million due to funding loan growth, which corresponds to an increase in interest expense of $1,343,000.
 
Our tax equivalent net interest margin for 2022 was 3.41% compared to 3.52% for 2021, with the change attributable to the yield of interest-earning assets increasing less than the cost from interest-bearing liabilities during 2022. Interest rates increased dramatically in 2022 in response to historically high inflation forcing the Federal Reserve to aggressively tighten monetary policy at a pace and levels not seen in decades. The year began with accelerating inflation that was exacerbated by the Russian invasion of Ukraine driving energy prices higher with crude oil peaking at $130 a barrel in early March. Other commodities prices followed oils lead reaching extremely high levels and adding to inflationary fears.  The Federal Reserve completely abandoned their belief that inflation would prove transitory and began to tighten monetary policy by both reducing the size of its balance sheet and increasing over-night borrowing rates. Coming into the year the Central Bank’s official forecast was for a total increase in rates by 0.75%, but inflation continued to climb to levels not seen since the early 1980’s pushing the Fed Reserve into a series of 75-basis point increases then ending the year with a 50-basis point hike in December for a total increase of 4.25%. The result of these moves created an inverted Treasury yield curve with every maturity from 1 month T-Bills to 7 year Treasuries all yielding more than the 10 year Treasury. The closely followed 2-year to 10-year Treasury spread started the year at a positive 88-basis points and ended the year at a negative 55-basis points.  The 2-year Treasury started the year at 0.78% and ended the year at 4.43% while the 10-year Treasury’s move was from 1.56% to 3.88%. Commodities prices eased in the second half of the year and inflation measures fell as a result, but a strong labor market kept wage inflation high pressuring the Federal Reserve to remain resolute in maintaining an aggressive tightening monetary policy.  Treasury yields ended the year well below the peak as the inverted yield curve increased concerns the Federal Reserve’s would make a policy error.
 
2021 vs. 2020
 
Tax equivalent net interest income for 2021 was $67,035,000 compared to $63,351,000 for 2020, an increase of $3,684,000 or 5.8%. Total interest income increased $2,684,000, as loan interest income increased $2,508,000, and total investment income increased $176,000. Interest expense decreased $1,000,000 from 2020.
 
27
Total tax equivalent interest income from investment securities increased $130,000 in 2021 from 2020. The average balance of investment securities increased $88.5 million, which had an effect of increasing interest income by $1,902,000 due to volume. The majority of the increase in volume was in tax-exempt securities, which experienced an increase in the average balance of $64.2 million. The average tax-effected yield on our investment portfolio decreased from 2.55% in 2020 to 1.96% in 2021. The decrease in the tax-effected yield is attributable to purchases made in a lower rate environment. As a result of the yield on investment securities decreasing 59 basis points (bps) to 1.96%, interest income on investment securities decreased $1,772,000, with the decrease primarily related to taxable securities.  The investment strategy for 2021 was to utilize cashflows from the investment portfolio and deposit inflows to purchase U.S. treasury securities, mortgage backed securities issued by government sponsored entities and obligations of state and political securities. The increase in the investment portfolio was in response to the deposit inflows that occurred in 2021.
 
In total, loan interest income increased $2,508,000 in 2021 from 2020.  The average balance of our loan portfolio increased by $133.4 million in 2021 compared to 2020, which resulted in an increase in interest income of $6,498,000 due to volume.  The increase in the average balance of loans was driven by the MidCoast acquisition from 2020, which was outstanding for the entire year and loan growth that occurred primarily in the Delaware market. The average tax-effected yield on our loan portfolio decreased 29 basis points to 4.68% in 2021, resulting in a decrease in loan interest income of $3,990,000. The decrease in the tax-effected yield was due to the lower rate environment promoted by the Federal Reserve in response to the COVID-19 pandemic.
 
 
•
Interest income on residential mortgage loans decreased $1,294,000. The average balance of residential mortgage loans decreased $7.6 million, resulting in a decrease of $394,000 due to volume. The decrease in loans was due to loans being refinanced and sold on the secondary market. The change due to rate was a decrease of $900,000 as the average yield on residential mortgages decreased from 5.30% in 2020 to 4.86% in 2021 as a result of the lower rate environment during the year as a result of COVID-19 pandemic.

 
•
The average balance of construction loans increased $30.0 million from 2020 to 2021 as a result of projects in our south central Pennsylvania market and Delaware market, which resulted in an increase of $1,177,000 in interest income. The average yield on construction loans decreased from 4.89% to 4.07%, which correlated to a $173,000 decrease in interest income.

 
•
Interest income on commercial loans increased $5,128,000 from 2020 to 2021.  The increase in the average balance of commercial loans of $148.5 million is attributable to the MidCoast acquisition and growth in the Delaware market. The increase in the average balance of these loans resulted in an increase in interest income due to volume of $7,074,000. The average yield on commercial loans decreased 36 basis points to 4.90% in 2021, resulting in a decrease in interest income due to rate of $1,946,000.

 
•
Interest income on agricultural loans decreased $943,000 from 2020 to 2021.  The decrease in the average balance of agricultural loans of $7.3 million was primarily attributable to the south central Pennsylvania market. The decrease in the average balance of these loans resulted in a decrease in interest income due to volume of $321,000.  The average yield on agricultural loans decreased from 4.49% in 2020 to 4.31% in 2021 due to a general decrease in rates, resulting in a decrease in interest income due to rate of $622,000.

 
•
The average balance of loans to state and political subdivisions decreased $33.3 million from 2020 to 2021 which had a negative impact of $1,218,000 on total interest income due to volume was due to customers refinancing through the municipal bond market. The average tax equivalent yield on loans to state and political subdivisions decreased from 4.01% in 2020 to 3.54% in 2021, decreasing interest income by $369,000.

 
•
The average balance of other loans increased $3.1 million as a result of an increase in outstanding student loans. This resulted in an increase of $180,000 on total interest income due to volume. The average tax equivalent yield on other loans increased from 5.65% in 2020 to 5.74% in 2021, increasing interest income by $20,000 in other loans

28
Total interest expense decreased $1,000,000 in 2021 compared to 2020.  The majority of the decrease was due to a decrease in the average rate paid on interest bearing deposits of 15 basis points to 0.43%. This decrease resulted in a decrease in interest expense of $1,849,000. The decrease in rates was driven by the Federal Reserve’s response to the COVID-19 pandemic. The average rate on certificates of deposit decreased from 1.23% to 0.98% resulting in a decrease in interest expense of $890,000. The average rate on money markets decreased from 0.49% to 0.27% resulting in a decrease in interest expense of $738,000. The average rate paid on savings accounts decreased 9 bps and resulted in a decrease in interest expense of $287,000. The average rate paid on other borrowed funds increased from 1.34% to 1.50% resulting in an increase in interest expense of $74,000 and was due to interest expense on debt issued in 2021.
 
Average interest-bearing liabilities increased $172.3 million in 2021, with average interest-bearing deposits increasing $180.9 million and average other borrowings decreasing $8.6 million. As a result of the increase in average deposits, interest expense increased $835,000 as result of the change in volume. Increases in average deposits, which were primarily driven by organic growth across all markets of the Bank, included NOW accounts of $73.3 million, savings accounts of $48.9 million, money market accounts of $52.8 million and certificates of deposits of $5.9 million. The combined impact to interest expense of these increases was $835,000. The average balance of other borrowed funds decreased $8.6 million, which corresponds to a decrease in interest expense of $60,000.
 
Our tax equivalent net interest margin for 2021 was 3.52% compared to 3.92% for 2020, with the change attributable to the yield of interest-earning assets decreasing more than the cost from interest-bearing liabilities during 2021. Interest rates rose in 2021 in response to shifting expectations for fiscal policy and an enduring pandemic that continued to hamper economic activity, strengthening and prolonging unusually strong inflationary pressures and altering the expected path of monetary policy.

PROVISION FOR LOAN LOSSES
 
For the year ended December 31, 2022, we recorded a provision for loan losses of $1,683,000. The provision for 2022 was $133,000, or 8.6%, higher than the provision in 2021. The increase in the provision for loan losses was primarily due to organic loan growth in 2022 compared to 2021 offset by the improved economic outlook compared to 2021 that was impacted more by the Covid-19 pandemic. (see also “Financial Condition – Allowance for Loan Losses and Credit Quality Risk”).
 
For the year ended December 31, 2021, we recorded a provision for loan losses of $1,550,000. The provision for 2021 was $850,000, or 35.4%, lower than the provision in 2020. The decrease in the provision for loan losses was primarily the result of the impact the COVID-19 pandemic had on the economy in 2020 and limited organic growth in 2021 compared to 2020. (see also “Financial Condition – Allowance for Loan Losses and Credit Quality Risk”).
 
NON-INTEREST INCOME
 
The following table reflects non-interest income by major category for the years ended December 31 (dollars in thousands):
 
   
2022
    
2021
    
2020
  
Service charges
    
5,346
      
4,755
    
$
4,221
  
Trust
    
803
      
865
      
803
  
Brokerage and insurance
    
1,895
      
1,625
      
1,297
  
Equity security gains (losses), net
    
(247
)
    
339
      
(41
)
Available for sale security gains (losses), net
    
(14
)
    
212
      
305
  
Gains on loans sold
    
258
      
1,283
      
2,168
  
Earnings on bank owned life insurance
    
852
      
1,828
      
695
  
Other
    
845
      
1,398
      
1,974
  
Total
  
$
9,738
    
$
12,305
    
$
11,422
  
 
29
   
2022/2021
Change
    
2021/2020
Change
  
   
Amount
    
%
    
Amount
    
%
  
Service charges
  
$
591
      
12.4
    
$
534
      
12.7
  
Trust
    
(62
)
    
(7.2
)
    
62
      
7.7
  
Brokerage and insurance
    
270
      
16.6
      
328
      
25.3
  
Equity security gains (losses), net
    
(586
)
    
(172.9
)
    
380
      
(926.8
)
Available for sale security gains (losses), net
    
(226
)
    
(106.6
)
    
(93
)
    
(30.5
)
Gains on loans sold
    
(1,025
)
    
(79.9
)
    
(885
)
    
(40.8
)
Earnings on bank owned life insurance
    
(976
)
    
(53.4
)
    
1,133
      
163.0
  
Other
    
(553
)
    
(39.6
)
    
(576
)
    
(29.2
)
Total
  
$
(2,567
)
    
(20.9
)
  
$
883
      
7.7
  
 
2022 vs. 2021
 
Non-interest income decreased $2,567,000 in 2022 from 2021, or 20.9%.  We experienced a $14,000 net loss on available for sale securities in 2022 compared to net gains totaling $212,000 in 2021. During 2022, we sold $7.5 million of US Agency securities for a pre-tax loss of $14,000. During 2021, we sold $17.2 million of US treasury securities for a pre-tax gain of $177,000 and $12.0 million of US Agency securities for a pre-tax gain of $35,000 to take advantage of market conditions at the time of the sales. During 2022, net equity security losses amounted to $247,000 as a result of market conditions experienced in 2022 compared to gains of $339,000 last year.
 
Gains on loans sold decreased $1,025,000 compared to last year. The decrease in gains on loans sold is attributable to a $41.6 million, or 74.8% decrease in the proceeds from the sale of residential mortgages loans as a result of the increase in mortgage interest rates. The increase in service charges of $591,000 for 2022 is attributable to an increase in customer spending in 2022 compared to 2021. The decrease in other income is due to fees on offering derivative contracts for certain customers, that provided the customer with fixed rate loans, which generated fee income of $88,000 in 2022 compared to $494,000 in 2021. The decrease in earnings on bank owned life insurance is due to two former employees of the Company passing during the first quarter of 2021, which generated a death benefit payable to the Company of $1,155,000. The increase in brokerage and insurance commissions was attributable to growth in our south central and north central, Pennsylvania markets.
 
2021 vs. 2020
 
Non-interest income increased $883,000 in 2021 from 2020, or 7.7%.  We experienced a $212,000 net gain on available for sale securities in 2021 compared to net gains totaling $305,000 in 2020. During 2021, we sold $17.2 million of US treasury securities for a pre-tax gain of $177,000 and $12.0 million of US Agency securities for a pre-tax gain of $35,000 to take advantage of market conditions at the time of the sales. During 2020, we sold 19 mortgage backed securities for a net gain of $305,000 to lock in gains that benefitted from the Federal Reserve investment purchase program in response to the COVID-19 pandemic. During 2021, net equity security gains amounted to $339,000 as a result of market gains experienced in 2021 compared to losses of $41,000 in 2020 associated with the Covid-19 pandemic.
 
Gains on loans sold decreased $885,000 compared to 2020. The decrease in gains on loans sold was attributable to a $20.2 million, or 26.6% decrease in the proceeds from the sale of residential mortgages loans. The increase in service charges of $534,000 for 2021 was attributable to the Bank’s response to the COVID-19 pandemic in 2020 and an increase in customer spending in 2021 compared to 2020 which was impacted by mandatory stay at home orders as customers ate out less and spent less on discretionary items. The decrease in other income was due to fees on offering derivative contracts for certain customers, that provided the customer with fixed rate loans, which generated fee income of $494,000 in 2021 compared to $1,373,000 in 2020. The increase in earnings on bank owned life insurance was due to two former employees of the Company passing during the first quarter of 2021, which generated a death benefit payable to the Company of $1,155,000. The increase in brokerage and insurance commissions was attributable to growth in our south central and north central, Pennsylvania markets.

Non-interest Expenses
 
The following tables reflect the breakdown of non-interest expense by major category for the years ended December 31 (dollars in thousands):
 
30
   
2022
    
2021
    
2020
  
Salaries and employee benefits
    
27,837
      
25,902
    
$
24,190
  
Occupancy
    
3,138
      
2,966
      
2,557
  
Furniture and equipment
    
565
      
519
      
757
  
Professional fees
    
1,891
      
1,526
      
1,517
  
FDIC insurance
    
676
      
522
      
476
  
Pennsylvania shares tax
    
907
      
880
      
868
  
Amortization of intangibles
    
156
      
192
      
216
  
Merger and acquisition
    
-
      
-
      
2,179
  
ORE expenses
    
17
      
439
      
451
  
Software expenses
    
1,446
      
1,321
      
1,155
  
Other
    
8,061
      
7,283
      
6,481
  
Total
  
$
44,694
    
$
41,550
    
$
40,847
  

   
2022/2021
Change
    
2021/2020
Change
  
   
Amount
    
%
    
Amount
    
%
  
Salaries and employee benefits
  
$
1,935
      
7.5
    
$
1,712
      
7.1
  
Occupancy
    
172
      
5.8
      
409
      
16.0
  
Furniture and equipment
    
46
      
8.9
      
(238
)
    
(31.4
)
Professional fees
    
365
      
23.9
      
9
      
0.6
  
FDIC insurance
    
154
      
29.5
      
46
      
9.7
  
Pennsylvania shares tax
    
27
      
3.1
      
12
      
1.4
  
Amortization of intangibles
    
(36
)
    
(18.8
)
    
(24
)
    
(11.1
)
Merger and acquisition
    
-
    
NA
      
(2,179
)
    
(100.0
)
ORE expenses
    
(422
)
    
(96.1
)
    
(12
)
    
(2.7
)
Software expenses
    
125
      
9.5
      
166
      
14.4
  
Other
    
778
      
10.7
      
802
      
12.4
  
Total
  
$
3,144
      
7.6
    
$
703
      
1.7
  
 
2022 vs. 2021
 
Non-interest expenses for 2022 totaled $44,694,000, which represents an increase of $3,144,000, compared to 2021 expenses of $41,550,000. Salaries and employee benefits increased $1,935,000 or 7.5%. The increase was due to merit increases effective at the beginning of 2022, additional headcount 14.7 FTEs added during 2022 and increased health care related expenses due to actual claims of employees. Employee commissions related to brokerage and insurance commissions increased due to the increased sales in 2022 compared to 2021.
 
The increase in occupancy expenses is due to the additional branches opened during 2022 and higher utility and maintenance expenses. The increase in professional fees was due to $250,000 of fees associated with the recently announced HVB merger that is expected to close in the first half of 2023. The increase in other expenses is additional marketing expenses, primarily in the Delaware market, charge-offs associated with fraudulent customer account activity, appraisal fees, travel related expenses as the economy reopens from pandemic related issues and the Delaware franchise tax due to growth in that market. The decrease in ORE expenses is due to gains on sales of ORE properties experienced during 2022.

2021 vs. 2020
 
Non-interest expenses for 2021 totaled $41,550,000, which represents an increase of $703,000, compared to 2020 expenses of $40,847,000. Salaries and employee benefits increased $1,712,000 or 7.1%. The increase was due to merit increases effective at the beginning of 2021, additional headcount as part of the MidCoast acquisition and servicing the Delaware market and increased profit sharing expenses due to increased profitability of the Company. Employee commissions related to brokerage and insurance commissions increased due to the increased sales in 2021 compared to 2020.
 
The increase in occupancy expenses was due to the additional branches acquired as part of the MidCoast acquisition and the Kennett Square branch as they are included for a full year in 2021. The decrease in merger and acquisition costs was due to costs associated with the MidCoast acquisition that closed in April 2020. The decrease in furniture and fixtures was due to a decrease in non-capitalized items that were purchased in 2020 to support the acquisition. The increase in other expenses was due to charitable contributions made in our south central Pennsylvania and Delaware markets and the Delaware franchise tax due to the performance of the Delaware market, advertising and promotions associated with the Delaware markets.

31
PROVISION FOR INCOME TAXES
 
The provision for income taxes was $6,435,000, $6,199,000 and $5,263,000 for 2022, 2021 and 2020, respectively. The effective tax rates for 2022, 2021 and 2020 were 18.1%, 17.6% and 17.3%, respectively.
 
The increase in income tax expense of $236,000 in 2022 was due earnings on bank owned life insurance being excluded from taxable income, which was higher in 2021 than 2022, which accounts for an increase in income taxes of $205,000 at a 21% tax rate.
 
The increase in income tax expense of $936,000 in 2021 was due to the increase of $4,951,000 in income before the provision for income taxes, which accounts for an increase in tax expense of $1,040,000 at a 21% tax rate.
 
We are involved in seven limited partnership agreements that operate low-income housing projects in our market areas, two of which we entered into during 2022. During 2022, 2021 and 2020, we recognized tax credits related to one of the seven partnerships. Tax credits associated with four of the partnerships were fully utilized by December 2022. We expect to start recognizing credits on the remaining three projects in 2023. We anticipate recognizing an aggregate of $9.6 million of tax credits over the next thirteen years.
 
FINANCIAL CONDITION
 
The following table presents ending balances (dollars in millions), the dollar amount of change and the percentage change during the past year:
 
   
2022
Balance
    
Increase
    
%
Change
    
2021
Balance
  
Total assets
  
$
2,333.4
    
$
189.5
      
8.8
    
$
2,143.9
  
Total investments
    
439.5
      
27.1
      
6.6
      
412.4
  
Total loans, net
    
1,706.4
      
282.2
      
19.8
      
1,424.2
  
Total deposits
    
1,844.2
      
8.0
      
0.4
      
1,836.2
  
Total borrowings
    
257.3
      
183.3
      
247.7
      
74.0
  
Total stockholders' equity
    
200.1
      
(12.4
)
    
(5.8
)
    
212.5
  

Cash and Cash Equivalents
 
Cash and cash equivalents totaled $26.2 million at December 31, 2022 compared to $172.8 million at December 31, 2021. Management actively measures and evaluates the Company’s liquidity through our Asset – Liability committee and believes its liquidity needs are satisfied by the current balance of cash and cash equivalents, readily available access to traditional funding sources, Federal Home Loan Bank financing, federal funds lines with correspondent banks, brokered certificates of deposit and the portion of the investment and loan portfolios that mature within one year.  Management expects that these sources of funds will permit us to meet cash obligations and off-balance sheet commitments as they come due.
 
Investments
 
The following table shows the year-end composition of the investment portfolio, at fair value, for the two years ended December 31 (dollars in thousands):
 
   
2022
Amount
    
% of
Total
    
2021
Amount
    
% of
Total
  
Available-for-sale:
                        
U. S. Agency securities
  
$
70,677
      
16.0
    
$
73,945
      
17.8
  
U.S. Treasuries
    
148,570
      
33.6
      
115,347
      
27.8
  
Obligations of state & political subdivisions
    
110,300
      
25.0
      
112,021
      
27.0
  
Corporate obligations
    
9,383
      
2.1
      
10,333
      
2.5
  
Mortgage-backed securities
    
100,576
      
22.8
      
100,756
      
24.3
  
Equity securities
    
2,208
      
0.5
      
2,270
      
0.6
  
Total
  
$
441,714
      
100.0
    
$
414,672
      
100.0
  

32
The Company’s investment portfolio increased during 2022 by $27.0 million. This growth was fueled by purchases made in the first half of 2022 to utilize portions of the cash position. During 2022, we purchased $53.8 million of U.S. Treasuries, $12.3 million of U.S. agencies, $33.4 million of mortgage backed securities, $18.4 million of state and local obligations and $218,000 of equity securities, which helped to offset the $19.5 million of principal repayments and $14.1 million of calls and maturities that occurred during the year. We also sold $7.5 million of bonds at a net loss of $14,000. The fair value of our investment portfolio decreased approximately $47.9 million in 2022 due to increases in market interest rates. Excluding our short term investments consisting of monies held primarily at the Federal Reserve, the effective yield on our investment portfolio for 2022 was 1.90% compared to 1.96% for 2021 on a tax equivalent basis.
 
Interest rates increased dramatically in 2022 in response to historically high inflation forcing the Federal Reserve to aggressively tighten monetary policy at a pace and levels not seen in decades. The year began with accelerating inflation that was exacerbated by the Russian invasion of Ukraine driving energy prices higher with crude oil peaking at $130 a barrel in early March. Other commodities prices followed oils lead reaching extremely high levels and adding to inflationary fears.  The Federal Reserve completely abandoned their belief that inflation would prove transitory and began to tighten monetary policy by both reducing the size of its balance sheet and increasing over-night borrowing rates. Coming into the year the Central Bank’s official forecast was for a total increase in rates by 0.75%, but inflation continued to climb to levels not seen since the early 1980’s pushing the Fed Reserve into a series of 75-basis point increases then ending the year with a 50-basis point hike in December for a total increase of 4.25%. The result of these moves created an inverted Treasury yield curve with every maturity from 1 month T-Bills to 7 year Treasuries all yielding more than the 10 year Treasury. The closely followed 2-year to 10-year Treasury spread started the year at a positive 88-basis points and ended the year at a negative 55-basis points.  The 2-year Treasury started the year at 0.78% and ended the year at 4.43% while the 10-year Treasury’s move was from 1.56% to 3.88%. Commodities prices eased in the second half of the year and inflation measures fell as a result, but a strong labor market kept wage inflation high pressuring the Federal Reserve to remain resolute in maintaining an aggressive tightening monetary policy.  Treasury yields ended the year well below the peak as the inverted yield curve increased concerns the Federal Reserve would make a policy error and tighten to much. The investment strategy for 2022 has been to utilize excess cash, cashflows from the investment portfolio and deposit inflows to purchase U.S. treasury securities, due to a limited spread between US treasuries and agencies, mortgage backed securities issued by government sponsored entities and obligations of state and political securities. The increase in the investment portfolio was in response to the deposit inflows that occurred in 2021 and the first half of 2022. We continually monitor interest rate trading ranges and try to focus purchases to times when rates are in the top of the trading range. The Bank believes its investment strategy has appropriately mitigated its interest rate risk exposure for various rate environments, while providing sufficient cashflows to meet liquidity needs.
 
At December 31, 2022, the Company did not own any securities, other than government-sponsored and government-guaranteed mortgage-backed securities, that had an aggregate book value in excess of 10% of its consolidated stockholders’ equity at that date.
 
The expected principal repayments at amortized cost and average weighted yields for the investment portfolio (excluding equity securities) as of December 31, 2022, are shown below (dollars in thousands). Expected principal repayments, which include prepayment speed assumptions for mortgage-backed securities, are significantly different than the contractual maturities detailed in Note 4 of the consolidated financial statements. Yields on tax-exempt securities are presented on a fully taxable equivalent basis, assuming a 21% tax rate, which was the rate in effect at December 31, 2022.
 
   
One Year or Less
    
After One Year
to Five years
    
After Five Years
to Ten Years
    
After Ten Years
    
Total
  
   
Amortized
Cost
    
Yield
%
    
Amortized
Cost
    
Yield
%
    
Amortized
Cost
    
Yield
%
    
Amortized
Cost
    
Yield
%
    
Amortized
Cost
    
Yield
%
  
Available-for-sale securities:
                                                            
U.S. agency securities
  
$
16,660
      
3.4
    
$
32,447
      
1.9
    
$
23,354
      
1.8
    
$
6,095
      
1.5
    
$
78,556
      
2.2
  
U.S. treasuries
    
9,972
      
1.0
      
139,459
      
1.1
      
12,805
      
1.6
      
-
      
-
      
162,236
      
1.1
  
Obligations of state & political
Subdivisions
    
4,635
      
3.7
      
14,549
      
2.5
      
26,558
      
1.8
      
74,820
      
1.9
      
120,562
      
2.0
  
Corporate obligations
    
-
      
-
      
10,335
      
3.6
      
-
      
-
      
-
      
-
      
10,335
      
3.6
  
Mortgage-backed securities
    
19,121
      
1.0
      
36,394
      
1.5
      
42,271
      
1.4
      
17,518
      
1.4
      
115,304
      
1.4
  
Total available-for-sale
  
$
50,388
      
2.0
    
$
233,184
      
1.5
    
$
104,988
      
1.6
    
$
98,433
      
1.8
    
$
486,993
      
1.6
  
 
33
 At December 31, 2022, approximately 58.2% of the amortized cost of debt securities is expected to mature, call or pre-pay within five years or less.  The Company expects that earnings from operations, the levels of cash held at the Federal Reserve and other correspondent banks, the high liquidity level of the available-for-sale securities, growth of deposits and the availability of borrowings from the Federal Home Loan Bank and other third party banks will be sufficient to meet future liquidity needs.

Loans Held for Sale

Loans held for sale decreased $3.8 million to $725,000 as of December 31, 2022 from December 31, 2021. The decrease in loans held for sale was due to the reduced amount of refinancings occurring in 2022 compared to 2021 due to the higher rate environment.

Loans
 
The Bank’s lending efforts have historically focused on north central Pennsylvania and southern New York. With the acquisition of FNB and the opening of offices in Lancaster County, this focus has grown to include Lebanon, Schuylkill, Berks and Lancaster County markets of south central, Pennsylvania. We have a limited branch office in Union County that is staffed by a lending team to primarily support agricultural opportunities and offices in State College and Mill Hall to support commercial opportunities in central Pennsylvania, especially Centre and Clinton Counties. In April 2020, we completed the MidCoast acquisition, which expanded our markets into the State of Delaware with activity centered around the cities of Wilmington and Dover, Delaware. In November of 2020, we opened a branch in Kennett Square, Pennsylvania, to further serve customers obtained as part of the MidCoast acquisition, as well as to expand operations into Chester County, Pennsylvania. During 2022, expansion efforts continued in both Lancaster, Pennsylvania with the opening of an office in Ephrata, Pennsylvania and in Delaware with the opening of an office in Greenville, Delaware, which is near Wilmington, Delaware. The Bank has also received approval to open a full service branch in Williamsport, Pennsylvania that is expected to open during the summer of 2023.
 
We originate loans primarily through direct loans to our existing customer base, with new customers generated through the strong relationships that our lending teams have with their customers, as well as by referrals from real estate brokers, building contractors, attorneys, accountants, corporate and advisory board members, existing customers and the Bank’s website.  The Bank offers a variety of loans, although historically most of our lending has focused on real estate loans including residential, commercial, agricultural, and construction loans.  As of December 31, 2022, approximately 85.9% of our loan portfolio consisted of real estate loans.  All lending is governed by a lending policy that is developed and administered by management and approved by the Board of Directors.
 
The Bank primarily offers fixed rate residential mortgage loans with terms of up to 25 years and adjustable rate mortgage loans (with amortization schedules up to 30 years) with interest rates and payments that adjust based on one, three, five and 15 year fixed periods.  Loan to value ratios are usually 80% or less with exceptions for individuals with excellent credit and low debt to income and/or high net worth. Adjustable rate mortgages are tied to a margin above the comparable Federal Home Loan Bank of Pittsburgh borrowing rate.  Home equity loans are written with terms of up to 15 years at fixed rates.  Home equity lines of credit are variable rate loans tied to the Prime Rate generally with a ten year draw period followed by a ten year repayment period. Home equity loans are typically written with a maximum 80% loan to value.
 
Commercial real estate loan terms are generally 20 years or less, with one to five year adjustable interest rates.  The adjustable rates are typically tied to a margin above the comparable Federal Home Loan Bank of Pittsburgh borrowing rate with a typical loan to value ratio of 80% or less. During 2022 and 2021, the Bank offered certain customers derivative contracts that allowed the customer to obtain a fixed interest rate for a period up to 10 years.  Where feasible, the Bank participates in the United States Department of Agriculture’s (USDA) and Small Business Administration (SBA) guaranteed loan programs to offset credit risk and to further promote economic growth in our market area.
 
Agriculture is an important industry throughout our market areas. Therefore, the Bank has not only developed an agriculture lending team with significant experience that has a thorough understanding of this industry, but also continually looks for additional employees with a thorough understanding of agriculture. We have an agricultural loan policy to assist in underwriting agricultural loans.  Agricultural loans are made to a diversified customer base that include dairy, swine and poultry farmers and their support businesses.  Agricultural loans focus on character, cash flow and collateral, while also considering the particular risks of the industry.  Loan terms are generally 20 years or less, with one to five year adjustable interest rates.  The adjustable rates are typically tied to a margin above the comparable Federal Home Loan Bank of Pittsburgh borrowing rate with a typical loan to value of less than 80%. We evaluate the financial strength of the integrators we have exposure to with our poultry and swine agricultural customers.  The Bank is a preferred lender under the USDA’s Farm Service Agency (FSA) and participates in the FSA guaranteed loan program.
 
34
The Bank, as part of its commitment to the communities it serves, is an active lender for projects by our local municipalities and school districts. These loans range from short term bridge financing to 20 year term loans for specific projects. These loans are typically written at rates that adjust at least every five years. Due to the size of certain municipal loans, we have developed participation lending relationships with other community banks that allow us to meet regulatory compliance issues, while meeting the needs of the customer. At December 31, 2022, the aggregate balance of our participation loans, in which a portion was sold to other lender’s totaled $195.95 million, of which $102.6 million was sold.
 
Activity associated with exploration for natural gas in 2022 was higher than 2021. Certain entities drilled new wells and created new pad sites and pipelines, while other companies only maintained their existing wells. Natural gas prices increased during 2022, but still experienced significant volatility in 2022. While the Bank has loaned to companies that service the exploration activities, the Bank has not originated any loans to companies performing the actual drilling and exploration activities. Loans made by the Company were to service industry customers which included trucking companies, stone quarries and other support businesses. We also originated loans to businesses and individuals for restaurants, hotels and apartment rentals that were developed and expanded to meet the housing and living needs of the gas workers. Due to our understanding of the industry and its cyclical nature, the loans made for natural gas-related activities were originated in a prudent and cautious manner and were subject to specific policies and procedures for lending to these entities, which included lower loan to value thresholds, shortened amortization periods, and expansion of our monitoring of loan concentrations associated with this activity.
 
