PFIS 0001558370-24-015698 10-Q as filed: Nov 14, 2024

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended September 30, 2024

☐	Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

for the transition period from

001-36388

(Commission File Number)

PEOPLES FINANCIAL SERVICES CORP.

(Exact name of registrant as specified in its charter)


Pennsylvania	23-2391852
(State of incorporation)	(IRS Employer ID Number)

150 North Washington Avenue, Scranton, PA	18503
(Address of principal executive offices)	(Zip code)

(570) 346-7741

(Registrant’s telephone number, including area code)

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


Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common stock, $2.00 par value	PFIS	The Nasdaq Stock Market

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

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

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


Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of the registrant’s common stock, as of the latest practicable date: 9,994,647 at November 1, 2024.

Table of Contents

PEOPLES FINANCIAL SERVICES CORP.

FORM 10-Q

For the Quarter Ended September 30, 2024


Contents		Page No.

PART I.	FINANCIAL INFORMATION:	3

Item 1.	Financial Statements	3

	Consolidated Balance Sheets at September 30, 2024 (Unaudited) and December 31, 2023 (Unaudited)	3

	Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the Three and Nine Months ended September 30, 2024 and 2023 (Unaudited)	4

	Consolidated Statements of Changes in Stockholders’ Equity for the Three Months ended March 31, June 30 and September 30, 2024 and 2023 (Unaudited)	5

	Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2024 and 2023 (Unaudited)	6

	Notes to Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	51

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	71

Item 4.	Controls and Procedures	73

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	73

Item 1A.	Risk Factors	73

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	73

Item 3.	Defaults upon Senior Securities	73

Item 4.	Mine Safety Disclosures	74

Item 5.	Other Information	74

Item 6.	Exhibits	74

	Signatures	76

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Peoples Financial Services Corp.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)



	September 30, 2024		December 31, 2023
Assets:
Cash and cash equivalents
Cash and due from banks	$	97,090	$	33,524
Interest-bearing deposits in other banks		10,286		9,141
Federal funds sold		178,093		144,700
Total cash and cash equivalents		285,469		187,365

Investment securities:
Available for sale: Amortized cost of $601,270 and $450,454, respectively, net of allowance for credit losses of $0 at September 30, 2024 and December 31, 2023		562,486		398,927
Held to maturity: Fair value of $69,034 and $71,698, respectively, net of allowance for credit losses of $0 at September 30, 2024 and December 31, 2023		79,861		84,851
Equity investments carried at fair value		3,921		98
Total investment securities		646,268		483,876
Loans		4,069,683		2,849,897
Less: allowance for credit losses		39,341		21,895
Net loans		4,030,342		2,828,002
Loans held for sale		803		250
Goodwill		76,958		63,370
Premises and equipment, net		75,877		61,276
Bank owned life insurance		87,401		49,397
Deferred tax assets		33,078		13,770
Accrued interest receivable		17,979		12,734
Intangible assets, net		35,907
Other assets		70,056		42,249
Total assets	$	5,360,138	$	3,742,289

Liabilities:
Deposits:
Noninterest-bearing	$	717,565	$	644,683
Interest-bearing		3,920,299		2,634,354
Total deposits		4,637,864		3,279,037
Short-term borrowings		37,346		17,590
Long-term debt		111,489		25,000
Subordinated debt		33,000		33,000
Junior subordinated debt		8,015
Accrued interest payable		6,829		5,765
Other liabilities		50,544		41,475
Total liabilities		4,885,087		3,401,867

Stockholders’ equity:
Common stock, par value $2.00, authorized 25,000,000 shares, issued and outstanding 9,994,648, shares at September 30, 2024 and 7,040,852 shares at December 31, 2023		19,993		14,093
Capital surplus		250,578		122,130
Retained earnings		239,021		248,550
Accumulated other comprehensive loss		(34,541)		(44,351)
Total stockholders’ equity		475,051		340,422
Total liabilities and stockholders’ equity	$	5,360,138	$	3,742,289

See notes to unaudited consolidated financial statements

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Peoples Financial Services Corp.

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(Dollars in thousands, except per share data)


	Three Months Ended				Nine Months Ended
September 30,	2024		2023		2024		2023
Interest income:
Interest and fees on loans:
Taxable	$	59,412	$	33,095	$	127,859	$	95,283
Tax-exempt		2,299		1,411		5,116		4,205
Interest and dividends on investment securities:
Taxable		4,739		1,920		8,561		5,973
Tax-exempt		411		375		1,153		1,210
Dividends		55				59		4
Interest on interest-bearing deposits in other banks		150		91		385		190
Interest on federal funds sold		1,218		1,873		2,524		2,914
Total interest income		68,284		38,765		145,657		109,779

Interest expense:
Interest on deposits		26,398		16,481		63,216		39,805
Interest on short-term borrowings		550		291		1,444		1,590
Interest on long-term debt		1,389		273		1,929		569
Interest on subordinated debt		443		443		1,330		1,330
Interest on junior subordinated debt		260				260
Total interest expense		29,040		17,488		68,179		43,294
Net interest income		39,244		21,277		77,478		66,485
Provision for (credit to) credit losses		14,458		(166)		15,762		(1,103)
Net interest income after provision for (credit to) credit losses		24,786		21,443		61,716		67,588

Noninterest income:
Service charges, fees, commissions and other		3,384		1,900		7,304		5,847
Merchant services income		223		170		598		542
Commission and fees on fiduciary activities		649		606		1,717		1,691
Wealth management income		708		393		1,486		1,177
Mortgage banking income		84		87		263		295
Increase in cash surrender value of life insurance		551		270		1,116		790
Interest rate swap (loss) gain		(53)		266		25		512
Net gains (losses) on equity investment securities		175				155		(17)
Net gains on sale of investment securities available for sale		1				1		81
Total noninterest income		5,722		3,692		12,665		10,918

Noninterest expense:
Salaries and employee benefits expense		13,170		8,784		30,459		26,346
Net occupancy and equipment expense		6,436		4,298		15,745		12,678
Acquisition related expenses		9,653		869		11,210		990
Amortization of intangible assets		1,665		29		1,665		86
Net gains on sale of other real estate owned				(18)				(18)
Professional fees and outside services		1,017		687		2,482		1,960
FDIC insurance and assessments		809		508		1,907		1,565
Donations		512		389		1,354		1,254
Other expenses		2,240		1,508		6,906		5,361
Total noninterest expense		35,502		17,054		71,728		50,222
(Loss) income before income taxes		(4,994)		8,081		2,653		28,284
(Benefit) provision for income tax expense		(657)		1,335		242		4,534
Net (loss) income		(4,337)		6,746		2,411		23,750

Other comprehensive income (loss):
Unrealized gain (loss) on investment securities available for sale		15,167		(10,378)		12,744		(4,690)
Reclassification adjustment for net gain on sales included in net income		(1)				(1)		(81)
Change in derivative fair value		(1,424)		747		(185)		826
Other comprehensive income (loss)		13,742		(9,631)		12,558		(3,945)
Income tax expense (benefit) related to other comprehensive income (loss)		3,008		(2,074)		2,748		(851)
Other comprehensive income (loss), net of income tax expense (benefit)		10,734		(7,557)		9,810		(3,094)
Comprehensive income (loss)	$	6,397	$	(811)	$	12,221	$	20,656

Per share data:
Net (loss) income:
Basic	$	(0.43)	$	0.95	$	0.30	$	3.33
Diluted	$	(0.43)	$	0.95	$	0.30	$	3.31
Weighted average common shares outstanding:
Basic		9,987,627		7,088,745		8,039,734		7,130,506
Diluted		10,044,449		7,120,685		8,094,036		7,165,570
Dividends declared	$	0.62	$	0.41	$	1.44	$	1.23

See notes to unaudited consolidated financial statements

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Peoples Financial Services Corp.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

(Dollars in thousands, except per share data)


							Accumulated
							Other
	Common		Capital		Retained		Comprehensive
	Stock		Surplus		Earnings		Loss		Total
Balance, January 1, 2024	$	14,093	$	122,130	$	248,550	$	(44,351)	$	340,422
Net income						3,466				3,466
Other comprehensive loss, net of tax								(1,064)		(1,064)
Cash dividends declared: $0.41 per common share						(2,893)				(2,893)
Stock compensation, including tax effects and expenses				61						61
Restricted stock issued: 14,434 shares		29		(29)
Balance, March 31, 2024	$	14,122	$	122,162	$	249,123	$	(45,415)	$	339,992

Net income						3,282				3,282
Other comprehensive income, net of tax								140		140
Cash dividends declared: $0.41 per share						(2,894)				(2,894)
Stock compensation, including tax effects and expenses				287						287
Balance, June 30, 2024	$	14,122	$	122,449	$	249,511	$	(45,275)	$	340,807

Net loss						(4,337)				(4,337)
Other comprehensive income, net of tax								10,734		10,734
Acquisition of FNCB Bancorp, Inc. 2,935,456 shares, $45.54 per share ⁽¹⁾		5,871		127,810						133,681
Cash dividends declared: $0.62 per share						(6,153)				(6,153)
Stock compensation, including tax effects and expenses				319						319
Balance, September 30, 2024	$	19,993	$	250,578	$	239,021	$	(34,541)	$	475,051
(1) Refer to Note 2 - Business Combination for additional detail.

							Accumulated
							Other
	Common		Capital		Retained		Comprehensive
	Stock		Surplus		Earnings		Loss		Total
Balance, January 1, 2023	$	14,321	$	126,850	$	230,515	$	(56,336)	$	315,350
Cumulative impact of adoption of ASC 326, net of tax						2,364				2,364
Net income						7,579				7,579
Other comprehensive income, net of tax								6,894		6,894
Cash dividends declared: $0.41 per common share						(2,936)				(2,936)
Stock compensation, including tax effects and expenses				209						209
Restricted stock issued: 17,640 shares.		35		(35)
Share retirement: 16,573 shares		(33)		(793)						(826)
Balance, March 31, 2023	$	14,323	$	126,231	$	237,522	$	(49,442)	$	328,634

Net income						9,425				9,425
Other comprehensive loss, net of tax								(2,431)		(2,431)
Cash dividends declared: $0.41 per share						(2,930)				(2,930)
Stock compensation, including tax effects and expenses				160						160
Share retirement: 25,555 shares		(51)		(1,020)						(1,071)
Balance, June 30, 2023	$	14,272	$	125,371	$	244,017	$	(51,873)	$	331,787

Net income						6,746				6,746
Other comprehensive loss, net of income taxes								(7,557)		(7,557)
Cash dividends declared: $0.41 per share						(2,906)				(2,906)
Stock compensation, including tax effects and expenses				259						259
Share retirement: 89,558 shares		(179)		(3,760)						(3,939)
Balance, September 30, 2023	$	14,093	$	121,870	$	247,857	$	(59,430)	$	324,390

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Peoples Financial Services Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands, except per share data)


For the Nine Months Ended September 30,	2024		2023
Cash flows from operating activities:
Net income	$	2,411	$	23,750
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of premises and equipment		2,372		2,051
Amortization of right-of-use lease asset		805		454
Amortization of deferred loan fees, net		451		493
Amortization of intangibles		1,665		86
Amortization of low income housing partnerships		376		310
Provision for (credit to) credit losses		15,762		(1,103)
Net unrealized (gain) loss on equity investment securities		(155)		17
Net gain on sale of other real estate owned				(18)
Loans originated for sale		(2,564)		(3,511)
Proceeds from sale of loans originated for sale		2,012		3,499
Net (gain) loss on sale of loans originated for sale		(1)		12
Net (accretion) amortization of investment securities		(197)		774
Net gain on sale of investment securities available for sale		(1)		(81)
(Gain) loss on sale of premises and equipment		(1)		3
Increase in cash surrender value of life insurance		(1,116)		(790)
Deferred income tax (benefit) expense		(2,558)		983
Stock compensation, including tax effects and expenses		667		628
Net change in:
Accrued interest receivable		2,203		(1,054)
Other assets		8,788		(3,581)
Accrued interest payable		(902)		3,874
Other liabilities		585		(2,489)
Net cash provided by operating activities		30,602		24,307
Cash flows from investing activities:
Proceeds from sales of investment securities available for sale		240,861		67,363
Proceeds from repayments of investment securities:
Available for sale		27,013		22,740
Held to maturity		4,918		4,845
Purchases of investment securities:
Available for sale
Equity Securities		(775)
Net (purchase) redemption of restricted equity securities		(4,638)		3,966
Proceeds from sale of equity securities		614
Net cash received in merger with FNCB Bancorp, Inc.		28,811
Net increase in loans		(24,398)		(141,422)
Purchases of premises and equipment		(4,926)		(5,697)
Proceeds from the sale of premises and equipment		153		14
Proceeds from sale of other real estate owned				139
Net cash provided by (used in) investing activities		267,633		(48,052)
Cash flows from financing activities:
Net (decrease) increase in deposits		(68,174)		318,485
(Repayment of) proceeds from long-term borrowings		(10,136)		24,445
Net proceeds (decrease) in short-term borrowings		(109,880)		(87,910)
Retirement of common stock				(5,836)
Cash dividends paid		(11,940)		(8,772)
Net cash (used in) provided by financing activities		(200,130)		240,412
Net increase in cash and cash equivalents		98,104		216,667
Cash and cash equivalents at beginning of period		187,365		37,868
Cash and cash equivalents at end of period	$	285,469	$	254,535

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Peoples Financial Services Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands, except per share data)


For the Nine Months Ended September 30,	2024		2023
Supplemental disclosures:
Cash paid during the period for:
Interest	$	67,116	$	39,420
Income taxes		1,154		3,072
Noncash items:

Transfers of fixed assets to other real estate		1,556
Transfers of loans to other real estate		27
Origination of mortgage servicing rights		542		3,878
Initial recognition of right-of-use assets ⁽¹⁾		2,819		3,878
Initial recognition of lease liability ⁽¹⁾		3,106
Removal of right-of-use assets				785
Removal of lease liability				820
Merger with FNCB⁽²⁾
Tangible assets acquired		1,729,872
Goodwill and other intangible assets		51,205
Liabilities assumed		1,676,207


(1) Recognized as a result of the FNCB merger

(2) See notes to unaudited consolidated financial statements

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

1. Summary of significant accounting policies:

Nature of operations

Peoples Financial Services Corp., a bank holding company incorporated under the laws of Pennsylvania, provides a full range of financial services through its wholly-owned direct and indirect subsidiaries, including Peoples Security Bank and Trust Company (“Peoples Bank”) and 1^st Equipment Finance Inc., collectively, the “Company” or “Peoples”. The Company services its retail and commercial customers through thirty nine full-service community banking offices located within Allegheny, Bucks, Lackawanna, Lebanon, Lehigh, Luzerne, Monroe, Montgomery, Northampton, Susquehanna, Wayne and Wyoming Counties of Pennsylvania, Middlesex County of New Jersey and Broome County of New York.

Basis of presentation

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10-01 of Regulation S-X. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the consolidated financial position and results of operations for the periods presented have been included. All significant intercompany balances and transactions have been eliminated in consolidation. Prior period amounts are reclassified when necessary to conform to the current year’s presentation. These reclassifications did not have any effect on the consolidated operating results or financial position of the Company. The consolidated operating results and financial position of the Company for the three and nine months ended and as of September 30, 2024, are not necessarily indicative of the results of consolidated operations and financial position that may be expected in the future.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates that are particularly susceptible to material change in the near term relate to the determination of the allowance for credit losses, fair value of financial instruments, the fair value of assets acquired and liabilities assumed in business combinations, the valuation of deferred tax assets, and impairment of goodwill. Actual results could differ from those estimates. For additional information and disclosures required under GAAP, reference is made to the Company’s Annual Report on Form 10-K for the period ended December 31, 2023.

Fourth Quarter Dividend Declaration

On October 25, 2024, the Company’s board of directors declared a fourth quarter dividend of $0.6175 per share. The dividend is payable on December 13, 2024 to shareholders of record as of November 29, 2024. The dividend is consistent with the dividend declared in the third quarter of 2024 and is a 50.6 % increase from the fourth quarter in the prior year, which was contemplated as part of the Merger Agreement between the Company and FNCB.

Recent accounting standards

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the required effective dates. The following should be read in conjunction with Note 1 Summary of significant accounting policies of the Notes to the Consolidated Financial Statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2023.

Unless otherwise discussed, management believes the impact of any recently issued standards, including those issued but not yet effective, will not have a material impact on the Company’s consolidated financial statements.

ASU 2024-01, “Compensation – Stock Compensation (Topic 718) – Scope Application of Profits Interest and Similar Awards” (ASU 2024-01) clarifies how an entity determines whether a profits interest or similar award is within the scope

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

of Topic 718 or is not a share-based payment arrangement and therefore within the scope of other guidance. ASU 2024-01 provides an illustrative example with multiple fact patterns and also amends certain language in the “Scope” and “Scope Exceptions” sections of Topic 718 to improve its clarity and operability without changing the guidance. Entities can apply the amendments either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of adoption. If prospective application is elected, an entity must disclose the nature of and reason for the change in accounting principle. ASU 2024-01 is effective January 1, 2025, including interim periods, and is not expected to have a significant impact on the consolidated financial statements.

ASU 2024-02 “Codification Improvements” (“ASU 2024-02”) amends the Codification to remove references to various concepts statements and impacts a variety of topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance, but in most instances the references removed are extraneous and not required to understand or apply the guidance. Generally, the amendments in ASU 2024-02 are not intended to result in significant accounting changes for most entities. ASU 2024-02 is effective January 1, 2025 and is not expected to have a significant impact on the financial statements.

2. Business Combinations:

On July 1, 2024 (the “Acquisition Date”), the Company completed the acquisition of FNCB Bancorp, Inc., a Pennsylvania corporation (“FNCB”), in accordance with the definitive Agreement and Plan of Merger dated as of September 27, 2023 (the “Merger Agreement”), by and among the Company and FNCB. Pursuant to the Merger Agreement, on the Acquisition Date, FNCB merged with and into Peoples, with Peoples continuing as the surviving corporation, and immediately following the merger, FNCB Bank, a Pennsylvania-chartered bank (“FNCB Bank”), merged with and into Peoples Bank, with Peoples Bank as the surviving bank (collectively, the “merger”). The primary reasons for the merger included: expansion of the branch network and commanding market share positions in northeastern Pennsylvania; attractive low-cost funding base; strong cultural alignment and a deep commitment to shareholders, customers, employees, and communities served by Peoples and FNCB; meaningful value creation to shareholders; increased trading liquidity; and increased dividends for People’s shareholders.

In connection with the completion of the merger, former FNCB shareholders received 0.1460 shares of the Company’s common stock per share of FNCB common stock. The value of the total transaction consideration was approximately $133.7 million. The consideration included the issuance of 2,935,456 shares of the Company’s common stock, valued at $45.54 per share, which was the closing price of the Company’s common stock on June 28, 2024, the last trading day prior to the consummation of the merger. Also included in the total consideration was cash in lieu of any fractional shares, which was effectively settled upon closing.

The Company considers its valuations of acquired loans and other assets to be preliminary, as management continues to identify and assess information regarding the nature of these assets acquired and liabilities assumed, including extended information gathering, management review procedures, and any new information that may arise as a result of integration activities. Accordingly, the amounts recorded for current and deferred taxes are also considered preliminary, as the Company continues to evaluate the nature and extent of permanent and temporary differences between the book and tax bases of these other assets acquired and other liabilities assumed. While the Company believes that the information available as of September 30, 2024, provides a reasonable basis for estimating fair value, it is possible that additional

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

information may become available during the remainder of the measurement period that could result in changes to the fair values presented.

The Company will continue to keep the measurement of goodwill open for any additional adjustments to the fair value of certain accounts, for example loans, that may arise during the Company’s final review procedures of any updated information. If considered necessary, any subsequent adjustments to the fair value of assets acquired and liabilities assumed, identifiable intangible assets, or other purchase accounting adjustments will result in adjustments to goodwill within the first twelve months following the Acquisition Date.

As a result of the integration of operations of FNCB, it is not practicable to determine revenue or net income included in the Company’s consolidated operating results relating to FNCB since the Acquisition Date, as FNCB’s results cannot be separately identified.

Comparative pro-forma financial statements for the prior year period were not presented, as adjustments to those statements would not be indicative of what would have occurred had the acquisition taken place on January 1, 2023. In particular, adjustments that would have been necessary to be made to record the loans at fair value, the provision for credit losses or the core deposit intangible would not be practical to estimate.

