ENBP 10-K & 10-Q changes, risk factors and insider trading
ENB Financial Corp · OTC · National Commercial Banks · CIK 1437479 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risks Related to Credit”
New heading “Risks Related to Competition and Business Strategy”
New heading “Changes to trade policies and tariffs can have an adverse impact on the Corporation’s business and its customers”
New heading “Risks Related to Regulatory Compliance and Legal Matters”
New heading “Risks Related to Mergers and Acquisitions”
New heading “Growing by acquisition involves risks”
New heading “Goodwill incurred in the acquisition of Cecil may negatively affect our financial condition”
New heading “We may be unable to successfully integrate Cecil’s operations”
New heading “Unanticipated costs relating to the acquisition could reduce our future earnings per share”
New heading “The market price of our common stock after the acquisition may be affected by factors different from those affecting our shares currently”
Removed heading “Future Acquisitions May Disrupt The Corporation’s Business And Dilute Stockholder Value”
Largest changes
The Corporation is exposed to the risk of cyber-attacks in the normal coursesee in full comparisoncourseof business. In general, cyber incidents can result from deliberate attacks or unintentional events. The Corporation has observed an increased level of attention in the industry focused on cyber-attacks that include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. To combat against these attacks, policies and procedures are in place to prevent or limit the effect on the possible security breach of its information and technology systems. Further, the Corporation may face unknown or contingent liabilities arising from cybersecurity incidents or data breaches that previously occurred at companies it acquires. Such incidents may not have been discovered, disclosed, or if previously discovered fully-remediated before closing, and the acquired company’s representations, warranties, and indemnities may be limited in scope, duration, or recoverability. As a result, the Corporation could incur costs or liabilities after an acquisition relating to regulatory investigations, litigation, remediation efforts, reputational harm, or customer and partner claims, which could adversely affect its business, financial condition, and results of operations. While the Corporation maintains insurance coverage that may, subject to policy terms and conditions including significant self-insured deductibles, cover or ameliorate certain financial aspects of cyber risks, such insurance coverage may be insufficient to cover all or a material amount of losses. While the Corporation has not incurred any material losses related to cyber-attacks, nor is it aware of any specific or threatened cyber-incidents as of the date of this report, it may incur substantial costs and suffer other negative consequences if it falls victim to successful cyber-attacks. Such negative consequences could include remediation costs that may include liability for stolen assets or information and repairing system damage that may have been caused; deploying additional personnel and protection technologies, training employees, and engaging third party experts and consultants; lost revenues resulting from unauthorized use of proprietary information or the failure to retain or attract customers following an attack; disruption or failures of physical infrastructure, operating systems or networks that support our business and customers resulting in the loss of customers and business opportunities; additional regulatory scrutiny and possible regulatory penalties; litigation; and reputational damage adversely affecting customer or investor confidence.
“Changes in trade policies, including the imposition of tariffs or the escalation of a trade war, could negatively impact the economic conditions in the markets the Corporation serves. The Corporation’s customers-particularly local businesses engaged in agriculture, manufacturing, and retail-may face higher costs for imported goods and materials, reduced export demand, and supply chain disruptions due to increased tariffs. …”see in full comparison
“The Corporation is subject to extensive federal and state regulation and supervision. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds, and the banking system as a whole, not shareholders. These regulations affect the Corporation’s lending practices, capital structure, investment practices, dividend policy, and growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations, and policies for possible changes. …”see in full comparison
“Such changes could subject the Corporation to additional costs, limit the types of financial services and products the Corporation may offer, and/or increase the ability of non-banks to offer competing financial services and products, among other things. Failure to comply with laws, regulations, or policies could result in sanctions by regulatory agencies, civil money penalties, and/or reputation damage, which could have a material adverse effect on the Corporation’s business, financial condition, and results of operations. …”see in full comparison
“Changes to trade policies and tariffs can have an adverse impact on the Corporation’s business and its customers”see in full comparison
“Goodwill incurred in the acquisition of Cecil may negatively affect our financial condition”see in full comparison
Full comparison: every changed paragraph (43)
Risks Related Toto TheInterest Corporation’sRates Businessand Investments
The Corporation reviews the debt securities portfolio at each quarter-end reporting period to determine whether the fair value is below the current carrying value. When the fair value of any of the debt securities has declined below its carrying value, the Corporation is required to assess whether the decline is related to credit deterioration. If it concludes that the decline is credit related, it is required to write down the value of that security through a charge to earnings. In determining whether a credit loss exists, management shall consider the factors in paragraphs 326-30-55-1 through 55-4 of ASU 2016-13, Financial Instruments – Credit Losses, and use its best estimate of the present value of cash flows expected to be collected from the debt security. Management must use its best estimate to determine if a credit loss exists. It may develop its best estimate using either a singular best estimate approach or a probability-weighted approach but must apply the chosen approach consistently. Management has elected to use the single best estimate method. If the present value of the best estimate is equal to amortized cost, no credit loss calculation needs to be made. If the present value is below amortized cost, the entity must measure the credit loss using the best estimate of cash flows. Due to the complexity of the calculations and assumptions used in determining whether a credit loss exists, the credit loss, if any, may not accurately reflect the actual credit loss in the future.
Risks Related to Credit
The Corporation’s Allowance For Possiblefor Credit Losses May
Be Insufficient
to Cover Actual Losses
The Corporation maintains an allowance for possible credit losses, which
is a reserve established through a provision for credit losses, charged to expense. The allowance for possible credit losses represents
the Corporation’s best estimate of expected losses in our financial assets, which includes loans, leases, and debt securities.
The allowance for possible credit losses includes two primary components: (1) an allowance established on financial assets which share
similar risk characteristics collectively evaluated for credit losses, and (2) an allowance established on financial assets which do not
share similar risk characteristics with any loan segment and is individually evaluated for credit losses.
The Corporation maintains an allowance for credit losses, which
is a reserve established through a provision for credit losses, charged to expense. The allowance for credit losses represents
the Corporation’s best estimate of expected losses in our financial assets, which includes loans, leases, and debt securities.
The allowance for possible credit losses includes two primary components: (1) an allowance established on financial assets which
share similar risk characteristics collectively evaluated for credit losses, and (2) an allowance established on financial assets
which do not share similar risk characteristics with any loan segment and is individually evaluated for credit losses. The level of
the allowance for possible credit losses includes quantitative
and qualitative factors that comprise the Corporation’s
estimate of expected credit losses, including portfolio mix and segmentation,
modeling methodology, historical loss experience,
relevant available information from internal and external sources relating to qualitative
adjustment factors, and reasonable and
supportable forecasts about future economic conditions. Determining the appropriate level
of the allowance for possible credit
losses understandably involves a high degree of subjectivity and requires the Corporation to make
significant estimates of current
credit risks and future trends, all of which may undergo material changes. Changes in economic
conditions affecting borrowers, new
information regarding existing loans, identification of additional problem loans, and other factors,
both within and outside of the
Corporation’s control, may require an increase in the allowance for possible credit losses.
In addition, regulatory agencies
periodically review the Corporation’s allowance for credit losses and may require an increase in
the provision for possible
losses or the recognition of further loan charge-offs, based on judgments different than those of management.
In addition, if
charge-offs in future periods exceed the allowance for possible credit losses, the Corporation will need additional provisions to
to increase the allowance for possible credit losses. Any increases in the allowance for possible credit losses will result in a
decrease in net
income, and may have a material adverse effect on the Corporation’s financial condition and results of operations.
The Corporation reviews the debt securities portfolio at each quarter-end
reporting period to determine whether the fair value is below the current carrying value. When the fair value of any of the debt
securities has declined below its carrying value, the Corporation is required to assess whether the decline is related to credit deterioration.
If it concludes that the decline is credit related, it is required to write down the value of that security through a charge to earnings.
In determining whether a credit loss exists, management shall consider the factors in paragraphs 326-30-55-1 through 55-4 of ASU 2016-13
and use its best estimate of the present value of cash flows expected to be collected from the debt security. Management must use
its best estimate to determine if a credit loss exists. It may develop its best estimate using either a singular best estimate approach
or a probability-weighted approach, but must apply the chosen approach consistently. Management has elected to use the single
best estimate method. If the present value of the best estimate is equal to amortized cost, no credit loss calculation needs to
be made. If the present value is below amortized cost, the entity must measure the credit loss using the best estimate of cash flows.
Due to the complexity of the calculations and assumptions used in determining whether a credit loss exists, the credit loss, if any, may
not accurately reflect the actual credit loss in the future.
Risks Related to Competition and Business Strategy
From time to time, the Corporation may implement new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, the Corporation may invest significant amount of time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of business and/or new product or service could have a significant impact on the effectiveness of the Corporation’s system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on the Corporation’s business, results of operations, and financial condition.
The Corporation is subject to extensive federal and state regulation and
supervision. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds, and the banking
system as a whole, not shareholders. These regulations affect the Corporation’s lending practices, capital structure, investment
practices, dividend policy, and growth, among other things. Congress and federal regulatory agencies continually review banking laws,
regulations, and policies for possible changes. Changes to statutes, regulations, or regulatory policies, including changes in interpretation
or implementation of statutes, regulations, or policies, could affect the Corporation in substantial and unpredictable ways.
Such changes could subject the Corporation to additional costs, limit the
types of financial services and products the Corporation may offer, and/or increase the ability of non-banks to offer competing financial
services and products, among other things. Failure to comply with laws, regulations, or policies could result in sanctions by regulatory
agencies, civil money penalties, and/or reputation damage, which could have a material adverse effect on the Corporation’s business,
financial condition, and results of operations. While the Corporation has policies and procedures designed to prevent any such violations,
there can be no assurance that such violations will not occur.
The Corporation is a registered bank holding company, and
its subsidiary bank is a depository institution whose deposits are insured by the FDIC. As a result, the Corporation is subject to various
regulations and examinations by various regulatory authorities. In general, statutes establish the corporate governance and eligible business
activities for the Corporation, certain acquisition and merger restrictions, limitations on inter-company transactions such as loans and
dividends, capital adequacy requirements, requirements for anti-money laundering programs and other compliance matters, among other regulations.
The Corporation is extensively regulated under federal and state banking laws and regulations that are intended primarily for the protection
of depositors, federal deposit insurance funds and the banking system as a whole. Compliance with these statutes and regulations is important
to the Corporation’s ability to engage in new activities and consummate additional acquisitions. In addition, the Corporation is
subject to changes in federal and state tax laws as well as changes in banking and credit regulations, accounting principles and governmental
economic and monetary policies. The Corporation cannot predict whether any of these changes may adversely and materially affect it. Federal
and state banking regulators also possess broad powers to take supervisory actions as they deem appropriate. These supervisory actions
may result in higher capital requirements, higher insurance premiums and limitations on the Corporation’s activities that could
have a material adverse effect on its business and profitability. While these statutes are generally designed to minimize potential loss
to depositors and the FDIC insurance funds, they do not eliminate risk, and compliance with such statutes increases the Corporation’s
expense, requires management’s attention and can be a disadvantage from a competitive standpoint with respect to non-regulated competitors.
From time to time, the Corporation may implement new lines of business
or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these
efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or
new products and services, the Corporation may invest significant time and resources. Initial timetables for the introduction and development
of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible.
External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the
successful implementation of a new line of business or a new product or service. Furthermore, any new line of business and/or new product
or service could have a significant impact on the effectiveness of the Corporation’s system of internal controls. Failure to successfully
manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse
effect on the Corporation’s business, results of operations, and financial condition.
Future Acquisitions May Disrupt The Corporation’s Business
And Dilute Stockholder Value
The Corporation may use its common stock to acquire other companies or
make investments in corporations and other complementary businesses. The Corporation may issue additional shares of common stock to pay
for future acquisitions, which would dilute the ownership interest of current shareholders of the Corporation. Future business acquisitions
could be material to the Corporation, and the degree of success achieved in acquiring and integrating these businesses into the Corporation
could have a material effect on the value of the Corporation’s common stock. In addition, any acquisition could require the Corporation
to use substantial cash or other liquid assets or to incur debt. In those events, the Corporation could become more susceptible to economic
downturns and competitive pressures.
If the Corporation raises capital
through the issuance of additional shares of its common stock or other securities, it would likely dilute the ownership interests of current
investors and could dilute the per share book value and earnings per share of its common stock. Furthermore, a capital raise through issuance
of additional shares may have an adverse impact on the Corporation’s stock price. New investors also may have rights, preferences
and privileges senior to the Corporation’s current shareholders, which may adversely impact its current shareholders. The Corporation’s
ability to raise additional capital will depend on conditions in the capital markets at that time, which are outside of its control, and
on its financial performance. Accordingly, the Corporation cannot be certain of its ability to raise additional capital on acceptable
terms and acceptable time frames or to raise additional capital at all. If the Corporation cannot raise additional capital in sufficient
amounts when needed, its ability to comply with regulatory capital requirements could be materially impaired. Additionally, the inability
to raise capital in sufficient amounts may adversely affect the Corporation’s financial condition and results of operations.
