miff20250925_8ka.htm
Form 8-K/A date of report 10-10-25 true 0000779227 0000779227 2025-08-01 2025-08-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
  
 
FORM 8-K/A
(Amendment No. 1)
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
August 1, 2025
Date of Report (Date of earliest event reported)
 
STEELE BANCORP, INC.
(Exact name of registrant as specified in its charter)
 
Pennsylvania
 
333-284191
 
23-2362874
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Ident. No.)
 
250 East Chestnut Street, Mifflinburg, Pennsylvania 17844
(Address of principal executive offices) (Zip Code)
 
(570) 966-1041
Registrant’s telephone number, including area code
 
Mifflinburg Bancorp, Inc.
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
 
Securities registered pursuant to Section 12(b) of the Act:
         
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
None
 
None
 
None
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
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. ☐
 
 

 
 
Explanatory Note
 
On August 1, 2025, Mifflinburg Bancorp, Inc. ("Mifflinburg") completed its previously announced merger with Northumberland Bancorp ("Northumberland") pursuant to an Agreement and Plan of Merger, dated as of September 24, 2024, as amended December 4, 2024 (the "Merger Agreement"), by and between Mifflinburg and Northumberland. Under the terms of the Merger Agreement, (i) Northumberland merged with and into Mifflinburg, with Mifflinburg being the surviving entity, and (ii) Northumberland's wholly-owned banking subsidiary, The Northumberland National Bank ("Norry Bank"), merged with and into Mifflinburg's wholly-owned banking subsidiary, Mifflinburg Bank and Trust Company ("Mifflinburg Bank"), with Mifflinburg Bank being the surviving bank (the "Mergers"). In connection with the Mergers, Mifflinburg changed its name to Steele Bancorp, Inc. (“Steele”) and Mifflinburg Bank changed its name to Central Penn Bank & Trust (“Central Penn”).
 
On August 01, 2025, Steele filed a Current Report on Form 8-K reporting the completion of the Mergers (the “Original Report”). This Amendment No. 1 to the Original Report is being filed with the Securities and Exchange Commission (the “Commission”) solely to amend and supplement Item 9.01 of the Original Report, as described in Item 9.01 below. This Amendment No. 1 makes no other amendments to the Original Report.
 
Item 9.01          Financial Statements and Exhibits
 
 
(a)
Financial Statements of Business Acquired 
 
Pursuant to General Instruction B.3 of Form 8-K, the audited consolidated financial statements of Northumberland as of and for the years ended December 31, 2024 and 2023, including the independent auditor’s report, are filed herewith as Exhibit 99.1 and incorporated by reference into this Item 9.01(a).
 
The unaudited consolidated financial statements Northumberland as of June 30, 2025 and December 31, 2024 and for the six-month periods ended June 30, 2025 and 2024 are filed herewith as Exhibit 99.2 and incorporated by reference into this Item 9.01(a).
 
 
(b)
Pro-Forma Financial Information
 
The unaudited pro forma condensed consolidated combined financial information required by this Item 9.01(b) is filed herewith as Exhibit 99.3 and is incorporated by reference into this Item 9.01(b).
 
 
(d)
Exhibits
 
The following Exhibits are filed with this report on Form 8-K:
 
99.1 Northumberland’s audited consolidated financial statements for the years ended December 31, 2024 and 2023
 
99.2 Northumberland’s unaudited consolidated financial statements for the six-month periods ended June 30, 2025 and 2024
 
99.3 Unaudited Pro forma Condensed Consolidated Combined Financial Information
 
104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
 
 

 
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 hereunto duly authorized.
 
 
STEELE BANCORP, INC.
     
Dated: October 10, 2025
   
     
 
By:
/s/  Thomas C. Graver, Jr.
 
     
Thomas C. Graver, Jr.
     
Senior Executive Vice President and
Chief Financial Officer
 
 

Exhibit 99.1

 

 

 

 

 

NORTHUMBERLAND

BANCORP

 

 

Consolidated Financial Statements

 

December 31, 2024 and 2023

 

 

 

 

 

Northumberland Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

 

TABLE OF CONTENTS

 

TABLE OF CONTENTS

1

INDEPENDENT AUDITORS REPORT

2

CONSOLIDATED BALANCE SHEETS

4

CONSOLIDATED STATEMENTS OF INCOME

5

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

6

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

7

CONSOLIDATED STATEMENTS OF CASH FLOWS

8

1.

Summary of Significant Accounting Policies

9

2.

Investment Securities

17

3.

Loans

20

4.

Allowance for Credit Loss

20

5.

Premises and Equipment

30

6.

Leases

30

7.

Deposits

31

8.

Borrowings and Subordinated Debt

32

9.

Employee Stock Ownership Plan

33

10.

Revenue Recognition

34

11.

Income Taxes

36

12.

Commitments and Contingencies

38

13.

Regulatory Matters

39

14.

Fair Value Measurements

41

15.

Fair Value of Financial Instruments

42

16.

Related Party Transactions

44

17.

Segment information

44

18.

Condensed Parent Company Statements

45

19.

Pendng Sale

47

20.

Subsequent Events

47
 

 

Page 1 | 47

Northumberland Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

INDEPENDENT AUDITORS REPORT

 

 

Crowe LLP 

Independent Member Crowe Global

 

 

INDEPENDENT AUDITOR'S REPORT

 

 

Board of Directors and Stockholders

Northumberland Bancorp

Northumberland, Pennsylvania

 

 

Opinion

 

We have audited the consolidated financial statements of Northumberland Bancorp, which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the related consolidated statements of income, comprehensive income (loss), stockholders’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

 

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Northumberland Bancorp as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Northumberland Bancorp and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Responsibilities of Management for the Financial Statements

 

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Northumberland Bancorp’s ability to continue as a going concern for one year from the date the consolidated financial statements are available to be issued.

 

 


 

(Continued)

 

Page 2 | 47

 

Auditors Responsibilities for the Audit of the Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

 

In performing an audit in accordance with GAAS, we:

 

Exercise professional judgment and maintain professional skepticism throughout the audit.

 

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

 

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Northumberland Bancorp’s internal control. Accordingly, no such opinion is expressed.

 

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

 

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Northumberland Bancorp’s ability to continue as a going concern for a reasonable period of time.

 

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit.

 

 
 

Crowe LLP

 

Washington, D.C.

March 31, 2025

 

Page 3 | 47

 

CONSOLIDATED BALANCE SHEETS

(amounts in thousands except share and per share data)

 

Years ended December 31,

 

2024

   

2023

 

ASSETS

               

Cash and due from banks

  $ 8,924       10,473  

Interest-bearing deposits in other banks

  $ 15,143       8,541  

Total cash and cash equivalents

  $ 24,067       19,014  
                 

Investment securities available-for-sale

  $ 174,777       188,114  

Investment securities held-to-maturity (fair value 2024 - $2,591, 2023 - $3,909)

  $ 2,565       4,008  

Equity Securities

  $ 205       167  

Total investment securities

  $ 177,547       192,289  
                 

Restricted stock, at cost

  $ 2,782       2,926  

Loans held-for-sale

  $ 288       629  
                 

Loans

  $ 433,187       429,782  

Less allowance for credit losses

  $ 3,869       4,023  

Net loans

  $ 429,318       425,759  
                 

Premises and equipment

  $ 7,842       8,445  

Bank-owned life insurance

  $ 14,630       15,110  

Accrued interest and other assets

  $ 9,982       10,559  

Total Assets

  $ 666,456       674,731  
                 

Liabilities and Stockholders' Equity

               

Liabilities

               

Deposits:

               

Noninterest-bearing demand

  $ 137,631       140,423  

Interest-bearing demand

  $ 140,673       164,766  

Savings

  $ 91,524       96,489  

Time deposits

  $ 213,515       191,685  

Total deposits

  $ 583,343       593,363  
                 

Borrowings

  $ 20,000       20,000  

Subordinated Debt, less unamortized issuance costs

  $ 9,870       9,850  

Accrued interest and other liabilities

  $ 2,390       2,403  

Total liabilities

  $ 615,603       625,616  

Commitments and Contingencies

               

Redeemable common stock held by employee stock ownership plan (ESOP), net of unearned ESOP Shares (see Note 9)

  $ 1,453       598  

Stockholders' Equity

               

Common stock, par value $0.10; 5,000,000 shares authorized, 1,502,500 shares issued in 2024 and 2023 and 1,311,858 shares outstanding in 2024 and 2023

  $ 150       150  

Capital surplus

  $ 3,832       3,832  

Retained earnings

  $ 63,499       62,944  

Unearned ESOP shares

  $ (397 )     (1,008 )

Accumulated other comprehensive income (loss)

  $ (13,466 )     (14,038 )

Treasury stock, at cost (190,642 shares in 2024 and 2023)

  $ (2,765 )     (2,765 )
                 

Total Stockholders' Equity

  $ 50,853       49,115  
                 

Less maximum cash obligations related to ESOP Shares, net of unearned ESOP shares (see Note 9)

  $ 1,453       598  
                 

Total Stockholders' Equity Less Maximum Cash Obligations Related to ESOP Shares

  $ 49,400       48,517  
                 

Total Liabilities and Stockholders' Equity

  $ 666,456       674,731  

 

See accompanying notes to consolidated financial statements.

 

Page 4 | 47

 

CONSOLIDATED STATEMENTS OF INCOME

(amounts in thousands except share and per share data)

 

Years ended December 31,

 

2024

   

2023

 

Interest and Dividend Income

               

Interest and fees on loans:

               

Taxable

  $ 22,188       19,382  

Tax-exempt

  $ 548       430  

Interest on interest-bearing deposits in other banks

  $ 1,165       450  

Interest and dividends on investment securities:

               

Taxable

  $ 4,532       4,573  

Tax-exempt

  $ 549       560  

Dividends

  $ 260       233  

Total Interest and Dividend Income

  $ 29,242       25,628  

Interest Expense

               

Deposits

  $ 12,004       8,362  

Borrowings

  $ 896       884  

Subordinated Debt, less unamortized issuance costs

  $ 470       450  

Total Interest Expense

  $ 13,370       9,696  
                 

Net Interest Income

  $ 15,872       15,932  

Provision (Credit) for Credit Losses

  $ 0       (48 )

Net Interest Income After Provision (Credit) for Credit Losses

  $ 15,872       15,980  
                 

Noninterest Income

               

Service charges on deposit accounts

  $ 1,521       1,509  

Trust services income

  $ 1,360       1,151  

Investment securities gains (loss), net

  $ 1       (316 )

Gains on sales of loans

  $ 194       155  

Earnings on bank-owned life insurance

  $ 805       355  

Change in fair value of equity securities

  $ 38       20  

Other income

  $ 866       907  

Total Noninterest Income

  $ 4,785       3,781  
                 

Noninterest Expense

               

Salaries and employee benefits

  $ 11,150       10,230  

Occupancy expenses, net

  $ 872       843  

Equipment expenses

  $ 1,361       1,442  

Professional fees

  $ 1,415       884  

Data processing

  $ 717       881  

Shares tax

  $ 395       448  

Federal deposit insurance expense

  $ 336       314  

Other expense

  $ 2,534       2,649  

Total Noninterest Expense

  $ 18,780       17,691  
                 

Income before income taxes

  $ 1,877       2,070  

Income Taxes

  $ 115       178  

Net Income

  $ 1,762       1,892  
                 

Earnings Per Share

  $ 1.37       1.47  
                 

Weighted-Average Shares Outstanding

  $ 1,284,827       1,287,113  

 

See accompanying notes to consolidated financial statements.

 

Page 5 | 47

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(amounts in thousands)

 

Years ended December 31,

 

2024

   

2023

 
                 

Net Income

  $ 1,762       1,892  
                 

Other Comprehensive Income / (Loss)

               

Change in unrealized holding gains/(losses) on investment securities available-for-sale

  $ 725       5,148  

Tax effect

  $ (152 )     (1,081 )

Reclassification adjustment for investment securities (gains) / losses recognized in net income

  $ (1 )     316  

Tax effect

  $ (0 )     (66 )
                 

Other Comprehensive Income (Loss), Net of Tax

  $ 572       4,317  
                 
                 

Comprehensive Income (Loss)

  $ 2,334       6,209  

 

See accompanying notes to consolidated financial statements.

 

Page 6 | 47

Northumberland Bancorp

 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(amounts in thousands except share and per share data)

 

   

Common

Stock

   

Capital

Surplus

   

Retained

Earnings

   

Accum.

Comp Inc

   

Treasury

Stock

   

Unearned

ESOP

Shares

   

Maximum Cash Obligation

related to ESOP Shares, net of unearned ESOP Shares

   

Total Stockholders' Equity

Less Maximum Cash

Obligation Related to the

ESOP Shares

 

Balance December 31, 2022

    150       3,832       62,875       (18,355 )     (2,765 )     (837 )     (775 )     44,125  

Reclassification related to the adoption of ASU 2016-13

                    (595 )                                     (595 )

Net Income

                    1,892                                       1,892  

Other Comprehensive Income (Loss)

                            4,317                               4,317  

Shares purchased for ESOP (24,307 shares)

                                            (559 )     (559 )     (1,118 )

ESOP shares committed to be released (10,557 shares)

                    (21 )                     388       388       755  

Change related to ESOP Shares

                                                    348       348  

Dividends declared ($0.92 per share)

                    (1,207 )                                     (1,207 )

Balance December 31, 2023

    150       3,832       62,944       (14,038 )     (2,765 )     (1,008 )     (598 )     48,517  

Net Income

                    1,762                                       1,762  

Other Comprehensive Income (Loss)

                            572                               572  

ESOP shares committed to be released (23,930 shares)

                                            611               611  

Change related to ESOP Shares

                                                    (855 )     (855 )

Dividends declared ($0.92 per share)

                    (1,207 )                                     (1,207 )

Balance December 31, 2024

    150       3,832       63,499       (13,466 )     (2,765 )     (397 )     (1,453 )     49,400  

 

See accompanying notes to consolidated financial statements.

 

Page 7 | 47

Northumberland Bancorp

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

 

Years ended December 31,

 

2024

   

2023

 

Cash Flows from Operating Activities

               

Net Income

  $ 1,762       1,892  

Adjustments to reconcile net income to net cash provided by operating activities:

         

Change in fair value of Equity Securities

  $ 38       20  

Provision (credit) for credit losses

  $ 0       (48 )

Share based compensation expense

  $ 611       367  

Depreciation, amortization, and accretion, net

  $ 2,273       2,778  

Proceeds from sales of loans held for sale

  $ 8,673       6,476  

Gains on sales of loans

  $ (194 )     (155 )

Originations of residential loans held for sale

  $ (8,139 )     (6,598 )

Investment securities (losses) gains, net

  $ 1       (316 )

Deferred income tax benefit

  $ 87       99  

Earnings on bank-owned life insurance

  $ (377 )     (355 )

Gain(Loss) on the Sale of OREO

  $ 3       0  

Increase in accrued interest receivable

  $ (3 )     (210 )

Decrease in accrued interest payable

  $ 47       186  

Other, net

  $ 318       298  

Net Cash Provided by Operating Activities

  $ 5,100       4,434  
                 

Cash Flows from Investing Activities

               

Investment securities available-for-sale:

               

Proceeds from sales

  $ 0       12,268  

Proceeds from maturities or redemptions

  $ 25,309       24,705  

Purchases

  $ (13,166 )     (5,715 )

Investment securities held-to-maturity:

               

Proceeds from maturities or redemptions

  $ 2,447       8,000  

Purchases

  $ (1,000 )     (9,792 )

Increase in loans, net

  $ (3,354 )     (8,150 )

Purchases of premises and equipment, net

  $ (107 )     (409 )

Purchases of restricted stock

  $ 0       (1,719 )

Redemptions of restricted stock

  $ 145       1,591  

Proceeds from Bank Owned Life Insurance Death Benefit

    857       0  

Proceeds from sale of other real estate owned

    29       0  

Net Cash Provided by (Used in) Investing Activities

  $ 11,160       20,779  
                 

Cash Flows from Investing Activities

               

Net Increase (Decrease) in deposits

  $ (10,020 )     (28,862 )

Net Increase (Decrease) in borrowings

  $ 20       7,020  

Purchase of common stock - ESOP

  $ 0       (559 )

Cash dividends paid

  $ (1,207 )     (1,207 )

Net Cash Provided by Financing Activities

  $ (11,207 )     (23,608 )
                 

Increase in cash and cash equivalents

  $ 5,053       1,605  
                 

Cash and Cash Equivalents, Beginning of Year

  $ 19,014       17,409  

Cash and Cash Equivalents, End of Period

  $ 24,067       19,014  

 

See accompanying notes to consolidated financial statements.

 

 

Page 8 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

1.

Summary of Significant Accounting Policies


 

 

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

 

Nature of Operations and Basis of Presentation

 

Northumberland Bancorp (the "Company") is a Pennsylvania corporation and is registered under the Bank Holding Company Act. The Company was organized as the holding company of its wholly owned subsidiary, The Northumberland National Bank (the "Bank"). The Bank is a nationally chartered commercial bank located in Northumberland, Pennsylvania. The Bank's service area includes portions of Northumberland, Snyder, and Union counties in Pennsylvania. The Company and the Bank derive substantially all their income from banking and bank-related services, which include interest earnings on commercial, commercial mortgage, residential real estate, and consumer loan financing as well as interest earnings on investment securities and deposit and trust services to their customers. The Company is supervised by the Federal Reserve Board, while the Bank is subject to regulation and supervision by the Office of the Comptroller of the Currency.

 

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, the Bank. Intercompany activity has been eliminated in consolidation.

 

Use of Estimates

 

The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and with general practice within the banking industry. In preparing the financial statements, management makes estimates and assumptions based upon available information. These estimates and assumptions affect the amounts reported in financial statements and the disclosures provided. Actual results could differ significantly from those estimates.

 

Investment Securities

 

Investment securities are classified at the time of purchase, based on management's intention and ability, as securities held-to-maturity or securities available-for-sale. Debt securities acquired with the intent and ability to hold to maturity are stated at cost adjusted for amortization of premium and accretion of discount that are computed using the level yield method and recognized as adjustments of interest income. Certain other debt securities have been classified as available-for- sale to serve principally as a source of liquidity. Equity securities are measured at fair value with changes in fair value recognized in the current period earnings. Unrealized holding gains and losses for available-for-sale securities are reported as a separate component of stockholders' equity, net of tax, until realized. Realized securities gains and losses are computed using the specific identification method. Interest and dividends on investment securities are recognized as income when earned.

 

Allowance for Credit Losses – Held-to-Maturity Securities: Management measures expected credit losses on held-to-maturity debt securities on a collective basis by major security type [and any other risk characteristics used to segment the portfolio]. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts.

 

Allowance for Credit Losses – Available-For-Sale Securities: For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For debt securities available-for-sale that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

 

Page 9 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

Changes in the allowance for credit losses are recorded as credit loss expense (or reversal). Losses are charged against the allowance when management believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

 

Federal Home Loan Bank Stock

 

The Bank is a member of the Federal Home Loan Bank ("FHLB") of Pittsburgh and, as such, is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB, as well as a minimum level of mortgages in the Mortgage Partnership Finance (“MPF”) program. FHLB Stock is carried at cost, classified as restricted securities, and periodically evaluated for impairment based on the ultimate recovery of par value. Both cash and stock dividends are reported as income.

 

Loans Held for Sale and Loans Serviced

 

Loans held for sale are carried at a lower of cost or fair value, as determined on an aggregate basis. Gains and losses on sales of mortgage loans are determined by the difference between the sale proceeds and the carrying value of the loans. All sales are made with limited recourse. Loans held for sale were $288,000 and $629,000 at December 31, 2024 and 2023, respectively. At December 31, 2024 and 2023, the amounts of loans serviced by the Company for the benefit of others were $111,696,000 and $120,856,000, respectively. These loans are not included on the Company’s consolidated balance sheets.

 

Mortgage Servicing Rights ("MSRs")

 

The Company has agreements for the express purpose of selling loans in the secondary market. The Company maintains servicing rights for certain loans. Originated MSRs are recorded by allocating total costs incurred between the loan and servicing rights based on their relative fair values. MSRs are amortized in proportion to the estimated servicing income over the estimated life of the servicing portfolio. Annually, the Company performs an impairment review of the MSRs and recognizes impairment through a valuation account. No impairment was recognized in 2024 or 2023. MSRs are a component of other assets on the consolidated balance sheets. The balance of loan servicing assets was $266,300 and $369,300 at December 31, 2024 and 2023, respectively.

 

Loans

 

Loans originated with the intention to hold to maturity are reported at their principal amount, net of unearned income and the allowance for credit losses. Interest income on all loans is recognized on an accrual basis. Nonrefundable loan fees and certain direct costs are deferred and amortized over the life of the loans using the interest method. The amortization is reflected as an interest yield adjustment, and the deferred portion of the net fees and costs is reflected as part of the loan balance.