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

In connection with the acquisition, the consideration paid, and the fair value of identifiable assets acquired and liabilities assumed as of the date of acquisition are summarized in the following table:


(Dollars in thousands)
Purchase Price Consideration
FNCB Bancorp, Inc. common shares settled for stock						20,110,771
Exchange Ratio						0.146
Peoples Financial Services Corp. shares issued						2,935,456
Price per share of Peoples Financial Services Corp. common stock on June 28, 2024						45.54
Purchase price consideration for common stock					$	133,681
Cash in lieu of fractional shares						32
Total purchase price consideration					$	133,713

		FNCB Bancorp, Inc. Book Value 6/30/2024		Fair Value Adjustments		FNCB Bancorp, Inc. Fair Value 6/30/2024
Total purchase price consideration
	$		$		$	133,713
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents		28,843				28,843
Investment securities		426,107		(4,180)		421,927
Loans held for investment		1,267,330		(71,579)		1,195,751
Allowance for credit losses		(13,921)		12,353		(1,568)
Loans held for investment, net of allowance		1,253,409		(59,226)		1,194,183
Restricted stock		9,934				9,934
Premises and equipment, net		13,960		593		14,553
Accrued interest receivable		7,448				7,448
Core deposit intangibles				36,629		36,629
Wealth management customer list intangible				988		988
Deferred tax asset		14,415		5,083		19,498
Operating lease right of use asset		2,821		263		3,084
Other assets		62,728		(3,483)		59,245
Total identifiable assets acquired		1,819,665		(23,333)		1,796,332

Deposits		1,429,406		(2,405)		1,427,001
Borrowings		227,135		(851)		226,284
Trust preferred		10,310		(2,318)		7,992
Accrued interest payable		1,966				1,966
Operating lease liability		3,082				3,082
Other liabilities		9,704		178		9,882
Total liabilities assumed		1,681,603		(5,396)		1,676,207
Total identifiable net assets		$ 138,062		($ 17,937)		$ 120,125
Goodwill						$ 13,588

The following is a discussion of the valuation methodologies used to estimate the fair value of major categories of assets acquired and liabilities assumed in the FNCB merger. The Company used an independent valuation specialist to assist with the determination of fair values of certain acquired assets and assumed liabilities.

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

Cash and cash equivalents

The estimated fair value was determined to approximate the carrying amount of these assets.

Investment securities

All acquired investments were classified as available for sale. The balance sheet adjustment of $4.1 million reflects the fair value adjustment related to certain securities that were sold shortly after closing and was determined by the actual market price. Additional information is included in Note 5.

Loans

The acquired loan portfolio was valued utilizing Level 3 inputs and included the use of a discounted cash flow methodology applied on a pooled basis for accruing loans and on an individual basis for nonaccruing loans and incorporated assumptions that marketplace participants would use in estimating fair values. In the fair value process, accruing loans were grouped by characteristics such as loan type, term, collateral and rate. The Company developed assumptions as to credit risk, expected lifetime losses, qualitative factors, collateral values, discount rates, expected payments and expected prepayments. In instances where reliable market information was not available, the Company used its own assumptions in an effort to determine reasonable fair value. Specifically, the Company created three separate fair value adjustments which a market participant would employ in estimating the total fair value adjustment. The three fair valuation adjustments used were: (i) interest rate loan fair value adjustment; (ii) general credit fair value adjustment; and (iii) specific credit fair value adjustment.

To prepare the interest rate fair value adjustment, market discount rates for similar loans were obtained from various data sources to develop market participant assumptions. The general credit fair value adjustment was calculated using a two-part general credit fair value adjustment: (i) expected lifetime losses and (ii) estimated fair value adjustment for qualitative factors. The expected lifetime losses were calculated using historical losses of the acquired bank and Pennsylvania peer banks. The adjustment related to qualitative factors was impacted by general economic conditions and the risk related to lack of experience with the originator’s underwriting process.

Acquired loans are classified into three categories: purchased credit deteriorated (“PCD”) accruing loans (“PCD Accruing loans”), purchased credit deteriorated nonaccruing loans (“PCD Nonaccruing loans”) and non-PCD loans. PCD loans are defined as a loan or group of loans that have experienced more than insignificant credit deterioration since origination. The Company considers various factors in connection with the identification of more-than-insignificant deterioration in credit, including but not limited to nonperforming status, delinquency, risk ratings, and other qualitative factors that indicate deterioration in credit quality since origination. Non-PCD loans will have an allowance established subsequent to the Acquisition Date, which is recognized as an expense through the provision for credit losses. For PCD loans, the loans were recorded at their amortized cost, less an allowance for credit losses of $1.8 million on the Acquisition Date. There is no provision for credit loss expense recognized on PCD loans because the initial allowance is established by grossing-up the amortized cost of the PCD loans. The remaining difference between the net of the amortized cost basis and the allowance for credit losses and the fair value allocated to the loans on the date of acquisition is recognized as a non-credit-related discount that will be accreted into interest income over the life of the loans.

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


Dollars in thousands		Unpaid Principal Balance		Non-credit Discount at Acquisition		PCD Allowance for Credit Losses at Acquisition		Fair Value of PCD Loans at Acquisition
PCD Accruing	$	95,851	$	(3,626)	$	1,841	$	94,066
PCD Nonaccruing		10,470		(2,898)				7,572
Total PCD loans	$	106,321	$	(6,524)	$	1,841	$	101,638

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

A Day 1 allowance for credit losses on non-PCD loans of $14.3 million was recorded through the provision for credit losses within the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). At the Acquisition Date, of the $1.3 billion loans acquired from FNCB, $1.2 billion, or 91.5%, of FNCB’s loan portfolio was accounted for as non-PCD loans.

Premises and equipment

The estimated fair value of premises were measured based upon appraisals from independent third parties. The estimated fair value of equipment was determined to approximate the carrying amount of these assets.

Core Deposit Intangible

Fair value was determined by using income approach under ASC topic 820. This present value analysis calculates the expected after-tax cash flow benefits of each acquired core deposits type versus the cost of obtaining an alternative source of funding (brokered deposits and FHLB borrowings) over the expected life of each acquired core deposits type, discounted at a long-term market oriented after-tax rate of return. The valuation also included assumptions related to expected account attrition, interest costs, and deposit maintenance cost and deposit fee income. The core deposit intangible was valued at $36.6 million or 5.1% of core deposits. The core deposit intangible asset is being amortized on an accelerated basis over 10 years based upon the period over which the estimated economic benefits are estimated to be received. Amortization expense for three months ended September 30, 2024, was $1.7 million. Additional information is included in Note 6.

Deferred Tax Asset

The Company recorded a net deferred income tax asset of $19.5 million related to tax attributes of FNCB, along with the effects of fair value adjustments resulting from applying the purchase method of accounting.

Time Deposits

The estimated fair value of time deposits was determined using a discounted cash flow approach. The fair value of time deposit accounts was determined by compiling individual account data into groups of equal remaining maturities with corresponding calculated weighted average rates. Each maturity group’s weighted average rate was compared to market rates for similar maturities and then priced to current market interest rates offered on time deposits with similar terms and maturities.

Borrowings and Subordinated Debt

The estimated fair value of short-term borrowings was determined to approximate the stated value. Subordinated debentures were valued using a discounted cash flow approach incorporating a discount rate that incorporated similar terms, maturity and credit rating.

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

Merger-related Expenses

Costs related to the acquisition totaled $9.7 million and $11.2 million during the three and nine months ended September 30, 2024. These amounts were expensed as incurred and are recorded as merger-related expenses in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). The following table details the costs identified and classified as merger-related expenses of the acquisition.


	Three Months Ended		Nine Months Ended
	September 30, 2024		September 30, 2024
Severance expenses	$	187	$	187
System termination and integration fees		8,375		8,551
Financial advisory fees		582		1,173
Legal and professional fees		87		772
Other merger related expenses		422		527
Total	$	9,653	$	11,210

3. Other comprehensive income (loss):

The components of other comprehensive income (loss) (“OCI”) and their related tax effects are reported in the consolidated statements of income (loss) and comprehensive income (loss). The accumulated other comprehensive loss included in the consolidated balance sheets relates to net unrealized gains and losses on investment securities available for sale, benefit plan adjustments and adjustments to derivative fair values.

The components of accumulated other comprehensive loss included in stockholders’ equity at September 30, 2024 and December 31, 2023 are as follows:


(Dollars in thousands)		September 30, 2024		December 31, 2023
Net unrealized loss on investment securities available for sale	$	(38,784)	$	(51,527)
Income tax benefit		(8,482)		(11,270)
Net of income taxes		(30,302)		(40,257)
Benefit plan adjustments		(4,370)		(4,370)
Income tax benefit		(956)		(956)
Net of income taxes		(3,414)		(3,414)
Derivative adjustments		(1,056)		(871)
Income tax benefit		(231)		(191)
Net of income taxes		(825)		(680)
Accumulated other comprehensive loss	$	(34,541)	$	(44,351)

4. Earnings per share:

Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance.

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

The following table presents the calculation of both basic and diluted earnings per share of common stock for the three and nine months ended September 30, 2024 and 2023:



(Dollars in thousands, except per share data)	2024				2023
For the Three Months Ended September 30,	Basic		Diluted		Basic		Diluted
Net (loss) income	$	(4,337)	$	(4,337)	$	6,746	$	6,746
Average common shares outstanding		9,987,627		10,044,449		7,088,745		7,120,685
(Loss) earnings per share	$	(0.43)	$	(0.43)	$	0.95	$	0.95



(Dollars in thousands, except per share data)	2024				2023
For the Nine Months Ended September 30,	Basic		Diluted		Basic		Diluted
Net income	$	2,411	$	2,411	$	23,750	$	23,750
Average common shares outstanding		8,039,734		8,094,036		7,130,506		7,165,570
Earnings per share	$	0.30	$	0.30	$	3.33	$	3.31

5. Investment securities:

The amortized cost and fair value of investment securities aggregated by investment category at September 30, 2024 and December 31, 2023 are summarized as follows:


	September 30, 2024
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(Dollars in thousands)	Cost		Gains		Losses		Value
Available for sale:
U.S. Treasury securities	$	189,190	$		$	8,375	$	180,815
U.S. government-sponsored enterprises
State and municipals:
Taxable		85,468		109		8,186		77,391
Tax-exempt		76,570		67		8,467		68,170
Residential mortgage-backed securities:
U.S. government agencies		1,451		30				1,481
U.S. government-sponsored enterprises		144,244		1,362		15,536		130,070
Commercial mortgage-backed securities:
U.S. government-sponsored enterprises		4,608				60		4,548
Private collateralized mortgage obligations		42,624		635		12		43,247
Asset backed securities		24,115		44		314		23,845
Corporate debt securities		32,307		622		717		32,212
Negotiable certificates of deposit		693		14				707
Total available for sale	$	601,270	$	2,883	$	41,667	$	562,486
Held to maturity:
Tax-exempt state and municipals	$	11,175	$		$	835	$	10,340
Residential mortgage-backed securities:
U.S. government agencies		14,151				2,298		11,853
U.S. government-sponsored enterprises		54,535				7,694		46,841
Total held to maturity	$	79,861	$		$	10,827	$	69,034

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)


	December 31, 2023
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(Dollars in thousands)	Cost		Gains		Losses		Value
Available for sale:
U.S. Treasury securities	$	197,920	$		$	13,863	$	184,057
U.S. government-sponsored enterprises		2,539				387		2,152
State and municipals:
Taxable		67,831				10,731		57,100
Tax-exempt		75,742				8,618		67,124
Residential mortgage-backed securities:
U.S. government agencies		758				34		724
U.S. government-sponsored enterprises		89,935				17,264		72,671
Commercial mortgage-backed securities:
U.S. government-sponsored enterprises		11,729				360		11,369
Corporate debt securities		4,000				270		3,730
Total available for sale	$	450,454	$		$	51,527	$	398,927
Held to maturity:
Tax-exempt state and municipals	$	11,201	$	1	$	660	$	10,542
Residential mortgage-backed securities:
U.S. government agencies		15,400				2,653		12,747
U.S. government-sponsored enterprises		58,250				9,841		48,409
Total held to maturity	$	84,851	$	1	$	13,154	$	71,698

The Company did not sell any investments from its legacy securities portfolio during the three and nine months ended September 30, 2024. Immediately after the consummation of the FNCB merger, the Company sold a significant portion of the available for sale investments acquired from FNCB and used the proceeds of $241.3 million to repay short-term borrowings and build on-balance sheet liquidity; there were no gains or losses realized on the sale. During the nine-month period ended September 30, 2023, investment securities, including U.S. Treasury bonds and mortgage-backed securities, with a par value of $65.6 million were sold at a net gain of $81 thousand. The proceeds were used to pay-down higher cost short-term borrowings.

The maturity distribution of the fair value, which is the net carrying amount, of the debt securities classified as available for sale at September 30, 2024, is summarized as follows:


	Amortized		Fair
(Dollars in thousands)	Cost		Value
Within one year	$	74,667	$	73,596
After one but within five years		163,400		154,865
After five but within ten years		77,493		71,741
After ten years		68,668		59,093
		384,228		359,295
Mortgage-backed and other amortizing securities		217,042		203,191
Total	$	601,270	$	562,486

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

The maturity distribution of the amortized cost and fair value, of debt securities classified as held to maturity at September 30, 2024, is summarized as follows:


	Amortized		Fair
(Dollars in thousands)	Cost		Value
After one but within five years	$	1,191	$	1,096
After five but within ten years		9,984		9,244
		11,175		10,340
Mortgage-backed securities		68,686		58,694
Total	$	79,861	$	69,034

Securities with a carrying value of $368.6 million and $322.4 million at September 30, 2024 and December 31, 2023, respectively, were pledged to secure public deposits and certain other deposits as required or permitted by law and pledged to the Discount Window at the Federal Reserve

Securities and short-term investment activities are conducted with a diverse group of government entities, corporations and state and local municipalities. The counterparty’s creditworthiness and type of collateral is evaluated on a case-by-case basis. At September 30, 2024, there were no significant concentrations of credit risk from any one issuer, with the exception of U.S. government agencies and sponsored enterprises, which exceeded 10.0 percent of stockholders’ equity.

The fair value and gross unrealized losses of investment securities with unrealized losses at September 30, 2024 and December 31, 2023, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, are summarized as follows:


	September 30, 2024
	Less than Twelve Months					Twelve Months or Longer					Total
	Total # in a loss			Unrealized		Total # in a loss			Unrealized		Total # in a loss			Unrealized
(Dollars in thousands)	Position		Fair Value	Losses		Position		Fair Value	Losses		Position		Fair Value	Losses
Securities Available for Sale
U.S. Treasury securities						41	$	180,815	$	8,375	41	$	180,815	$	8,375
State and municipals:
Taxable						64		58,033		8,186	64		58,033		8,186
Tax-exempt	1		680			91		64,293		8,467	92		64,973		8,467
Residential mortgage-backed securities:
U.S. government agencies						1		6		0	1		6		0
U.S. government-sponsored enterprises	1		3,601		41	31		73,997		15,495	32		77,598		15,536
Commercial mortgage-backed securities:
U.S. government-sponsored enterprises						2		4,548		60	2		4,548		60
Private collateralized mortgage obligations	9		7,699		12						9		7,699		12
Asset-backed securities	3		2,818		11	1		2,024		303	4		4,842		314
Corporate debt securities	6		6,034		315	6		3,599		402	12		9,633		717
Total	20	$	20,832	$	379	237	$	387,315	$	41,288	257	$	408,147	$	41,667

Securities Held to Maturity
U.S. government-sponsored enterprises
Tax-exempt	4	$	1,182	$	7	12	$	7,453	$	828	16	$	8,635	$	835
Residential mortgage-backed securities:
U.S. government agencies						4		11,853		2,298	4		11,853		2,298
U.S. government-sponsored enterprises						8		46,841		7,694	8		46,841		7,694
Total	4	$	1,182	$	7	24	$	66,147	$	10,820	28	$	67,329	$	10,827

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)


	December 31, 2023
	Less than Twelve Months					Twelve Months or Longer					Total
	Total # in a loss				Unrealized	Total # in a loss				Unrealized	Total # in a loss				Unrealized
(Dollars in thousands)	Position		Fair Value		Losses	Position		Fair Value		Losses	Position		Fair Value		Losses
Securities Available for Sale
U.S. Treasury securities						43	$	184,057	$	13,863	43	$	184,057	$	13,863
U.S. government-sponsored enterprises						2		2,152		387	2		2,152		387
State and municipals:
Taxable	1	$	995	$	6	65		56,105		10,725	66		57,100		10,731
Tax-exempt	2		575		5	93		66,393		8,613	95		66,968		8,618
Residential mortgage-backed securities:
U.S. government agencies						3		724		34	3		724		34
U.S. government-sponsored enterprises						32		72,671		17,264	32		72,671		17,264
Commercial mortgage-backed securities:
U.S. government-sponsored enterprises						4		11,369		360	4		11,369		360
Corporate debt securities						6		3,730		270	6		3,730		270
Total	3	$	1,570	$	11	248	$	397,201	$	51,516	251	$	398,771	$	51,527

(Dollars in thousands)
Securities Held to Maturity
State and municipals:
Tax-exempt	2	$	1,438	$	36	10	$	6,209	$	624	12	$	7,647	$	660
Residential mortgage-backed securities:						0		0		0	0		0		0
U.S. government agencies						4		12,747		2,653	4		12,747		2,653
U.S. government-sponsored enterprises						8		48,409		9,841	8		48,409		9,841
Total	2	$	1,438	$	36	22	$	67,365	$	13,118	24	$	68,803	$	13,154

Management considered whether a credit loss existed related to the investments in an unrealized loss position by determining (i) whether the decline in fair value is attributable to adverse conditions specifically related to the financial condition of the security issuer or specific conditions in an industry or geographic area; (ii) whether the credit rating of the issuer of the security has been downgraded; (iii) whether dividend or interest payments have been reduced or have not been made and (iv) an adverse change in the remaining expected cash flows from the security such that the Company will not recover the amortized cost of the security. If the decline is judged to be due to factors related to credit, the credit loss should be recorded as an allowance for credit losses (“ACL”) with an offsetting entry to net income. The portion of the loss related to non-credit factors are recorded in OCI.

Based on management’s assessment of the factors identified above, it is determined the fair value of all the identified investments being less than the amortized costs is primarily caused by the rapid increase in market rates and not credit quality. All interest payments have been received as scheduled, substantially all debt securities are rated above investment grade and no material downgrades announced. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider the unrealized loss to be credit related, thus no allowance for credit loss expense was recorded at September 30, 2024 or December 31, 2023.

Equity Securities

Included in equity securities with readily determinable fair values at September 30, 2024 were investments in the common or preferred stock of publicly traded bank holding companies and an investment in a mutual fund comprised of 1-4 family residential mortgage-backed securities collateralized by properties within the Company’s market area. Equity securities with readily determinable fair values are reported at fair value with net unrealized gains and losses recognized in the consolidated statements of income (loss) and comprehensive income (loss).

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

The following table presents unrealized and realized gains and losses recognized in net income on equity securities for the three and nine months ended September 30, 2024 and 2023:


		For the three months ended			For the nine months ended
(Dollars in thousands)		September 30, 2024	September 30, 2023		September 30, 2024		September 30, 2023
Net gains (losses) recognized on equity securities	$	175		$	155	$	(17)
Less: net gains realized on equity securities sold		54			54
Unrealized gains (losses) on equity securities	$	121		$	101	$	(17)

Equity Securities without Readily Determinable Fair Values

At September 30, 2024 and December 31, 2023, equity securities without readily determinable fair values consisted primarily of Federal Home Loan Bank (“FHLB”) of Pittsburgh stock totaling $7.7 million and $5.2 million, respectively. At September 30, 2024, equity securities without readily determinable fair values also included a $500 thousand investment in a fixed-rate, non-cumulative perpetual preferred stock of a privately-held bank holding company acquired through the merger with FNCB. The preferred stock, which is not traded on any established market, pays quarterly dividends at an annual rate of 8.25%. Equity securities without readily determinable fair values are evaluated for impairment whenever events or circumstances suggest that their carrying value may not be recoverable are included in other assets in the Consolidated Balance Sheets.

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

6. Goodwill and Other Intangibles:

The following table provides information on the significant components of goodwill and other acquired intangible assets at September 30, 2024 and December 31, 2023.


	September 30, 2024
		Gross				Accumulated				Net
		Carrying				Impairment		Accumulated		Carrying
(Dollars in thousands)		Amount		Additions		Charges		Amortization		Amount
Goodwill	$	63,370	$	13,588	$		$		$	76,958
Total goodwill	$	63,370	$	13,588	$		$		$	76,958

Core deposit intangible	$		$	36,629	$		$	1,665	$	34,964
Wealth management customer list intangible				988				45		943
Total intangible assets, net	$		$	37,617	$		$	1,710	$	35,907



	December 31, 2023
		Gross				Accumulated				Net
		Carrying				Impairment		Accumulated		Carrying
(Dollars in thousands)		Amount		Additions		Charges		Amortization		Amount
Goodwill	$	63,370	$		$		$		$	63,370
Total goodwill	$	63,370	$		$		$		$	63,370

The aggregate amortization expense was $1.7 million for the three and nine months ended September 30, 2024. There was $29 thousand and $86 thousand of expense for the three and nine months ended September 30, 2023, respectively.