The Corporation is exposed to the risk of cyber-attacks in the normal
course course
of business. In general, cyber incidents can result from deliberate attacks or unintentional events. The Corporation has observed
an increased
level of attention in the industry focused on cyber-attacks that include, but are not limited to, gaining unauthorized access
to digital
systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption.
To combat
against these attacks, policies and procedures are in place to prevent or limit the effect on the possible security breach of
its information
and technology systems. Further, the Corporation may face unknown or contingent liabilities arising from cybersecurity
incidents or data breaches that previously occurred at companies it acquires. Such incidents may not have been discovered, disclosed,
or if previously discovered fully-remediated before closing, and the acquired company’s representations, warranties, and indemnities
may be limited in scope, duration, or recoverability. As a result, the Corporation could incur costs or liabilities after an acquisition
relating to regulatory investigations, litigation, remediation efforts, reputational harm, or customer and partner claims, which could
adversely affect its business, financial condition, and results of operations. While the Corporation maintains insurance coverage that
may, subject to policy terms and conditions including
significant self-insured deductibles, cover or ameliorate certain financial aspects
of cyber risks, such insurance coverage may be insufficient
to cover all or a material amount of losses. While the Corporation has not
incurred any material losses related to cyber-attacks, nor
is it aware of any specific or threatened cyber-incidents as of the date of
this report, it may incur substantial costs and suffer other
negative consequences if it falls victim to successful cyber-attacks. Such
negative consequences could include remediation costs that
may include liability for stolen assets or information and repairing system
damage that may have been caused; deploying additional personnel
and protection technologies, training employees, and engaging third party
experts and consultants; lost revenues resulting from unauthorized
use of proprietary information or the failure to retain or attract
customers following an attack; disruption or failures of physical infrastructure,
operating systems or networks that support our business
and customers resulting in the loss of customers and business opportunities; additional
regulatory scrutiny and possible regulatory penalties;
litigation; and reputational damage adversely affecting customer or investor confidence.
Data practices by us or others that result in controversy could impair
the acceptance of AI, which could undermine the decisions, predictions, or analysis that AI applications produce. Our customers and
potential customers may express adverse opinions concerning our use of AI and machine learning that could result in brand or reputational
harm, competitive harm, or legal liability. If the Corporation adopts the use of Generative AI, its content creation may require additional
investment as testing for bias, accuracy and unintended, harmful impact is often complex and may be costly. As a result, the Corporation
may need to increase the cost of our products and servicesservices, which may make us less competitive, particularly if our competitors incorporate AI more
quickly or successfully.
The Increasing Use Ofof Social Media Platforms Presents New Risks Andand
Challenges Andand Our Inability Oror Failure Toto Recognize, Respond Toto Andand Effectively Manage Thethe Accelerated Impact Ofof Social Media Could Materially
Adversely Impact Our Business
There has been a marked increase in theThe use of social media platforms,
including weblogs (blogs), social
media websites, and other forms of Internet-based communications which allowallows individuals access to a
broad audience of consumers and other
interested persons. Social media practices in the banking industry are continually evolving, which creates uncertainty
and risk of noncompliance
with regulations applicable to our business. Consumers value readily available information concerning businesses
and their goods and
services and often act on such information without further investigation and without regard to its accuracy. Many
social media platforms
immediately publish the content their subscribers and participants post, often without filters or checks on accuracy
of the content posted.
Information posted on such platforms at any time may be adverse to our interests and/or may be inaccurate. The
dissemination of information
online could harm our business, prospects, financial condition, and results of operations, regardless of
the information’s accuracy.
The harm may be immediate without affording us an opportunity for redress or correction.
Negative Developments Affecting Thethe Banking Industry, Including
Bank Bank
Failures Oror Concerns Regarding Liquidity, Have Eroded Customer Confidence Inin Thethe Banking System Andand May Have Aa Material Adverse Effect
Onon Thethe Corporation.Corporation
Other Events
Changes to trade policies and tariffs can have an adverse impact on the Corporation’s business and its customers
Changes in trade policies, including the imposition of tariffs or the escalation of a trade war, could negatively impact the economic conditions in the markets the Corporation serves. The Corporation’s customers-particularly local businesses engaged in agriculture, manufacturing, and retail-may face higher costs for imported goods and materials, reduced export demand, and supply chain disruptions due to increased tariffs. These challenges could lead to lower revenues, reduced profitability, and potential layoffs, all of which may impair the Corporation’s customers' ability to meet their financial obligations. Furthermore, prolonged trade tensions and economic uncertainty could lead to market volatility, declining asset values, and weakened consumer confidence. If its customers experience financial stress, the Corporation could see an increase in loan delinquencies and credit losses, negatively affecting its asset quality and overall financial performance. Additionally, any decline in local economic activity could reduce loan demand, deposit growth, and fee income, which are critical to the Corporation’s long-term success. While it actively monitors economic and policy developments, the Corporation cannot predict the outcome of trade negotiations or the full impact of tariffs and trade restrictions on its business, customers, and the broader economy. Any adverse effects from tariffs or a trade war could materially and negatively impact its financial condition, results of operations, and future growth prospects.
Risks Related to Regulatory Compliance and Legal Matters
The Corporation is subject to extensive federal and state regulation and supervision. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds, and the banking system as a whole, not shareholders. These regulations affect the Corporation’s lending practices, capital structure, investment practices, dividend policy, and growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations, and policies for possible changes. Changes to statutes, regulations, or regulatory policies, including changes in interpretation or implementation of statutes, regulations, or policies, could affect the Corporation in substantial and unpredictable ways. Such changes could subject the Corporation to additional costs, limit the types of financial services and products the Corporation may offer, and/or increase the ability of non-banks to offer competing financial services and products, among other things. Failure to comply with laws, regulations, or policies could result in sanctions by regulatory agencies, civil money penalties, and/or reputation damage, which could have a material adverse effect on the Corporation’s business, financial condition, and results of operations. While the Corporation has policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur.
The Corporation is a registered bank holding company, and its subsidiary bank is a depository institution whose deposits are insured by the FDIC. As a result, the Corporation is subject to various regulations and examinations by various regulatory authorities. In general, statutes establish corporate governance and eligible business activities for the Corporation, certain acquisition and merger restrictions, limitations on inter-company transactions such as loans and dividends, capital adequacy requirements, requirements for anti-money laundering programs and other compliance matters, among other regulations. The Corporation is extensively regulated under federal and state banking laws and regulations that are intended primarily for the protection of depositors, federal deposit insurance funds and the banking system as a whole. Compliance with these statutes and regulations is important to the Corporation’s ability to engage in new activities and consummate additional acquisitions. In addition, the Corporation is subject to changes in federal and state tax laws as well as changes in banking and credit regulations, accounting principles, and governmental economic and monetary policies. The Corporation cannot predict whether any of these changes may adversely and materially affect it. Federal and state banking regulators also possess broad powers to take supervisory actions as they deem appropriate. These supervisory actions may result in higher capital requirements, higher insurance premiums and limitations on the Corporation’s activities that could have a material adverse effect on its business and profitability. While these statutes are generally designed to minimize potential loss to depositors and the FDIC insurance funds, they do not eliminate risk, and compliance with such statutes increases the Corporation’s expense, requires management’s attention and can be a disadvantage from a competitive standpoint with respect to non-regulated competitors.
Risks Related to Mergers and Acquisitions
On February 1, 2026, we completed the acquisition of Cecil Bancorp, Inc. and its wholly-owned subsidiary, Cecil Bank.
Growing by acquisition involves risks
We intend to pursue a growth plan consistent with our business strategy, including growth by acquisition, as well as leveraging our existing branch network and adding new branch locations in current and future markets we choose to serve. Our ability to manage growth successfully depends on our ability to attract qualified personnel and maintain cost controls and asset quality while attracting additional loans and deposits on favorable terms, as well as on factors beyond our control, such as economic conditions and competition. If we grow too quickly and are not able to attract qualified personnel, control costs and maintain asset quality, this continued growth could materially adversely affect our financial performance.
Goodwill incurred in the acquisition of Cecil may negatively affect our financial condition
To the extent that the acquisition consideration, consisting of the cash issued in the acquisition of Cecil exceeds the fair value of the net assets acquired, including identifiable intangibles, that amount will be reported as goodwill by us. In accordance with current accounting guidance, goodwill will not be amortized but will be evaluated for impairment annually or more frequently if events or circumstances warrant. A failure to realize expected benefits of the acquisition could adversely impact the carrying value of the goodwill recognized in the acquisition and, in turn, negatively affect our financial results. The goodwill that results from the transaction will also negatively impact tangible and regulatory capital ratios.
We may be unable to successfully integrate Cecil’s operations
The acquisition of Cecil and Cecil Bank involve the integration of companies that previously operated independently of the Corporation. The difficulties of combining the companies’ operations include:
The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of one or more of the combined company’s businesses and the loss of key personnel. The diversion of management’s attention and any delays or difficulties encountered in connection with the acquisition and the integration of the two companies’ operations could have a material adverse effect on the business and results of operations of the combined company.
The success of the acquisition will depend, in part, on our ability to realize the anticipated benefits and cost savings from combining the business of the Corporation and Cecil. If we are unable to successfully integrate, the anticipated benefits and cost savings of the acquisition may not be realized fully or may take longer to realize than expected. For example, we may fail to realize the anticipated increase in earnings and cost savings anticipated to be derived from the acquisition. In addition, with regard to any acquisition, a significant change in interest rates or economic conditions or decline in asset valuations may also cause us not to realize expected benefits and result in the acquisition not being as accretive as expected.
Unanticipated costs relating to the acquisition could reduce our future earnings per share
We believe that we have reasonably estimated the likely costs of integrating the operations of the Corporation and Cecil, and the incremental costs of operating as a combined company. However, it is possible that we could incur unexpected transaction costs such as taxes, fees or professional expenses or unexpected future operating expenses such as increased personnel costs or increased taxes, which could result in the acquisition not being as accretive as expected or having a dilutive effect on the combined company’s earnings per share.
The market price of our common stock after the acquisition may be affected by factors different from those affecting our shares currently
The businesses of the Corporation and Cecil and, accordingly, the results of operations of the combined company and the market price of the combined company’s shares of common stock may be affected by factors different from those currently affecting the independent results of operations and market prices of common stock of each of us. The market value of our common stock fluctuates based upon various factors, including changes in our business, operations or prospects, market assessments of the acquisition, regulatory considerations, market and economic considerations, and other factors. Further, the market price of our common stock after the acquisition may be affected by factors different from those currently affecting our common stock.
Stock price volatility may make it more difficult for shareholders
to resell
their shares of common stock when they desire and at pricesprices, they find attractive. The Corporation’s stock price can fluctuate
significantly significantly
in response to a variety of factors including, among other things:
If the Corporation raises capital through the issuance of additional shares of its common stock or other securities, it will likely dilute the ownership interests of current investors and could dilute the per share book value and earnings per share of its common stock. Furthermore, a capital raise through issuance of additional shares may have an adverse impact on the Corporation’s stock price. New investors also may have rights, preferences, and privileges senior to the Corporation’s current shareholders, which may adversely impact its current shareholders. The Corporation’s ability to raise additional capital will depend on conditions in the capital markets at that time, which are outside of its control, and on its financial performance. Accordingly, the Corporation cannot be certain of its ability to raise additional capital on acceptable terms and acceptable time frames or to raise additional capital at all. If the Corporation cannot raise additional capital in sufficient amounts when needed, its ability to comply with regulatory capital requirements could be materially impaired. Additionally, the inability to raise capital in sufficient amounts may adversely affect the Corporation’s financial condition and results of operations.