The following table shows the year-end composition of the loan portfolio as of December 31, 2022 and 2021 (dollars in thousands):
 
   
2022
    
2021
  
   
Amount
    
%
    
Amount
    
%
  
Real estate:
                        
Residential
  
$
210,213
      
12.2
    
$
201,097
      
14.0
  
Commercial
    
876,569
      
50.8
      
687,338
      
47.7
  
Agricultural
    
313,614
      
18.2
      
312,011
      
21.6
  
Construction
    
80,691
      
4.7
      
55,036
      
3.8
  
Consumer
    
86,650
      
5.0
      
25,858
      
1.8
  
Other commercial loans
    
63,222
      
3.7
      
74,585
      
5.2
  
Other agricultural loans
    
34,832
      
2.0
      
39,852
      
2.8
  
State & political subdivision loans
    
59,208
      
3.4
      
45,756
      
3.1
  
Total loans
    
1,724,999
      
100.0
      
1,441,533
      
100.0
  
Less allowance for loan losses
    
18,552
              
17,304
          
Net loans
  
$
1,706,447
            
$
1,424,229
          

   
2022/2021
Change
  
   
Amount
    
%
  
Real estate:
              
Residential
  
$
9,116
      
4.5
  
Commercial
    
189,231
      
27.5
  
Agricultural
    
1,603
      
0.5
  
Construction
    
25,655
      
46.6
  
Consumer
    
60,792
      
235.1
  
Other commercial loans
    
(11,363
)
    
(15.2
)
Other agricultural loans
    
(5,020
)
    
(12.6
)
State & political subdivision loans
    
13,452
      
29.4
  
Total loans
  
$
283,466
      
19.7
  

35
Total loans grew $283.5 million in 2022 and total $1.72 billion at the end of 2022. The primary driver of growth during 2022 was growth in commercial and construction real estate in the Delaware market, student loans and state and political loans. This growth was offset by a decrease in other commercial and other agricultural loans of $11.4 million and $5.0 million, respectively,  due to a decrease in PPP loans and other loan paydowns during the year.
 
Residential real estate loans increased $9.1 million even as refinancing activity decreased during 2022 due to higher rates  During 2022, $10.0 million of residential real estate loans were originated for sale on the secondary market, which compares to $44.7 million for 2021.  For loans sold on the secondary market, the Company recognizes fee income for servicing these sold loans, which is included in non-interest income.
 
The following table presents the maturity distribution of our loan portfolio as of December 31, 2022 (in thousands).  The table does not include any estimate of prepayments which significantly shorten the average life of all loans and may cause our actual repayment experience to differ from that shown below.  Demand loans having no stated schedule of repayments and no stated maturity are reported as due in one year or less.
 
   
Due in One year or less
    
After one year through five years
    
After five years through fifteen years
    
After fifteen years
    
Total
  
Real estate:
                              
Residential
  
$
736
    
$
8,003
    
$
74,912
    
$
126,562
    
$
210,213
  
Commercial
    
86,776
      
267,583
      
357,755
      
164,455
      
876,569
  
Agricultural
    
20,260
      
17,031
      
156,043
      
120,280
      
313,614
  
Construction
    
2,193
      
29,675
      
33,395
      
15,428
      
80,691
  
Consumer
    
18,336
      
65,279
      
2,903
      
132
      
86,650
  
Other commercial loans
    
28,933
      
28,483
      
5,806
      
-
      
63,222
  
Other agricultural loans
    
19,232
      
13,257
      
2,343
      
-
      
34,832
  
State & political subdivision loans
    
768
      
1,461
      
27,687
      
29,292
      
59,208
  
   
$
177,234
    
$
430,772
    
$
660,844
    
$
456,149
    
$
1,724,999
  

The following table presents the portion of loans that have fixed interest rates or variable interest rates that fluctuate over the life of loans in accordance with changes in the interest rate index that mature after December 31, 2023.

Sensitivity of loans to changes in interest rates - loans due after December 31, 2023:
  
Predetermined interest rate
    
Floating or adjustable interest rate
    
Total
  
Real estate:
                  
Residential
  
$
116,160
    
$
93,317
    
$
209,477
  
Commercial
    
383,030
      
406,763
      
789,793
  
Agricultural
    
13,923
      
279,431
      
293,354
  
Construction
    
32,657
      
45,841
      
78,498
  
Consumer
    
4,823
      
63,491
      
68,314
  
Other commercial loans
    
19,711
      
14,578
      
34,289
  
Other agricultural loans
    
10,736
      
4,864
      
15,600
  
State & political subdivision loans
    
35,770
      
22,670
      
58,440
  
   
$
616,810
    
$
930,955
    
$
1,547,765
  

Allowance for Loan Losses and Credit Quality Risk
 
The allowance for loan losses is maintained at a level which, in management’s judgment, is adequate to absorb probable future loan losses inherent in the loan portfolio.  The provision for loan losses is charged against current income.  Loans deemed not collectable are charged-off against the allowance while subsequent recoveries increase the allowance.  The allowance for loan losses was $18,552,000 or 1.08% of total loans as of December 31, 2022 as compared to $17,304,000 or 1.20% of loans as of December 31, 2021. The $1,248,000 increase is a result of a $1,683,000 provision for loan losses less net charge-offs of $435,000. During 2022, net charge-offs were low with the majority related to one charge-off. The following table shows the distribution of the allowance for loan losses and the percentage of loans compared to total loans by loan category (dollars in thousands) as of December 31:
 
36
   
2022
    
2021
  
   
Amount
    
%
    
Amount
    
%
  
Real estate loans:
                        
Residential
  
$
1,056
      
12.2
    
$
1,147
      
14.0
  
Commercial
    
10,120
      
50.8
      
8,099
      
47.7
  
Agricultural
    
4,589
      
18.2
      
4,729
      
21.6
  
Construction
    
801
      
4.7
      
434
      
3.8
  
Consumer
    
135
      
5.0
      
262
      
1.8
  
Other commercial loans
    
1,040
      
3.7
      
1,023
      
5.2
  
Other agricultural loans
    
489
      
2.0
      
558
      
2.8
  
State & political subdivision loans
    
322
      
3.4
      
281
      
3.1
  
Unallocated
    
-
      
N/A
      
771
      
N/A
  
Total allowance for loan losses
  
$
18,552
      
100.0
    
$
17,304
      
100.0
  
 
The following table provides information related to credit loss experience and net (charge-offs) recoveries for 2022, 2021 and  2020.
 
2022
  
Credit Loss Expense (Benefit)
    
Net (charge-offs) Recoveries
    
Average Loans
    
Ratio of net (charge-offs) recoveries to Average loans
    
Allowance to total loans
    
Non-accrual loans as a percent of loans
    
Allowance to total non-accrual loans
  
Real estate:
                                          
Residential
  
$
(91
)
    
-
    
$
204,063
      
0.00
%
    
0.50
%
    
0.28
%
    
178.68
%
Commercial
    
2,018
      
3
      
782,016
      
0.00
%
    
1.15
%
    
0.32
%
    
364.29
%
Agricultural
    
(140
)
    
-
      
312,999
      
0.00
%
    
1.46
%
    
1.03
%
    
142.43
%
Construction
    
367
      
-
      
73,214
      
0.00
%
    
0.99
%
    
0.00
%
  
NA
  
Consumer
    
(111
)
    
(16
)
    
58,715
      
-0.03
%
    
0.16
%
    
0.00
%
  
NA
  
Other commercial loans
    
439
      
(422
)
    
72,444
      
-0.58
%
    
1.64
%
    
0.10
%
    
1677.42
%
Other agricultural loans
    
(69
)
    
-
      
34,421
      
0.00
%
    
1.40
%
    
0.82
%
    
171.58
%
State & political subdivision loans
    
41
      
-
      
56,004
      
0.00
%
    
0.54
%
    
0.00
%
  
NA
  
Unallocated
    
(771
)
    
-
      
-
    
NA
    
NA
    
NA
    
NA
  
Total
  
$
1,683
    
$
(435
)
  
$
1,593,876
      
-0.03
%
    
1.08
%
    
0.40
%
    
267.40
%
                                                         
2021
                                                        
Real estate:
                                                        
Residential
  
$
(27
)
    
-
    
$
203,062
      
0.00
%
    
0.57
%
    
0.30
%
    
192.77
%
Commercial
    
1,848
      
35
      
639,161
      
0.01
%
    
1.18
%
    
0.43
%
    
275.01
%
Agricultural
    
(224
)
    
-
      
312,770
      
0.00
%
    
1.52
%
    
1.00
%
    
150.94
%
Construction
    
312
      
-
      
56,315
      
0.00
%
    
0.79
%
    
0.00
%
  
NA
  
Consumer
    
(53
)
    
(6
)
    
24,125
      
-0.02
%
    
1.01
%
    
0.00
%
  
NA
  
Other commercial loans
    
(113
)
    
(90
)
    
99,839
      
-0.09
%
    
1.37
%
    
0.19
%
    
730.71
%
Other agricultural loans
    
(306
)
    
-
      
37,181
      
0.00
%
    
1.40
%
    
2.01
%
    
69.49
%
State & political subdivision loans
    
(198
)
    
-
      
52,804
      
0.00
%
    
0.61
%
    
0.00
%
  
NA
  
Unallocated
    
311
      
-
      
-
    
NA
    
NA
    
NA
    
NA
  
Total
  
$
1,550
    
$
(61
)
  
$
1,425,257
      
0.00
%
    
1.20
%
    
0.53
%
    
227.21
%
                                                         
2020
                                                        
Real estate:
                                                        
Residential
  
$
46
      
14
    
$
210,696
      
0.01
%
    
0.58
%
    
0.40
%
    
144.58
%
Commercial
    
2,065
      
(398
)
    
478,415
      
-0.08
%
    
1.04
%
    
0.76
%
    
137.25
%
Agricultural
    
(84
)
    
15
      
311,100
      
0.00
%
    
1.57
%
    
0.99
%
    
158.09
%
Construction
    
79
      
0
      
26,343
      
0.00
%
    
0.34
%
    
0.00
%
  
NA
  
Consumer
    
238
      
(29
)
    
20,986
      
-0.14
%
    
1.06
%
    
0.00
%
  
NA
  
Other commercial loans
    
3
      
(32
)
    
112,054
      
-0.03
%
    
1.07
%
    
1.12
%
    
95.48
%
Other agricultural loans
    
(97
)
    
-
      
46,101
      
0.00
%
    
1.77
%
    
2.00
%
    
88.71
%
State & political subdivision loans
    
(57
)
    
-
      
86,143
      
0.00
%
    
0.76
%
    
0.00
%
  
NA
  
Unallocated
    
207
      
-
      
-
    
NA
    
NA
    
NA
    
NA
  
Total
  
$
2,400
    
$
(430
)
  
$
1,291,838
      
-0.03
%
    
1.13
%
    
0.76
%
    
147.36
%
 
37
The Company believes it utilizes a disciplined and thorough loan review process based upon its internal loan policy approved by the Company’s Board of Directors.  The purpose of the review is to assess loan quality, analyze delinquencies, identify problem loans, evaluate potential charge-offs and recoveries, and assess general overall economic conditions in the markets served.  An external independent loan review is performed on our commercial portfolio at least semi-annually for the Company.  The external consultant is engaged to 1) review a minimum of 50%  of the dollar volume of the commercial loan portfolio on an annual basis, 2) new loans originated for over $1.0 million in the last year, 3) a majority of borrowers with commitments greater than or equal to $1.0 million,  4) selected loan relationships over $750,000 which are over 30 days past due, or classified Special Mention, Substandard, Doubtful, or Loss, and 5) such other loans which management or the consultant deems appropriate. As part of this review, our underwriting process and loan grading system is evaluated.
 
Management believes it uses the best information available to make such determinations and that the allowance for loan losses is adequate as of December 31, 2022. However, future adjustments could be required if circumstances differ substantially from assumptions and estimates used in making the initial determination.  A prolonged downturn in the economy, changes in the economies of various segments of our agricultural and commercial portfolios, high unemployment rates, significant changes in the value of collateral and delays in receiving financial information from borrowers could result in increased levels of non-performing assets, charge-offs, loan loss provisions and reduction in income.  Additionally, bank regulatory agencies periodically examine the Bank’s allowance for loan losses.  The banking agencies could require the recognition of additions to the allowance for loan losses based upon their judgment of information available to them at the time of their examination.
 
On a monthly basis, problem loans are identified and updated primarily using internally prepared past due reports.  Based on data surrounding the collection process of each identified loan, the loan may be added or deleted from the monthly watch list.  The watch list includes loans graded special mention, substandard, doubtful, and loss, as well as additional loans that management may choose to include.  Watch list loans are continually monitored going forward until satisfactory conditions exist that allow management to upgrade and remove the loan from the watchlist.  In certain cases, loans may be placed on non-accrual status or charged-off based upon management’s evaluation of the borrower’s ability to pay.  All commercial loans, which include commercial real estate, agricultural real estate, state and political subdivision loans, other commercial loans and other agricultural loans, on non-accrual are evaluated quarterly for impairment.
 
The adequacy of the allowance for loan losses is subject to a formal, quarterly analysis by management of the Company.  In order to better analyze the risks associated with the loan portfolio, the entire portfolio is divided into several categories.  As stated above, loans on non-accrual status are specifically reviewed for impairment and given a specific reserve, if appropriate.  Loans evaluated and not found to be impaired are included with other performing loans, by category, by their respective homogenous pools.  Three year average historical loss factors were calculated for each pool and applied to the performing portion of the loan category for each year presented. The historical loss factors for both reviewed and homogeneous pools are adjusted based upon the following qualitative factors:
 
 
•
Level of and trends in delinquencies, impaired/classified loans

 
■
Change in volume and severity of past due loans

 
■
Volume of non-accrual loans

 
■
Volume and severity of classified, adversely or graded loans

 
•
Level of and trends in charge-offs and recoveries

 
•
Trends in volume, terms and nature of the loan portfolio

 
•
Effects of any changes in risk selection and underwriting standards and any other changes in lending and recovery policies, procedures and practices

 
•
Changes in the quality of the Bank’s loan review system

 
•
Experience, ability and depth of lending management and other relevant staff

 
•
National, state, regional and local economic trends and business conditions

 
■
General economic conditions

 
■
Unemployment rates

 
■
Inflation / CPI

 
■
Changes in values of underlying collateral for collateral-dependent loans

 
•
Industry conditions including the effects of external factors such as competition, legal, and regulatory requirements on the level of estimated credit losses.

 
•
Existence and effect of any credit concentrations, and changes in the level of such concentrations

 
•
Any change in the level of board oversight

38
See also “Note 5 – Loans and Related Allowance for Loan Losses” to the consolidated financial statements.
 
As a result of previous loss experiences and other risk factors utilized in determining the allowance, the Bank’s allocation of the allowance does not directly correspond to the actual balances of the loan portfolio. While commercial and agricultural real estate loans total 69.0% of the loan portfolio at December 31 2022, 79.3% of the allowance is assigned to these portions of the loan portfolio as these loans have more inherent risks than residential real estate or loans to state and political subdivisions. Residential real estate loans comprise 12.2% of the loan portfolio as of December 31, 2022 and 5.7% of the allowance is assigned to this segment as generally there are less inherent risks then commercial and agricultural loans.
 
The following table is a summary of our non-performing assets for the years ended December 31, 2022 and 2021. All non-accruing troubled debt restructurings (TDRs) are also included the non-accruing loans totals.
 
   
2022
    
2021
  
Non-performing assets:
            
Non-accruing loans
  
$
6,938
    
$
7,616
  
Accrual loans - 90 days or more past due
    
7
      
46
  
Total non-performing loans
  
$
6,945
    
$
7,662
  
Foreclosed assets held for sale
    
543
      
1,180
  
Total non-performing assets
  
$
7,488
    
$
8,842
  
                 
Troubled debt restructurings (TDR)
                
Non-accruing TDRs
  
$
3,333
    
$
4,295
  
Accrual TDRs
    
4,358
      
6,810
  
Total troubled debt restructurings
  
$
7,691
    
$
11,105
  
 
The following table identifies amounts of loans contractually past due 30 to 90 days and non-performing loans by loan category, as well as the change from December 31, 2021 to December 31, 2022 in non-performing loans (in thousands).  Non-performing loans include those accruing loans that are contractually past due 90 days or more and non-accrual loans.  Interest does not accrue on non-accrual loans.  Subsequent cash payments received are applied to the outstanding principal balance or recorded as interest income, depending upon management's assessment of its ultimate ability to collect principal and interest.
 
   
December 31, 2022
    
December 31, 2021
  
         
Non-Performing Loans
          
Non-Performing Loans
  
   
30 - 89 Days
Past Due
    
90 Days Past
Due Accruing
    
Non-
accrual
    
Total Non-
Performing
    
30 - 89 Days
Past Due
    
90 Days Past
Due Accruing
    
Non-
accrual
    
Total Non-
Performing
  
Real estate:
                                                
Residential
  
$
469
    
$
-
    
$
591
    
$
591
    
$
492
    
$
46
    
$
595
    
$
641
  
Commercial
    
1,018
      
-
      
2,778
      
2,778
      
243
      
-
      
2,945
      
2,945
  
Agricultural
    
-
      
-
      
3,222
      
3,222
      
31
      
-
      
3,133
      
3,133
  
Construction
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
  
Consumer
    
147
      
7
      
-
      
7
      
163
      
-
      
-
      
-
  
Other commercial loans
    
1,695
      
-
      
62
      
62
      
28
      
-
      
140
      
140
  
Other agricultural loans
    
-
      
-
      
285
      
285
      
10
      
-
      
803
      
803
  
Total nonperforming loans
  
$
3,329
    
$
7
    
$
6,938
    
$
6,945
    
$
967
    
$
46
    
$
7,616
    
$
7,662
  

   
Change in Non-Performing Loans
  
        2022 / 2021  
   
Amount
    
%
  
Real estate:
              
Residential
  
$
(17
)
    
(2.8
)
Commercial
    
(200
)
    
(6.7
)
Agricultural
    
89
      
2.8
  
Construction
    
-
      
-
  
Consumer
    
7
    
NA
  
Other commercial loans
    
(78
)
    
(55.7
)
Other agricultural loans
    
(518
)
    
(64.5
)
Total nonperforming loans
  
$
(717
)
    
(9.4
)

39
The Company worked with customers directly affected by the COVID-19 pandemic. The Company offered assistance in accordance with regulator guidelines. As a result of the COVID-19 pandemic, the Company is engaging in more frequent communication with borrowers to better understand their situation and the challenges faced, allowing it to respond proactively as needs and issues arise. Should economic conditions worsen, the Company could experience increases in non-performing loans and further increases in its required allowance for loan losses and record additional provision expense. It is possible that the Company's asset quality measures could worsen at future measurement periods if the effects of the COVID-19 pandemic are prolonged.
 
For the year ended December 31, 2022, we recorded a provision for loan losses of $1,683,000 which compares to $1,550,000 for the same period in 2021, an increase of $133,000. The increase is primarily attributable to the organic loan growth that occurred during 2022  offset by the improved economic conditions in relation to the COVID-19 pandemic in 2022 compared to 2021. Non-performing loans decreased $717,000 from December 31, 2021 to December 31, 2022 with the decrease being primarily due to two customer relationships that made payments on the outstanding loans balances during 2022. At December 31, 2022, approximately 55.2% of the Bank’s non-performing loans are associated with the following three customer relationships:
 
 
•
A commercial loan relationship with $804,000 outstanding, and additional letters of credit of $1.2 million available, secured by undeveloped land, stone quarries and equipment, was on non-accrual status as of December 31, 2022. The Company services the natural gas industry, as well as local municipalities. As a result, the reduced exploration for natural gas in north central Pennsylvania has significantly impacted the cash flows of the customer, who provides excavation services and stone for pad construction related to these activities. During 2020, the Company had the underlying equipment collateral appraised and in the first quarter of 2022, the Company had the quarry appraised. The appraisals indicated a decrease in collateral values compared to the appraisal ordered for the loan origination, however, the loan was still considered well secured on a loan to value basis at December 31, 2022. In 2021 and 2022, the customer has liquidated some excess equipment and the funds have been utilized to pay down a portion of the loans. Management determined that no specific reserve was required as of December 31, 2022.

 
•
An agricultural loan customer with a total loan relationship of $1.9 million, secured by real estate, equipment and cattle, was on non-accrual status as of December 31, 2022. The customer declared bankruptcy during the fourth quarter of 2018 and developed a workout plan that was approved by the bankruptcy court in the fourth quarter of 2019 and resulted in monthly payments resuming in late 2019 that have continued through 2022. Included within these loans to this customer are $758,000 of loans which are subject to Farm Service Agency guarantees.  Absent a sizable and sustained increase in milk prices, which is not assured, we will need to rely upon the collateral for repayment of interest and principal. During 2020, the Company had the underlying collateral appraised. Management determined that no specific reserve was required as of December 31, 2022.

 
•
An agricultural loan customer with a total loan relationship of $1.2 million, secured by real estate was on non-accrual status as of December 31, 2022. The COVID-19 pandemic has escalated the cash flow difficulties this customer was experiencing. We expect that we will need to rely upon the collateral for repayment of interest and principal. Management reviewed the collateral and determined that no specific reserve was required as of December 31, 2022.
 
Management believes that the allowance for loan losses at December 31, 2022 was adequate at that date, which was based on the following factors:
 
 
•
Three loan relationships comprise 55.2% of the non-performing loan balance, which did not require any specific reserves as of December 31, 2022.

 
•
The Company has a history of low charge-offs, which were 0.03% and 0.00% of average loans for 2022 and 2021, respectively.

40
Bank Owned Life Insurance
 
The Company holds bank owned life insurance policies to offset current and future employee benefit costs. These policies provide the Bank with an asset that generates earnings to partially offset the current costs of benefits, and eventually (at the death of the insureds) provide partial recovery of cash outflows associated with the benefits.  As of December 31, 2022 and 2021, the cash surrender value of the life insurance was $39.4 million and $38.5 million, respectively. The change in cash surrender value, net of purchases and amounts acquired through acquisitions, is recognized in the results of operations.  The amounts recorded as non-interest income totaled $852,000, $1,828,000 and $695,000 in 2022, 20210 and 2020, respectively with the decrease due to the death benefits received in 2021 upon the  passing of two former employees. The Company evaluates annually the risks associated with the life insurance policies, including limits on the amount of coverage and an evaluation of the various carriers’ credit ratings.
 
Effective January 1, 2015, the Company restructured its agreements so that any death benefits received from a policy while the insured person is an active employee of the Bank will be split with the beneficiary of the policy.  Under the restructured agreements, the employee’s beneficiary will be entitled to receive 50% of the net amount at risk from the proceeds. The policies acquired as part of the acquisition of MidCoast are only for the benefit of the Bank. The net amount at risk is the total death benefit payable less the cash surrender value of the policy as of the date of death. The policies acquired as part of the acquisition of FNB, provide a fixed dollar benefit for the beneficiary’s’ estate, which is dependent on several factors including whether the covered individual was a Director of FNB or an employee of FNB and their salary level. As of December 31, 2022 and 2021, included in other liabilities on the Consolidated Balance sheet is a liability of $660,000 and $696,000, respectively, for the obligation under the split-dollar benefit agreements.

Fair Value of Derivative Instruments - asset

The Company holds derivative instruments to hedge interest rate risk and to offer customers longer term fixed rate loans through a program similar to a back to back swap, which results in both a derivative asset and liability on the Consolidated Balance Sheet. (See Note 17 for additional information). As of December 31, 2022 and 2021, the fair value for the derivatives instruments was $16.6 million and $4.0 million, respectively. The change in the fair value of financial instruments was due to the rise in market interest rates during 2022. The effective portion of changes in the fair value of the cash flow interest hate hedge derivative is initially reported in other comprehensive income (outside of earnings), net of tax, and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings.

Deferred Tax Asset

Deferred tax assets are computed based on the difference between the financial statement basis and income tax basis of assets and liabilities using the enacted marginal tax rates.  Deferred income tax expenses or benefits are based on the changes in the net deferred tax asset or liability from period to period. (See note 12 for additional information) As of December 31, 2022 and 2021, the balance for deferred tax assets was $12.9 million and $4.1 million, respectively. The change was due to the impact market interest rates had on the fair values of the Company’s available for sale investment portfolio and cashflow hedges for interest rate risk.

Other Assets
 
Other assets increased $11.1 million in 2022 to $25.8 million from $14.7 million in 2021. Due to increased borrowing levels with FHLB of Pittsburgh, regulatory stock increased $7.3 million during 2022. We entered into and extended several leases during the year, which resulted in the right of use asset for facilities increasing $1.7 million. As a result of the discount rates utilized for the pension plan, the pension asset increased $1.2 million. The balance in investments in low income housing projects increased $1.0 million due to investments made in three partnerships during 2022. Foreclosed properties were sold during 2022, which resulted in a decrease to other assets of $637,000.
 
41
 Deposits
 
The following table shows the breakdown of deposits by deposit type (dollars in thousands) at December 31:
 
   
2022
    
2021
    
2020
  
   
Amount
    
%
    
Amount
    
%
    
Amount
    
%
  
Non-interest-bearing deposits
  
$
396,261
      
21.5
    
$
358,073
      
19.5
    
$
303,762
      
19.1
  
NOW accounts
    
512,501
      
27.8
      
485,292
      
26.4
      
422,083
      
26.6
  
Savings deposits
    
321,917
      
17.5
      
313,048
      
17.0
      
255,853
      
16.1
  
Money market deposit accounts
    
335,838
      
18.2
      
350,122
      
19.1
      
225,968
      
14.2
  
Certificates of deposit
    
277,691
      
15.0
      
329,616
      
18.0
      
381,192
      
24.0
  
Total
  
$
1,844,208
      
100.0
    
$
1,836,151
      
100.0
    
$
1,588,858
      
100.0
  

   
2022/2021
Change
    
2021/2020
Change
  
   
Amount
    
%
    
Amount
    
%
  
Non-interest-bearing deposits
  
$
38,188
      
10.7
    
$
54,311
      
17.9
  
NOW accounts
    
27,209
      
5.6
      
63,209
      
15.0
  
Savings deposits
    
8,869
      
2.8
      
57,195
      
22.4
  
Money market deposit accounts
    
(14,284
)
    
(4.1
)
    
124,154
      
54.9
  
Certificates of deposit
    
(51,925
)
    
(15.8
)
    
(51,576
)
    
(13.5
)
Total
  
$
8,057
      
0.4
    
$
247,293
      
15.6
  

2022
 
Total deposits increased $8.1 million in 2022, or 0.4%. Deposit levels remained consistent during 2022 after significant growth in 2021 that was due to government stimulus funds in response to the COVID-19 pandemic. With the increase in market interest rates, customer are moving funds to obtain additional liquidity and higher rates. We continue to enhance our cash management services to improve our customer services. Brokered certificates of deposit increased $16.0 million as new brokered CDs were issued during 2022. As a percentage of total deposits, non-interest-bearing deposits totaled 21.5% as of the end of 2022, which compares to 19.5% at the end of 2021. The rates paid on certificates of deposit by the Company remain competitive with rates paid by our competition.
 
2021
 
Total deposits increased $247.3 million in 2021, or 15.6%. The driver of the increase was government stimulus funds in response to the COVID 19 pandemic, which included individuals, businesses and municipalities and all markets of Company. We continue to enhance our cash management services to improve our customer services and to grow deposits through our current customers. Brokered certificates of deposit decreased $23.8 million as maturing certificates were not replaced in 2021. As a percentage of total deposits, non-interest-bearing deposits totaled 19.5% as of the end of 2021, which compares to 19.1% at the end of 2020.
 
Remaining maturities of certificates of deposit in excess of FDIC insurance limits are as follows for December 31, 2022 (dollars in thousands):
 
3 months or less
  
$
6,166
  
Over 3 months through 6 months
    
7,602
  
Over 6 months through 12 months
    
18,275
  
Over 12 months
    
22,244
  
Total
  
$
54,287
  
As a percent of total certificates of deposit
      
19.55
%
 
Uninsured deposits as of December 31, 2022 and 2021, are estimated based on regulatory reporting requirements to be $732,173,000 and $742,304,000, respectively.
 
42
Deposits by type of depositor are as follows (dollars in thousands) at December 31:
 
   
2022
    
2021
    
2020
  
   
Amount
    
%
    
Amount
    
%
    
Amount
    
%
  
Individuals
  
$
921,404
      
50.0
    
$
938,331
      
51.1
    
$
865,041
      
54.4
  
Businesses and other organizations
    
586,531
      
31.8
      
534,402
      
29.1
      
467,159
      
29.4
  
State & political subdivisions
    
336,273
      
18.2
      
363,418
      
19.8
      
256,658
      
16.2
  
Total
  
$
1,844,208
      
100.0
    
$
1,836,151
      
100.0
    
$
1,588,858
      
100.0
  
 
Borrowed Funds
 
Borrowed funds increased $183.3 million during 2022 to fund loan growth during the year. Short term borrowings from the FHLB increased $187.1 million and totaled $212.1 million as of December 31, 2022 compared to $25.0 million as of December 31, 2021. Long term borrowings from the FHLB decreased $4.7 million and total $10.0 million. Term loans from the FHLB totaled $10.0 million and $14.7 million as of December 31, 2022 and 2021, respectively. The change in term loans was due to $4.7 million of term loans maturing during 2022. The Company did not issue any long term debt during 2022. In the fourth quarter of 2022, the Company entered into a line of credit with a Pennsylvania community bank for $20.0 million that is unused as of December 31, 2022. Management continually monitors interest rates in order to minimize interest rate risk in future years and as part of this may extend some of the short term borrowings via term notes. The Bank has five interest rate swap agreements outstanding to convert floating-rate debt to fixed rate debt on notional amounts of $15.0 million, $10.0 million and three agreements of $6.0 million. The $15.0 million and $10.0 million were originated on April 1, 2020 and expire on April 1, 2025 and April 1, 2027. The three $6.0 million agreements originated on May 14, 2020 with a two year forward start date and expire on May 14, 2027, 2029 and 2032 The Company has an interest rate swap agreement outstanding that was entered into on April 13, 2020, to convert floating-rate debt to fixed rate debt on a notional amount of $7.5 million. The interest rate swap agreement expires on June 17, 2027.  The interest rate swap instruments involve an agreement to receive a floating rate and pay a fixed rate, at specified intervals, calculated on the agreed-upon notional amounts. The differentials paid or received on interest rate swap agreements are recognized as adjustments to interest expense in the period. The fair value of the interest rate swaps at December 31, 2022 was $ 6,873,000 and is included within fair value of derivative instruments – asset on the consolidated balance sheets.
 