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

At September 30, 2024, estimated future remaining amortization of the core deposit intangible and wealth management customer list intangible within the years ending December 31, are as follows:


(Dollars in thousands)	CDI		Wealth management customer list intangible		Total
2024	$	1,665	$	45	$	1,710
2025		6,327		171		6,498
2026		5,661		153		5,814
2027		4,995		135		5,130
2028		4,329		117		4,446
Thereafter		11,987		322		12,309
Total amortizing intangible	$	34,964	$	943	$	35,907

7. Loans, net and allowance for credit losses:

The major classifications of loans outstanding, net of deferred loan origination fees and costs at September 30, 2024 and December 31, 2023 are summarized as follows. The Company had net deferred loan origination fees of $1.0 million and $0.4 million at September 30, 2024 and December 31, 2023, respectively. Included in total loans at September 30, 2024 were $1.2 billion in loans acquired as part of the acquisition of FNCB effective July 1, 2024.



(Dollars in thousands)		September 30, 2024	December 31, 2023
Commercial and Industrial	$	699,912	$	368,411
Municipal		190,167		175,304
Total		890,079		543,715
Real estate
Commercial		2,309,588		1,863,118
Residential		550,590		360,803
Total		2,860,178		2,223,921
Consumer
Indirect Auto		130,380		75,389
Consumer Other		15,580		6,872
Total		145,960		82,261

Equipment Financing		173,466
Total	$	4,069,683	$	2,849,897

Allowance for Credit Losses

The ACL represents the estimated amount considered necessary to cover lifetime expected credit losses inherent in financial assets at the balance sheet date. The measurement of expected credit losses is applicable to loans receivable and held to maturity securities measured at amortized cost. It also applies to off-balance sheet credit exposures such as loan commitments and unused lines of credit. The allowance is established through a provision for credit losses that is charged against income. The methodology for determining the ACL for loans is considered a critical accounting estimate by management because of the high degree of judgment involved, the subjectivity of the assumptions used, and the potential for changes in the forecasted economic environment that could result in changes to the amount of the

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

recorded ACL. The ACL related to loans receivable and held to maturity debt securities is reported separately as a contra-asset on the consolidated balance sheets. The expected credit loss for unfunded lending commitments and unfunded loan commitments is reported on the consolidated balance sheets in other liabilities while the provision for credit losses related to unfunded commitments is reported in other noninterest expense in the consolidated statements of income (loss) and comprehensive income (loss).

The Company made an accounting policy election to exclude accrued interest receivable from the amortized cost basis of loans, available for sale securities, and held to maturity securities. Accrued interest receivable on loans is reported as a component of accrued interest receivable on the Consolidated Balance Sheets, totaled $15.1 million and $10.6 million at September 30, 2024 and 2023 and is excluded from the estimate of credit losses. Accrued interest receivable on available for sale securities and held to maturity securities, also a component of accrued interest receivable on the Consolidated Balance Sheets, and totaled $2.5 million and $175 thousand, respectively, at September 30, 2024 and is excluded from the estimate of credit losses, as the Company has a policy to charge off accrued interest deemed uncollectible in a timely manner. At September 30, 2023, accrued interest receivable on available for sale securities and held to maturity securities was $1.6 million and $185 thousand, respectively.

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

The following tables present the changes in and period end balance of the allowance for credit losses at September 30, 2024 and 2023. The tables identify the valuation allowances attributable to specifically identified impairments on individually evaluated loans, including those acquired with deteriorated credit quality. The tables include the underlying balance of loans receivable applicable to each category as of those dates.


	September 30, 2024
					Real estate						Equipment
(Dollars in thousands)	Commercial		Municipal		Commercial		Residential		Consumer		Financing		Total
Allowance for credit losses:
Beginning Balance July 1, 2024	$	2,171	$	711	$	15,156	$	4,230	$	855	$		$	23,123
Merger-related adjustments - Non PCD Loans*		2,259		502		4,149		1,785		1,470		4,163		14,328
Merger-related adjustments PCD Loans		337		71		371		468		320		274		1,841
Charge-offs		(5)				(26)				(444)		(58)		(533)
Recoveries		10				70		4		310		58		452
(Credits) provisions		(162)		(321)		2,172		(1,241)		(528)		210		130
Ending balance	$	4,610	$	963	$	21,892	$	5,246	$	1,983	$	4,647	$	39,341

* See Note 2 - Business Combination and the initial provision for non-PCD loans.

	September 30, 2023
					Real estate						Equipment
(Dollars in thousands)	Commercial		Municipal		Commercial		Residential		Consumer		Financing		Total
Allowance for loan losses:
Beginning Balance July 1, 2023	$	2,751	$	827	$	14,961	$	3,767	$	912	$		$	23,218
Charge-offs										(65)				(65)
Recoveries		4						3		16				23
(Credits) provisions		(504)		40		134		128		36				(166)
Ending balance	$	2,251	$	867	$	15,095	$	3,898	$	899	$		$	23,010

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)


	September 30, 2024
					Real estate						Equipment
(Dollars in thousands)	Commercial		Municipal		Commercial		Residential		Consumer		Financing		Total
Allowance for credit losses:
Beginning Balance January 1, 2024	$	2,272	$	788	$	14,153	$	3,782	$	900			$	21,895
Merger-related adjustments - Non PCD Loans*		2,259		502		4,149		1,785		1,470		4,163		14,328
Merger-related adjustments PCD Loans		337		71		371		468		320		274		1,841
Charge-offs		(51)				(27)				(640)		(58)		(776)
Recoveries		90				70		8		393		58		619
(Credits) provisions		(297)		(398)		3,176		(797)		(460)		210		1,434
Ending balance	$	4,610	$	963	$	21,892	$	5,246	$	1,983	$	4,647	$	39,341

* See Note 2 - Business Combination and the initial provision for non-PCD loans.

	September 30, 2023
					Real estate						Equipment
(Dollars in thousands)	Commercial		Municipal		Commercial		Residential		Consumer		Financing		Total
Allowance for credit losses:
Beginning Balance January 1, 2023	$	4,365	$	1,247	$	17,915	$	3,072	$	873	$		$	27,472
Impact of adopting ASC 326		(1,683)		747		(3,344)		967		30				(3,283)
Beginning Balance January 1, 2023		2,682		1,994		14,571		4,039		903				24,189
Charge-offs		(4)								(213)				(217)
Recoveries		9				1		22		109				141
(Credits) provisions		(436)		(1,127)		523		(163)		100				(1,103)
Ending balance	$	2,251	$	867	$	15,095	$	3,898	$	899	$		$	23,010

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

The following table represents the allowance for credit losses by major classification of loan and whether the loans were individually or collectively evaluated and collateral dependent by class of loans at September 30, 2024 and December 31, 2023.


	September 30, 2024
					Real estate						Equipment
(Dollars in thousands)	Commercial		Municipal		Commercial		Residential		Consumer		Financing		Total
Allowance for credit losses:
Ending balance	$	4,610	$	963	$	21,892	$	5,246	$	1,983	$	4,647	$	39,341
Ending balance: individually evaluated		8				400								408
Ending balance: collectively evaluated		4,602		963		21,492		5,246		1,983		4,647		38,933
Loans receivable:
Ending balance	$	699,912	$	190,167	$	2,309,588	$	550,590	$	145,960	$	173,466	$	4,069,683
Individually evaluated - collateral dependent - real estate		4,180				11,145		4,883				851		21,059
Individually evaluated - collateral dependent - non-real estate		7												7
Collectively evaluated		695,725		190,167		2,298,443		545,707		145,960		172,615		4,048,617


	December 31, 2023
					Real estate						Equipment
(Dollars in thousands)	Commercial		Municipal		Commercial		Residential		Consumer		Financing	Total
Allowance for loan losses:
Ending balance	$	2,272	$	788	$	14,153	$	3,782	$	900	$	$	21,895
Ending balance: individually evaluated for impairment		10				21							31
Ending balance: collectively evaluated for impairment		2,262		788		14,132		3,782		900			21,864
Loans receivable:
Ending balance	$	368,411	$	175,304	$	1,863,118	$	360,803	$	82,261	$	$	2,849,897
Individually evaluated - collateral dependent - real estate		7				2,974		1,749					4,730
Individually evaluated - collateral dependent - non-real estate		10											10
Collectively evaluated		368,394		175,304		1,860,144		359,054		82,261			2,845,157

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

Nonaccrual Loans

The following table presents the Company’s nonaccrual loans, including non-PCD nonaccrual loans, at September 30, 2024 and December 31, 2023.



		September 30, 2024
		Total		Nonaccrual with		Nonaccrual with
		Nonaccrual		an Allowance for		no Allowance for
(Dollars in thousands)		Loans		Credit Losses		Credit Losses
Commercial	$	4,180	$	351	$	3,829
Municipal
Real estate:
Commercial		11,146		2,620		8,526
Residential		4,321				4,321
Consumer		451				451
Equipment Financing		851				851
Total	$	20,949	$	2,971	$	17,978



		December 31, 2023
		Total		Nonaccrual with		Nonaccrual with
		Nonaccrual		an Allowance for		no Allowance for
(Dollars in thousands)		Loans		Credit Losses		Credit Losses
Commercial	$	10	$	10	$
Municipal
Real estate:
Commercial		2,974		1,170		1,804
Residential		760				760
Consumer		218				218
Total	$	3,962	$	1,180	$	2,782

Interest income recorded on nonaccrual loans was $887 thousand and $11 thousand for the three months ended September 30, 2024 and September 30, 2023, respectively. Interest income recorded on nonaccrual loans was $961 thousand and $426 thousand for the nine months ended September 30, 2024 and September 30, 2023, respectively.

The Company segments loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. Loans are individually analyzed for credit risk by classifying them within the Company’s internal risk rating system. The Company’s risk rating classifications are defined as follows:

●

Pass- A loan to borrowers with acceptable credit quality and risk that is not adversely classified as Substandard, Doubtful, Loss nor designated as Special Mention.

●

Special Mention- A loan that has potential weaknesses that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution’s credit position at some future date. Special Mention loans are not adversely classified since they do not expose the Company to sufficient risk to warrant adverse classification

●

Substandard- A loan that is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that Peoples Bank will sustain some loss if the deficiencies are not corrected.

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

●

Doubtful – A loan classified as Doubtful has all the weaknesses inherent in one classified Substandard with the added characteristic that the weaknesses make the collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

●

Loss- A loan classified as Loss is considered uncollectible and of such little value that its continuance as bankable loan is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future.

The following table presents the amortized cost of loans and gross charge-offs by year of origination and by major classification of loans summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company’s internal risk rating system at September 30, 2024 and December 31, 2023:


	As of September 30, 2024
(Dollars in thousands)		2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
Commercial
Pass	$	54,824	$	85,532	$	80,128	$	90,107	$	40,718	$	107,295	$	219,160	$	7	$	677,771
Special Mention		1,352		1,136		701		458		2,449		1,464		1,806				9,366
Substandard		-		1,010		2,352		442		1,178		687		7,106				12,775
Total Commercial		56,176		87,678		83,181		91,007		44,345		109,446		228,072		7		699,912

Municipal
Pass		5,249		6,180		51,520		100,817		10,347		15,999		55				190,167
Special Mention
Substandard
Total Municipal		5,249		6,180		51,520		100,817		10,347		15,999		55				190,167

Commercial real estate
Pass		136,530		188,333		660,675		536,817		163,176		563,148		6,553		137		2,255,369
Special Mention				2,342		950		3,708		1,351		25,304		99				33,754
Substandard				501		5,686		6,054		155		8,069						20,465
Total Commercial real estate		136,530		191,176		667,311		546,579		164,682		596,521		6,652		137		2,309,588

Residential real estate
Pass		23,736		34,797		78,746		125,726		52,640		111,597		121,174		308		548,724
Special Mention
Substandard				4		60		186		301		1,311		4				1,866
Total Residential real estate		23,736		34,801		78,806		125,912		52,941		112,908		121,178		308		550,590

Consumer
Pass		25,689		41,912		44,430		21,337		5,009		6,303		1,034				145,714
Special Mention
Substandard				102		20		66		51		5		2				246
Total Consumer		25,689		42,014		44,450		21,403		5,060		6,308		1,036				145,960

Equipment Financing
Pass		50,596		72,636		46,005		2,443										171,680
Special Mention				710		417												1,127
Substandard				659														659
Total Equipment Financing		50,596		74,005		46,422		2,443										173,466

Total Loans	$	297,976	$	435,854	$	971,690	$	888,161	$	277,375	$	841,182	$	356,993	$	452	$	4,069,683

Gross charge-offs
Commercial	$		$	41	$		$	2	$		$	8	$		$		$	51
Municipal
Commercial real estate												27						27
Residential real estate
Consumer		90		143		186		125		22		74						640
Equipment Financing				58														58
Total Gross charge-offs	$	90	$	242	$	186	$	127	$	22	$	109	$		$		$	776

Table of Contents

Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)



	As of December 31, 2023
(Dollars in thousands)		2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
Commercial
Pass	$	9,856	$	38,172	$	28,127	$	29,966	$	44,551	$	82,190	$	131,536	$	650	$	365,048
Special Mention				876		182						49		832				1,939
Substandard		15		19		42				33		534		781				1,424
Total Commercial		9,871		39,067		28,351		29,966		44,584		82,773		133,149		650		368,411

Municipal
Pass		1,888		48,095		94,791		10,804		16		19,652		58				175,304
Special Mention
Substandard
Total Municipal		1,888		48,095		94,791		10,804		16		19,652		58				175,304

Commercial real estate
Pass		156,277		553,754		491,506		143,068		153,426		351,142				117		1,849,290
Special Mention				1,299						360		2,761						4,420
Substandard		169		1,338		1,520		160		697		5,524						9,408
Total Commercial real estate		156,446		556,391		493,026		143,228		154,483		359,427				117		1,863,118

Residential real estate
Pass		17,385		52,093		65,280		27,118		16,652		84,652		83,507		13,490		360,177
Special Mention
Substandard		4						329				288		5				626
Total Residential real estate		17,389		52,093		65,280		27,447		16,652		84,940		83,512		13,490		360,803

Consumer
Pass		27,053		30,307		12,460		5,441		3,107		2,981		694				82,043
Special Mention
Substandard				58		79		31		30		20						218
Total Consumer		27,053		30,365		12,539		5,472		3,137		3,001		694				82,261

Total Loans	$	212,647	$	726,011	$	693,987	$	216,917	$	218,872	$	549,793	$	217,413	$	14,257	$	2,849,897

Gross charge-offs
Commercial	$		$		$		$	21	$		$	33	$	4	$		$	58
Municipal
Commercial real estate												2,598						2,598
Residential real estate
Consumer				95		101		69		49		55						369
Total Gross charge-offs	$		$	95	$	101	$	90	$	49	$	2,686	$	4	$		$	3,025

Table of Contents

Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

The major classifications of loans by past due status are summarized as follows:


	September 30, 2024
					Greater								Loans > 90
	30-59 Days		60-89 Days		than 90		Total Past						Days and
(Dollars in thousands)	Past Due		Past Due		Days		Due		Current		Total Loans		Accruing
Commercial	$	762	$	173	$	841	$	1,776	$	698,136	$	699,912	$
Municipal										190,167		190,167
Real estate:
Commercial		2,226		206		8,799		11,231		2,298,357		2,309,588
Residential		1,153		1,136		4,056		6,345		544,245		550,590		558
Consumer		1,759		687		166		2,612		143,348		145,960		11
Equipment Financing		821		544				1,365		172,101		173,466
Total	$	6,721	$	2,746	$	13,862	$	23,329	$	4,046,354	$	4,069,683	$	569


	December 31, 2023
					Greater								Loans > 90
	30-59 Days		60-89 Days		than 90		Total Past						Days and
(Dollars in thousands)	Past Due		Past Due		Days		Due		Current		Total Loans		Accruing
Commercial	$	53	$	155	$	10	$	218	$	368,193	$	368,411	$
Municipal										175,304		175,304
Real estate:
Commercial		152		5		279		436		1,862,682		1,863,118
Residential		1,456		50		1,610		3,116		357,687		360,803		986
Consumer		1,069		285		85		1,439		80,822		82,261
Total	$	2,730	$	495	$	1,984	$	5,209	$	2,844,688	$	2,849,897	$	986

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

Allowance for Credit Losses on Off Balance Sheet Commitments

The following table presents the activity in the ACL on off balance sheet commitments, which include commitments to extend credit, unused portions of lines of credit and standby letters of credit, for the three and nine months ended September 30, 2024 and 2023:


		For the three months ended
(Dollars in thousands)		September 30, 2024		September 30, 2023
Beginning balance	$	334	$	93
Merger related adjustments		1,179
Credit to credit losses recorded in noninterest expense		(784)		(12)
Total allowance for credit losses on off balance sheet commitments	$	729	$	81

		For the nine months ended
(Dollars in thousands)		September 30, 2024		September 30, 2023
Beginning balance	$	43	$	179
Impact of adopting Topic 326				270
Merger related adjustments		1,179
Credit to credit losses recorded in noninterest expense		(493)		(368)
Total allowance for credit losses on off balance sheet commitments	$	729	$	81

The contractual amounts of off-balance sheet commitments at September 30, 2024 and 2023 are as follows:


(Dollars in thousands)	2024		2023
Commitments to extend credit	$	160,389	$	203,183
Unused portions of lines of credit		569,195		370,792
Standby letters of credit		61,943		62,181
	$	791,527	$	636,156

Modifications to Borrowers Experiencing Financial Difficulty

ASU 2022-02, Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”) eliminated the accounting guidance for troubled debt restructurings while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. In accordance with the new guidance, the Company no longer evaluates loans with modifications made to borrowers experiencing financial difficulty individually for impairment, nor establishes a related specific reserve for such loans, but rather these loans are included in their respective portfolio segment and evaluated collectively for impairment to establish an ACL.

There were no modifications made to borrowers experiencing financial difficulty during the three months ended September 30, 2024. There was one modification made to a commercial and industrial loan with a borrower experiencing financial difficulty during the nine months ended September 30, 2024 which involved the deferral of the principal payment and the extension of the loan’s maturity date three months to September 16, 2024. The loan had an outstanding principal balance of $370 thousand at June 30, 2024. There were no loans made to borrowers that were modified during the three and nine months ended September 30, 2023.

During the three and nine months ended September 30, 2024 and September 30, 2023, there were no defaults on loan modifications made to borrowers experiencing financial difficulty.

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

8. Other assets:

The components of other assets at September 30, 2024 and December 31, 2023 are summarized as follows:


(Dollars in thousands)		September 30, 2024		December 31, 2023
Other real estate owned	$	1,152	$
Mortgage servicing rights		832		870
Prepaid shares tax		1,489		949
Prepaid pension		4,144		3,764
Prepaid expenses		7,704		4,840
Restricted equity securities (FHLB and other)		9,829		5,180
Investment in low income housing partnership		15,779		5,015
Interest rate swaps⁽¹⁾		17,338		19,278
Other assets		11,789		2,353
Total	$	70,056	$	42,249

(1)

Interest rate swaps balance represents the fair value of the commercial loan back-to-back swaps.

9. Fair value estimates:

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosure under GAAP. Fair value estimates are calculated without attempting to estimate the value of anticipated future business and the value of certain assets and liabilities that are not considered financial. Accordingly, such assets and liabilities are excluded from disclosure requirements.

In accordance with FASB ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets. In many cases, these values cannot be realized in immediate settlement of the instrument.

Current fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction that is not a forced liquidation or distressed sale between participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

In accordance with GAAP, the Company groups its assets and liabilities generally measured at fair value into three levels based on market information or other fair value estimates in which the assets and liabilities are traded or valued and the reliability of the assumptions used to determine fair value. These levels include:

●

Level 1: Unadjusted quoted prices of identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

●

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

●

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

An asset’s or liability’s placement in the fair value hierarchy is based on the lowest level of input that is significant to the fair value estimate.

At September 30, 2024, the Company owned 35 corporate debt securities with an aggregate amortized cost and fair value of $32.3 million and $32.2 million, respectively. At September 30, 2024, the market for three corporate debt securities was not active based on transaction criteria for similar instruments. Both the aggregate amortized cost and fair value for these three securities was $4.3 million at September 30, 2024. The Company obtained valuations for these securities from a third-party service provider that prepared the valuations using a market approach that involves identifying a population of transactions for similar instruments and incorporating an evaluation to capture credit risk associated with these bonds. Management takes measures to validate the service providers’ analysis and is actively involved in the valuation process, including reviewing the population and evaluation of credit risk. Management believes this approach to be a conservative approach as it takes into consideration securities that have longer maturities or longer call dates, issuers with smaller asset sizes, and securities with smaller issue amounts. These factors are typically considered to be factors that would add credit spread to a bond, thus resulting in a higher required yield. Management believes the valuation results from this market approach to be consistent with pricing and data for similar deals at September 30, 2024. The Company considers the inputs used in the market approach to be unobservable Level 3 inputs because, while inputs are based on actual transactions, the relative number of transactions in the population is small and subjective assumptions are used in considering factors considered to incorporate credit spreads into the price determination. Management will continue to monitor the market for these securities to assess the market activity and the availability of observable inputs and will continue to apply these controls and procedures to the valuations received from People's third-party service provider. During the periods ended September 30, 2024 there were no transfers into Level 3 other than those Level 3 assets acquired in the FNCB merger. During the year ended December 31, 2023 there were no transfers in or out of Level 3.