Management's Discussion & Analysis (MD&A)
New heading “Off-Balance Sheet Arrangements”
Largest changes
“Quantitative measures established by regulators to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total and Tier 1 capital (as defined in regulations) to risk-weighted assets (as defined), common equity Tier 1capital (as defined) to risk weighted assets, and of Tier 1 capital to average assets (as defined). Regulatory guidelines determine the risk-weighted assets by assigning assets to defined specific risk-weighted categories. …”see in full comparison
“Non-performing assets increased by $8,610,000, or 262.7%, from December 31, 2023, to December 31, 2024, primarily due to a number of unrelated relationships experiencing payment defaults. The primary reason for the increase in non-accrual loans was the addition of a commercial loan relationship with balances of $3.8 million, a residential mortgage loan in the amount of $1.1 million, another residential mortgage loan in the amount of $808,000, two agriculture mortgages in the amount of $1.3 million, and a number of other much smaller loan relationships. …”see in full comparison
“Non-performing assets decreased by $2,551,000, or 21.5%, from December 31, 2024, to December 31, 2025, primarily due to the payoff of two unrelated agricultural loans with two separate borrowers that were experiencing payment defaults and a real estate loan that was taken by the Corporation through sheriff sale and later sold.”see in full comparison
“Salaries and employee benefits are the largest category of operating expenses. For the year ended December 31, 2025, salaries and benefits increased $628,000, or 1.8%, compared to 2024. The increase in salary costs was primarily due to merit increases and increased cost of health insurance, partially offset by lower levels of incentive compensation. Occupancy expenses increased $273,000, or 8.2% for the year ended December 31, 2025 compared to 2024 due to inflationary pressures combined with the opening of the downtown Lititz branch in June 2025. …”see in full comparison
“Additionally, the Corporation recorded pre-tax gains on debt and equity securities of $159,000 during 2024, compared to losses of $1,496,000 recorded in 2023. During 2023, the Corporation made the strategic decision to execute a partial portfolio restructuring and sell some low-yielding securities to reinvest in higher yielding loans. During 2024, several equity securities were sold at gains, but the Corporation did not record any significant losses on available-for-sale debt as it did in 2023.”see in full comparison
Full comparison: every changed paragraph (109)
ENB Financial Corp (the “Corporation”) and
its wholly owned subsidiary, Ephrata National
Bank, Bank (the “Bank”), are committed to remaining an independent community
bank serving its market area. The Corporation’s roots date back to the
April 11, 1881 charter granted to Ephrata National Bank
by the Office of the Comptroller of the Currency. The Bank’s growth has
been entirely organic over 143144 years of existence.existence
until February 1, 2026 when it effected the Acquisition. The Board and Management are committed to the principles and values that
have served
the Corporation well over its history and the desire is to produce strong financial results that will engender trust
from the Bank’s
customers and favorable returns to the shareholders.
The year ended December 31, 2024, was positively impacted by
a number of items resulting in record earnings for the year. The Corporation grew interest income rapidly during 2024 as a result of interest-earning
asset growth and a disciplined management of asset and liability rates. The Corporation also experienced an increase in interest expense
during 2024 as the cost of funds on deposits and borrowings increased. Even with the increased interest expense, net interest income still
increased as interest income rose faster than interest expense. The year was also marked by significantly higher operating income which
was only partially offset by higher operating expenses with increases primarily in salaries and benefits.
The Corporation recordedCorporation’s net income of $15,317,000$21,559,000 for the
year year
ended December 31, 2024,2025, a $2,942,000,$6,242,000, or 23.8%40.8% increase over the year ended December 31, 2023.2024. The earningsEarnings per share, basic and diluted,
were $2.71$3.80 in 2024,2025, compared to $2.19$2.71 in 2023.2024. A number of items positively impacted net income and led to record earnings.
Net interest income (NII) increased by $11,963,000, or 21.1%, for the year ended December 31, 2025 compared to 2024. Growth in interest-earning assets coupled with actively managing costs of deposits resulted in increased NII, and improvement in net interest margin by 32 basis points, from 2.87% for the year ended December 31, 2024 to 3.19% in 2025.
The Corporation’s net interest income (NII) increased by
$2,702,000, or 5.0%, in 2024, compared to 2023. The increase in NII primarily resulted from an increase in interest and fees on loans
of $11,822,000, or 19.3%, and interest on securities available for sale of $1,665,000, or 11.4%. Interest expense on deposits and borrowings
increased by $12,289,000, or 51.6%, in 2024 compared to the prior year.
The Corporation recorded aan $1,015,000$887,000 provision for credit
losses losses
in 2024,2025, compared to $520,000$1,015,000 in 2023.2024. The higherlower provision in 20242025 was primarily caused by loanfavorable growthcredit as well as higher levels of non-accrual
and classified loans. During 2024, the Corporation grew its loan portfolio by $67.2 million.conditions.
Other income totaled $18,037,000 for the year ended December 31, 2025, a decrease of $93,000 from 2024. Excluding the impact of debt and equity securities gains of $159,000 in 2024 compared to securities losses of $206,000 for the year ended December 31, 2025, other income increased 1.5%.
Operating expenses, which included $698,000 of acquisition-related expenses pertaining to the Corporation’s acquisition of Cecil Bancorp, Inc. in February 2026, totaled $59,119,000 for the year ended December 31, 2025, an increase of 7.0% from 2024. Other operating expenses outside of salaries and benefits increased due to expanded investments and initiatives in technology, increased occupancy costs with the opening of a new branch, and acquisition-related expenses.
Non-interest income excluding security and mortgage gains increased by
$2,717,000, or 20.2%, for the year ended December 31, 2024, compared to the prior year, due to increased income in all categories of operating
income. Mortgage gains increased in 2024 to $1,826,000, compared to $767,000 in 2023. The Corporation made a strategic shift to generate
more fixed-rate mortgages in 2024 that could be sold on the secondary market as opposed to primarily adjustable-rate mortgages originated
in 2023 that were held on the Corporation’s balance sheet.
Additionally, the Corporation recorded pre-tax gains on debt and equity
securities of $159,000 during 2024, compared to losses of $1,496,000 recorded in 2023. During 2023, the Corporation made the strategic
decision to execute a partial portfolio restructuring and sell some low-yielding securities to reinvest in higher yielding loans. During
2024, several equity securities were sold at gains, but the Corporation did not record any significant losses on available-for-sale debt
as it did in 2023.
The financial services industry uses two primary performance measurements to gauge performance: return on average assets (ROA) and return on average equity (ROE). ROA measures how efficiently a bank generates income based on the amount of assets or size of a company. ROE measures the efficiency of a company in generating income based on the amount of equity or capital utilized. These ratios for the years ended December 31, 2025 and 2024 are as follows:
Key Performance Ratios
NII represents the largest portion of the Corporation’s operating
income. In 2024,2025, NII generated 75.8%79.2% of the Corporation’s revenue stream, which consists of NII and non-interest income, compared
to 81.0%75.8% in 2023.2024. This decreaseincrease is a result of higher levels of non-interestinterest income in 20242025 compared to the prior year. The overall performance
of the Corporation is highly dependent on the changes in NII since it comprises such a significant portion of operating income.
The following table shows a summary analysis of NII on a fully taxable
equivalent (FTE) basis.basis (in thousands). For analytical purposes and throughout this discussion, yields, rates, and measurements such as
NII, net interest
spread, and net yield on interest earning assets are presented on an FTE basis.basis assuming a 21% tax rate, less impact
of interest expense disallowance. The FTE NII shown in both tables below will exceed the
NII reported on the consolidated statements of
income, which is not shown on an FTE basis.
Net Interest Income
NII is the difference between interest income earned on interest-earnings
assets and interest
expense incurred on interest-bearing liabilities. Accordingly, twoTwo factors affectimpact NII:
NII is impacted by yields earned on assets and rates paid on liabilities.
With the rapid increase in market rates during 2022 and 2023, asset yields increased, but rates paid on deposits and borrowings increased
at a faster pace.
NII is impacted by yields earned on assets and rates paid on liabilities.
As the Federal Reserve began lowering overnight rates in 2024,2024 and 2025, asset yields did not decline as quickly and the Corporation managed
managed liability rates well, moderating the negative impact on net interest margin.
The Corporation’s NII on a taxable equivalent basis increased by $12,031,000, or 21.1%, for the year ended December 31, 2025 compared to 2024. The improvement in NII resulted in net interest margin increasing from 2.87% for the year ended December 31, 2024 to 3.19% in 2025. Interest-earning assets increased $174,324,000 from December 31, 2024 to December 31, 2025, as the Corporation was able to grow both average loans and securities due to strong growth combined with the successful strategy of leveraging the balance sheet with derivatives. The Corporation’s ability to actively manage its deposit costs also contributed to the improvement in net interest income.
Interest income on a taxable equivalent basis totaled $106,520,000 for the year ended December 31, 2025, an increase of $13,309,000, or 14.3%. Interest income on loans was the primary reason for the increase, as strong loan production combined with improvements on rates earned led to the increase. Interest income on securities also improved, as the 2024 leverage strategy implemented in the last half of the year was in effect for the entire year in 2025 and benefited from the higher yielding securities purchased. The yield earned on interest earning assets improved from 4.69% for the year ended December 31, 2024 to 4.92% in 2025.
The Corporation’s overall cost of funds for the year ended December 31, 2025 was 2.61%, an improvement from 2.78% in 2024. The Corporation was able to actively manage its deposit costs downward as interest rates were lowered in 2025 and contributed to the cost deposit costs. In connection with the Corporation’s leverage and derivative strategy, short-term borrowings were utilized to partially fund the strategy and resulted in higher average balances and interest expense for the year ended December 31, 2025 compared to 2024. Interest expense on long-term borrowings declined principally due to a $15,984,000 advance that matured in 2025. Interest expense and the average rate paid on subordinated debt increased, as the Corporation issued $42,500,000 of debentures in December 2025, with higher rates than the first two issuances.
As a result of a larger balance sheet in 2024, with higher asset yields,
the Corporation’s NII on a tax equivalent basis increased significantly and the Corporation’s margin decreased marginally
to 2.87% for year ended December 31, 2024, compared to 2.94% in 2023. Loan and investment yields were higher in 2024 due to the Fed rate
increases in prior years that offset the decline in variable rate pricing. The rate on interest-bearing liabilities increased at a faster
pace resulting in the margin compression. The Corporation’s NII on a tax equivalent basis in 2024 increased over 2023, by $2,412,000,
or 4.4%.
The Corporation’s overall cost of funds increased during 2024 with
higher core deposit interest rates as well as time deposit rates. Customer behavior changed during 2023 and 2024 as well with balances
moving out of non-interest bearing accounts in 2023 into higher cost accounts like time deposits in 2024. The average balance and interest
rates of borrowings was higher in 2024 compared to 2023, resulting in higher interest expense. The Corporation now carries a total of
$40 million of subordinated debt that was issued at the holding company; $20 million beginning on December 30, 2020, at a rate of 4.00%,
and $20 million beginning on July 22, 2022, at a rate of 5.75%.
The following table provides an analysis of year-to-year changes in
net net
interest income by distinguishing what changes were a result of average balance increases or decreases and what changes were a result
of interest rate increases or decreases.decreases (in thousands).
RATE/VOLUME ANALYSIS OF CHANGES IN NET INTEREST INCOME (TAXABLE EQUIVALENT BASIS, DOLLARS IN THOUSANDS)
In 2024, the Corporation’s NII on an FTE basis increased by $2,412,000,
a 4.4% increase over 2023. Total interest income increased $14,701,000, or 18.7%, while interest expense increased $12,289,000, or 51.6%,
from 2023 to 2024. The FTE interest income from the securities portfolio increased by $1,466,000, or 9.5%, while loan interest income
increased $11,785,000, or 19.2%. During 2024, additional loan volume added $5,003,000 to net interest income, and higher yields primarily
due to the higher interest rate environment, caused a $6,782,000 increase.
Larger balances in the securities portfolio caused an increase
of $191,000 in net interest income, while higher yields on securities caused a $1,275,000 increase, resulting in a net increase of $1,466,000.
The average balance of interest bearing liabilities increased by 11.2%
during 2024, driven by the growth in deposit and borrowings balances. Deposit balances and rates increased in 2024 causing a significant
increase in interest expense. Higher balances contributed to $6,678,000 of increased interest expense while higher rates caused $4,970,000
of increased expense, resulting in a total increase in interest expense of $11,648,000.
Interest-bearing demand deposits repriced at a slower pace in 2024 but
did cause an increase in interest expense due to the quantity of accounts and balances that were adjusted. Demand deposit interest expense
increased a total of $2,189,000 in 2024, with $1,870,000 due to higher rates, while higher balances caused an increase of $319,000. Lower
balances in savings accounts caused a decrease of $49,000, while higher rates caused an increase of $11,000, resulting in the net decrease
in interest expense of $38,000 on savings deposits. Time deposit balances increased rapidly throughout 2024, resulting in higher interest
expense of $6,408,000, while higher rates caused an increase of $3,089,000, resulting in a net increase of $9,497,000.
The average balance of total borrowings increased by $4,775,000, or 3.5%,
from December 31, 2023, to December 31, 2024. The increase in total borrowings increased interest expense by $137,000. Higher rates on
borrowings resulted in higher interest expense of $504,000. The aggregate of these amounts was an increase in interest expense of $641,000
related to total borrowings.