 

Accrual of interest is discontinued when, in the opinion of management, reasonable doubt exists as to the collectability of additional interest. Loans are returned to accrual status when past due interest is collected and the collection of principal is probable. Commercial and commercial real estate loans are considered for nonaccrual status when they are 90 days past due, unless the loan is well-secured and in the process of collection. Residential mortgages are considered for nonaccrual when they are 180 days past due, unless they are well secured and in the process of collection. Consumer loans continue to accrue interest until they are charged off after they have reached 120 days past due. Past due status is based upon the contractual terms of the loan. In all cases, loans are placed on non-accrual or charged off at an earlier date if collection of principal or interest is considered doubtful. Nonaccrual loans and loans past due 90 days and still accruing may include smaller balance homogeneous loans that are collectively evaluated for impairment and individually evaluated loans. The fair value of the underlying collateral at the reporting date is used to determine any possible loss.

 

Page 10 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

Allowance for Credit Losses Loans

 

The allowance for credit losses is a valuation account that is deducted from or added to, the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

 

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses.

 

Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, delinquency level, or term as well as for changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. On a quarterly basis the bank’s Loan Quality Committee meets to discuss current and suggested updated credit ratings, general reviews of credit relationships, updates on required relationship monitoring and other of the loan portfolio and its quality. This committee will also review and assess the current fair market value estimate for all loans to be individually analyzed. Within this meeting, current adjustments to the Qualitative Factors and general reasonable forecasting for the future periods will be discussed as well. These decisions will then be incorporated into the quarterly updated calculation for the Current Expected Credit Loss (CECL) model as required in ASU 2016-13 Financial Instruments Credit Losses (Topic 326).

 

The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. The Company has identified the following portfolio segments and measures the allowance for credit losses using the following methods: Loans that are not identified for individual analysis are evaluated based on a pooled approach, using “Call Report Classifications” as the segmentations. The bank uses the “Weighted Average Remaining Life/Maturity” Loss Rate Methodology (or WARM). Under this methodology, the remaining life of loans in the pool is determined based on the contractual terms as adjusted for expected annual prepayment rates. The Remaining Life calculator within the software aims to identify the remaining life of a given pool of loans given that pool’s historical experiences. In other terms, the methodology takes a calculated loss rate and applies that rate to a pool of loans on a periodic basis based on the remaining life expectation of said pool. The software contains an attrition calculator that performs quarterly, cohort-based attrition measurements. Estimated loss rates are determined using a custom “Peer Group” approach. The bank has selected a peer group of similar-sized community banks in its geography or the general central Pennsylvania region to capture this loss data.

 

Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not included in the collective evaluation. When management determines that foreclosure is probable expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for discounted selling costs as appropriate.

 

Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a borrower is experiencing financial difficulties and the resulting extension or renewal options are either included in the original or modified contract at the reporting date or a new loan is executed.

 

Page 11 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures: The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted through credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The estimate of expected credit losses should take into consideration the likelihood that funding will occur as well as the amount expected to be funded over the estimated remaining contractual term of the off-balance-sheet credit exposures. The bank should not record an estimate of expected credit losses for off-balance-sheet exposures that are unconditionally cancellable by the issuer. The bank evaluates expected credit losses for off-balance-sheet credit exposures as of each reporting date. This is addressed within the software and the resulting calculation performed by the bank utilizes benchmark funding rates within the Peer Group or as provided by the software through its analysis of corresponding call report segments. While the process for estimating expected credit losses for these exposures is similar to the one used for on-balance-sheet financial assets, these estimated credit losses are not recorded as part of the ACLs because cash has not yet been disbursed to fund the contractual obligation to extend credit. Instead, the expected credit loss estimate for off-balance sheet credit exposures is recorded as a liability on the balance sheet (separate from any allowance for credit losses associated with recognized financial assets, the ACL) with changes in the estimate reported as credit loss expense (or credit adjustment to the expense) in the statement of net income each reporting period.

 

Premises and Equipment

 

Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the assets, which range from 3 to 20 years for furniture, fixtures, and equipment and 15 to 50 years for buildings and building improvements. Expenditures for maintenance and repairs are charged against income as incurred. Costs of major additions, improvements are capitalized.

 

Other Real Estate Owned (OREO)

 

Other real estate owned acquired in settlement of foreclosed loans is carried as a component of other assets at fair value minus estimated cost to sell. Prior to foreclosure, the estimated collectible value of the collateral is evaluated to determine whether a partial charge-off of the loan balance is necessary. After transfer to real estate owned, any subsequent write-downs are charged against other operating expenses. Direct costs incurred in the foreclosure process and subsequent holding costs incurred on such properties are recorded as expenses of current operations.

 

Bank Owned Life Insurance

 

The Company invests in bank owned life insurance (“BOLI”) as a source of funding for employee benefit expenses. BOLI involves purchasing life insurance on a select group of employees. The Company is the owner and beneficiary of the policies. This life insurance investment is carried at the cash surrender value of the underlying policies. Income from the increase in cash surrender value of the policies or from death benefits realized is included in other income on the consolidated statements of income.

 

Loan Commitments and Related Financial Instruments

 

Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet financing needs of customers. The face amount for these items represents the exposure to loss, before considering customer ability to repay. Such financial instruments are recorded when they are funded.

 

Advertising Expenses

 

Advertising expenses are expensed as costs are incurred. Advertising expenses were $81,000 and $90,000 in 2024 and 2023, respectively.

 

Income Taxes

 

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

 

Page 12 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

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

 

Employee Benefit Plans 401(k) and Employee Stock Ownership Plan

 

401(k)

 

The Company has a defined contribution benefit plan in the form of a 401(k) plan, that covers all eligible employees. During 2019, the Company amended the 401(k) plan to include Roth elective deferral contributions by employees. The amendment also included employer Safe Harbor Matching Contributions by the Company for both traditional 401(k) employee contributions and Roth contributions. The Bank matches 100% of employee contributions up to 3%, and 50% of employee contributions that exceed 3% up to a maximum of 5%.

 

Employee Stock Ownership Plan (“ESOP”)

 

The Company established an ESOP in 2023 to provide additional benefits to employees. The ESOP borrowed money from the Company to purchase shares, which are eligible to be allocated to employees. The Company makes discretionary contributions to the ESOP, as well as paying dividends on unallocated shares to the ESOP, and the ESOP uses funds it receives to repay the loan. When loan payments are made, ESOP shares are allocated to participants based on relative compensation and expense is recorded. Dividends on allocated shares increase participant accounts. Participants receive their allocated shares at the end of employment. A participant may require stock received to be repurchased unless the stock is traded on an established market. See footnote 9 to the consolidated financial statements for additional information.

 

The Company has applied Accounting Standard Codification ASC 480-10-S99-3A(2) that requires equity securities be classified in temporary equity if they are redeemable at the option of the holder or upon the occurrence of an event not solely within the issuer control. Thus, shares of common stock held by an ESOP, whether non-leveraged or leveraged, that are redeemable at the option of the participant must be classified within temporary equity and classified as Redeemable Common Stock Held By Employee Stock Ownership Plan. Changes in the value of the redeemable ESOP shares are recognized in the Maximum Cash Obligation Related to ESOP shares as a component of stockholders’ equity.

 

The Maximum Cash Obligation related to ESOP shares, net of unearned ESOP shares contra stockholders’ equity account, was $1,453,000 as of December 31, 2024, versus, $598,000 as of December 31, 2024 and the Redeemable Common Stock Held By Employee Stock Ownership Plan, temporary equity, was $1,453,000 as of December 31, 2024, versus $598,0000 as of December 31, 2023. The change was effected as of the earliest period presented.

 

Common Stock Held by ESOP: The Company’s maximum cash obligation related to these shares is classified outside stockholders’ equity because the shares are not readily traded and could be put to the Company for cash. This maximum cash obligation is presented net of the unearned ESOP shares.

 

Trust Assets

 

Assets held by the Company in a fiduciary or agency capacity for its customers are not included in the accompanying consolidated financial statements, since such items are not assets of the Company. The fair value of trust assets under administration were $195,179,000 and $185,313,000 as of December 31, 2024 and 2023, respectively.

 

Comprehensive Income (Loss)

 

The Company is required to present comprehensive income (loss) and its components in a full set of general-purpose financial statements for all periods presented. Other comprehensive income (loss) is comprised of net unrealized holding gains or losses on its available-for-sale investment securities, net of tax.

 

Page 13 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

Earnings Per Share

 

The Company currently maintains a simple capital structure; therefore, there are no dilutive effects on earnings per share. As such, earnings per share are calculated using the weighted-average number of shares outstanding for the periods. Shares purchased by the ESOP are excluded from weighted-average shares, but shares allocated to participants in the ESOP are included in weighted-average shares. Treasury stock shares are excluded from weighted-average shares.

 

Loss contingencies

 

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable, and an amount or range of loss can be reasonably estimated. No loss contingency liabilities have been recorded at December 31, 2024 or December 31, 2023.

 

Page 14 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

Cash Flow Information

 

The Company has defined cash and cash equivalents as those amounts included in the consolidated balance sheet captions “cash and due from banks,” and “interest-bearing deposits in other banks,” with original maturities of 90 days or less. The following are supplemental disclosures for the consolidated statements of cash flows (in thousands):

 

Years ended December, 31

 

2024

   

2023

 

Cash paid during the year for:

               

Interest

  $ 12,900       9,683  

Income Taxes

  $ 250       0  

 

Reclassification of Comparative Amounts

 

Certain comparative amounts for the prior year have been reclassified to conform to current-year classifications. Reclassifications had no effect on prior year stockholders' equity or net income.

 

Accounting Standards Update (ASU) Current Expected Credit Losses

 

On January 1, 2024, the Company adopted ASU 2016-13 Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as amended, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities management does not intend to sell or believes that it is more likely than not they will be required to sell.

 

The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost, [net investments in leases] and off-balance-sheet (OBS) credit exposures. Results for reporting periods beginning after January 1, 2024, are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. On January 1, 2024, the Company recorded an increase to its allowance for credit losses in the amount of $502,000 and a liability of $250,000 for off-balance sheet exposures. This resulted in The Company recording a net decrease to retained earnings of $595,000 as of January 1, 2024 for the cumulative effect of adopting ASC 326. The transition adjustment includes a $397,000 impact due to the allowance for credit losses on the banks’ outstanding loan portfolio and a $198,000 impact related to recording a liability for off-balance sheet exposures. Both entries are net of the impact to the deferred tax asset in the amounts of $105,000 and $53,000 respectively.

 

The Company adopted ASC 326 using the prospective transition approach for debt securities for which other-than-temporary impairment had been recognized prior to January 1, 2024. As a result, the amortized cost basis remains the same before and after the effective date of ASC 326. The effective interest rate on these debt securities was not changed. Amounts previously recognized in accumulated other comprehensive income as of January 1, 2024 relating to improvements in cash flows expected to be collected will be accreted into income over the remaining life of the asset. Recoveries of amounts previously written off relating to improvements in cash flows after January 1, 2024 will be recorded in earnings when received.

 

As allowed by ASC 326, the Company elected to maintain pools of loans accounted for under ASC 310-30. In accordance with the standard, management did not reassess whether modifications to individual acquired financial assets accounted for in pools were troubled debt restructurings as of the date of adoption.

 

Page 15 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

The following table illustrates the impact of ASC 326:

 

January 1, 2023

 

As Reported

Under ASC 326

   

Pre-ASC 326

Adoption

   

Impact of ASC

326 Adoption

 

Assets:

                       

Allowance for credit losses on debt securities held-to-maturity

                 

Mortgage-backed: residential

  $ 0       0       0  

Other

  $ 0       0       0  

Loans

                       

Commercial

  $ 1,828       857       971  

Commercial real estate

  $ 1,152       629       523  

Residential real estate

  $ 1,077       1,779       -702  

Consumer

  $ 87       30       57  

Unallocated

  $ 0       346       -346  
                         

Allowance for credit losses on loans

  $ 4,144       3,641       503  
                         

Liabilities:

                       

Allowance for credit losses on OBS credit exposures

  $ 250       0       250  

 

Page 16 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

2.

Investment Securities


 

The amortized cost and fair values of investment securities are as follows (in thousands):

 

December 31, 2024

   

Amortized Cost

   

Gross Unrealized

Gains

   

Gross Unrealized Losses

   

Approximate Fair Value

 

Available-for-sale:

                               
 

Obligations of states and political subdivisions

  $ 74,425       9       (7,251 )     67,183  
 

Mortgage-backed securities in government sponsored entities

  $ 117,398       86       (9,890 )     107,594  

Total

  $ 191,823       95       (17,141 )     174,777  
                                   

December 31, 2023

                                 

Available-for-sale:

                               
 

Obligations of states and political subdivisions

  $ 75,258       0       (7,620 )     67,638  
 

Mortgage-backed securities in government sponsored entities

  $ 130,626       557       (10,707 )     120,476  

Total

  $ 205,884       557       (18,327 )     188,114  

 

December 31, 2024

   

Amortized Cost

   

Gross Unrecognized Gains

   

Gross Unrecognized Losses

   

Approximate Fair Value

 

Held-to-maturity:

                               
 

Obligations of states and political subdivisions

  $ 1,565       0       (54 )     1,511  
 

Corporates/other

  $ 1,000       80       0       1,080  

Total

  $ 2,565       80       (54 )     2,591  
                                   

December 31, 2023

                                 

Held-to-maturity:

                               
 

Obligations of states and political subdivisions

  $ 4,008       0       (81 )     3,927  
 

Corporates/other

    0       0       0       0  

Total

  $ 4,008       0       (81 )     3,927  

 

Page 17 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

The following table summarizes debt securities available-for-sale in an unrealized loss position for which an allowance for credit losses has not been recorded at December 31, 2024 and December 31, 2023, aggregated by major security type and length of time in a continuous unrealized loss position:

 

   

Less than 12 Months

   

12 Months or Longer

   

Total

 

December 31, 2024

 

Fair

Value

   

Unrealized

Losses

   

Fair

Value

   

Unrealized

Losses

   

Fair

Value

   

Unrealized

Losses

 

Available-for-sale:

                                               

Obligations of states and political subdivisions

  $ 499       (1 )     63,682       (7,250 )     64,181       (7,251 )

Mortgage-backed securities in government sponsored entities

  $ 14,514       (80 )     78,852       (9,810 )     93,366       (9,890 )

Total

  $ 15,013       (81 )     142,534       (17,060 )     157,547       (17,141 )
                                                 

Held-to-maturity:

 

Fair

Value

   

Unrecognized

Losses

   

Fair

Value

   

Unrecognized

Losses

   

Fair

Value

   

Unrecognized

Losses

 

Obligations of states and political subdivisions

  $ -       -       1,517       (44 )     1,517       (44 )

Total

  $ -       -       1,517       (44 )     1,517       (44 )
                                                 
   

Less than 12 Months

   

12 Months or Longer

   

Total

 

December 31, 2023

 

Fair

Value

   

Unrealized

Losses

   

Fair

Value

   

Unrealized

Losses

   

Fair

Value

   

Unrealized

Losses

 

Available-for-sale:

                                               

Obligations of states and political subdivisions

  $ 0       0       67,138       (7,620 )     67,138       (7,620 )

Mortgage-backed securities in government sponsored entities

  $ 8,305       (169 )     87,179       (10,538 )     95,484       (10,707 )

Total

  $ 8,305       (169 )     154,317       (18,158 )     162,622       (18,327 )
                                                 

Held-to-maturity:

 

Fair

Value

   

Unrecognized

Losses

   

Fair

Value

   

Unrecognized

Losses

   

Fair

Value

   

Unrecognized

Losses

 

Obligations of states and political subdivisions

  $ 1,958       (1 )     1,958       (80 )     3,916       (81 )

Total

  $ 1,958       (1 )     1,958       (80 )     3,916       (81 )

 

There were 361 and 348 positions that were temporarily impaired at December 31, 2024 and 2023, respectively. The Company must evaluate if a decline in the fair value below amortized cost resulted from credit loss or other factors. The analysis should consider the guidance in ASC 326-30-35-6 and ASC 326-30-55-1 through 55-4 when determining whether a credit loss exists. Unrealized losses on corporate bonds have not been recognized into income because the issuer(s) bonds are of high credit quality, management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates and other market conditions. The issuer(s) continues to make timely principal and interest payments on the bonds. The fair value is expected to recover as the bond(s) approach maturity. As of December 31, 2024, the Company has not recognized any allowance for credit losses on debt securities either designated as available for sale or held to maturity.

 

Page 18 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

The amortized cost and fair value of debt securities at December 31, 2024, by contractual maturity, are shown below. Securities not due at a single maturity date are shown separately. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties (in thousands).

 

December 31, 2024

 

Available-for-Sale

   

Held-to-Maturity

 
   

Amortized Cost

   

Fair Value

   

Amortized Cost

   

Fair Value

 

Due in one year or less

  $ 6,149       6,112       509       502  

Due after one year through five years

  $ 31,986       29,648       1,056       1,009  

Due after five years through ten years

  $ 36,290       31,423       1,000       1,080  

Due after ten years

  $ 0       0       0       0  

Mortgage Backed Securities

  $ 117,398       107,594       0       0  

Total

  $ 191,823       174,777       2,565       2,591  

 

Proceeds from the sales of available-for-sale securities during 2024 amounted to $3,706,000 resulting in gross gains and gross losses of $1 and $0, respectively. Proceeds from the sales of available-for-sale securities during 2023 amounted to $12,268,000, resulting in gross gains and gross losses of $0 and $316,000, respectively. Investment securities with fair values of $83,236,000 and $100,070,000 at December 31, 2024 and 2023, respectively, were pledged to secure public deposits and other purposes as required by law.

 

The Company monitors the credit quality of debt securities held-to-maturity through the use of credit rating. The Company monitors the credit rating on a monthly basis. The following table summarizes the amortized cost of debt securities held-to-maturity at December 31, 2024, aggregated by credit quality indicator.

 

   

Held-to-Maturity

 

As of December 31, 2024

 

Obligations of

states and

political

subdivisions

   

Corporates/other

 

AAA/AA/A

  $ 1,565       0  

BBB/BB/B

  $ 0       0  

Unrated

  $ 0       1,000  

Total

  $ 1,565       1,000  

 

A security is considered to be past due once it is 90+ days contractually past due under the terms of the agreement. As of December 31, 2024, the Company did not have any past-due debt securities that are held-to-maturity.

 

Page 19 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

3.

Loans


 

Major classifications of loans are summarized as follows (in thousands):

 

   

December 31, 2024

   

December 31, 2023

 

Commercial

  $ 87,076       89,570  

Commercial Real Estate

  $ 99,653       97,205  

Residential Real Estate

  $ 240,105       235,847  

Consumer

  $ 6,353       7,160  
    $ 433,187       429,782  

Allowance for credit loss

  $ 3,869       4,023  

Net Loans

  $ 429,318       425,759  

 

The Company grants residential, commercial, and consumer loans to customers throughout its trade area, which is concentrated in North Central Pennsylvania. Although the Company has a diversified loan portfolio at December 31, 2024 and 2023, a substantial portion of its debtors' ability to honor their loan agreements is dependent upon the economic stability of its immediate trade area.

 

 

4.

Allowance for Credit Loss


 

Changes in the allowance for credit losses by portfolio segment are as follows (in thousands):

 

December 31, 2024

 

Commercial

   

Commercial

Real Estate

   

Residential

Real Estate

   

Consumer

   

Unallocated

   

Total

 

Beginning Balance

  $ 1,891       1,015       1,023       94       0       4,023  

Loans charged off

  $ 0       (64 )     (7 )     (108 )     0       (179 )

Recoveries collected

  $ 0       0       7       18       0       25  

Provision (credit)

  $ (294 )     94       114       86       0       0  

Ending Balance

  $ 1,597       1,045       1,137       90       0       3,869  
                                                 

December 31, 2023

 

Commercial

   

Commercial

Real Estate

   

Residential

Real Estate

   

Consumer

   

Unallocated

   

Total

 

Beginning Balance prior to adoption of ASC 326

  $ 857       629       1,779       30       346       3,641  

Impact of adopting ASC 326

  $ 971       523       (702 )     57       (346 )     503  

Loans charged off

  $                 (14 )     (61 )             (75 )

Recoveries collected

  $                 2       1               3  

Provision (credit)

  $ 63       (137 )     (42 )     67               (49 )

Ending Balance

  $ 1,891       1,015       1,023       94       0       4,023  

 

 

The total allowance reflects management's estimate of credit losses inherent in the loan portfolio at the consolidated balance sheet date.

 

Page 20 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

Credit Quality Information

 

The Company's internally assigned loan grades are as follows:

 

Pass loans are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral. There are five sub-grades within the pass category to further distinguish the loan.

 

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

 

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

 

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

 

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

 

Page 21 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

The following tables represent credit exposures for commercial real estate and commercial loans by internally assigned grades for the years ended December 31, 2024 and 2023. The grading analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled or at all. The Company's internal credit risk grading system is based on experiences with similarly graded loans (in thousands).