The following methods and assumptions were used by the Company to calculate fair values and related carrying amounts of financial instruments:

Investment securities: The fair values of U.S. Treasury securities and marketable equity securities are based on quoted market prices from active exchange markets. The fair values of debt securities are based on pricing from a matrix pricing model.

Interest rate swaps and options: The Company’s interest rate swaps and options are reported at fair value utilizing Level 2 inputs. Values of these instruments are obtained through an independent pricing source utilizing information which may include market observed quotations for interest rate, forward rates, rate volatility, and volatility surface. Derivative contracts create exposure to interest rate movements as well as risks from the potential of non-performance of the counterparty.

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

Assets and liabilities measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023 are summarized as follows:


	Fair Value Measurement Using
			Quoted Prices in		Significant		Significant
			Active Markets for		Other Observable		Unobservable
(Dollars in thousands)			Identical Assets		Inputs		Inputs
September 30, 2024	Amount		(Level 1)		(Level 2)		(Level 3)
U.S. Treasury securities	$	180,815	$	180,815	$		$
U.S. government-sponsored enterprises
State and municipals:
Taxable		77,391				77,391
Tax-exempt		68,170				68,170
Residential mortgage-backed securities:
U.S. government agencies		1,481				1,481
U.S. government-sponsored enterprises		130,070				130,070
Commercial mortgage-backed securities:
U.S. government-sponsored enterprises		4,548				4,548
Private collateralized mortgage obligations		43,247				43,247
Asset backed securities		23,845				23,845
Corporate debt securities		32,212				27,867		4,345
Negotiable certificates of deposit		707				707
Common equity securities		3,921		3,921
Total investment securities	$	566,407	$	184,736	$	377,326	$	4,345
Interest rate swap-other assets	$	17,338			$	17,338
Interest rate swap-other liabilities	$	(15,864)			$	(15,864)


	Fair Value Measurement Using
			Quoted Prices in		Significant		Significant
			Active Markets for		Other Observable		Unobservable
(Dollars in thousands)			Identical Assets		Inputs		Inputs
December 31, 2023	Amount		(Level 1)		(Level 2)		(Level 3)
U.S. Treasury securities	$	184,057	$	184,057	$		$
U.S. government-sponsored enterprises		2,152				2,152
State and municipals:
Taxable		57,100				57,100
Tax-exempt		67,124				67,124
Mortgage-backed securities:
U.S. government agencies		724				724
U.S. government-sponsored enterprises		84,040				84,040
Corporate debt securities		3,730				3,730
Common equity securities		98		98
Total investment securities	$	399,025	$	184,155	$	214,870	$
Interest rate swap-other assets	$	19,278			$	19,278
Interest rate swap-other liabilities	$	(18,808)			$	(18,808)

Table of Contents

Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

Assets and liabilities measured at fair value on a nonrecurring basis at September 30, 2024 and December 31, 2023 are summarized as follows:

Fair Value Measurement Using

Quoted Prices in

Significant

Active Markets for

Other Observable

Unobservable

(Dollars in thousands)

Identical Assets

Inputs

September 30, 2024

Amount

(Level 1)

(Level 2)

(Level 3)

Loans individually evaluated for credit loss

21,066

Other real estate owned

1,152

Fair Value Measurement Using

Quoted Prices in

Significant Other

Significant

Active Markets for

Observable

Unobservable

(Dollars in thousands)

Identical Assets

Inputs

December 31, 2023

Amount

(Level 1)

(Level 2)

(Level 3)

Loans individually evaluated for credit loss

4,740

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has utilized Level 3 inputs to determine fair value:


	Quantitative Information about Level 3 Fair Value Measurements
(Dollars in thousands, except percents)	Fair Value				Range
September 30, 2024	Estimate		Valuation Techniques	Unobservable Input	(Weighted Average)
Loans individually evaluated for credit loss	$	21,066	Appraisal of collateral	Appraisal adjustments	7.1% to 94.0% (40.0)%
				Liquidation expenses	3.0% to 6.0% (5.8)%
Other real estate owned	$	1,152	Appraisal of collateral	Appraisal adjustments	1.0% to 1.0% (1.0)%
				Liquidation expenses	3.0% to 6.0% (4.5)%


	Quantitative Information about Level 3 Fair Value Measurements
(Dollars in thousands, except percents)	Fair Value				Range
December 31, 2023	Estimate		Valuation Techniques	Unobservable Input	(Weighted Average)
Loans individually evaluated for credit loss	$	4,740	Appraisal of collateral	Appraisal adjustments	22.8% to 82.4% (63.6)%
				Liquidation expenses	3.0% to 6.0% (5.2)%

Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable.

Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

Table of Contents

Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

The carrying and fair values of the Company’s financial instruments at September 30, 2024 and December 31, 2023 and their placement within the fair value hierarchy are as follows:


					Fair Value Hierarchy
					Quoted
					Prices in
					Active		Significant
					Markets for		Other		Significant
					Identical		Observable		Unobservable
(Dollars in thousands)	Carrying		Fair		Assets		Inputs		Inputs
September 30, 2024	Value		Value		(Level 1)		(Level 2)		(Level 3)
Financial assets:
Cash and due from banks	$	285,469	$	285,469	$	285,469	$		$
Investment securities:
Available for sale		562,486		562,486		180,815		377,326		4,345
Common equity securities		3,921		3,921		3,921
Held to maturity		79,861		69,034				69,034
Loans held for sale		803		803				803
Net loans		4,030,342		3,949,667						3,949,667
Accrued interest receivable		17,979		17,979				17,979
Mortgage servicing rights		832		1,669				1,669
Restricted equity securities (FHLB and other)		9,829		9,829				9,829
Other assets - interest rate swaps		17,338		17,338				17,338
Total	$	5,008,860	$	4,918,195
Financial liabilities:
Deposits	$	4,637,864	$	4,639,273	$		$	4,639,273	$
Short-term borrowings		37,346		37,346				37,346
Long-term debt		111,489		112,680				112,680
Subordinated debt		33,000		32,232				32,232
Junior subordinated debt		8,015		8,471				8,471
Accrued interest payable		6,829		6,829				6,829
Other liabilities - interest rate swaps		15,864		15,864				15,864
Total	$	4,850,407	$	4,852,695

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)


					Fair Value Hierarchy
					Quoted
					Prices in
					Active		Significant
					Markets for		Other		Significant
					Identical		Observable		Unobservable
(Dollars in thousands)	Carrying		Fair		Assets		Inputs		Inputs
December 31, 2023	Value		Value		(Level 1)		(Level 2)		(Level 3)
Financial assets:
Cash and due from banks	$	187,365	$	187,365	$	187,365	$		$
Investment securities:
Available for sale		398,927		398,927		184,057		214,870
Common equity securities		98		98		98
Held to maturity		84,851		71,698				71,698
Loans held for sale		250		250
Net loans		2,828,002		2,593,151						2,593,151
Accrued interest receivable		12,734		12,734				12,734
Mortgage servicing rights		870		1,745				1,745
Restricted equity securities (FHLB and other)		5,180		5,180				5,180
Other assets - interest rate swaps		19,278		19,278				19,278
Total	$	3,537,555	$	3,290,426
Financial liabilities:
Deposits	$	3,279,037	$	3,274,774	$		$	3,274,774	$
Short-term borrowings		17,590		17,590				17,590
Long-term debt		25,000		24,924				24,924
Subordinated debt		33,000		45,504				45,504
Accrued interest payable		5,765		5,765				5,765
Other liabilities - interest rate swaps		18,808		18,808				18,808
Total	$	3,379,200	$	3,387,365

10. Employee benefit plans:

The Company provides an Employee Stock Ownership Plan (“ESOP”) and a Retirement Profit Sharing Plan. The Company also maintains Supplemental Executive Retirement Plans (“SERPs”) and an Employees’ Pension Plan, which is currently frozen.

For the three and nine months ended September 30, salaries and employee benefits expense includes approximately $607 thousand and $1.3 million in 2024 and $426 thousand and $1.3 million in 2023 relating to the employee benefit plans.


(Dollars in thousands)	Pension Benefits
Three Months Ended September 30,	2024		2023
Net periodic pension benefit:
Interest cost	$	158	$	164
Expected return on plan assets		(320)		(293)
Amortization of unrecognized net loss		49		50
Net periodic pension benefit	$	(113)	$	(79)

Table of Contents

Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)


(Dollars in thousands)	Pension Benefits
Nine Months Ended September 30,	2024		2023
Net periodic pension benefit:
Interest cost	$	475	$	492
Expected return on plan assets		(961)		(878)
Amortization of unrecognized net loss		146		149
Net periodic pension benefit:		(340)		(237)

In May 2017, the Company’s stockholders approved the 2017 equity incentive plan (“2017 Plan”). In May 2023, the Company’s stockholders approved the 2023 equity incentive plan (“2023 Plan”). Under the 2017 Plan and 2023 Plan the compensation committee of the Company’s board of directors has the authority to, among other things:

●

Select the persons to be granted awards under the Plan.

●

Determine the type, size and term of awards.

●

Determine whether such performance objectives and conditions have been met.

●

Accelerate the vesting or exercisability of an award.

Persons eligible to receive awards under the 2017 Plan and 2023 Plan include directors, officers, employees, consultants and other service providers of the Company and its subsidiaries.

On July 1, 2024, as a result of the FNCB merger, the Company assumed the outstanding and unvested restricted stock awards granted under the FNCB 2023 Equity Incentive Plan. These awards will be expensed over the remaining life of 57 months.

As of September 30, 2024, 66,298 shares of the Company’s common stock were available for grants as awards pursuant to the 2023 Plan. While the 2017 Plan will remain in effect in accordance with its terms to govern outstanding awards under that plan, the Company intends to make future grants under the 2023 Plan. If any awards outstanding under the 2017 Plan or 2023 Plan are forfeited by the holder or canceled by the Company, the underlying shares would be available for regrant to others under the 2023 Plan.

The 2017 Plan and 2023 Plan authorize grants of stock options, stock appreciation rights, cash awards, performance awards, restricted stock and restricted stock units.

For the nine months ended September 30, 2024, the Company granted 23,243 performance based restricted stock units and 8,895 time based restricted stock awards, under the 2023 Plan. For the nine months ended September 30, 2023, the Company granted 18,222 performance based restricted stock units and 5,206 time based restricted stock awards, under the 2023 Plan.

The non-performance restricted stock grants made in 2024, 2023 and 2022 vest equally over three years. The performance-based restricted stock units vest over three fiscal years and include conditions based on the Company’s three year cumulative diluted earnings per share and three-year average return on tangible common that determines the number of restricted stock units that may vest.

The Company expenses the fair value of all-share based compensation over the requisite service period commencing at grant date. The fair value of restricted stock is expensed on a straight-line basis. Compensation is recognized over the vesting period and adjusted based on the performance criteria. The Company classifies share-based compensation for employees within “salaries and employee benefits expense” on the consolidated statements of income (loss) and comprehensive income.

Table of Contents

Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

The Company recognized net compensation costs of $203 thousand and $603 thousand for the three and nine months ended September 30, 2024 for awards granted under the 2023 Plan and recognized compensation expense of $84 thousand and $251 thousand for the three and nine months ended September 30, 2024 for the awards granted under the 2017 Plan. During the three months ended September 30, 2024, $33 thousand was recognized as a result of the awards assumed in the FNCB merger. As of September 30, 2024, the Company had $2.1 million of unrecognized compensation expense associated with restricted stock and restricted stock unit awards. The remaining cost is expected to be recognized over a weighted average vesting period of under 2.6 years.

11. Derivatives and hedging activities

Risk Management Objective of Using Derivatives

The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s existing credit derivatives result from participations of loan participation arrangements, therefore, are not used to manage interest rate risk in the Company’s assets or liabilities.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest income/expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and floors as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate floors designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates fall below the strike rate on the contract in exchange for an up-front premium. Such derivatives have been used to hedge the variable cash flows associated with existing variable-rate assets and issuances of debt.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive (loss) income, (“AOCI”) and subsequently reclassified into interest expense/income in the same period(s) during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense/income as interest payments are made/received on the Company’s variable-rate debt/assets. During the next twelve months, the Company estimates that no amount will be reclassified as a reduction to interest income.

Fair Value Hedges of Interest Rate Risk

The Company is exposed to changes in the fair value of certain of its fixed-rate pools of assets due to changes in benchmark interest rates. The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate, the Secured Overnight Financing Rate (“SOFR”). Interest rate swaps designated as fair value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount.

For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income.

Table of Contents

Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

As of September 30, 2024, the following amounts were recorded on the consolidated balance sheet related to cumulative basis adjustment for fair value hedges:


Line Item in the Consolidated Statement of Financial Position in Which the Hedged Item is Included		Amortized Amount of the Hedged Assets/(Liabilities)				Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)
(Dollars in thousands)		September 30, 2024		December 31, 2023		September 30, 2024		December 31, 2023
AFS Securities (1)	$	162,038	$	143,573	$	1,056	$	871
Fixed Rate Loans (2)		50,484		50,462		484		462
Total	$	212,522	$	194,035	$	1,540	$	1,333

(1)

These amounts include the amortized cost basis of closed portfolios of fixed rate assets used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolio anticipated to be outstanding for the designated hedged period. At September 30, 2024, the amortized cost basis of the closed portfolios used in these hedging relationships was $162.0 million. The amounts of the designated hedged items were $100.0 million.

(2)

Fixed Rate Loan Assets. These amounts include the carrying value of fixed rate loan assets used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolio anticipated to be outstanding for the designated hedged period. At September 30, 2024, the principal value of the hedged item was $50.0 million.

Non-designated Hedges

Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting derivatives that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings. As of September 30, 2024, the Company had 140 interest rate swaps with an aggregate notional amount of $314.1 million related to this program.

The Company’s existing credit derivatives result from participations in or out of interest rate swaps provided by or to external lenders as part of loan participation arrangements, therefore, are not used to manage interest rate risk in the Company’s assets or liabilities. Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain lenders which participate in loans.

Fair Values of Derivative Instruments on the Balance Sheet

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheet as of September 30, 2024 and December 31, 2023.



Fair Values of Derivative Instruments
		Derivative Assets								Derivative Liabilities

		As of September 30, 2024				As of December 31, 2023 (1)				As of September 30, 2024				As of December 31, 2023
(Dollars in thousands)		Notional Amount	Balance Sheet Location		Fair Value	Balance Sheet Location		Fair Value		Notional Amount	Balance Sheet Location		Fair Value	Balance Sheet Location		Fair Value
Derivatives designated as hedging instruments
Interest Rate Products	$		Other Assets	$		Other Assets	$		$	150,000	Other Liabilities	$	1,510	Other Liabilities	$	1,270
Total derivatives designated as hedging instruments				$			$					$	1,510		$	1,270

Derivatives not designated as hedging instruments
Interest Rate Products	$	289,313	Other Assets	$	17,845	Other Assets	$	19,833	$	289,313	Other Liabilities	$	17,546	Other Liabilities	$	19,364
Other Contracts		24,795	Other Assets		2	Other Assets		3		7,250	Other Liabilities			Other Liabilities
Total derivatives not designated as hedging instruments				$	17,847		$	19,836				$	17,546		$	19,364
(1) The notional asset amount of interest rate swaps at December 31, 2023 was $230.3 million and $8.4 million for risk participation agreements.
Amounts include accrued interest.

Table of Contents

Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

Effect of Fair Value and Cash Flow Hedge Accounting on Accumulated Other Comprehensive (Loss) Income

The table below presents the effect of fair value and cash flow hedge accounting on accumulated other comprehensive (loss) income as of September 30, 2024 and September 30, 2023.


(Dollars in thousands) Three months ended September 30, 2024		Amount of (Loss) Recognized in OCI on Derivative		Amount of (Loss) Recognized in OCI Included Component		Amount of (Loss) Recognized in OCI Excluded Component	Location of Gain or (Loss) Recognized from Accumulated Other Comprehensive Income into Income		Amount of (Loss) Reclassified from Accumulated OCI into Income		Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income Included Component		Amount of (Loss) Reclassified from Accumulated OCI into Income Excluded Component
Derivatives in Cash Flow Hedging Relationships
Interest Rate Products	$		$		$		Interest Income	$		$		$
Total	$		$		$			$		$		$

(Dollars in thousands) Three months ended September 30, 2023		Amount of (Loss) Recognized in OCI on Derivative		Amount of (Loss) Recognized in OCI Included Component		Amount of (Loss) Recognized in OCI Excluded Component	Location of Gain or (Loss) Recognized from Accumulated Other Comprehensive Income into Income		Amount of (Loss) Reclassified from Accumulated OCI into Income		Amount of (Loss) Reclassified from Accumulated OCI into Income Included Component		Amount of (Loss) Reclassified from Accumulated OCI into Income Excluded Component
Derivatives in Cash Flow Hedging Relationships
Interest Rate Products	$		$		$		Interest Income	$	(16)	$		$	(16)
Total	$		$		$			$	(16)	$		$	(16)

(Dollars in thousands) Nine months ended September 30, 2024		Amount of (Loss) Recognized in OCI on Derivative		Amount of (Loss) Recognized in OCI Included Component		Amount of (Loss) Recognized in OCI Excluded Component	Location of Gain or (Loss) Recognized from Accumulated Other Comprehensive Income into Income		Amount of (Loss) Reclassified from Accumulated OCI into Income		Amount of (Loss) Reclassified from Accumulated OCI into Income Included Component		Amount of (Loss) Reclassified from Accumulated OCI into Income Excluded Component
Derivatives in Cash Flow Hedging Relationships
Interest Rate Products	$		$		$		Interest Income	$		$		$
Total	$		$		$			$		$		$

(Dollars in thousands) Nine months ended September 30, 2023		Amount of (Loss) Recognized in OCI on Derivative		Amount of (Loss) Recognized in OCI Included Component		Amount of (Loss) Recognized in OCI Excluded Component	Location of Gain or (Loss) Recognized from Accumulated Other Comprehensive Income into Income		Amount of (Loss) Reclassified from Accumulated OCI into Income		Amount of (Loss) Reclassified from Accumulated OCI into Income Included Component		Amount of (Loss) Reclassified from Accumulated OCI into Income Excluded Component
Derivatives in Cash Flow Hedging Relationships
Interest Rate Products	$	(1)	$		$	(1)	Interest Income	$	(48)	$		$	(48)
Total	$	(1)	$		$	(1)		$	(48)	$		$	(48)

*	Amounts disclosed are gross and not net of taxes.

Table of Contents

Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

Effect of Fair Value and Cash Flow Hedge Accounting on the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

The tables below present the effect of the Company’s derivative financial instruments on the consolidated statements of income (loss) and comprehensive income (loss) for the three and nine months ended September 30, 2024 and 2023.


	Location and Amount of Gain or (Loss)
	Recognized in Income on Fair Value and
	Cash Flow Hedging Relationships
	For the three months ended September 30,
		2024		2023
(Dollars in thousands)		Interest Income		Interest Income

Total amounts of income and expense line items presented in the statements of income and comprehensive
income (loss) in which the effects of fair value or cash flow hedges are recorded.	$	586	$	188

The effects of fair value and cash flow hedging:
Gain or (loss) on fair value hedging relationships
Interest contracts
Hedged items		2,010		(731)
Derivatives designated as hedging instruments		(1,424)		935
Derivatives designated as hedging instruments
Gain or (loss) on cash flow hedging relationships
Interest contracts
Amount of (loss) gain reclassified from AOCI into income				(16)
Amount of gain reclassified from AOCI into income - Included Component
Amount of (loss) reclassified from AOCI into income - Excluded Component	$		$	(16)


	Location and Amount of Gain or (Loss)
	Recognized in Income on Fair Value and
	Cash Flow Hedging Relationships
	For the nine months ended September 30,
		2024		2023
(Dollars in thousands)		Interest Income		Interest Income

Total amounts of income and expense line items presented in the statements of income and comprehensive
income (loss) in which the effects of fair value or cash flow hedges are recorded.	$	21	$	318

The effects of fair value and cash flow hedging:
Gain or (loss) on fair value hedging relationships
Interest contracts
Hedged items		206		(779)
Derivatives designated as hedging instruments		(185)		1,145
Gain or (loss) on cash flow hedging relationships
Interest contracts
Amount of (loss) gain reclassified from AOCI into income				(48)
Amount of gain reclassified from AOCI into income - Included Component
Amount of (loss) reclassified from AOCI into income - Excluded Component	$		$	(48)

Table of Contents

Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

Effect of Derivative Instruments Not Designated as Hedging Instruments on the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)


		Amount of Gain or (Loss)		Amount of Gain or (Loss)		Amount of Gain		Amount of Gain or (Loss)
		Recognized in		Recognized in		Recognized in		Recognized in
	Location of Gain or (Loss)	Income on Derivative		Income on Derivative		Income on Derivative		Income on Derivative
	Recognized in Income	Three Months Ended		Nine Months Ended		Three Months Ended		Nine Months Ended
(Dollars in thousands)	on Derivative	September 30, 2024		September 30, 2024		September 30, 2023		September 30, 2023
Derivatives Not Designated as Hedging Instruments:
Interest Rate Products	Other income / (expense)	$	(120)	$	(170)	$	194	$	56
Other Contracts	Other income / (expense)						1		31
Total		$	(120)	$	(170)	$	195	$	87

Fee Income	Fee income	$	67	$	195	$		$	457

Table of Contents

Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

Offsetting Derivatives

The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of September 30, 2024 and December 31, 2023. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the Consolidated Balance Sheets.