COMPARATIVE AVERAGE BALANCE SHEETS AND NET INTEREST INCOME (TAXABLE EQUIVALENT BASIS, DOLLARS IN THOUSANDS)
The provision for credit losses includes a provision for losses on
loans, loans,
available-for-sale debt securities, and unfunded loan commitments. The provision provides for losses inherent in the financial
assets assets
as determined by a quarterly analysis and calculation of various factors related to the financial assets. The amount of the provision
reflects the adjustment management determines necessary to ensure the Allowance for Credit Losses (ACL) is adequate to cover any losses
inherent in the financial assets. The Corporation recorded a provision expense of $1,017,000$856,000 for credit losses related to loans, a creditprovision
provision of $2,000$31,000 related to unfunded commitments, and $0 related to available-for-sale debt securities for the year ended December
31, 2024, 2025,
compared to $315,000$1,017,000 expense related to loans, $205,000$2,000 release for unfunded commitments, and $0 related to available-for-sale debt securities
for the year ended December 31, 2023.2024. The provision expense was higherlower in 20242025 due to thefavorable Corporation’scredit growth in the loan portfolio
as well as slightly higher levels of delinquent, non-accrual, and classified loans.conditions. As of December 31, 2024, 2025,
the allowance as a percentage
of total loans was 1.13%,1.11%, compared to 1.12%1.13% at December 31, 2023.2024.
Management continues to evaluate the allowance for credit losses in
relation relation
to the growth or decline of the loan portfolio and its associated credit risk,risk and believes the provision and the allowance for
credit credit
losses are adequate to provide for future losses. For further discussion of the calculation,discussion, see the “Allowance for Credit Losses” section
section.in Management’s Discussion and Analysis.
Other income for 20242025 was $18,130,000,$18,037,000, ana increasedecrease of $5,431,000,$93,000, or
0.5%, 42.8%,
compared to the $12,699,000$18,130,000 earned in 2023.2024. The following table details the categories that comprise other income.income (dollars in
thousands).
Service charges on deposit accounts totaled $5,709,000 for the year ended December 31, 2025, a decrease of $155,000, or 2.6%, compared to the prior year, primarily as a result of lower fees on an off-balance sheet sweep product. The Corporation recorded $206,000 in losses on debt and equity securities for the year ended December 31, 2025, compared to gains of $159,000 in 2024. Sales of securities in both years were driven by asset liability management strategies to fund higher yield assets. Mortgage gains were higher in 2025, by $52,000, or 2.8%, due to favorable market conditions which led to increased profit margins on loans sold. Earnings on bank-owned life insurance (BOLI) decreased by $115,000, or 9.1%, for the year ended December 31, 2025 compared to 2024, primarily attributed to a BOLI death benefit recorded during 2024. Other miscellaneous income increased by $505,000, or 39.4%, for the year ended December 31, 2025 compared to 2024 primarily the result of sales tax refunds.
OTHER INCOME
Trust and investment services income increased by 27.1% from 2023 to 2024
primarily as a result of higher income on the trust services side which increased by $648,000, or 31.6%. This increase was due to new
assets under management as well as gains resulting from the sale of a limited number of specific trust assets during 2024. Service charges
on deposit accounts increased by $1,118,000, or 23.6% compared to the prior year, primarily as a result of higher fees on an off balance
sheet sweep product, higher account analysis fees, and higher foreign ATM fees. Commissions increased $458,000, or 12.7%, for 2024 compared
to the prior year as a result of higher debit card interchange fees. Gains on debt and equity securities were $159,000 in 2024, compared
to losses of $1,496,000 in 2023. The losses in 2023 were driven by the strategic sale of some investments in order to fund much higher
yielding loan growth. Mortgage gains were higher in 2024, by $1,059,000, or 138.1%, due to the strategic decision to generate more fixed-rate
mortgages that could be sold on the secondary market. Mortgage originations in 2023 were primarily in the form of adjustable-rate mortgages
held on the Corporation’s balance sheet. Earnings on bank-owned life insurance (BOLI) increased by $301,000, or 31.4%, year-over-year
primarily attributed to a BOLI death benefit recorded during 2024. The Corporation purchased and is the beneficiary of all BOLI policies
taken out on a group of its former directors and current and former officers.
Operating expenses for 2024the year ended December 31, 2025 were $55,231,000, $59,119,000,
an increase of $3,824,000,
$3,888,000, or 7.4%,7.0%, compared to $51,407,000$55,231,000 in 2023.2024. The following table provides details of the Corporation’s operating
expenses for the last
two years along with the percentage increase or decrease compared to the previous year.year (dollars in thousands).
Salaries and employee benefits are the largest category of operating expenses. For the year ended December 31, 2025, salaries and benefits increased $628,000, or 1.8%, compared to 2024. The increase in salary costs was primarily due to merit increases and increased cost of health insurance, partially offset by lower levels of incentive compensation. Occupancy expenses increased $273,000, or 8.2% for the year ended December 31, 2025 compared to 2024 due to inflationary pressures combined with the opening of the downtown Lititz branch in June 2025. Equipment, computer software and data processing on a combined basis have increased 18.7% from $7,562,000 for the year ended December 31, 2024 to $8,976,000 for 2025 as a result of residual core conversion costs, evolution of products and services to meet customer needs, increased costs associated with greater transactions, and outsourcing the servicing and balancing of our ATMs. Advertising and marketing expenses increased by $235,000, or 20.4% for the year ended December 31, 2025 compared to 2024, as there was greater emphasis on media advertising and sponsorships of community activities. Shares tax expense is based on the Bank’s level of shareholders’ equity, and as a result of the increase in shareholders’ equity, the charge of $1,538,000 for the year ended December 31, 2025 increased $162,000, or 11.8%, over 2024. Acquisition-related expenses of $698,000 were recorded related to the previously announced Cecil Bank Acquisition, which closed on February 1, 2026. Other expenses totaled $4,809,000 for the year ended December 31, 2025, an increase of $321,000, or 7.2%, over 2024 primarily as a result of higher insurance assessments, increased fraud related charges and higher levels of charitable contributions.
OPERATING EXPENSES
Salaries and employee benefits are the largest category of operating expenses.
For the year 2024, salaries and benefits increased $3,891,000, or 12.9%, compared to 2023. The increase in salary costs was due to additions
to staff as well as increasing costs to fill empty positions due to the competitive job market. In addition, the Corporation recorded
an accrual for incentive payout to its employees in 2024 which was $1,759,000 higher than incentive payout costs accrued in 2023. Occupancy
and equipment expenses combined did not change materially from the prior year. Advertising and marketing expenses decreased by $252,000,
or 17.9%. Computer software and data processing expenses decreased by $627,000, or 9.1%, from 2023 to 2024, as a result of higher costs
in 2023 related to a debit card conversion that resulted in contract breakage fees. Shares tax expense is based on the Corporation’s
level of shareholders’ equity from the prior year and has increased by $209,000, or 17.9%, year-over-year commensurate with the
increase in shareholders’ equity from 2023 to 2024. Professional services expenses only increased nominally, and other operating
expenses increased by $454,000, or 11.3%, year-over-year primarily as a result of higher amounts of amortization related to mortgage servicing
rights and higher levels of charitable contributions.
Nearly all of the Corporation’s income is taxed at athe federal
statutory corporate rate
of 21% for Federal income tax purposes.21%. The Corporationholding company is also subject to Pennsylvania Corporate Net Income Tax; however, very limited taxable
taxable activity is conducted at the corporateholding company level. The Corporation’s wholly owned subsidiary, Ephrata National Bank, is notcurrently
subject subject
to the minimal state income tax,tax butin doesan payadjacent state with nexus and also is subject to Pennsylvania Bank Shares Tax. The Bank
Shares Tax expense appears on the Corporation’s Consolidated
Statements of Income under operating expenses.
Income tax expense totaled $5,176,000 and $3,308,000 for the years ended December 31, 2025 and 2024. The effective tax rate for 2025 was 19.4% compared to 17.8% in 2024. Generally, the Corporation’s effective tax rate is less than the 21% federal statutory rate due to tax-exempt income, including interest earned on tax-exempt investment securities and loans, and income from life insurance policies, partially offset by disallowed interest expense and acquisition-related expenses. The increase in the effective tax rate is the result of higher levels of income before taxes subject to the statutory tax rate, combined with non-deductible acquisition-related expenses.
Certain items of income are not subject to Federal income tax, such as
tax-exempt interest income on loans and securities, and increases in the cash surrender value of bank-owned life insurance; therefore,
the effective income tax rate for the Corporation is lower than the stated tax rate. The effective tax rate is calculated by dividing
the Corporation’s provision for income tax by the pre-tax income for the applicable period.
For the year ended December 31, 2024, the
Corporation recorded a tax provision of $3,308,000, compared to $2,436,000 for 2023.
This increase in tax expense can be attributed to higher levels of taxable income. The effective tax rate for the Corporation was
17.8% for 2024 and 16.4% for 2023. The Corporation’s effective tax rate is lower than the 21% corporate rate as a result of tax-free
assets that the Corporation holds on its balance sheet. The majority of the Corporation’s tax-free assets are in the form of obligations
of states and political subdivisions, referred to as municipal bonds. The Corporation also has a relatively small component of tax-free
municipal loans.
The Corporation maintains
liquid assets
at adequate levels in order to meet the needs of our balance sheet. Our primary source of liquidity is core deposits and
our available-for-sale
investment portfolioportfolio, both of which provide more than enough liquidity to fund loans to customers and any other
funding needs.
A portion of our liquidity consists of cash
cash and cash equivalents and borrowings. At December 31, 2024,2025, cash and cash equivalents amounted to $68.9$60,573,000, million,
a decrease
of $20.1 million,$8,336,000, or 22.6%,12.1%, from balances at December 31, 2023.2024. Our primary sources of cash are principal repayments on loans,
proceeds from
the sales, calls, and maturities of investment securities, principal repayments of mortgage-backed securities and asset-backed securities,
securities, and increases in deposit accounts. As of December 31, 2024,2025, we had outstanding borrowings outstanding from the FHLB of $127,838,000
$143.8 million and subordinated debt of $39.7 million.$81,413,000.
At December 31, 2024,2025, the Corporation had
$591.8 million$603,034,000 in outstanding loan commitments outstanding,commitments, which included $64.9 million$68,145,000 in firm loan commitments, $510.5 million$507,785,000 in unused lines
of credit,
and open letters of credit of $15.8 million.$27,104,000. Certificates of deposit due within one year totaled $330.2 million,$332,212,000, or 76.5%82.6% of certificates
certificates of deposit. The Corporation believes, based on past experienceexperience, that a significant portion of certificates of deposit will
remain at the
Corporation upon maturity and ample liquidity exists outside of these funds. We have the ability to attract and retain deposits
by adjusting
the interest rates offered.
As reported in the Consolidated
Statements Statements
of Cash Flows, our cash flows are classified for financial reporting purposes as operating, investinginvesting, or financing cash
flows. Net cash
provided by operating activities was $15.8 million$25,116,000 and $30.1 million$15,815,000 for the years ended December 31, 20242025 and 2023, 2024,
respectively. Net
cash used for investing activities was $237.9 million$38,367,000 and $90.3 million$237,881,000 in fiscal years 20242025 and 2023,2024, respectively,
reflecting our loan
and investment security activities in the respective periods. Cash provided by financing activities amounted to $202.0 million
$4,915,000 and $111.6
million$201,979,000 for years ended December 31, 20242025 and 2023,2024. respectivelyFinancing primarily representing increasesactivities in our2024 corewere influenced by brokered
deposits throughoutand the
year.short term borrowings that were used to fund investment growth and increase net interest income.
The Corporation classifies all of its debt securities as available
for for
sale and reports the portfolio at fair market value. As of December 31, 2024,2025, the Corporation had $626.1 million$588,949,000 of debt and equity
securities, compared to $469.0 million$626,140,000 at December 31, 2023.2024.
In the third quarter of 2024, the Corporation adopted an investment
strategy strategy
to add $200 million of investments, both agency and non-agency collateralized mortgage obligations consistent with investment
policy credit
quality parameters, in order to protect interest income in a rising rate environment. The goal of this strategy was
to reduce
the interest rate risk that management believes was necessary to address the Corporation’s long-term fixed rate assets.
The The
Corporation paired the investments with off-balance sheet pay-fixed interest rate swaps to mitigate the identified rates-up risk.
The The
leverage strategy was funded primarily by callable brokered certificates of deposit and a small portion of short-term FHLB borrowings.
The funding was chosen to allow for maximum flexibility to protect against rates-down risk. With this strategy, the Corporation
has the
ability to call the brokered CDs and replace them at lower market rates,rates or unwind the swaps and offset with gains on the investments.