 

   

Term Loans

                         

As of December 31, 2024

 

Amortized Cost Basis by Origination Year and Risk Grades

                         

Dollars in thousands

 

2024

   

2023

   

2022

   

Prior

   

Revolving Loans Amortized Cost Basis

   

Revolving loans converted to

term Amortized Cost Basis

   

Total

 
                                                         

Commercial

                                                       

Pass

    7,396       6,558       7,731       61,271       0       0       82,956  

Special Mention

    0       0       14       2,452       0       0       2,466  

Substandard

    0       83       1,119       452       0       0       1,654  

Total Commercial Loans

    7,396       6,641       8,864       64,175       0       0       87,076  

Current Period Net write-offs

    0       0       0       0       0       0       0  
                                                         

Commercial Real Estate

                                                       

Pass

    10,870       10,591       31,474       39,254       0       0       92,189  

Special Mention

    0       0       0       4,735       0       0       4,735  

Substandard

    0       12       0       2,717       0       0       2,729  

Total Commercial Real Estate Loans

    10,870       10,603       31,474       46,706       0       0       99,653  

Current Period Net write-offs

    0       0       0       64       0       0       64  

 

Page 22 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

   

Term Loans

                         

As of December 31, 2024

 

Amortized Cost Basis by Origination Year and Risk Grades

                         

Dollars in thousands

 

2024

   

2023

   

2022

   

Prior

   

Revolving Loans Amortized Cost Basis

   

Revolving loans converted to

term Amortized Cost Basis

   

Total

 
                                                         

Residential Real Estate

                                                       

Performing

    37,205       28,179       48,867       123,385       0       0       237,636  

Nonperforming

    26       199       66       2,178       0       0       2,469  

Total Residential Loans

    37,321       28,378       48,933       125,563       0       0       240,105  

Current Period Net write-offs

    0       0       0       0       0       0       0  
                                                         

Consumer

                                                       

Performing

    2,303       1,905       1,173       898       0       0       6,279  

Nonperforming

    2       11       36       25       0       0       74  

Total Consumer Loans

    2,305       1,916       1,209       923       0       0       6,353  

Current Period Net write-offs

    0       52       35       3       0       0       90  
                                                         
                                                         

Portfolio Total

    57,802       47,538       90,480       237,367       0       0       433,187  

Current Period Net write-offs

    0       52       35       67       0       0       154  

 

Page 23 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

   

Term Loans

                         

As of December 31, 2023

 

Amortized Cost Basis by Origination Year and Risk Grades

                         

Dollars in thousands

 

2023

   

2022

   

2021

   

Prior

   

Revolving Loans Amortized Cost Basis

   

Revolving loans converted to

term Amortized

Cost Basis

   

Total

 
                                                         

Commercial

                                                       

Pass

    8,275       8,769       29,133       41,805       0       0       87,982  

Special Mention

    0       15       0       0       0       0       15  

Substandard

    97       1,132       0       344       0       0       1,573  

Total Commercial Loans

    8,372       9,916       29,133       42,149       0       0       89,570  

Current Period Net write-offs

    0       0       0       0       0       0       0  
                                                         

Commercial Real Estate

                                                       

Pass

    9,685       33,368       21,403       29,815       0       0       94,271  

Special Mention

    18       0       0       0       0       0       18  

Substandard

    0       0       0       2,916       0       0       2,916  

Total Commercial Real Estate Loans

    9,703       33,368       21,403       32,731       0       0       97,205  

Current Period Net write-offs

    0       0       0       0       0       0       0  

 

Page 24 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

   

Term Loans

                         

As of December 31, 2023

 

Amortized Cost Basis by Origination Year and Risk Grades

                         

Dollars in thousands

 

2023

   

2022

   

2021

   

Prior

   

Revolving Loans Amortized Cost Basis

   

Revolving loans converted to

term Amortized

Cost Basis

   

Total

 
                                                         

Residential Real Estate

                                                       

Performing

    38,180       55,268       39,144       102,266       0       0       234,858  

Nonperforming

    0       0       0       989       0       0       989  

Total Residential Loans

    38,180       55,268       39,144       103,255       0       0       235,847  

Current Period Net write-offs

    0       0       0       12       0       0       12  
                                                         

Consumer

                                                       

Performing

    3,422       2,186       601       880       0       0       7,089  

Nonperforming

    0       47       19       5       0       0       71  

Total Consumer Loans

    3,422       2,233       620       885       0       0       7,160  

Current Period Net write-offs

    11       19       29       1       0       0       60  
                                                         
                                                         

Portfolio Total

    59,677       100,785       90,300       179,020       0       0       429,782  

Current Period Net write-offs

    11       19       29       13       0       0       72  

 

Page 25 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

The Company evaluates credit quality for residential real estate and consumer loans based upon the aging status of the loan, which is presented below, and by payment activity. The following tables present performing and nonperforming residential real estate and consumer loans based on payment activity for the years ended December 31, 2024 and 2023 (in thousands):

 

December 31, 2024

 

First

Mortgages

   

Home Equity

Loans

   

Consumer

   

Total

 

Performing

  $ 210,307       27,329       6,279       243,914  

Nonperforming (Nonaccrual loans)

  $ 2,311       158       74       2,544  

Total

  $ 212,618       27,487       6,353       246,458  
                                 

December 31, 2023

 

First

Mortgages

   

Home Equity

Loans

   

Consumer

   

Total

 

Performing

  $ 212,380       22,478       7,089       241,947  

Nonperforming (Nonaccrual loans)

  $ 955       34       71       1,060  

Total

  $ 213,335       22,512       7,160       243,007  

 

Page 26 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

Following are tables which include an aging analysis of the recorded investment of past-due loans as of December 31, 2024 and 2023 (in thousands):

 

December 31, 2024

 

Loans Past Due (Days)

 
   

30 - 59

   

60 - 89

   

90 +

   

Total

   

Current

   

Total Loans

 

Commercial:

                                               

Obligations of state and political subdivisions

  $ 0       0       0       0       12,044       12,044  

Other commercial loans

  $ 220       0       1,383       1,603       73,429       75,032  
    $ 220       0       1,383       1,602       85,474       87,076  

Commercial Real Estate:

                                               

Loans for investment property

  $ 0       0       0       0       7,036       7,036  

Other commercial real estate loans

  $ 0       10       12       22       92,595       92,617  
    $ 0       10       12       22       99,631       99,653  

Residential Mortgage Loans:

                                               

First Mortgage

  $ 1,500       704       1,494       3,698       208,920       212,618  

Home equity loans

  $ 317       0       72       389       27,098       27,487  
    $ 1,817       704       1,566       4,087       236,018       240,105  
                                                 

Consumer:

  $ 92       10       36       138       6,215       6,353  
                                                 

Ending Balance

  $ 2,129       724       2,996       5,849       427,338       433,187  
                                                 

December 31, 2023

 

Loans Past Due (Days)

 
   

30 - 59

   

60 - 89

   

90 +

   

Total

   

Current

   

Total Loans

 

Commercial:

                                               

Obligations of state and political subdivisions

  $ 0       0       0       0       13,778       13,778  

Other commercial loans

  $ 3       5       1,418       1,426       74,366       75,792  
    $ 3       5       1,418       1,426       88,144       89,570  

Commercial Real Estate:

                                               

Loans for investment property

  $ 0       0       0       0       7,370       7,370  

Other commercial real estate loans

  $ 125       18       0       143       89,692       89,835  
    $ 125       18       0       143       97,062       97,205  

Residential Mortgage Loans:

                                               

First Mortgage

  $ 1,558       251       1,847       3,656       209,679       213,335  

Home equity loans

  $ 186       21       83       290       22,222       22,512  
    $ 1,744       272       1,930       3,946       231,901       235,847  
                                                 

Consumer:

  $ 109       31       71       211       6,949       7,160  
                                                 

Ending Balance

  $ 1,981       326       3,419       5,726       424,056       429,782  

 

Impaired Loans

 

Management evaluates commercial loans and commercial real estate loans which are 90 days or more past due and considers them to be impaired. Loans rated substandard or doubtful are also evaluated for impairment. These loans are analyzed to determine whether it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. If management determines that the value of the impaired loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees, or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance.

 

Page 27 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

Nonaccrual Loans

 

Loans are considered for nonaccrual status when they are 90 days past due. When a loan is placed on nonaccrual status, previously accrued but unpaid interest is deducted from interest income.

 

The following tables present loans that are on nonaccrual status and that are 90 days past due and still accruing interest by portfolio segment as of December 31 (in thousands):

 

December 31. 2024

 

Nonaccrual With

No Allowance for

Credit Loss

   

Nonaccrual With an

Allowance

   

Past Due 90 Days or

More and Still Accruing

 

Commercial Loans:

 

                       

Obligations of states and political subdivisions

  $ 0     $ 0       0  

Other commercial loans

  $ 1,091     $ 30       262  

Commercial Reat Estate:

                       

Loans for investment properties

  $ 0     $ 0       0  

Other commercial real estate loans

  $ 0     $ 12       0  

Residential Mortgage Loans:

                       

First Mortgages

  $ 214     $ 148       1,132  

Home equity loans

  $ 0     $ 0       72  

Consumer Loans

  $ 0     $ 36       0  

Net Loans

  $ 1,305     $ 226       1,466  
                         
                         
                         
                         
                         
                         
                         

December 31, 2023

 

Nonaccrual With

No Allowance or

Credit Loss

   

Nonaccrual With an

Allowance

   

Past Due 90 Days or

More and Still Accruing

 

Commercial Loans:

                       

Obligations of states and political subdivisions

    0     $ 0       0  

Other commercial loans

    1,094     $ 324       0  

Commercial Reat Estate:

                       

Loans for investment properties

    0     $ 0       0  

Other commercial real estate loans

    0     $ 0       0  

Residential Mortgage Loans:

                       

First Mortgages

    135     $ 820       892  

Home equity loans

    0     $ 34       49  

Consumer Loans

    0     $ 71       0  

Net Loans

    1,229     $ 1,249       941  

 

Page 28 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

The following table presents the amortized cost basis of collateral-dependent loans by class as of December 31, 2024 and 2023:

 

December 31, 2024

 

Real

Estate

Collateral

   

Other

Collateral

 

Commercial Loans:

               

Obligations of states and political subdivisions

  $ 0       0  

Other commercial loans

  $ 1,091       0  

Commercial Reat Estate:

               

Loans for investment properties

  $ 0       0  

Other commercial real estate loans

  $ 0       0  

Residential Mortgage Loans:

               

First Mortgages

  $ 1,624       0  

Home equity loans

  $ 0       0  

Consumer Loans

  $ 0       0  

Net Loans

  $ 2,715       0  

 

 

December 31, 2023

 

Real

Estate

Collateral

   

Other

Collateral

 

Commercial Loans:

               

Obligations of states and political subdivisions

  $ 0       0  

Other commercial loans

  $ 1,094       345  

Commercial Reat Estate:

               

Loans for investment properties

  $ 0       0  

Other commercial real estate loans

  $ 2,916       0  

Residential Mortgage Loans:

               

First Mortgages

  $ 834       0  

Home equity loans

  $ 0       0  

Consumer Loans

  $ 0       0  

Net Loans

  $ 4,844       345  

 

Interest income on nonaccrual loans not recognized during 2024 and 2023 was $76,500 and $63,400, respectively.

 

Occasionally, the Company modifies loans to borrowers in financial distress by providing; principal forgiveness, term extension, an other-than-insignificant payment delay or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses.

 

In some cases, the Company provides multiple types of concessions on one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted.

 

There were no modifications in 2024 for borrowers experiencing financial difficulty.

 

Page 29 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

5.

Premises and Equipment


 

Major classifications of premises and equipment are summarized as follows (in thousands):

 

Years ended December 31,

 

2024

   

2023

 

Land and improvements

  $ 1,969       1,969  

Buildings and improvements

  $ 10,156       10,321  

Furniture, fixtures and equipment

  $ 5,384       5,477  
    $ 17,509       17,767  

Less accumulated depreciation

  $ 9,667       9,322  

Total

  $ 7,842       8,445  

 

Depreciation expense for the years ended December 31, 2024 and 2023 was $665,700 and $655,000, respectively.

 

6.

Leases


 

In the normal course of business, the Company leases a property for one of its branch locations. This lease has a remaining term of eight years with no renewal options remaining. This lease was classified as an operating lease as of the commencement date. Lease expense for operating leases is recognized on a straight line basis over the lease term. Right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

 

The Company uses its incremental borrowing rate at lease commencement to calculate the present value of lease payments when the rate implicit in a lease is not known. The Company’s incremental borrowing rate is based on the FHLB amortizing advance rate, adjusted for the lease term and other factors. The incremental borrowing rate used at lease commencement was 3.00%.

 

Right-of-use assets and lease liabilities by lease type and associated balance sheet captions are as follows (in thousands):

 

Years ended December 31,

Balance Sheet Classification

 

2024

   

2023

 

Right-of-use asset: Operating Lease

Buildings and Improvements

  $ 175       244  

Lease Liability: Operating Lease

Other Liabilities

  $ 175       244  

 

Future undiscounted lease payments as of December 31, 2024 are as follows (in thousands):

 

Year ended December 31,

         
 

2025

  $ 74  
 

2026

  $ 74  
 

2027

  $ 74  
 

2028

  $ 74  
 

2029

  $ 74  
 

Thereafter

  $ 159  
           

Total undiscounted lease payments

  $ 529  

Less imputed interest

  $ (354 )

Net lease Liability

  $ 175  

 

Page 30 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

7.

Deposits


 

The components of deposits at December 31, 2024 and 2023 are as follows (in thousands):

 

Years ended December 31,

 

2024

   

2023

 

Demand, non-interest bearing

  $ 137,631       140,423  

Demand, interest-bearing

  $ 63,084       67,910  

Savings

  $ 91,524       96,489  

Money Market Accounts

  $ 77,589       96,856  

Time, $250 and over

  $ 53,952       49,164  

Time, other

  $ 159,563       142,521  

Total

  $ 583,343       593,363  

 

Brokered deposits in the amount of $0 and $9.9 million, are included in the above totals as of December 31, 2024, and December 31, 2023, respectively.

 

Time deposits and their remaining maturities at December 31, 2024 are as follows (in thousands):

 

Year ended December 31,

       

2025

  $ 199,893  

2026

  $ 8,136  

2027

  $ 2,738  

2028

  $ 1,158  

2029

  $ 1,590  

Thereafter

  $ 0  
    $ 213,515  

 

Page 31 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

8.

Borrowings and Subordinated Debt


 

Borrowings

 

Borrowings at December 31, 2024 and 2023 consisted of the following advances from the Federal Home Loan Bank (dollars in thousands):

 

Maturity Date

 

Interest

Rate

   

2024

   

2023

 

March 15, 2027

    4.333 %   $ 20,000       20,000  

Total

          $ 20,000       20,000  

 

Each advance is payable at its maturity date, with a prepayment penalty for fixed rate advances. The advances were collateralized by $371,660,000 and $313,503,000 of mortgage and non-mortgage loans under a blanket lien arrangement at December 31, 2024 and December 31, 2023, respectively. Based on this collateral, and the Company’s holding of FHLB stock, the Company is eligible to borrow up to $262,496,000 at December 31, 2024. Additionally, the Company had unused unsecured lines of credit with correspondent banks which provided another $8,000,000 of available credit at December 31, 2024.

 

Subordinated Debt

 

In June 2022, the Company issued $10 million of subordinated debt. The subordinated debt has a term of 10 years, maturing in June 2031, and a contractual fixed interest rate of 4.50% through June 30, 2026. The effective rate is 4.70%, which includes the amortization of issuance costs. Subsequent to June 30, 2026, the interest rate will be floating, based on the 90-day average Secured Overnight Financing Rate (“SOFR”) plus 382 basis points. Interest is paid semi-annually in June and December.

 

The Company may redeem or prepay any or all of the subordinated debt, in whole or in part, without premium or penalty, at any time on or after June 30, 2026, and prior to the maturity date at a price of 100% of the principal amount, plus interest accrued and unpaid to the date of redemption or prepayment.

 

Page 32 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

9.

Employee Stock Ownership Plan


 

The Company established an Employee Stock Ownership Plan in 2021 to provide additional benefits to employees. In 2021 the ESOP borrowed money from the Company to purchase 24,307 shares of stock at $38.00 per share. In 2022 the ESOP borrowed money from the Company to purchase 24,307 shares of stock at $37.00 per share. In 2023 the ESOP borrowed money from the Company to purchase 24,307 shares of stock at $23.00 per share. The Company did not purchase shares of stock in 2024. The Company makes discretionary contributions to the ESOP, as well as paying dividends on unallocated shares to the ESOP, and the ESOP uses funds it receives to repay the loan. When loan payments are made, ESOP shares are allocated to participants based on relative compensation and expense is recorded. In 2024, the total expense was 7.7% of qualifying compensation, or approximately $575,000. Dividends on allocated shares increase participant accounts.

 

Participants receive their allocated shares at the end of employment. A participant may require stock received to be repurchased unless the stock is traded on an established market.

 

Shares held by the ESOP were as follows:

 

December 31,

2024

   

December 31,

2023

 
                 

Allocated to participants

  $ 59,126       35,196  

Unallocated

  $ 13,795       37,725  

Total ESOP shares

  $ 72,921       72,921  

 

Fair value of unearned shares at December 31, 2024 $350,117

 

Since the Company’s common stock is not traded on an established securities market, the ESOP includes a put option for shares of the Company’s common stock. Under the company’s administration of the ESOP’s put option, in the event a terminated plan participant desires to sell his or her shares of the Company stock, or for certain employees who elect to diversify their account balances, the Company may be required to purchase the shares from the participant at fair value. To the extent that shares of common stock held by the ESOP are not readily traded, a sponsor must reflect the maximum cash obligation related to those securities outside of stockholder’s equity.

 

Maximum cash obligation related to ESOP shares, net of unearned ESOP shares

 

December 31,

2024

   

December 31,

2023

 
                 

Shares held by ESOP

    72,921       72,921  

Fair Value per share

  $ 25.38       22.03  

Maximum cash obligation

  $ 1,850,735       1,606,450  

Less: Unearned ESOP shares

    (397,715 )     (1,008,000 )

Maximum cash obligation, net of unearned ESOP Shares

  $ 1,453,020       598,450  

 

Page 33 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

10.

 Revenue Recognition


 

All the revenue from contracts with customers, within the scope of ASC 606 is recognized in Non Interest Income. The following table presents the Company’s sources of Non-Interest Income for the years ended December 31, 2024 and 2023, respectively. Items outside the scope of ASC 606 are noted as such.

 

Years ended December 31,

 

2024

   

2023

 

Non-Interest Income

               

Service Charges on Deposit Accounts

  $ 489       457  

Trust Services - Asset Management

  $ 1,308       1,111  

Trust Services - Estate Settlement

  $ 52       40  

Debit Card Income

  $ 971       991  

Insurance and Investment Management Fees

  $ 242       241  

ATM Service Charge Income

  $ 62       61  

Loan Servicing income*

  $ 501       571  

Gains on Sales of Loans*

  $ 194       155  

Earnings on Bank-Owned Life Insurance*

  $ 805       355  

Investment Security Gains (Losses)*

  $ 38       (316 )

Other

  $ 123       115  

Total

  $ 4,785       3,781  

 

“*” Not within the scope of ASC 606

 

Sources of revenue for the Company which fall within the scope of ASC 606 are described as follows:

 

 

Service Charges on Deposit Accounts – The Bank earns fees from its deposit customers for various services, including transaction-based services and periodic account maintenance. Transaction based services include, but are not limited to stop payment fees, overdraft fees, check cashing fees, wire transfer fees, and early withdrawal penalties. Maintenance fees include account maintenance fees, minimum balance fees, and monthly service charge. Transaction based fees are only recognized when the transaction is complete, and maintenance fees are recognized when the period of the obligation is complete.

 

 

Trust Services

 

 

o

Asset Management - The Trust department receives fees for providing trust related services including Investment Management, Security Custody, and Other Trust Services. These fees are based upon the value of assets under management and are assessed using a tiered rate schedule. Fees are recognized on a monthly basis when the service obligation is complete. These fees are recognized in trust services income on the Consolidated Statement of Income.

 

 

o

Estate Settlement – The trust department provides estate settlement services. These fees are based on the estimated fair value of the estate according to a tiered rate schedule. Each estate is unique in the nature, size, and complexity, and may include many tasks or milestones to complete. Fees are recognized in proportion to the number of milestones completed which is a judgement made by the trust management team. These fees are included in trust services income on the Consolidated Statements of Income.

 

 

Debit Card Income – The Bank provides electronic funds transfer processing services for the debit cards it offers to its customers. The Bank earns interchange fees from each cardholder transaction conducted through various networks. The fees are transaction based and are earned when the transaction is complete. These fees are recognized in other income on the Consolidated Statements of Income.