Offsetting of Derivative Assets

as of September 30, 2024

Gross Amounts Not Offset in the Balance Sheet

Gross

Net Amounts

Amounts of

Gross Amounts

of Assets

Recognized

Offset in the

presented in the

Financial

Cash Collateral

Net

(Dollars in thousands)

Assets

Balance Sheet

Instruments

Posted

Amount

Derivatives

17,845

12,410

5,435

Offsetting of Derivative Liabilities

as of September 30, 2024

Gross Amounts Not Offset in the Balance Sheet

Gross

Net Amounts

Amounts of

Gross Amounts

of Liabilities

Recognized

Offset in the

presented in the

Financial

Cash Collateral

Net

(Dollars in thousands)

Liabilities

Balance Sheet

Instruments

Posted*

Amount

Derivatives

19,057

*Cash collateral of $3.320MM was paid in September 2024, but not presented as an offset above.

Offsetting of Derivative Assets

as of December 31, 2023

Gross Amounts Not Offset in the Balance Sheet

Gross

Net Amounts

Amounts of

Gross Amounts

of Assets

Recognized

Offset in the

presented in the

Financial

Cash Collateral

Net

(Dollars in thousands)

Assets

Balance Sheet

Instruments

Posted

Amount

Derivatives

19,833

17,590

2,243

Offsetting of Derivative Liabilities

as of December 31, 2023

Gross Amounts Not Offset in the Balance Sheet

Gross

Net Amounts

Amounts of

Gross Amounts

of Liabilities

Recognized

Offset in the

presented in the

Financial

Cash Collateral

Net

(Dollars in thousands)

Liabilities

Balance Sheet

Instruments

Posted

Amount

Derivatives

20,633

Credit-risk-related Contingent Features

The Company has agreements with certain of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

The Company also has agreements with certain of its derivative counterparties that contain a provision where if the Company fails to maintain its status as a well-capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements.

As of September 30, 2024, the termination value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $3.3 million. As of December 31, 2023, the termination value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $2.7 million. The Company has minimum

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Peoples Financial Services Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

collateral posting thresholds with certain of its derivative counterparties, and has posted collateral of $3.3 million against its obligations under these agreements at September 30, 2024. Cash collateral represents the amount that cannot be used to offset our derivative assets and liabilities from a gross basis to a net basis in accordance with the agreement. The cash collateral is exchanged under bilateral collateral and master netting agreements that allow us to offset the net derivative position with the related collateral. The application of the cash collateral cannot reduce the net derivative position below zero. Therefore, excess other collateral, if any, is not reflected above. If the Company had breached any of these provisions it could have been required to settle its obligations under the agreements at the termination value.

12. Deposits

The major components of interest-bearing and noninterest-bearing deposits at September 30, 2024 and December 31, 2023 are summarized as follows:



(Dollars in thousands)		September 30, 2024		December 31, 2023
Interest-bearing deposits:
Money market accounts	$	1,018,575	$	782,243
NOW accounts		1,439,382		796,426
Savings accounts		509,412		429,011
Time deposits less than $250		824,791		505,409
Time deposits $250 or more		128,139		121,265
Total interest-bearing deposits		3,920,299		2,634,354
Noninterest-bearing deposits		717,565		644,683
Total deposits	$	4,637,864	$	3,279,037

The FNCB merger added $1.3 billion of retail deposits and $140.6 million of brokered deposits. The combined deposit base consisted of 38.6% retail accounts, 33.3% commercial accounts, 19.7% municipal relationships and 8.4% brokered deposits at September 30, 2024. At September 30, 2024, total estimated uninsured deposits, were approximately $1.6 billion, or approximately 33.8% of total deposits; as compared to approximately $883.5 million, or 26.9% of total deposits at December 31, 2023. Included in the uninsured total at September 30, 2024 is $372.5 million of municipal deposits collateralized by letters of credit issued by the FHLB and pledged investment securities, and $2.6 million of affiliate company deposits. We also offer customers access to IntraFi's CDARS and ICS programs through which their deposits may be allocated to separate FDIC-insured institutions, while they are able to maintain their relationship with our bank.

The scheduled maturities of time deposits are summarized below, through September 30 of each year:


(Dollars in thousands)
2025	$	645,140
2026		121,549
2027		70,920
2028		104,268
2029		6,240
Thereafter		4,813
	$	952,930

13. Borrowings

Short-term borrowings consist of FHLB overnight borrowings or advances with stated original terms of less than twelve months, Bank Term Funding Program (“BTFP”) advances and other borrowings related to collateral held from derivative counterparties. Short-term borrowings at September 30, 2024 included $24.9 million in BTFP funding,

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(Dollars in thousands, except per share data)

acquired at fair value, which the Company assumed in the FNCB merger. The Federal Reserve Bank established the BTFP through the Discount Window to provide additional funding to eligible depository institutions during a period of stress. The BTFP is collateralized by high-quality securities valued at par including U.S. Treasury securities, U.S. government agency debt and mortgage-backed securities and other qualifying securities. Also included in short-term borrowings at September 30, 2024 was cash collateral pledged by derivative counterparties to offset interest rate exposure, which totaled $12.4 million at September 30, 2024 and $17.6 million at December 31, 2023.

The table below outlines short-term borrowings at and for the nine months ended September 30, 2024 and at and for the year ended December 31, 2023:


		At and for the nine months ended September 30, 2024
							Weighted		Weighted
					Maximum		Average		Average
	Ending		Average		Month-End		Rate for		Rate at End
(Dollars in thousands, except percents)	Balance		Balance		Balance		the Year		of the Period
FHLB advances - Overnight	$		$	8,993	$	83,900	5.53	%		%
Federal Reserve Bank - BTFP		24,936		8,270		24,936	4.83		4.76
Other borrowings		12,410		19,086		25,050	5.40		4.83
Total short-term borrowings	$	37,346	$	36,349	$	133,886	5.31	%	4.78	%


	At and for the year ended December 31, 2023
							Weighted		Weighted
					Maximum		Average		Average
	Ending		Average		Month-End		Rate for		Rate at End
(Dollars in thousands, except percents)	Balance		Balance		Balance		the Year		of the Year
Other borrowings	$	17,590	$	19,160	$	28,470	5.54	%	5.35	%
FHLB advances				19,171		158,000	4.48
Total short-term borrowings	$	17,590	$	38,331	$	186,470	5.01	%	5.35	%

The Company has an agreement with the FHLB which allows for borrowings up to its maximum borrowing capacity based on a percentage of qualifying collateral assets. At September 30, 2024, the maximum borrowing capacity was $1.4 billion of which $112.1 million was outstanding in borrowings and $364.5 million was used to issue standby letters of credit to collateralize public fund deposits. At December 31, 2023, the maximum borrowing capacity was $1.2 billion of which $25.0 million was outstanding in long-term debt and $345.4 million was used to issue standby letters of credit to collateralize public fund deposits.

Advances with the FHLB are secured under terms of a blanket collateral agreement by a pledge of FHLB stock and certain other qualifying collateral, such as investments and mortgage-backed securities and mortgage loans. Interest accrues daily on the FHLB advances based on rates of the FHLB discount notes. The overnight borrowing rate resets each day.

In addition to borrowings from FHLB and correspondent bank lines of credit, we have availability through the Federal Reserve Bank’s Discount Window of $544.8 million at September 30, 2024. The FRB’s borrower-in-custody program allows depository institutions to pledge loans as collateral for Discount Window advances while retaining possession of the loan documentation. At September 30, 2024, $539.5 million in loans were pledged as collateral for the borrower-in-custody program and provided $409.8 million in borrowing capacity. At September 30, 2024, securities with a current par value of $142.8 million were pledged at the Discount Window resulting in borrowing capacity of $135.0 million. An additional $25.0 million in securities were pledged at the BTFP at September 30, 2024.

At December 31, 2023, $365.8 million in loans were pledged as collateral for the borrower-in-custody program and provided $246.1 million in borrowing capacity. At December 31, 2023, $191.0 million in securities were pledged to the BTFP and $11 thousand was pledged to the Discount Window. The BTFP allowed depository institutions to borrow up to the par value of eligible securities pledged at the FRB. The BTFP expired on March 11, 2024 and the Company transferred the eligible securities pledged to the Federal Reserve Discount Window.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

Long-term debt consisting of advances from the FHLB at September 30, 2024 and December 31, 2023 is as follows:


	Interest Rate
(Dollars in thousands, except percents)	Fixed			September 30, 2024		December 31, 2023
December 2024	4.60			12,650
March 2025	4.37			10,000		10,000
December 2025	4.40			9,567
December 2025	4.36			20,000
March 2026	4.78			4,292
March 2026	4.20			15,000		15,000
May 2026	4.08			5,000
June 2027	4.16			5,224
August 2027	4.40			6,461
October 2027	5.18			9,107
March 2028	4.45	%		14,188
			$	111,489	$	25,000

Maturities of long-term debt, by contractual maturity, for the remainder of 2024 and subsequent years are as follows:


(Dollars in thousands)
2024	$	12,650
2025		39,567
2026		24,292
2027		20,792
2028		14,188
Thereafter
	$	111,489

The advances from the FHLB totaling $111.5 million are not convertible and have a fixed rate.

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(Dollars in thousands, except per share data)

14. Subordinated debt

On June 1, 2020, the Company sold $33.0 million aggregate principal amount of Subordinated Notes due 2030 (the “2020 Notes”) to accredited investors. The 2020 Notes qualify as Tier 2 capital for regulatory capital purposes. The 2020 Notes bear interest at a rate of 5.375% per year for the first five years and then float based on a benchmark rate (as defined), provided that the interest rate applicable to the outstanding principal balance during the period the 2020 Notes are floating will at no time be less the 4.75%. Interest is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2020, for the first five years after issuance and will be payable quarterly in arrears thereafter on March 1, June 1, September 1, and December 1. The 2020 Notes will mature on June 1, 2030 and are redeemable in whole or in part, without premium or penalty, at any time on or after June 1, 2025 and prior to June 1, 2030. Additionally, if all or any portion of the 2020 Notes cease to be deemed Tier 2 Capital, the Company may redeem, in whole and not in part, at any time upon giving not less than ten days’ notice, an amount equal to one hundred percent (100%) of the principal amount outstanding plus accrued but unpaid interest to but excluding the date fixed for redemption. Holders of the 2020 Notes may not accelerate the maturity of the 2020 Notes, except upon the bankruptcy, insolvency, liquidation, receivership or similar proceeding by or against the Company or Peoples Bank.

On July 1, 2024, the Company assumed $10.3 million of floating rate junior subordinated deferrable interest debentures due December 15, 2023 (“Debentures”) as a result of the FNCB merger at a fair market value of $8.0 million. The Debentures are held by First National Community Statutory Trust I, a Delaware statutory trust (the “Trust”). The Debentures and corresponding trust preferred securities (the “Trust Securities”) have a variable interest rate which resets quarterly to 3-month CME Term SOFR plus a spread adjustment of 0.26161% and a margin of 1.67%. The Debentures are unsecured and rank subordinate and junior in right to all indebtedness, liabilities and obligations of the Company. The Debentures represent the sole assets of the Trust. Interest on the Trust Securities is deferrable until a period of twenty consecutive quarters has elapsed. The Trust Securities may be prepaid beginning December 15, 2011. The Company’s investment in the Trust is reflected on a deconsolidated basis. The Debentures totaling $8.0 million, have been reflected in borrowed funds in the consolidated balance sheets under the caption “Junior Subordinated Debentures” and interest expense on the Debentures is in its consolidated statements of income (loss) and comprehensive income (loss).

15. Related party transactions

In conducting its business, Peoples has engaged in, and intends to continue to engage in, banking and financial transactions with directors, executive officers and their related parties. Balances at September 30, 2024 include those acquired due to the FNCB merger.

Peoples Bank has granted loans, letters of credit and lines of credit to directors, executive officers and their related parties. The following table summarizes the changes in the total amounts of such outstanding loans, advances under lines of credit, net of any participations sold, as well as repayments during the three months ended September 30, 2024 and 2023. Additions during the three months ended September 30, 2024 include loans and advances acquired in the FNCB merger.


(Dollars in thousands)
Three Months Ended September 30,		2024		2023
Balance, beginning of period	$	99,491	$	2,818
Additions, new loans and advances		32,337		29
Repayments		(8,203)		(875)
Balance, end of period	$	123,625	$	1,972

At September 30, 2024 and December 31, 2023, there were no loans to directors, executive officers and their related parties that were not performing in accordance with the original terms of the loan agreements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share data)

Deposits from directors, executive officers and their related parties held by Peoples Bank at September 30, 2024 and December 31, 2023 were $131.9 million and $7.8 million, respectively.

16. Regulatory matters

The Company’s ability to pay dividends to its shareholders is largely dependent on Peoples Bank’s ability to pay dividends to the Company. Regulations with respect to the banking industry limit the amount of dividends that may be paid without prior approval of Peoples Bank’s regulatory agency.

The Company and the Peoples Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material adverse effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Peoples Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and Peoples Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s and Peoples Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Management believes, as of September 30, 2024 and December 31, 2023, that the Company and Peoples Bank met all applicable capital adequacy requirements.

Current quantitative measures established by regulation to ensure capital adequacy require Peoples Bank to maintain minimum amounts and ratios (set forth in the tables below) of Total capital, Tier I capital, and Tier I common equity (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). The following tables present summary information regarding Peoples Bank’s risk-based capital and related ratios at September 30, 2024 and December 31, 2023:


									Minimum
							Minimum		Required To
							Required For		Be Well
					Minimum		Capital		Capitalized
					Required For		Adequacy		Under Prompt
					Capital		Purposes with		Corrective
					Adequacy		Conservation		Action
	Peoples Bank				Purposes		Buffer		Regulations
(Dollars in thousands)		Amount	Ratio		Ratio		Ratio		Ratio
September 30, 2024

Total capital ( to risk-weighted assets)	$	467,588	11.68	%	8.00	%	10.50	%	10.00	%

Tier I capital ( to risk-weighted assets)		427,518	10.68		6.00		8.50		8.00

Tier I common equity ( to risk-weighted assets)		427,518	10.68		4.50		7.00		6.50

Tier I capital ( to average assets)		427,518	8.23		4.00		4.00		5.00

Total risk-weighted assets		4,002,166

Total average assets		5,306,258

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(Dollars in thousands, except per share data)


									Minimum
							Minimum		Required To
							Required For		Be Well
					Minimum		Capital		Capitalized
					Required For		Adequacy		Under Prompt
					Capital		Purposes with		Corrective
					Adequacy		Conservation		Action
	Peoples Bank				Purposes		Buffer		Regulations
(Dollars in thousands)		Amount	Ratio		Ratio		Ratio		Ratio
December 31, 2023

Total capital ( to risk-weighted assets)	$	375,268	14.12	%	8.00	%	10.50	%	10.00	%

Tier I capital ( to risk-weighted assets)		353,330	13.30		6.00		8.50		8.00

Tier I common equity ( to risk-weighted assets)		353,330	13.30		4.50		7.00		6.50

Tier I capital ( to average assets)		353,330	9.34		4.00		4.00		5.00

Total risk-weighted assets		2,656,901

Total average assets		3,845,219

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MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

17. Subsequent events

On October 25, 2024, the Board of Directors approved a resolution to sell the building at 150 North Washington Avenue, Scranton PA, in which the Company’s current corporate headquarters are located, and to enter into a commercial lease agreement with the buyer to occupy certain pre-defined floors.

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(Dollars in thousands, except per share data)

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

The following discussion and analysis should be read in conjunction with the unaudited consolidated interim financial statements contained in Part I, Item 1 of this report, and with our audited consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our Annual Report on Form 10-K for the year ended December 31, 2023.

Cautionary Note Regarding Forward-Looking Statements:

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to risks and uncertainties. These statements are based on assumptions and may describe future plans, strategies and expectations of Peoples Financial Services Corp. and its subsidiaries that are subject to significant risks and uncertainties, and are subject to change based on various factors (some of which are beyond our control). These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. All statements in this report, other than statements of historical facts, are forward-looking statements.

Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Important factors that could cause our actual results to differ materially from those in the forward-looking statements include, but are not limited to: macroeconomic trends; the effects of any recession in the United States; the impact on financial markets from geopolitical conflicts such as the military conflict between Russia and Ukraine and the conflict in Israel; risks associated with business combinations, including, the possibility that we may be unable to achieve expected synergies and operating efficiencies of the FNCB merger within the expected timeframes or at all; the possibility that we may be unable to successfully integrate operations of FNCB , or that the integration may be more difficult, time consuming or costly than expected; the FNCB merger may divert management's attention from ongoing business operations and opportunities; effects of the FNCB merger on our ability to retain customers and retain and hire key personnel and maintain relationships with our vendors, and on our operating results and business generally; changes in interest rates; economic conditions, particularly in our market area; legislative and regulatory changes and the ability to comply with the significant laws and regulations governing the banking and financial services business; monetary and fiscal policies of the U.S. government, including policies of the U.S. Department of Treasury and the Federal Reserve System; adverse developments in the financial industry generally, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer and client behavior; credit risk associated with lending activities and changes in the quality and composition of our loan and investment portfolios; demand for loan and other products; deposit flows; competition; changes in the values of real estate and other collateral securing the loan portfolio, particularly in our market area; changes in relevant accounting principles and guidelines; inability of third party service providers to perform; and our ability to prevent, detect and respond to cyberattacks. Additional factors that may affect our results are discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, in Part II, Item 1A of this report and in reports we file with the Securities and Exchange Commission from time to time.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, we do not undertake, and specifically disclaim any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

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Peoples Financial Services Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

Business Overview:

On the Acquisition Date, the Company completed the acquisition of FNCB in accordance with the Merger Agreement, by and among the Company and FNCB. Pursuant to the Merger Agreement, on the Acquisition Date, FNCB merged with and into Peoples, with Peoples continuing as the surviving corporation, and immediately following the merger, FNCB Bank merged with and into Peoples Bank, with Peoples Bank as the surviving bank. The primary reasons for the merger included: expansion of the branch network and commanding market share positions in northeastern Pennsylvania; attractive low-cost funding base; strong cultural alignment and a deep commitment to shareholders, customers, employees, and communities served by Peoples and FNCB; meaningful value creation to shareholders; increased trading liquidity; and increased dividends for People’s shareholders.

The acquisition of FNCB was accounted for as a business combination using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration paid are recorded at estimated fair values on the Acquisition Date. The excess consideration paid over the fair value of the net assets acquired has been reported as goodwill in the Company’s consolidated statements of financial condition. The $13.6 million of goodwill created from the merger is not amortizable or deductible for tax purposes. The amount of goodwill represents an asset attributed to the future benefits arising from other assets acquired in a business combination. Future benefits consist largely of the synergies and economies of scale expected from combining the operations of FNCB and Peoples. Peoples does not currently provide segment reporting for GAAP, therefore the goodwill will be assigned to the whole operating company. The Company will continue to keep the measurement of goodwill open for any additional adjustments to the fair value of certain accounts, for example loans, that may arise during the Company’s final review procedures of any updated information. If considered necessary, any subsequent adjustments to the fair value of assets acquired and liabilities assumed, identifiable intangible assets, or other purchase accounting adjustments will result in adjustments to goodwill within the first twelve months following the Acquisition Date.

Critical Accounting Policies:

Disclosure of our significant accounting policies is included in Note 1 to the consolidated financial statements of the Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated herein by reference. Some of these policies are particularly sensitive requiring significant judgments, estimates and assumptions.

Business Combinations:

Assets acquired and liabilities assumed in business combinations are measured at fair value as of the Acquisition Date. In many cases, determining the fair value of the assets acquired and liabilities assumed requires the Company to estimate the timing and amount of cash flows expected to result from these assets and liabilities and to discount these cash flows at appropriate rates of interest, which require the utilization of significant estimates and judgment in accounting for the acquisition.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

Goodwill and Other Intangible Assets:

The Company has goodwill with a net carrying value of $77.0 million and $63.4 million at September 30, 2024 and December 31, 2023, respectively. The Company's policy is to test goodwill for impairment annually on December 31 or on an interim basis if an event triggering impairment may have occurred. If a reporting unit’s carrying amount exceeds its fair value, an entity will record an impairment charge based on that difference. At September 30, 2024, we performed a qualitative evaluation, which involves determining whether any events occurred or circumstances changed that would more likely than not reduce the Company's fair value below its carrying value. We noted no such matters. There is no assurance that changes in events or circumstances in the future will not result in impairment.