Fair Value of Derivative Instruments - liability

The Company holds derivative instruments to hedge interest rate risk and to offer customers longer term fixed rate loans through a program similar to a back to back swap, which results in both a derivative asset and liability on the Consolidated Balance Sheet. (See Note 17 for additional information). As of December 31, 2022 and 2021, the fair value for the derivatives instruments was $9.7 million and $2.1 million, respectively. The change in the fair value of financial instruments was due to rise in market interest rates during 2022. The effective portion of changes in the fair value of the cash flow interest hate hedge derivative is initially reported in other comprehensive income (outside of earnings), net of tax, and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings.

Other Liabilities
 
Other liabilities increased $2.4 million to $20.8 million during 2022. We entered into and extended several leases during the year, which resulted in the right of use asset for facilities increasing $1.7 million. Employee benefit accruals, including profit sharing increased $477,000.
 
Stockholders’ Equity
 
We evaluate stockholders’ equity in relation to total assets and the risk associated with those assets. The greater our capital resources, the greater the likelihood of meeting our cash obligations and absorbing unforeseen losses.  For these reasons, capital adequacy has been, and will continue to be, of paramount importance.  Due to its importance, we develop a capital plan and stress test capital levels using various techniques and assumptions annually to ensure that in the event of unforeseen circumstances, we would remain in compliance with our capital plan approved by the Board of Directors and regulatory requirement levels.
 
43
Our Board of Directors determines our cash dividend rate after considering our capital requirements, current and projected net income, and other factors. In 2022 and 2021, the Company paid out 26.11% and 25.36% of net income in cash dividends, respectively.
 
As of December 31, 2022, the total number of common shares outstanding was 3,971,209. For comparative purposes, outstanding shares for prior periods were adjusted for the June 2022 stock dividend in computing earnings and cash dividends per share as detailed in Note 1 of the consolidated financial statements. During 2022, we purchased 18,700 shares of treasury stock at a weighted average cost of $68.40 per share. The Company awarded 3,333 shares of restricted stock to employees at a weighted average cost per share of $68.69 under an equity incentive plan. The Board of Directors was awarded 1,800 shares at a cost of $67.53 per share under an incentive plan.
 
Stockholders’ equity decreased 5.8% in 2022 to $200.1 million.  Excluding accumulated other comprehensive income (loss), stockholders’ equity increased $20.6 million, or 9.7%., Net income for 2022 was $29.1 million, offset by net cash dividends of $7,588,000 and net treasury stock activity of $826,000. All of the Company’s debt investment securities are classified as available-for-sale, making this portion of the Company’s balance sheet more sensitive to the changing market value of investments. Accumulated other comprehensive loss decreased $32,986,000 from December 31, 2021, primarily as result of the decrease in the fair market value of the investment portfolio. Total stockholders’ equity was approximately 8.6% of total assets as of December 31, 2022, compared to 9.9% of total assets as of December 31, 2021.
 
LIQUIDITY
 
Liquidity is a measure of the Company’s ability to efficiently meet normal cash flow requirements of both borrowers and depositors. Liquidity is needed to meet depositors’ withdrawal demands, extend credit to meet borrowers’ needs, provide funds for normal operating expenses and cash dividends, and fund future capital expenditures.
 
To maintain proper liquidity, we use funds management policies along with our investment and asset liability policies to assure we can meet our financial obligations to depositors, credit customers and stockholders.  Management monitors liquidity by reviewing loan demand, investment opportunities, deposit pricing and the cost and availability of borrowing funds. Additionally, the bank has established various limits and ratios to monitor liquidity. On a quarterly basis, we stress test our liquidity position to ensure that the Bank has the capability of meeting its cash flow requirements in the event of unforeseen circumstances. The Company’s historical activity in this area can be seen in the Consolidated Statement of Cash Flows from investing and financing activities.
 
Cash generated by operating activities, investing activities and financing activities influences liquidity management. The most important source of funds is the deposits that are primarily core deposits (deposits from customers with other relationships). Short-term debt from the Federal Home Loan Bank supplements the Company’s availability of funds as well as a line of credit arrangement with a corresponding bank.  Other sources of short-term funds include brokered CDs and the sale of loans, if needed.
 
The Company’s use of funds is shown in the investing activity section of the Consolidated Statement of Cash Flows, where the net loan activity is detailed. Other significant uses of funds are capital expenditures, purchase of loans and acquisition premiums. Surplus funds are then invested in investment securities.
 
Capital expenditures, including software purchases in 2022 totaled $1,635,000, which included:
 
 
■
Branch facility, Ephrata, Pennsylvania totaling $1,011,000
 
■
Branch facility, Greenville, Delaware $73,000
 
■
Signage upgrades and rebranding purchases totaling $71,000
 
■
ATM upgrades totaling $40,000
 
■
Building security improvements totaling $78,000
 
■
Computers, servers and copier purchases $96,000
 
Capital expenditures, including software purchases in 2021 totaled $1,105,000, which included:
 
44
 
■
Operations building in Wellsboro, Pennsylvania totaling $753,000
 
■
Vehicle purchases totaling $82,000
 
■
ATM upgrades totaling $124,000
 
■
Building and ground improvements totaling $96,000
 
We expect these expenditures will support our initiatives and will create operating efficiencies, while providing quality customer service.
 
In addition to the Bank’s cash balances, the Bank achieves additional liquidity primarily from its investment in the FHLB of Pittsburgh and the resulting borrowing capacity obtained through this investment, investments that mature in less than one year and expected principal repayments from mortgage backed securities.  The Bank has a maximum borrowing capacity at the Federal Home Loan Bank of approximately $871.2 million, inclusive of any outstanding amounts, as a source of liquidity.  The Bank also has two federal funds line with third party providers in the total amount of $34.0 million as of December 31, 2022, which is unsecured and a borrower in custody agreement was established with the FRB in the amount of $1.0 million, which is collateralized by $1.4 million of municipal loans. The Company has a $20.0 million line of credit with a Pennsylvania community bank, which is unutilized as of December 31, 2022.
 
The Company is a separate legal entity from the Bank and must provide for its own liquidity.  In addition to its operating expenses, the Company is responsible for paying any dividends declared to its shareholders.  The Company also has repurchased shares of its common stock.  The Company’s primary source of income is dividends received from the Bank.  The Bank may not declare a dividend without approval of the FRB, unless the dividend to be declared by the Bank’s Board of Directors does not exceed the total of:  (i) the Bank’s net profits for the current year to date, plus (ii) its retained net profits for the preceding two current years, less any required transfers to surplus.  In addition, the Bank can only pay dividends to the extent that its retained net profits (including the portion transferred to surplus) exceed its bad debts.  The FRB, the OCC, the PDB and the FDIC have formal and informal policies which provide that insured banks and bank holding companies should generally pay dividends only out of current operating earnings, with some exceptions.  The Prompt Corrective Action Rules, described above, further limit the ability of banks to pay dividends, because banks which are not classified as well capitalized or adequately capitalized may not pay dividends and no dividend may be paid which would make the Bank undercapitalized after the dividend.  At December 31, 2022, the Company (unconsolidated basis) had liquid assets of $15.6 million.
 
CONTRACTUAL OBLIGATIONS

The Company has various financial obligations, including contractual obligations which may require cash payments. The following table (in thousands) presents as of December 31, 2022, significant fixed and determinable contractual obligations to third parties by payment date. Further discussion of the obligations can be found in Notes 9, 10 and 18 to the Consolidated Financial Statements.

Contractual Obligations
  
One year
or Less
    
One to
Three Years
    
Three to
Five Years
    
Over Five
Years
    
Total
  
Deposits without a stated maturity
  
$
1,566,517
    
$
-
    
$
-
    
$
-
    
$
1,566,517
  
Time deposits
    
153,926
      
82,643
      
35,356
      
5,766
      
277,691
  
FHLB Advances
    
169,110
      
-
      
-
      
-
      
169,110
  
Term borrowings - FHLB
    
43,000
      
10,000
      
-
      
-
      
53,000
  
Note Payable
    
-
      
-
      
-
      
7,500
      
7,500
  
Subordinated Debt
    
-
      
-
      
-
      
10,000
      
10,000
  
Repurchase agreements
    
17,776
      
-
      
-
      
-
      
17,776
  
Operating leases
    
847
      
1,466
      
1,277
      
2,354
      
5,944
  
Total
  
$
1,951,176
    
$
94,109
    
$
36,633
    
$
25,620
    
$
2,107,538
  
 
OFF-BALANCE SHEET ARRANGEMENTS
 
In the normal course of operations, we engage in a variety of financial transactions that, in accordance with generally accepted accounting principles are not recorded in our financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments, unused lines of credit and letters of credit. For information about our loan commitments, unused lines of credit and letters of credit, see Note 16 of the notes to consolidated financial statements.
 
45
For the year ended December 31, 2022, we did not engage in any off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.
 
INTEREST RATE AND MARKET RISK MANAGEMENT
 
The objective of interest rate sensitivity management is to maintain an appropriate balance between the stable growth of income and the risks associated with maximizing income through interest sensitivity imbalances and the market value risk of assets and liabilities.
 
Because of the nature of our operations, we are not subject to foreign currency exchange or commodity price risk and, since the Company has no trading portfolio, it is not subject to trading risk.
 
At December 31, 2022, the Company had equity securities that represent only 0.09% of our total assets, and therefore market risk related to equity securities is not significant.
 
The primary factors that make assets interest-sensitive include adjustable-rate features on loans and investments, loan repayments, investment maturities and money market investments. The primary components of interest-sensitive liabilities include maturing certificates of deposit, IRA certificates of deposit, repurchase agreements and short-term borrowings. Savings deposits, NOW accounts and money market investor accounts, with the exception of top interest tier money market and NOW accounts, are considered core deposits and are not short-term interest sensitive and therefore are included in the table below in the over five year column.  Top interest tier money market and NOW accounts are included in the table below in the within three month column. Borrowings subject to swap arrangements are included in the table below based on the swap arrangement maturity.
 
The following table shows the cumulative static gap (at amortized cost) for various time intervals (dollars in thousands):
 
Maturity or Re-pricing of Company Assets and Liabilities as of December 31, 2022
  
   
Within
Three
Months
    
Four to
Twelve
Months
    
One to
Two
Years
    
Two to
Three
Years
    
Three to
Five
Years
    
Over
Five
Years
    
Total
  
Interest-earning assets:
                                          
Interest-bearing deposits at banks
  
$
1,397
    
$
2,085
    
$
250
    
$
-
    
$
3,720
    
$
-
    
$
7,452
  
Investment securities
    
24,724
      
31,141
      
62,981
      
58,072
      
108,856
      
201,219
      
486,993
  
Residential mortgage loans
    
35,195
      
34,287
      
34,429
      
28,925
      
39,802
      
37,575
      
210,213
  
Construction loans
    
31,326
      
24,196
      
25,169
      
-
      
-
      
-
      
80,691
  
Commercial and farm loans
    
220,874
      
205,114
      
177,534
      
222,950
      
374,199
      
87,566
      
1,288,237
  
Loans to state & political subdivisions
    
7,628
      
3,900
      
5,059
      
4,831
      
14,404
      
23,386
      
59,208
  
Other loans
    
66,460
      
4,299
      
4,468
      
3,216
      
3,835
      
4,372
      
86,650
  
Total interest-earning assets
  
$
387,604
    
$
305,022
    
$
309,890
    
$
317,994
    
$
544,816
    
$
354,118
    
$
2,219,444
  
Interest-bearing liabilities:
                                                        
NOW accounts
  
$
338,542
    
$
-
    
$
-
    
$
-
    
$
-
    
$
173,959
    
$
512,501
  
Savings accounts
    
-
      
-
      
-
      
-
      
-
      
321,917
      
321,917
  
Money Market accounts
    
309,211
      
-
      
-
      
-
      
-
      
26,627
      
335,838
  
Certificates of deposit
    
43,299
      
110,627
      
50,951
      
31,692
      
35,356
      
5,766
      
277,691
  
Long-term borrowing
    
186,886
      
-
      
10,000
      
15,000
      
33,392
      
12,000
      
257,278
  
Total interest-bearing liabilities
  
$
877,938
    
$
110,627
    
$
60,951
    
$
46,692
    
$
68,748
    
$
540,269
    
$
1,705,225
  
Excess interest-earning
  assets (liabilities)
   $
(490,334
)
   $
194,395
     $
248,939
     $
271,302
     $
476,068
     $
(186,151
)
        
Cumulative interest-earning assets
  
$
387,604
    
$
692,626
    
$
1,002,516
    
$
1,320,510
    
$
1,865,326
    
$
2,219,444
          
Cumulative interest-bearing liabilities
    
877,938
      
988,565
      
1,049,516
      
1,096,208
      
1,164,956
      
1,705,225
          
Cumulative gap
  
$
(490,334
)
  
$
(295,939
)
  
$
(47,000
)
  
$
224,302
    
$
700,370
    
$
514,219
          
Cumulative interest rate
  sensitivity ratio (1)
    
0.44
      
0.70
      
0.96
      
1.20
      
1.60
      
1.30
          
 
The previous table and the simulation models discussed below are presented assuming money market investment accounts and NOW accounts in the top interest rate tier are re-priced within the first three months. The loan amounts reflect the principal balances expected to be re-priced as a result of contractual amortization and anticipated early payoffs.
 
46
Gap analysis, one of the methods used by us to analyze interest rate risk, does not necessarily show the precise impact of specific interest rate movements on the Bank’s net interest income because the re-pricing of certain assets and liabilities is discretionary and is subject to competition and other pressures. In addition, assets and liabilities within the same period may, in fact, be repaid at different times and at different rate levels. We have not experienced the kind of earnings volatility that might be indicated from gap analysis.
 
The Bank currently uses a computer simulation model to better measure the impact of interest rate changes on net interest income. We use the model as part of our risk management and asset liability management processes that we believe will effectively identify, measure, and monitor the Bank’s risk exposure.  In this analysis, the Bank examines the results of movements in interest rates with additional assumptions made concerning the timing of interest rate changes, prepayment speeds on mortgage loans and mortgage securities and deposit pricing movements.   Shock scenarios, which assume a parallel shift in interest rates and is instantaneous, typically have the greatest impact on net interest income. The following is a rate shock analysis and the impact on net interest income as of December 31, 2022 (dollars in thousands):
 
Changes in Rates
  
Prospective One-Year
Net Interest Income
    
Change In
Prospective
Net Interest Income
    
% Change In
Prospective
Net Interest Income
  
-400 Shock
  
$
75,244
    
$
(2,002
)
    
-2.59
%
-300 Shock
    
76,146
      
(1,100
)
    
-1.42
%
-200 Shock
    
77,035
      
(211
)
    
-0.27
%
-100 Shock
    
77,559
      
313
      
0.41
%
Base
    
77,246
      
-
      
-
  
+100 Shock
    
75,649
      
(1,597
)
    
-2.07
%
+200 Shock
    
73,838
      
(3,408
)
    
-4.41
%
+300 Shock
    
72,281
      
(4,965
)
    
-6.43
%
+400 Shock
    
70,704
      
(6,542
)
    
-8.47
%
 
The model makes estimates, at each level of interest rate change, regarding cash flows from principal repayments on loans and mortgage backed securities, call activity of other investment securities, and deposit selection, re-pricing and maturity structure.  Because of these assumptions, actual results could differ significantly from these estimates which would result in significant differences in the calculated projected change on net interest income. Additionally, the changes above do not necessarily represent the level of change under which management would undertake specific measures to realign its portfolio in order to reduce the projected level of change. The projections above utilize a static balance sheet and do not include any changes that may result from the growth of the Bank. Management has developed policy limits for acceptable changes in net interest income for multiple scenarios, including shock scenarios. As of December 31, 2022, changes in net interest income projected for all scenarios, including the shock scenarios noted above are in line with Bank policy limits for interest rate risk.
 
CRITICAL ACCOUNTING POLICIES; CRITICAL ACCOUNTING ESTIMATES
 
The Company’s accounting policies are integral to understanding the results reported.  The accounting policies are described in detail in Note 1 of the consolidated financial statements.  Our most complex accounting policies require management’s judgment to ascertain the valuation of assets, liabilities, commitments and contingencies.  We have established detailed policies and control procedures that are intended to ensure valuation methods are well controlled and applied consistently from period to period.   In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner.  The following is a brief description of our current accounting policies involving significant management valuation judgments and critical accounting estimates.
 
Other than Temporary Impairment
 
All securities are evaluated periodically to determine whether a decline in their value is other than temporary and is a matter of judgment.  For debt securities, management considers whether the present value of cash flows expected to be collected are less than the security’s amortized cost basis (the difference defined as the credit loss), the magnitude and duration of the decline, the reasons underlying the decline and the Company’s intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in fair value, to determine whether the loss in value is other than temporary. Once a decline in value is determined to be other than temporary, if the Company does not intend to sell the security, and it is more-likely-than-not that it will not be required to sell the security, before recovery of the security’s amortized cost basis, the charge to earnings is limited to the amount of credit loss. Any remaining difference between fair value and amortized cost (the difference defined as the non-credit portion) is recognized in other comprehensive income (loss), net of applicable taxes. Otherwise, the entire difference between fair value and amortized cost is charged to earnings.

47
Allowance for Loan Losses
 
Arriving at an adequate level of allowance for loan losses involves a high degree of judgment.  The Company’s allowance for loan losses provides for probable losses based upon evaluations of known and inherent risks in the loan portfolio.
 
Management uses historical information to assess the adequacy of the allowance for loan losses as well as the prevailing business environment; as it is affected by changing economic conditions and various external factors, which may impact the portfolio in ways currently unforeseen.  This evaluation is inherently subjective as it requires significant estimates that may be susceptible to significant change, subjecting the Bank to volatility of earnings.  The allowance is increased by provisions for loan losses and by recoveries of loans previously charged-off and reduced by loans charged-off.  For a full discussion of the Company’s methodology of assessing the adequacy of the allowance for loan losses, refer to Note 1 of the consolidated financial statements.
 
Goodwill and Other Intangible Assets
 
As discussed in Note 1 of the consolidated financial statements, the Company performs an evaluation of goodwill for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company performed a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Based on the fair value of the reporting unit, no impairment of goodwill was recognized in 2022, 2021 or 2020.
 
Pension Benefits

Pension costs and liabilities are dependent on assumptions used in calculating such amounts.  These assumptions include discount rates, benefits earned, interest costs, expected return on plan assets, mortality rates, and other factors.  In accordance with GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expense and the recorded obligation of future periods.  While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the Company’s pension obligations and future expense.  Our pension benefits are described further in Note 11 of the “Notes to Consolidated Financial Statements.”
 
Deferred Tax Assets
 
We use an estimate of future earnings to support our position that the benefit of our deferred tax assets will be realized. If future income should prove non-existent or less than the amount of the deferred tax assets within the tax years to which they may be applied, the asset may not be realized and our net income will be reduced. Management also evaluates deferred tax assets to determine if it is more likely than not that the deferred tax benefit will be utilized in future periods.  If not, a valuation allowance is recorded.  Our deferred tax assets are described further in Note 12 of the consolidated financial statements.
 
Business Combinations

Business combinations are accounted for by applying the acquisition method. As of acquisition date, the identifiable assets acquired and liabilities assumed are measured at fair value and recognized separately from goodwill. Results of operations of the acquired entities are included in the consolidated statement of income from the date of acquisition. The calculation of intangible assets including core deposits and the fair value of loans are based on significant judgements. Core deposits intangibles are calculated 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.

Loans acquired in connection with acquisitions are recorded at their acquisition-date fair value with no carryover of related allowance for credit losses. Any allowance for loan loss on these pools reflect only losses incurred after the acquisition (meaning the present value of all cash flows expected at acquisition that ultimately are not to be received). Determining the fair value of the acquired loans involves 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 considers 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.

48
ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

This information is included under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Interest Rate and Market Risk Management”, appearing in this Annual Report on Form 10-K.

49
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Citizens Financial Services, Inc.
Consolidated Balance Sheet
 
December 31,
  
(in thousands, except share data)
  
2022
    
2021
  
ASSETS:
            
Cash and cash equivalents:
            
Noninterest-bearing
  
$
24,814
    
$
14,051
  
Interest-bearing
    
1,397
      
158,782
  
Total cash and cash equivalents
    
26,211
      
172,833
  
Interest bearing time deposits with other banks
    
6,055
      
11,026
  
Equity securities
    
2,208
      
2,270
  
Available-for-sale securities
    
439,506
      
412,402
  
Loans held for sale
    
725
      
4,554
  
Loans (net of allowance for loan losses: 2022, $18,552; 2021, $17,304)
    
1,706,447
      
1,424,229
  
Premises and equipment
    
17,619
      
17,016
  
Accrued interest receivable
    
7,332
      
5,235
  
Goodwill
    
31,376
      
31,376
  
Bank owned life insurance
    
39,355
      
38,503
  
Other intangibles
    
1,272
      
1,627
  
Fair value of derivative instruments - asset
    16,599       4,011  
Deferred tax asset
    12,886       4,082  
Other assets
    
25,802
      
14,699
  
TOTAL ASSETS
  
$
2,333,393
    
$
2,143,863
  
LIABILITIES:
                
Deposits:
                
Noninterest-bearing
  
$
396,260
    
$
358,073
  
Interest-bearing
    
1,447,948
      
1,478,078
  
Total deposits
    
1,844,208
      
1,836,151
  
Borrowed funds
    
257,278
      
73,977
  
Accrued interest payable
    
1,232
      
711
  
Fair value of derivative instruments - liability
    9,726       2,101  
Other liabilities
    
20,802
      
18,431
  
TOTAL LIABILITIES
    
2,133,246
      
1,931,371
  
STOCKHOLDERS’ EQUITY:
                
Preferred Stock $1.00 par value; authorized 3,000,000 shares 2022 and 2021; none issued in 2022 or 2021
    
-
      
-
  
Common Stock $1.00 par value; authorized 25,000,000 shares 2022 and 2021; issued 4,427,687 and 4,388,901 shares in 2022 and 2021, respectively
    
4,428
       4,389  
Additional paid-in capital
    
80,911
      
78,395
  
Retained earnings
    
164,922
      
146,010
  
Accumulated other comprehensive income (loss)
     (33,141 )    
(155
)
Treasury stock, at cost:  456,478 and 444,481 shares for 2022 and 2021, respectively
     (16,973 )     (16,147 )
TOTAL STOCKHOLDERS’ EQUITY
    
200,147
      
212,492
  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  
$
2,333,393
    
$
2,143,863
  

See accompanying notes to consolidated financial statements.

50
Index
Citizens Financial Services, Inc.
Consolidated Statement of Income
Year Ended December 31,
(in thousands, except share and per share data)
  
2022
    
2021
    
2020
  
INTEREST AND DIVIDEND INCOME:
                  
Interest and fees on loans
  
$
74,265
    
$
66,371
    
$
63,538
  
Interest-bearing deposits with banks
    
400
      
447
      
401
  
Investment securities:
                        
Taxable
    
5,615
      
3,820
      
4,090
  
Nontaxable
    
2,454
      
2,201
      
1,869
  
Dividends
    
623
      
378
      
398
  
TOTAL INTEREST AND DIVIDEND INCOME
    
83,357
      
73,217
      
70,296
  
INTEREST EXPENSE:
                        
Deposits
    
7,316
      
5,837
      
6,851
  
Borrowed funds
    
3,907
      
1,268
      
1,254
  
TOTAL INTEREST EXPENSE
    
11,223
      
7,105
      
8,105
  
NET INTEREST INCOME
    
72,134
      
66,112
      
62,191
  
Provision for loan losses
    
1,683
      
1,550
      
2,400
  
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
    
70,451
      
64,562
      
59,791
  
NON-INTEREST INCOME:
                        
Service charges
    
5,346
      
4,755
      
4,221
  
Trust
    
803
      
865
      
803
  
Brokerage and insurance
    
1,895
      
1,625
      
1,297
  
Equity security gains (losses), net
    
(247
)
    
339
      
(41
)
Available for sale security gains (losses), net
    
(14
)
    
212
      
305
  
Gains on loans sold
    
258
      
1,283
      
2,168
  
Earnings on bank owned life insurance
    
852
      
1,828
      
695
  
Other
    
845
      
1,398
      
1,974
  
TOTAL NON-INTEREST INCOME
    
9,738
      
12,305
      
11,422
  
NON-INTEREST EXPENSES:
                        
Salaries and employee benefits
    
27,837
      
25,902
      
24,190
  
Occupancy
    
3,138
      
2,966
      
2,557
  
Furniture and equipment
    
565
      
519
      
757
  
Professional fees
    
1,891
      
1,526
      
1,517
  
Federal depository insurance
    
676
      
522
      
476
  
Pennsylvania shares tax
    
907
      
880
      
868
  
Amortization of intangibles
    
156
      
192
      
216
  
Merger and acquisition
    
-
      
-
      
2,179
  
ORE expenses
    
17
      
439
      
451
  
Software expenses
    
1,446
      
1,321
      
1,155
  
Other
    
8,061
      
7,283
      
6,481
  
TOTAL NON-INTEREST EXPENSES
    
44,694
      
41,550
      
40,847
  
Income before provision for income taxes
    
35,495
      
35,317
      
30,366
  
Provision for income taxes
    
6,435
      
6,199
      
5,263
  
NET INCOME
  
$
29,060
    
$
29,118
    
$
25,103
  
PER COMMON SHARE DATA:
                        
EARNINGS PER SHARE - BASIC
  
$
7.32
    
$
7.31
    
$
6.46
  
EARNINGS PER SHARE - DILUTED
  
$
7.32
    
$
7.31
    
$
6.46
  
CASH DIVIDENDS PER SHARE
  
$
1.90
    
$
1.84
    
$
1.88
  
                         
Number of shares used in computation - basic
    
3,969,722
      
3,984,085
      
3,883,027
  
Number of shares used in computation - diluted
    
3,969,722
      
3,984,085
      
3,884,868
  

See accompanying notes to consolidated financial statements.

51
Index
Citizens Financial Services, Inc.
Consolidated Statement of Changes in Comprehensive Income (Loss)
Year Ended December 31,
                   
(in thousands)
  
2022
    
2021
    
2020
  
Net Income
  
$
29,060
    
$
29,118
    
$
25,103
  
                         
Other Comprehensive income (loss)
                        
Securities available for sale
                        
Unrealized holding gain (loss) during the period
    
(47,885
)
    
(7,071
)
    
5,074
  
Income tax (benefit)
    
(10,056
)
    
(1,485
)
    
1,066
  
Subtotal
    
(37,829
)
    
(5,586
)
    
4,008
  
Reclassification adjustment for (gains) losses included in income
     14       (212 )     (305 )
Income tax (benefit)
    
3
      
(44
)
    
(65
)
Subtotal
    
11
      
(168
)
    
(240
)
                         
  Unrealized loss (gain) on interest rate swap
    
4,963
      
1,920
      
(11
)
Income tax (benefit)
    
1,043
      
402
      
(2
)
Other comprehensive (loss) gain on interest rate swap
    
3,920
      
1,518
      
(9
)
                         
Change in unrecognized pension costs
    
1,155
      
1,892
      
(688
)
Income tax (benefit)
    
243
      
398
      
(145
)
Other comprehensive gain (loss) gain on unrecognized pension costs
    
912
      
1,494
      
(543
)
                         
Net other comprehensive (loss) income
    
(32,986
)
    
(2,742
)
    
3,216
  
Comprehensive (loss) income
  
$
(3,926
)
  
$
26,376
    
$
28,319
  

See accompanying notes to consolidated financial statements.

52
Index
Citizens Financial Services, Inc.
Consolidated Statement of Changes in Stockholders’ Equity
 
Common Stock
    
Additional Paid-in
    
Retained
    
Accumulated
Other Comprehensive
    
Treasury
        
(in thousands, except share data)
  
Shares
    
Amount
    
Capital
    
Earnings
    
Income (Loss)
    
Stock
    
Total
  
Balance, December 31, 2019
     3,938,668     $ 3,939     $ 55,089     $ 110,800     $ (629 )   $ (14,425 )   $ 154,774  
Comprehensive income:
                                                        
Net income
                             25,103                       25,103  
    Net other comprehensive income
                                     3,216               3,216  
Stock dividend (1%)
     38,318       38       1,878       (1,916 )                     -  
Stock issued for acquisition
    373,356       373       18,854                               19,227  
Purchase of treasury stock (40,438 shares)
                                             (2,122 )     (2,122 )
Restricted stock, executive and Board of Director awards
                     (260 )                     408       148  
Restricted stock vesting
                     326                               326  
Sale of treasury stock
                    1                       125       126  
Forfeited restricted stock
                     19                       (19 )     -  
Cash dividend reinvestment paid from treasury stock
                    1       (821 )             820       -  
Cash dividends, $1.881 per share
                             (6,539 )                     (6,539 )
Balance, December 31, 2020
     4,350,342     $ 4,350     $ 75,908     $ 126,627     $ 2,587     $ (15,213 )   $ 194,259  
                                                         
Comprehensive income:
                                                       
Net income
                             29,118                       29,118  
Net other comprehensive income (loss)
                                     (2,742 )             (2,742 )
Stock dividend (1%)
     38,559       39       2,313       (2,352 )                     -  
Purchase of treasury stock (23,390 shares)
                                             (1,374 )     (1,374 )
Restricted stock, executive and Board of Director awards
                     (273 )                     444       171  
Restricted stock vesting
                     443                               443  
Forfeited restricted stock
                     4                       (4 )     -  
Cash dividends, $1.843 per share
                             (7,383 )                     (7,383 )
Balance, December 31, 2021
     4,388,901     $ 4,389     $ 78,395     $ 146,010     $ (155 )   $ (16,147 )   $ 212,492  
                                                         
Comprehensive loss:
                                                        
Net income
                             29,060                       29,060  
Net other comprehensive loss
                                     (32,986 )             (32,986 )
Stock dividend (1%)
     38,786       39       2,521       (2,560 )                     -  
Purchase of treasury stock (18,700 shares)
                                             (1,279 )     (1,279 )
Restricted stock, executive and Board of Director awards
                     (226 )                     370       144  
Restricted stock vesting
                     192                               192  
Sale of treasury stock
                     6                       106       112  
Forfeited restricted stock
                     23                       (23 )     -  
Cash dividends, $1.901 per share
                             (7,588 )                     (7,588 )
Balance, December 31, 2022
     4,427,687     $ 4,428     $ 80,911     $ 164,922     $ (33,141 )   $ (16,973 )   $ 200,147  

See accompanying notes to consolidated financial statements.