 

Page 34 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

 

Insurance and Investment Service Fees – The Company sells investments and insurance through its Trust and Wealth Management division. Commissions from the sale of these products are recognized upon the completion of the transaction. These fees are recognized in other income on the Consolidated Statements of Income.

 

 

ATM Service Charges – ATM service charges are earned when non customers use Bank ATMs. These fees are recognized when the transaction is complete. These fees are recognized in other income on The Consolidated Statements of Income.

 

 

Gains/Losses on the Sale of Other Real Estate – these assets are de-recognized when control of the property transfers to the buyer. These gains/losses are included in other income on the Consolidated Statements of Income.

 

Page 35 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

11.

 Income Taxes


 

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

 

Years ended December 31,

 

2024

   

2023

 
                 

Current Expense

  $ 28       79  

Deferred (benefit)

  $ 87       99  

Total

  $ 115       178  

 

The tax effects of deductible and taxable temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities, respectively, at December 31 are as follows (in thousands):

 

Years ended December 31,

 

2024

   

2023

 

Deferred tax assets:

               

Allowance for credit losses

  $ 865       897  

Nonaccrual loan interest

  $ 27       15  

Lease liability

  $ 37       51  

Unrealized loss on investment securities

  $ 3,582       3,732  

Other

  $ 86       251  

Total gross deferred tax assets

  $ 4,597       4,946  
                 

Deferred tax liabilities:

               

Premises and equipment

  $ 189       247  

Investment accretion

  $ 57       38  

Loan origination fees and costs

  $ 50       93  

Mortgage servicing rights

  $ 56       78  

Right of use asset

  $ 37       51  

Other

  $ 10       5  

Total gross deferred tax liabilities

  $ 399       512  

Net Deferred Tax Asset/(Liability)

  $ 4,198       4,434  

 

No valuation allowance was established at December 31, 2024 and 2023, in view of the Company’s ability to carryback to taxes paid in previous years and certain tax strategies, coupled with the anticipated future taxable income as evidenced by the Company’s earnings potential. Net deferred tax assets are included in Accrued Interest and Other Assets on the consolidated balance sheets.

 

Page 36 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

The following is a reconciliation of the federal statutory rate and the Company’s effective income tax rate for the years ended December 31 (dollars in thousands):

 

   

2024

           

2023

         
   

Amount

   

Percent of

Pretax

Income

   

Amount

   

Percent of

Pretax

Income

 

Provision at statutory rate

  $ 394       21.0 %   $ 435       21.0 %

Effect of tax-exempt income

  $ (230 )     -12.3 %   $ (211 )     -10.2 %

Nondeductible interest expense

  $ 47       2.5 %   $ 33       1.6 %

Bank Owned Life Insurance

  $ (169 )     -9.0 %   $ (75 )     -3.6 %

Other

  $ 73       3.9 %   $ (4 )     -0.2 %

Actual Tax Expense and Effective Rate

  $ 115       6.1 %   $ 178       8.6 %

 

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met.

 

There is currently no liability for uncertain tax positions and no known unrecognized tax benefits. The Company recognizes, when applicable, interest and penalties related to unrecognized tax benefits in the provision for income taxes in the consolidated statements of income. With few exceptions, the Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2021.

 

Page 37 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

12.

 Commitments and Contingencies


 

In the normal course of business, the Company makes various commitments that are not reflected in the accompanying consolidated financial statements. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Company's exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed. Losses, if any, are charged to the allowance for credit losses. The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval, review procedures, and collateral requirements as deemed necessary.

 

The off-balance sheet commitments consisted of the following (in thousands):

 

Years ended December 31,

 

2024

   

2023

 
                 

Commitments to extend credit

  $ 80,413       86,245  

Standby letters of credit

  $ 2,613       4,145  

Total

  $ 83,026       90,390  

 

Commitments to extend credit are agreements to lend to a customer if there is no violation of any condition established in the loan agreement. These commitments are composed primarily of available commercial lines of credit and mortgage loan commitments. The Company uses the same credit policies in making loan commitments and conditional obligations as it does for on-balance sheet instruments. The Company evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, as deemed necessary, is based upon management credit evaluation in compliance with the Company's lending policy guidelines. Customers use credit commitments to ensure funds will be available for working capital purposes, for capital expenditures, and to ensure access to funds at specified terms and conditions.

 

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

 

Page 38 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

13.

 Regulatory Matters


 

Cash and Due from Banks

 

The Bank is required to maintain average cash reserve balances in vault cash or with the Federal Reserve Bank. There are no required reserves at December 31, 2024 or December 31, 2023.

 

Loans

 

Federal law prevents the Company from borrowing from the Bank unless the loans are secured by specific collateral. Further, such secured loans are limited in amount to 10 percent of the Bank's common stock and capital surplus.

 

Dividends

 

The Company is subject to a dividend restriction that generally limits the amount of dividends that can be paid by a national bank. Prior approval of the Office of the Comptroller of the Currency ("OCC") is required if the total of all dividends declared by a national bank in any calendar year exceeds net profits, as defined for the year, combined with its retained net profits for the two preceding calendar years less any required transfers to surplus. Using this formula, the amount available for payment of dividends by the Bank in 2024, without approval of the OCC, is approximately $2,199,000 plus 2024 net profits retained up to the date of the dividend declaration.

 

Capital Requirements

 

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

 

Information presented for December 31, 2024 and 2023, reflects the Basel III capital requirements. Under these capital requirements and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk-weightings and other factors.

 

Page 39 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

The risk-based capital rules adopted effective January 1, 2015 require that banks and holding companies maintain a “capital conservation buffer” of 250 basis points in excess of the “minimum capital ratio.” The minimum capital ratio is equal to the prompt corrective action adequately capitalized threshold ratio. The capital conservation buffer is 2.5% for 2019 and thereafter. Failure to maintain the required capital conservation buffer will result in limitations on capital distributions and on discretionary bonuses to executive officers.

 

Effective January 1, 2024, the capital levels required for the Bank to avoid these limitations were as follows:

 

 

Common Equity Tier 1 capital ratio of 7.00%

 

Tier 1 risk based capital ratio of 8.50%

 

Total risk based capital ratio of 10.50%

 

As of December 31, 2024, the Bank had a conservation buffer greater than 2.5%.

 

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

 

As of December 31, 2024 and 2023, the OCC categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action. To be classified as a well-capitalized financial institution, Common equity Tier 1, Total risk-based, Tier I risk-based, and Tier I leverage capital ratios must be at least 6.5 percent, 10.0 percent, 8.0 percent, and 5.0 percent, respectively.

 

The following table presents the Bank’s Capital Ratios as of the dates indicated (dollars in thousands).

 

   

Actual

   

To be Adequately Capitalized

under Prompt Corrective Action

Provisions

   

To be Well Capitalized under

Prompt Corrective Action

Provisions

 

December 31, 2024

 

Amount

   

Ratio

   

Amount

 

Ratio

   

Amount

 

Ratio

 

Common equity Tier 1 (total risk-weighted assets)

  $ 66,791       15.90 %   $ > 18,900 > 4.50 %   $ > 27,300 > 6.50 %

Total capital (to risk-weighted assets)

  $ 70,910       16.88 %   $ > 33,600 > 8.00 %   $ > 42,000 > 10.00 %

Tier 1 capital (to risk-weighted assets)

  $ 66,791       15.90 %   $ > 25,200 > 6.00 %   $ > 33,600 > 8.00 %

Tier 1 capital (to average assets)

  $ 66,791       9.69 %   $ > 27,569 > 4.00 %   $ > 34,462 > 5.00 %
                                             

December 31, 2023

 

Amount

   

Ratio

   

Amount

 

Ratio

   

Amount

 

Ratio

 

Common equity Tier 1 (total risk-weighted assets)

  $ 65,750       15.71 %   $ > 18,835 > 4.50 %   $ > 27,205 > 6.50 %

Total capital (to risk-weighted assets)

  $ 70,023       16.73 %   $ > 33,484 > 8.00 %   $ > 41,855 > 10.00 %

Tier 1 capital (to risk-weighted assets)

  $ 65,750       15.71 %   $ > 25,113 > 6.00 %   $ > 33,484 > 8.00 %

Tier 1 capital (to average assets)

  $ 65,750       9.72 %   $ > 27,070 > 4.00 %   $ > 33,838 > 5.00 %

 

Page 40 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

14.

 Fair Value Measurements


 

The following disclosures show the hierarchal disclosure framework associated with the level of pricing observations utilized in measuring assets and liabilities at fair value. The three broad levels of pricing observations are as follows:

 

Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

 

Level 2: Pricing inputs are other than the quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities includes items for which quoted prices are available but traded less frequently and items that are fair-valued using other financial instruments, the parameters of which can be directly observed.

 

Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

This hierarchy requires the use of observable market data when available.

 

Balance December 31, 2024

 

Level 1

   

Level 2

   

Level 3

   

TOTAL

 

Assets measured on a recurring basis:

                               

Investment securities available-for-sale

  $ 0     $ 0     $ 0     $ 0  

Obligations of states and political subdivisions

  $ 0     $ 67,183     $ 0     $ 67,183  

Mortgage-backed securities in government-sponsored entities

  $ 0     $ 107,594     $ 0     $ 107,594  

Equity securities in financial institutions

  $ 205     $ 0     $ 0     $ 205  

Total

  $ 205     $ 174,777     $ 0     $ 174,982  
                                 

Balance December 31, 2023

                               

Assets measured on a recurring basis:

                               

Investment securities available-for-sale

  $ 0     $ 0     $ 0     $ 0  

Obligations of states and political subdivisions

  $ 0     $ 67,638     $ 0     $ 67,638  

Mortgage-backed securities in government-sponsored entities

  $ 0     $ 120,476     $ 0     $ 120,476  

Equity securities in financial institutions

  $ 167     $ 0     $ 0     $ 167  

Total

  $ 167     $ 188,114     $ 0     $ 188,281  

 

Page 41 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

15.

 Fair Value of Financial Instruments


 

The fair values at December 31 of the Company’s financial instruments are as follows (in thousands):

 

Balance December 31, 2024

 

Carrying

Value

   

Fair

Value

   

Level 1

   

Level 2

   

Level 3

 

Financial Assets:

                                       

Cash and cash equivalents

  $ 24,067     $ 24,067     $ 24,067                  

Investment securities:

                                       

Available-for-sale

  $ 174,777     $ 174,777             $ 174,777          

Held-to-maturity

  $ 2,565     $ 2,591             $ 2,591          

Equity securities

  $ 205     $ 205     $ 205                  

Loans held for sale

  $ 288     $ 288     $ 288                  

Net loans

  $ 429,318     $ 415,998                     $ 415,998  

Restricted stock

  $ 2,782     $ N/A     $ N/A     $ N/A          

Mortgage servicing rights

  $ 266     $ 1,138             $ 1,138          

Accrued interest receivable

  $ 2,320     $ 2,320             $ 2,320          

Financial Liabilities:

                                       

Deposits

  $ 583,343     $ 581,919             $ 581,919          

Borrowings

  $ 20,000     $ 20,000             $ 20,000          

Accrued interest payable

  $ 456     $ 456             $ 456          
                                         

Balance December 31, 2023

 

Carrying Value

   

Fair Value

   

Level 1

   

Level 2

   

Level 3

 

Financial Assets:

                                       

Cash and cash equivalents

  $ 19,014     $ 19,014     $ 19,014                  

Investment securities:

                                       

Available-for-sale

  $ 188,144     $ 188,114             $ 188,114          

Held-to-maturity

  $ 4,008     $ 4,008             $ 4,008          

Equity securities

  $ 167     $ 167     $ 167                  

Loans held for sale

  $ 629     $ 629     $ 629                  

Net loans

  $ 425,759     $ 404,457                     $ 404,457  

Restricted stock

  $ 2,926     $ N/A     $ N/A     $ N/A          

Mortgage servicing rights

  $ 369     $ 1,288             $ 1,288          

Accrued interest receivable

  $ 2,317     $ 2,317             $ 2,317          

Financial Liabilities:

                                       

Deposits

  $ 593,362     $ 543,754             $ 543,754          

Borrowings

  $ 20,000     $ 20,000             $ 20,000          

Accrued interest payable

  $ 366     $ 366             $ 366          

 

Financial instruments are defined as cash, evidence of ownership interest in an entity, or a contract that creates an obligation or right to receive or deliver cash or another financial instrument from/to a second entity on potentially favorable or unfavorable terms.

 

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

 

Page 42 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

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

 

In accordance with Accounting Standards Update (ASU) 2016-01, Recognition and Measurement of Financial Assets and Liabilities, the Company has considered the exit price notion when measuring the fair value of financial instruments.

 

The Company employed simulation modeling in determining the estimated fair value of financial instruments for which quoted market prices were not available based upon the following assumptions:

 

Investment Securities

 

The fair market value of investment securities is equal to the available quoted market price. If no quoted market price is available, fair value is estimated using the quoted market price for similar securities. Fair values for certain corporate bonds were determined utilizing discounted cash flow models, due to the absence of a current market to provide reliable market quotes for the instruments.

 

Mortgage Servicing Rights

 

The fair value for mortgage servicing rights is estimated by discounting contractual cash flows and adjusting for prepayment estimates. Discount rates are based upon rates generally charged for such loans with similar characteristics.

 

Commitments to Extend Credit and Commercial Letters of Credit

 

These financial instruments are generally not subject to sale, and estimated fair values are not readily available.

 

The carrying value, represented by the net deferred fee arising from the unrecognized commitment or letter of credit, and the fair value, determined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk, are not considered material for disclosure. The contractual amounts of unfunded commitments and letters of credit are presented in Note 12.

 

Page 43 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

16.

 Related Party Transactions


 

Certain officers, directors and other related parties have loans and conduct other transactions with the Company. Deposits of related parties totaled $7,050,000 and $5,094,000 at December 31, 2024 and 2023, respectively. The aggregate dollar amount of loans to related parties, along with an analysis of the activity for December 31, 2024 and 2023 are as follows (in thousands):

 

Years ended December 31,

 

2024

   

2023

 

Balance, beginning

  $ 1,356       1,078  

Additions

  $ 15       406  

Repayments

  $ (1,215 )     (128 )

Effect of changes in composition of related parties

  $ 4,970       0  

Balance, ending

  $ 5,126       1,356  

 

As of December 31, 2024 the Company was owed $4,385,000 of loans, net of participation balances, that is currently classified as special mention. The loans are not and never have been past due and have not been placed on nonaccrual. The relationship has available line of credit of $1,290,000.

 

 

17.

 Segment Information


 

The Company’s reportable segment is determined by the Chief Financial Officer and the Chief Executive Officer, who are the designated chief decision makers, based upon information provided about the Company’s products and services offered, primarily banking operations. The segment is also distinguished by the level of information provided to the chief decision makers, who use such information to review performance of various components of the business (such as branches and the subsidiary bank), which are then aggregated if operating performance, products/services, and customers are similar. The chief operating decision makers will evaluate the financial performance of the company’s business components such as by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Company’s segment and in the determination of allocating resources. The chief operating decision makers use revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The chief operating decision makers use consolidated net income to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessment performance and in establishing compensation. Loans, investments, banking services and deposits provide the revenue in the banking operations. Interest expense, provisions for credit losses, and payroll provide the significant expenses in the banking operation. All operations are domestic.

 

Accounting policies for segments are the same as those described in Note 1. Segment performance is evaluated using consolidated net income. Information reported internally for the performance assessment by the chief operating decision makers is shown with the Consolidated Statements of Income presentation on page 7 of this report.

 

Page 44 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

18.

 Condensed Parent Company Statements


 

Years ended December 31,

 

2024

   

2023

 
                 

Assets:

               

Cash and cash equivalents

  $ 4,325     $ 3,301  

Investment in subsidiary

    52,833       50,658  

Investment securities available-for-sale

    2,502       3,489  

Loan receivable - ESOP

    484       1,056  

Equity securities

    205       167  

Other assets

    374       295  
                 

Total Assets

  $ 60,723     $ 58,966  
                 

Liabilities and Stockholders Equity:

               
                 

Borrowings

    9,870       9,850  

Other Liabilities

    0       1  
                 

Total Liabilities

    9,870       9,851  

Redeemable common stock held by employee

               

stock ownership plan (ESOP), net of unearned ESOP shares

    1,453       598  
                 

Total Stockholders’ Equity

    50,853       49,115  

Less maximum cash obligations related to ESOP Shares, net of unearned ESOP shares

    1,453       598  

Total Stockholders Equity Less Maximum Cash Obligation Related to ESOP Shares

  $ 49,400     $ 48,517  
                 

Total Liabilities and Stockholders Equity

  $ 60,723     $ 58,966  

 

Page 45 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

Years ended December 31,

 

2024

   

2023

 
                 

Income:

               

Equity in undistributed earnings of subsidiary

  $ 1,040     $ 911  

Dividends from subsidiary

    890       1,146  

Dividend income

    302       308  

Net investment securities gains (losses)

    39       20  

Total Income

    2,271       2,385  
                 

Expenses:

               

Interest expense holding company

    470       470  

Other operating expenses

    95       74  

Total Expenses

    565       544  
                 

Income before income taxes

    1,706       1,841  

Income tax benefit

    (56 )     (51 )
    $ 1,762     $ 1,892  

Net Income

               

 

 

Years ended December 31,

 

2024

   

2023

 
                 

Cash Flows From Operating Activities:

               

Net income

  $ 1,792     $ 1,892  

Equity in undistributed earnings of subsidiary

    (1,040 )     (911 )

Net (gain) loss on sale of securities

    1       0  

Change in fair value of Equity Services

    38       20  

Share based compensation expense

    610       367  

Other, net

    (169 )     (75 )

Net Cash Provided By Operating Activities

    1,232       1,293  
                 

Cash Flows From Investing Activities:

               

Security purchases

    0       (1,994 )

Proceeds from maturities of available-for-sale securities

    999       484  

Net Cash Provided By Investing Activities

    999       (1,510 )
                 

Cash Flows From Financing Activities:

               

Purchase of ESOP shares

    0       (559 )

Dividends paid

    (1,207 )     (1,207 )

Net Cash Used In Financing Activities

    (1,207 )     (1,766 )
                 

Net Increase (Decrease) in Cash and Cash Equivalents

    1,024       (1,983 )
                 

Cash and Cash Equivalents, Beginning of Year

    3,301       5,284  
                 

Cash and Cash Equivalents, End of Year

  $ 4,325     $ 3,301  

 

Page 46 | 47

Northumberland Bancorp
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2024 & 2023

 

19.

 Pending Sale


 

On September 25, 2024, The Northumberland National Bank, announced a Merger of Equals with Mifflinburg Bank & Trust, with an anticipated close in the 2nd or 3rd Quarter of 2025.

 

 

20.

 Subsequent Events


 

Management has reviewed events occurring through March 31, 2025, the date the financial statements were available to be issued for items that should potentially be recognized or disclosed in these consolidated financial statements.