Core deposit intangibles are amortized on an accelerated basis using an estimated life of ten years. The core deposit intangibles are evaluated annually for impairment in accordance with GAAP. An impairment loss will be recognized if the carrying amount of the intangible asset is not fully recoverable and exceeds fair value. The carrying amount of the intangible asset is not considered fully recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset.

We believe that the fair values of our intangible assets were in excess of their carrying amounts and therefore there was no impairment of intangible assets at September 30, 2024.

Review of Financial Position:

Total assets increased $1.6 billion or 57.8% annualized from December 31, 2023, to $5.4 billion at September 30, 2024. The increase in assets during the nine months was primarily due to the merger with FNCB. FNCB contributed, after fair value purchase accounting adjustments, approximately $1.8 billion in total assets, $1.2 billion in loans, and $1.4 billion in deposits at July 1, 2024. Total loans increased $1.2 billion since December 31, 2023 and totaled $4.1 billion at September 30, 2024. Investments increased $162.4 million. Federal funds sold balances increased $33.4 million to $178.1 million at September 30, 2024 compared to a balance of $144.7 million at December 31, 2023.

Deposits increased $1.4 billion to $4.6 billion at September 30, 2024 from $3.3 billion at December 31, 2023. Interest-bearing deposits increased $1.3 billion to $3.9 billion compared to $2.6 billion at December 31, 2023. Noninterest-bearing deposits increased $72.9 million to $717.6 million from $644.7 million as of December 31, 2023.

Total short-term borrowings at September 30, 2024 were $37.3 million, an increase of $19.8 million from $17.6 million at December 31, 2023. Long term debt increased $86.5 million to $111.5 million from $25.0 million at December 31, 2023 and subordinated debentures increased $8.0 million to $41.0 million from $33.0 million at December 31, 2023. Total stockholders’ equity increased $134.6 million from $340.4 million at year-end 2023 to $475.1 million at September 30, 2024 due to the merger with FNCB as well as a decrease to accumulated other comprehensive loss resulting from a reduction in the unrealized loss on available for sale investment securities, partially offset by dividends.

The unrealized losses on the held to maturity portfolio totaled $10.8 million and $13.2 million at September 30, 2024 and December 31, 2023, respectively. For the nine months ended September 30, 2024, total assets averaged $4.2 billion, and increased $539.2 million from the same period of 2023.

Investment Portfolio:

The majority of the investment portfolio is classified as available for sale, which allows for greater flexibility in using the investment portfolio for liquidity purposes by allowing securities to be sold when market opportunities occur. Investment securities available for sale totaled $562.5 million at September 30, 2024, an increase of $163.6 million, or 41.0% from $398.9 million at December 31, 2023. The increase was primarily due to the addition of $177.9 million to

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MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

the portfolio as a result of the merger with FNCB, as well as an increase in fair value due to market value adjustments, partially offset by maturities and principal payments.

Investment securities held to maturity, which consisted of 86.0% of mortgage-backed securities issued or guaranteed by U.S. Government agency and U.S. Government-sponsored entities, totaled $79.9 million at September 30, 2024, a decrease of $5.0 million, or 5.0% from $84.9 million at December 31, 2023. The decrease was primarily due to principal payments. Held to maturity securities had a market value of $69.0 million at September 30, 2024 compared to $71.7 million at December 31, 2023.

As a result of the merger with FNCB, the Company added $3.8 million in equity investments, consisting primarily of publicly traded bank holding companies, which are carried at fair value. Equity investments totaled $3.9 million at September 30,2024 compared to $98 thousand at December 31,2023.

For the nine months ended September 30, 2024, the investment portfolio averaged $588.7 million, an increase of $22.2 million or 3.9% compared to $566.5 million for the same period last year. Average tax-exempt municipal bonds have decreased $4.5 million or 4.9% to $87.6 million for the nine months ended September 30, 2024 from $92.1 million during the comparable period of 2023, and taxable investments have increased $26.7 million, or 5.6% to $501.1 million from an average of $474.4 million for the nine months ended September 30, 2023. The fully tax equivalent (“FTE”) yield on the investment portfolio, a non-GAAP measure, increased 56 basis points to 2.33% for the nine months ended September 30, 2024, from 1.77% for the comparable period of 2023 due to the additional investments from the FNCB merger which were accounted for at fair value based on current market rates.

Securities available for sale are carried at fair value, with unrealized gains or losses net of deferred income taxes reported in the Accumulated Other Comprehensive Loss component of stockholders’ equity. We reported net unrealized losses, included as a separate component of stockholders’ equity of $30.3 million net of a deferred income tax benefit of $8.5 million at September 30, 2024, and net unrealized losses of $40.3 million, net of deferred income tax benefit of $11.3 million, at December 31, 2023.

Our Asset/Liability Committee (“ALCO”) reviews the performance and risk elements of the investment portfolio quarterly. Through active balance sheet management and analysis of the securities portfolio, we endeavor to maintain sufficient liquidity to satisfy depositor requirements and meet the credit needs of our customers.

Loan Portfolio:

Total loans increased $1.2 billion or 57.2% annualized since December 31, 2023 and totaled $4.1 billion at September 30, 2024. The loan growth in each of our loan categories was due primarily to increases in our overall portfolio resulting from the merger with FNCB, along with organic increases in our commercial and industrial loan portfolio.

Commercial and industrial loans increased $346.4 million to $890.1 million at September 30, 2024 compared to $543.7 million at December 31, 2023.

Commercial real estate loans increased $446.5 million to $2.3 billion at September 30, 2024 compared to $1.9 billion at December 31, 2023.

Consumer loans increased $63.7 million to $146.0 million at September 30, 2024 compared to $82.3 million at December 31, 2023.

Residential real estate loans increased $189.8 million to $550.6 million at September 30, 2024 compared to $360.8 million at December 31, 2023.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

The Company also added an equipment financing portfolio as a result of the FNCB merger. The portfolio totaled $173.5 million at September 30, 2024.

For the nine months ended September 30, 2024, total loans averaged $3.3 billion, an increase of $443.3 million or 15.7% compared to $2.8 billion for the same period of 2023. The FTE yield on the entire loan portfolio was 5.50% for the nine months ended September 30, 2024, a 73 basis point increase from the comparable period last year. The increase in yield was primarily due to the effective interest rates on the loans acquired in the FNCB merger.

In addition to the risks inherent in our loan portfolio, in the normal course of business, we are also a party to financial instruments with off-balance sheet risk to meet the financing needs of our customers. These instruments include legally binding commitments to extend credit, unused portions of lines of credit and commercial letters of credit made under the same underwriting standards as on-balance sheet instruments, and may involve, to varying degrees, elements of credit risk and interest rate risk (“IRR”) in excess of the amount recognized in the consolidated financial statements.

Unused commitments at September 30, 2024, totaled $791.5 million, consisting of $729.6 million in unfunded commitments of existing loan facilities and $61.9 million in standby letters of credit. Due to fixed maturity dates, specified conditions within these instruments, and the ultimate needs of our customers, many will expire without being drawn upon. We believe that amounts actually drawn upon can be funded in the normal course of operations and, therefore, do not represent a significant liquidity risk to us. In comparison, unused commitments at December 31, 2023 totaled $587.6 million, consisting of $525.4 million in unfunded commitments of existing loans and $62.2 million in standby letters of credit.

Asset Quality:

Distribution of nonperforming assets


(Dollars in thousands, except percents)		September 30, 2024			December 31, 2023
Nonaccrual loans	$	20,949		$	3,962
Accruing loans past due 90 days or more:		569			986
Total nonperforming loans		21,518			4,948
Foreclosed assets		27
Total nonperforming assets	$	21,545		$	4,948
Total loans held for investment	$	4,069,683		$	2,849,897
Allowance for credit losses		39,341			21,895
Allowance for credit losses as a percentage of loans held for investment		0.97	%		0.77	%
Allowance for credit losses as a percentage of nonaccrual loans		187.79	%		552.62	%
Nonaccrual loans as a percentage of loans held for investment		0.51	%		0.14	%
Nonperforming loans as a percentage of loans, net		0.53	%		0.17	%
Nonperforming assets as a percentage of total assets		0.40	%		0.13	%

Nonperforming assets increased by $16.6 million during the first nine months of 2024 and included $7.6 million of loans acquired from the FNCB merger. Nonperforming assets totaled $21.5 million or 0.40% of total assets at September 30, 2024, an increase from $4.9 million or 0.13% of total assets at December 31, 2023.

Loans on nonaccrual status increased $17.0 million to $20.9 million at September 30, 2024 from $4.0 million at December 31, 2023. Nonaccrual loans acquired in the FNCB merger equaled $7.6 million at September 30, 2024 and included a $4.1 million relationship with a non-profit that has ceased operations. Nonaccrual loans increased due to placing a $2.6 million collateral dependent real estate loan on nonaccrual as the primary source of repayment is in doubt and there are limited secondary sources of repayment. Potential loss is mitigated as the loan carries a 70 percent guarantee of a government agency for a significant amount of the outstanding balance. In addition, a $1.7 million

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Peoples Financial Services Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

commercial relationship was placed on non-accrual in the current period due to the business closing, and a $3.6 million real estate relationship was also placed on nonaccrual due to ownership concerns. There was one foreclosed property at September 30, 2024 in the amount of $27 thousand. There were no foreclosed properties at December 31, 2023.

Generally we pursue a goal of maintaining a high loan-to-deposit ratio in order to drive profitability. However, this objective is superseded by our goal of maintaining strong asset quality. We continued our efforts to maintain sound underwriting standards for both commercial and consumer credit.

The allowance for credit losses equaled $39.3 million or 0.97% of loans, net at September 30, 2024 compared to $21.9 million or 0.77% of loans, net, at December 31, 2023. The increase was due primarily to the establishment of an allowance for non-PCD loans of $14.3 million subsequent to the FNCB merger. Loans charged-off, net of recoveries, for the nine months ended September 30, 2024, equaled $158 thousand and less than 0.01% of average loans, compared to $76 thousand and less than 0.01% of average loans for the comparable period last year.

Deposits:

We attract the majority of our deposits from within our market area through the offering of various deposit instruments including demand deposit accounts, NOW accounts, money market deposit accounts, savings accounts, and time deposits, including certificates of deposit and IRAs.

For the nine months ended September 30, 2024, total deposits increased $1.3 billion or 55.4% annualized to $4.6 billion from $3.3 billion at December 31, 2023. Noninterest-bearing deposits increased $72.9 million, or 15.1% annualized and interest-bearing deposits increased $1.3 billion, or 65.2% annualized during the nine months ended September 30, 2024. The increase in deposits was primarily due to the deposits assumed in the FNCB merger.

Interest-bearing checking, NOW, and money market accounts increased $879.3 million to $2.5 billion at September 30, 2024 from $1.6 billion at December 31, 2023. Savings accounts increased $80.4 million to $509.4 million as of September 30, 2024 from $429.0 million at December 31, 2023. Time deposits less than $250 thousand increased $319.4 million to $824.8 million at September 30, 2024, from $505.4 million at December 31, 2023. Time deposits $250 thousand or more increased $6.9 million to $128.1 million at September 30, 2024 from $121.3 million at year end 2023. The increases were primarily the result of the merger with FNCB, together with seasonal inflows.

The deposit base consisted of 38.6% retail accounts, 33.3% commercial accounts, 19.7% municipal relationships and 8.4% brokered deposits at September 30, 2024. At September 30, 2024, total estimated uninsured deposits were approximately $1.6 billion, or 33.8% of total deposits; as compared to approximately $883.5 million, or 26.9% of total deposits at December 31, 2023. Included in the uninsured total at September 30, 2024 is $372.5 million of municipal deposits collateralized by letters of credit issued by the FHLB and pledged investment securities, and $2.6 million of affiliate company deposits. We also offer customers access to IntraFi's CDARS and ICS programs through which their deposits may be allocated separate FDIC-insured institutions, while they are able to maintain their relationship with our bank.

For the nine months ended September 30, interest-bearing deposits averaged $3.0 billion in 2024 compared to $2.5 billion in 2023, an increase of $495.2 million or 20.0%. The cost of interest-bearing deposits was 2.85% in 2024 compared to 2.15% for the same period last year. The overall cost of interest bearing liabilities, including the cost of borrowed funds was 2.94% for the nine months ended September 30, 2024 and 2.26% for the same period in 2023. The higher costs are due primarily to increases in interest rates paid in order to attract and retain current balances.

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Peoples Financial Services Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

Borrowings:

Peoples Bank utilizes borrowings as a secondary source of liquidity for its asset/liability management. Advances are available from the FHLB provided certain standards related to credit worthiness have been met. Repurchase and term agreements are also available from the FHLB. In addition, Peoples Bank may borrow from the Federal Reserve utilizing the Discount Window.

Overall, total borrowings were $189.9 million at September 30, 2024, which included short-term borrowings, long-term debt, other borrowings and subordinated debt, compared to $75.6 million at December 31, 2023, an increase of $114.3 million. At September 30, 2024, other borrowings, which include cash collateral pledged by derivative counterparties to offset interest rate exposure, totaled $12.4 million compared to $17.6 million at December 31, 2023. Lower market interest rates resulted in reduced exposure, and in a decrease to pledged cash collateral. Short term, long term and subordinated debt all include increases primarily due to the FNCB merger. Long-term debt was $111.5 million at September 30, 2024 compared with $25.0 million at year end 2023. Long term debt is comprised of $25.0 million from the Federal Reserve’s BTFP program, and the remaining with the Federal Home Loan Bank of Pittsburgh. Junior subordinated debt, which was acquired as part of the FNCB merger, totaled $8.0 million at September 30, 2024. Subordinated debt outstanding was unchanged at $33.0 million at September 30, 2024 and December 31, 2023.

Market Risk Sensitivity:

Market risk is the risk to our earnings or financial position resulting from adverse changes in market rates or prices, such as interest rates, foreign exchange rates or equity prices. Our exposure to market risk is primarily IRR associated with our lending, investing and deposit-gathering activities. During the normal course of business, we are not exposed to foreign exchange risk or commodity price risk. Our exposure to IRR can be explained as the potential for change in our reported earnings and/or the market value of our net worth. Variations in interest rates affect earnings by changing net interest income and the level of other interest-sensitive income and operating expenses. Interest rate changes also affect the underlying economic value of our assets, liabilities and off-balance sheet items. These changes arise because the present value of future cash flows, and often the cash flows themselves, change with interest rates. The effects of the changes in these present values reflect the change in our underlying economic value and provide a basis for the expected change in future earnings related to interest rates. IRR is inherent in the role of banks as financial intermediaries. However, a bank with a high degree of IRR may experience lower earnings, impaired liquidity and capital positions, and most likely, a greater risk of insolvency. Therefore, banks must carefully evaluate IRR to promote safety and soundness in their activities.

The FOMC has begun decreasing the federal funds rate in part due to lower inflation. Since September 2024, the FOMC has decreased the federal funds target rate by 75 basis points. Due to these factors, IRR and effectively managing it are very important to both bank management and regulators. Bank regulations require us to develop and maintain an IRR management program, overseen by our board of directors and senior management, that involves a comprehensive risk management process in order to effectively identify, measure, monitor and control risk. Should bank regulatory agencies identify a material weakness in our risk management process or high exposure relative to our capital, bank regulatory agencies may take action to remedy these shortcomings. Moreover, the level of IRR exposure and the quality of our risk management process is a determining factor when evaluating capital adequacy.

The ALCO, comprised of members of our board of directors, senior management and other appropriate officers, oversees our IRR management program. Specifically, ALCO analyzes economic data and market interest rate trends, as well as competitive pressures, and utilizes computerized modeling techniques to reveal potential exposure to IRR. This allows us to monitor and attempt to control the influence these factors may have on our rate-sensitive assets (“RSA”) and rate-sensitive liabilities (“RSL”), and overall operating results and financial position. One such technique utilizes a static gap model that considers repricing frequencies of RSA and RSL in order to monitor IRR. Gap analysis attempts to measure our interest rate exposure by calculating the net amount of RSA and RSL that reprice within specific time

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Peoples Financial Services Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

intervals. A positive gap occurs when the amount of RSA repricing in a specific period is greater than the amount of RSL repricing within that same time frame and is indicated by an RSA/RSL ratio greater than 1.0. A negative gap occurs when the amount of RSL repricing is greater than the amount of RSA and is indicated by an RSA/RSL ratio of less than 1.0. A positive gap implies that earnings will be impacted favorably if interest rates rise and adversely if interest rates fall during the period. A negative gap tends to indicate that earnings will be affected inversely to interest rate changes.

Our cumulative one-year RSA/RSL ratio equaled 1.14% at September 30, 2024, an increase from 0.73% at December 31, 2023. As previously mentioned, a positive gap indicates that if interest rates increase, our earnings would likely be favorably impacted. The overall focus of ALCO is to maintain a well-balanced interest rate risk position in order to safeguard future earnings. The current position at September 30, 2024, indicates that the amount of RSA repricing within one year would exceed that of RSL, thereby causing net interest income to increase as market rates increase. However, these forward-looking statements are qualified in the aforementioned section entitled “Cautionary Note Regarding Forward-Looking Statements” in this Management’s Discussion and Analysis.

Static gap analysis, although a standard measuring tool, does not fully illustrate the impact of interest rate changes on future earnings. First, market rate changes normally do not equally or simultaneously affect all categories of assets and liabilities. Second, assets and liabilities that can contractually reprice within the same period may not do so at the same time or to the same magnitude. Third, the interest rate sensitivity analysis presents a one-day position. Variations occur daily as we adjust our rate sensitivity throughout the year. Finally, assumptions must be made in constructing such an analysis.

As the static gap report fails to address the dynamic changes in the balance sheet composition or prevailing interest rates, we utilize a simulation model to enhance our asset/liability management. This model is used to create pro forma net interest income scenarios under various interest rate shocks. Simulation model results at September 30, 2024, produced results similar to those indicated by the one-year static gap position. In addition, parallel and instantaneous shifts in interest rates under various interest rate shocks resulted in changes in net interest income that were well within ALCO policy limits during the first year of simulation. We will continue to monitor our IRR throughout 2024 and endeavor to employ deposit and loan pricing strategies and direct the reinvestment of loan and investment repayments in order to manage our IRR position.

Financial institutions are affected differently by inflation than commercial and industrial companies that have significant investments in fixed assets and inventories. Most of our assets are monetary in nature and change correspondingly with variations in the inflation rate. It is difficult to precisely measure the impact inflation has on us, however we believe that our exposure to inflation can be mitigated through asset/liability management.

Liquidity:

Liquidity management is essential to our continuing operations and enables us to meet financial obligations as they come due, as well as to take advantage of new business opportunities as they arise. Financial obligations include, but are not limited to, the following:

●

Funding new and existing loan commitments;

●

Payment of deposits on demand or at their contractual maturity;

●

Repayment of borrowings as they mature;

●

Payment of lease obligations; and

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●

Payment of operating expenses.

These obligations are managed daily, thus enabling us to effectively monitor fluctuations in our liquidity position and to adapt that position according to market influences and balance sheet trends. Future liquidity needs are forecasted and strategies are developed to ensure adequate liquidity at all times.

Historically, core deposits have been the primary source of liquidity because of their stability and lower cost, in general, than other types of funding. Providing additional sources of funds are loan and investment payments and prepayments and the ability to sell both available for sale securities and mortgage loans held for sale.

Our ALCO generally meets quarterly, and most recently met in September to review our IRR profile, capital adequacy and liquidity. At September 30, 2024, the Company’s cash and due from banks balances were $97.1 million. Our maximum borrowing capacity with the FHLB as of September 30, 2024 was $1.4 billion, of which $477.6 million was outstanding in the form of borrowings and irrevocable standby letters of credit, and the remaining $968.7 is available. Additionally, the Company maintains $569.8 million of availability at the Federal Reserve Bank’s Discount Window, through the pledging of securities and through a borrower-in-custody of collateral arrangement, which enables us to pledge certain loans not being used as collateral elsewhere. Of this amount, $25.0 million was outstanding in borrowings associated with the Bank Term Funding Program. Additional sources of credit with corresponding banks total $18.0 million, none of which is currently utilized. The Company also maintains an available for sale investment securities portfolio, comprised primarily of highly liquid U.S. Treasury securities, highly-rated municipal securities and U.S. agency-backed mortgage backed securities. This portfolio serves as an additional source of liquidity and capital. At September 30, 2024, the Company’s available for sale investment securities portfolio totaled $562.5 million, $298.5 million of which were unencumbered. We believe our liquidity is adequate to meet both present and future financial obligations and commitments on a timely basis.

We employ a number of analytical techniques in assessing the adequacy of our liquidity position. One such technique is the use of ratio analysis to determine the extent of our reliance on noncore funds to fund our investments and loans maturing after September 30, 2024. Our noncore funds at September 30, 2024, were comprised of time deposits in denominations of $100 thousand or more, brokered deposits and other borrowings. These funds are not considered to be a strong source of liquidity because they are very interest rate sensitive and are considered to be highly volatile. At September 30, 2024, our net noncore funding dependence ratio, the difference between noncore funds and short-term investments to long-term assets, was 11.8%, while our net short-term noncore funding dependence ratio, noncore funds maturing within one-year, less short-term investments to long-term assets equaled 1.9%. Comparatively, our overall noncore dependence ratio at year-end 2023 was 12.1% and our net short-term noncore funding dependence ratio was 4.7%, indicating that our reliance on noncore funds has decreased overall as a result of increases to our longer term assets such as loans and investments and an increase in our federal funds balances, primarily due to in part to the FNCB merger.