The Corporation’s U.S. Treasury sector and U.S. government agency
sectors stayed relatively flat since December 31, 2023.2024. U.S. Treasuries represent a safe credit at a market appropriate yield which added
some diversity to the portfolio. These bonds pay monthly principal and interestinterest, and the Corporation has invested into this sector in
conjunction conjunction
with the strategy discussed above. The Corporation began investing in non-agency MBS and CMO instruments in 2022 as a way
to achieve a
higher yield with bonds that are well protected from a credit standpoint. As of December 31, 2024,2025, this sector stood at $145.2$143.5
million, million,
ana increasedecrease of $89.0$1.7 million year over year. The increase in this sector was also primarily related to the strategy discussed previously.
There were no concentrations of issuers greater than 10% of the securities portfolio.
As of December 31, 2024,2025, the Corporation’s corporate bonds decreased
by $1.9$7.9 million, or 3.5%,15.0%, from balances at December 31, 2023.2024, as certain corporate bonds were called and redeemed as they converted from
fixed to floating rates of interest. Corporate bonds add diversity to the portfolio and provide strong yields
for short maturities; however,
by their very nature, corporate bonds carry a higher level of credit risk should the entity experience
financial difficulties. The fair
value of corporate bonds decreased primarily as a result of maturing bonds during 2024.2025.
The following table presents investment securities at December 31,
2025 2024
by expected maturity, including scheduled repayments, and the weighted average yield for each maturity presented. Actual maturities may differ from contractualexpected maturities
because because
of differences in assumptions on prepayment or call options embedded in the securities. The yields presented are calculated using tax-equivalent interest and
the amortized
cost. cost (dollars in thousands).
SECURITIES PORTFOLIO MATURITY ANALYSIS
Net loans outstanding increasedtotaled $66.2$1,515,745,000 million, or 4.9%, from $1.34 billion
at December 31,
2025, 2023,an toincrease $1.41of billion$88,476,000, or 6.2%, from $1,427,269,000 at December 31, 2024. AllStrong loansales categoriesefforts showedled to an increase in
balance balancesacross overmost thecategories priorof period.
loans. The Corporation’s strategic plan specifically focused on managed loan growth while
maintaining quality of credit standards. This
focus resulted in loan growth across all loan segments in 2024.
Agriculture loans increased to $289.3 million$317,957,000 at December 31, 2024,2025,
from from
$257.3 million$289,284,000 at December 31, 2023.2024. Business loans increased by $6.6$33,753,000 millionduring atthe year end December 31, 20242025 from $354.3 million$360,805,000 at December
31, 31,
2023.2024.
Consumer loans not secured by real estate represent a very small portion
of the Corporation’s loan portfolio, at $6.6 million$5,703,000 as of December 31, 2024,2025, and $6.4 million$6,603,000 as of December 31, 2023.2024. These loans
consist of personal loans, automobile loans, and other consumer-related loans. Home Equityequity loans increased by $11.2 million$23,040,000 during 20242025
from $107.2$118,329,000 million at December 31, 2023.2024.
Non-OwnerNon-owner Occupiedoccupied CRE loans increased by $1.2 million$33,286,000 during 2024,
2025, from
$135.1 million$136,298,000 at at December 31, 2023.2024 to $169,584,000 at December 31, 2025. The Non-Ownernon-owner Occupiedoccupied CRE loans are further
segmented by property type with the largest concentration
in Other Commercialmulti-family representing 19.3%20.1% of total Non-Ownernon-owner Occupiedoccupied CRE loans
outstanding outstanding.at December 31, 2025. Office Spacespace loans represent only 5.6%4.2% of total
Non-Owner Occupiednon-owner occupied CRE loans outstanding and
retail Retail Centercenter loans represent 7.8%6.1% of total Non-Ownernon-owner Occupiedoccupied CRE loans outstanding. There
is no significant single concentration
in this category of loans. Total non-owner occupied CRE represents 71.0% of total risk-based capital at December 31, 2025.
The Residentialresidential Realreal Estateestate category represents the largest group of
loans loans
for the Corporation. The Residentialresidential Realreal Estateestate category of total loans increaseddecreased from $497.6 million$514,120,000 on December 31, 2023,2024, to $514.1$484,337,000
million on December 31, 2024.2025. This category includes closed-end fixed rate or adjustable rateadjustable-rate residential real estate loans secured by
1-4 family
residential properties, including first and junior liens.liens, and construction loans. The majoritydecline in the residential real estate category
is the result of held for investment mortgage growth in 2024 was related
to an increase inless construction loanloans balancesat December 31, 2025 than the prior year, and adjustableas rateindividual mortgages.residential loans moved to permanent
financing they were sold on the secondary market. Additionally, some other residential projects were completed and moved to other loan
categories. The Corporation also strategically generated more fixed-rate
mortgages during 20242025 that were sold on the secondary market resulting
in higher levels of gains on mortgages sold.
What changed in the latest 10-Q
Risk Factors
The Corporation continually monitors the risks related to the Corporation’s business, other events, the Corporation’s Common Stock, and the Corporation’s industry. There have been no material changes in risk factors applicable to the Corporation from those disclosed in "Risk Factors" in Item 1A of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
Total borrowings weresee in full comparison$181,512,000,$190,542,000, $209,251,000, and$179,078,000$175,618,000 as ofMarchJune31,30, 2026, December 31, 2025, andMarchJune31,30, 2025, respectively. Short-term borrowings at June 30, 2026 include $16,000,000 in borrowings from the Federal Reserve Bank’s discount window to assist with liquidity needs. Short-term borrowings with the Federal Home Loan Bank (FHLB) were $60,000,000 million as ofMarchJune31,30, 2026, December 31, 2025, andMarchJune31,30, 2025. Long-term borrowings with the Federal Home Loan Bank (FHLB) decreased to$60,038,000$53,007,000 atMarchJune31,202630, 2026 from $67,838,000 at December 31, 2025. These borrowings are used as a secondary source of funding and to assist with managing interest rate risk. As ofMarchJune31,30, 2026, all the borrowings of FHLB were fixed-rate loans. The Corporation continues to be well under the FHLB maximum borrowing capacity which is$782.3 million$794,421,000 as ofMarchJune31,30, 2026.
The Corporation’s average balance on borrowed funds increased bysee in full comparison$15,497,000,$15,279,000, or8.6%,8.7%, for the three months endedMarchJune31,30, 2026, and $15,398,000, or 8.6%, for the six months ended June 30, 2026, compared to the sameperiodperiods in 2025. In December 2025, the Corporation issued $42,500,000 in subordinated debt that was used to partially fund the Acquisition of Cecil, as well asallowallowing for the repayment in February 2026 of the Corporation’sfirst2020 subordinated debtissuance in 2020,issuance, which had converted to a floating rate of interest. The interest rateassociated withon the2025newly issued subordinated debt washighergreater thanthatthe interest rate of the amount paid off, resulting in a higher cost for subordinated debt inthe2026currentcomparedperiod.to 2025. Scheduled repayments of long-term debt in 2025 and the firstquarterhalf of 2026 were replaced with either deposit growth or short-term borrowings and resulted intheaveragebalancebalancesdropping $18,421,000declininginby $23,275,000 and $20,861,000 for thefirstthreequarterandofsix months ended June 30, 2026 compared to thefirstsamequarterperiodsofin2025.the prior year. Total interest expense on borrowingstotaled $2,482,000,increaseda$512,000$596,000andincrease$1,108,000overfor thefirstthreequarterandofsix2025,monthsprimarilyended June 30, 2026 compared to the corresponding periods in the prior year as a result of the higher costing additionalbalances insubordinateddebt with higher rates paid.debt.
Federal regulatory authorities require banks to meet minimum capital levels. The Corporation, as well as the Bank, as the solely owned subsidiary of the Corporation, maintains capital ratios well above those minimum levels. The risk-weighted capital ratios are calculated by dividingsee in full comparisoncapitalcapital, as defined, by total risk-weighted assets. Regulatory guidelines determine the risk-weighted assets by assigning assets to specific risk-weighted categories.TheTiercalculation of tier I2 capitalto risk-weighted average assets does not include an add-back to capital forincludes theamountinclusion of the allowance for creditlosses,lossestherebyandmakingreservethisforratiooff-balancelower thansheet, and for thetotalholdingcapitalcompany,tosubordinatedrisk-weighted assets ratio.debt.
NII represents the largest portion of the Corporation’s operatingsee in full comparisonincome.In the first three months of 2026, NII generated 81.2% of the Corporation’s revenue stream,income, which consists of NII and non-interestincome.Thisincome,comparedandtorepresents83.5%83% - 84% of the total fortheallfirstperiodsthree months of 2025. The increasepresented inother2026non-interestandincome is the primary reason for the changes, as growth was noted in all other income categories.2025. The overall performance of the Corporation is highly dependent on interest rates and the changes in NII since it comprises such a significant portion of operatingincome, however, the Corporation continues to grow other operating income for diversification.income.
“In 2026, the interest rate environment was lower than in the prior year, with the average federal funds rate being approximately 70 basis points lower in 2026 compared to 2025. However, the longer end of the yield curve has seen increases recently, with the average 7-year U.S. Treasury rate increasing from 4.15% for the three months ended June 30, 2025 to 4.25% for the same period in 2026, and 3.97% in the first quarter of 2026.”see in full comparison
Salaries and employee benefits are the largest category of operating expenses. For thesee in full comparisonfirstsecond quarter of 2026, salaries and benefits increased$1,257,000,$825,000, or15.2%,9.9%, and for the six months ended June 30, 2026, salaries and benefits increased $2,082,000, or 12.5%, compared to the sameperiodperiods in 2025.In addition to increased expense associated with staffingStaffing four additional branchesdueintoCecilthe Acquisition,County, meritincreasesincreases, and higher medical insurance costs contributed to the increase. Occupancy and equipment costs were higher by a combined total of$342,000,$611,000, or26.4%,51.0%, and $953,000, or 38.2%, for the three and six months ended June 30, 2026, compared to the prior year as result of costs associated with new lease expense and higher equipment costs related tocosts associatedthewithacquisition. Advertising and marketing expenses were higher by $66,000, or 17.6%, and $47,000, or 6.3%, for the threenewandleasedsixproperties,months ended June 30, 2026, compared to the prior year. This increase was primarily related to advertising and media production costs as thepurchaseCorporationof new equipmentcontinues toconvertpursue marketing opportunities in the communities it serves including the recently entered CeciltoCountya unified platform.market. Computer software and data processing expenses increased by$270,000,$800,000, or14.8%,44.9%, and $1,070,000, or 29.7%, for the three and six months endedMarchJune31,30, 2026,ascomparedatoresulttheofsame periods in the previous year due to maintaining two operating systemsaswithwelltheasCecilenhancementsacquisition, evolution of enhanced products and services tofurthermeetautomatecustomers’processes.needs, and increased transaction volumes. Shares tax expense is based on theBank’sCorporation’s level of shareholders’equity,equity and has increased$88,000,$82,000, or24.4%21.5%, and $171,000, or 23.0%, for the three and six months ended June 30, 2026 due tothegrowth inshareholders’the Bank’s shareholder’s equity. Professional services costs increased by$113,000,$269,000, or13.4%,33.2%, and increased by $382,000, or 23.1%, for the quarter and year-to-date periods. The increase is primarily related to higheraccounting andlegal fees as well as increased costs for other outside services. Other operating expenses increased by $5,000, or 0.5%, and decreased by$326,000,$322,000, or24.1%,13.6%, for the three and six months endedMarchJune31,30, 2026, compared to the sameperiodperiods in the prior year due primarily todepositdecreasedandlevel of fraud-relatedcharges decreasing.charge-offs.
Full comparison: every changed paragraph (71)
The following discussion and analysis represents management’s
view of the financial condition and results of operations of the Corporation. This discussion and analysis should be read in conjunction
with the consolidated financial statements and other financial schedules included in this quarterly report, and in conjunction with the
2025Corporation’s Annual Report toon ShareholdersForm of the Corporation.10-K. The financial condition and results of operations presented are not indicative
of future performance.
The Corporation recorded net income of $4,024,000$5,704,000 for the three-month
period ended MarchJune 31,30, 2026, a $292,000,$106,000, or 6.8%,1.8% decrease fromover the three months ended MarchJune 31,30, 2025. Net income for the six-month period was $9,728,000, a $398,000, or 3.9% decrease over earnings in the six-month period ended June 30, 2025. Basic and diluted earnings per
share of common stock were $1.00 for the firstthree quartermonths ofended 2026June were30, $0.712026, compared to $0.76$1.02 for the same period in 2025.2025, and for the year-to-date period, basic and diluted earnings per share of common stock were $1.71, compared to $1.79 in 2025, or a 4.5% decrease over the comparable six-month period in the previous year.