 

Page 47 | 47
 

Exhibit 99.2

Northumberland Bancorp

Consolidated Balance Sheets

(in thousands, except share and per share data)

 

 

(Unaudited)

       
 

June 30,

 

December 31,

 
 

2025

 

2024 *

 

Assets

           

Cash and due from banks

$ 12,261   $ 8,924  

Interest-bearing demand deposits 

  34,730     15,143  
             

Total cash and cash equivalents

  46,991     24,067  
             

Debt securities available-for-sale, at fair value

  164,787     174,777  

Debt securities held-to-maturity, at amortized cost, net of allowance for credit losses of $0 (fair value 2025- $2,615; 2024-$2,591)

  2,573     2,565  

Marketable equity securities, at fair value

  208     205  

Restricted stock, at cost

  2,728     2,782  

Loans held-for-sale

  345     288  
             

Loans

  446,411     433,187  

Allowance for credit losses

  (3,866 )   (3,869 )
             

Loans, net

  442,545     429,318  
             

Premises and equipment, net

  7,510     7,842  

Accrued interest receivable

  2,163     2,320  

Bank owned life insurance

  14,817     14,630  

Net deferred tax asset

  3,321     4,198  

Other assets

  3,435     3,464  
             

Total Assets

$ 691,423   $ 666,456  
             

Liabilities and Stockholders' Equity

           
             

Liabilities

           

Deposits:

           

Noninterest-bearing deposits

$ 143,695   $ 137,631  

Interest-bearing deposits

  459,825     445,712  
             

Total deposits

  603,520     583,343  
             

Federal Home Loan Bank advances

  20,000     20,000  

Subordinated Debt, less unamortized issuance costs

  9,880     9,870  

Accrued Interest and Other liabilities

  2,425     2,390  
             

Total Liabilities

  635,825     615,603  

Commitments and Contingencies

           
             

Redeemable Common Stock Held By Employee Stock Ownership Plan

  1,553     1,453  
             

Stockholders' Equity

           

Common stock, par value $0.10 per share; authorized 5,000,000 shares; issued 1,502,500 shares; outstanding 1,311,858 shares as of June 30, 2025 and December 31, 2024

  150     150  

Capital surplus

  3,832     3,832  

Retained earnings

  64,888     63,499  

Accumulated other comprehensive loss

  (10,110 )   (13,466 )

Unearned ESOP Shares

  (397 )   (397 )

Treasury stock, at cost:190,642 shares as of June 30, 2025 and December 31, 2024

  (2,765 )   (2,765 )
             

Total Stockholders' Equity

  55,598     50,853  
             

Less maximum cash obligation to ESOP shares

  1,553     1,453  

Total Stockholders Equity Less Maximum Cash Obligations Related to ESOP Shares

  54,045     49,400  
             

Total Liabilities and Stockholders' Equity

$ 691,423   $ 666,456  

 

See accompanying notes to consolidated financial statements

* Derived from consolidated audited financial statements

 

1

 

Northumberland Bancorp

Consolidated Statements of Income (Unaudited)

(in thousands, except per share data)


 

    Six Months Ended June 30,  
   

2025

   

2024

 

Interest and Dividend Income

               

Interest and fees on loans

  $ 11,990     $ 11,062  

Interest-bearing deposits in banks

    527       517  

Securities:

               

Taxable

    1,762       2,120  

Tax-exempt

    276       275  

Dividends

    266       274  
                 

Total Interest and Dividend Income

    14,821       14,248  
                 

Interest Expense

               

Deposits

    5,551       5,883  

Federal Home Loan Bank advances

    436       441  

Other borrowings

    235       235  
                 

Total Interest Expense

    6,222       6,559  
                 

Net Interest Income

    8,599       7,689  
                 

Provision for credit losses

    7       -  
                 

Net Interest Income after provision for credit losses

    8,592       7,689  
                 

Noninterest Income

               

Service charges on deposit accounts

    220       217  

ATM fees and debit card income

    553       485  

Mortgage banking revenue

    74       72  

Commissions from investment product sales

    83       132  

Net marketable equity security gains (losses)

    3       (13 )

Earnings on bank owned life insurance

    187       186  

Trust income

    638       680  

Other

    309       389  
                 

Total Noninterest Income

    2,067       2,148  
                 

Noninterest Expense

               

Salaries and employee benefits

    4,682       5,500  

Net occupancy and equipment expense

    1,076       1,175  

Data processing fees

    384       364  

Pennsylvania shares tax

    200       200  

Professional fees

    484       478  

Advertising expense

    32       35  

FDIC deposit insurance

    150       162  

Merger expenses

    156       -  

Other

    1,146       1,301  
                 

Total Noninterest Expense

    8,310       9,215  
                 

Income Before Income Taxes

    2,349       622  
                 

Income Taxes

    358       1  
                 

Net Income

  $ 1,991     $ 621  
                 

Earnings Per Share - Basic and Diluted

  $ 1.52     $ 0.47  

 

See accompanying notes to consolidated financial statements.

 

2

 

Northumberland Bancorp

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(in thousands)

 

   

Six Months Ended June 30,

 
   

2025

   

2024

 

Net Income

  $ 1,991     $ 621  
                 

Other Comprehensive Income (Loss)

               
                 

Unrealized holding gains (losses) on debt securities available-for-sale, net of income taxes

    3,356       (1,118 )
                 
                 

Other comprehensive income (loss)

    3,356       (1,118 )
                 

Total Comprehensive Income (Loss)

  $ 5,347     $ (497 )

 

See accompanying notes to consolidated financial statements.

 

3

 

Northumberland Bancorp

 

Consolidated Statements of Changes in Stockholders Equity

(Unaudited)

(in thousands)


 

                                                   

Maximum

         
                           

Accumulated

                   

Cash

         
                           

Other

                   

Obligation

         
   

Common

   

Capital

   

Retained

   

Comprehensive

   

Treasury

   

Unearned

   

Related to

         
   

Stock

   

Surplus

   

Earnings

   

(Loss)

   

Stock

   

ESOP Shares

   

ESOP Shares

   

Total

 

Balance, December 31, 2023

  $ 150     $ 3,832     $ 62,944     $ (14,038 )   $ (2,765 )   $ (1,008 )   $ (598 )   $ 48,517  

Net income

    -               621       -       -       -       -       621  

Other comprehensive loss

    -       -       -       (1,118 )     -       -       -       (1,118 )

Change related to ESOP shares

    -       -       -       -       -       -       126       126  

Cash dividends declared ($0.92 per share)

    -       -       (603 )     -       -       -       -       (603 )

Balance, June 30, 2024

  $ 150     $ 3,832     $ 62,962     $ (15,156 )   $ (2,765 )   $ (1,008 )   $ (472 )   $ 47,543  

 

 

                                                   

Maximum

         
                           

Accumulated

                   

Cash

         
                           

Other

                   

Obligation

         
   

Common

   

Capital

   

Retained

   

Comprehensive

   

Treasury

   

Unearned

   

Related to

         
   

Stock

   

Surplus

   

Earnings

   

(Loss)

   

Stock

   

ESOP Shares

   

ESOP Shares

   

Total

 

Balance, December 31, 2024

  $ 150     $ 3,832     $ 63,499     $ (13,466 )   $ (2,765 )   $ (397 )   $ (1,453 )   $ 49,400  

Net income

    -       -       1,991       -       -       -       -       1,991  

Other comprehensive income

    -       -       -       3,356       -       -       -       3,356  

Change related to ESOP shares

    -       -       -       -       -       -       (100 )     (100 )

Cash dividends declared ($0.92 per share)

    -       -       (602 )     -       -       -       -       (602 )

Balance, June 30, 2025

  $ 150     $ 3,832     $ 64,888     $ (10,110 )   $ (2,765 )   $ (397 )   $ (1,553 )   $ 54,045  

 

See accompanying notes to consolidated financial statements.

 

4

 

Northumberland Bancorp

 

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


 

   

Six Months Ended June 30,

 

Cash Flows from Operating Activities

 

2025

   

2024

 

Net income

  $ 1,991     $ 621  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation, amortization, and accretion, net

    1,146       1,212  

Deferred income tax benefit

    (7 )     (14 )

Provision for credit losses

    7       -  

Decrease (increase) in accrued interest receivable

    157       (60 )

(Decrease) increase in accrued interest payable

    (25 )     89  

Increase in cash surrender value of bank owned life insurance

    (187 )     (188 )

Net marketable equity security (gains) losses

    (3 )     13  

Origination of loans held for sale

    (2,805 )     (2,414 )

Proceeds from loans sold

    2,822       2,455  

Mortgage banking revenue

    (74 )     (72 )

Amortization of debt issuance costs

    10       10  

Change in other assets and liabilities, net

    71       499  
                 

Net Cash Provided by Operating Activities

    3,103       2,151  
                 

Cash Flows from Investing Activities

               

Debt securities available-for-sale:

               

Purchases

    -       (13,238 )

Proceeds from paydowns, maturities and calls

    13,436       12,592  

Debt securities held-to-maturity:

               

Purchases

    -       (1,000 )

Proceeds from paydowns, maturities and calls

    -       2,500  

Net increase in loans

    (13,224 )     (8,993 )

Increase in restricted investments in bank stock

    54       51  

Proceeds from sale of foreclosed real estate

    -       180  

Purchases of premises and equipment

    (20 )     (44 )
                 

Net Cash Provided by (Used in) Investing Activities

    246       (7,952 )
                 

Cash Flows from Financing Activities

               

Increase in deposits

    20,177       18,317  

Dividends paid on common stock

    (602 )     (603 )
                 

Net Cash Provided by Financing Activities

    19,575       17,714  
                 

Net increase in cash and cash equivalents

    22,924       11,913  
                 

Cash and Cash Equivalents, Beginning of Year

    24,067       19,014  
                 

Cash and Cash Equivalents, End of Year

  $ 46,991     $ 30,927  
                 

Supplementary Cash Flows Information

               

Interest paid

  $ 6,247     $ 7,600  

Supplementary Disclosure of Noncash Transactions

               

Increase (decrease) in maximum cash obligation related to ESOP shares

  $ 100     $ (126 )

Other real estate acquired in settlement of loans

  $ -     $ 148  

 

See accompanying notes to consolidated financial statements.

 

5

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)


 

1.

Description of Business and Summary of Significant Accounting Policies

 

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

 

Nature of Operations and Basis of Presentation

 

Northumberland Bancorp (the "Company") is a Pennsylvania corporation and is registered under the Bank Holding Company Act. The Company was organized as the holding company of its wholly owned subsidiary, The Northumberland National Bank (the "Bank"). The Bank is a nationally chartered commercial bank located in Northumberland, Pennsylvania. The Bank's service area includes portions of Northumberland, Snyder, and Union counties in Pennsylvania. The Company and the Bank derive substantially all their income from banking and bank-related services, which include interest earnings on commercial, commercial mortgage, residential real estate, and consumer loan financing as well as interest earnings on investment securities and deposit and trust services to their customers. The Company is supervised by the Federal Reserve Board, while the Bank is subject to regulation and supervision by the Office of the Comptroller of the Currency.

 

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, the Bank. Intercompany activity has been eliminated in consolidation.

 

Use of Estimates

 

The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and with general practice within the banking industry. In preparing the financial statements, management makes estimates and assumptions based upon available information. These estimates and assumptions affect the amounts reported in financial statements and the disclosures provided. Actual results could differ significantly from those estimates.

 

Investment Securities

 

Investment securities are classified at the time of purchase, based on management's intention and ability, as securities held-to-maturity or securities available-for-sale. Debt securities acquired with the intent and ability to hold to maturity are stated at cost adjusted for amortization of premium and accretion of discount that are computed using the level yield method and recognized as adjustments of interest income. Certain other debt securities have been classified as available-for- sale to serve principally as a source of liquidity. Equity securities are measured at fair value with changes in fair value recognized in the current period earnings. Unrealized holding gains and losses for available-for-sale securities are reported as a separate component of stockholders' equity, net of tax, until realized. Realized securities gains and losses are computed using the specific identification method. Interest and dividends on investment securities are recognized as income when earned.

Allowance for Credit Losses – Held-to-Maturity Securities: Management measures expected credit losses on held-to-maturity debt securities on a collective basis by major security type [and any other risk characteristics used to segment the portfolio]. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts.

 

Allowance for Credit Losses – Available-For-Sale Securities: For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For debt securities available-for-sale that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income (loss).

 

Changes in the allowance for credit losses are recorded as credit loss expense (or reversal). Losses are charged against the allowance when management believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

 

Federal Home Loan Bank Stock

 

The Bank is a member of the Federal Home Loan Bank ("FHLB") of Pittsburgh and, as such, is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB, as well as a minimum level of mortgages in the Mortgage Partnership Finance (“MPF”) program. FHLB Stock is carried at cost, classified as restricted securities, and periodically evaluated for impairment based on the ultimate recovery of par value. Both cash and stock dividends are reported as income.

 

Loans Held for Sale and Loans Serviced

 

Loans held for sale are carried at a lower of cost or fair value, as determined on an aggregate basis. Gains and losses on sales of mortgage loans are determined by the difference between the sale proceeds and the carrying value of the loans. All sales are made with limited recourse. Loans held for sale were $345,000 and $288,000 at June 30, 2025 and December 31,2024, respectively. At June 30, 2025 and December 31, 2024, the amounts of loans serviced by the Company for the benefit of others were $106,307,000 and $111,696,000 respectively. These loans are not included on the Company’s consolidated balance sheets.

 

Mortgage Servicing Rights ("MSRs")

 

The Company has agreements for the express purpose of selling loans in the secondary market. The Company maintains servicing rights for certain loans. Originated MSRs are recorded by allocating total costs incurred between the loan and servicing rights based on their relative fair values. MSRs are amortized in proportion to the estimated servicing income over the estimated life of the servicing portfolio. Annually, the Company performs an impairment review of the MSRs and recognizes impairment through a valuation account. No impairment was recognized in 2025 or 2024. MSRs are a component of other assets on the consolidated balance sheets. The balance of loan servicing assets was $218,000 and $266,300 at June 30, 2025 and December 31, 2024, respectively.

 

6

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

Loans

 

Loans originated with the intention to hold to maturity are reported at their principal amount, net of unearned income and the allowance for credit losses. Interest income on all loans is recognized on an accrual basis. Non-refundable loan fees and certain direct costs are deferred and amortized over the life of the loans using the interest method. The amortization is reflected as an interest yield adjustment, and the deferred portion of the net fees and costs is reflected as part of the loan balance.

 

Accrual of interest is discontinued when, in the opinion of management, reasonable doubt exists as to the collectability of additional interest. Loans are returned to accrual status when past due interest is collected and the collection of principal and interest is probable. Commercial and commercial real estate loans are considered for nonaccrual status when they are 90 days past due, unless the loan is well-secured and in the process of collection. Residential mortgages are considered for nonaccrual when they are 180 days past due, unless they are well secured and in the process of collection. Consumer loans continue to accrue interest until they are charged off after they have reached 120 days past due. Past due status is based upon the contractual terms of the loan. In all cases, loans are placed on non-accrual or charged off at an earlier date if collection of principal or interest is considered doubtful. Nonaccrual loans and loans past due 90 days and still accruing may include smaller balance homogeneous loans that are collectively evaluated for impairment and individually evaluated loans. The fair value of the underlying collateral at the reporting date is used to determine any possible loss.

 

Allowance for Credit Losses Loans

 

The allowance for credit losses is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed.

 

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses.

 

Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, delinquency level, or term as well as for changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. On a quarterly basis, the bank’s Loan Quality Committee meets to discuss current and suggested updated credit ratings, general reviews of credit relationships, updates on required relationship monitoring and other of the loan portfolio and its quality. This committee will also review and assess the current fair market value estimate for all loans to be individually analyzed. Within this meeting, current adjustments to the Qualitative Factors and general reasonable forecasting for the future periods will be discussed as well. These decisions will then be incorporated into the quarterly updated calculation for the Current Expected Credit Loss (CECL) model as required in ASU 2016-13 Financial Instruments Credit Losses (Topic 326).

 

The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. The Company has identified the following portfolio segments and measures the allowance for credit losses using the following methods: Loans that are not identified for individual analysis are evaluated based on a pooled approach, using “Call Report Classifications” as the segmentations. The bank uses the “Weighted Average Remaining Life/Maturity” Loss Rate Methodology (or WARM). Under this methodology, the remaining life of loans in the pool is determined based on the contractual terms as adjusted for expected annual prepayment rates. The Remaining Life calculator within the software aims to identify the remaining life of a given pool of loans given that pool’s historical experiences. In other terms, the methodology takes a calculated loss rate and applies that rate to a pool of loans on a periodic basis based on the remaining life expectation of said pool. The software contains an attrition calculator that performs quarterly, cohort-based attrition measurements. Estimated loss rates are determined using a custom “Peer Group” approach. The bank has selected a peer group of similar-sized community banks in its geography or the general central Pennsylvania region to capture this loss data.

 

Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not included in the collective evaluation. When management determines that foreclosure is probable expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for discounted selling costs as appropriate.

 

Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a borrower is experiencing financial difficulties and the resulting extension or renewal options are either included in the original or modified contract at the reporting date or a new loan is executed.

 

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures

 

The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted through credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The estimate of expected credit losses should take into consideration the likelihood that funding will occur as well as the amount expected to be funded over the estimated remaining contractual term of the off-balance-sheet credit exposures. The Bank should not record an estimate of expected credit losses for off-balance-sheet exposures that are unconditionally cancellable by the issuer. The bank evaluates expected credit losses for off-balance-sheet credit exposures as of each reporting date. This is addressed within the software and the resulting calculation performed by the bank utilizes benchmark funding rates within the Peer Group or as provided by the software through its analysis of corresponding call report segments. While the process for estimating expected credit losses for these exposures is similar to the one used for on-balance-sheet financial assets, these estimated credit losses are not recorded as part of the ACLs because cash has not yet been disbursed to fund the contractual obligation to extend credit. Instead, the expected credit loss estimate for off-balance sheet credit exposures is recorded as a liability on the balance sheet (separate from any allowance for credit losses associated with recognized financial assets, the ACL) with changes in the estimate reported as credit loss expense (or credit adjustment to the expense) in the statement of net income each reporting period.

 

7

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

Premises and Equipment

 

Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the assets, which range from 3 to 20 years for furniture, fixtures, and equipment and 15 to 50 years for buildings and building improvements. Expenditures for maintenance and repairs are charged against income as incurred. Costs of major additions, improvements are capitalized.

 

Other Real Estate Owned (OREO)

 

Other real estate owned acquired in settlement of foreclosed loans is carried as a component of other assets at fair value minus estimated cost to sell. Prior to foreclosure, the estimated collectible value of the collateral is evaluated to determine whether a partial charge-off of the loan balance is necessary. After transfer to real estate owned, any subsequent write-downs are charged against other operating expenses. Direct costs incurred in the foreclosure process and subsequent holding costs incurred on such properties are recorded as expenses of current operations.

 

Loan Commitments and Related Financial Instruments

 

Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet financing needs of customers. The face amount for these items represents the exposure to loss, before considering customer ability to repay. Such financial instruments are recorded when they are funded.

 

Advertising Expenses

 

Advertising expenses are expensed as costs are incurred. Advertising expenses were $32,000 and $81,000 as of June 30, 2025 and December 31, 2024, respectively.

 

Income Taxes

 

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

 

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

 

Trust Assets

 

Assets held by the Company in a fiduciary or agency capacity for its customers are not included in the accompanying consolidated financial statements, since such items are not assets of the Company. The fair value of trust assets under administration were $201,263,000 and $195,179,000 as of June 30, 2025 and December 31, 2024, respectively.

 

Comprehensive Income (Loss)

 

The Company is required to present comprehensive income (loss) and its components in a full set of general-purpose financial statements for all periods presented. Other comprehensive income (loss) is comprised of net unrealized holding gains or losses on its available-for-sale investment securities, net of tax.

 

Earnings Per Share

 

The Company currently maintains a simple capital structure; therefore, there are no dilutive effects on earnings per share. As such, earnings per share are calculated using the weighted-average number of shares outstanding for the periods. Shares purchased by the ESOP are excluded from weighted-average shares, but shares allocated to participants in the ESOP are included in weighted-average shares. Treasury stock shares are excluded from weighted-average shares.

 

Loss contingencies

 

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable, and an amount or range of loss can be reasonably estimated. No loss contingency liabilities have been recorded at June 30, 2025 or December 31, 2024.

 

8

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

2.

Securities

 

The amortized cost and fair value of debt securities available-for-sale and held to maturity along with gross unrealized gains and losses as of the dates indicated are summarized as follows (in thousands):

 

June 30. 2025

 

Amortized Cost

   

Gross Unrealized

Gains

   

Gross Unrealized

Losses

   

Approximate

Fair Value

 

Available-for-sale:

                               
Obligations of states and political subdivisions   $ 71,734     $ 9     $ (5,606 )   $ 66,137  
Mortgage-backed securities in government sponsored entities     105,847       163       (7,360 )     98,650  

Total

  $ 177,581     $ 172     $ (12,966 )   $ 164,787  
                                 

December 31, 2024

                               

Available-for-sale:

                               
Obligations of states and political subdivisions   $ 74,425     $ 9     $ (7,251 )   $ 67,183  
Mortgage-backed securities in government sponsored entities     117,398       86       (9,890 )     107,594  

Total

  $ 191,823     $ 95     $ (17,141 )   $ 174,777  

 

June 30, 2025

 

Amortized Cost

   

Gross Unrecognized

Gains

   

Gross Unrecognized

Losses

   

Approximate

Fair Value

 

Held-to-maturity:

                               
Obligations of states and political subdivisions   $ 1,573     $ -     $ (34 )   $ 1,539  
Corporates/other     1,000       76       -       1,076  

Total

  $ 2,573     $ 76     $ (34 )   $ 2,615  
                                 

December 31, 2024

                               

Held-to-maturity:

                               
Obligations of states and political subdivisions   $ 1,565     $ -     $ (54 )   $ 1,511  
Corporates/other     1,000       80       -       1,080  

Total

  $ 2,565     $ 80     $ (54 )   $ 2,591  

 

At June 30, 2025 and December 31, 2204, there were no holdings of securities of any one issuer, other than U.S Government and its agencies, in an amount great than 10% of shareholders’ equity.