The Consolidated Statements of Cash Flows present the changes in cash and cash equivalents from operating, investing and financing activities. Cash and cash equivalents, consisting of cash on hand, cash items in the process of collection, deposit balances with other banks and federal funds sold, increased $98.1 million during the nine months ended September 30, 2024. Cash and cash equivalents increased $216.7 million for the same period last year. For the nine months ended September 30, 2024, net cash outflows of $200.1 million, from financing activities, were offset by $267.6 million received in investing activities and $30.6 million received in operating activities. For the same period of 2023, net cash inflows of $24.3 million from operating activities and $240.4 million from financing activities were partially offset by net cash outflows of $48.1 million from investing activities.

Operating activities received net cash of $30.6 million for the nine months ended September 30, 2024, and provided $24.3 million for the corresponding nine months of 2023. Net income, adjusted for the effects of gains and losses along with noncash transactions such as depreciation and the provision for credit losses, is the primary source of funds from operations.

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Peoples Financial Services Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

Investing activities primarily include transactions related to the FNCB merger, lending activities, and investment portfolio. Investing activities provided net cash of $267.6 million for the nine months ended September 30, 2024, compared to using net cash of $48.1 million for the same period of 2023. Proceeds from the sale of a portion of the investments acquired in the FNCB merger was the primary factor causing the net inflow, as well as $28.8 million in cash received in the FNCB merger.

Financing activities used net cash of $200.1 million for the nine months ended September 30, 2024, and provided net cash of $240.4 million for the corresponding nine months of 2023. In 2024, deposit outflows, and payments of borrowings were the largest source of the net cash outflow. The year ago period included new long-term borrowings and the addition of brokered deposits to build our cash position. While a portion of the outflow is seasonal, we continue to seek deposits from new markets and customers as well as existing customers, including municipalities and school districts.

We believe that our future liquidity needs will be satisfied through maintaining an adequate level of cash and cash equivalents, by maintaining readily available access to traditional funding sources, and through proceeds received from the investment and loan portfolios. We believe that our current sources of funds will enable us to meet all cash obligations as they come due.

Capital:

Stockholders’ equity totaled $475.1 million or $47.53 per share at September 30, 2024, compared to $340.4 million or $48.35 per share at December 31, 2023. Stockholders’ equity increased during the nine month period ended September 30, 2024 primarily due to the FNCB merger, earnings, and a decrease in other comprehensive loss due to changes in market values of available for sale securities, offset by a dividend payout of $11.9 million.

Dividends declared equaled $1.44 per share for the nine months ended September 30, 2024 and $1.23 per share for the same period of 2023. The Company has paid cash dividends since its formation as a bank holding company in 1986. The Company’s board of directors declared on October 25, 2024 a fourth quarter dividend of $0.6175 per share payable on December 13, 2024 to shareholders of record as of November 29, 2024. The increase to the quarterly cash dividend, which began in the third quarter of 2024, was contemplated as part of the Merger Agreement between the Company and FNCB. It is the present intention of the Company’s board of directors to continue this dividend payment policy. Further dividends, however, must necessarily depend upon earnings, financial condition, appropriate legal restrictions and other factors relevant at the time the board of directors considers payment of dividends.

Current rules, which implemented the Basel III regulatory capital reforms and changes required by the Dodd-Frank Act, call for the following capital requirements: (i) a minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5%; (ii) a minimum ratio of tier 1 capital to risk-weighted assets of 6%; (iii) a minimum ratio of total capital to risk-weighted assets of 8%; and (iv) a minimum leverage ratio of 4%. In addition, the final rules establish a common equity tier 1 capital conservation buffer of 2.5% of risk-weighted assets applicable to all banking organizations. If a banking organization fails to hold capital above the minimum capital ratios and the capital conservation buffer, it will be subject to certain restrictions on capital distributions and discretionary bonus payments.

The adequacy of capital is reviewed on an ongoing basis with reference to the size, composition and quality of resources and regulatory guidelines. We seek to maintain a level of capital sufficient to support existing assets and anticipated asset growth, maintain favorable access to capital markets, and preserve high quality credit ratings. At September 30, 2024, Peoples Bank’s Tier 1 capital to total average assets was 8.23% as compared to 9.34% at December 31, 2023. Peoples Bank’s Tier 1 capital to risk weighted asset ratio was 10.68% and the total capital to risk weighted asset ratio was 11.68% at September 30, 2024. These ratios were 13.30% and 14.12% at December 31, 2023. Peoples Bank’s common equity Tier 1 to risk weighted asset ratio was 10.68% at September 30, 2024 compared to 13.30% at December

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Peoples Financial Services Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

31, 2023. Peoples Bank met all capital adequacy requirements and was deemed to be well-capitalized under regulatory standards at September 30, 2024.

Review of Financial Performance:

The Company’s financial results for any periods ended prior to July 1, 2024 reflect Peoples results only on a

stand alone basis, prior to the merger with FNCB. As a result of this factor and the below listed adjustments related to the FNCB merger, the Company’s financial results for the third quarter of 2024 may not be directly comparable to prior reported periods. The following schedule highlights specific merger related activity for the three and nine months ended September 30, 2024:


	Three Months Ended		Nine Months Ended
	September 30, 2024		September 30, 2024
Severance expenses	$	187	$	187
System termination and integration fees		8,375		8,551
Financial advisory fees		582		1,173
Legal and professional fees		87		772
Other merger related expenses		422		527
Total	$	9,653	$	11,210

Peoples reported a net loss of $4.3 million or ($0.43) per diluted share for the three months ended September 30, 2024, a decline of $11.1 million when compared to net income of $6.7 million or $0.95 per share for the comparable period of 2023. Quarterly net income included higher net interest income of $18.0 million due primarily to increases in the volume of earning assets due to the FNCB merger and the $3.7 million net accretion impact of purchase accounting marks on loans, deposits and borrowings acquired and assumed in the FNCB merger. The higher net interest income increased the net interest margin to 3.26% in the current period. Noninterest income was $5.7 million, up from $3.6 million in the year ago period. Noninterest expenses increased by $18.4 million, which included merger related expenses of $9.7 million, and higher overall expenses due to the FNCB merger. Provision for income tax decreased by $2.0 million on lower earnings.

Peoples reported net income of $2.4 million, or $0.30 per diluted share for the nine months ended September 30, 2024, a decrease of 89.9% when compared to $23.8 million, or $3.31 per diluted share for the comparable period of 2023. The decrease in earnings in the nine months ended September 30, 2024 is a result of a higher provision for credit loss of $16.9 million which included a $14.3 million provision for non-PCD loans acquired in the FNCB merger, higher merger related expenses of $10.2 million and higher overall expenses due to the FNCB merger, partially offset by higher net interest income of $11.0 million and higher noninterest income of $1.7 million primarily due to the FNCB merger.

Return on average assets (“ROA”) measures our net income in relation to total assets. Our annualized ROA was (0.33)% for the third quarter of 2024 compared to 0.72% for the same period of 2023. Return on average equity (“ROE”) indicates how effectively we can generate net income on the capital invested by stockholders. Our annualized ROE was (3.58)% for the third quarter of 2024 compared to 8.05% for the comparable period in 2023. The declines in our annualized ROA and ROE were due primarily to a lower level of net income resulting from non-recurring charges related to the FNCB merger.

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Peoples Financial Services Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

Non-GAAP Financial Measures:

The following are non-GAAP financial measures which provide useful insight to the reader of the consolidated financial statements but should be supplemental to GAAP used to prepare Peoples’ consolidated financial statements and should not be read in isolation or relied upon as a substitute for GAAP measures. In addition, Peoples’ non-GAAP measures may not be comparable to non-GAAP measures of other companies. The tax rate used to calculate the fully-taxable equivalent (FTE) adjustment was 21% for 2024 and 2023.

The following table reconciles the non-GAAP financial measures of FTE net interest income for the three and nine months ended September 30, 2024 and 2023:


(Dollars in thousands)
Three Months Ended September 30,	2024		2023
Interest income (GAAP)	$	68,284	$	38,765
Adjustment to FTE		720		475
Interest income adjusted to FTE (non-GAAP)		69,004		39,240
Interest expense		29,040		17,488
Net interest income adjusted to FTE (non-GAAP)	$	39,964	$	21,752


(Dollars in thousands)
Nine Months Ended September 30,	2024		2023
Interest income (GAAP)	$	145,657	$	109,779
Adjustment to FTE		1,666		1,440
Interest income adjusted to FTE (non-GAAP)		147,323		111,219
Interest expense		68,179		43,294
Net interest income adjusted to FTE (non-GAAP)	$	79,144	$	67,925

The efficiency ratio is noninterest expenses, less amortization of intangible assets and acquisition related expenses, as a percentage of FTE net interest income plus noninterest income less gains on equity securities and gains on sale of assets. Management monitors the efficiency ratio to determine how well it is managing its operating expenses; a lower efficiency ratio is generally preferable as it indicates the Company is spending less to generate income. The Company is continuing to pursue opportunities to reduce expenses as a percentage of operating revenues.

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Peoples Financial Services Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

The following table reconciles the non-GAAP financial measures of the efficiency ratio to GAAP for the three and nine months ended September 30, 2024 and 2023:


(Dollars in thousands, except percents)
Three Months Ended September 30,	2024			2023
Efficiency ratio (non-GAAP):
Noninterest expense (GAAP)	$	35,502		$	17,054
Less: amortization of intangible assets expense		1,665			29
Less: acquisition related expenses		9,653			869
Noninterest expense adjusted (non-GAAP)		24,184			16,156

Net interest income (GAAP)		39,244			21,277
Plus: taxable equivalent adjustment		720			475
Noninterest income (GAAP)		5,722			3,692
Less: net gains on equity securities		175
Net interest income (FTE) plus noninterest income (non-GAAP)	$	45,511		$	25,444

Efficiency ratio (non-GAAP)		53.1	%		63.5	%


(Dollars in thousands, except percents)
Nine Months Ended September 30,	2024			2023
Efficiency ratio (non-GAAP):
Noninterest expense (GAAP)	$	71,728		$	50,222
Less: amortization of intangible assets expense		1,665			86
Less: acquisition related expenses		11,210			990
Noninterest expense adjusted (non-GAAP)		58,853			49,146

Net interest income (GAAP)		77,478			66,485
Plus: taxable equivalent adjustment		1,666			1,440
Noninterest income (GAAP)		12,665			10,918
Less: net gains (losses) on equity securities		155			(17)
Less: gains on sale of available for sale securities		1			81
Net interest income (FTE) plus noninterest income (non-GAAP)	$	91,653		$	78,779
Efficiency ratio (non-GAAP)		64.2	%		62.4	%

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Peoples Financial Services Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

Net Interest Income:

Net interest income is the fundamental source of earnings for commercial banks. Fluctuations in the level of net interest income can have the greatest impact on net profits. Net interest income is defined as the difference between interest revenue, interest and fees earned on interest-earning assets, and interest expense, the cost of interest-bearing liabilities supporting those assets. The primary sources of earning assets are loans and investment securities, while interest-bearing deposits, short-term and long-term borrowings, and subordinated debt comprise interest-bearing liabilities. Net interest income is impacted by:

●

Variations in the volume, rate and composition of earning assets and interest-bearing liabilities;

●

Changes in general market rates; and

●

The level of nonperforming assets.

Changes in net interest income are measured by the net interest spread and net interest margin. Net interest spread, the difference between the average yield earned on earning assets and the average rate incurred on interest-bearing liabilities, illustrates the effects changing interest rates have on profitability. Net interest margin, net interest income as a percentage of earning assets, is a more comprehensive ratio, as it reflects not only the spread, but also the change in the composition of interest-earning assets and interest-bearing liabilities. Tax-exempt loans and investments carry pre-tax yields lower than their taxable counterparts. Therefore, in order to make the analysis of net interest income more comparable, tax-exempt income and yields are reported herein on a FTE basis, as FTE net interest income using the prevailing federal statutory tax rate of 21.0% in 2024 and 2023.

For the three and nine months ended September 30, 2024, the average balances include $1.2 billion in loans, $177.0 million of investments, $1.4 billion in deposits, $226.3 million in borrowings, and $8.0 million in junior subordinated debt acquired in the FNCB merger. For the three months ended September 30, FTE net interest income, a non-GAAP measure, increased $18.2 million to $40.0 million in 2024 from $21.8 million in 2023. The net interest spread increased to 2.74% for the three months ended September 30, 2024 from 1.79% for the three months ended September 30, 2023 as the earning asset yield increased 123 basis points while the average rate paid on interest-bearing liabilities increased 28 basis points. The FTE net interest margin increased to 3.26% for the third quarter of 2024 from 2.44% for the comparable period of 2023. The increase in tax-equivalent net interest margin from the year ago period was primarily from a higher volume of earning assets and the net accretion impact of purchase accounting marks on loans, deposits and borrowings acquired and assumed in the FNCB merger, which totaled $3.7 million of net interest income, and represented 30 basis points of tax-equivalent net interest margin.

For the three months ended September 30, FTE interest income on earning assets, a non-GAAP measure, increased $29.8 million to $69.0 million in 2024 as compared to $39.2 million in 2023. The overall yield on earning assets, on a FTE basis, increased 123 basis points for the three months ended September 30, 2024 to 5.63% as compared to 4.40% for the three months ended September 30, 2023. The increase to FTE interest income is due to the increase in rates for newly acquired assets, and an increase in our earning asset base, including those acquired from the FNCB merger and rising rate indices. The overall yield earned on investments increased 127 basis points in the third quarter of 2024 to 3.02% from 1.75% for the third quarter of 2023 primarily as a result of a restructured portfolio mix and acquiring the investment portfolio at fair value based on current market rates. Average investment balances were $158.1 million higher when comparing the current and year ago quarter. The yield on loans increased 124 basis points in the third quarter of 2024 to 6.09% from 4.85% for the third quarter of 2023 as a result of loans acquired in the FNCB merger, new loans originated at higher portfolio rates, floating and adjustable loans repricing higher, and the net accretion of the loan marks from the impact of purchase accounting which benefited the yield by 46 basis points. Average loan balances were $1.2 billion higher when compared to the same quarter in 2023. Average federal funds sold decreased $42.4 million to $92.1 million for the three months ended September 30, 2024 and yielded 5.26%, as compared to $134.6 million and a yield of 5.52% in the year ago period. We expect asset yields to stabilize as floating rate assets repricing downward

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Peoples Financial Services Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

from the FOMC action to cut rates 50 basis points in September will be offset by new loan originations booked at higher portfolio rates and lower yielding adjustable rate assets repricing higher than current stated rates.

Total interest expense increased $11.5 million to $29.0 million for the three months ended September 30, 2024 from $17.5 million for the three months ended September 30, 2023. The total cost of funds increased 28 basis points for the three months ended September 30, 2024 to 2.89% as compared to 2.61% in the year ago period. The increase in costs was due to an increase to the average balance of higher priced brokered certificate of deposits, higher rates paid on both interest-bearing deposits and short term borrowings, combined with higher average balances in the current period. The impact of amortizing the marks due to purchase accounting on the time deposits, borrowings and junior subordinated debt added 10 basis points to the funding costs. Average rates paid on deposits increased as the result of higher market rates and local competition for deposits. We expect increased competition for funding to continue to impact costs during the remaining months of 2024.

Net interest income changes due to rate and volume for the nine months ended September 30


	2024 vs 2023
	Increase (decrease)
	attributable to
(Dollars in thousands)	Total		Rate		Volume
Interest income:
Loans:
Taxable	$	32,576	$	15,476	$	17,100
Tax-exempt		1,153		720		433
Investments:
Taxable		2,643		2,287		356
Tax-exempt		(73)		(3)		(70)
Interest-bearing deposits		195		12		183
Federal funds sold		(390)		45		(435)
Total interest income		36,104		18,537		17,567
Interest expense:
Money market accounts		6,657		4,252		2,405
NOW accounts		5,464		2,203		3,261
Savings accounts		3,248		3,341		(93)
Time deposits less than $100		8,798		3,917		4,881
Time deposits $100 or more		(756)		(2,543)		1,787
Short-term borrowings		(144)		169		(313)
Long-term debt		1,359		60		1,299
Subordinated debt
Junior subordinated debt		260				260
Total interest expense		24,886		11,399		13,487
FTE net interest income changes (Non-GAAP)	$	11,218	$	7,138	$	4,080

FTE net interest income, a non-GAAP measure, was $79.1 million in the nine months ended September 30, 2024 and $67.9 million in the comparable period last year. There was both a positive volume and rate variance. The growth in average interest-bearing assets exceeded that of the growth in earning liabilities, and resulted in higher FTE net interest income, a non-GAAP measure, of $4.1 million. A rate variance resulted in an increase in net interest income of $7.1 million.

Average earning assets increased $459.5 million to $3.9 billion for the nine months ended September 30, 2024 and accounted for a $17.6 million increase in interest income. Average taxable loans increased $426.1 million, which caused interest income to increase $17.1 million. Average tax-exempt loans increased $17.1 million which caused interest

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Peoples Financial Services Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

income to increase $0.4 million. Average taxable investments increased $26.7 million comparing 2024 and 2023, which resulted in increased interest income of $0.4 million while average tax-exempt investments decreased $4.5 million, which resulted in a decrease to interest income of $70 thousand. Average interest bearing deposits with banks increased $4.5 million which resulted in an increase of $0.2 million to interest income. Average federal funds sold decreased $10.5 million for the nine months ended September 30, 2024 which resulted in a decrease of $0.4 million to interest income.

Average interest-bearing liabilities rose $527.7 million to $3.1 billion for the nine months ended September 30, 2024 from $2.6 billion for the nine months ended September 30, 2023 resulting in a net increase in interest expense of $13.5 million. Interest-bearing deposit accounts, including money market, NOW and savings accounts increased $271.5 million which resulted in a total increase in interest expense of $5.6 million. In addition, large denomination time deposits averaged $76.3 million more in the current period and caused interest expense to increase $1.8 million. An increase of $147.4 million in average time deposits less than $100 thousand which included higher priced callable brokered CDs, resulted in an increase to interest expense of $4.9 million. Short-term borrowings averaged $6.8 million lower and decreased interest expense $0.3 million while long-term borrowing increased $36.6 million and resulted in an increase to interest expense of $1.3 million.

For the nine months ended September 30, 2024, a favorable rate variance occurred, as the FTE yield on earning assets increased 72 basis points while there was a 68 basis point increase in the cost of funds. As a result, FTE net interest income increased $7.1 million comparing the nine months ended September 30, 2024 and 2023. The FTE yield on earning assets was 5.01% in the 2024 period compared to 4.29% in 2023 resulting in an increase in interest income of $18.5 million. The yield on the taxable investment portfolio increased 62 basis points to 2.30% during the nine months ended September 30, 2024 from 1.68% in the year ago period, resulting in an increase of $2.3 million in interest income. The yield on the tax exempt investment portfolio remained flat at 2.22% during the nine months ended September 30, 2024 and in the year ago period. The FTE yield on the loan portfolio increased 73 basis points to 5.50% in 2024 from 4.77% in 2023 and resulted in an increase to interest income of $16.2 million.

The yield on interest bearing deposits increased 70 basis points to 2.85% from 2.15% in the year ago period resulting in an increase in interest expense of $11.2 million. The yield on long term borrowings increased 43 basis points to 4.67% from 4.33% in the year ago period but had a negligible effect to interest expense. The yield on short term borrowings increased 38 basis points to 5.31% from 4.93% in the year ago period and resulted in an increase to interest expense of $0.2 million.

The average balances of assets and liabilities, corresponding interest income and expense and resulting average yields or rates paid are summarized as follows. Averages for earning assets include nonaccrual loans. Investment averages include available for sale securities at amortized cost. Income on investment securities and loans is adjusted to a FTE basis using the prevailing federal statutory tax rate of 21%.