53
Index
Citizens Financial Services, Inc.
Consolidated Statement of Cash Flows
 
Year Ended December 31,
  
(in thousands)
  
2022
    
2021
    
2020
  
Cash Flows from Operating Activities:
                  
Net income
  
$
29,060
    
$
29,118
    
$
25,103
  
Adjustments to reconcile net income to net cash provided by operating activities:
                        
Provision for loan losses
    
1,683
      
1,550
      
2,400
  
Depreciation and amortization
    
1,033
      
1,113
      
1,138
  
Amortization and accretion of loans and other assets
     (1,950 )     (4,535 )     (3,960 )
Amortization and accretion on investment securities
    
1,889
      
2,215
      
1,155
  
Deferred income taxes
    
(36
)
    
689
      
367
  
Equity security (gains) losses, net
    
247
      
(339
)
    
41
  
Available for sale security (gains) losses, net
    
14
      
(212
)
    
(305
)
Earnings on bank owned life insurance
    
(852
)
    
(1,828
)
    
(695
)
Stock awards
    
336
      
614
      
473
  
Originations of loans held for sale
    
(10,024
)
    
(44,668
)
    
(88,024
)
Proceeds from sales of loans held for sale
    
14,004
      
55,621
      
75,809
  
Realized gains on loans sold
    
(258
)
    
(1,283
)
    
(2,168
)
(Increase) decrease in accrued interest receivable
    
(2,097
)
    
764
      
(857
)
Increase (decrease) in accrued interest payable
    
521
      
(306
)
    
(235
)
Other, net
    
(330
)
    
180
      
1,580
  
Net cash provided by operating activities
    
33,240
      
38,693
      
11,822
  
Cash Flows from Investing Activities:
                        
Available-for-sale securities:
                        
Proceeds from sales of available-for-sale securities
    
7,480
      
29,198
      
23,415
  
Proceeds from maturity and principal repayments of securities
    
33,554
      
55,520
      
70,008
  
Purchase of securities
    
(117,913
)
    
(211,218
)
    
(143,987
)
Purchase of equity securities
    
(218
)
    
-
      
(1,339
)
Proceeds from sale of equity securities
    
33
      
-
      
168
  
Proceeds from redemption of Regulatory Stock
    
7,770
      
4,989
      
9,454
  
Purchase of Regulatory Stock
    
(15,105
)
    
(3,688
)
    
(7,396
)
Net increase in loans
    
(281,389
)
    
(32,111
)
    
(63,440
)
Purchase of interest bearing time deposits
    
(3,720
)
    
-
      
(350
)
Proceeds from matured interest bearing time deposits with other banks
    
5,954
      
2,732
      
848
  
Proceeds from sale of interest bearing time deposits with other banks
    2,733       -       -  
Purchase of bank owned life insurance
     -       (7,800 )     -  
Purchase of premises, equipment and software
    
(1,634
)
    
(1,105
)
    
(942
)
Proceeds from life insurance
    
-
      
3,714
      
-
  
Investments in low income housing partnerships
    (1,123 )     -       -  
Proceeds from sale of foreclosed assets held for sale
    
1,126
      
1,537
      
1,805
  
Acquisition, net of cash paid
    
-
      
-
      
1,022
  
Net cash used in investing activities
    
(362,452
)
    
(158,232
)
    
(110,734
)
Cash Flows from Financing Activities:
                        
Net increase in deposits
    
8,057
      
247,293
      
168,914
  
Proceeds from long-term borrowings
    
-
      
9,869
      
20,000
  
Repayments of long-term borrowings
    
(4,725
)
    
(26,800
)
    
(15,000
)
Net increase (decrease) in short-term borrowed funds
    
188,013
      
2,060
      
(16,280
)
Purchase of treasury stock
    
(1,279
)
    
(1,374
)
    
(2,122
)
Sale of treasury stock to employee stock purchase plan
    
112
      
-
      
126
  
Dividends paid
    
(7,588
)
    
(7,383
)
    
(6,539
)
Net cash provided by financing activities
    
182,590
      
223,665
      
149,099
  
Net (decrease) increase in cash and cash equivalents
    
(146,622
)
    
104,126
      
50,187
  
Cash and Cash Equivalents at Beginning of Year
    
172,833
      
68,707
      
18,520
  
Cash and Cash Equivalents at End of Year
  
$
26,211
    
$
172,833
    
$
68,707
  
                         
Supplemental Disclosures of Cash Flow Information:
                        
Interest paid
  
$
10,703
    
$
7,411
    
$
8,175
  
Income taxes paid
  
$
6,600
    
$
5,500
    
$
4,750
  
Non-cash activities:
                        
Stock dividend
  
$
2,560
    
$
2,352
    
$
1,916
  
Real estate acquired in settlement of loans
  
$
61
    
$
906
    
$
281
  
Right of use asset and liability
  
$
2,403
    
$
1,636
    
$
636
  
                         
Acquisition of
                
Midcoast
Community
Bancorp Inc.
  
Non-cash assets acquired
                        
Available-for-sale securities
   $ -     $ -     $ -  
Interest bearing time deposits with other banks
     -       -       -  
Loans
    
-
       -       223,235  
Premises and equipment
    
-
       -       1,787  
Accrued interest receivable
    
-
       -       586  
Bank owned life insurance
    
-
       -       3,766  
Intangibles
    
-
       -       157  
Deferred tax asset
    
-
       -       3,402  
Other assets
    
-
       -       2,878  
Goodwill
    
-
       -       8,080  
     
-
       -       243,891  
Liabilities assumed
                        
Noninterest-bearing deposits
    
-
       -       38,694  
Interest-bearing deposits
    
-
       -       170,132  
Accrued interest payable
    
-
       -       164  
Borrowed funds
    
-
       -       15,497  
Other liabilities
    
-
       -       1,198  
     
-
       -       225,685  
Net non-cash liabilities acquired
    
-
       -       18,206  
Cash and cash equivalents acquired
  
$
-
     $ -     $ 8,637  

See accompanying notes to consolidated financial statements.

54
Index
CITIZENS FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and Organization


Citizens Financial Services, Inc. (individually and collectively, the “Company”) is headquartered in Mansfield, Pennsylvania, and provides a full range of banking and related services through its wholly owned subsidiary, CZFS Acquisition Company, LLC (CZFS), and its wholly owned subsidiary, First Citizens Community Bank (the “Bank”), and its wholly owned subsidiaries, First Citizens Insurance Agency, Inc. (“First Citizens Insurance”) and 1st Realty of PA, LLC (“Realty”). CZFS was formed in March 2020 as part of the merger with Midcoast Community Bancorp. Inc. (“MidCoast”). Realty was formed in March of 2019 to manage and sell properties acquired by the Bank in the settlement of a bankruptcy filing with a commercial customer.  On December 11, 2015, the Company completed its acquisition of The First National Bank of Fredericksburg (FNB).  On December 8, 2017, the Bank completed its acquisition of the S&T Bank branch in State College (State College). On April 17, 2020, the Company completed its acquisition of MidCoast. As of December 31, 2022, the Bank operates thirty two full-service banking branches in Potter, Tioga, Bradford, Clinton, Lebanon, Lancaster, Berks, Schuylkill, Centre and Chester counties, Pennsylvania, Allegany County, New York, and the cities of Wilmington and Dover, Delaware, and a limited branch office in Union county, Pennsylvania. The Bank also provides trust services, including the administration of trusts and estates, retirement plans, and other employee benefit plans, along with a brokerage division that provides a comprehensive menu of investment services. The Bank serves individual and corporate customers and is subject to competition from other financial institutions and intermediaries with respect to these services.  The Company and Bank are supervised by the Board of Governors of the Federal Reserve System, while the Bank is subject to additional regulation and supervision by the Pennsylvania Department of Banking.



On October 18, 2022, the Company and HV Bancorp, Inc. (“HVBC”), the holding company for Huntingdon Valley Bank (“HVB”),) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which HVBC will merge with and into the Company Concurrent with the merger, it is expected that HVB will merge with and into the Bank, with the Bank as the surviving institution.



Under the terms of the Merger Agreement, each outstanding share of HVBC common stock will be converted into either the right to receive $30.50 in cash or 0.40 shares of the Company’s common stock.  Not more than 20% of the outstanding shares of HVBC common stock (including for this purpose, dissenters’ shares) may be paid in cash and the remainder will be paid in the Company’s common stock.   In the event of a greater than 20% decline in market value of the Company’s common stock, HVBC may, in certain circumstances, be able to terminate the Merger Agreement unless the Company increases the number of shares into which HVBC common stock may be converted or increases in the cash component of the merger consideration.



The senior management of the Company and the Bank will be augmented by management team members from HVBC and HVB.



The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval by the shareholders of HVBC.  The merger is currently expected to be completed in the first half of 2023.



Each of the directors of HVBC have agreed to vote their shares in favor of the approval of the Merger Agreement at the shareholders’ meeting to be held to vote on the proposed transaction. If the merger is not consummated under certain circumstances, HVBC has agreed to pay the Company a termination fee of $2,800,000.


A summary of significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows:

Basis of Presentation


The financial statements are consolidated to include the accounts of the Company, and its subsidiary CZFS, and its subsidiary, First Citizens Community Bank, and its subsidiaries, First Citizens Insurance Agency, Inc. and 1st Realty of PA, LLC.  These statements have been prepared in accordance with U.S. generally accepted accounting principles.  All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements.

Use of Estimates


In preparing the financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the period.  Actual results could differ significantly from those estimates.  Material estimates that are particularly susceptible to significant change relate to determination of the allowance for loan losses, goodwill, derivatives, pension plans and deferred tax assets and liabilities.

Operating Segments


An operating segment is defined as a component of an enterprise that engages in business activities that generates revenue and incurs expense, and the operating results of which are reviewed by the chief operating decision maker in the determination of resource allocation and performance.  While the Company’s chief decision makers monitor the revenue streams of the various Company’s products, services and regions, operations are managed and financial performance is evaluated on a Company-wide basis.  Consistent with our internal reporting, the Company’s business activities are reported as one segment, which is community banking.

55
Index
Cash and Cash Equivalents


Cash equivalents include cash on hand, deposits in banks and interest-earning deposits.  Interest-earning deposits with original maturities of 90 days or less are considered cash equivalents.


Interest bearing time deposits with other banks are not included with cash and cash equivalents as the original maturities were greater than 90 days.

Investment Securities


Investment securities at the time of purchase are classified as one of the three following types:


Held-to-Maturity Securities - Includes securities that the Company has the positive intent and ability to hold to maturity. These securities are reported at amortized cost. The Company had no held-to-maturity securities as of December 31, 2022 and 2021.


Trading Securities - Includes debt and equity securities bought and held principally for the purpose of selling them in the near term. Such securities are reported at fair value with unrealized holding gains and losses included in earnings. The Company had no trading securities as of December 31, 2022 and 2021.


Available-for-Sale Securities – This category included debt securities not classified as held-to-maturity or trading securities that will be held for indefinite periods of time. These securities may be sold in response to changes in market interest or prepayment rates, needs for liquidity and changes in the availability of and yield of alternative investments.  Such securities are reported at fair value, with unrealized holding gains and losses excluded from earnings and reported as a separate component of stockholders’ equity, net of the estimated income tax effect.


The amortized cost of investment in debt securities is adjusted for amortization of premiums and accretion of discounts, computed by a method that results in a level yield. Gains and losses on the sale of investment securities are computed on the basis of specific identification of the adjusted cost of each security.


Debt securities are periodically reviewed for other-than-temporary impairment. Management considers whether the present value of future cash flows expected to be collected are less than the security’s amortized cost basis (the difference defined as the credit loss), the magnitude and duration of the decline, the reasons underlying the decline and the Company’s intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value, to determine whether the loss in value is other than temporary. Once a decline in value is determined to be other than temporary, if the Company does not intend to sell the security, and it is more-likely-than-not that it will not be required to sell the security, before recovery of the security’s amortized cost basis, the charge to earnings is limited to the amount of credit loss. Any remaining difference between fair value and amortized cost (the difference defined as the non-credit portion) is recognized in other comprehensive income, net of applicable taxes. Otherwise, the entire difference between fair value and amortized cost is charged to earnings.


The fair value of investments, except certain state and municipal securities, is based on bid prices published in financial newspapers or bid quotations received from securities dealers. The fair value of certain state and municipal securities is not readily available through market sources other than dealer quotations, so fair value is based on quoted market prices of similar instruments, adjusted for differences between the quoted instruments and the instruments being valued.

56
Index

Equity Securities – This category includes common stocks of public companies. Such securities are reported at fair value with unrealized holding gains and losses included in earnings. Dividends are recognized as income when earned.


Restricted Stock - Common stock of the Federal Reserve Bank, Federal Home Loan Bank of Pittsburgh (FHLB) and correspondent banks represent ownership in institutions which are wholly owned by other financial institutions. These restricted equity securities are accounted for at cost and are classified as other assets.

Loans Held for Sale


Certain newly originated fixed-rate residential mortgage loans are classified as held for sale, because it is management’s intent to sell these residential mortgage loans. The residential mortgage loans held for sale are carried at the lower of aggregate cost or fair value.

Loans


Interest on all loans is recognized on the accrual basis based upon the principal amount outstanding. The accrual of interest income on loans is discontinued when, in the opinion of management, doubt exists as to the ability to collect such interest. Payments received on non-accrual loans are applied to the outstanding principal balance or recorded as interest income, depending upon our assessment of our ultimate ability to collect principal and interest.  Loans are returned to the accrual status when factors indicating doubtful collectability cease to exist.


The Company recognizes nonrefundable loan origination fees, SBA fees and certain direct loan origination costs over the life of the related loan as an adjustment of loan yield using the interest method.

Allowance for Loan Losses


The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in the Company’s loan portfolio. The allowance method is used in providing for loan losses. Accordingly, all loan losses are charged to the allowance and all recoveries are credited to it. The allowance for loan losses is established through a provision for loan losses which is charged to operations. The provision is based upon management’s periodic evaluation of individual loans, the overall risk characteristics of the various portfolio segments, past experience with losses, the impact of economic conditions on borrowers, and other relevant factors. The estimates used in determining the adequacy of the allowance for loan losses are particularly susceptible to significant change in the near term.


Impaired loans are other commercial, other agricultural, municipal, agricultural real estate, commercial real estate loans and certain residential mortgages cross collateralized with commercial relationships for which it is probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan agreement. The Company individually evaluates such loans for impairment and does not aggregate loans by major risk classifications. The definition of “impaired loans” is not the same as the definition of “non-accrual loans,” although the two categories overlap. The Company may choose to place a loan on non-accrual status due to payment delinquency or uncertain collectability, while not classifying the loan as impaired if the loan is not a commercial, agricultural, municipal or commercial real estate loan. Factors considered by management in determining impairment include payment status and collateral value. The amount of impairment for these types of impaired loans is determined by the difference between the present value of the expected cash flows related to the loan, using the original interest rate, and its recorded value; or, as a practical expedient in the case of a collateral dependent loan, the difference between the fair value of the collateral and the recorded amount of the loans.

57
Index

Mortgage loans on one to four family properties and all consumer loans are large groups of smaller balance homogeneous loans and are measured for impairment collectively. Loans that experience insignificant payment delays, which is defined as 90 days or less, generally are not classified as impaired. Management determines the significance of payment delays 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 borrower’s prior payment record, and the amount of shortfall in relation to the principal and interest owed.


The Company allocates the allowance based on the factors described below, which conform to the Company’s loan classification policy. In reviewing risk within the loan portfolio, management has determined there to be several different risk categories within the loan portfolio. The allowance for loan losses consists of amounts applicable to: (i) residential real estate loans; (ii) commercial real estate (iii) agricultural real estate loans; (iv) construction; (v) consumer loans; (vi) other commercial loans (vii) other agricultural loans and (viii) state and political subdivision loans. Factors considered in this process include general loan terms, collateral, and availability of historical data to support the analysis. Historical loss percentages for each risk category are calculated and used as the basis for calculating allowance allocations. Certain qualitative factors are evaluated to determine additional inherent risks in the loan portfolio, which are not necessarily reflected in the historical loss percentages. These factors are then added to the historical allocation percentage to get the adjusted factor to be applied to non classified loans. The following qualitative factors are analyzed:

•
Level of and trends in delinquencies, impaired/classified loans
•
Change in volume and severity of past due loans
•
Volume of non-accrual loans
•
Volume and severity of classified, adversely or graded loans
•
Level of and trends in charge-offs and recoveries
•
Trends in volume, terms and nature of the loan portfolio
•
Effects of any changes in risk selection and underwriting standards and any other changes in lending and recovery policies, procedures and practices
•
Changes in the quality of the Bank’s loan review system
•
Experience, ability and depth of lending management and other relevant staff
•
National, state, regional and local economic trends and business conditions
•
General economic conditions
•
Unemployment rates
•
Inflation / CPI
•
Changes in values of underlying collateral for collateral-dependent loans
•
Industry conditions including the effects of external factors such as competition, legal, and regulatory requirements on the level of estimated credit losses.
•
Existence and effect of any credit concentrations, and changes in the level of such concentrations
•
Any change in the level of board oversight


The Company analyzes its loan portfolio each quarter to determine the appropriateness of its allowance for loan losses.

Loan Charge-off Policies


Consumer loans are generally fully or partially charged down to the fair value of collateral securing the asset when the loan is 180 days past due for open-end loans or 120 days past due for closed-end loans unless the loan is well secured and in the process of collection. All other loans are generally charged down to the net realizable value when the loan is 90 days past due.

Troubled Debt Restructurings


In situations where, for economic or legal reasons related to a borrower’s financial difficulties, management may grant a concession for other than an insignificant period of time to the borrower that would not otherwise be considered, the related loan is classified as a Troubled Debt Restructuring (TDR). Management strives to identify borrowers in financial difficulty early and work with them to modify more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. In cases where borrowers are granted new terms that provide for a reduction of either interest or principal, management measures any impairment on the restructuring as noted above for impaired loans. In addition to the allowance for the pooled portfolios, management has developed a separate allowance for loans that are identified as impaired through a TDR. TDRs are excluded from pooled loss forecasts and a separate reserve is provided under the accounting guidance for loan impairment.

58
Index
Purchased Credit Impaired Loans


The Company purchased loans in connection with its acquisitions of FNB in 2015, the State College branch in 2017 and MidCoast in 2020, some of which showed evidence of credit deterioration as of the acquisition since origination. These purchased credit impaired (“PCI”) loans were recorded at the amount paid, such that there is no carryover of the seller’s allowance for loan losses. After acquisition, losses are recognized by an increase in the allowance for loan losses. Over the life of the loan, expected cash flows continue to be estimated. If this subsequent estimate indicated that the present value of expected cash flows is less than the carrying amount, a charge to the allowance for loan loss is made through a provision. If the estimate indicates that the present value of the expected cash flows is greater than the carrying amount, it is recognized as part of future interest income.


Such PCI loans are accounted for individually, and the Company estimates the amount and timing of expected cash flows for each loan. The expected cash flows in excess of the amount paid is recorded as interest income over the remaining life of the loan (accretable yield). The excess of the loan’s contractual principal and interest over expected cash flows is not amortized over the remaining life of the loan (nonaccretable difference).


For loans purchased that did not show evidence of credit deterioration, the difference between the fair value of the loan at the acquisition date and the loan’s face value is being amortized as a yield adjustment over the estimated remaining life of the loan using the effective interest method.

Foreclosed Assets Held For Sale


Foreclosed assets acquired in settlement of loans are carried at fair value, less estimated costs to sell. Prior to foreclosure, as the value of the underlying loan is written down to fair market value of the real estate or other assets to be acquired by a charge to the allowance for loan losses, if necessary. Any subsequent write-downs are charged against operating expenses. Operating expenses of such properties, net of related income and losses on disposition, are included in other expenses and gains and losses are included in other non-interest income or other non-interest expense.

Premises and Equipment


Land is carried at cost. Premises and equipment are stated at cost, less accumulated depreciation. Depreciation expense is computed on straight line and accelerated methods over the estimated useful lives of the assets, which range from 3 to 15 years for furniture, fixtures and equipment and 5 to 40 years for building premises. Repair and maintenance expenditures which extend the useful life of an asset are capitalized and other repair expenditures are expensed as incurred.


When premises or equipment are retired or sold, the remaining cost and accumulated depreciation are removed from the accounts and any gain or loss is credited to income or charged to expense, respectively.

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The Company has operating leases for several branch locations. Generally, the underlying lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company may also lease certain office equipment under operating leases. Many of our leases include both lease (e.g., minimum rent payments) and non-lease components (e.g., common-area or other maintenance costs). The Company accounts for each component separately based on the standalone price of each component. In addition, there are several operating leases with lease terms of less than one year and therefore, we have elected the practical expedient to exclude these short-term leases from our right of use (ROU) assets and lease liabilities.


Most leases include one or more options to renew. The exercise of lease renewal options is typically at the sole discretion of management and is based on whether the extension options are reasonably certain to be exercised after giving proper consideration to all facts and circumstances of the lease. If management determines that the Company is reasonably certain to exercise the extension option(s), the additional term is included in the calculation of the lease liability.


As most of our leases do not provide an implicit rate, we use the fully collateralized FHLB borrowing rate, commensurate with the lease terms based on the information available at the lease commencement date in determining the present value of the lease payments

Intangible Assets


Intangible assets, other than goodwill, include core deposit intangibles and mortgage servicing rights (MSRs). Core deposit intangibles are a measure of the value of consumer demand and savings deposits acquired in business combinations accounted for as purchases. The core deposit intangibles are being amortized over 10 years using the sum-of-the-years digits method of amortization, while the covenant not to compete was amortized over four years on a straight line basis.


MSRs arise from the Company originating certain loans for the express purpose of selling such loans in the secondary market.  The Company maintains all servicing rights for these loans.  The loans held for sale are carried at lower of cost or market.  Originated MSRs are recorded by allocating total costs incurred between the loan and servicing rights based on their relative fair values.  MSRs are amortized in proportion to the estimated servicing income over the estimated life of the servicing portfolio and measured annually for impairment.


The recoverability of the carrying value of intangible assets is evaluated on an ongoing basis, and permanent declines in value, if any, are charged to expense.


Goodwill


The Company utilizes a two-step process for testing the impairment of goodwill on at least an annual basis.  This approach could cause more volatility in the Company’s reported net income because impairment losses, if any, could occur irregularly and in varying amounts.  The Company may also perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Based on the fair value of the reporting unit, no impairment of goodwill was recognized in 2022, 2021 or 2020.

Bank Owned Life Insurance


The Company has purchased life insurance policies on certain employees. Any death benefits received from a policy while the insured person is an active employee of the Bank will be split with the beneficiary of the policy.  Under these agreements, the Bank receives the cash surrender value of the policy plus 50% of the benefit in excess of the cash surrender value and the remaining amount of the payout will be given to the beneficiary named by the insured person in the policy. The Company is the sole beneficiary of any death benefits received from non-active insured persons. Additionally, as a result of the MidCoast acquisition, the Company acquired life insurance policies on former MidCoast employees. The Company is owner and sole beneficiary of these policies. The Company acquired life insurance policies on former FNB employees and directors, as part of the acquisition of FNB. The policies obtained as part of the acquisition provide a fixed dollar benefit to the former employee or director beneficiaries, whether or not the insured person is affiliated with the Company at the time of his or her death. Bank owned life insurance is recorded at its cash surrender value, or the amount that can be realized.  Increases in the cash surrender value are recognized as other non-interest income.  The obligation of $660,000 and $696,000 under split-dollar benefit agreements to former employees and directors or their beneficiaries have been recognized as liabilities on the consolidated balance sheet at December 31, 2022 and 2021. The (benefit)/expenses associated with the split dollar benefit were ($36,000), $9,000 and $3,000 for 2022, 2021 and 2020, respectively.

60
Index
Income Taxes


The Company and the Bank file a consolidated federal income tax return.  Deferred tax assets and liabilities are computed based on the difference between the financial statement basis and income tax basis of assets and liabilities using the enacted marginal tax rates.  Deferred income tax expenses or benefits are based on the changes in the net deferred tax asset or liability from period to period.

Derivatives


Derivative financial instruments are recognized as assets or liabilities at fair value. The Company has interest rate swap agreements which are used as part of its asset liability management to help manage interest rate risk. The Company does not use derivatives for trading purposes.


At the inception of a derivative contract, the Company designates the derivative as one of three types based on the purpose of the contract and belief as to its effectiveness as a hedge. These three types are (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (“fair value hedge”), (2) a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”), or (3) an instrument with no hedging designation (“stand-alone derivative”). For a fair value hedge, the gain or loss on the derivative, as well as the offsetting loss or gain on the hedged item, are recognized in current earnings as fair values change. For a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income and is reclassified into earnings in the same periods during which the hedged transaction affects earnings. For both types of hedges, changes in the fair value of derivatives that are not highly effective in hedging the changes in fair value or expected cash flows of the hedged item are recognized immediately in current earnings. Changes in the fair value of derivatives that do not qualify for hedge accounting are reported currently in earnings, as non-interest income.


Net cash settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on the item being hedged. Net cash settlements on derivatives that do not qualify for hedge accounting are reported in non-interest income. Cash flows on hedges are classified in the cash flow statement the same as the cash flows of the items being hedged.


The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions, at the inception of the hedging relationship. This documentation includes linking fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in fair values or cash flows of the hedged items. The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the fair value or cash flows of the hedged item, the derivative is settled or terminates, a hedged forecasted transaction is no longer probable, a hedged firm commitment is no longer firm, or treatment of the derivative as a hedge is no longer appropriate or intended.

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When hedge accounting is discontinued, subsequent changes in fair value of the derivative are recorded as non-interest income. When a fair value hedge is discontinued, the hedged asset or liability is no longer adjusted for changes in fair value and the existing basis adjustment is amortized or accreted over the remaining life of the asset or liability. When a cash flow hedge is discontinued but the hedged cash flows or forecasted transactions are still expected to occur, gains or losses that were accumulated in other comprehensive income are amortized into earnings over the same periods which the hedged transactions will affect earnings.

Employee Benefit Plans


The Company has noncontributory defined benefit pension plan covering employees hired before January 1, 2007. It is the Company’s policy to fund pension costs on a current basis to the extent deductible under existing tax regulations. Such contributions are intended to provide not only for benefits attributed to service to date, but also for those expected to be earned in the future.


The Company has a defined contribution, 401(k) plan covering eligible employees. The employee may also contribute to the plan on a voluntary basis, up to a maximum percentage allowable not to exceed the limits of Code Sections 401(k). Under the plan, the Company also makes contributions on behalf of eligible employees, which vest immediately. For employees hired after January 1, 2007, in lieu of the pension plan, an additional annual discretionary 401(k) plan contribution is made and is equal to a percentage of an employee’s base compensation.


The Company also has a profit-sharing plan for employees which provide tax-deferred salary savings to plan participants.  The Company has a deferred compensation plan for directors who have elected to defer all or portions of their fees until their retirement or termination from service.


The Company has a restricted stock plan which covers eligible employees and non-employee corporate directors.  Under the plan, awards are granted based upon performance related requirements and are subject to certain vesting criteria.  Compensation cost related to restricted stock is recognized based on the market price of the stock at the grant date over the vesting period.


The Company has an employee stock purchase plan that allows employees to withhold money from their paychecks, which is then utilized to purchase shares of the Company’s stock on either the open market or through treasury stock, if shares are unavailable on the open market.


The Company maintains a non-qualified supplemental executive retirement plan (“SERP”) for certain executives to compensate those executive participants in the Company’s noncontributory defined benefit pension plan whose benefits are limited by compensation limitations under current tax law.  The SERP is considered an unfunded plan for tax and ERISA purposes and all obligations arising under the SERP are payable from the general assets of the Company.  Expenses under the SERP are recognized as earned over the expected years of service.


The Company maintains a non-tax qualified executive deferred compensation plan (“Deferred Compensation Plan”) for eligible employees designated by the board of directors.  Each of the named executive officers are eligible to participate in the Deferred Compensation Plan. The Deferred Compensation Plan is considered an unfunded plan for tax and ERISA purposes and all obligations arising under the Deferred Compensation Plan are payable from the general assets of the Company.  Expenses under the Deferred Compensation Plan are recognized as earned over the expected years of service.

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Advertising Costs


Advertising and promotion costs are generally expensed as incurred and amounted to $970,000, $838,000 and $716,000 for the years ended December 31, 2022, 2021 and 2020, respectively.

Comprehensive Income (Loss)


The Company is required to present comprehensive income in a full set of general purpose financial statements for all periods presented. Other comprehensive income (loss) is comprised of unrealized holding gains (losses) on the available-for-sale securities portfolio, unrealized gains (losses) on interest rate swaps and unrecognized pension costs.

Recent Accounting Pronouncements – Not yet effective


In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This standard, along with several other subsequent codification updates, replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses that are expected to occur over the remaining life of a financial asset and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The new current expected credit losses model (“CECL”) will apply to the allowance for loan losses, available-for-sale and held-to-maturity debt securities, purchased financial assets with credit deterioration and certain off-balance sheet credit exposures.


Management has completed its implementation plan, segmentation and testing, and model validation. The implementation plan included drafting of additional controls and policies to govern data uploads to its third-party vendor, balancing and reconciling, testing and auditing of inputs, and review and decision-making surrounding segmentation, methodologies, qualitative factor adjustments, and reasonable and supportable forecasts and reversion techniques. Parallel runs were processed during 2022 and the results were consistent with management’s expectations. The implementation plan is currently going through the Company’s control structure and internal control testing is being performed.


As a result of adopting this standard, the Company expects the decrease in its allowance effective January 1, 2023, will result in a combined 10.0 percent to 15.0 percent decrease in our allowance for loan losses and our reserves for unfunded commitments. These estimates are subject to further refinements based on ongoing evaluations of our model, methodologies, and judgments, as well as prevailing economic conditions and forecasts as of the adoption date.  The adoption of ASU 2016-13 is not expected to have a significant impact on our regulatory capital ratios.


At adoption, the Company did not have any securities classified as HTM debt securities. No allowance was recorded related to AFS debt securities at the date of adoption, January 1, 2023.


In January 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, March 2020, to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls “reference rate reform” if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Also, entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain criteria are met, and can make a one-time election to sell and/or reclassify held-to-maturity debt securities that reference an interest rate affected by reference rate reform. The amendments in this ASU are effective for all entities upon issuance through December 31, 2022. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extends the sunset (or expiration) date of Accounting Standards Codification (ASC) Topic 848 to December 31, 2024. This gives reporting entities two additional years to apply the accounting relief provided under ASC Topic 848 for matters related to reference rate reform. ASU 2022-06 is effective for all reporting entities immediately upon issuance and must be applied on a prospective basis. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.


In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which provides optional temporary guidance for entities transitioning away from the London Interbank Offered Rate (LIBOR) and other interbank offered rates (IBORs) to new references rates so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions within Topic 848.   ASU 2021-01 clarifies that the derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848.  ASU 2021-01 is effective immediately for all entities. Entities may elect to apply the amendments on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date that financial statements are available to be issued. The amendments in this update do not apply to contract modifications made, as well as new hedging relationships entered into, after December 31, 2022, and to existing hedging relationships evaluated for effectiveness for periods after December 31, 2022, except for certain hedging relationships existing as of December 31, 2022, that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship.