On February 1, 2026, the Corporation completed its Acquisition of Cecil
Bancorp, Inc. (“Cecil”), and its wholly-owned subsidiary, Cecil Bank, which impacted the Corporation’s balance sheet and results of operations for the three and six months ended MarchJune 31,
30, 2026 in comparison to the prior year, as it included twofive months of their activities, as well as merger and conversion related charges
of $1,866,000, net of taxes.activities. The fair value of net assets acquired totaled $24,617,000, including net loans of $147,400,000 and deposits
of $186,384,000. NetIncluded income,in adjustednet income was $1,240,000 and $3,027,000 of merger and conversion-related expenses, net of taxes, for the three and six months ended June 30, 2026. Adjusted net income (a non-GAAP measure, see separate “Supplemental Reporting of Non-GAAP Measures”) excluding merger and conversion-related charges, was $5,890,000,$6,944,000 and basic$12,755,000, for the three and six months ended June 30, 2026. Adjusted diluted earnings per share,
asshare adjusted,(a totalednon-GAAP $1.03.measure), excluding merger and conversion-related charges, were $1.22 and $2.24 for the three and six months ended June 30, 2026. See supplemental discussion of non-GAAP financial measures.
The Corporation’s net interest income (NII) increased
by $2,152,000,$3,124,000, or 12.8%,17.7%, and $5,276,000, or 15.3%, for the three and six months ended MarchJune 31,30, 2026, compared to the same periodperiods in 2025. Interest incomeand fees on loans increased
by $3,089,000,$4,381,000, or 16.0%,21.9%, whichand $7,470,000, or 19.0%, for the three and six months ended June 30, 2026, compared to the same periods in 2025, and was favorably impacted by the addition of Cecil’s loans. Interest income on securities available for sale decreased
by $884,000,$894,000, or 15.4%,15.7%, and $1,778,000, or 15.6%, for the three and six months ended MarchJune 31,30, 2026, compared to the same periodperiods in 2025, due to both lower rates earned
on securities as well as lower average balances. Interest expense on deposits declined,declined $316,000, or 4.6%, and $820,000, or 5.9%, for the three and six months ended June 30, 2026 despite the addition of Cecil’s deposits,
due to lower market interest rates and management’s strategy to lower the cost of funds, including pricing decisions and calling
certain brokered deposits. Interest expense on borrowings increased by $512,000, or 27.3%, and $1,108,000, or 29.5%, for the three and six months ended June 30, 2026, compared to the same periods in 2025, principally due to higher levels of subordinated debt, with newly
issued subordinated debt to support the Cecil acquisition at a higher rate than previous issuances.
The Corporation recorded a release of provision
release for credit losses of $22,000$462,000 in the firstsecond quarter of 2026, compared to aprovision expense of $126,000 for the second quarter of 2025. For the year-to-date period, provision release was $484,000, compared to provision expense of $486,000$612,000 infor the firstsix quarter
ofmonths ended June 30, 2025. The provision release recorded in 2026 was primarily related to favorabledeclines charge-offin history,classified declinesassets in the legacy
Ephrata National Bank and acquired Cecil loan portfolios, offsetand bylowering increasedexpected economicusage uncertaintyof considerations.off-balance sheet commitments. The allowance for credit
losses (ACL) as a percentage of total loans was 1.15%1.10% as of MarchJune 31,30, 2026, 1.11% as ofat December 31, 2025, and 1.15%1.13% as of MarchJune 31,
30, 2025. The allowance for credit losses on the loans acquired in the Cecil Acquisition contributed to the increase in the ACL to loans
coverage ratio.
Other income increased by $1,053,000,
$481,000, or 31.7%,13.4%, and $1,534,000, or 22.2%, for the three and six months ended MarchJune 31,30, 2026, compared to the same periodperiods in the prior year. ThisThe wasprimary duereasons for the increases were related to a variety of increases
in a few of the categories including an increase inincreased trust and investment services income,income and increased service fees,fees due to additional customers and noaccounts from the Cecil acquisition. In addition, 2025’s year-to-date income was negatively impacted by losses recorded
on thesecurity saletransactions due to strategic sales of debtinvestment securities.securities to fund higher yielding loan growth.
Total operating expenses increased by
$3,965,000, $4,344,000, or 27.7%,31.2%, and $8,309,000, or 29.4%, for the three and six months ended MarchJune 31,30, 2026, compared to the same periodperiods in 2025. The largestprimary increasedriver inof higher operating
costs wasexpenses due towere merger and conversion-relatedconversion costs from$1,561,000 and $3,718,000 for the Cecil Acquisition, totaling $2,157,000,three and six months ended June 30, 2026, including severance payments, conversion of Cecil’s operating systems to a unified system, and professional fees to complete the acquisition. Operating expenses also increased due to salary and benefit
costs from additional staff including those for ourthe Bank’s four new branches, annual merit increases,increases and higher health insurance costs. Several
other categories of expenses increased from the prior yearyear, including occupancy and equipment, computer software and data processing costs,
and costs related to professional services, with the Cecil Acquisitionacquisition contributing to the increases.
The lower performance ratios for return on average assets and return
on average equity were impacted by the $1,866,000$1,240,000 inand $3,027,000 of merger and conversion-related charges,expenses, net of tax.taxes, for the three and six months ended June 30, 2026.
NII represents the largest portion of the Corporation’s operating
income. In the first three months of 2026, NII generated 81.2% of the Corporation’s revenue stream,income, which consists of NII and non-interest
income. Thisincome, comparedand torepresents 83.5%83% - 84% of the total for theall firstperiods three months of 2025. The increasepresented in other2026 non-interestand income is the primary reason for
the changes, as growth was noted in all other income categories.2025. The overall performance of the Corporation is highly dependent on interest rates and the
changes in NII since it comprises such a significant portion of operating income, however, the Corporation continues to grow other operating
income for diversification.income.
The following table shows a summary analysis of NII on a fully taxable
equivalent (FTE) basis. For analytical purposes and throughout this discussion, yields, rates, and measurements such as NII, net interest
spread, and net yield on interest earning assets are presented on an FTE basis, assuming a 21% tax rate. The FTE NII shown in both tables
below will exceed the NII reported on the consolidated statements of income,income which is not shownpresented on an FTE basis. The amount of FTE adjustment
totaled $145,000$141,000 and $284,000 for the three and six months ended MarchJune 31,30, 2026, compared to $107,000$106,000 and $213,000 for the same periodperiods in 2025 (in thousands):2025.
In 2026, the interest rate environment was lower than in the prior year, with the average federal funds rate being approximately 70 basis points lower in 2026 compared to 2025. However, the longer end of the yield curve has seen increases recently, with the average 7-year U.S. Treasury rate increasing from 4.15% for the three months ended June 30, 2025 to 4.25% for the same period in 2026, and 3.97% in the first quarter of 2026.
NII on a fully taxable equivalent basis increased $3,159,000, from $17,763,000 for the three months ended June 30, 2025 to $20,922,000 for the same period in 2026. On a year-to-date basis, NII on fully taxable equivalent basis increased $5,347,000 and totaled $39,994,000 for the six months ended June 30, 2026 compared to the same period in the prior year. The increases in 2026 was the combination of higher average balances and higher rates earned on loans, combined with lower rates paid on interest-bearing liabilities.
During the three and six months ended June 30, 2026, interest income on a taxable equivalent basis increased by $3,355,000 and $5,635,000, as both average balances and rates earned increased on loans. The Acquisition of Cecil and a shift in asset mix to greater percentage of loans to total interest earning assets contributed to the increase in interest income. Contributing to the increase in the yields earned on loans was continued movement from lower yielding residential mortgages to higher yielding business and agricultural loans. Interest expense increased $196,000 and $288,000 for the three and six months ended June 30, 2026 due primarily to higher interest-bearing liabilities balances, offset by lower average rates paid. The acquisition of Cecil contributed to the growth in average deposits, while total borrowings increased as a result of funding of the purchase price of Cecil, coupled with funding needed for asset growth.
As a result of the higher interest earning assets, and shift within the portfolio, combined with discipline managing the cost of funds, the Corporation’s net interest margin increased to 3.60% and 3.49% for the three and six months ended June 30, 2026, compared to 3.29% and 3.24% for the same periods in 2025.
During the first quarter of 2026, interest income on interest earning
assets increased $2,282,000, as both average balances and rates earned, in total, increased. The Acquisition of Cecil and a shift in asset
mix to a greater percentage of loans to total interest earning assets contributed to the increase in interest income. Despite average
interest-bearing liabilities increasing 6.2% in the first quarter of 2026, compared to the same period in 2025, interest expense on these
liabilities increased only $92,000, or 1.0%. Discipline around managing the cost of funds, resulted in the average rate paid on interest
bearing liabilities for the first quarter of 2026 of 2.38%, a decline from 2.51% in the first quarter of 2025.
The Corporation’s net interest margin increased to 3.35% for
the quarter ended March 31, 2026, compared to 3.13% for the same quarter in 2025 due to management's strategy to lower the cost of funds, including pricing decisions and to call certain brokered deposits. The Corporation’s NII on a fully taxable equivalent
basis increased by $2,190,000, or 13.0%, for the three months ended March 31, 2026, compared to the same period in 2025.
The following table provides an analysis of year-to-date changes in
NII on an FTE basis by distinguishing whatthe changes that were a result of average balance increases or decreasesfluctuations and whatthose changesthat were a result
of interest rate increases or decreasesfluctuations (dollars in thousands):
The following tabletables showsfor the three and six months ended June 30, 2026 and 2025 show a more detailed analysis of NII on aan FTE
basis with major elements of the Corporation’s balance sheet, which consists of interest earning and non-interest earning assets
and interest bearing and non-interest bearingnon-interest-bearing liabilities (dollars in thousands):
(a) Includes balances of nonaccrual
non-accrual loans and net deferred loan fees and the recognition of any related interest income.
(a) Includes balances of nonaccrual loans and the recognition of any related interest income. The year-to-date average balances include net deferred loan costs of $1,781 as of June 30, 2025, and $2,119 as of June 30, 2024. Such fees and costs recognized through income and included in the interest amounts totaled ($48) in 2025, and ($130) in 2024.
(b) Net interest spread is the arithmetic difference between the yield on interest earning assets and the rate paid on interest bearing liabilities.
(c) Net yield, also referred to as net interest margin, is computed by dividing net interest income (FTE) by total interest earning assets.
(d) Securities recorded at amortized cost. Unrealized holding gains and losses are included in non-interest earning assets.
The Corporation’s average balances on securities decreased by
$45,356,000, $46,360,000, or 6.9%,7.2%, for the three months ended MarchJune 31,30, 2026, and $45,861,000, or 7.0%, for the six months ended June 30, 2026 compared to the same periods in 2025. The tax equivalent yield on investments decreased by 31 basis points for the quarter-to-date and 31 basis points for the year-to-date period when comparing both years. Interest income on securities decreased by $883,000, or 15.1%, and $1,762,000, or 15.0%, for the three and six months ended June 30, 2026, compared to the same period in 2025. Interest income on securities decreased
by $876,000, or 14.8%, for the three months ended March 31, 2026, compared to the same periodperiods in the prior year. The majority of the securities acquired
from Cecil were sold shortly after Acquisition date and provided little in average balances.balances for the periods presented. The decrease31-basis point decline in therate portfolioearned wason primarily
securities is the result of maturinga variable rate securities andrepricing regular scheduled monthly principal payments being used to fund loan growth. The tax equivalent
yield on investments decreased by 31 basis points for the quarter-to-date period when comparing both years.downward.
Average balances on loans increased by $216,258,000, or 14.9%, for the three months ended June 30, 2026, and $191,410,000, or 13.2%, for the six months ended June 30, 2026, compared to the same periods in the prior year. In addition to the $147,400,000 in loans acquired in the Cecil Acquisition on February 1, 2026, strong loan production experienced in 2025 and 2026 benefited average balances in the current year. Loan yields increased by 34 basis points for the second quarter of 2026 and 29 basis points for the year-to-date period primarily as the result of loans repricing higher, portfolio composition shifting from lower yielding mortgage loans to higher yielding loan types, and the Cecil loans that were marked to fair value, which enhanced the overall yield of the loan portfolio. Interest income on loans increased by $4,384,000, or 21.9%, and $7,485,000, or 19.0%, for the three and six months ended June 30, 2026 as a result of increased loan balances and higher yields earned.
Total average loans totaled $1,602,604,000 for the quarter ended March
31, 2026, a $166,286,000 increase in average loan balances over the same period in 2025. In addition to the $147,400,000 in loans acquired
in the Cecil Acquisition on February 1, 2026, the strong loan production experienced in 2025 benefited the first quarter of 2026. Interest
income on loans increased $3,101,000, or 16.0%, for the first quarter of 2026 compared to 2025, primarily as a result of the higher
average balances, but also yields increased 22 basis points as loans repriced at a higher rate, and the Cecil loans were marked to fair
value, which enhanced the overall yield of the loan portfolio.