 

9

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

The following table summarizes debt securities available-for-sale in an unrealized loss position for which an allowance for credit losses has not been recorded at June 30, 2025 and December 31, 2024, aggregated by major security type and length of time in a continuous unrealized loss position:

 

   

Less than 12 Months

   

12 Months or Longer

   

 

  Total  

June 30, 2025

 

Fair Value

   

Unrealized Losses

   

Fair Value

   

Unrealized Losses

   

Fair Value

   

Unrealized Losses

 

Available-for-sale:

                                               

Obligations of states and political subdivisions

  $ 5,298     $ (42 )   $ 58,334     $ (5,564 )   $ 63,632     $ (5,606 )

Mortgage-backed securities in government sponsored entities

    -       -       81,800       (7,360 )     81,800       (7,360 )

Total

  $ 5,298     $ (42 )   $ 140,134     $ (12,924 )   $ 145,432     $ (12,966 )
                                                 

Held-to-maturity:

 

Fair Value

   

Unrecognized Losses

   

Fair Value

   

Unrecognized Losses

   

Fair Value

   

Unrecognized Losses

 

Obligations of states and political subdivisions

    808       (8 )     713       (26 )     1,521       (34 )

Total

  $ 808     $ (8 )   $ 713       (26 )   $ 1,521     $ (34 )

 

   

Less than 12 Months

   

12 Months or Longer

   

 

  Total  

December 31, 2024

 

Fair Value

   

Unrealized Losses

   

Fair Value

   

Unrealized Losses

   

Fair Value

   

Unrealized Losses

 

Available-for-sale:

                                               

Obligations of states and political subdivisions

  $ 499     $ (1 )   $ 63,682     $ (7,250 )   $ 64,181     $ (7,251 )

Mortgage-backed securities in government sponsored entities

    14,514       (80 )     78,852       (9,810 )     93,366       (9,890 )

Total

  $ 15,013     $ (81 )   $ 142,534     $ (17,060 )   $ 157,547     $ (17,141 )
                                                 

Held-to-maturity:

 

Fair Value

   

Unrecognized Losses

   

Fair Value

   

Unrecognized Losses

   

Fair Value

   

Unrecognized Losses

 

Obligations of states and political subdivisions

  $ -     $ -     $ 1,511     $ (54 )   $ 1,511     $ (54 )

Total

  $ -     $ -     $ 1,511     $ (54 )   $ 1,511     $ (54 )

 

There were 343 and 361 positions that were temporarily impaired at June 30, 2025 and December 31, 2024, respectively. The Company must evaluate if a decline in the fair value below amortized cost resulted from credit loss or other factors. The analysis should consider the guidance in ASC 326-30-35-6 and ASC 326-30-55-1 through 55-4 when determining whether a credit loss exists. Unrealized losses on corporate bonds have not been recognized into income because the issuer(s) bonds are of high credit quality, management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates and other market conditions. The issuer(s) continues to make timely principal and interest payments on the bonds. The fair value is expected to recover as the bond(s) approach maturity. As of June 30, 2025, the Company has not recognized any allowance for credit losses on debt securities either designated as available for sale or held to maturity.

 

10

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

The amortized cost and fair value of debt securities at June 30, 2025, by contractual maturity, are shown below. Securities not due at a single maturity date are shown separately. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties (in thousands).

 

 

June 30, 2025

 

Available-for-Sale

   

Held-to-Maturity

 
   

Amortized

Cost

   

Fair

Value

   

Amortized

Cost

   

Fair

Value

 
                                 

Due in one year or less

  $ 7,450     $ 7,417     $ 816     $ 808  

Due after one year through five years

    39,865       37,153       757       731  

Due after five years through ten years

    24,419       21,567       1,000       1,076  

Due after ten years

    -       -       -       -  

Mortgage-Backed Securities

    105,847       98,650       -       -  
                                 

Total

  $ 177,581     $ 164,787     $ 2,573     $ 2,615  

 

The Company considers payment history, risk ratings from external parties, financial statements for municipal and corporate securities, public statements from issuers and other available credible published sources in evaluating credit risk. No credit risk was found and no Allowance for Credit Loss on securities available for sale was recorded as of June 30, 2025 and December 31, 2024. The unrealized losses are attributed to noncredit-related factors, including changes in interest rates and other market conditions.

 

The Company did not sell or recognize any gain or loss for any securities for the three and six months ended June 30, 2025 and 2024.

 

Securities with a carrying value of $76,850,000 and $83,236,000 at June 30, 2025 and December 31, 2024, respectively, were pledged to secure public deposits and for other purposes as required by law.

 

The Company monitors the credit quality of debt securities held-to-maturity through the use of credit rating. The Company monitors the credit rating on a monthly basis. The following table summarizes the amortized cost of debt securities held-to-maturity at June 30, 2025 aggregated by credit quality indicator.

 

   

Held-to-Maturity

 

As of June 30, 2025

 

Obligations of

states and political

subdivisions

   

Corporates/other

 

AAA/AA/A

  $ 1,573       -  

BBB/BB/B

  $ -       -  

Unrated

  $ -       1,000  

Total

  $ 1,573       1,000  

 

A security is considered to be past due once it is 90+ days contractually past due under the terms of the agreement. As of June 30, 2025, the Company did not have any past-due debt securities that are held-to-maturity.

 

11

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

3.

Loans

 

Major categories of loans are summarized as follows as of June 30, 2025 and December 31, 2024 (in thousands):

 

    2025     2024  

Commercial

  $ 84,274     $ 87,076  

Commercial real estate

    113,405       99,653  

Residential mortgage

    242,790       240,105  

Consumer

    5,942       6,353  
                 

Total loans

    446,411       433,187  
                 
                 
                 

Less: allowance for credit losses

    (3,866 )     (3,869 )
                 

Net Loans

  $ 442,545     $ 429,318  

 

The Company grants residential, commercial, and consumer loans to customers throughout its trade area, which is concentrated in North Central Pennsylvania. Although the Company has a diversified loan portfolio at June 30, 2025 and December 31, 2024, a substantial portion of its debtors' ability to honor their loan agreements is dependent upon the economic stability of its immediate trade area.

 

12

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

4.

Allowance for Credit Losses

 

Changes in the allowance for credit losses by portfolio segment for the six months ended June 30,2025 and for the year ended December 31, 2024 are as follows (in thousands):

 

June 30, 2025

 

Commercial

   

Commercial

Real Estate

   

Residential

Real Estate

   

Consumer

   

Total

 

Beginning Balance

  $ 1,597     $ 1,045     $ 1,137     $ 90     $ 3,869  

Loans charged off

    -       -       -       (17 )     (17 )

Recoveries collected

    -       -       -       7       7  

Provision (credit)

    (83 )     149       (60 )     1       7  

Ending Balance

  $ 1,514     $ 1,194     $ 1,077     $ 81     $ 3,866  

 

December 31, 2024

 

Commercial

   

Commercial

Real Estate

   

Residential

Real Estate

   

Consumer

   

Total

 

Beginning Balance

  $ 1,891     $ 1,015     $ 1,023     $ 94     $ 4,023  

Loans charged off

    -       (64 )     (7 )     (108 )     (179 )

Recoveries collected

    -       -       7       18       25  

Provision (credit)

    (294 )     94       114       86       -  

Ending Balance

  $ 1,597     $ 1,045     $ 1,137     $ 90     $ 3,869  

 

The total allowance reflects management's estimate of credit losses inherent in the loan portfolio at the consolidated balance sheet date.

 

Credit Quality Information

 

The Company's internally assigned loan grades are as follows:

 

Pass loans are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral. There are five sub-grades within the pass category to further distinguish the loan.

 

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

 

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

 

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

 

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

 

13

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

The following tables represent credit exposures for commercial real estate and commercial loans by internally assigned grades for the periods ended June 30, 2025 and December 31, 2024. The grading analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled or at all. The Company's internal credit risk grading system is based on experiences with similarly graded loans (in thousands).

 

   

Term Loans

                         

As of June 30, 2025

 

Amortized Cost Basis by Origination Year and Risk Grades

                         

Dollars in thousands

 

2025

   

2024

   

2023

   

Prior

   

Revolving Loans Amortized Cost Basis

   

Revolving loans converted to term Amortized Cost Basis

   

Total

 
                                                         

Commercial

                                                       
Pass   $ 2,435     $ 7,474     $ 6,053     $ 64,774     $ -     $ -     $ 80,736  
Special Mention     -       -       -       2,182       -       -       2,182  
Substandard     -       -       77       1,279       -       -       1,356  

Total Commercial Loans

    2,435       7,474       6,130       68,235       -       -       84,274  
Current Period Net write-offs     -       -       -       -       -       -       -  
                                                         

Commercial Real Estate

                                                       
Pass     14,264       10,693       11,976       69,675       -       -       106,608  
Special Mention     -       -       -       4,588       -       -       4,588  
Substandard     -       -       7       2,202       -       -       2,209  

Total Commercial Real Estate Loans

    14,264       10,693       11,983       76,465       -       -       113,405  
Current Period Net write-offs     -       -       -       -       -       -       -  

 

14

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

   

Term Loans

                         

As of June 30, 2025

 

Amortized Cost Basis by Origination Year and Risk Grades

                         

Dollars in thousands

 

2025

   

2024

   

2023

   

Prior

   

Revolving Loans Amortized Cost Basis

   

Revolving loans converted to term Amortized Cost Basis

   

Total

 
                                                         

Residential Real Estate

                                                       
Performing     19,519       33,708       25,773       161,206       -       -       240,206  
Nonperforming     -       26       197       2,361       -       -       2,584  

Total Residential Loans

    19,519       33,734       25,970       163,567       -       -       242,790  
Current Period Net write-offs     -       -       -       -       -       -       -  
                                                         

Consumer

                                                       
Performing     1,041       1,734       1,449       1,685       -       -       5,909  
Nonperforming     -       2       3       28       -       -       33  

Total Consumer Loans

    1,041       1,736       1,452       1,713       -       -       5,942  
Current Period Net write-offs     -       2       7       1       -       -       10  
                                                         
                                                         

Portfolio Total

  $ 37,259     $ 53,637     $ 45,535     $ 309,980     $ -     $ -     $ 446,411  
Current Period Net write-offs   $ -     $ 2     $ 7     $ 1     $ -     $ -     $ 10  

 

 

15

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

   

Term Loans

                         

As of December 31, 2024

 

Amortized Cost Basis by Origination Year and Risk Grades

                         

Dollars in thousands

 

2024

   

2023

   

2022

   

Prior

   

Revolving Loans Amortized Cost Basis

   

Revolving loans converted to term Amortized Cost Basis

   

Total

 
                                                         

Commercial

                                                       
Pass   $ 7,396     $ 6,558     $ 7,731     $ 61,271     $ -     $ -     $ 82,956  
Special Mention     -       -       14       2,452       -       -       2,466  
Substandard     -       83       1,119       452       -       -       1,654  

Total Commercial Loans

    7,396       6,641       8,864       64,175       -       -       87,076  
Current Period Net write-offs     -       -       -       -       -       -       -  
                                                         

Commercial Real Estate

                                                       
Pass     10,870       10,591       31,474       39,254       -       -       92,189  
Special Mention     -       -       -       4,735       -       -       4,735  
Substandard     -       12       -       2,717       -       -       2,729  

Total Commercial Real Estate Loans

    10,870       10,603       31,474       46,706       -       -       99,653  
Current Period Net write-offs     -       -       -       64       -       -       64  

 

 

16

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

   

Term Loans

                         

As of December 31, 2024

 

Amortized Cost Basis by Origination Year and Risk Grades

                         

Dollars in thousands

 

2024

   

2023

   

2022

   

Prior

   

Revolving Loans Amortized Cost Basis

   

Revolving loans converted to term Amortized Cost Basis

   

Total

 
                                                         

Residential Real Estate

                                                       
Performing     37,205       28,179       48,867       123,385       -       -       237,636  
Nonperforming     26       199       66       2,178       -       -       2,469  

Total Residential Loans

    37,231       28,378       48,933       125,563       -       -       240,105  
Current Period Net write-offs     -       -       -       -       -       -       -  
                                                         

Consumer

                                                       
Performing     2,303       1,905       1,173       898       -       -       6,279  
Nonperforming     2       11       36       25       -       -       74  

Total Consumer Loans

    2,305       1,916       1,209       923       -       -       6,353  
Current Period Net write-offs     -       52       35       3       -       -       90  
                                                         
                                                         

Portfolio Total

  $ 57,802     $ 47,538     $ 90,480     $ 237,367     $ -     $ -     $ 433,187  
Current Period Net write-offs   $ -     $ 52     $ 35     $ 67     $ -     $ -     $ 154  

 

 

17

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

The Company evaluates credit quality for residential real estate and consumer loans based upon the aging status of the loan, which is presented below, and by payment activity. The following tables present performing and nonperforming residential real estate and consumer loans based on payment activity for the periods ended June 30, 2025 and December 31, 2024 (in thousands):

 

 

June 30, 2025

 

First Mortgages

   

Home Equity Loans

   

Consumer

   

Total

 

Performing

  $ 224,102     $ 18,196     $ 5,934     $ 248,232  

Nonperforming (Nonaccrual loans)

    461       31       8       500  

Total

  $ 224,563     $ 18,227     $ 5,942     $ 248,732  

 

December 31, 2024

 

First Mortgages

   

Home Equity Loans

   

Consumer

   

Total

 

Performing

  $ 210,307     $ 27,329     $ 6,278     $ 243,914  

Nonperforming (Nonaccrual loans)

    2,311       158       75       2,544  

Total

  $ 212,618     $ 27,487     $ 6,353     $ 246,458  

 

Following are tables which include an aging analysis of the recorded investment of past-due loans as of June 30, 2025 and December 31, 2024 (in thousands):

 

June 30, 2025

 

Loans Past Due (Days)

 
   

30 - 59

   

60 - 89

   

90 +

   

Total

   

Current

   

Total Loans

 

Commercial:

                                               

Obligations of state and political subdivisions

  $ -     $ -     $ -     $ -     $ 12,223     $ 12,223  

Other commercial loans

    1,186       52       150       1,388       70,663       72,051  
      1,186       52       150       1,388       82,886       84,274  

Commercial Real Estate:

                                               

Loans for investment property

    -       -       -       -       7,583       7,583  

Other commercial real estate loans

    -       -       7       7       105,815       105,822  
      -       -       7       7       113,398       113,405  

Residential Mortgage Loans:

                                               

First Mortgage

    1,934       661       1,359       3,954       210,129       214,083  

Home equity loans

    221       61       31       313       28,394       28,707  
      2,155       722       1,390       4,267       238,523       242,790  
                                                 

Consumer:

    42       17       8       67       5,875       5,942  
                                                 

Ending Balance

  $ 3,383     $ 791     $ 1,555     $ 5,729     $ 440,682     $ 446,411  

 

December 31, 2024

 

Loans Past Due (Days)

 
   

30 - 59

   

 

 

60 - 89

   

 

 

90 +

   

 

 

Total

   

 

 

Current

   

 

 

Total Loans

 

Commercial:

                                               

Obligations of state and political subdivisions

  $ -     $ -     $ -     $ -     $ 12,044     $ 12,044  

Other commercial loans

    220       -       1,382       1,602       73,430       75,032  
      220       -       1,382       1,602       85,474       87,076  

Commercial Real Estate:

                                               

Loans for investment property

    -       -       -       -       7,036       7,036  

Other commercial real estate loans

    -       10       12       22       92,595       92,617  
      -       10       12       22       99,631       99,653  

Residential Mortgage Loans:

                                               

First Mortgage

    1,500       704       1,494       3,698       208,920       212,618  

Home equity loans

    317       -       72       389       27,098       27,487  
      1,817       704       1,566       4,087       236,018       240,105  
                                                 

Consumer:

    92       10       36       138       6,215       6,353  
                                                 

Ending Balance

  $ 2,129     $ 724     $ 2,996     $ 5,849     $ 427,338     $ 433,187  

 

18

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

Nonaccrual Loans

 

 

Loans are considered for nonaccrual status when they are 90 days past due. When a loan is placed on nonaccrual status, previously accrued but unpaid interest is deducted from interest income.

 

The following tables present loans that are on nonaccrual status and that are 90 days past due and still accruing interest by portfolio segment as of June 30, 2025 and December 31, 2024 (in thousands):

 

June 30, 2025

 

Nonaccrual With

No Allowance for

Credit Loss

   

Nonaccrual With an

Allowance

   

Past Due 90 Days or

More and Still

Accruing

 

Commercial Loans:

                       

Obligations of states and political subdivisions

  $ -     $ -     $ -  

Other commercial loans

    150       -       -  

Commercial Real Estate:

                       

Loans for investment properties

    -       -       -  

Other commercial real estate loans

    7       -       -  

Residential Mortgage Loans:

                       

First Mortgages

    461       -       192  

Home equity loans

    31       -       -  

Consumer Loans

    8       -       -  

Net Loans

  $ 657     $ -     $ 192  

 

December 31, 2024

 

Nonaccrual With

No Allowance or

Credit Loss

   

Nonaccrual With an

Allowance

   

Past Due 90 Days or

More and Still

Accruing

 

Commercial Loans:

                       

Obligations of states and political subdivisions

  $ -     $ -     $ -  

Other commercial loans

    1,091       30       262  

Commercial Real Estate:

                       

Loans for investment properties

    -       -       -  

Other commercial real estate loans

    -       12       -  

Residential Mortgage Loans:

                       

First Mortgages

    214       148       1,132  

Home equity loans

    -       -       72  

Consumer Loans

    -       36       -  

Net Loans

  $ 1,305     $ 226     $ 1,466  

 

19

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

 

The following table presents the amortized cost basis of collateral-dependent loans by class as of June 30, 2025 and December 31, 2024:

 

(Amounts in thousands)

June 30, 2025

 

Real Estate

Collateral

   

Other

Collateral

 

Commercial Loans:

               

Obligations of states and political subdivisions

  $ -     $ -  

Other commercial loans

    -       -  

Commercial Real Estate:

               

Loans for investment properties

    -       -  

Other commercial real estate loans

    1,702       -  

Residential Mortgage Loans:

               

First Mortgages

    825       -  

Home equity loans

    -       -  

Consumer Loans

    -       -  

Net Loans

  $ 2,527     $ -  

 

December 31, 2024

 

Real Estate

Collateral

   

Other

Collateral

 

Commercial Loans:

               

Obligations of states and political subdivisions

  $ -     $ -  

Other commercial loans

    1,091       -  

Commercial Real Estate:

               

Loans for investment properties

    -       -  

Other commercial real estate loans

    -       -  

Residential Mortgage Loans:

               

First Mortgages

    1,624       -  

Home equity loans

    -       -  

Consumer Loans

    -       -  

Net Loans

  $ 2,715     $ -  

 

Interest income on nonaccrual loans not recognized during 2025 and 2024 was $70,000 and $76,500, respectively.

 

Occasionally, the Company modifies loans to borrowers in financial distress by providing; principal forgiveness, term extension, an other-than-insignificant payment delay or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses.

 

In some cases, the Company provides multiple types of concessions on one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted.

 

There were no modifications in 2025 and 2024 for borrowers experiencing financial difficulty.

 

20

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

5.

Borrowings

 

The Company maintains a borrowing agreement with the FHLB of Pittsburgh with an available funding capacity of approximately $260 million as of June 30, 2025. This agreement is subject to annual renewal, incurs no service charges, and is secured by FHLB stock and a blanket security agreement on outstanding residential mortgage loans.

 

Federal Home Loan Bank advances consist of separate loans with the FHLB of Pittsburgh as of June 30, 2025 and December 31, 2024 as follows (dollars in thousands):

 

    2025     2024  
    Amount    

Weighted

Average Rate

    Amount    

Weighted

Average Rate

 
FHLB fixed-rate advances maturing:                                

March 15, 2027

  $ 20,000       4.33 %   $ 20,000       4.33 %
                                 

Total

  $ 20,000             $ 20,000          

 

Subordinated Debt

 

In June 2022, the Company issued $10 million of subordinated debt. The subordinated debt has a term of 10 years, maturing in June 2031, and a contractual fixed interest rate of 4.50% through June 30, 2026. The effective rate is 4.70%, which includes the amortization of issuance costs. Subsequent to June 30, 2026, the interest rate will be floating, based on the 90-day average Secured Overnight Financing Rate (“SOFR”) plus 382 basis points. Interest is paid semi-annually in June and December.

 

The Company may redeem or prepay any or all of the subordinated debt, in whole or in part, without premium or penalty, at any time on or after June 30, 2026, and prior to the maturity date at a price of 100% of the principal amount, plus interest accrued and unpaid to the date of redemption or prepayment.

 

21

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

6.

Employee Stock Ownership Plan (ESOP)

 

The Company established an Employee Stock Ownership Plan in 2021 to provide additional benefits to employees. In 2021 the ESOP borrowed money from the Company to purchase 24,307 shares of stock at $38.00 per share. In 2022 the ESOP borrowed money from the Company to purchase 24,307 shares of stock at $37.00 per share. In 2023 the ESOP borrowed money from the Company to purchase 24,307 shares of stock at $23.00 per share. The Company did not purchase shares of stock in 2024. The Company makes discretionary contributions to the ESOP, as well as paying dividends on unallocated shares to the ESOP, and the ESOP uses funds it receives to repay the loan. When loan payments are made, ESOP shares are allocated to participants based on relative compensation and expense is recorded. Dividends on allocated shares increase participant accounts.