 In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (ASC 815): Fair Value Hedging - Portfolio Layer Method. ASC 815 currently permits only prepayable financial assets and one or more beneficial interests secured by a portfolio of prepayable financial instruments to be included in a last-of-layer closed portfolio. The amendments in this Update allow non-prepayable financial assets to also be included in a closed portfolio hedged using the portfolio layer method. That expanded scope permits an entity to apply the same portfolio hedging method to both prepayable and non-prepayable financial assets, thereby allowing consistent accounting for similar hedges. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial position or results of operations.


In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820) – Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.”  This amendment clarifies the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security.  It also introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments are effective for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. Early adoption is permitted. The amendments will be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. The Company is currently evaluating the effect that ASU 2022-03 may have on its consolidated financial statements.


Other accounting standards that have been issued by the FASB or other standards-setting bodies are not currently expected to have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

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Treasury Stock


The purchase of the Company’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.

Cash Flows


The Company utilizes the net reporting of cash receipts and cash payments for deposit, short-term borrowing and lending activities.

Trust, Brokerage and Insurance Assets and Income


Assets held by the Company in a fiduciary or agency capacity for its customers are not included in the consolidated financial statements since such assets are not assets of the Company.  The majority of trust revenue is earned and collected monthly, with the amount determined based on a percentage of the fair value of the trust assets under management. Trust fees are contractually agreed with each customer, and fee levels vary based mainly on the size of assets under management. None of the contracts with trust customers provide for incentive-based fees. In addition, trust revenue includes fees for provision of services, including employee benefit plan administration, tax return preparation and estate planning and settlement. Fees for such services are billed based on contractual arrangements or established fee schedules and are typically billed upon completion of providing such services.  Brokerage and insurance commissions from the sales of investments and insurance products recognized on a trade date basis as the performance obligation is satisfied at the point in time in which the trade is processed. Additional fees are based on a percentage of the market value of customer accounts and billed on a monthly or quarterly basis. The Company’s performance obligation under the contracts with certain customers is generally satisfied through the passage of time as the Company monitors and manages the assets in the customer’s portfolio and is not dependent on certain return or performance level of the customer’s portfolio. Other performance obligations (such as the delivery of account statements to customers) are generally considered immaterial to the overall transaction price. 

Earnings Per Share


The following table sets forth the computation of earnings per share.  Earnings per share calculations give retroactive effect to stock dividends declared by the Company.

 
2022
    
2021
    
2020
  
Basic earnings per share computation:
                  
Net income applicable to common stock
  
$
29,060,000
    
$
29,118,000
    
$
25,103,000
  
Weighted average common shares outstanding
    
3,969,722
      
3,984,085
      
3,883,027
  
Earnings per share - basic
  
$
7.32
    
$
7.31
    
$
6.46
  
                         
Diluted earnings per share computation:
                        
Net income applicable to common stock
  
$
29,060,000
    
$
29,118,000
    
$
25,103,000
  
                         
Weighted average common shares outstanding for basic earnings per share
    
3,969,722
      
3,984,085
      
3,883,027
  
Add: Dilutive effects of restricted stock
    
-
      
-
      
1,841
  
Weighted average common shares outstanding for dilutive earnings per share
    
3,969,722
      
3,984,085
      
3,884,868
  
Earnings per share - dilutive
  
$
7.32
    
$
7.31
    
$
6.46
  



Nonvested shares of restricted stock totaling 5,458, 5,494 and 4,302 were outstanding during 2022, 2021 and 2020 respectively, but were not included in the computation of diluted earnings per common share because to do so would be anti-dilutive. These anti-dilutive shares had per share prices ranging from $44.93-$74.27, $44.93-$63.19 and $58.37-$62.93 for 2022, 2021 and 2020, respectively.

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Reclassification


Certain of the prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications had no material effect on net income or stockholders’ equity.

2. REVENUE RECOGNITION


Under ASC Topic 606, management determined that the primary sources of revenue emanating from interest and dividend income on loans and investments along with noninterest revenue resulting from investment security gains, loan servicing, gains on loans sold and earnings on bank owned life insurances are not within the scope of this topic. The main types of noninterest income within the scope of the standard are as follows:

•
Service charges on deposit accounts – The Company has contracts with its deposit customers where fees are charged if certain parameters are not met. These agreements can be cancelled at any time by either the Company or the deposit customer. Revenue from these transactions is recognized on a monthly basis as the Company has an unconditional right to the fee consideration. The Company 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 of these fees are attributable to specific performance obligations of the Company where the revenue is recognized at a defined point in time upon the completion of the requested service/transaction.

•
Trust fees – Typical contracts for trust services are based on a fixed percentage of the assets earned ratably over a defined period and billed on a monthly basis. Fees charged to customers’ accounts are recognized as revenue over the period during which the Company fulfills its performance obligation under the contract (i.e., holding client asset in a managed fiduciary trust account). For these accounts, the performance obligation of the Company is typically satisfied by holding and managing the customer’s assets over time. Other fees related to specific customer requests are attributable to specific performance obligations of the Company where the revenue is recognized at a defined point in time, upon completion of the requested service/transaction.

•
Gains (losses) on sale of other real estate owned – Gains and losses are recognized at the completion of the property sale when the buyer obtains control of the real estate and all of the performance obligations of the Company have been satisfied. Evidence of the buyer obtaining control of the asset include transfer of the property title, physical possession of the asset, and the buyer obtaining control of the risks and rewards related to the asset. In situations where the Company agrees to provide financing to facilitate the sale, additional analysis is performed to ensure that the contract for sale identifies the buyer and seller, the asset to be transferred, payment terms, and that the contract has a true commercial substance and that collection of amounts due from the buyer are reasonable. In situations where financing terms are not reflective of current market terms, the transaction price is discounted impacting the gain/loss and the carrying value of the asset.

•
Brokerage and insurance – Fees include commissions from the sales of investments and insurance products recognized on a trade date basis as the performance obligation is satisfied at the point in time in which the trade is processed. Additional fees are based on a percentage of the market value of customer accounts and billed on a monthly or quarterly basis. The Company’s performance obligation under the contracts with certain customers is generally satisfied through the passage of time as the Company monitors and manages the assets in the customer’s portfolio and is not dependent on certain return or performance level of the customer’s portfolio. Fees for these services are billed monthly and are recorded as revenue at the end of the month for which the wealth management service has been performed. Other performance obligations (such as the delivery of account statements to customers) are generally considered immaterial to the overall transaction price.

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Index

The following table depicts the disaggregation of revenue derived from contracts with customers to depict the nature, amount, timing, and uncertainty of revenue and cash flows for the years ended December 31, 2022, 2021 and 2020 (in thousands). All revenue in the table below relates to goods and services transferred at a point in time.

Revenue stream
                  
Service charges on deposit accounts
  
2022
    
2021
    
2020
  
Overdraft fees
  
$
1,374
    
$
1,111
    
$
1,171
  
Statement fees
    
208
      
225
      
207
  
Interchange revenue
    
3,226
      
2,801
      
2,287
  
ATM income
    
229
      
388
      
323
  
Other service charges
    
309
      
230
      
233
  
Total Service Charges
    
5,346
      
4,755
      
4,221
  
Trust
    
803
      
865
      
803
  
Brokerage and insurance
    
1,895
      
1,625
      
1,297
  
Other
    
543
      
492
      
339
  
Total
  
$
8,587
    
$
7,737
    
$
6,660
  

3. RESTRICTIONS ON CASH AND DUE FROM BANKS


Effective March 26, 2020, the Federal Reserve reduced reserve requirements to zero for all depository institutions. There were no required federal reserves included in “Cash and due from banks” at December 31, 2022 or December 31, 2021. The required reserves are used to facilitate the implementation of monetary policy by the Federal Reserve System. The required reserves are computed by applying prescribed ratios to the classes of average deposit balances. These are held in the form of vault cash and a depository amount held with the Federal Reserve Bank. Federal law prohibits the Company from borrowing from the Bank unless the loans are secured by specific collateral.


Non-retirement account deposits with one financial institution are insured up to $250,000. At times, the Company maintains cash and cash equivalents with other financial institutions in excess of the insured amount.

4. INVESTMENT SECURITIES


The amortized cost, gross unrealized gains and losses, and fair value of investment securities at December 31, 2022 and 2021 were as follows (in thousands):

December 31, 2022
  
Amortized
Cost
    
Gross
Unrealized
Gains
    
Gross
Unrealized
Losses
    
Fair
Value
  
Available-for-sale securities:
                        
U.S. Agency securities
  
$
78,556
    
$
-
    
$
(7,879
)
  
$
70,677
  
U.S. Treasuries
    
162,236
      
-
      
(13,666
)
    
148,570
  
Obligations of state and political subdivisions
    
120,562
      
35
      
(10,297
)
    
110,300
  
Corporate obligations
    
10,335
      
-
      
(952
)
    
9,383
  
Mortgage-backed securities in government sponsored entities
    
115,304
      
15
      
(14,743
)
    
100,576
  
Total available-for-sale securities
  
$
486,993
    
$
50
    
$
(47,537
)
  
$
439,506
  

December 31, 2021
  
Amortized
Cost
    
Gross
Unrealized
Gains
    
Gross
Unrealized
Losses
    
Fair
Value
  
Available-for-sale securities:
                        
U.S. Agency securities
  
$
73,803
    
$
976
    
$
(834
)
  
$
73,945
  
U.S. Treasuries
    
116,743
      
63
      
(1,459
)
    
115,347
  
Obligations of state and political subdivisions
    
109,367
      
2,706
      
(52
)
    
112,021
  
Corporate obligations
    
10,378
      
39
      
(84
)
    
10,333
  
Mortgage-backed securities in government sponsored entities
    
101,727
      
597
      
(1,568
)
    
100,756
  
Total available-for-sale securities
  
$
412,018
    
$
4,381
    
$
(3,997
)
  
$
412,402
  

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Index

The following table shows the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time, that the individual securities have been in a continuous unrealized loss position, at December 31, 2022 and 2021 (in thousands). As of December 31, 2022, the Company owned 361 securities each of whose fair value was less than its cost basis.

 
Less than Twelve Months
    
Twelve Months or Greater
    
Total
  
 
2022
  
Fair
Value
    
Gross
Unrealized
Losses
    
Fair
Value
    
Gross
Unrealized
Losses
    
Fair
Value
    
Gross
Unrealized
Losses
  
U.S. agency securities
  
$
39,729
    
$
(1,892
)
  
$
30,948
    
$
(5,987
)
  
$
70,677
    
$
(7,879
)
U.S. Treasuries     32,673       (1,337 )     115,897       (12,329 )     148,570       (13,666 )
Obligations of states and political subdivisions
    
66,725
      
(4,887
)
    
35,782
      
(5,410
)
    
102,507
      
(10,297
)
Corporate obligations     2,165       (165 )     6,218       (787 )     8,383       (952 )
Mortgage-backed securities in government sponsored entities
    
40,270
      
(3,367
)
    
57,319
      
(11,376
)
    
97,589
      
(14,743
)
Total securities
  
$
181,562
    
$
(11,648
)
  
$
246,164
    
$
(35,889
)
  
$
427,726
    
$
(47,537
)

                                               
2021
                                                
U.S. agency securities
  
$
26,754
    
$
(387
)
  
$
7,542
    
$
(447
)
  
$
34,296
    
$
(834
)
U.S. Treasuries
     106,794       (1,459 )     -       -       106,794       (1,459 )
Obligations of states and political subdivisions
    
10,744
      
(26
)
    
2,899
      
(26
)
    
13,643
      
(52
)
Corporate obligations
     6,922       (84 )     -       -       6,922       (84 )
Mortgage-backed securities in government sponsored entities
    
60,182
      
(1,305
)
    
7,975
      
(263
)
    
68,157
      
(1,568
)
Total securities
  
$
211,396
    
$
(3,261
)
  
$
18,416
    
$
(736
)
  
$
229,812
    
$
(3,997
)



As of December 31, 2022, the Company’s investment securities portfolio contained unrealized losses on U.S. Treasuries, agency securities issued or backed by the full faith and credit of the United States government or are generally viewed as having the implied guarantee of the U.S. government, obligations of states and political subdivisions, corporate obligations and mortgage backed securities in government sponsored entities. For fixed maturity available for sale investments management considers whether the present value of cash flows expected to be collected are less than the security’s amortized cost basis (the difference defined as the credit loss), the magnitude and duration of the decline, the reasons underlying the decline and the Company’s intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value, to determine whether the loss in value is other than temporary. Once a decline in value is determined to be other than temporary, if the Company does not intend to sell the security, and it is more-likely-than-not that it will not be required to sell the security, before recovery of the security’s amortized cost basis, the charge to earnings is limited to the amount of credit loss. Any remaining difference between fair value and amortized cost (the difference defined as the non-credit portion) is recognized in other comprehensive income, net of applicable taxes. Otherwise, the entire difference between fair value and amortized cost is charged to earnings. As of December 31, 2022 and 2021, the Company had concluded that any impairment of its investment securities portfolio outlined in the above table is not other than temporary and is the result of interest rate changes, sector credit rating changes, or company-specific rating changes that are not expected to result in the non-collection of principal and interest during the period.


Proceeds from sales of securities available-for-sale during 2022, 2021 and 2020 were $7,480,000, $29,198,000 and $23,415,000, respectively. The gross losses realized during 2022 consisted of $14,000 from the sales of three agency securities. The gross gains realized during 2021 consisted of $177,000 and $125,000 from the sales of six treasury securities and three agency securities, respectively. The gross losses realized during 2021 consisted of $90,000 from the sale of one agency security. The gross gains realized during 2020 consisted of $344,000 from the sales of seventeen mortgage backed securities. The gross losses realized during 2020 consisted of $39,000 from the sale of two mortgage backed securities. Gross gains and gross losses were realized as follows on available for sale securities (in thousands):

 
2022
    
2021
    
2020
  
Gross gains
  
$
-
    
$
302
    
$
344
  
Gross losses
    
(14
)
    
(90
)
    
(39
)
Net (losses) gains
  
$
(14
)
  
$
212
    
$
305
  



The following table presents the net gains (losses) on the Company’s equity investments recognized in earnings during 2022, 2021 and 2020 and the portion of unrealized gains for the period that relates to equity investments held at December 31, 2022, 2021 and 2020 (in thousands):

Equity Securities
  
2022
    
2021
    
2020
  
Net (losses) gains on in equity securities held during the period
  
$
(251
)
  
$
339
    
$
(109
)
Less: Net gains realized on the sale of equity securities during the period
    
4
      
-
      
68
  
Net unrealized gains (losses) recognized in earnings
  
$
(247
)
  
$
339
    
$
(41
)

67
Index

Investment securities with an approximate carrying value of $311,766,000 and $295,028,000 at December 31, 2022 and 2021, respectively, were pledged to secure public funds and certain other deposits as provided by law and certain borrowing arrangements of the Company.


Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. The amortized cost and fair value of debt securities at December 31, 2022, by contractual maturity are shown below (in thousands). Municipal securities that have been refunded and will therefore pay-off on the call date are reflected in the table below utilizing the call date as the date of repayment as payment is guaranteed on that date:

Available-for-sale securities:
  
Amortized Cost
    
Fair Value
  
Due in one year or less
  
$
22,327
    
$
21,863
  
Due after one year through five years
    
195,401
      
180,261
  
Due after five years through ten years
    
103,463
      
92,019
  
Due after ten years
    
165,802
      
145,363
  
Total
  
$
486,993
    
$
439,506
  

5. LOANS AND RELATED ALLOWANCE FOR LOAN LOSSES


The Company grants commercial, industrial, agricultural, residential, and consumer loans primarily to customers throughout north central, central and south central Pennsylvania, southern New York and Wilmington and Dover, Delaware.  Although the Company had a diversified loan portfolio at December 31, 2022 and 2021, a substantial portion of its debtors’ ability to honor their contracts is dependent on the economic conditions within these regions. The following table summarizes the primary segments of the loan portfolio, as well as how those segments are analyzed within the allowance for loan losses as of December 31, 2022 and 2021 (in thousands):

2022
  
Total Loans
    
Individually
evaluated for
impairment
    
Loans acquired
with deteriorated
credit quality
    
Collectively
evaluated for
impairment
  
Real estate loans:
                        
Residential
  
$
210,213
    
$
335
    
$
9
    
$
209,869
  
Commercial
    
876,569
      
5,675
      
1,856
      
869,038
  
Agricultural
    
313,614
      
5,380
      
1,441
      
307,055
  
Construction
    
80,691
      
-
      
-
      
80,691
  
Consumer
    
86,650
      
4
      
-
      
86,646
  
Other commercial loans
    
63,222
      
102
      
-
      
63,120
  
Other agricultural loans
    
34,832
      
473
      
-
      
34,097
  
State and political subdivision loans
    
59,208
      
-
      
-
      
59,208
  
Total
    
1,724,999
      
11,969
      
3,306
      
1,709,724
  
Allowance for loan losses
    
18,552
      
102
      
-
      
18,450
  
Net loans
  
$
1,706,447
    
$
11,867
    
$
3,306
    
$
1,691,274
  

68
Index
2021
  


                          


                             


                      
 
Real estate loans:
                        
Residential
  
$
201,097
    
$
620
    
$
14
    
$
200,463
  
Commercial
    
687,338
      
8,381
      
2,145
      
676,812
  
Agricultural
    
312,011
      
5,355
      
1,643
      
305,013
  
Construction
    
55,036
      
-
      
-
      
55,036
  
Consumer
    
25,858
      
-
      
-
      
25,858
  
Other commercial loans
    
74,585
      
186
      
-
      
74,399
  
Other agricultural loans
    
39,852
      
991
      
-
      
38,861
  
State and political subdivision loans
    
45,756
      
-
      
-
      
45,756
  
Total
    
1,441,533
      
15,533
      
3,802
      
1,422,198
  
Allowance for loan losses
    
17,304
      
121
      
-
      
17,183
  
Net loans
  
$
1,424,229
    
$
15,412
    
$
3,802
    
$
1,405,015
  



During 2022 the Company continued its participation in the Paycheck Protection Program (“PPP”), administered directly by the U.S. Small Business Administration (the “SBA”) through the processing of forgiveness of PPP loans. During 2021, the Company originated $24.3 million of PPP loans. There were no outstanding principal balances of PPP loans as of December 31, 2022. As of December 31, 2021, the Company had outstanding principal balances of $6.8 million of PPP loans that were included in other commercial loans. As of December 31, 2022, all PPP loans had either been forgiven or repaid. The PPP loans were fully guaranteed by the SBA and were eligible for forgiveness by the SBA to the extent that the proceeds are used to cover eligible payroll costs, interest costs, rent, and utility costs over a period of up to 24 weeks after the loan was made as long as certain conditions were met regarding employee retention and compensation levels. PPP loans deemed eligible for forgiveness by the SBA were repaid by the SBA to the Company. The SBA issued guidance for forgiveness with a streamlined approach for loans of $150,000 or less.


As of December 31, 2022 and 2021, net unamortized loan fees, including PPP fees, and costs of $2,573,000 and $2,038,000, respectively, were included in the carrying value of loans. Purchased loans acquired in connection with the FNB acquisition, the State College branch acquisition and the MidCoast acquisition were recorded at fair value on their acquisition date without a carryover of the related allowance for loan losses.


Upon acquisition, the Company evaluated whether an acquired loan was within the scope of ASC 310-30, Receivables-Loans and Debt Securities Acquired with Deteriorated Credit Quality. PCI loans are loans that have evidence of credit deterioration since origination and it is probable at the date of acquisition that the Company will not collect all contractually required principal and interest payments. The fair value of PCI loans, on the acquisition date, was determined, primarily based on the fair value of the loans’ collateral. The carrying value of PCI loans was $3,306,000 and $3,802,000 at December 31, 2022 and 2021, respectively. The carrying value of the PCI loans was determined by projected discounted contractual cash flows.


On the acquisition date, the preliminary estimate of the unpaid principal balance for all loans evidencing credit impairment acquired in the MidCoast acquisition was $8,005,000 and the estimated fair value of the loans was $4,869,000. Total contractually required payments on these loans, including interest, at the acquisition date was $8,801,000. However, the Company’s preliminary estimate of expected cash flows was $5,835,000 at the acquisition date. At the acquisition date, the Company established a credit risk related non-accretable discount (a discount representing amounts which are not expected to be collected from the customer nor liquidation of collateral) of $2,966,000 relating to these impaired loans, reflected in the recorded net fair value. Such amount is reflected as a non-accretable fair value adjustment to loans. The Company further estimated the timing and amount of expected cash flows in excess of the estimated fair value and established an accretable discount of $966,000 on the acquisition date relating to these impaired loans.

69
Index

The table below presents the components of the purchase accounting adjustments related to the purchased impaired loans acquired in the MidCoast Acquisition as of April 17, 2020 (in thousands):

 
April 17, 2020
  
Contractually required principal and interest at acquisition
  
$
8,801
  
Non-accretable discount
    
(2,966
)
Expected cash flows
    
5,835
  
Accretable discount
    
(966
)
Estimated fair value
  
$
4,869
  



Changes in the accretable discount for PCI loans were as follows for the years ended December 31, 2022 and 2021 (in thousands):

 
December 31, 2022
    
December 31, 2021
  
Balance at beginning of period
  
$
370
    
$
788
  
Accretion
    
(759
)
    
(499
)
Reclassification of non-accretable discount
     1,212       81  
Balance at end of period
  
$
823
    
$
370
  



The following table presents additional information regarding PCI loans (in thousands):

 
December 31, 2022
    
December 31, 2021
  
Outstanding balance
  
$
5,758
    
$
6,159
  
Carrying amount
    
3,306
      
3,802
  



Real estate loans serviced for Freddie Mac, Fannie Mae and the FHLB, which are not included in the Consolidated Balance Sheet, totaled $187,754,000 and $197,037,000 at December 31, 2022 and 2021, respectively. Loans sold to Freddie Mac and Fannie Mae were sold without recourse and total $177,575,000 and $184,897,000 at December 31, 2022 and 2021, respectively. Additionally, the Bank acquired a portfolio of loans sold to the FHLB during the acquisition of FNB, which were sold under the Mortgage Partnership Finance Program (“MPF”). The Bank was not an active participant in the MPF program in 2022 or 2021. The MPF portfolio balance was $10,179,000 and $12,140,000 at December 31, 2022 and 2021, respectively. The FHLB maintains a first-loss position for the MPF portfolio that totals $161,000. Should the FHLB exhaust its first-loss position, recourse to the Bank’s credit enhancement would be up to the next $348,000 of losses. The Bank did not experience any losses for the MPF portfolio during 2022, 2021 or 2020.


The segments of the Bank’s loan portfolio are disaggregated into classes to a level that allows management to monitor risk and performance. Residential real estate mortgages consist of 15 to 30 year first mortgages on residential real estate, while residential real estate home equities are consumer purpose installment loans or lines of credit secured by a mortgage which is often a second lien on residential real estate with terms of 15 years or less. Commercial real estate are business purpose loans secured by a mortgage on commercial real estate. Agricultural real estate are loans secured by a mortgage on real estate used in agriculture production. Construction real estate are loans secured by residential or commercial real estate used during the construction phase of residential and commercial projects. Consumer loans are typically unsecured or primarily secured by collateral other than real estate and overdraft lines of credit connected with customer deposit accounts. Other commercial loans are loans for commercial purposes primarily secured by non-real estate collateral. Other agricultural loans are loans for agricultural purposes primarily secured by non real estate collateral. State and political subdivisions are loans for state and local municipalities for capital and operating expenses or tax free loans used to finance commercial development.

70
Index

Management considers other commercial loans, other agricultural loans, commercial and agricultural real estate loans and state and political subdivision loans which are 90 days or more past due to be impaired. Certain residential mortgages, home equity and consumer loans that are cross collateralized with commercial relationships determined to be impaired may be classified as impaired as well. These loans are analyzed to determine if it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. If management determines that the value of the impaired loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance allocation or a charge-off to the allowance.


The following table includes the recorded investment and unpaid principal balances for impaired loans by class, with the associated allowance amount as of December 31, 2022 and 2021, if applicable (in thousands):


 
Unpaid
Principal
Balance
    
Recorded
Investment
With No
Allowance
    
Recorded
Investment
With
Allowance
    
Total
Recorded
Investment
    
Related
Allowance
  
2022
  
   
   
   
   
 
Real estate loans:
                              
Mortgages
  
$
395
    
$
242
    
$
39
    
$
281
    
$
4
  
Home Equity
    
71
      
39
      
15
      
54
      
-
  
Commercial
    
6,655
      
5,314
      
361
      
5,675
      
57
  
Agricultural
    
6,062
      
5,192
      
188
      
5,380
      
24
  
Consumer
    
4
      
-
      
4
      
4
      
4
  
Other commercial loans
    
797
      
32
      
70
      
102
      
13
  
Other agricultural loans
    
669
      
473
      
-
      
473
      
-
  
Total
  
$
14,653
    
$
11,292
    
$
677
    
$
11,969
    
$
102
  
                        
                              
                               
                               
                            
 
2021
                                        
Real estate loans:
                                        
Mortgages
  
$
697
    
$
495
    
$
45
    
$
540
    
$
6
  
Home Equity
    
97
      
37
      
43
      
80
      
6
  
Commercial
    
9,330
      
8,096
      
285
      
8,381
      
61
  
Agricultural
    
5,694
      
5,167
      
188
      
5,355
      
14
  
Other commercial loans
    
813
      
92
      
94
      
186
      
34
  
Other agricultural loans
    
1,274
      
991
      
-
      
991
      
-
  
Total
  
$
17,905
    
$
14,878
    
$
655
    
$
15,533
    
$
121
  


The following table includes the average investment in impaired loans and the income recognized on impaired loans for 2022, 2021 and 2020 (in thousands):

             
Interest
  
   
Average
    
Interest
    
Income
  
   
Recorded
    
Income
    
Recognized
  
2022
  
Investment
    
Recognized
    
Cash Basis
  
Real estate loans:
                  
Mortgages
  
$
421
    
$
12
    
$
-
  
Home Equity
    
64
      
4
      
-
  
Commercial
    
6,216
      
207
      
10
  
Agricultural
    
5,540
      
126
      
-
  
Consumer
     1       -       -  
Other commercial loans
    
260
      
3
      
-
  
Other agricultural loans
    
538
      
4
      
-
  
Total
  
$
13,040
    
$
356
    
$
10
  

71
Index
2021
  





                       
 
Real estate loans:
                               
             
Mortgages
  
$
682
    
$
16
    
$
-
  
Home Equity
    
99
      
4
      
-
  
Commercial
    
8,789
      
288
      
31
  
Agricultural
    
4,562
      
82
      
-
  
Other commercial loans
    
704
      
2
      
-
  
Other agricultural loans
    
1,044
      
3
      
-
  
Total
  
$
15,880
    
$
395
    
$
31
  

                Interest  
    Average     Interest     Income  
    Recorded     Income     Recognized  
2020
   Investment

Recognized

Cash Basis  
Real estate loans:
                  
Mortgages
  
$
956
    
$
20
    
$
-
  
Home Equity
    
139
      
6
      
-
  
Commercial
    
10,354
      
358
      
27
  
Agricultural
    
3,918
      
75
      
-
  
Consumer
    
3
      
-
      
-
  
Other commercial loans
    
1,671
      
3
      
-
  
Other agricultural loans
    
1,237
      
6
      
-
  
Total
  
$
18,278
    
$
468
    
$
27
  

Credit Quality Information


For commercial real estate loans, agricultural real estate loans, construction loans, other commercial loans, other agricultural loans and state and political subdivision loans, management uses a nine point internal risk rating system to monitor the credit quality. The first five categories are considered not criticized and are aggregated as “Pass” rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The definitions of each rating are defined below:

•
Pass (Grades 1-5) – These loans are to customers with credit quality ranging from an acceptable to very high quality and are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral.

•
Special Mention (Grade 6) – This loan grade is in accordance with regulatory guidance and includes loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected.

•
Substandard (Grade 7) – This loan grade is in accordance with regulatory guidance and includes loans that have a well-defined weakness based on objective evidence and are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

•
Doubtful (Grade 8) – This loan grade is in accordance with regulatory guidance and includes loans that have all the weaknesses inherent in a substandard asset.  In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.

•
Loss (Grade 9) – This loan grade is in accordance with regulatory guidance and includes loans that are considered uncollectible, or of such value that continuance as an asset is not warranted.

72
Index

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay the loan as agreed, the Company’s loan rating process includes several layers of internal and external oversight. The Company’s loan officers are responsible for the timely and accurate risk rating of the loans in each of their portfolios at origination and on an ongoing basis under the supervision of management.  All commercial, agricultural and state and political relationships over $500,000 are reviewed annually to ensure the appropriateness of the loan grade. In addition, the Company engages an external consultant on at least an annual basis to: 1) review a minimum of 50% of the dollar volume of the commercial, agricultural and municipal loan portfolios on an annual basis, 2) review a sample of new loans originated for over $1.0 million in the last year, 3) review a sample of borrowers with commitments greater than or equal to $1.0 million,  4) review selected loan relationships over $750,000 which are over 30 days past due or classified Special Mention, Substandard, Doubtful, or Loss, and 5) such other loans which management or the consultant deems appropriate.