The average balance of interest-bearing deposit accounts increased
by $72,903,000$68,502,000, or 5.9%,5.4%, and $70,690,000, or 5.6%, for the three and six months ended MarchJune 31,30, 2026, compared to the same periodperiods in the prior year. Growth was experienced
in all deposit types, partiallyprincipally due to $186,384,000 in deposits acquired in the Cecil Acquisition on February 1, 2026. HigherDespite yielding
brokeredthe depositsgrowth decreasedin average deposit balances, interest expense declined by $28,889,000$316,000 duringand $820,000 for the firstthree quarterand ofsix months ended June 30, 2026 compared to 2025,the assame certainperiods brokeredin depositsthe wereprior called
asyear. partThe lower expense was the result of the discipline in managing cost of funds. As a result of lower market rates during the period and managing our cost of deposits,
funds, including less reliance on higher costing brokered time deposits which averaged $66,310,000 and $47,772,000 less in the three and six months ended June 30, 2026 compared to 2025. These brokered deposits which were used to fund the Corporation’s leverage strategy with derivatives were called, as cheaper funds became available. The rate paid on interest bearing deposits declined 28by 21 and 25 basis points fromfor the three and six months ended MarchJune 31,30, 2026 to the same period in 2025. The decrease
in rates paid allowed the Corporation to lower its total interest expense on deposits by $503,000 in the first quarter of 2026 compared
to 2025.2026.
The Corporation’s average balance on borrowed funds
increased by $15,497,000,$15,279,000, or 8.6%,8.7%, for the three months ended MarchJune 31,30, 2026, and $15,398,000, or 8.6%, for the six months ended June 30, 2026, compared to the same periodperiods in 2025. In December 2025,
the Corporation issued $42,500,000 in subordinated debt that was used to partially fund the Acquisition of Cecil, as well as allow
allowing for the repayment in February 2026 of the Corporation’s first2020 subordinated debt issuance in 2020,issuance, which had converted to a
floating rate of interest. The interest rate associated withon the 2025newly issued subordinated debt was highergreater than thatthe interest rate of the amount paid off,
resulting in a higher cost for subordinated debt in the2026 currentcompared period.to 2025. Scheduled repayments of long-term debt in 2025 and the first
quarter half of 2026 were replaced with either deposit growth or short-term borrowings and resulted in the average balancebalances dropping
$18,421,000declining inby $23,275,000 and $20,861,000 for the firstthree quarterand ofsix months ended June 30, 2026 compared to the firstsame quarterperiods ofin 2025.the prior year. Total interest expense on borrowings totaled
$2,482,000,increased a$512,000 $596,000and increase$1,108,000 overfor the firstthree quarterand ofsix 2025,months primarilyended June 30, 2026 compared to the corresponding periods in the prior year as a result of the higher costing additional balances in subordinated debt
with higher rates paid.debt.
For the three months ended MarchJune 31,30, 2026, the net interest spread
increased by 2733 basis points to 2.55%,2.80%, compared to 2.28%2.47% for the three months ended MarchJune 31,30, 2025. For the six months ended June 30, 2026, the net interest spread increased by 31 basis points to 2.68%, compared to 2.37% for the six months ended June 30, 2025. The effect of noninterest-bearing
non-interest bearing funds decreased to 80 basis points for the three months ended MarchJune 31,30, 2026, from 8582 basis points for the three months ended MarchJune 31,
30, 2025, and decreased to 81 basis points from 87 basis points for the six months ended June 30, 2026, compared to the same periods in 2025. The effect of noninterest-bearingnon-interest bearing funds refers to the benefit gained from deposits on which the Corporation does not pay interest
andinterest. As rates go higher, the benefit of non-interest-bearing deposits increases because there is agreater componentdifference ofbetween netnon-interest-bearing interestfunds margin.and interest-bearing liabilities. The Corporation’s NIM for the firstsecond quarter of 2026 was 3.35%,3.60%, compared to 3.13%3.29% for
the firstsecond quarter of 2025. For the year-to-date period, the Corporation’s NIM was 3.49%, compared to 3.24% for the same period in 2025.
The provision for credit losses includes a provision for losses on
loans, available-for-sale debt securities, and unfunded loan commitments. The provision provides for losses inherent in the financial
assets as determined by a quarterly analysis and calculation of various factors related to the financial assets. The amount of the provision
reflects the adjustment management determines necessary to ensure the Allowance for Credit Losses (ACL) is adequate to cover any losses
inherent in the financial assets. The Corporation recorded a provision release of $22,000 for the first quarter of 2026, consisting
of a provision for credit losses related to loans of $108,000, a provision release of $130,000 for unfunded commitments, and $0 related
to available-for-sale securities. For the first quarter of 2025, the provision for credit losses was $486,000, consisting of $426,000
provision related to loans, $60,000 for unfunded commitments, and $0 related to available-for-sale securities. The lower provision levels
in 2026 was primarily related to favorable charge-off history, declines in the legacy Ephrata National Bank and Cecil loan portfolios,
offset by increased economic uncertainty considerations.
The Corporation recorded a provision release of $462,000 for the three months ended June 30, 2026 consisting of a provision release related to loans of $248,000, $214,000 in provision release for off-balance sheet credit exposure and $0 related to available for sale securities. For the three months ended June 30, 2025, the Corporation recorded a provision for credit losses of $126,000 consisting of provision related to loans of $65,000, $61,000 for off-balance sheet losses and $0 related to available for sale securities. The Corporation recorded a provision release of $484,000 for the six months ended June 30, 2026 consisting of a provision release related to loans of $140,000, $344,000 in provision release for off-balance sheet credit exposure and $0 related to available for sale securities. For the six months ended June 30, 2025, the Corporation recorded a provision for credit losses of $612,000 consisting of provision related to loans of $491,000, $121,000 for off-balance sheet losses and $0 related to available for sales securities. The provision release recorded for the three and six months ended June 30, 2026 was primarily as a result of declines in classified assets in the legacy Ephrata National Bank and acquired Cecil loan portfolios, less uncertainty in economic conditions, and lowering expected usage of off-balance sheet commitments.
As of MarchJune 31,30, 2026 and 2025,2026, the allowance as a percentage of total
loans was 1.15%.1.10%, compared to 1.11% and 1.13% at December 31, 2025 and June 30, 2025. More details are provided under Allowance for Credit Losses in the Financial Condition section that follows.
Other income for the firstsecond quarter of 2026 was $4,379,000,$4,062,000, an increase
of $1,053,000,$481,000, or 31.7%,13.4%, compared to the $3,326,000$3,581,000 earned during the firstsecond quarter of 2025. Other income for the year-to-date period was $8,441,000, an increase of $1,534,000, or 22.2% from the year-to-date period in 2025. The following tabletables detailsdetail the categories
that comprise other income (dollars in thousands):
Trust and investment services income increased by $141,000, or 17.9%, for the quarter asand a
resultincreased of$334,000, or 20.2% year-to-date due to increased estate fees, additional wealth management accounts, and favorable market conditions. Service fees and commissions
increased by $250,000,$257,000, or 14.1%36.9%, for the quarter and increased $461,000, or 31.5% year-to-date due primarily to bothadditional organic growth,customers and new customers that resultedaccounts from the Cecil Acquisition.acquisition. Commissions increased by $103,000, or 10.2%, for the quarter and increased $149,000, or 7.4% year-to-date due to increased interchange fees. The Corporation
recorded a$15,000 gainof net gains on securitysecurities transactions of $32,000sold in the firstsecond quarter of 2026,2026 compared to net$48,000 in the second quarter of 2025. For the year-to-date period, the Corporation recorded $47,000 of gains on securities sold compared to losses of $333,000$285,000 for the year-to-date period in the same quarter
of the prior year.2025. Losses on security transactions in 2025 were due to strategic sales of debtinvestment securities to fund higher yielding loan
growth. Mortgage gains increased by $73,000,$45,000, or 16.6%,11.5%, inand $118,000, or 14.2%, for the firstthree quarterand ofsix 2026months ended June 30, 2026, compared to the firstsame quarterperiods in the prior year. This was primarily a result of 2025,higher due to higher
premiums earned on loans sold with servicing released and continued sales of permanent financing for construction loans originated in
the prior year. Earnings on bank owned life insurance increasedwere $133,000,higher by $22,000, or 49.1%,7.8%, and $155,000, or 28.0%, for the three and six months ended MarchJune 31,30, 2026, compared
to the same period in the prior yearyear. asThis increase in the year-to-date amount was due to death benefits were received related to two former directors.directors in 2026. Other miscellaneous income decreased by $54,000, or 14.9%, and $15,000, or 2.2%, for the three and six months ended June 30, 2026, compared to the prior year as a result of sales tax refunds received in the second quarter of 2025.
Operating expenses for the firstsecond quarter of 2026 were $18,284,000,
$18,266,000, an increase of $3,965,000,$4,344,000, or 27.7%,31.2%, compared to $14,319,000the $13,922,000 for the firstsecond quarter of 2025. The following table provides details ofFor the
Corporation’s year-to-date period ended June 30, 2026, operating expenses fortotaled the$36,550,000, three-monthan periodincrease endedof March$8,309,000, 31,or 2026,29.4%, compared to the same period in 20252025. (dollarsThe in
thousands):following tables detail the categories that comprise operating expenses.
The Acquisition of Cecil led to increased operating expenses as four
additional branches in Cecil County, Maryland, were added to the Corporation’s retail network and incremental costs of maintaining
two operating systems were required following the Acquisition. The Acquisition also resulted in merger and conversion related expenses of $2,157,000$1,561,000 and $3,718,000 for the three
and six months ended MarchJune 31,30, 2026, as wethe Corporation incurred professional services to complete the merger and employee severance payments were processed.
The In late June 2026, the Corporation anticipatescompleted convertingthe conversion of the former Cecil operating system to a unified platform which should eliminate redundant expenses in Junefuture 2026.periods.
Salaries and employee benefits are the largest category of operating
expenses. For the firstsecond quarter of 2026, salaries and benefits increased $1,257,000,$825,000, or 15.2%,9.9%, and for the six months ended June 30, 2026, salaries and benefits increased $2,082,000, or 12.5%, compared to the same periodperiods in 2025. In
addition to increased expense associated with staffingStaffing four additional branches duein toCecil the Acquisition,County, merit increasesincreases, and higher medical insurance
costs contributed to the increase. Occupancy and equipment costs were higher by a combined total of $342,000,$611,000, or 26.4%,51.0%, and $953,000, or 38.2%, for the three and six months ended June 30, 2026, compared to the prior year as result of costs associated with new lease expense and higher equipment costs related to costs
associatedthe withacquisition. Advertising and marketing expenses were higher by $66,000, or 17.6%, and $47,000, or 6.3%, for the three newand leasedsix properties,months ended June 30, 2026, compared to the prior year. This increase was primarily related to advertising and media production costs as the purchaseCorporation of new equipmentcontinues to convertpursue marketing opportunities in the communities it serves including the recently entered Cecil toCounty a unified platform.market. Computer software
and data processing expenses increased by $270,000,$800,000, or 14.8%,44.9%, and $1,070,000, or 29.7%, for the three and six months ended MarchJune 31,30, 2026, ascompared ato resultthe ofsame periods in the previous year due to maintaining two
operating systems aswith wellthe asCecil enhancementsacquisition, evolution of enhanced products and services to furthermeet automatecustomers’ processes.needs, and increased transaction volumes. Shares tax expense is based on the Bank’sCorporation’s level of shareholders’
equity, equity and has increased $88,000,$82,000, or 24.4%21.5%, and $171,000, or 23.0%, for the three and six months ended June 30, 2026 due to the growth in shareholders’the Bank’s shareholder’s equity. Professional services costs increased by
$113,000, $269,000, or 13.4%,33.2%, and increased by $382,000, or 23.1%, for the quarter and year-to-date periods. The increase is primarily related to higher accounting and legal fees as well as increased costs for other outside services. Other operating
expenses increased by $5,000, or 0.5%, and decreased by $326,000,$322,000, or 24.1%,13.6%, for the three and six months ended MarchJune 31,30, 2026, compared to the same periodperiods in the prior year due
primarily to depositdecreased andlevel of fraud-related charges decreasing.charge-offs.