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Peoples Financial Services Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)


	Three months ended
	September 30, 2024						September 30, 2023
	Average		Interest Income/		Yield/		Average		Interest Income/		Yield/
	Balance		Expense		Rate		Balance		Expense		Rate
Assets:
Earning assets:
Loans:
Taxable	$	3,790,138	$	59,411	6.24	%	$	2,627,700	$	33,095	5.00	%
Tax-exempt		278,496		2,910	4.16			226,628		1,786	3.13
Total loans		4,068,634		62,321	6.09			2,854,328		34,881	4.85
Investments:
Taxable		611,032		4,793	3.12			454,727		1,920	1.68
Tax-exempt		89,532		520	2.31			87,731		475	2.15
Total investments		700,564		5,313	3.02			542,458		2,395	1.75
Interest-bearing deposits		10,820		151	5.55			6,893		91	5.24
Federal funds sold		92,171		1,218	5.26			134,583		1,873	5.52
Total earning assets		4,872,189		69,003	5.63	%		3,538,262		39,240	4.40	%
Less: allowance for credit losses		37,535						23,691
Other assets		456,540						215,472
Total assets	$	5,291,194	$	69,003			$	3,730,043	$	39,240
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Money market accounts	$	906,842	$	8,231	3.61	%	$	697,387	$	5,945	3.38	%
Interest-bearing demand and NOW accounts		1,414,228		6,888	1.94			800,978		4,335	2.15
Savings accounts		518,038		3,420	2.63			462,468		272	0.23
Time deposits less than $100		687,511		4,637	2.68			412,705		4,234	4.07
Time deposits $100 or more		275,786		3,222	4.65			208,153		1,695	3.23
Total interest-bearing deposits		3,802,405		26,398	2.76			2,581,691		16,481	2.53
Short-term borrowings		43,895		550	4.98			21,759		291	5.31
Long-term debt		111,804		1,389	4.94			25,000		273	4.33
Subordinated debt		33,000		443	5.34			33,000		443	5.33
Junior subordinated debt		8,000		260	12.93
Total borrowings		196,699		2,642	5.34			79,759		1,007	5.01
Total interest-bearing liabilities		3,999,104		29,040	2.89			2,661,450		17,488	2.61
Noninterest-bearing deposits		713,776						688,301
Other liabilities		96,177						47,788
Stockholders’ equity		482,137						332,504
Total liabilities and stockholders’ equity	$	5,291,194					$	3,730,043
Net interest income/spread			$	39,963	2.74	%			$	21,752	1.79	%
Net interest margin					3.26	%					2.44	%
Tax-equivalent adjustments:
Loans			$	611					$	375
Investments				109						100
Total adjustments			$	720					$	475

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Peoples Financial Services Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)


	Nine months ended
	September 30, 2024						September 30, 2023
	Average		Interest Income/		Yield/		Average		Interest Income/		Yield/
(Dollars in thousands, except percents)	Balance		Expense		Rate		Balance		Expense		Rate
Assets:
Earning assets:
Loans:
Taxable	$	3,022,988	$	127,859	5.65	%	$	2,596,848	$	95,283	4.91	%
Tax-exempt		242,293		6,476	3.57			225,178		5,323	3.16
Total loans		3,265,281		134,335	5.50			2,822,026		100,606	4.77
Investments:
Taxable		501,100		8,620	2.30			474,425		5,977	1.68
Tax-exempt		87,612		1,459	2.22			92,111		1,532	2.22
Total investments		588,712		10,079	2.29			566,536		7,509	1.77
Interest-bearing deposits		9,541		385	5.39			5,004		190	5.08
Federal funds sold		61,635		2,524	5.47			72,098		2,914	5.40
Total interest-earning assets		3,925,169		147,323	5.01	%		3,465,664		111,219	4.29	%
Less: allowance for credit losses		27,660						24,711
Other assets		294,186						211,537
Total assets	$	4,191,695	$	147,323			$	3,652,490	$	111,219
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Money market accounts	$	792,391	$	22,116	3.73	%	$	694,478	$	15,459	2.98	%
Interest-bearing demand and NOW accounts		977,722		16,125	2.20			768,277		10,661	1.86
Savings accounts		450,161		3,975	1.18			485,985		727	0.20
Time deposits less than $100		475,194		17,778	5.00			327,810		8,980	3.66
Time deposits $100 or more		271,765		3,222	1.58			195,450		3,978	2.72
Total interest-bearing deposits		2,967,233		63,216	2.85			2,472,000		39,805	2.15
Short-term borrowings		36,349		1,446	5.31			43,125		1,590	4.93
Long-term debt		54,147		1,928	4.76			17,576		569	4.33
Subordinated debt		33,000		1,330	5.38			33,000		1,330	5.39
Junior subordinated debt		2,692		260	12.90
Total borrowings		126,188		4,964	5.25			93,701		3,489	4.98
Total interest-bearing liabilities		3,093,421		68,180	2.94	%		2,565,701	$	43,294	2.26	%
Noninterest-bearing deposits		650,446						714,779
Other liabilities		59,622						42,101
Stockholders’ equity		388,206						329,909
Total liabilities and stockholders’ equity	$	4,191,695					$	3,652,490
Net interest income/spread			$	79,143	2.07	%			$	67,925	2.03	%
Net interest margin (Non-GAAP)					2.69	%					2.62	%
Tax-equivalent adjustments:
Loans			$	1,360					$	1,118
Investments				306						322
Total adjustments			$	1,666					$	1,440

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Peoples Financial Services Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

Provision for Credit Losses:

Effective January 1, 2023 the Company transitioned to ASU 2016-13 Financial Instruments - Credit Losses (Topic 326), commonly referred to as CECL. Based on our most current evaluation, we believe that the allowance is adequate to absorb any known and inherent losses in the portfolio as of September 30, 2024.

For the three months ended September 30, 2024, $14.5 million was recorded to the provision for credit losses compared to a credit of $0.2 million in the year ago period. The current period provision included a non-recurring provision of $14.3 million for FNCB non-PCD loans. Excluding the impact of the FNCB merger, the provision for credit losses for the three months ended September 30, 2024 was $0.2 million.

For the nine months ended September 30, 2024, a provision for credit losses of $15.8 million was recorded and included a $14.3 million initial provision for non-PCD loans acquired in the FNCB merger. The provision in the prior nine month period included a credit of $0.9 million which was attributed to various factors, including updated economic assumptions as well as changes in qualitative factors, portfolio composition and asset quality.

Noninterest Income:

Noninterest income for the three months ended September 30, 2024 and 2023 was $5.7 million and $3.7 million, respectively. The increase was primarily due to the FNCB merger and consisted of higher levels of service charges, fees, commissions and other income, wealth management fees and increased cash surrender value of life insurance. These increases were partially offset by lower interest rate swap revenue due to reduced origination volume.

Noninterest income was $12.7 million for the nine months ended September 30, 2024 and $10.9 million for the comparable period ended September 30, 2023. Services charges and fees increased $1.5 million, wealth management income increased $0.3 million and gains on equity securities increased $0.2 million while interest rate swap revenue decreased $0.5 million on lower loan origination volume and market value adjustments.

Noninterest Expenses:

In general, noninterest expense is categorized into three main groups: employee-related expenses, occupancy and equipment expenses, and other expenses. However, included in the current period are acquisition related expenses incurred in connection with our merger with FNCB. Employee-related expenses are costs associated with providing salaries, including payroll taxes and benefits, to our employees. Occupancy and equipment expenses, the costs related to the maintenance of facilities and equipment, include depreciation, general maintenance and repairs, real estate taxes, rental expense offset by any rental income, and utility costs. Other expenses include general operating expenses such as advertising, contractual services, insurance, including FDIC assessment, provision for unfunded commitments, other taxes and supplies. Several of these costs and expenses are variable while the remainder are fixed. We utilize budgets and other related strategies in an effort to control the variable expenses.

Noninterest expense increased $18.4 million to $35.5 million for the three months ended September 30, 2024, from $17.1 million for the same period a year ago. Acquisition related expenses, such as legal and consulting, and core system de-conversion fees and advisory fees totaled $9.7 million. Salaries and employee benefits were $4.4 million higher due to the addition of 195 full time equivalent employees. Occupancy and equipment expenses increased $2.1 million in the three months ended September 30, 2024 due to higher information technology (IT) expense and higher facilities costs from inflationary price pressure and the additional branches acquired in the FNCB merger.

Noninterest expense for the nine months ended September 30, 2024 was $71.7 million, an increase of $21.5 million or 42.8% from $50.2 million for the nine months ended September 30, 2023. The increase was due primarily to higher acquisition related expenses, and higher expenses due to additional full time equivalent employees and facilities due to

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Peoples Financial Services Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands, except per share data)

the FNCB merger. Salaries and employee benefits expenses increased $4.1 million compared to the year ago period due to additional employees related to the merger. Occupancy and equipment expenses were higher by $3.1 million in the nine months ended September 30, 2024 due to increased technology costs related to system integration and increased account and transaction volumes, and higher facilities costs. Acquisition related expenses totaled $11.2 million compared to $1.0 million a year ago.

Income Taxes:

We recorded an income tax benefit of $0.7 million or 13.2% of pre-tax loss, and a $1.3 million provision, or 16.5% of pre-tax income for the three ended September 30, 2024 and September 30, 2023 respectively. For the nine months ended September 30, 2024 we recorded a provision of $0.2 million, or 9.1% of pretax income compared to $4.5 million, or 16.1% of pretax income for the nine month period ended September 30, 2023. Lower income tax expense was due to lower pre-tax income for the three and nine months ended September 30, 2024.

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Peoples Financial Services Corp.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Market risk is the risk to our earnings and/or financial position resulting from adverse changes in market rates or prices, such as interest rates, foreign exchange rates or equity prices. Our exposure to market risk is primarily interest rate risk (“IRR”), which arises from our lending, investing and deposit gathering activities. Our market risk sensitive instruments consist of derivative and non-derivative financial instruments, none of which are entered into for trading purposes. During the normal course of business, we are not exposed to foreign exchange risk or commodity price risk. Our exposure to IRR can be explained as the potential for change in reported earnings and/or the market value of net worth. Variations in interest rates affect the underlying economic value of assets, liabilities and off-balance sheet items. These changes arise because the present value of future cash flows, and often the cash flows themselves, change with interest rates. The effects of the changes in these present values reflect the change in our underlying economic value, and provide a basis for the expected change in future earnings related to interest rates. Interest rate changes affect earnings by changing net interest income and the level of other interest-sensitive income and operating expenses. IRR is inherent in the role of banks as financial intermediaries.

A bank with a high degree of IRR may experience lower earnings, impaired liquidity and capital positions, and most likely, a greater risk of insolvency. Therefore, banks must carefully evaluate IRR to promote safety and soundness in their activities. Interest rate risk is the risk of loss to future earnings due to changes in interest rates. The Asset Liability Management Committee (“ALCO”) is responsible for establishing policy guidelines on liquidity and acceptable exposure to interest rate risk. Generally quarterly, ALCO reports on the status of liquidity and interest rate risk matters to the Company’s board of directors. The objective of the ALCO is to manage assets and funding sources to produce results that are consistent with the Company’s liquidity, capital adequacy, growth, risk and profitability goals and are within policy limits.

The Company utilizes the pricing and structure of loans and deposits, the size and duration of the investment securities portfolio, the size and duration of the wholesale funding portfolio, and off-balance sheet interest rate contracts to manage interest rate risk. The off-balance sheet interest rate contracts may include interest rate swaps, caps and floors. These interest rate contracts involve, to varying degrees, credit risk and interest rate risk. Credit risk is the possibility that a loss may occur if a counterparty to a transaction fails to perform according to terms of the contract. The notional amount of the interest rate contracts is the amount upon which interest and other payments are based. The notional amount is not exchanged, and therefore, should not be taken as a measure of credit risk. See Note 13 to the Audited Consolidated Financial Statements contained in Part II, Item 8 of our Annual Report on Form 10-K for the period ended December 31, 2023 and Note 11 to the unaudited consolidated interim financial statements contained in Part I, Item 1 of this report for additional information.

The ALCO uses income simulation to measure interest rate risk inherent in the Company’s on-balance sheet and off-balance sheet financial instruments at a given point in time by showing the effect of interest rate shifts on net interest income over a 24-month horizon and a 60-month horizon. The simulations assume that the size and general composition of the Company’s balance sheet remain static over the simulation horizons, with the exception of certain deposit mix shifts from low-cost time deposits to higher cost time deposits in selected interest rate scenarios. Additionally, the simulations take into account the specific repricing, maturity, call options, and prepayment characteristics of differing financial instruments that may vary under different interest rate scenarios. The characteristics of financial instrument classes are reviewed typically quarterly by the ALCO to ensure their accuracy and consistency.

The ALCO reviews simulation results to determine whether the Company’s exposure to a decline in net interest income remains within established tolerance levels over the simulation horizons and to develop appropriate strategies to manage this exposure. As of September 30, 2024 and December 31, 2023, net interest income simulations indicated that exposure to changing interest rates over the simulation horizons remained within tolerance levels established by the Company. All changes are measured in comparison to the projected net interest income that would result from an “unchanged” rate scenario where both interest rates and the composition of the Company’s balance sheet remain stable for a 24-month and 60-month period. In addition to measuring the change in net interest income as compared to an unchanged interest rate scenario, the ALCO also measures the trend of both net interest income and net interest margin over a 24-month and 60-month horizon to ensure the stability and adequacy of this source of earnings in different interest rate scenarios.

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Model results at September 30, 2024 indicated a higher starting level of net interest income (“NII”) compared to the July 31, 2024 model which included the larger earning asset base from the FNCB merger. The current model results include the positive impact of purchase accounting resulting from the net accretion of the fair value marks.

Our interest rate risk position exhibits a relatively well-matched position to both rising and falling interest rate environments in the first twelve months of the simulation while a sustained falling rate and parallel downward shifting yield curve presents the greatest potential risk to NII over the long-term horizon. A steeper yield curve mitigates a portion of the exposure to falling rates. After the first eighteen months of the model simulation, the benefit to NII increases in a rising rate environment as a result of the higher assumed replacement rates on assets repricing while funding costs stabilize. This position at September 30, 2024 is similar to our July, 31, 2024 model results.

The ALCO regularly reviews a wide variety of interest rate shift scenario results to evaluate interest rate risk exposure, including scenarios showing the effect of steepening or flattening changes in the yield curve as well as parallel changes in interest rates of up to 400 basis points. Because income simulations assume that the Company’s balance sheet will remain static over the simulation horizon, the results do not reflect adjustments in strategy that the ALCO could implement in response to rate shifts.

The FOMC has begun decreasing the federal funds rate in part due to lower inflation. Since September 2024, the FOMC has decreased the federal funds target rate by 75 basis points which has resulted in our floating rate loans repricing lower and negatively impacting NII. Management commenced reducing deposit rates prior to the FOMC actions and expects to continue to reduce rates to mitigate the impact on interest income from the asset side of the balance sheet. Management expects cash flow from the investment portfolio to reprice higher than current portfolio rates, adjustable rate loans to reprice higher than current portfolio rates and new loan originations be added at higher than current portfolio rates to mitigate the lower interest from the floating rate loans. If we are unable to reduce our deposit costs as expected or we experience an outflow of deposits due to lower rates which could result in a shift to higher costing funding sources, expected levels of NII will be reduced.

The projected impacts of instantaneous changes in interest rates on our net interest income and economic value of equity at September 30, 2024, based on our simulation model, as compared to our ALCO policy limits are summarized as follows:


	September 30, 2024
	% Change in
Changes in Interest Rates (basis points)	Net Interest Income		Economic Value of Equity
	Metric	Policy	Metric	Policy
+400	(3.0)	(20.0)	26.1	(40.0)
+300	(2.3)	(20.0)	21.5	(30.0)
+200	(1.7)	(10.0)	15.7	(20.0)
+100	(0.1)	(10.0)	9.1	(10.0)
Static
-100	1.1	(10.0)	(13.1)	(10.0)
-200	0.8	(10.0)	(32.3)	(20.0)
-300	0.7	(20.0)	(55.4)	(30.0)
-400	0.8	(20.0)	(90.6)	(40.0)

Our simulation model creates pro forma net interest income scenarios under various interest rate shocks. Given instantaneous and parallel shifts in general market rates of plus 100 basis points, our projected net interest income for the 12 months ending September 30, 2024, would decrease 0.1% from model results using current interest rates. Additional disclosures about market risk are included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, and in Part I, Item 2 of this quarterly report, in each case under the heading “Market Risk Sensitivity,” and are incorporated into this Item 3 by reference.

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Peoples Financial Services Corp.

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures.

At September 30, 2024, the end of the period covered by this Quarterly Report on Form 10-Q, the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based upon that evaluation, the CEO and CFO concluded that the disclosure controls and procedures, at September 30, 2024, were effective to provide reasonable assurance that information required to be disclosed in the Company’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to the CEO and CFO to allow timely decisions regarding required disclosure.

(b) Changes in internal control.

Effective on July 1, 2024, Peoples completed its merger with FNCB. During the third quarter of 2024, management commenced an evaluation of the design and operating effectiveness of internal controls over financial reporting related to the FNCB acquired business. The evaluation of changes to processes, technology systems, and other components of internal control over financial reporting related to the FNCB acquired business is ongoing. Except for the changes made in connection with the merger, there were no changes in the Company’s internal control over financial reporting in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the fiscal quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

The nature of the Company’s business generates a certain amount of litigation involving matters arising out of the ordinary course of business. In the opinion of management, there were no legal proceedings that had or might have a material effect on the consolidated results of operations, liquidity, or the financial position of the Company during the nine-months ended September 30, 2024 and through the date of this quarterly report on Form 10-Q.

Item 1A. Risk Factors.

Our Annual Report on Form 10-K for the year ended December 31, 2023 (2023 Form 10-K) describes market, credit, and business operations risk factors that could affect our business, results of operations or financial condition. There have been no material changes from the risk factors as previously disclosed in our 2023 Form 10-K.

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

During the quarter ended September 30, 2024, we did not issue or sell any shares of our Common Stock or other equity securities pursuant to unregistered transactions in reliance upon an exemption from the registration requirements of the Securities Act.

There were no repurchases of our common stock during the three months ended September 30, 2024.

Item 3. Defaults upon Senior Securities.

None.

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Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the fiscal quarter ended September 30, 2024, none of the Company’s directors or officers informed management of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

Item 6. Exhibits.

Item Number			Description


2.1			Agreement and Plan of Merger, dated as of September 27, 2023, by and between Peoples Financial Services Corp. and FNCB Bancorp, Inc.* (incorporated by reference to Exhibit 2.1 to Peoples Financial Services Corp.’s Current Report on Form 8-K filed on September 27, 2023)

3.1*			Peoples Financial Services Corp. Second Amended and Restated Bylaws, as amended

4.1			Certain instruments relating to long-term debt of the registrant and its consolidated subsidiaries not being registered have been omitted in accordance with Item 601(b)(4)(iii) and (v) of Regulation S-K. The registrant will furnish a copy of any such instrument to the Securities and Exchange Commission upon request.

10.1†			Employment Agreement, dated as of July 26, 2024 by and among Peoples Security Bank and Trust Company, Peoples Financial Services Corp. and Gerard A. Champi (incorporated by reference to Exhibit 10.1 of Peoples’ Current Report on Form 8-K filed with the SEC on July 29, 2024).

10.2†			Employment Agreement between First National Community Bancorp, Inc., First National Community Bank and James M. Bone, Jr. (incorporated by reference to Exhibit 10.18 to FNCB’s Current Report on Form 8-K on October 2, 2015 (SEC File No. 000-53869))

10.3†			Amendment to Employment Agreement, dated September 27, 2023 by and among FNCB Bancorp, Inc., FNCB Bank and James M. Bone, Jr.(incorporated by reference to Exhibit 10.1 to FNCB’s Current Report on Form 8-K on September 27, 2023 (SEC File No. 001-38408))

10.4†			FNCB Bancorp, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to FNCB’s Registration Statement on Form S-8 on June 23, 2023 (SEC File No. 333-272878))

10.5†			Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 4.2 to FNCB’s Registration Statement on Form S-8 on January 24, 2014 (SEC File No. 333-193545))

10.6†			Peoples Security Bank and Trust Company (formerly First National Community Bank) Supplemental Executive Retirement Plan, as amended (incorporated by reference to Exhibit 10-8 to FNCB’s Form 10-K for the year ended December 31, 2022, as filed on March 10, 2023 (SEC File No. 001-38408))

10.7*†			Third Amendment to the Peoples Security Bank and Trust Company (formerly FNCB Bank) Supplemental Executive Retirement Plan dated June 26, 2024

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10.8†			Executive Incentive Plan (incorporated by reference to Exhibit 10.14 to FNCB’s Form 10-K for the year ended December 31, 2012, as filed on March 28, 2013 (SEC File No. 001-38408))

31.1			CEO Certification Pursuant to Rule 13a-14 (a) /15d-14 (a)

31.2			CFO Certification Pursuant to Rule 13a-14 (a) /15d-14 (a).

32			CEO and CFO Certifications Pursuant to Section 1350.

101			The following materials from Peoples Financial Services Corp. Quarterly Report on Form 10-Q for the period ended September 30, 2024, formatted in inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income (Loss) and Comprehensive (Loss) Income, (iii) the Consolidated Statements of Changes in Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements

104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

			*The schedules and exhibits have been omitted pursuant to Item 601(b) (2) of Regulation S-K. Peoples Financial Services Corp. agrees to furnish a copy of such schedules and exhibits, or any section thereof, to the SEC upon request

*Filed herewith

†Management contract, compensatory plan or arrangement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto, duly authorized.

	Peoples Financial Services Corp.
	(Registrant)

Date: November 14, 2024	/s/ Craig W. Best
	Craig W. Best
	Chief Executive Officer
	(Principal Executive Officer)

Date: November 14, 2024	/s/ John R. Anderson, III
	John R. Anderson, III
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)


/s/ John R. Anderson, III
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

Date: November 14, 2024