The following tables represent credit exposures by internally assigned grades as of December 31, 2022 and 2021 (in thousands):

2022
  
Pass
    
Special Mention
    
Substandard
    
Doubtful
    
Loss
    
Ending Balance
  
Real estate loans:
                                    
Commercial
  
$
842,912
    
$
28,047
    
$
5,610
    
$
-
    
$
-
    
$
876,569
  
Agricultural
    
295,443
      
11,960
      
6,211
      
-
      
-
      
313,614
  
Construction
    
75,703
      
2,642
      
2,346
      
-
      
-
      
80,691
  
Other commercial loans
    
59,902
      
2,953
      
337
      
30
      
-
      
63,222
  
Other agricultural loans
    
32,708
      
1,307
      
817
      
-
      
-
      
34,832
  
State and political subdivision loans
    
59,208
      
-
      
-
      
-
      
-
      
59,208
  
Total
  
$
1,365,876
    
$
46,909
    
$
15,321
    
$
30
    
$
-
    
$
1,428,136
  
                                                 
2021
  
                                 
                              
                               
                         
   
                         
 
Real estate loans:
                                                
Commercial
  
$
646,137
    
$
35,332
    
$
5,869
    
$
-
    
$
-
    
$
687,338
  
Agricultural
    
291,537
      
15,105
      
5,369
      
-
      
-
      
312,011
  
Construction
    
55,036
      
-
      
-
      
-
      
-
      
55,036
  
Other commercial loans
    
70,932
      
3,289
      
316
      
48
      
-
      
74,585
  
Other agricultural loans
    
37,800
      
1,351
      
701
      
-
      
-
      
39,852
  
State and political subdivision loans
    
45,588
      
168
      
-
      
-
      
-
      
45,756
  
Total
  
$
1,147,030
    
$
55,245
    
$
12,255
    
$
48
    
$
-
    
$
1,214,578
  


For residential real estate mortgages, home equities and consumer loans, credit quality is monitored based on whether the loan is performing or non-performing, which is typically based on the aging status of the loan and payment activity, unless a specific action, such as bankruptcy, repossession, death or significant delay in payment occurs to raise awareness of a possible credit event. Non-performing loans include those loans that are considered nonaccrual, described in more detail below and all loans past due 90 or more days. The following table presents the recorded investment in those loan classes based on payment activity as of December 31, 2022 and 2021 (in thousands):

2022
  
Performing
    
Non-performing
    
PCI
    
Total
  
Real estate loans:
                        
Mortgages
  
$
161,998
    
$
562
    
$
9
    
$
162,569
  
Home Equity
    
47,615
      
29
      
-
      
47,644
  
Consumer
    
86,643
      
7
      
-
      
86,650
  
Total
  
$
296,256
    
$
598
    
$
9
    
$
296,863
  
                         
2021
  
Performing
    
Non-performing
    
PCI
    
Total
  
Real estate loans:
                        
Mortgages
  
$
150,320
    
$
608
    
$
14
    
$
150,942
  
Home Equity
    
50,122
      
33
      
-
      
50,155
  
Consumer
    
25,858
      
-
      
-
      
25,858
  
Total
  
$
226,300
    
$
641
    
$
14
    
$
226,955
  

73
Index
Aging Analysis of Past Due Loans by Class


Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following table includes an aging analysis of the recorded investment of past due loans as of December 31, 2022 and 2021 (in thousands):

   
30-59 Days
    
60-89 Days
    
90 Days
    
Total Past
                
Total
Financing
    
90 Days
and
  
2022
  
Past Due
    
Past Due
    
Or Greater
    
Due
    
Current
    
PCI
    
Receivables
    
Accruing
  
Real estate loans:
                                                
Mortgages
  
$
356
    
$
132
    
$
229
    
$
717
    
$
161,843
    
$
9
    
$
162,569
    
$
-
  
Home Equity
    
48
      
9
      
29
      
86
      
47,558
      
-
      
47,644
      
-
  
Commercial
    
1,065
      
115
      
1,788
      
2,968
      
871,745
      
1,856
      
876,569
      
-
  
Agricultural
    
-
      
-
      
1,368
      
1,368
      
310,805
      
1,441
      
313,614
      
-
  
Construction
    
-
      
-
      
-
      
-
      
80,691
      
-
      
80,691
      
-
  
Consumer
    
147
      
-
      
7
      
154
      
86,496
      
-
      
86,650
      
7
  
Other commercial loans
    
1,660
      
35
      
32
      
1,727
      
61,495
      
-
      
63,222
      
-
  
Other agricultural loans
    
-
      
-
      
-
      
-
      
34,832
      
-
      
34,832
      
-
  
State and political
                                                                
subdivision loans
    
-
      
-
      
-
      
-
      
59,208
      
-
      
59,208
      
-
  
Total
  
$
3,276
    
$
291
    
$
3,453
    
$
7,020
    
$
1,714,673
    
$
3,306
    
$
1,724,999
    
$
7
  
                                                                 
Loans considered non-accrual
  
$
46
    
$
76
    
$
3,446
    
$
3,568
    
$
3,370
    
$
-
    
$
6,938
          
Loans still accruing
    
3,230
      
215
      
7
      
3,452
      
1,711,303
      
3,306
      
1,718,061
          
Total
  
$
3,276
    
$
291
    
$
3,453
    
$
7,020
    
$
1,714,673
    
$
3,306
    
$
1,724,999
          
                                                                 
2021
  
                   



                       



                  



                 



                   



                 



                   



                   

Real estate loans:
         
                                                         
Mortgages
  
$
220
    
$
170
    
$
209
    
$
599
    
$
150,329
    
$
14
    
$
150,942
    
$
13
  
Home Equity
    
103
      
-
      
33
      
136
      
50,019
      
-
      
50,155
      
33
  
Commercial
    
127
      
115
      
1,969
      
2,211
      
682,982
      
2,145
      
687,338
      
-
  
Agricultural
    
31
      
-
      
1,367
      
1,398
      
308,970
      
1,643
      
312,011
      
-
  
Construction
    
-
      
-
      
-
      
-
      
55,036
      
-
      
55,036
      
-
  
Consumer
    
163
      
1
      
-
      
164
      
25,694
      
-
      
25,858
      
-
  
Other commercial loans
    
17
      
10
      
92
      
119
      
74,466
      
-
      
74,585
      
-
  
Other agricultural loans
    
10
      
-
      
-
      
10
      
39,842
      
-
      
39,852
      
-
  
State and political
                                                                
subdivision loans
    
-
      
-
      
-
      
-
      
45,756
      
-
      
45,756
      
-
  
Total
  
$
671
    
$
296
    
$
3,670
    
$
4,637
    
$
1,433,094
    
$
3,802
    
$
1,441,533
    
$
46
  
                                                                 
Loans considered non-accrual
  
$
-
    
$
-
    
$
3,624
    
$
3,624
    
$
3,992
    
$
-
    
$
7,616
          
Loans still accruing
    
671
      
296
      
46
      
1,013
      
1,429,102
      
3,802
      
1,433,917
          
Total
  
$
671
    
$
296
    
$
3,670
    
$
4,637
    
$
1,433,094
    
$
3,802
    
$
1,441,533
          

Nonaccrual Loans


Loans are considered for nonaccrual status upon reaching 90 days delinquency, unless the loan is well secured and in the process of collection, although the Company may be receiving partial payments of interest and partial repayments of principal on such loans or if full payment of principal and interest is not expected.

74
Index

The following table reflects the loans on nonaccrual status as of December 31, 2022 and 2021, respectively. The balances are presented by class of loan (in thousands):

 
2022
    
2021
  
Real estate loans:
            
Mortgages
  
$
562
    
$
595
  
Home Equity
    
29
      
-
  
Commercial
    
2,778
      
2,945
  
Agricultural
    
3,222
      
3,133
  
Other commercial loans
    
62
      
140
  
Other agricultural loans
    
285
      
803
  
   
$
6,938
    
$
7,616
  



Interest income on loans would have increased by approximately $676,000, $573,000 and $756,000 during 2022, 2021 and 2020, respectively, if these loans had performed in accordance with their terms.

Troubled Debt Restructurings (TDRs)


In situations where, for economic or legal reasons related to a borrower’s financial difficulties, management may grant a concession for other than an insignificant period of time to the borrower that would not otherwise be considered, the related loan is classified as a TDR. Management strives to identify borrowers in financial difficulty early and work with them to modify more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. In cases where borrowers are granted new terms that provide for a reduction of either interest or principal, management measures any impairment on the restructuring by calculating the present value of the revised loan terms and comparing this balance to the Company’s investment in the loan prior to the restructuring. As these loans are individually evaluated, they are excluded from pooled portfolios when calculating the allowance for loan and lease losses and a separate allocation within the allowance for loan and lease losses is provided. Management continually evaluates loans that are considered TDRs, including payment history under the modified loan terms, the borrower’s ability to continue to repay the loan based on continued evaluation of their operating results and cash flows from operations.  Based on this evaluation management would no longer consider a loan to be a TDR when the relevant facts support such a conclusion. As of December 31, 2022, 2021 and 2020, included within the allowance for loan losses are reserves of $15,000, $26,000 and $257,000, respectively, that are associated with loans modified as TDRs.

75
Index

Loan modifications that are considered TDRs completed during the years ended December 31, 2022, 2021 and 2020 were as follows (dollars in thousands):


 
Number of contracts
    
Pre-modification Outstanding
Recorded Investment
    
Post-Modification Outstanding
Recorded Investment
  

2022 		 
Interest
Modification
    
Term
Modification
    
Interest
Modification
    
Term
Modification
    
Interest
Modification
    
Term
Modification
  
Real estate loans:
                                    
Home Equity
     -       1     $
 -     $
 8     $
 -     $
 8  
Commercial
    
-
      
4
      
-
    
2,301
    
-
      
2,301
  
Agricultural
    
-
      
2
      
-
      
1,137
      
-
      
1,137
  
Total
    
-
      
7
    
$
-
    
$
3,446
    
$
-
    
$
3,446
  

2021
                        


                         


                 


                       


                        


                       

Real estate loans:
                                    
Commercial
    
-
      
4
     $
-
     $
1,469
     $
-
     $
1,469
  
Agricultural
    
-
      
4
      
-
      
2,090
      
-
      
2,090
  
Total
    
-
      
8
    
$
-
    
$
3,559
    
$
-
    
$
3,559
  

2020
                            

                         

                 

                       

                       

                        
Real estate loans:
                                    
Mortgages
    
-
      
1
    
$
-
    
$
2
    
$
-
    
$
2
  
Commercial
    
-
      
10
      
-
      
2,456
      
-
      
2,456
  
Agricultural
    
-
      
2
      
-
      
494
      
-
      
494
  
Consumer
     -       1       -       3       -       3  
Other commercial loans
    -       2       -       1,094       -       1,094  
Other agricultural loans
    
-
      
1
      
-
      
19
      
-
      
19
  
Total
    
-
      
17
    
$
-
    
$
4,068
    
$
-
    
$
4,068
  



Recidivism, or the borrower defaulting on its obligation pursuant to a modified loan, results in the loan once again becoming a non-accrual loan. Recidivism occurs at a notably higher rate than do defaults on new origination loans, so modified loans present a higher risk of loss than do new origination loans. The following table presents the recorded investment in loans that were modified as TDRs during each 12-month period prior to the current reporting periods, which begin January 1, 2022, 2021 and 2020, respectively, and that subsequently defaulted during these reporting periods (dollars in thousands):

 
December 31, 2022
    
December 31, 2021
    
December 31, 2020
  
   
Number of
contracts
    
Recorded investment
    
Number of
contracts
    
Recorded investment
    
Number of
contracts
    
Recorded investment
  
Real estate loans:
                                    
Commercial
    
-
    
$
-
      
-
    
$
-
      
1
    
$
110
  
Total recidivism
    
-
    
$
-
      
-
    
$
-
      
1
    
$
110
  

76
Index
Foreclosed Assets Held For Sale


Foreclosed assets acquired in settlement of loans are carried at fair value, less estimated costs to sell, and are included in other assets on the Consolidated Balance Sheet. As of December 31, 2022 and 2021 included with other assets are $543,000 and $1,180,000, respectively, of foreclosed assets. As of December 31, 2022, included within the foreclosed assets is $241,000 of consumer residential mortgages that were foreclosed on or received via a deed in lieu transaction prior to the period end. As of December 31, 2022, the Company has initiated formal foreclosure proceedings on $185,000 of consumer residential mortgages, which have not yet been transferred into foreclosed assets.

Allowance for Loan Losses


The following tables roll forward the balance of the allowance for loan and lease losses for the years ended December 31, 2022, 2021 and 2020 and is segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment as of December 31, 2022, 2021 and 2020 (in thousands):

 
Balance at
December 31, 2021
    
Charge-offs
    
Recoveries
    
Provision
    
Balance at
December 31, 2022
    
Individually
evaluated for
impairment
    
Collectively
evaluated for
impairment
  
Real estate loans:
                                          
Residential
  
$
1,147
    
$
-
    
$
-
    
$
(91
)
  
$
1,056
    
$
4
    
$
1,052
  
Commercial
    
8,099
      
-
      
3
      
2,018
      
10,120
      
57
      
10,063
  
Agricultural
    
4,729
      
-
      
-
      
(140
)
    
4,589
      
24
      
4,565
  
Construction
    
434
      
-
      
-
      
367
      
801
      
-
      
801
  
Consumer
    
262
      
(37
)
    
21
      
(111
)
    
135
      
4
      
131
  
Other commercial loans
    
1,023
      
(435
)
    
13
      
439
      
1,040
      
13
      
1,027
  
Other agricultural loans
    
558
      
-
      
-
      
(69
)
    
489
      
-
      
489
  
State and political subdivision loans
    
281
      
-
      
-
      
41
      
322
      
-
      
322
  
Unallocated
    
771
      
-
      
-
      
(771
)
    
-
      
-
      
-
  
Total
  
$
17,304
    
$
(472
)
  
$
37
    
$
1,683
    
$
18,552
    
$
102
    
$
18,450
  
                                                         
 
Balance at
December 31, 2020
    
Charge-offs
    
Recoveries
    
Provision
    
Balance at
December 31, 2021
    
Individually
evaluated for
impairment
    
Collectively
evaluated for
impairment
  
Real estate loans:
                                          
Residential
  
$
1,174
    
$
-
    
$
-
    
$
(27
)
  
$
1,147
    
$
12
    
$
1,135
  
Commercial
    
6,216
      
(54
)
    
89
      
1,848
      
8,099
      
61
      
8,038
  
Agricultural
    
4,953
      
-
      
-
      
(224
)
    
4,729
      
14
      
4,715
  
Construction
    
122
      
-
      
-
      
312
      
434
      
-
      
434
  
Consumer
    
321
      
(27
)
    
21
      
(53
)
    
262
      
-
      
262
  
Other commercial loans
    
1,226
      
(133
)
    
43
      
(113
)
    
1,023
      
34
      
989
  
Other agricultural loans
    
864
      
-
      
-
      
(306
)
    
558
      
-
      
558
  
State and political subdivision loans
    
479
      
-
      
-
      
(198
)
    
281
      
-
      
281
  
Unallocated
    
460
      
-
      
-
      
311
      
771
      
-
      
771
  
Total
  
$
15,815
    
$
(214
)
  
$
153
    
$
1,550
    
$
17,304
    
$
121
    
$
17,183
  

 
Balance at
December 31, 2019
    
Charge-offs
    
Recoveries
    
Provision
    
Balance at
December 31, 2020
    
Individually
evaluated for
impairment
    
Collectively
evaluated for
impairment
  
Real estate loans:
                                          
Residential
  
$
1,114
    
$
-
    
$
14
    
$
46
    
$
1,174
    
$
18
    
$
1,156
  
Commercial
    
4,549
      
(435
)
    
37
      
2,065
      
6,216
      
95
      
6,121
  
Agricultural
    
5,022
      
(4
)
    
19
      
(84
)
    
4,953
      
83
      
4,870
  
Construction
    
43
      
-
      
-
      
79
      
122
      
-
      
122
  
Consumer
    
112
      
(50
)
    
21
      
238
      
321
      
-
      
321
  
Other commercial loans
    
1,255
      
(44
)
    
12
      
3
      
1,226
      
170
      
1,056
  
Other agricultural loans
    
961
      
-
      
-
      
(97
)
    
864
      
144
      
720
  
State and political subdivision loans
    
536
      
-
      
-
      
(57
)
    
479
      
-
      
479
  
Unallocated
    
253
      
-
      
-
      
207
      
460
      
-
      
460
  
Total
  
$
13,845
    
$
(533
)
  
$
103
    
$
2,400
    
$
15,815
    
$
510
    
$
15,305
  
77
Index

As discussed in Footnote 1, management evaluates various qualitative factors on a quarterly basis. The following are explanations for the changes in the allowance by portfolio segments:
2022



Residential - There was a decrease in the historical loss factor for residential loans when comparing 2022 and 2021 and a slight decrease in the specific reserve for residential loans between 2022 and 2021.  The qualitative factor for national, state, regional and local economic trends and business conditions was decreased for residential loan categories due to a general improvement in economic activity and decrease in unemployment as a result of the reduced impact of the Covid-19 pandemic during 2022. The increase in the provision for commercial loans was due to the organic loan growth experienced in 2022.



Commercial real estate– There was a decrease in the historical loss factor and the specific reserve for commercial real estate loans from 2021 to 2022. The qualitative factor for national, state, regional and local economic trends and business conditions was decreased for commercial real estate loan categories due to a general improvement in economic activity and decrease in unemployment as a result of the reduced impact of the Covid-19 pandemic during 2022.



Agricultural real estate – There was a decrease in the historical loss factor for agricultural real estate loans from 2021 to 2022. The specific reserve for agricultural real estate loans increased slightly from 2021 to 2022. The qualitative factor for national, state, regional and local economic trends and business conditions was decreased for agricultural real estate loan categories due to a general improvement in economic activity and decrease in unemployment as a result of the reduced impact of the Covid-19 pandemic during 2022.



Construction - There was no change in the historical loss factor or specific reserve for construction loans from 2021 to 2022. The qualitative factor for the volume and severity of classified, adversely or graded loans was increased for construction loans during 2022 due to an increase in special mention and substandard loans. The qualitative factor for national, state, regional and local economic trends and business conditions was decreased for construction loan categories due to a general improvement in economic activity and decrease in unemployment as a result of the reduced impact of the Covid-19 pandemic during 2022.



Consumer - There was a decrease in the historical loss factor for consumer loans from 2021 to 2022.  There was a change in the composition of the loan portfolio with a large increase in short term student loans, which requires a lower provision. The qualitative factor for national, state, regional and local economic trends and business conditions was decreased for consumer loan categories due to a general improvement in economic activity and decrease in unemployment as a result of the reduced impact of the Covid-19 pandemic during 2022.



Other commercial - There was an increase in the historical loss factor for other commercial loans when comparing 2021 and 2022. The specific reserve for other commercial loans decreased from 2021 to 2022.  The qualitative factor for national, state, regional and local economic trends and business conditions was decreased for other commercial loan categories due to a general improvement in economic activity and decrease in unemployment as a result of the reduced impact of the Covid-19 pandemic during 2022.



Other agricultural - There was no change in the historical loss factor or specific reserve for other agricultural loans from 2021 to 2022.  The qualitative factor for national, state, regional and local economic trends and business conditions was decreased for agricultural real estate loan categories due to a general improvement in economic activity and decrease in unemployment as a result of the reduced impact of the Covid-19 pandemic during 2022.



Municipal loans - There was no change in the historical loss factor or specific reserve for municipal loans from 2021 to 2022. The qualitative factor for national, state, regional and local economic trends and business conditions was decreased for municipal loan categories due to a general improvement in economic activity and decrease in unemployment as a result of the reduced impact of the Covid-19 pandemic during 2022.


2021



Residential - There was a decrease in the historical loss factor for residential loans when comparing 2020 and 2021 and a slight decrease in the specific reserve for residential loans between 2020 and 2021.  The qualitative factor for the level of past due loans for residential real estate loans was decreased due to a decrease in past due loans during 2021.



Commercial real estate – There was a decrease in the historical loss factor and the specific reserve for commercial real estate loans from 2020 to 2021. The qualitative factor for the volume of non-accrual loans was decreased for commercial real estate loans due to a decrease in the volume of non-accrual loans during 2021. The decrease in the qualitative factors was offset by the increase in the commercial real estate portfolio, which resulted in the provision for 2021.



Agricultural real estate – There was no change in the historical loss factor for agricultural real estate loans from 2020 to 2021  The specific reserve for agricultural real estate loans decreased from 2020 to 2021. The qualitative factor for the volume and severity of classified, adversely or graded loans was decreased for agricultural real estate loans during 2021 due to a decrease in substandard loans.



Construction - There was no change in the historical loss factor or specific reserve for construction loans from 2020 to 2021. The qualitative factors for trends in volume, terms and nature of the portfolio, experience and depth of lending management and relevant staff, and changes in value of underlying value of collateral were increased for the construction loan portfolio during 2021 due to the increase in the overall size of the portfolio, the increase in the size of individual construction loans and the complexity of the construction projects funded.



Consumer - There was a decrease in the historical loss factor for consumer loans from 2020 to 2021.  The negative provision was due to a decrease in consumer loans.



Other commercial - There was an increase in the historical loss factor for other commercial loans when comparing 2020 and 2021. The specific reserve for other commercial loans decreased from 2020 to 2021. The qualitative factors for the level of past due loans, the volume of non-accrual loans and the volume and severity of classified, adversely or graded loans were decreased for other commercial loans due to a decrease in past due loans, non-accrual loans and substandard loans during 2021.



Other agricultural - There was a decrease in the historical loss factor for other agricultural loans from 2020 to 2021.  The specific reserve for other agricultural loans decreased from 2020 to 2021. The qualitative factor for the volume and severity of classified, adversely or graded loans was decreased for other agricultural loans during 2021 due to a decrease in substandard loans. The negative provision was primarily due to the overall decrease in other agricultural loans.



Municipal loans - There was no change in the historical loss factor or specific reserve for municipal loans from 2020 to 2021. The qualitative factor for the volume and severity of classified, adversely or graded loans was decreased for municipal loans during 2021 due to a decrease in substandard loans. The negative provision was primarily due to the overall decrease in other municipal loans during 2021.

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Index
6. PREMISES & EQUIPMENT


Premises and equipment at December 31, 2022 and 2021 are summarized as follows (in thousands):

 
December 31,
  
   
2022
    
2021
  
Land
  
$
5,667
    
$
5,462
  
Buildings
    
20,997
      
20,094
  
Furniture, fixtures and equipment
    
7,512
      
7,275
  
Construction in process
    
151
      
67
  
     
34,327
      
32,898
  
Less: accumulated depreciation
    
16,708
      
15,882
  
Premises and equipment, net
  
$
17,619
    
$
17,016
  



Depreciation expense amounted to $877,000, $922,000 and $921,000 for 2022, 2021 and 2020, respectively.

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Index
7. GOODWILL AND OTHER INTANGIBLE ASSETS


The following table provides the gross carrying value and accumulated amortization of intangible assets as of December 31, 2022 and 2021 (in thousands):

 
December 31, 2022
    
December 31, 2021
  
   
Gross carrying value
    
Accumulated
amortization
    
Net carrying value
    
Gross carrying value
    
Accumulated
amortization
    
Net carrying value
  
Amortized intangible assets (1):
                                    
MSRs
  
$
2,336
    
$
(1,362
)
  
$
974
    
$
2,499
    
$
(1,326
)
  
$
1,173
  
Core deposit intangibles
    
1,943
      
(1,645
)
    
298
      
1,943
      
(1,489
)
    
454
  
Total amortized intangible assets
  
$
4,279
    
$
(3,007
)
  
$
1,272
    
$
4,442
    
$
(2,815
)
  
$
1,627
  
Unamortized intangible assets:
                                                
Goodwill
  
$
31,376
                    
$
31,376
                  
(1) Excludes fully amortized intangible assets
                                                


The following table provides the current year and estimated future amortization expense for the next five years of amortized intangible assets (in thousands). We based our projections of amortization expense shown below on existing asset balances at December 31, 2022. Future amortization expense may vary from these projections:

 
MSRs
    
Core deposit intangibles
    
Total
  
Year ended December 31, 2022
  
$
305
    
$
156
    
$
461
  
Estimate for year ended December 31,
                        
2023
    
267
      
121
      
388
  
2024
    
211
      
86
      
297
  
2025
    
162
      
50
      
212
  
2026
    
121
      
17
      
138
  
2027
    
88
      
12
      
100
  
2028 and thereafter
     125       12       137  
Total
     974       298       1,272  

8. FEDERAL HOME LOAN BANK (FHLB) STOCK


As a member of the FHLB of Pittsburgh, the Bank is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB. As of December 31, 2022 and 2021, included in other assets, the Bank held $10,627,000 and $3,292,000, respectively, of FHLB stock. The stock does not have a readily determinable fair value and as such is classified as restricted stock, carried at cost and evaluated by management.  The stock’s value is determined by the ultimate recoverability of the par value rather than by recognizing temporary declines. The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following: (a) A significant decline in net assets of the FHLB as compared to the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB. Management evaluated the stock and concluded that the stock was not impaired for the periods presented herein.  Management considered that the FHLB’s regulatory capital ratios are strong, liquidity appears adequate, new shares of FHLB stock continue to exchange hands at the $100 par value and the FHLB has repurchased shares of excess capital stock from its members and has paid a quarterly cash dividend.
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Index
9. DEPOSITS


The following table shows the breakdown of deposits as of December 31, 2022 and 2021, by deposit type (in thousands):

 
2022
    
2021
  
Non-interest-bearing deposits
  
$
396,260
    
$
358,073
  
NOW accounts
    
512,502
      
485,292
  
Savings deposits
    
321,917
      
313,048
  
Money market deposit accounts
    
335,838
      
350,122
  
Certificates of deposit
    
277,691
      
329,616
  
Total
  
$
1,844,208
    
$
1,836,151
  



Certificates of deposit of $250,000 or more amounted to $56,287,000 and $79,610,000 at December 31, 2022 and 2021, respectively. Brokered deposits totaled $16,006,000 as of December 31, 2022. There were no brokered certificates of deposits as of December 31, 2021.


Following are maturities of certificates of deposit as of December 31, 2022 (in thousands):

2023
  
$
153,926
  
2024
    
50,951
  
2025
    
31,692
  
2026
    
18,845
  
2027
    
16,511
  
Thereafter
    
5,766
  
Total certificates of deposit
  
$
277,691
  

10. BORROWED FUNDS AND REPURCHASE AGREEMENTS


The following table shows the breakdown of borrowed funds as of December 31, 2022 and 2021 (dollars in thousands):

    Securities    
                                           
    Sold Under    
    Bank    
                               
   
Agreements
to
     FHLB    
Federal
Funds
     FRB     Line of
     
     Notes     Term     Total  
 
Repurchase
(a)
    
Advances
(b)
    
Lines
(c)
    
BIC
Line (d)
    
Credit
(e)
   
Subordinated
Debt (f)
    
Payable
(g)
    
Loans
(h)
    
Borrowed
Funds
  
2022
                                                      
Balance at December 31
  
$
17,776
    
$
169,110
    
$
-
    
$
-
     $ -     $ 9,892    
$
7,500
    
$
53,000
    
$
257,278
  
Highest balance at any month-end
    
17,776
      
186,626
      
-
      
-
       -       9,892      
7,500
      
53,000
      
259,215
  
Average balance
    
16,246
      
69,571
      
3
      
49
       -       9,885      
7,500
      
46,407
      
149,661
  
Weighted average interest rate:
                                                                        
Paid during the year
    
1.95
%
    
3.50
%
    
1.99
%
    
1.76
%
     0.00 %     4.18 %    
3.63
%
    
1.00
%
    
2.61
%
As of year-end
    
4.13
%
    
4.45
%
    
0.00
%
    
0.00
%
     0.00 %     4.18 %    
3.57
%
    
1.00
%
    
3.66
%
2021
                                                                        
Balance at December 31
  
$
16,873
    
$
-
    
$
-
    
$
-
     $ -     $ 9,879    
$
7,500
    
$
39,725
    
$
73,977
  
Highest balance at any month-end
    
16,873
      
-
      
-
      
-
       -       9,879      
7,500
      
66,525
      
100,777
  
Average balance
    
14,726
      
-
      
-
      
-
       -       7,036      
7,500
      
55,360
      
84,622
  
Weighted average interest rate:
                                                                        
Paid during the year
    
0.06
%
    
0.00
%
    
0.51
%
    
0.22
%
     0.00 %     4.17 %    
3.57
%
    
1.26
%
    
1.50
%
As of year-end
    
0.08
%
    
0.00
%
    
0.00
%
    
0.00
%
     0.00 %     4.18 %    
3.57
%
    
1.15
%
    
1.56
%

(a) We utilize 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 collateral pledged on the repurchase agreements by the remaining contractual maturity of the repurchase agreements in the Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021 is presented in the following tables (in thousands).
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Remaining Contractual Maturity of the Agreements
  
    Overnight and     Up to    
    Greater than    
 
2022
  
Continuous
    
30 Days
    
30 - 90 Days
    
90 days
    
Total
  
Repurchase Agreements:
                              
U.S. agency securities
  
$
20,371
    
$
-
    
$
-
    
$
-
    
$
20,371
  
Total carrying value of collateral pledged
  
$
20,371
    
$
-
    
$
-
    
$
-
    
$
20,371
  
                                         
Total liability recognized for repurchase agreements
                                  
$
17,776
  
                                         
2021                                        
Repurchase Agreements:
                                        
U.S. agency securities
   $ 17,155     $
-     $ -     $ -     $ 17,155  
Total carrying value of collateral pledged
   $ 17,155     $
-     $ -     $ -     $ 17,155  
                                         
Total liability recognized for repurchase agreements
                                   $ 16,873  

(b) FHLB Advances consist of an “Open RepoPlus” agreement with the FHLB of Pittsburgh. FHLB “Open RepoPlus” advances are short-term borrowings that bear interest based on the FHLB discount rate or Federal Funds rate, whichever is higher.  The Company has a borrowing limit of $871,227,000, inclusive of any outstanding advances and letters of credit. FHLB advances are secured by a blanket security agreement that includes the Company’s FHLB stock, as well as certain investment and mortgage-backed securities held in safekeeping at the FHLB and certain residential and commercial mortgage loans.  A portion of these advances, $43.0 million, are subject to interest rate swap arrangements. See Note 17 for additional information. 

(c) The federal funds lines consist of unsecured lines from two third party banks at market rates.  The Bank has a borrowing limit totaling $34,000,000, inclusive of any outstanding balances.  No specific collateral is required to be pledged for these borrowings.

(d) The Federal Reserve Bank Borrower in Custody (FRB BIC) Line consists of a borrower in custody in agreement opened in January 2010 with the Federal Reserve Bank of Philadelphia secured by municipal loans maintained in the Company’s possession.  As of December 31, 2022 and 2021, the Company has a borrowing limit of $1,050,000 and $1,068,000, respectively, inclusive of any outstanding advances. The approximate carrying value of the municipal loan collateral was $1,360,000 and $1,683,000 as of December 31, 2022 and 2021, respectively.

(e) The Company issued a $20.0 million revolving line of credit in December 2022 with a Pennsylvania community Bank with a maturity date of February 1, 2024, subject to an annual review by the lender, which may extend the line an additional year. The line is subject to an annual fee of $20,000. Interest on outstanding borrowings is payable at prime minus 0.50% No specific collateral is required to be pledged for these borrowings.

(f) In April 2021, the Company issued $10.0 million of fixed to floating rate subordinated notes that mature on April 16, 2031, unless redeemed earlier. The notes bear interest at 4% per annum through April 16, 2026 and subsequently pay interest at the 90-day average secured overnight financing rate, determined on the determination date of the applicable interest period, plus 323 basis points. The Company may redeem the notes, in whole or in part, on or after April 16, 2026, and at any time upon the occurrence of certain events, subject in each case to the approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Issuance costs associated with the notes totaled $131,000 and were capitalized and will be amortized over the life of the note on a straight-line basis, which approximates the effective yield method. As of December 31, 2022, the net unamortized issuance costs totaled $108,000.

(g) In December 2003, the Company formed a special purpose entity (“Entity”) to issue $7,500,000 of floating rate obligated mandatory redeemable trust preferred securities as part of a pooled offering.  The rate was determined quarterly and floated based on the 3 month LIBOR plus 2.80 percent.   The Entity may redeem them, in whole or in part, at face value after December 17, 2008, and on a quarterly basis thereafter.  The Company borrowed the proceeds of the issuance from the Entity in December 2003 in the form of a $7,500,000 note payable.  Debt issue costs of $75,000 have been capitalized and fully amortized as of December 31, 2008.  Under current accounting rules, the Company’s minority interest in the Entity was recorded at the initial investment amount and is included in the other assets section of the balance sheet.  The Entity is not consolidated as part of the Company’s consolidated financial statements. The $7,500,000 note payable is subject to an interest rate swap arrangement. See Note 17 for additional information.