Federal and state income tax expense was $1,022,000 for the first
quarter of 2026 compared to $982,000 for the same period in 2025. The effective tax rate for the Corporation was 20.3% for the three
months ended March 31, 2026,$1,335,000 and 18.5%$1,380,000 for the three months ended MarchJune 31,30, 2025.2026 and 2025, resulting in an effective tax rate of 19.0% for both periods. For the six months ended June 30, 2026 and 2025, income tax expense was $2,357,000 and $2,362,000 for an effective tax rate of 19.5% and 18.9%. Generally, the Corporation’s effective tax
rate is less than the 21% federal statutory rate due to tax-exempt income, including interest earned on tax-exempt investment
securities and loans, and income from life insurance policies, partially offset by disallowed interest expense, state income taxes,
and non-deductible acquisition related expenses. The increase in the year-to-date statutory rate is higher due to a state tax expense with
the Acquisition of Cecil, and non-deductible Acquisition-relatedacquisition-related expenses.
A portion of our liquidity consists of cash
and cash equivalents and borrowings. At MarchJune 31,30, 2026, cash and equivalents amounted to $89,520,000,$37,145,000, compared to $60,573,000
at December 31, 2025, and $78,728,000$65,269,000 at MarchJune 31,30, 2025. Our primary sources of cash are principal repayments on loans, proceeds
from the sales, calls, and maturities of investment securities, principal repayments of mortgage-backed securities and asset-backed securities,
and increases in deposit accounts. As of MarchJune 31,30, 2026, wethe Corporation had outstanding borrowings from the FRB Discount Window of $16,000,000, the FHLB of $120,038,000$113,007,000 and
the subordinated debt of $61,474,000.$61,535,000.
At MarchJune 31,30, 2026, the Corporation had $629,599,000
$660,334,000 in outstanding loan commitments, which included $77,578,000$89,038,000 in firm loan commitments, $523,497,000$543,081,000 in unused lines of credit, and open
letters of credit of $28,524,000.$28,215,000. Certificates of deposit due within one year totaled $421,654,000,$414,538,000, or 85.9%97.6% of certificates of deposit.
The Corporation believes, based on past experience, that a significant portion of certificates of deposit will remain at the Corporation
upon maturity and ample liquidity exists outside of these funds. We have the ability to attract and retain deposits by adjusting the interest
rates offered.
As reported in the Consolidated Statements
of Cash Flows, our cash flows are classified for financial reporting purposes as operating, investing, or financing cash flows. Net cash
provided by operating activities was $3,610,000$10,062,000 for the quartersix months ended MarchJune 31,30, 2026 and $4,128,000$10,372,000 for the quartersix months ended MarchJune 31,30, 2025.
Net cash provided by investing activities was $47,371,000 and $7,944,000$29,790,000 for the quartersix months ended MarchJune 31,30, 20262026, and 2025, respectively,
reflecting the liquidation of the Cecil securities in 2026 combined with net loan payoffs.payoffs and net cash used for investing activities was $10,508,000 for the six months ended June 30, 2025. Cash used for financing activities amounted
to $22,034,000$63,280,000 and $2,253,000$3,504,000 for quarter6 months ended MarchJune 31,30, 2026 and 2025. Financing activities in 2026 were influenced by the repayment
of subordinated debt.debt and brokered deposits, partially offset by increases in demand and savings accounts.
The Corporation classifies all of its debt securities as available
for sale and reports the portfolio at fair market value. As of MarchJune 31,30, 2026, the Corporation had $573,634,000$568,205,000 of debt and equity securities,
compared to $588,949,000 at December 31, 2025, and $605,259,000$601,920,000 at MarchJune 31,30, 2025.
In the third quarter of 2024, the Corporation adopted an investment
strategy to add $200approximately million$200,000,000 of investments, both agency and non-agency collateralized mortgage obligations consistent with investment
policy credit quality parameters, in order to protect interest income in a rising rate environment. The goal of this strategy was
to reduce the interest rate risk that management believes was necessary to address the Corporation’s long-term fixed rate assets.
The Corporation paired the investments with off-balance sheet pay-fixed interest rate swaps to mitigate the identified rates-up risk.
The leverage strategy was funded primarilyinitially by callable brokered certificates of deposit and a small portion of short-term FHLB borrowings.
The funding was chosen to allow for maximum flexibility to protect against rates-down risk. With this strategy, the Corporation has the
ability to call the brokered CDs and replace them at lower market rates or unwind the swaps and offset with gains on the investments. At June 30, 2026, the brokered CDs initially used to fund the strategy have been called and paid off. Pay downs on the securities have resulted in the remaining balance of $175,109,000 at June 30, 2026.
Cecil had securities with a fair value of $19,030,000 as of
February 1, 2026, the date of Acquisition. The Corporation evaluated these securities in connection with its overall balance sheet
and investment strategy of all net assets acquired and elected to sell $17,843,000 of these securities shortly after closing of the transaction. No
additional debt securities were purchased during the three months ended March 31, 2026.
The Corporation’s U.S. Treasury sector and U.S. government agency
sectors stayed relatively flat since December 31, 2025. U.S. Treasuries represent a safe credit at a market appropriate yield which added
some diversity to the portfolio. These bonds pay monthly principal and interest, and the Corporation has invested into this sector in
conjunction with the investment strategy discussed above. The Corporation began investing in non-agency MBS and CMO instruments in 2022 as a way
to achieve a higher yield with bonds that are well protected from a credit standpoint. As of MarchJune 31,30, 2026, this sectorsector’s fair value balances stood at $135.3
million,$133,965,000, a decrease of $8.2 million$9,546,000 since December 31, 2025 due to monthly paydowns. There were no concentrations of issuers greater than
10% of the securities portfolio.
The Corporation’s asset-backed securities (ABS) decreased since
December 31, 2025, by $1.6 million,$3,324,000, or 3.1%.6.5%. ABS are floating rate student loan pools which are instruments that perform well in a rates-up
environment and offset the interest rate risk of the longer fixed-rate municipal bonds. These securities provide a variable rate return
above the overnight Federal funds rate in a safe investment with a risk rating very similar to that of U.S. Agency bonds. The asset-backed
securities generally provide monthly principal and interest payments to complement the Corporation’s ongoing cash flows. Management
views the ABS sector as a safe, higher yielding option than cash, with the qualities of cash in a rates-up environment.
Obligations of statesstate and political subdivisions, or municipal bonds,
consist of both tax-free and taxable securities. They carry the longest duration on average of any instrument in the securities portfolio.
These instruments also experience significant fair market value gains and losses when interest rates fluctuate, and currently the yield
on the portfolio has resulted in unrealized losses. The balanceamortized cost of municipal bonds decreased slightly in the first threesix months of 2026.
Municipal bonds represented 29.7%30.4% of the debt securities portfolio as of MarchJune 31,30, 2026, compared to 29.2%31.5% as of December 31, 2025. The
largest geographical concentrations as of MarchJune 31,30, 2026 were obligations of states and political subdivisions located in the states of
Pennsylvania and California.
As of MarchJune 31,30, 2026, the Corporation’s corporate bonds increased
slightlydecreased by $556,000,$1,895,000 or 1.20%,4.20%, from balances at December 31, 2025. Corporate bonds add diversity to the portfolio and provide strong yields for short maturities;
however, by their very nature, corporate bonds carry a higher level of credit risk should the entity experience financial difficulties.
The following table presents investment securities at MarchJune 31,30, 2026
by expected maturity, including scheduled repayments, and the weighted average yield for each maturity presented. Actual maturities may
differ from expected maturities because of differences in assumptions on prepayment or call options embedded in the securities. The yields
presented are calculated using tax-equivalent interest and the amortized cost (dollars in thousands).
Net loans outstanding increased by 14.2%,14.2% to $1,628,874,000$1,653,016,000 at
March 31,June 30, 2026 from $1,426,925,000$1,446,716,000 at MarchJune 31,30, 2025. Net loans increased by 8.7%,10.1%, from $1,498,859,000 at December 31, 2025. The
following table shows the composition of the loan portfolio as of MarchJune 31,30, 2026, December 31, 2025, and MarchJune 31,30, 2025 (in
thousands):
The growth in the loan portfolio since December 31, 20252025, was primarily
the result of loans acquired from Cecil of $147,400,000, primarily in the business and consumer loan segments. The MarchJune 31,30, 20262026, loan
portfolio increased $203,903,000$206,300,000 from MarchJune 31,30, 2025. In addition to the loans acquired from Cecil, strong sales and marketing efforts led to increased
balances across most categories of loans. The Corporation’s strategic plan specifically focusedfocuses on managed loan growth while maintaining
quality of credit standards. The residential real estate segment has declined as management has chosen to reduce the number of mortgage
loans itin its portfolios due to their long maturity dates and elevated interest rate risk.
In the first threesix months of 2026, mortgage production
decreased 10.5%14.6% compared to the first threesix months of 2025. Purchase money origination constituted 88.7%86.9% of the Corporation’s mortgage
originations for the threesix months ended MarchJune 31,30, 2026. The held-for-investment production is 44.8%49.5% of total originations with construction-only
and construction-permanent loans making up 66.2%66.6% of the total held-for-investment production. As of MarchJune 31,30, 2026, adjustable-rate mortgage
balances were $313.9$316.8 million, representing 68.2% of the 1-4 family residential loan portfolio of the Corporation.
The following table presents the Corporation’s non-performing
assets at MarchJune 31,30, 2026, December 31, 2025, and MarchJune 31,30, 2025 (in thousands):
The total balance of non-performing assets increaseddecreased by $3,649,000,$894,000, or 34.0%,7.9%, over balances at MarchJune 31,
30, 2025, and increased $5,040,000,$1,036,000, or 54.0%,11.1%, from balances at December 31, 2025. The increasesincrease over the MarchDecember 31, 2025 and December 31,
2025 balance was andue increaseprimarily into customersforeclosure experiencingon financiala difficulties,commercial including the additionproperty of $412,000 of nonaccrual
loans$748,000 and $533,000$579,000 of foreclosed assets acquiredassociated inwith the legacy Cecil Acquisition. These loans are generally well secured, or have reserves
established on them to mitigate future losses. One loan totaling $2,505,000 that moved into nonaccrual status during the first
quarter of 2026 was paid off, in full, in April 2026.portfolio.
Strong credit and collateral policies have been instrumental in producing
a favorable history of credit losses for the Corporation. The Net Charge-Off table below shows the net charge-offs for each segment of
the Corporation’s loan portfolio for the three months ended MarchJune 31,30, 2026 and 2025 (in thousands):
The Net Charge-Off table below shows the net charge-offs for each segment of the Corporation’s loan portfolio for the six months ended June 30, 2026 and 2025 (in thousands):
The Corporation has historically experienced very low net charge-off
percentages due to disciplined credit practices. For the three months ended March 31, 2026, net charge-offs totaled $11,000 consisting
of $43,000 in charge-offs and $32,000 of recoveries. For the three months ended March 31, 2025, net charge-offs totaled $11,000, consisting
of $30,000 in charge-offs and $19,000 in recoveries.
The Corporation’s level of classified loans was $28,989,000 at June 30, 2026, compared to $35,111,000 at December 31, 2025 and $35,100,000 at June 30, 2025. Total classified loans have decreased from December 31, 2025 due to the payoff of several classified loans that reduced their loan balances
The Corporation’s level of classified loans was $41.5
million on March 31, 2026, compared to $28.9 million on March 31, 2025. Total classified loans have increased from the prior year
due to the downgrading of a number of unrelated agriculture and business relationships. In addition, the Cecil Acquisition
contributed $1,506,000 of classified loans. Having more loans in a classified status may result in a larger allowance as higher
amounts of projected historical losses and qualitative factors are attached to these loans.
The Corporation’s total ending deposits at MarchJune 31,30, 2026 increased
by $192,987,000,$143,607,000, or 10.3%,7.7%, from December 31, 2025 and by $172,861,000,$120,442,000, or 9.1%,6.4%, from MarchJune 31,30, 2025. Customer deposits are the Corporation’s
primary source of funding for loans and securities. The growth in each category of deposits was primarily the result of the $186,384,000 of deposits that were acquired in the Acquisition of Cecil. Brokered CDs decreasedtotaled $28,889,000,$3,749,000 at June 30, 2026, a decrease of $64,293,000 from $96,955,000 at MarchDecember 31, 2025,2025 to
$68,066,000and as$93,240,000 offrom MarchJune 31,30, 2026.2025. The Corporation used excess funds to call certain brokered deposits, to assist in managing the Corporation’s
cost of funds.
ENBP insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 500 shares, about $14.7K) and open-market sales in 0 filings. Net open-market shares: 500 (purchases minus sales); net value about $14.7K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-06 | Zimmerman Roger L |
Open-market purchase | 500 | $29.48 | $14.7K |
| 2026-06-04 | Strohm Joselyn D |
Option exercise | 479 | — | — |
Well-known investors holding ENBP (13F)
None of the 59 investors we track reported a position in their latest 13F.