 

Participants receive their allocated shares at the end of employment. A participant may require stock received to be repurchased unless the stock is traded on an established market.

 

Shares held by the ESOP were as follows:

 

June 30, 2025

   

December 31, 2024

 
                 

Allocated to participants

  $ 59,126       59,126  

Unallocated

  $ 13,795       13,795  

Total ESOP shares

  $ 72,921       72,921  

 

Fair value of unearned shares at June 30. 2025 $369,016

 

Since the Company’s common stock is not traded on an established securities market, the ESOP includes a put option for shares of the Company’s common stock. Under the company’s administration of the ESOP’s put option, in the event a terminated plan participant desires to sell his or her shares of the Company stock, or for certain employees who elect to diversify their account balances, the Company may be required to purchase the shares from the participant at fair value. To the extent that shares of common stock held by the ESOP are not readily traded, a sponsor must reflect the maximum cash obligation related to those securities outside of stockholder’s equity.

 

Maximum cash obligation related to ESOP shares, net of unearned ESOP shares

 

June 30, 2025

   

December 31, 2024

 
                 

Shares held by ESOP

    72,921       72,921  

Fair Value per share

  $ 26.75       25.38  

Maximum cash obligation

  $ 1,950,637       1,850,735  

Less: Unearned ESOP shares

    (397,715 )     (397,715 )

Maximum cash obligation, net of unearned ESOP Shares

  $ 1,552,922       1,453,020  

 

22

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

7.

Regulatory Matters

 

Cash and Due from Banks

 

Deposits with correspondent financial institutions are insured up to $250,000 per institution. The Company maintains cash and cash equivalents with certain correspondent financial institutions in excess of the insured amount.

 

Regulatory Capital Requirements

 

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

 

Information presented for June 30, 2025 and December 31, 2024, reflects the Basel III capital requirements. Under these capital requirements and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk-weightings and other factors.

 

The risk-based capital rules adopted effective January 1, 2015 require that banks and holding companies maintain a “capital conservation buffer” of 250 basis points in excess of the “minimum capital ratio.” The minimum capital ratio is equal to the prompt corrective action adequately capitalized threshold ratio. The capital conservation buffer is 2.5% for 2019 and thereafter. Failure to maintain the required capital conservation buffer will result in limitations on capital distributions and on discretionary bonuses to executive officers.

Effective January 1, 2024, the capital levels required for the Bank to avoid these limitations were as follows:

 

Common Equity Tier 1 capital ratio of 7.00%

 

Tier 1 risk based capital ratio of 8.50%

 

Total risk based capital ratio of 10.50%

 

As of June 30, 2025 and December 31, 2024, the Bank had a conservation buffer greater than 2.5%.

 

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

 

As of June 30, 2025 and December 31, 2024, the OCC categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action. To be classified as a well-capitalized financial institution, Common equity Tier 1, Total risk-based, Tier I risk-based, and Tier I leverage capital ratios must be at least 6.5 percent, 10.0 percent, 8.0 percent, and 5.0 percent, respectively.

 

The following table presents the Bank’s Capital Ratios as of the dates indicated (dollars in thousands).

 

   

Actual

   

To be Adequately Capitalized

under Prompt Corrective Action

Provisions

   

To be Well Capitalized under

Prompt Corrective Action

Provisions

 

June 30, 2025

 

Amount

   

Ratio

   

Amount

   

Ratio

   

Amount

   

Ratio

 

Common equity Tier 1 (total risk-weighted assets)

  $ 68,497       15.92 %   $ > 19,360      > 4.50 %   $ > 27,964      > 6.50 %

Total capital (to risk-weighted assets)

  $ 72,613       16.88 %   $ > 34,417      > 8.00 %   $ > 43,022      > 10.00 %

Tier 1 capital (to risk-weighted assets)

  $ 68,497       15.92 %   $ > 25,813      > 6.00 %   $ > 34,417      > 8.00 %

Tier 1 capital (to average assets)

  $ 68,497       9.86 %   $ > 27,789      > 4.00 %   $ > 34,736      > 5.00 %
                                                     

December 31, 2024

 

Amount

   

Ratio

   

Amount

   

Ratio

   

Amount

   

Ratio

 

Common equity Tier 1 (total risk-weighted assets)

  $ 66,791       15.90 %   $ > 18,900      > 4.50 %   $ > 27,300      > 6.50 %

Total capital (to risk-weighted assets)

  $ 70,910       16.88 %   $ > 33,600      > 8.00 %   $ > 42,000      > 10.00 %

Tier 1 capital (to risk-weighted assets)

  $ 66,791       15.90 %   $ > 25,200      > 6.00 %   $ > 33,600      > 8.00 %

Tier 1 capital (to average assets)

  $ 66,791       9.69 %   $ > 27,569      > 4.00 %   $ > 34,462      > 5.00 %

 

Dividends

 

Banking regulations limit the amount of dividends that may be paid by the Bank to the Company without prior regulatory approval and are subject to the minimum capital ratio requirements noted above.

 

23

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

8.

Fair Value Measurements

 

The following disclosures show the hierarchal disclosure framework associated with the level of pricing observations utilized in measuring assets and liabilities at fair value. The three broad levels of pricing observations are as follows:

 

Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

 

Level 2: Pricing inputs are other than the quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities includes items for which quoted prices are available but traded less frequently and items that are fair-valued using other financial instruments, the parameters of which can be directly observed.

 

Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. This hierarchy requires the use of observable market data when available.

 

24

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

The following table presents the balances of financial assets measured at fair value on a recurring basis (in thousands):

 

 

           

Quoted Prices in

Active Markets

for

Identical Assets

   

Significant

Other

Observable

Inputs

   

Significant

Unobservable

Inputs

 

June 30, 2025

 

Total

   

(Level 1)

   

(Level 2)

   

(Level 3)

 
                                 

Debt securities available-for-sale:

                               

U.S. Treasury

  $ 1,502     $ -     $ 1,502     $ -  

U.S. government agencies

    28,983       -       28,983       -  

Taxable state and municipal

    29,475       -       29,475       -  

Tax-exempt state and municipal

    35,160       -       35,160       -  

U.S. government sponsored enterprise mortgage-backed

    69,667       -       69,667       -  
                                 

Total Debt Securities Available-for-Sale

  $ 164,787     $ -     $ 164,787     $ -  
                                 
                                 

Marketable equity securities

  $ 208     $ 208     $ -     $ -  

 

December 31, 2024

 

Total

   

Quoted Prices in

Active Markets

for

Identical Assets

(Level 1)

   

Significant

Other

Observable

Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

 
                                 

Debt securities available-for-sale:

                               

U.S. Treasury

  $ 2,502     $ -     $ 2,502     $ -  

U.S. government agencies

    33,982       -       33,982       -  

Taxable state and municipal

    29,858       -       29,858       -  

Tax-exempt state and municipal

    34,824       -       34,824       -  

U.S. government sponsored enterprise mortgage-backed

    73,611       -       73,611       -  
                                 

Total Debt Securities Available-for-Sale

  $ 174,777     $ -     $ 174,777     $ -  
                                 
                                 

Marketable equity securities

  $ 205     $ 205     $ -     $ -  

 

25

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

Assets Measured at Fair Value on a Non-recurring Basis

 

Certain assets are measured at fair value on a nonrecurring basis in accordance with generally accepted accounting principles. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.

 

Loans Held for Sale

 

Loans held for sale are carried at the lower of cost of fair value. These loans currently consist of one-to-four family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). As such, the Company records any fair value adjustments on a recurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale at June 30, 2025 or December 31, 2024.

 

Collateral Dependent Loans with an ACL

 

In accordance with ASC 326, we may determine that an individual loan exhibits unique risk characteristics which differentiate it from other loans within our loan pools. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Specific allocations of the ACL are determined by analyzing the borrower's ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower's industry, among other things. A loan is considered to be collateral dependent when, based upon management's assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In such cases, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. We reevaluate the fair value of collateral supporting collateral dependent loans on a quarterly basis. The fair value of real estate collateral supporting collateral dependent loans is evaluated by appraisal services using a methodology that is consistent with the Uniform Standards of Professional Appraisal Practice. The bank held no collateral dependent loans with an allowance at June 30, 2025 and December 31, 2024.

 

26

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

The Company had no financial liabilities measured at fair value on a nonrecurring basis as of June 30, 2025 or December 31, 2024.

 

The following information should not be interpreted as an estimate of the fair value of the entire Company since the fair value calculation is only provided for a limited portion of the Company's assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company's disclosures and those of other companies may not be meaningful.

 

The estimated fair values (in thousands) of the Company's financial instruments were as follows at June 30, 2025 and December 31, 2024.

 

 

 

Balance June 30, 2025

 

Carrying Value

   

Fair Value

   

Level 1

   

Level 2

   

Level 3

 

Financial Assets:

                                       

Cash and cash equivalents

  $ 46,991     $ 46,991     $ 46,991     $ -     $ -  

Investment securities:

                                       

Available-for-sale

    164,787       164,787       -       164,787       -  

Held-to-maturity

    2,573       2,615       -       2,615       -  

Equity securities

    208       208       208       -       -  

Loans held for sale

    345       345       345       -       -  

Net loans

    442,545       425,008       -       -       425,008  

Restricted stock

    2,728       N/A       N/A       N/A       N/A  

Mortgage servicing rights

    218       1,100       -       1,100       -  

Accrued interest receivable

    2,163       2,163       -       2,163       -  

Financial Liabilities:

                                       

Deposits

    603,520       556,457       -       556,457       -  

Borrowings

    20,000       20,000       -       20,000       -  

Accrued interest payable

    431       431       -       431       -  

 

Balance December 31, 2024

 

Carrying Value

   

Fair Value

   

Level 1

   

Level 2

   

Level 3

 

Financial Assets:

                                       

Cash and cash equivalents

  $ 24,067     $ 24,067     $ 24,067     $ -     $ -  

Investment securities:

                            -       -  

Available-for-sale

    174,777       174,777       -       174,777       -  

Held-to-maturity

    2,565       2,591       -       2,591       -  

Equity securities

    205       205       205       -       -  

Loans held for sale

    288       288       288       -       -  

Net loans

    429,318       415,998       -       -       415,998  

Restricted stock

    2,782       N/A       N/A       N/A       N/A  

Mortgage servicing rights

    266       1,138       -       1,138       -  

Accrued interest receivable

    2,320       2,320       -       2,320       -  

Financial Liabilities:

                                       

Deposits

    583,343       581,919       -       581,919       -  

Borrowings

    20,000       20,000       -       20,000       -  

Accrued interest payable

    456       456       -       456       -  

 

27

 

Northumberland Bancorp

 

Notes to Consolidated Financial Statements

(Unaudited)

 

9.         Merger with Mifflinburg Bancorp, Inc.

 

Mifflinburg Bancorp, Inc. (“MIFF”), the bank holding company for Mifflinburg Bank and Trust Company, and Northumberland Bancorp (“NUBC”), the bank holding company for The Northumberland National Bank, jointly announced on July 2, 2025 that, in connection with their proposed strategic merger of equals, they have received the requisite regulatory approvals and waivers from the Pennsylvania Department of Banking and Securities, the Federal Deposit Insurance Corporation and the Federal Reserve Bank of Philadelphia to complete their transaction on the terms and subject to the conditions of the Agreement and Plan of Merger, dated as of September 24, 2024, as amended on December 4, 2024, by and between MIFF and NUBC.

 

On August 1, 2025, Steele Bancorp, Inc., announced the completion of the merger of Northumberland Bancorp (“Northumberland”) with and into Mifflinburg Bancorp, Inc. (“Mifflinburg”), and the merger of The Northumberland National Bank (“Norry Bank”) with and into Mifflinburg Bank and Trust Company (“Mifflinburg Bank”). In connection with the mergers, effective August 1, 2025, Mifflinburg changed its name to Steele Bancorp, Inc. (“Steele”), and Mifflinburg Bank changed its name to Central Penn Bank & Trust (“Central Penn”).

 

Upon the terms and subject to the conditions set forth in the Merger Agreement, Northumberland Bancorp shareholders will receive a fixed exchange ratio of 1.1850 shares of Mifflinburg for each Northumberland share they own. The transaction is expected to qualify as a tax-free reorganization (except to the extent of cash received for fractional shares). Additional information about the proposed merger is available in the registration statement on form S-4 filed by Mifflinburg with the SEC and other documents filed by Mifflinburg and Northumberland with the SEC.

 

 

28
 

Exhibit 99.3

 

 

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION

 

The unaudited pro forma condensed consolidated combined financial information has been prepared using the acquisition method of accounting under the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification, ASC 805, “Business Combinations”, giving effect to Mifflinburg Bancorp, Inc.’s (“MIFF”) acquisition of Northumberland Bancorp (“NUBC”). In connection with the transaction, MIFF changed its name to Steele Bancorp, Inc. (“STLE”) concurrently with the completion of the merger on August 1, 2025. Under the acquisition method of accounting, NUBCs assets and liabilities as of the date of the acquisition will be recorded at their respective fair values and added to those of STLE. The difference between the purchase price for NUBC and the fair value of the identifiable net assets acquired (including core deposit intangibles) will be recorded as a gain on bargain purchase. The core deposit intangible and other intangible assets with estimated useful lives to be recorded by STLE in connection with the acquisition will be amortized as an expense over their respective estimated useful lives. The financial statements of STLE issued after the acquisition will reflect the results attributable to the acquired operations of NUBC beginning on the date of completion of the acquisition. The merger was consummated on August 1, 2025.

 

The unaudited pro forma condensed consolidated combined financial information and accompanying notes are based on and should be read in conjunction with (i) the historical audited consolidated financial statements of MIFF and the related notes for the year ended December 31, 2024 included in STLE’s Annual Report on Form SP 15D2 filed with the U.S. Securities and Exchange Commission (“Commission”) on April 25, 2025, (ii) the historical unaudited consolidated financial statements of STLE and the related notes for the six months ended June 30, 2025 included in STLE’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2025, (iii) the historical audited consolidated financial statements of NUBC and the related notes for the year ended December 31, 2024, which are included in this Current Report on Form 8-K as Exhibit 99.1, and (iv) the historical unaudited consolidated financial statements of NUBC for the six months ended June 30, 2025, which are included in this Current Report on Form 8-K as Exhibit 99.2.

 

The unaudited pro forma condensed consolidated combined financial information is provided for illustrative information purposes only. The unaudited pro forma condensed consolidated combined financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the merger been completed as of the dates indicated or that may be achieved in the future. The unaudited pro forma condensed consolidated combined financial statements have been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Information, which requires the depiction of the accounting for the transaction. The unaudited pro forma condensed consolidated combined financial information also does not consider any potential effects of changes in market conditions, revenue enhancements, or expense efficiencies, among other factors.

 

The unaudited pro forma condensed consolidated combined balance sheet as of June 30, 2025 gives effect to the merger as if the transaction occurred June 30, 2025. The unaudited pro forma condensed consolidated combined statements of income for the six months ended June 30, 2025 and the year ended December 31, 2024 give effect to the merger as if the transaction occurred on the first day of periods presented.

 

The unaudited pro forma condensed consolidated combined financial statements were prepared with STLE as the accounting acquirer and NUBC as the accounting acquiree under the acquisition method of accounting. Accordingly, the consideration paid by STLE to complete the acquisition of NUBC will be allocated to NUBC’s assets and liabilities based upon their estimated fair values as of the date of completion of the acquisition. The fair value adjustments made to the acquired assets and liabilities of NUBC are considered preliminary at this time and are subject to change as STLE finalizes its fair value determinations. There can be no assurance that the final determination will not result in material changes from the amounts presented in these unaudited pro forma condensed consolidated combined financial statements. The pro forma calculations, shown below, include a closing share price of $26.10, which represents the closing price of STLE’s common stock on June 30, 2025. The total estimated purchase price of $40.56 million was used in the goodwill (gain on bargain purchase) calculation.

 

Shown below is a summary of the fair value of assets acquired and liabilities assumed resulting in gain on bargain purchase. Gain on bargain purchase is created when the purchase price consideration is lower than the fair value of the net assets acquired. Gain on bargain purchase of $17.3 million resulted from the transaction; however, it is noted the fair value adjustments made to the acquired assets and liabilities are considered preliminary at this time and are subject to change as STLE finalizes its fair value determinations. The final adjustments may be materially different from the transaction accounting adjustments presented herein.

 

1

 

The unaudited pro forma condensed consolidated combined income statement and earnings per share data do not include anticipated cost savings or revenue enhancements, but do they include one-time merger-related expenses which will be expensed against income, and a one-time provision expense of $4.4 million related to ASC 326 Current Expected Credit Losses (“CECL”) allowance for credit losses for non-PCD loans. STLE is currently in the process of assessing the two companies’ personnel, benefits plans, premises, equipment, computer systems and service contracts to determine where the companies may take advantage of redundancies or where it will be beneficial or necessary to convert to one system. Certain decisions arising from these assessments may involve canceling contracts between either STLE or NUBC and certain service providers. There is no assurance that the anticipated cost savings will be realized on the anticipated time schedule or at all.

 

The pro forma combined basic and diluted earnings per share of STLE common stock are based on the pro forma combined net income per common share for STLE and NUBC divided by the pro forma basic or diluted common shares of the combined entities. The pro forma information includes adjustments related to the fair value of assets and liabilities of NUBC and is subject to adjustment as additional information becomes available and as final merger data analyses are performed.

 

The unaudited pro forma data are qualified by the statements set forth under this caption and should not be considered indicative of the market value of STLE common stock or the actual or future results of operations of STLE for any period. Actual results may be materially different than the pro forma information presented.

 

2

 

Unaudited Pro Forma Combined Condensed Consolidated Balance Sheet

As of June 30, 2025

                     

(in thousands)

 

Steele Bancorp *

   

Northumberland

   

Pro Forma

   

Pro Forma

   

Pro Forma

 
   

Historical

   

Historical

   

Adjustments

   

Notes

   

Combined

 
                                         

ASSETS:

                                       

Cash and due from banks

  $ 7,224     $ 12,261     $ (5,892 )  

(A)

    $ 13,593  

Interest-bearing demand deposits

    4,681       34,730       -               39,411  

Fed funds sold

    9,111       -       -               9,111  

Total cash and cash equivalents

    21,016       46,991       (5,892 )             62,115  
                                         

Interest-bearing time deposits

    8,646       -       -               8,646  

Available-for-sale securities, at fair value

    107,137       164,787       -               271,924  

Marketable equity securities, at fair value

    265       208       -               473  

Restricted investments in bank stock, at cost

    2,533       2,728       -               5,261  

Held-to-maturity securities , at amortized cost

    -       2,573       30    

(B)

      2,603  
                                         

Loans held for sale

    -       345       -               345  

Loans

    467,613       446,411       (19,342 )  

(C)

      894,682  

Allowance for credit losses

    (4,636 )     (3,866 )     (1,501 )  

(D)

      (10,003 )

Loans, net

    462,977       442,545       (20,843 )             884,679  
                                         

Premises and equipment

    7,989       7,510       2,967    

(E)

      18,466  

Accrued interest receivable

    1,903       2,163       -               4,066  

Other real estate owned

    78       -       -               78  

Goodwill

    -       -       -    

(F)

      0  

Core deposit intangible

    -       -       14,662    

(G)

      14,662  

Other intangible assets

    270       218       2,292    

(H)

      2,780  

Bank owned life insurance

    13,092       14,817       -               27,909  

Other assets

    3,333       6,538       59    

(I)

      9,930  

TOTAL ASSETS

  $ 629,239     $ 691,423     $ (6,725 )           $ 1,313,937  
                                         

LIABILITIES AND STOCKHOLDERS' EQUITY

                                       

LIABILITIES:

                                       

Deposits:

                                       

Noninterest-bearing

  $ 81,741     $ 143,695       -             $ 225,436  

Interest-bearing

    432,867       459,825       (1,013 )  

(J)

      891,679  

Total deposits

    514,608       603,520       (1,013 )             1,117,115  
                                         

Borrowed funds

    48,327       29,880       (12 )  

(K), (L)

      78,195  

Accrued interest payable

    1,951       431       -               2,382  

Other liabilities

    5,287       1,994       1,494       (M)       8,775  

TOTAL LIABILITIES

    570,173       635,825       469               1,206,467  
                                         

Commitments and Contingencies

                                       

Redeemable common stock held by Employee Stock Ownership Plan (ESOP), net of unearned ESOP shares

    1,950       1,553       -               3,503  
                                         

STOCKHOLDERS' EQUITY:

                                       

Common stock

    2,160       150       1,397    

(N)

      3,707  

Capital surplus

    1,899       3,832       35,418    

(O)

      41,149  

Retained earnings

    66,264       64,888       (56,854 )  

(P)

      74,298  

Accumulated other comprehensive (loss)

    (3,526 )     (10,110 )     10,110    

(Q)

      (3,526 )

Unearned ESOP shares

    -       (397 )     (30 )  

(R)

      (427 )

Treasury stock, at cost

    (7,731 )     (2,765 )     2,765    

(S)

      (7,731 )

STOCKHOLDERS' EQUITY

    59,066       55,598       (7,194 )             107,470  

Less maximum cash obligation related to ESOP shares, net of unearned ESOP shares

    1,950       1,553       -               3,503  

STOCKHOLDERS' EQUITY LESS MAXIMUM CASH OBLIGATION TO ESOP SHARES, NET OF UNEARNED ESOP SHARES

    57,116       54,045       (7,194 )             103,967  

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

  $ 629,239     $ 691,423     $ (6,725 )           $ 1,313,937  
                                         

Issued and outstanding common shares

    1,858,536       1,311,858       234,867    

(T)

      3,405,261  

 

* Effective 8/1/2025 Mifflinburg Bancorp, Inc. changed its name to Steele Bancorp, Inc.                    