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(h)  Term Loans consist of separate loans with the FHLB of Pittsburgh as follows (dollars in thousands):

        December 31,
    December 31,
  
Interest Rate
  
Maturity
  
2022
    
2021
  
Fixed:
                
  3.86 %
January 3, 2023
     25,000       -  
  4.57 %
February 14, 2023
     18,000       -  
  2.46 %
March 28, 2024
     5,000       5,000  
  1.70 %
August 20, 2024
     5,000       5,000  
 
0.26
%
January 3, 2022
     -      
25,000
  
 
2.08
%
January 6, 2022
     -      
4,725
  
Total term loans
      
$
53,000
    
$
39,725
  



Following are maturities of borrowed funds as of December 31, 2022 (in thousands):

2023
  
$
229,886
  
2024
    
10,000
  
2025
    
-
  
2026
    
-
  
2027
    
-
  
Thereafter
    
17,392
  
Total borrowed funds
  
$
257,278
  

11. EMPLOYEE BENEFIT PLANS

Noncontributory Defined Benefit Pension Plan


The Bank sponsors a trusteed, noncontributory defined benefit pension plan covering substantially all employees and officers hired prior to January 1, 2007. The pension plan calls for benefits to be paid to eligible employees at retirement based primarily upon years of service with the Bank and compensation rates during employment. Upon retirement or other termination of employment, employees can elect either an annuity benefit or a lump sum distribution of vested benefits in the pension plan. The Bank’s funding policy is to make annual contributions, if needed, based upon the funding formula developed by the pension plans’ actuary. The Bank did not make any contributions to the pension plans in 2022, 2021 or 2020.


In lieu of the pension plan, employees with a hire date of January 1, 2007 or later are eligible to receive, after meeting length of service requirements, an annual discretionary 401(k) plan contribution from the Bank equal to a percentage of an employee’s base compensation.  The contribution amount is placed in a separate account within the 401(k) plan and is subject to a vesting requirement. Contributions by the Company totaled $300,000, $290,000 and $212,0000 for 2022, 2021 and 2020, respectively.

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Index

The following table sets forth the obligation and funded status of the pension plan as of December 31 (in thousands):

 
2022
    
2021
Change in benefit obligation
            
Benefit obligation at beginning of year
  
$
13,123
    
$
14,020
  
Service cost
    
356
      
380
  
Interest cost
    
275
      
270
  
Actuarial (Gain) / Loss
    
(3,230
)
    
(438
)
Settlement gain
    
(37
)
    
(17
)
Benefits paid
    
(1,163
)
    
(1,092
)
Benefit obligation at end of year
    
9,324
      
13,123
  
Change in plan assets
                
Fair value of plan assets at beginning of year
    
13,916
      
13,247
  
Actual return (loss) on plan assets
    
(1,418
)
    
1,761
  
Employer contribution
    
-
      
-
  
Benefits paid
    
(1,163
)
    
(1,092
)
Fair value of plan assets at end of year
    
11,335
      
13,916
  
Funded status
  
$
2,011
    
$
793
  



Amounts not yet recognized as a component of net periodic pension cost as of December 31 (in thousands):

Amounts recognized in accumulated other comprehensive loss consists of:
  
2022
    
2021
  
Net loss
  
$
1,336
    
$
2,491
  
Prior service cost
    
-
      
-
Total
  
$
1,336
    
$
2,491
  



The accumulated benefit obligation for the defined benefit pension plan was $9,324,000 and $13,123,000 at December 31, 2022 and 2021 respectively.


The components of net periodic benefit costs for the years ended December 31 are as follows (in thousands):


   
2022
    
2021
    
2020
  
Service cost
  
$
356
    
$
380
    
$
330
  
Interest cost
    
275
      
270
      
332
  
Return on plan assets
    
(935
)
    
(895
)
    
(862
)
Settlement loss (gain)
    
144
      
235
      
302
  
Net amortization and deferral
    
96
      
336
      
233
  
Net periodic benefit (income) cost
  
$
(64
)
  
$
326
    
$
335
  



The estimated net loss that will be amortized from accumulated other comprehensive loss into the net periodic benefit cost (income) in 2023 is $28,000.


The weighted-average assumptions used to determine benefit obligations at December 31, 2022 and 2021 is summarized in the following table. The change in the discount rate is the primary driver of the actuarial gain that occurred in 2022 of $3,230,000.


   
2022
    
2021
  
Discount rate
    
4.75
%
    
2.25
%
Rate of compensation increase
    
3.00
%
    
3.00
%

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Index

The weighted-average assumptions used to determine net periodic benefit cost (income) for the year ended December 31, 2022, 2021 and 2020 is summarized in the following table.


   
2022
    
2021
    
2020
  
Discount rate FCCB Plan
    
2.25
%
    
2.00
%
    
2.75
%
Expected long-term return on plan assets
    
7.00
%
    
7.00
%
    
7.00
%
Rate of compensation increase
    
3.00
%
    
3.00
%
    
3.00
%



The long-term rate of return on plan assets gives consideration to returns currently being earned on plan assets as well as future rates expected to be earned.  The investment objective is to maximize total return consistent with the interests of the participants and beneficiaries, and prudent investment management.  The allocation of the pension plan assets is determined on the basis of sound economic principles and is continually reviewed in light of changes in market conditions.  Asset allocation favors equity securities, with a target allocation of 50-70%.  The target allocation for debt securities is 30-50%.  At December 31, 2022, the pension plan had a sufficient cash and money market position in order to re-allocate the equity portfolio for diversification purposes and reduce risk in the total portfolio.  The following table sets forth by level, within the fair value hierarchy as defined in footnote 19, the Plan’s assets at fair value as of December 31, 2022 and 2021 (dollars in thousands):
2022
  
Level I
    
Level II
    
Level III
    
Total
    
Allocation
  
Cash and cash equivalents
  
$
431
    
$
-
    
$
-
    
$
431
      
3.8
%
Equity Securities
    
5,391
      
-
      
-
      
5,391
      
47.6
%
Mutual Funds and ETF’s
    
3,322
      
-
      
-
      
3,322
      
29.3
%
Corporate Bonds
    
-
      
2,143
      
-
      
2,143
      
18.9
%
U.S. Agency Securities
     -       48       -       48       0.4 %
Total
  
$
9,144
    
$
2,191
    
$
-
    
$
11,335
      
100.0
%

2021
  
Level I
    
Level II
    
Level III
    
Total
    
Allocation
  
Cash and cash equivalents
  
$
188
    
$
-
    
$
-
    
$
188
      
1.4
%
Equity Securities
    
6,291
      
-
      
-
      
6,291
      
45.2
%
Mutual Funds and ETF’s
    
5,246
      
-
      
-
      
5,246
      
37.7
%
Corporate Bonds
    
-
      
2,191
      
-
      
2,191
      
15.7
%
Total
  
$
11,725
    
$
2,191
    
$
-
    
$
13,916
      
100.0
%



Equity securities include the Company’s common stock in the amounts of $876,000 (7.7% of total plan assets) and $686,000 (4.9% of total plan assets) at December 31, 2022 and 2021, respectively.


The Bank does not expect to make a contribution to its pension plan in 2023.  Expected future benefit payments that the Bank estimates from its pension plan are as follows (in thousands):


2023
  
$
143
  
2024
    
712
  
2025
    
1,029
  
2026
    
1,860
  
2027
    
1,186
  
2028 - 2032
    
4,284
  

Defined Contribution Plan


The Company sponsors a voluntary 401(k) savings plan which eligible employees can elect to contribute up to the maximum amount allowable not to exceed the limits of IRS Code Sections 401(k).  Under the plan, the Company also makes required contributions on behalf of the eligible employees.  The Company’s contributions vest immediately.  Contributions by the Company totaled $623,000, $563,000 and $518,000 for 2022, 2021 and 2020, respectively.

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Index
Directors’ Deferred Compensation Plan


The Company’s directors may elect to defer all or portions of their fees until their retirement or termination from service.  Amounts deferred under the deferred compensation plan earn interest based upon the highest current rate offered to certificate of deposit customers.  Amounts deferred under the deferred compensation plan are not guaranteed and represent a general liability of the Company.  As of December 31, 2022 and 2021, an obligation of $580,000 and $587,000, respectively, was included in other liabilities for this plan in the Consolidated Balance Sheet. Amounts included in interest expense on the deferred amounts totaled $11,000, $6,000 and $8,000 for the years ended December 31, 2022, 2021 and 2020, respectively.

Restricted Stock Plan


The Company maintains a Restricted Stock Plan (the Plan) whereby employees and non-employee corporate directors are eligible to receive awards of restricted stock based upon performance related requirements.  Awards granted under the Plan are in the form of the Company’s common stock and maybe subject to certain vesting requirements including in the case of employees, continuous employment or service with the Company.  In April 2016, the Company’s stockholder authorized a total of 150,000 shares of the Company’s common stock to be made available under the Plan. As of December 31, 2022, 116,058 shares remain available to be issued under the Plan. The Plan assists the Company in attracting, retaining and motivating employees to make substantial contributions to the success of the Company and to increase the emphasis on the use of equity as a key component of compensation. The following table details the vesting, awarding and forfeiting of unearned restricted shares during 2022:


 
2022
  
   
Shares
    
Weighted
Average
Market Price
  
Outstanding, beginning of year
    
6,954
    
$
58.51
  
Granted
    
3,333
      
68.69
  
Forfeited
    
(362
)
    
62.35
  
Vested
    
(3,303
)
    
58.09
  
Outstanding, end of year
    
6,622
    
$
63.63
  



Compensation cost related to restricted stock is recognized based on the market price of the stock at the grant date over the vesting period.  Compensation expense related to restricted stock was $279,000, $318,000 and $333,000 for the years ended December 31, 2022, 2021 and 2020, respectively. The per share weighted-average grant-date fair value of restricted shares granted during 2022, 2021 and 2020 was $68.69, $60.73 and $50.89, respectively.  At December 31, 2022, the total compensation cost related to nonvested awards that has not yet been recognized was $421,000, which is expected to be recognized over the next 3 years.

Supplemental Executive Retirement Plan


The Company maintains a non-qualified supplemental executive retirement plan (“SERP”) for certain executives to compensate those executive participants in the Company’s noncontributory defined benefit pension plan whose benefits are limited by compensation limitations under current tax law.  At December 31, 2022 and 2021, an obligation of $2,706,000 and $2,509,000, respectively, for the SERP was included in other liabilities in the Consolidated Balance Sheet.  Expenses related to the SERP totaled $240,000, $473,000 and $107,000 for the years ended December 31, 2022, 2021 and 2020, respectively. Benefit payments for 2022, 2021 and 2020 were $42,000, $42,000 and $32,000, respectively.

Deferred Compensation Plan


The Company in 2018 initiated a non-qualified executive deferred compensation plan for eligible employees designated by the Board of Directors.  At December 31, 2022 and 2021, an obligation of $1,235,000 and $940,000, respectively, was included in other liabilities for the deferred compensation plan in the Consolidated Balance Sheet.  Expenses related to the deferred compensation plan totaled $296,000, $309,000 and $230,000 for the years ended December 31, 2022, 2021 and 2020, respectively. There were no benefit payments in 2022, 2021 or 2020.

86
Index
Salary Continuation Plan


The Company maintains a salary continuation plan for certain employees acquired through the acquisition of the FNB.  At December 31, 2022 and 2021 an obligation of $617,000 and $646,000, respectively, was included in other liabilities for this plan in the Consolidated Balance Sheet.  Expenses related to the salary continuation plan totaled $47,000, $49,000 and $51,000 for the years ended December 31, 2022, 2021 and 2020, respectively. Benefit payments related to the salary continuation plan totaled $76,000, $76,000, and $68,000 for the years ended December 31, 2022, 2021 and 2020, respectively

Continuation of Life Insurance Plan


The Company, as part of the acquisition of FNB, has promised a continuation of life insurance coverage to certain persons post-retirement. GAAP requires the recording of post-retirement costs and a liability equal to the present value of the cost of post-retirement insurance during the person’s term of service. The estimated present value of future benefits to be paid totaled $660,000 and $696,000 at December 31, 2022 and 2021, respectively, which is included in other liabilities in the Consolidated Balance Sheet. (Benefits)/Expenses for the plan totaled ($36,000), $9,000 and $2,600 for the years ended December 31, 2022, 2021 and 2020, respectively.

12. INCOME TAXES


The provision for income taxes consists of the following (in thousands):

 
Year Ended December 31,
  
   
2022
    
2021
    
2020
  
Currently payable
  
$
6,471
    
$
5,510
    
$
4,896
  
Deferred tax liability (asset)
    
(36
)
    
689
      
367
  
Provision for income taxes
  
$
6,435
    
$
6,199
    
$
5,263
  

87
Index

The following temporary differences gave rise to the net deferred tax asset and liabilities at December 31, 2022 and 2021, respectively (in thousands):

   
2022
    
2021
  
Deferred tax assets:  

     

   
Allowance for loan losses
  
$
4,581
    
$
4,712
  
Deferred compensation
    
559
      
491
  
Merger & acquisition costs
    
1
      
1
  
Allowance for losses on available-for-sale securities
    
9
      
4
  
Pension and other retirement obligation
    
146
      
360
  
Interest on non-accrual loans
    
974
      
795
  
Incentive plan accruals
    
503
      
536
  
Other real estate owned
    
32
      
16
  
Unrealized losses on available-for-sale securities
     9,972       -  
Low income housing tax credits
    
138
      
137
  
NOL carry forward
    
1,134
      
1,226
  
Right of use asset
    
1,053
      
686
  
Accrued vacation
    
157
      
168
  
Other
    
164
      
159
  
Total
  
$
19,423
    
$
9,291
  
                 
Deferred tax liabilities:
                
Premises and equipment
  
$
(492
)
  
$
(559
)
Investment securities accretion
    
(240
)
    
(90
)
Loan fees and costs
    
(685
)
    
(644
)
Goodwill and core deposit intangibles
    
(2,332
)
    
(2,309
)
Mortgage servicing rights
    
(205
)
    
(246
)
Unrealized gains on available-for-sale securities
    
-
      
(81
)
Unrealized gains on equity securities
     (16 )     (61 )
 Unrealized gains on interest rate swap     (1,443 )     (401 )
Right of use asset
    
(1,047
)
    
(685
)
Other
    
(77
)
    
(133
)
Total
    
(6,537
)
    
(5,209
)
Deferred tax (liability) asset, net
  
$
12,886
    
$
4,082
  



No valuation allowance was established at December 31, 2022 and 2021, due to the Company’s ability to carryback to taxes paid in previous years and certain tax strategies, coupled with the anticipated future taxable income as evidenced by the Company’s earnings potential.


The total provision for income taxes is different from that computed at the statutory rates due to the following items (dollars in thousands):

 
Year Ended December 31,
  
   
2022
    
2021
    
2020
  
Provision at statutory rates on pre-tax income
  
$
7,450
    
$
7,413
    
$
6,377
  
Effect of tax-exempt income
    
(835
)
    
(764
)
    
(936
)
Low income housing tax credits
    
(141
)
    
(141
)
    
(141
)
Bank owned life insurance
    
(179
)
    
(384
)
    
(146
)
Nondeductible interest
    
74
      
44
      
44
  
Nondeductible merger and acquisition expenses
    
61
      
-
      
32
  
Other items
    
5
      
31
      
33
  
Provision for income taxes
  
$
6,435
    
$
6,199
    
$
5,263
  
Statutory tax rates
    
21
%
    
21
%
    
21
%
Effective tax rates
    
18.1
%
    
17.6
%
    
17.3
%



The Company 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 percent 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 exception, the Company’s federal and state income tax returns for taxable years through 2018 have been closed for purposes of examination by the federal and state taxing authorities.

88
Index
Investments in Qualified Affordable Housing Projects


As of December 31, 2022 and 2021, the Company was invested in seven and five partnerships, respectively, that provide affordable housing. The balance of the investments, which is included within other assets in the Consolidated Balance Sheet, was $1,304,000 and $288,000 as of December 31, 2022 and 2021, respectively. Investments purchased prior to January 1, 2015, are accounted for utilizing the effective yield method. During 2022, the Company entered into two additional partnerships that are expected to generate tax credits of $6,660,000 that will be utilized over the next thirteen years. During 2021, the Company entered into one additional partnership that is expected to generate tax credits of $2,951,000 that will be utilized over the next eleven years. Tax credits of $141,000 were recognized as a reduction of tax expense during 2022, 2021 and 2020. Included within other expenses on the Consolidated Statement of Income was $108,000 of amortization of the investments in qualified affordable housing projects for 2022, 2021 and 2020, respectively.

13. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME


The components of accumulated other comprehensive income (loss), net of tax, as of December 31, were as follows (in thousands):

 
2022
    
2021
  
Net unrealized gain on securities available for sale
  
$
(47,487
)
  
$
385
  
Tax effect
    
9,973
      
(81
)
Net -of-tax amount
    
(37,514
)
    
304
  
                 
Unrealized loss on interest rate swap
    
6,873
      
1,910
  
Tax effect
    
1,444
      
401
  
Net -of-tax amount
    
5,429
      
1,509
  
                 
Unrecognized pension costs
    
(1,336
)
    
(2,491
)
Tax effect
    
280
      
523
  
Net -of-tax amount
    
(1,056
)
    
(1,968
)
                 
Total accumulated other comprehensive loss
  
$
(33,141
)
  
$
(155
)

89
Index

The following tables present the changes in accumulated other comprehensive income (loss) by component net of tax for the years ended December 31, 2022, 2021 and 2020 (in thousands):

 
Unrealized gain
(loss) on
available for sale
securities (a)
    
Unrealized
gain (loss) on
interest rate
swap (a)
    
Defined Benefit
Pension
Items (a)
    
Total
  
Balance as of December 31, 2019
  
$
2,290
    
$
-
    
$
(2,919
)
  
$
(629
)
Other comprehensive income (loss) before reclassifications (net of tax)
    
4,008
      
4
      
(727
)
    
3,285
  
Amounts reclassified from accumulated other comprehensive income (loss) (net of tax)
    
(240
)
    
(13
)
    
184
      
(69
)
Net current period other comprehensive income (loss)
    
3,768
      
(9
)
    
(543
)
    
3,216
  
Balance as of December 31, 2020
  
$
6,058
    
$
(9
)
  
$
(3,462
)
  
$
2,587
  
                                 
Balance as of December 31, 2020
  
$
6,058
    
$
(9
)
  
$
(3,462
)
  
$
2,587
  
Other comprehensive income (loss) before reclassifications (net of tax)
    
(5,586
)
    
1,403
      
1,229
      
(2,954
)
Amounts reclassified from accumulated other comprehensive income (loss) (net of tax)
    
(168
)
    
115
      
265
      
212
  
Net current period other comprehensive income (loss)
    
(5,754
)
    
1,518
      
1,494
      
(2,742
)
Balance as of December 31, 2021
  
$
304
    
$
1,509
    
$
(1,968
)
  
$
(155
)
                                 
Balance as of December 31, 2021
  
$
304
    
$
1,509
    
$
(1,968
)
  
$
(155
)
Other comprehensive income (loss) before reclassifications (net of tax)
    
(37,829
)
    
4,034
      
836
      
(32,959
)
Amounts reclassified from accumulated other comprehensive income (loss) (net of tax)
    
11
      
(114
)
    
76
      
(27
)
Net current period other comprehensive income (loss)
    
(37,818
)
    
3,920
      
912
      
(32,986
)
Balance as of December 31, 2022
  
$
(37,514
)
  
$
5,429
    
$
(1,056
)
  
$
(33,141
)
                                 
(a) Amounts in parentheses indicate debits
                                


The following table presents the significant amounts reclassified out of each component of accumulated other comprehensive loss for the years ended December 31, 2022, 2021 and 2020 (in thousands):

Details about accumulated other comprehensive income (loss)
  
Amount reclassified from accumulated
comprehensive income (loss) (a)
  
Affected line item in the Consolidated
Statement of Income
   
December 31,
    
   
2022
    
2021
    
2020
    
Unrealized gains and losses on available for sale securities
                             
   
$
(14
)
  
$
212
    
$
305
  
Available for sale securities (losses) gains, net
     
3
      
(44
)
    
(65
)
Provision for income taxes
   
$
(11
)
  
$
168
    
$
240
   Net of tax

                                     
Unrealized gain (loss) on interest rate swap   $ 145     $ (147 )   $ 18   Interest expense
      (31 )     32       (5 ) Provision for income taxes
    $ 114     $ (115 )   $ 13   Net of tax
                                  
Defined benefit pension items
                                         
   
$
(96
)
  
$
(336
)
  
$
(233
)
Other expenses
     
20
      
71
      
49
  
Provision for income taxes
   
$
(76
)
  
$
(265
)
  
$
(184
)
 Net of tax
Total reclassifications
  
$
27
    
$
(212
)
  
$
69
    
(a) Amounts in parentheses indicate debits to net income
                                

14. RELATED PARTY TRANSACTIONS


Certain executive officers and directors of the Company, or companies in which they have 10 percent or more beneficial ownership, were indebted to the Bank. A summary of loan activity for the years ended December 31, 2022 and 2021 with officers, directors, stockholders and associates of such persons is listed below (in thousands):

 
Year Ended December 31,
  
   
2022
    
2021
  
Balance, beginning of year
  
$
11,680
    
$
12,970
  
New loans
    
5,199
      
5,341
  
Repayments
    
(7,287
)
    
(6,631
)
Balance, end of year
  
$
9,592
    
$
11,680
  

90
Index
15. REGULATORY MATTERS

Dividend Restrictions:


The approval of the Federal Reserve Board (FRB) is required for the Bank to pay dividends to the Company if the total of all dividends declared in any calendar year exceeds the Bank’s net income (as defined) for that year combined with its retained net income for the preceding two calendar years. Under this formula, the Bank can declare dividends in 2023 without approval of the FRB or Pennsylvania Department of Banking of approximately $42,879,000, plus the Bank’s 2023 year-to-date net income at the time of the dividend declaration.

Loans:


The Bank is subject to regulatory restrictions which limit its ability to loan funds to the Company.  At December 31, 2022, the Bank’s regulatory lending limit amounted to approximately $33,407,000.

Regulatory Capital Requirements:


Federal regulations require the Bank to maintain minimum amounts of capital. Specifically, the Bank is required to maintain certain minimum dollar amounts and ratios of Total, Tier I and Common Equity Tier I capital to risk-weighted assets and of Tier I capital to average total assets.


In addition to the capital requirements, the Federal Deposit Insurance Corporation Improvement Act (FDICIA) established five capital categories ranging from “well capitalized” to “critically under-capitalized.” Should any institution fail to meet the requirements to be considered “adequately capitalized”, it would become subject to a series of increasingly restrictive regulatory actions.


As permitted by applicable federal regulation, the Bank has opted to use the community bank leverage ratio (the “CBLR”) framework for determining its capital adequacy.  Under the CBLR framework a qualifying community bank is considered well-capitalized if its leverage ratio (Tier 1 capital divided by average total consolidated assets) exceeds 9%. Following the passage of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act in response to the COVID-19 pandemic, the federal banking regulators revised the CBLR framework as follows: (i) beginning in the second quarter of 2020, a qualifying community bank need only have a leverage ratio of at least 8%, subject to the other qualifying requirements, and (ii) if a qualifying community bank’s leverage ratio falls below 8%, then it will have two calendar quarters to maintain a leverage ratio of 7% or greater.  These revisions under the CARES Act are effective April 23, 2020 and will terminate upon the earlier of the termination of the national emergency related to COVID-19 or December 31, 2020.  Following such termination there is a grace period for returning to the 9% CBLR threshold.  The CBLR will be set at 8% for the remainder of 2020, 8.5% for 2021, and 9% thereafter.  The grace period is also adjusted to account for the graduating increase. As a result, in 2020 and 2021, a qualifying community bank utilizing the grace period must maintain a CBLR of at least 7% and 7.5%, respectively. Thereafter, a qualifying community bank utilizing the grace period must maintain a CBLR of at least 8%. If a qualifying community bank fails to maintain the applicable minimum CBLR during the grace period, or if it is unable to restore compliance with the CBLR within the grace period, then it will revert to the Basel III capital framework and the normal Prompt Corrective Action capital categories will apply. At December 31, 2021, the Bank was considered “well-capitalized” under the CBLR framework, with a leverage ratio of 8.94%. At December 31, 2022, the Bank leverage ratio under the CBLR framework was 8.77%, which is less than 9.0% requirement to be considered “well-capitalized”  under the CBLR. As such, as of December 31, 2022, and going forward, the Bank reverted to the prompt corrective action framework and will no  longer utilize the CBLR framework. The following table provides the Bank’s computed risk‑based capital ratios as of December 31, 2022, which reflects the Bank being well capitalized on that date (dollars in thousands):


   
Actual
    
For Capital Adequacy Purposes
    
To Be Well Capitalized Under
Prompt Corrective Action Provisions
  
2022
  
Amount
    
Ratio
    
Amount
    
Ratio
    
Amount
    
Ratio
  
Total Capital (to Risk Weighted Assets):
  
Company
  
$
238,966
      
12.87
%
  
$
148,567
      
8.00
%
  
$
185,709
      
10.00
%
  Bank
  
$
222,714
      
12.01
%
  
$
148,348
      
8.00
%
  
$
185,435
      
10.00
%
                                                 
Tier 1 Capital (to Risk Weighted Assets):
  
Company
  
$
210,250
      
11.32
%
  
$
111,425
      
6.00
%
  
$
148,567
      
8.00
%
  Bank
  
$
203,998
      
11.00
%
  
$
111,261
      
6.00
%
  
$
148,348
      
8.00
%
                                                 
Common Equity Tier 1 Capital (to Risk Weighted Assets):
  
Company
  
$
202,750
      
10.92
%
  
$
83,569
      
4.50
%
  
$
120,711
      
6.50
%
  Bank
  
$
203,998
      
11.00
%
  
$
83,446
      
4.50
%
  
$
120,533
      
6.50
%
                                                 
Tier 1 Capital (to Average Assets):
  
Company
  
$
210,250
      
9.03
%
  
$
93,161
      
4.00
%
  
$
116,451
      
5.00
%
  Bank
  
$
203,998
      
8.77
%
  
$
93,075
      
4.00
%
  
$
116,344
      
5.00
%

91
Index
16. COMMITMENTS, CONTINGENT LIABILITIES, RISKS AND UNCERTAINTIES


The Company 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 and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate or liquidity risk in excess of the amount recognized in the consolidated balance sheet.

Credit Extension Commitments


The Company’s exposure to credit loss from nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Financial instruments, whose contract amounts represent credit risk at December 31, 2022 and 2021, are as follows (in thousands):

 
2022
    
2021
  
Commitments to extend credit
  
$
437,449
    
$
275,998
  
Standby letters of credit
    
15,972
      
17,083
  
   
$
453,421
    
$
293,081
  



Commitments to extend credit are legally binding agreements to lend to customers. Commitments generally have fixed expiration dates or other termination clauses and may require payment of fees. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future liquidity requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Company on extension of credit is based on management’s credit assessment of the counter party.


Standby letters of credit are conditional commitments issued by the Company to guarantee a financial agreement between a customer and a third party.  Performance letters of credit represent conditional commitments issued by the Bank to guarantee the performance of a customer to a third party.  These instruments are issued primarily to support bid or performance related contracts.  The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management.  Fees earned from the issuance of these letters are recognized during the coverage period.  For secured letters of credit, the collateral is typically Bank deposit instruments or customer business assets.


The Company also offers limited overdraft protection as a non-contractual courtesy which is available to demand deposit accounts in good standing for business, personal or household use.  The non-contractual amount of financial instruments with off-balance sheet risk at December 31, 2022 was $12,232,000.  The Company reserves the right to discontinue this service without prior notice.

92
Index
Legal and Regulatory Proceedings


In the ordinary course of business, the Company is subject to legal proceedings, including claims, litigation, investigations and administrative proceedings, all of which are considered incidental to the normal conduct of business. Litigation may relate to lending, deposit and other customer relationships, vendor and contractual issues, employee matters, intellectual property matters, personal injuries and torts, regulatory and legal compliance, and other matters. The Company believes it has substantial defenses to the claims asserted against it in its currently outstanding legal proceedings and, with respect to such legal proceedings, intends to defend itself vigorously.


The Company assesses its liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably estimated, the Company records a liability in its consolidated financial statements. These legal reserves may be increased or decreased to reflect any relevant developments. Where a loss is not probable or the amount of a probable loss is not reasonably estimable, the Company does not accrue legal reserves. Additionally, for those matters where a loss is reasonably possible and the amount of loss is reasonably estimable, the Company estimates the amount of losses that it could incur beyond the accrued legal reserves. Under U.S. GAAP, an event is “reasonably possible” if “the chance of the future event or events occurring is more than remote but less than likely” and an event is “remote” if “the chance of the future event or events occurring is slight.”


While the outcome of legal proceedings and the timing of the ultimate resolution are inherently difficult to predict, based on information currently available, advice of counsel and available insurance coverage, the Company believes that it has established adequate legal reserves. Further, based upon available information, the Company is of the opinion that these legal proceedings, individually or in the aggregate, will not have a material adverse effect on the Company’s financial condition or results of operations. However, in the event of unexpected future developments, it is reasonably possible that an adverse outcome in any of the matters discussed above could be material to the Company’s business, consolidated financial position, results of operations or cash flows for any particular reporting period of occurrence.

93
Index
17. DERIVATIVE FINANCIAL INSTRUMENTS


The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to certain variable rate borrowings.

Cash Flow Hedges of Interest Rate Risk


The Company’s objectives in using interest rate derivatives are to add stability to interest income and expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company has entered into interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed interest payments. As of December 31, 2022 and 2021, the Company had six interest rate swaps with a notional of $50.5 million associated with the Company’s cash outflows associated with various floating-rate amounts.


For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings), net of tax, and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. The Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. The Company did not recognize any hedge ineffectiveness in earnings during the periods ended December 31, 2022 and 2021. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate liabilities. During the twelve months ending December 31, 2023, the Company estimates that no amount will be reclassified as an increase in interest expense.

Customer Swaps


The Company also enters into derivative contracts, which consist of interest rate swaps, to facilitate the needs of customers desiring to manage interest rate risk. These swaps are not designated as accounting hedges under ASC 815, Derivatives and Hedging. In order to economically hedge the interest rate risk associated with offering this product, the Company simultaneously enters into derivative contracts with third parties to offset the customer contracts, such that the Company minimizes its net risk exposure resulting from such transactions. The derivative contracts are structured such that the notional amounts decrease over time to generally match the expected amortization of the underlying loans. These derivatives are not speculative and arise from a service provided to customers. The Company utilizes a loan hedging program to accommodate clients preferring a fixed rate loan. The loan documents include an addendum with a zero premium collar. The zero premium collar is a cap and floor at the same interest rate, resulting in a fixed rate to the borrower. To hedge this embedded option, the Company enters into a dealer facing trade exactly mirroring the terms of the loan addendum. At December 31, 2022, the Company had interest rate swaps related to this program with an aggregate notional amount of $71.8 million.

Counterparty Credit Risk


As a result of its derivative contracts, the Company is exposed to credit risk. Specifically, approved counterparties and exposure limits are defined. On at least an annual basis, the customer derivative contracts and related counterparties are evaluated for credit risk with an adjustment made to the contracts fair value. In accordance with the interest rate agreements with derivative dealers, the Company may be required to post margin to these counterparties. At December 31, 2022, the Company has required collateral with certain of its derivative counterparties in the amount of $13.9 million and was not holding collateral of any derivative counterparties.

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The following table reflects the estimated fair value positions of derivative contracts as of December 31, 2022 and 2021:

Derivatives designated as hedging instruments under ASC 815 (in thousands):

                       
Fair Value
December 31,
  
Third party interest rate swaps
Balance Sheet Location
  
Notional
Amount
  
Interest rate
Paid
Interest rate
Received
  
2022
    
2021
  
Maturing in 2025
other assets/(other liabilities)
  
$
15,000
  
Fixed - 0.57%
3-Month Libor
  
$
1,269
    
$
291
Maturing in 2027
other assets/(other liabilities)
    
10,000
  
Fixed - 0.65%
3-Month Libor
    
1,324
      
361
Maturing in 2027
other assets/(other liabilities)
    
7,500
  
Fixed - 3.57%
3-Month Libor + 280
    
995
      
239
Maturing in 2027
other assets/(other liabilities)
    
6,000
  
Fixed - 0.61%
3-Month Libor
    
822
      
244
  
Maturing in 2029
other assets/(other liabilities)
    
6,000
  
Fixed - 0.72%
3-Month Libor
    
1,065
      
329
  
Maturing in 2032
other assets/(other liabilities)
    
6,000
  
Fixed - 0.82%
3-Month Libor
    
1,398
      
446
  
       
$
50,500
          
$
6,873
    
$
1,910

Derivatives not designated as hedging instruments under ASC 815 (in thousands):


    
December 31, 2022
    
December 31, 2021
  
Interest Rate Products
Balance Sheet Location
  
Notional Amount
    
Fair Value
    
Notional Amount
    
Fair Value
  
Zero Premium Collar
other assets/(other liabilities)
  
$
71,776
    
$
(9,726
)
  
$
67,375
    
$
(1,817
)
Zero Premium Collar
other assets/(other liabilities)
  
$
-
    
$
-
    
$
19,938
    
$
284
  
 
 
                                
Dealer Offset to Zero Premium Collar
other assets/(other liabilities)
  
$
71,776
    
$
9,726
    
$
67,375
    
$
1,817
  
Dealer Offset to Zero Premium Collar
other assets/(other liabilities)
  
$
-
    
$
-
    
$
19,938
    
$
(284
)


The following table presents the effect of the Company’s cash flow hedge accounting on Accumulated Other Comprehensive Income for the years ended December 31, 2022 and 2021 (in thousands):

The Effect of Fair Value and Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income
  
   
Amount of (Loss) Gain Recognized in OCI on
Derivatives
  
 Location of Gain
Reclassified from
Accumulated OCI
 into Income
  
Amount of (loss) gain reclassified
from Accumulated OCI into income
  
   
Year Ended December 31,
    
Year Ended December 31,
  
Derivatives in Hedging relationships
  
2022
    
2021
    
2022
    
2021
  
Interest rate Products
  
$
4,963
    
$
1,920
  
Interest Expense
  
$
145
    
$
(147
)

18. LEASES


A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. On January 1, 2019, the Company adopted ASU No. 2016-02 “Leases” (Topic 842) and all subsequent ASUs that modified Topic 842. For the Company, Topic 842 primarily affected the accounting treatment for operating lease agreements in which the Company is the lessee.


Lessee Accounting


Substantially all of the leases in which the Company is the lessee are comprised of real estate property for branches with terms extending through 2037. All of the Company’s leases are classified as operating leases, and therefore, were previously not recognized on the Company’s Consolidated Balance Sheet. With the adoption of Topic 842, operating lease agreements are required to be recognized on the consolidated statements of condition as right-of-use (“ROU”) assets and corresponding lease liabilities.


The following table represents the Consolidated Balance Sheet classification of the Company’s ROU assets and lease liabilities (in thousands). The Company elected not to include short-term leases (i.e., leases with initial terms of twelve months or less), on the Consolidated Balance Sheet.

 
Balance at December 31,
    
Lease Type
  
2022
    
2021
  
Affected line item on the Consolidated Balance Sheet
Right of Use Assets
                
Operating
  
$
4,987
    
$
3,264
  
Other Assets
                      
Lease Liabilities:
                    
Operating
  
$
5,016
    
$
3,266
  
Other Liabilities


The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. Regarding the discount rate, Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term. For operating leases existing prior to January 1, 2019, the rate for the remaining lease term as of January 1, 2019 was used. The following table displays the weighted average remaining lease term and the weighted average discount rate for the Company’s operating leases outstanding as of December 31, 2022:

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Operating
  
Weighted average term (years)
    
8.92
  
Weighted average discount rate
    
3.06
%


The following table represents lease costs and other lease information for the years ended December 31, 2022, 2021, and 2020, respectively (in thousands). As the Company elected not to separate lease and non-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as common area maintenance and utilities.

 
December 31,
  
Lease Cost
  
2022
   
2021
   
2020
 
Operating lease cost
  
$
728
    
$
676
    
$
571
  
Variable lease cost
    
64
      
63
      
50
  
Total lease cost
  
$
792
    
$
739
    
$
621
  


Future minimum payments for operating leases with initial or remaining terms of one year or more as of December 31, 2022 along with a reconciliation to the discounted amount recorded on the December 31, 2022 Consolidated Balance Sheet (in thousands):

Undiscounted cash flows due within
  
Operating
  
2023
    
847
  
2024
    
760
  
2025
    
706
  
2026
    
642
  
2027
    
635
  
2028 and thereafter
    
2,354
  
Total undiscounted cash flows
    
5,944
  
Impact of present value discount
    
(928
)
Amount reported on balance sheet
  
$
5,016
  

19. FAIR VALUE OF FINANCIAL INSTRUMENTS


The Company established a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring assets and liabilities at fair value. The three broad levels defined by this hierarchy are as follows:

Level I:
Quoted prices are available in active markets for identical assets or liabilities as of the reported date.
   
Level II:
Pricing inputs are other than 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, the parameters 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 judgment or estimation.


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

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

Assets and Liabilities Required to be Measured at Fair Value on a Recurring Basis


The fair values of equity securities and securities available for sale are determined by quoted prices in active markets, when available, and classified as Level I. If quoted market prices are not available, the fair value is determined by a matrix pricing, which is a mathematical technique, widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities and classified as Level II. The fair values consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.


The following tables present the assets reported on the consolidated balance sheet at their fair value on a recurring basis as of December 31, 2022 and 2021 (in thousands) 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.

2022
  
Level I
    
Level II
    
Level III
    
Total
  
Fair value measurements on a recurring basis:
                        
Assets
                        
Equity securities
  
$
2,208
    
$
-
    
$
-
    
$
2,208
  
Available for sale securities:
                                
U.S. Agency securities
    
-
      
70,677
      
-
      
70,677
  
U.S. Treasuries securities
    
148,570
      
-
      
-
      
148,570
  
Obligations of state and political subdivisions
    
-
      
110,300
      
-
      
110,300
  
Corporate obligations
    
-
      
9,383
      
-
      
9,383
  
Mortgage-backed securities in government sponsored entities
    
-
      
100,576
      
-
      
100,576
  
Other Assets
                                
Derivative instruments
    
-
      
16,599
      
-
      
16,599
  
Liabilities
                                
Derivative instruments
    
-
      
(9,726
)
    
-
      
(9,726
)

2021
  
Level I
    
Level II
    
Level III
    
Total
  
Fair value measurements on a recurring basis:
                        
Assets
                        
Equity securities
  
$
2,270
    
$
-
    
$
-
    
$
2,270
  
Available for sale securities:
                                
U.S. Agency securities
    
-
      
73,945
      
-
      
73,945
  
U.S. Treasuries securities
    
115,347
      
-
      
-
      
115,347
  
Obligations of state and political subdivisions
    
-
      
112,021
      
-
      
112,021
  
Corporate obligations
    
-
      
10,333
      
-
      
10,333
  
Mortgage-backed securities in government sponsored entities
    
-
      
100,756
      
-
      
100,756
  
Other Assets
                               
Derivative instruments
     -       4,011       -       4,011  
Liabilities
                               
Derivative instruments
     -       (2,101 )     -       (2,101 )

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Financial Instruments, Non-Financial Assets and Non-Financial Liabilities Recorded at Fair Value on a Nonrecurring Basis


The Company may be required, from time to time, to measure certain financial assets, financial liabilities, non-financial assets and non-financial liabilities at fair value on a nonrecurring basis in accordance with U.S. generally accepted accounting principles. These include assets that are measured at the lower of cost or market value that were recognized at fair value below cost at the end of the period. Certain non-financial assets measured at fair value on a non-recurring basis include foreclosed assets (upon initial recognition or subsequent impairment), non-financial assets and non-financial liabilities measured at fair value in the second step of a goodwill impairment test, and intangible assets and other non-financial long-lived assets measured at fair value for impairment assessment. Non-financial assets measured at fair value on a non-recurring basis during 2022 and 2021 include certain foreclosed assets which, upon initial recognition, were remeasured and reported at fair value through a charge-off to the allowance for possible loan losses and certain foreclosed assets which, subsequent to their initial recognition, were remeasured at fair value through a write-down included in other non-interest expense.


Assets measured at fair value on a nonrecurring basis as of December 31, 2022 and 2021 (in thousands) are included in the table below:

2022
  
Level I
    
Level II
    
Level III
    
Total
  
Impaired Loans
  
$
-
    
$
-
    
$
496
    
$
496
  
Other real estate owned
    
-
      
-
      
297
      
297
  

2021
  
Level I
    
Level II
    
Level III
    
Total
  
Impaired Loans
  
$
-
    
$
-
    
$
459
    
$
459
  
Other real estate owned
    
-
      
-
      
552
      
552
  

•
Impaired Loans - The Company has measured impairment on impaired loans generally based on the fair value of the loan’s collateral.  Fair value is generally determined based upon independent third-party appraisals of the properties. In some cases, management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed.   Additionally, management makes estimates about expected costs to sell the property which are also included in the net realizable value.  If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level III measurement.  If the fair value of the collateral exceeds the carrying amount of the loan, then the loan is not included in the table above as it is not currently being carried at its fair value. The fair values above excluded estimated selling costs of $50,000 and $47,000 at December 31, 2022 and 2021, respectively.

•
Other Real Estate Owned – OREO is carried at the lower of cost or fair value, less estimated costs to sell, which is measured at the date of foreclosure.  If the fair value of the collateral exceeds the carrying amount of the loan, no charge-off or adjustment is necessary, the loan is not considered to be carried at fair value, and is therefore not included in the table above. If the fair value of the collateral is less than the carrying amount of the loan, management will charge the loan down to its estimated realizable value. The fair value of OREO is based on the appraised value of the property, which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property, and is included in the above table as a Level II measurement.  In some cases, management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed.  In these cases, the loans are categorized in the above table as a Level III measurement since these adjustments are considered to be unobservable inputs. Income and expenses from operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO.

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The following table provides a listing of the significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques (dollars in thousands).

2022
Fair Value
Valuation Technique(s)
Unobservable input
Range
Weighted average
Impaired Loans
496
Appraised Collateral Values
Discount for time since appraisal
0-100%
25.16%
     
Selling costs
8%-10%
8.41%
     
Holding period
6 - 12 months
11.51 months
           
Other real estate owned
297
Appraised Collateral Values
Discount for time since appraisal
20-84%
39.84%

2021
Fair Value
Valuation Technique(s)
Unobservable input
Range
Weighted average
Impaired Loans
459
Appraised Collateral Values
Discount for time since appraisal
0-100%
23.38%
     
Selling costs
8%-10%
8.27%
     
Holding period
6 - 12 months
11.52 months
           
Other real estate owned
552
Appraised Collateral Values
Discount for time since appraisal
20-44%
41.76%

Financial Instruments Not Required to be Measured or Reported at Fair Value


The carrying amount and fair value of the Company’s financial instruments that are not required to be measured or reported at fair value on a recurring basis are as follows (in thousands):

December 31, 2022
  
Carrying
Amount
   
Fair Value
    
Level I
    
Level II
    
Level III
  
Financial assets:
                              
Interest bearing time deposits with other banks
  
$
6,055
    
$
6,055
    
$
-
    
$
-
    
$
6,055
  
Loans held for sale
    
725
      
725
      
-
      
-
      
725
  
Net loans
    
1,706,447
      
1,662,514
      
-
      
-
      
1,662,514
  
                                         
Financial liabilities:
                                        
Deposits
    
1,844,208
      
1,832,037
      
1,566,517
      
-
      
265,520
  
Borrowed funds
    
257,278
      
246,288
      
-
      
-
      
246,288
  

December 31, 2021
  
Carrying
Amount
   
Fair Value
    
Level I
    
Level II
    
Level III
  
Financial assets:
                              
Interest bearing time deposits with other banks
  
$
11,026
    
$
11,026
    
$
-
    
$
-
    
$
11,026
  
Loans held for sale
    
4,554
      
4,554
      
-
      
-
      
4,554
  
Net loans
    
1,424,229
      
1,426,698
      
-
      
-
      
1,426,698
  
                                         
Financial liabilities:
                                        
Deposits
    
1,836,151
      
1,836,179
      
1,506,535
      
-
      
329,644
  
Borrowed funds
    
73,977
      
72,346
      
-
      
-
      
72,346
  


Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument.  These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument.  Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions can significantly affect the estimates.


Estimated fair values have been determined by the Company using historical data, as generally provided in the Company’s regulatory reports, and an estimation methodology suitable for each category of financial instruments. The carrying amounts for cash and cash equivalents, bank owned life insurance, regulatory stock, accrued interest receivable and payable approximate fair value and are considered Level I measurements.

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Index
20. CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY


The following is condensed financial information for Citizens Financial Services, Inc.:

CITIZENS FINANCIAL SERVICES, INC.
  
CONDENSED BALANCE SHEET
  
   
   
December 31,
  
(in thousands)
  
2022
    
2021
  
Assets:
            
Cash
  
$
13,490
    
$
15,046
  
Investments
    
2,116
      
2,150
  
Investment in subsidiary:
    

     
 
First Citizens Community Bank
     200,610       212,057  
Other assets
    
2,291
      
1,297
  
Total assets
  
$
218,507
    
$
230,550
  
                 
Liabilities:
    
     
 
Other liabilities
  
$
968
    
$
679
  
Borrowed funds
    
17,392
      
17,379
  
Total liabilities
    
18,360
      
18,058
  
Stockholders’ equity
    
200,147
      
212,492
  
Total liabilities and stockholders’ equity
  
$
218,507
    
$
230,550
  

CITIZENS FINANCIAL SERVICES, INC.
  
CONDENSED STATEMENT OF INCOME
  
   
Year Ended December 31,
  
(in thousands)
  
2022
    
2021
    
2020
  
Dividends from:
                  
Bank subsidiary
  
$
8,331
    
$
8,994
    
$
16,171
  
Equity securities
    
114
      
104
      
45
  
Interest income
     6       -       -  
Total income
    
8,451
      
9,098
      
16,216
  
Realized securities gains (losses)
    
(219
)
    
284
      
(23
)
Expenses
    
1,307
      
1,008
      
775
  
Income before equity in undistributed earnings of subsidiary
    
6,925
      
8,374
      
15,418
  
Equity in undistributed earnings - First Citizens Community Bank
    
22,135
      
20,744
      
9,685
  
Net income
  
$
29,060
    
$
29,118
    
$
25,103
  
Comprehensive (loss) income
  
$
(3,926
)
  
$
26,376
    
$
28,319
  

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Index
CITIZENS FINANCIAL SERVICES, INC.
  
STATEMENT OF CASH FLOWS
  
   
Year Ended December 31,
  
(in thousands)
  
2022
    
2021
    
2020
  
Cash flows from operating activities:
                  
Net income
  
$
29,060
    
$
29,118
    
$
25,103
  
Adjustments to reconcile net income to net cash provided by operating activities:
                        
Equity in undistributed earnings of subsidiaries
    
(22,135
)
    
(20,744
)
    
(9,685
)
Investment securities losses (gains), net
    
219
      
(284
)
    
23
  
Other, net
    
240
      
543
      
14
  
Net cash provided by operating activities
    
7,384
      
8,633
      
15,455
  
Cash flows from investing activities:
                        
Purchases of equity securities
    
(218
)
    
-
      
(1,339
)
Proceeds from the sale of equity securities
    
33
      
-
      
168
  
Acquisition of Midcoast
    
-
       -       (7,614 )
Net cash used in investing activities
    
(185
)
    
-
      
(8,785
)
Cash flows from financing activities:
                        
Cash dividends paid
    
(7,588
)
    
(7,383
)
    
(6,539
)
Issuance of subordinated debt
     -       9,869       -  
Purchase of treasury stock
    
(1,279
)
    
(1,374
)
    
(2,122
)
Sale of treasury stock to employee stock purchase plan
    
112
      
-
      
126
  
Net cash (used in) provided by financing activities
    
(8,755
)
    
1,112
      
(8,535
)
Net (decrease) increase in cash
    
(1,556
)
    
9,745
      
(1,865
)
Cash at beginning of year
    
15,046
      
5,301
      
7,166
  
Cash at end of year
  
$
13,490
    
$
15,046
    
$
5,301
  

101
Index
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
A material weakness is a significant deficiency (as defined in Public Company Accounting Oversight Board Auditing Standard No. 5), or a combination of significant deficiencies, that results in there being more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by management or employees in the normal course by management or employees in the normal course of performing their assigned functions.
 
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. Management’s assessment did not identify any material weaknesses in the Company’s internal control over financial reporting.
 
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 Internal Control-Integrated Framework.  Because there were no material weaknesses discovered, management believes that, as of December 31, 2022, the Company’s internal control over financial reporting was effective.
 
/s/ Randall E. Black
By: Randall E. Black
Chief Executive Officer and President
(Principal Executive Officer)
Date: March 9, 2023

/s/ Stephen J. Guillaume
By: Stephen J. Guillaume
Chief Financial Officer
(Principal Financial & Accounting Officer)
Date: March 9, 2023

102
Index
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of
Citizens Financial Services, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Citizens Financial Services, Inc. and subsidiaries (the “Company”) as of December 31, 2022 and 2021; the related consolidated statements of income, comprehensive (loss) income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2022; 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

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 and the 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 no such 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 for our 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.

103
Index
Allowance for Loan Losses (ALL)

Description of the Matter

The Company’s loan portfolio totaled $1.7 billion as of December 31, 2022, and the associated ALL was $18.5 million. As discussed in Notes 1 and 5 to the consolidated financial statements, determining the amount of the ALL requires significant judgment about the collectability of loans, which includes an assessment of quantitative factors such as historical loss experience within each risk category of loans and testing of certain commercial loans for impairment. Management applies additional qualitative adjustments to reflect the inherent losses that exist in the loan portfolio at the balance sheet date that are not reflected in the historical loss experience. Qualitative adjustments are made based upon changes in lending policies and practices, economic conditions, changes in the loan portfolio mix, trends in loan delinquencies and classified loans, collateral values, and concentrations of credit risk for the commercial loan portfolios.

We identified these qualitative adjustments within the ALL as critical audit matters because they involve a high degree of subjectivity. In turn, auditing management’s judgments regarding the qualitative factors applied in the ALL calculation involved a high degree of subjectivity.

How We Addressed the Matter in Our Audit

We gained an understanding of the Company’s process for establishing the ALL, including the qualitative adjustments made to the ALL. We evaluated the design and tested the operating effectiveness of controls over the Company’s ALL process, which included, among others, management’s review and approval controls designed to assess the need and level of qualitative adjustments to the ALL, as well as the reliability of the data utilized to support management’s assessment.

To test the qualitative adjustments, we evaluated the appropriateness of management’s methodology and assessed whether all relevant risks were reflected in the ALL.

Regarding the measurement of the qualitative adjustments, we evaluated the completeness, accuracy, and relevance of the data and inputs utilized in management’s estimate. For example, we compared the inputs and data to the Company’s historical loan performance data, third-party macroeconomic data, and peer bank data and considered the existence of new or contrary information. We also compared the ALL to a range of historical losses to evaluate the ALL, including the reasonableness of qualitative adjustments. Furthermore, we analyzed the changes in the components of the qualitative reserves relative to changes in external market factors, the Company’s loan portfolio, and asset quality trends.

We also utilized internal credit review specialists with knowledge to evaluate the appropriateness of management’s risk-rating processes, to ensure that the risk ratings applied to the commercial loan portfolio were reasonable.

We have served as the Company’s auditor since 1994.

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

Cranberry Township, Pennsylvania
March 9, 2023

104
Index
ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A – CONTROLS AND PROCEDURES.

 
(a)
Disclosure Controls and Procedures

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”).  Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

 
(b)
Internal Control Over Financial Reporting

Management’s annual report on internal control over financial reporting is incorporated herein by reference to Item 8 - the Company’s audited Consolidated Financial Statements in this Annual Report on Form 10-K

 
(c)
Changes to Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the three months ended December 31, 2022 that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B – OTHER INFORMATION.

None.

ITEM 9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable

105
PART III

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
Directors
 
For information relating to the directors of the Company, the section captioned “Proposal 1. Election of Directors” in the Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders (the “2023 Proxy Statement”) is incorporated by reference.
 
Executive Officers
 
For information relating to officers of the Company, the section captioned “Proposal 1. Election of Directors” in the 2023 Proxy Statement is incorporated by reference.
 
Compliance with Section 16(a) of the Exchange Act
 
For information regarding compliance with Section 16(a) of the Exchange Act, the section captioned “Other Information Relating to Directors and Executive Officers - Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s 2023 Proxy Statement is incorporated by reference.
 
Disclosure of Code of Ethics
 
The Company has adopted a Code of Ethics that applies to directors, officers and employees of the Company and the Bank.  A copy of the Code of Ethics is posted on the Company’s website at www.firstcitizensbank.com.  The Company intends to satisfy the disclosure requirement of Form 8-K regarding an amendment to, or a waiver from, a provision of its Code of Ethics by posting such information on its website.
 
Corporate Governance
 
For information regarding the audit committee and its composition and the audit committee financial expert, the section captioned “Corporate Governance – Committees of the Board of Directors” in the Company’s 2023 Proxy Statement is incorporated by reference.
 
ITEM 11 – EXECUTIVE COMPENSATION
 
Executive Compensation
 
For information regarding executive and director compensation, the sections captioned “Director Compensation”, “Executive Compensation”, “Compensation Discussion and Analysis” and “Compensation Committee Report” in the Company’s 2023 Proxy Statement are incorporated by reference.
 
ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

 
(a)
Security Ownership of Certain Beneficial Owners Information required by this item is incorporated herein by reference to the section captioned “Stock Ownership” in the Company’s 2023 Proxy Statement.

 
(b)
Security Ownership of Management Information required by this item is incorporated herein by reference to the section captioned “Stock Ownership” in the Company’s 2023 Proxy Statement.

 
(c)
Changes in Control
Management of the Company knows of no arrangements, including any pledge by any person or securities of the Company, the operation of which may at a subsequent date result in a change in control of the registrant.

 
(d)
Equity Compensation Plan Information
The following table sets forth information as of December 31, 2021 about Company common stock that may be issued under the Company’s 2016 Restricted Stock Plan.  The plan was approved by the Company’s stockholders.

106
Plan Category
  
Number of securities to be issued upon the exercise of outstanding options, warrants and rights
    
Weighted-average exercise price of outstanding options, warrants and rights
    
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
  
Equity compensation plans approved by security holders
    
n/a
      
n/a
      
116,058
  
                         
Equity compensation plans not approved by security holders
    
n/a
      
n/a
      
n/a
  
                         
Total
    
n/a
      
n/a
      
119,391
  
 
ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
Certain Relationships and Related Transactions
 
For information regarding certain relationships and related transactions, the section captioned “Other Information Relating to Directors and Executive Officers - Transactions with Related Persons” in the Company’s 2023 Proxy Statement is incorporated by reference.
 
Director Independence
 
For information regarding director independence, the section captioned “Corporate Governance – Director Independence” in the Company’s 2023 Proxy Statement is incorporated by reference.
 
ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
For information regarding the principal accountant fees and expenses the section captioned “Audit – Related Matters” in the Company’s 2023 Proxy Statement is incorporated by reference.
 
107
 PART IV
 
ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
(a)
The following documents are filed as a part of this report:
 
1.
The following financial statements are incorporated by reference in Item 8:
 
Report of Independent Registered Public Accounting Firm (PCAOB ID 74)
Consolidated Balance Sheet as of December 31, 2022 and 2021
Consolidated Statement of Income for the Years Ended December 31, 2022, 2021 and 2020
Consolidated Statement of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020
Consolidated Statement of Changes in Stockholders' Equity for the Years Ended December 31, 2022, 2021 and 2020
Consolidated Statement of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020
Notes to Consolidated Financial Statements
 
2.
All financial statement schedules are omitted because the required information is either not applicable, not required or isshown in the respective financial statement or in the notes thereto, which are incorporated by reference at subsection (a)(1) of this item.
 
3.
The following Exhibits are filed herewith, or incorporated by reference as a part of this report.
 
Restated Articles of Incorporation of Citizens Financial Services, Inc.(1)
   
Articles of Amendment of Restated Articles of Incorporation of Citizens Financial Services, Inc. (2)
   
Bylaws of Citizens Financial Services, Inc.(3)
   
Amendment No. 1 to Amended and restated Bylaws of Citizens Financial Services, Inc. (4)
   
Instrument defining the rights of security holders
   
*Amended and Restated Executive Employment Agreement between Citizens Financial Services, Inc., First Citizens Community Bank and Randall E. Black(5)
   
*Citizens Financial Services, Inc. Directors’ Deferred Compensation Plan(6)
   
*Citizens Financial Services, Inc. Directors’ Life Insurance Program(7)
   
*Supplemental Executive Retirement Plan(8)
   
*Second Amendment to First Citizens Community Bank Supplemental Executive Retirement Plan(9)
   
*Change in Control Agreement, between First Citizens Community Bank, Citizens Financial Services, Inc. (as guarantor) and Mickey L. Jones (10)
   
*First Citizens Community Bank Annual Incentive Plan (11)
   
*Amended and Restated First Citizens Community Bank Annual Incentive Plan
   
*First Citizens Community Bank Endorsement Split-Dollar Life Insurance Plan (12)
   
Citizens Financial Services, Inc. 2016 Equity Incentive Plan (13)
   
*Change in Control Agreement, between First Citizens Community Bank, Citizens Financial Services, Inc. (as guarantor) and Jeffrey L. Wilson (14)

108
*Change in Control Agreement, between First Citizens Community Bank, Citizens Financial Services, Inc. (as guarantor) and David Z. Richards, Jr. (15)
   
*Change in Control Agreement, between First Citizens Community Bank, Citizens Financial Services, Inc. (as guarantor) and Jeffrey B. Carr (16)
   
*First Citizens Community Bank Executive Deferred Compensation Plan (17)
   
*Amended and Restated First Citizens Community Bank Executive Deferred Compensation Plan (18)
   
*First Citizens Community Bank Long Term Incentive Plan (19)
   
List of Subsidiaries
   
Consent of S.R. Snodgrass, P.C., Independent Registered Public Accountants
   
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
   
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
   
Section 1350 Certification of Chief Executive Officer
   
Section 1350 Certification of Chief Financial Officer
   
101
The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in XBRL (Extensible Business Reporting Language): (i) The Consolidated Balance Sheet, (ii) the Consolidated Statement of Income, (iii) the Consolidated Statement of Comprehensive Income, (iv) the Consolidated Statement of Changes in Stockholders’ Equity, (v) the Consolidated Statement of Cash Flows and (vi) related notes.
   
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


*Management contract or compensatory plan, contract or arrangement
 
(1)   Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, as filed with the Commission on August 9, 2018.
 
(2)   Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on April 26, 2021.
 
(3)   Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on December 17, 2020.
 
(4)   Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on November 23, 2022
 
(5)   Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, as filed with the Commission on August 9, 2012.
 
(6)   Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, as filed with the Commission on August 8, 2019.
 
(7)   Incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the Commission on March 15, 2005.
 
(8)  Incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the Commission on March 7, 2013.
 
(9)   Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, as filed with the Commission on November 4, 2021.
 
109
(10)  Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, as filed with the Commission on August 9, 2012.
 
(11)  Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, as filed with the Commission on August 8, 2013.
 
(12) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on January 7, 2015.
 
(13)  Incorporated by reference to Exhibit A to the Company’s definitive proxy statements for the 2016 Annual Meeting of Shareholders, as filed with the Commission on March 10, 2016.
 
(14)  Incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K, as filed with the Commission on December 22, 2016.
 
(15)  Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the Commission on December 11, 2017.
 
(16)  Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the Commission on December 21, 2017.
 
(17)  Incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the Commission on March 7, 2019.
 
(18)  Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the Commission on March 10, 2022
 
(19)  Incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the Commission on March 12, 2020.
 
ITEM 16 – FORM 10-K SUMMARY
 
 Not Applicable.
 
110
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Citizens Financial Services, Inc.
 
(Registrant)
 
/s/ Randall E. Black
By: Randall E. Black
Chief Executive Officer and President
(Principal Executive Officer)

Date: March 9, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Signature and Capacity
Date
   
/s/ Randall E. Black
March 9, 2023
Randall E. Black, Chief Executive Officer, President and Director
  
(Principal Executive Officer)
  
   
/s/ Stephen J. Guillaume
March 9, 2023
Stephen J. Guillaume, Chief Financial Officer
  
(Principal Financial & Accounting Officer)
  
   
/s/ Robert W. Chappell
March 9, 2023
Robert W. Chappell, Director
  
   
/s/ R. Joseph Landy
March 9, 2023
R. Joseph Landy, Director
  
   
/s/ Roger C. Graham, Jr.
March 9, 2023
Roger C. Graham, Director
  
   
/s/ E. Gene Kosa
March 9, 2023
E. Gene Kosa, Director
  
   
/s/ Rinaldo A. DePaola
March 9, 2023
Rinaldo A. DePaola, Director
  
   
/s/ Thomas E. Freeman
March 9, 2023
Thomas E. Freeman, Director
  
   
/s/ Alletta M. Schadler
March 9, 2023
Alletta M. Schadler, Director
  
   
/s/ Christopher W. Kunes
March 9, 2023
Christopher W. Kunes
  
   
/s/ David Z, Richards, Jr.
March 9, 2023
David Z. Richards, Jr., Director
  
   
/s/ Mickey L. Jones.
March 9, 2023
Mickey L. Jones, Director
  
   
/s/ Janie M Hifiger
March 9, 2023
Janie M Hilfiger, Director
  


111