 

3

 

Unaudited Pro Forma Condensed Combined Consolidated Income Statement

For the Six Months Ended June 30, 2025

 

(in thousands, except share and per share data)

 

Steele Bancorp *

   

Northumberland

   

Pro Forma

 

Pro Forma

 

Pro Forma

 
   

Historical

   

Historical

   

Adjustments

 

Notes

 

Combined

 
                                   

INTEREST AND DIVIDEND INCOME:

                                 

Interest and fees on loans

  $ 13,142     $ 11,990     $ 2,124  

(U)

  $ 27,256  

Interest-bearing deposits with banks

    237       527       -         764  

Interest on fed funds sold

    10       -       -         10  

Investment securities:

                                 

Taxable

    1,017       1,762       411  

(V)

    3,190  

Tax-exempt

    587       276       (1 )

(W)

    862  

Dividends

    117       266       -         383  

TOTAL INTEREST AND DIVIDEND INCOME

    15,110       14,821       2,534         32,465  
                                   

INTEREST EXPENSE:

                                 

Deposits

    4,559       5,551       111  

(X)

    10,221  

Federal Home Loan Bank advances

    820       436       -         1,256  

Other borrowings

    1       235       (37 )

(Y), (Z)

    199  

TOTAL INTEREST EXPENSE

    5,380       6,222       74         11,676  

NET INTEREST INCOME

    9,730       8,599       2,460         20,789  
                                   

Provision for credit losses

    162       7       -         169  
                                   

NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES

    9,568       8,592       2,460         20,620  
                                   

NON-INTEREST INCOME:

                                 

Service charges and fees

    261       220       -         481  

ATM fees and debit card income

    370       533       -         903  

Mortgage banking revenue

    108       74       -         182  

Commission from investment product sales

    78       83       -         161  

Gain on sale of premises

    52       -       -         52  

Net marketable equity security gain (loss)

    (3 )     3       -         0  

Earnings on bank owned life insurance

    126       187       -         313  

Trust

    -       638       -         638  

Other

    120       329       -         449  

TOTAL NON-INTEREST INCOME

    1,112       2,067       -         3,179  
                                   

NON-INTEREST EXPENSES:

                                 

Salaries and employee benefits

    3,687       4,682       -         8,369  

Net occupancy and equipment expense

    598       1,076       25  

(AA)

    1,699  

Data processing fees

    346       384       -         730  

Pennsylvania shares tax

    223       200       -         423  

Professional fees

    79       484       -         563  

Advertising expense

    75       32       -         107  

Federal deposit insurance

    136       150       -         286  

Merger expenses

    248       156       -         404  

Other

    835       1,146       1,410  

(AB)

    3,391  

TOTAL NON-INTEREST EXPENSES

    6,227       8,310       1,435         15,972  

Income before provision for income taxes

    4,453       2,349       1,025         7,827  
                                   

Provision for income taxes

    827       358       215  

(AC)

    1,400  
                                   

NET INCOME

  $ 3,626     $ 1,991     $ 810       $ 6,427  
                                   

PER COMMON SHARE DATA:

                                 

Basic

  $ 1.95     $ 1.52               $ 1.89  

Diluted

  $ 1.95     $ 1.52               $ 1.89  
                                   

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

                           

Basic

    1,858,536       1,311,858       234,867  

(AD)

    3,405,261  

Diluted

    1,858,536       1,311,858       234,867  

(AD)

    3,405,261  

                   

* Effective 8/1/2025 Mifflinburg Bancorp, Inc. changed its name to Steele Bancorp, Inc.         

 

4

 

Unaudited Pro Forma Condensed Combined Consolidated Income Statement

For the Year Ended December 31, 2024

 

(in thousands, except share and per share data)

 

Mifflinburg

   

Northumberland

   

Pro Forma

 

Pro Forma

 

Pro Forma

 
   

Historical

   

Historical

   

Adjustments

 

Notes

 

Combined

 
                                   

INTEREST AND DIVIDEND INCOME:

                                 

Interest and fees on loans

  $ 22,357     $ 22,736     $ 5,291  

(AE)

  $ 50,384  

Interest-bearing deposits with banks

    546       1,165       -         1,711  

Interest on fed funds sold

    240       -       -         240  

Investment securities:

                                 

Taxable

    1,963       4,532       822  

(AF)

    7,317  

Tax-exempt

    1,209       549       (3 )

(AG)

    1,755  

Dividends

    196       260       -         456  

TOTAL INTEREST AND DIVIDEND INCOME

    26,511       29,242       6,110         61,863  
                                   

INTEREST EXPENSE:

                                 

Deposits

    8,677       12,004       592  

(AH)

    21,273  

Federal Home Loan Bank advances

    708       896       -         1,604  

Other borrowings

    452       470       248  

(AI), (AJ)

    1,170  

TOTAL INTEREST EXPENSE

    9,837       13,370       840         24,047  

NET INTEREST INCOME

    16,674       15,872       5,270         37,816  
                                   

Provision for credit losses

    680       -       4,448  

(AK)

    5,128  
                                   

NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES

    15,994       15,872       822         32,688  
                                   

NON-INTEREST INCOME:

                                 

Service charges and fees

    451       489       -         940  

ATM fees and debit card income

    762       1,032       -         1,794  

Mortgage banking revenue

    250       194       -         444  

Commission from investment product sales

    83       238       -         321  

Net marketable equity security gain (loss)

    (55 )     38       -         (17 )

Earnings on bank owned life insurance

    257       805       -         1,062  

Trust

    -       1,360       -         1,360  

Other

    222       629       17,325  

(AL)

    18,176  

TOTAL NON-INTEREST INCOME

    1,970       4,785       17,325         24,080  
                                   

NON-INTEREST EXPENSES:

                                 

Salaries and employee benefits

    7,462       11,150       -         18,612  

Net occupancy and equipment expense

    1,160       2,233       50  

(AM)

    3,443  

Data processing fees

    698       717       -         1,415  

Pennsylvania shares tax

    450       395       -         845  

Professional fees

    202       471       -         673  

Advertising expense

    122       81       -         203  

Federal deposit insurance

    259       336       -         595  

Merger expenses

    537       944       -         1,481  

Other

    1,699       2,453       10,338  

(AN)

    14,490  

TOTAL NON-INTEREST EXPENSES

    12,589       18,780       10,388         41,757  

Income before provision for income taxes

    5,375       1,877       7,759         15,011  
                                   

Provision for income taxes

    894       115       (1,457 )

(AO)

    (448 )
                                   

NET INCOME

  $ 4,481     $ 1,762     $ 9,216       $ 15,549  
                                   

PER COMMON SHARE DATA:

                                 

Basic

  $ 2.41     $ 1.37               $ 4.54  

Diluted

  $ 2.41     $ 1.37               $ 4.54  
                                   

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

                           

Basic

    1,858,536       1,284,827       261,898  

(AP)

    3,405,261  

Diluted

    1,858,536       1,284,827       261,898  

(AP)

    3,405,261  

 

5

 

 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION RELATING TO THE MERGER

 

       

(in thousands, except share data)     

 

 

As of June 30, 2025 Balance Sheet Notes:

       

(A)

 

Adjustments to cash and due from banks

       
   

Cash used to settle fractional shares and for dissenters' shares

  $ (190 )
   

To reflect reduction in cash to pay pre-tax amount of Steele Bancorp, Inc. * estimated merger-related expenses

    (5,702 )
   

Total proforma adjustments

    (5,892 )
             

(B)

 

Adjustments to held-to-maturity securities

       
   

To reflect fair value discount for Northumberland’s held-to-maturity securities

    30  
             

(C)

 

Adjustments to loans

       
   

To reflect the purchased credit deteriorated ("PCD") credit marks on Northumberland's loans

    (919 )
   

To reflect the non-PCD credit marks on Northumberland's loans

    (4,448 )
   

To reflect PCD loans CECL gross-up on Northumberland's loans

    919  
   

To reflect reversal of deferred loan fees, net on Northumberland's loans

    (337 )
   

To reflect fair value interest rate discount for Northumberland’s PCD and Non-PCD loans

    (14,557 )
   

Total proforma adjustments

    (19,342 )
             

(D)

 

Adjustments to allowance for credit losses

       
   

To reflect the elimination of Northumberland’s existing allowance for credit losses

    3,866  
   

To reflect the allowance for credit losses for PCD loans

    (919 )
   

To reflect the allowance for credit losses for non-PCD loans

    (4,448 )
   

Total proforma adjustments

    (1,501 )
             

(E)

 

Adjustments on fixed assets

       
   

To reflect write up of fair value of Northumberland's premises

    2,967  
             

(F)

 

Adjustments to goodwill

       
   

To reflect goodwill created as a result of the merger (zero if there is a gain on bargain purchase)

    -  
             

(G)

 

Adjustments to core deposit intangible

       
   

To reflect estimated fair value of core deposit intangible asset

    14,662  
             

(H)

 

Adjustments to other intangible assets

       
   

Adjustments to mortgage servicing assets

    886  
   

To reflect fair value of wealth management and trust department customer lists

    1,406  
   

Total proforma adjustments

    2,292  
             

 

6

 

(I)

 

Adjustments to other assets

       
   

Adjustment on Northumberland's other assets

    (1,152 )
   

To reflect write down on Northumberland's right of use asset

    (533 )
   

Deferred taxes on acquisition adjustments, net

    2,767  
   

Deferred taxes on core deposit intangible

    (3,079 )
   

Deferred taxes on Wealth/Trust customer list intangible

    (295 )
   

Deferred taxes as a result of the merger-related expenses

    1,417  
   

Deferred taxes on Northumberland non-PCD loans

    934  
   

Total proforma adjustments

    59  
             

(J)

 

Adjustments to interest-bearing deposits

       
   

To reflect estimated fair value adjustment for certificates of deposits

    (1,013 )
             

(K)

 

Adjustments on other short-term borrowings

       
   

To reflect estimated fair value adjustment for other short-term borrowings

    117  
             

(L)

 

Adjustments to Northumberland's subordinated debt

       
   

To reflect estimated fair value adjustment for subordinated debt

    (247 )
   

To reflect reversal of debt issuance costs

    118  
   

Total proforma adjustments

    (129 )
             
(M)  

Adjustments to other liabilities

       
   

To reflect accrual for merger-related liabilities

    1,494  
             

(N)

 

Adjustments to common stock

       
   

To reflect the elimination of historical Northumberland common stock par value

    (150 )
   

To reflect increase par value related to new Steele Bancorp, Inc. * common stock issued for Northumberland shares

    1,547  
   

Total proforma adjustments

    1,397  
             

(O)

 

Adjustments to additional paid-in-capital

       
   

To reflect the elimination of Northumberland’s historical additional paid-capital

    (3,832 )
   

Market value adjustment for unearned ESOP shares

    427  
   

To reflect increase in additional paid-in capital related to merger

    38,823  
   

Total proforma adjustments

    35,418  
             

(P)

 

Adjustments to retained earnings

       
   

To reflect the elimination of Northumberland's historical retained earnings

    (64,888 )
   

To reflect Steele Bancorp, Inc.'s *after-tax tax, tax deductible, merger expenses shown as a direct reduction of retained earnings

    (5,777 )
   

Gain on bargain purchase

    17,325  
   

To reflect the after- tax provision for credit losses associated with Northumberland’s non-PCD loans shown as a direct reduction of retained earnings

    (3,514 )
   

Total proforma adjustments

    (56,854 )
             

 

7

 

(Q)

 

Adjustments to accumulated other comprehensive loss

       
   

To reflect elimination of Northumberland's historical accumulated other comprehensive loss

    10,110  
             

(R)

 

Adjustments for Northumberland's ESOP

       
   

Unallocated shares in Northumberland ESOP 

    (13,795 )
   

Multiplied by Conversion Ratio

    1.1850  
   

Unallocated shares in Legacy Northumberland ESOP

    (16,347 )
   

Multiplied by Steele Bancorp, Inc. * stock price as of June 30, 2025

  $ 26.10  
   

ESOP value for Legacy Northumberland ESOP as of June 30, 2025 Steele Bancorp, Inc. * stock price

    (427 )
   

Reversal of Legacy Northumberland ESOP

    397  
   

Net change in fair value of Legacy Northumberland ESOP

    (30 )
             

(S)

 

Adjustments to treasury stock

       
   

To reflect elimination of Northumberland's historical treasury stock

    2,765  
             

(T)

 

Adjustment to issued and outstanding shares for proforma company

       
   

Reflects the issuance of shares of Steele Bancorp, Inc. * common stock in consideration for the outstanding shares of Northumberland

    1,546,725  
   

 Reflects the elimination of Northumberland's issued and outstanding shares as of June 30, 2025

    (1,311,858 )
   

Net increase in Steele Bancorp, Inc. * shares outstanding

    234,867  
             

Year to date ended June 30, 2025 Income Statement Notes:

       

(U)

 

Adjustments to interest and fees on loans income

       
   

To reflect net accretion of loan credit marks using the level yield method

    342  
   

To reflect net accretion of loan rate marks using the level yield method

    1,782  
   

Total proforma adjustments

    2,124  
             

(V)

 

Adjustments to taxable securities income

       
   

To reflect the fair value of AFS securities which will be accreted into income using the straight line method

    411  
             

(W)

 

Adjustments to tax-exempt securities income

       
   

To reflect the fair value of HTM securities which will be amortized into income using the straight line method

    (1 )
             

(X)

 

Adjustment to interest expense on certificates of deposit

       
   

To reflect amortization of time deposit rate mark over an estimated average life using the level yield method

    111  
             

(Y)

 

Adjustment to interest expense on other short-term borrowings

       
   

To reflect accretion of short-term borrowings mark over an estimated year life using the straight line method

    (32 )

 

8

 

(Z)

 

Adjustment to interest expense on Northumberland subordinated debt

       
   

To reflect amortization of sub debt mark over an estimated average life using the level yield method

    (5 )
             

(AA)

 

Adjustments on fixed assets

       
   

To reflect accretion on the write-down of Northumberland's right of use asset over the estimated remaining life

    (15 )
   

To record depreciation of write-up of Northumberland's fixed assets over an estimated 20 year average life using the straight line method

    40  
   

Total proforma adjustments

    25  
             

(AB)

 

Adjustment to other non-interest expenses

       
   

To reflect the amortization of the write up of the fair value of mortgage servicing assets over an estimated life

    95  
   

To reflect the amortization of the acquired core deposit intangible asset over 10 year life by the sum of the years digit method

    1,200  
   

To reflect the amortization of the acquired wealth management and trust dept. customer lists over a 10 year life by the sum of the years digit method

    115  
   

Total proforma adjustments

    1,410  
             

(AC)

 

Adjustment to income tax expense

       
   

To reflect the income tax effect of pro forma adjustments at estimated marginal tax rate of 21.00%

    215  
             

(AD)

 

Adjustment to weighted average shares

       
   

  Reflects the issuance of shares of Steele Bancorp, Inc. * common stock in consideration for the outstanding shares of Northumberland

    1,546,725  
   

  Reflects the elimination of Northumberland's average shares outstanding

    (1,311,858 )
   

Net increase in Steele Bancorp, Inc. * average shares outstanding

    234,867  
             

Year ended December 31, 2024 Income Statement Notes:

       

(AE)

 

Adjustments to interest and fees on loans income

       
   

To reflect net accretion of loan credit marks using the level yield method

    819  
   

To reflect net accretion of loan rate marks using the level yield method

    4,472  
   

Total proforma adjustments

    5,291  
             

(AF)

 

Adjustments to taxable securities income

       
   

To reflect the fair value of AFS securities which will be accreted into income using the straight line method

    822  
             

(AG)

 

Adjustments to tax-exempt securities income

       
   

To reflect the fair value of HTM securities which will be amortized into income using the straight line method

    (3 )
             

(AH)

 

Adjustment to interest expense on certificates of deposit

       
   

To reflect amortization of time deposit rate mark using the level yield method

    592  

 

9

 

(AI)

 

Adjustment to interest expense on other short-term borrowings

       
   

To reflect accretion of short-term borrowings mark using the straight line method

    (64 )
             

(AJ)

 

Adjustment to interest expense on Northumberland subordinated debt

       
   

To reflect amortization of sub debt mark using the level yield method

    312  
             

(AK)

 

Adjustment to provision for credit losses

       
   

To record the one-time provision for credit losses associated with Northumberland's non-PCD loans

    4,448  
             

(AL)

 

Adjustment to other non-interest income

       
   

To reflect gain on bargain purchase of $17.33 million, which is non taxable and is non-recurring

    17,325  
             

(AM)

 

Adjustments on fixed assets

       
   

To reflect accretion on the write-down of Northumberland's right of use asset over the estimated remaining life

    (30 )
   

To record depreciation of write-up of Northumberland's fixed assets over an estimated 20 year average life using the straight line method

    80  
   

Total proforma adjustments

    50  
             

(AN)

 

Adjustment to other non-interest expenses

       
   

To reflect the amortization of the write up of the fair value of mortgage servicing assets over an estimated life

    222  
   

To reflect the amortization of the acquired core deposit intangible asset over 10 year life by the sum of the years digit method

    2,666  
   

To reflect the amortization of the acquired wealth management and trust dept. customer lists over a 10 year life by the sum of the years digit method

    256  
   

To reflect the recognition of the estimated non-recurring expenses related to the merger

    7,194  
   

Total proforma adjustments

    10,338  
             

(AO)

 

Adjustment to income tax expense

       
   

To reflect the income tax effect of the taxable pro forma adjustments at estimated marginal tax rate of 21%

    (1,457 )
             

(AP)

 

Adjustment to weighted average shares

       
   

  Reflects the issuance of shares of Steele Bancorp, Inc. * common stock in consideration for the outstanding shares of Northumberland

    1,546,725  
   

  Reflects the elimination of Northumberland's average shares outstanding

    (1,284,827 )
   

Net increase in Steele Bancorp, Inc. * average shares outstanding

    261,898  

 

 

  * Effective 8/1/2025 Mifflinburg Bancorp, Inc. changed its name to Steele Bancorp, Inc.   

 

10

 

Summary of Purchase Price Calculation and Goodwill (Gain on Bargain Purchase) Resulting from the Merger    

As of June 30, 2025  


  (in thousands, except share data)        

 

Purchase Price Consideration in Common Stock Outstanding at June 30, 2025

               

Number of Northumberland Bancorp shares outstanding at June 30, 2025

            1,311,858  

less: dissenter's shares

            6,493  

Number of Northumberland Bancorp shares outstanding at June 30, 2025 to receive stock consideration

      1,305,365  

multiplied by the Conversion Ratio

            1.1850  

Number of Steele Bancorp, Inc. * shares to be issued to Northumberland Bancorp shareholders and excludes fractional shares

            1,546,725  

multiplied by Steele Bancorp, Inc. 's * share price as of June 30, 2025

          $ 26.10  

Stock consideration for Northumberland Bancorp

          $ 40,370  

plus: Cash Consideration for fractional shares

            3  

plus: Cash Consideration for dissenter's shares

            187  

Preliminary estimate of consideration for Northumberland Bancorp

          $ 40,560  
                 

Fair Value of Assets Acquired:

               

Cash and cash equivalents

  $ 46,801          

Total investments (available for sale, equity securities and restricted)

    167,723          

Held-to-maturity securities, net

    2,603          

Loans, net

    426,495          

Premises and equipment

    10,477          

Core deposit intangible

    14,662          

Other intangible assets

    2,510          

Other assets

    22,908          

Total assets

    694,179          
                 

Fair Value of Liabilities Acquired:

               

Total deposits

    602,507          

Borrowed funds

    29,868          

Other liabilities

    3,919          

Total liabilities

    636,294          
                 

Net assets acquired

          $ 57,885  
                 

Preliminary goodwill (gain on bargain purchase) - Northumberland Bancorp

          $ (17,325 )

 

* Effective 8/1/2025 Mifflinburg Bancorp, Inc. changed its name to Steele Bancorp, Inc.        

 

11