UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended ~~June 30, 2022~~March 31, 2023


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

For the transition period from ________ to ________

Commission File Number: 000-21344

FIRST KEYSTONE CORPORATION

(Exact name of registrant as specified in its charter)


Pennsylvania		23-2249083
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


111 West Front Street, Berwick, PA		18603
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (570) 752-3671

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

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


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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. ☐

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

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



Title of each class	Trading symbol	Name of each exchange on which registered
Common stock	FKYS	OTC: Pink

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date:

Common Stock, $2 Par Value, ~~5,981,361~~6,039,939 shares as of ~~August~~May 3, ~~2022.~~2023.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

FIRST KEYSTONE CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS


	(Unaudited)				(Unaudited)
(Dollars in thousands, except share and per share data)	June 30,		December 31,		March 31,		December 31,
	2022		2021		2023		2022
ASSETS
Cash and due from banks	$	9,441	$	9,600	$	11,278	$	9,441
Interest-bearing deposits in other banks		783		51,738		1,035		1,297
Total cash and cash equivalents		10,224		61,338		12,313		10,738
Time deposits with other banks		—		247
Debt securities available-for-sale, at fair value		410,260		437,916		346,270		373,444
Marketable equity securities, at fair value		1,661		1,962		1,544		1,699
Restricted investment in bank stocks, at cost		5,753		1,919		8,352		7,136

Loans		804,055		746,835		862,068		858,398
Loans held for sale		765		6,006		115		71
Allowance for loan losses		(9,160)		(8,680)
Allowance for credit losses						(7,142)		(8,274)
Net loans		795,660		744,161		855,041		850,195
Premises and equipment, net		17,960		18,158		19,807		19,024
Operating lease right-of-use assets		1,013		1,025		1,548		1,541
Accrued interest receivable		4,473		4,361		4,035		4,391
Cash surrender value of bank owned life insurance		25,088		24,792		25,538		25,389
Investments in low-income housing partnerships		2,055		1,530		4,823		3,763
Goodwill		19,133		19,133		19,133		19,133
Deferred income taxes		6,844		—		7,927		9,129
Other assets		4,458		3,808		4,316		3,612
TOTAL ASSETS	$	1,304,582	$	1,320,350	$	1,310,647	$	1,329,194

LIABILITIES
Deposits:
Non-interest bearing	$	230,513	$	249,040	$	229,621	$	231,754
Interest bearing		763,095		828,929		718,294		761,745
Total deposits		993,608		1,077,969		947,915		993,499
Short-term borrowings		129,723		27,377		179,907		153,418
Long-term borrowings		25,000		35,000		25,000		25,000
Subordinated debentures		25,000		25,000		25,000		25,000
Operating lease liabilities		1,495		1,499		2,041		2,029
Accrued interest payable		273		251		1,289		563
Deferred income taxes		—		631
Other liabilities		4,104		4,068		4,469		9,299
TOTAL LIABILITIES		1,179,203		1,171,795		1,185,621		1,208,808

STOCKHOLDERS’ EQUITY
Preferred stock, par value $2.00 per share; authorized 1,000,000 shares as of June 30, 2022 and December 31, 2021; issued 0 as of June 30, 2022 and December 31, 2021		0		0
Common stock, par value $2.00 per share; authorized 20,000,000 shares as of June 30, 2022 and December 31, 2021; issued 6,212,972 as of June 30, 2022 and 6,178,835 as of December 31, 2021; outstanding 5,981,361 as of June 30, 2022 and 5,947,223 as of December 31, 2021		12,426		12,358
Preferred stock, par value $2.00 per share; authorized 1,000,000 shares as of March 31, 2023 and December 31, 2022; issued 0 as of March 31, 2023 and December 31, 2022						—		—
Common stock, par value $2.00 per share; authorized 20,000,000 shares as of March 31, 2023 and December 31, 2022; issued 6,271,550 as of March 31, 2023 and 6,250,763 as of December 31, 2022; outstanding 6,039,939 as of March 31, 2023 and 6,019,152 as of December 31, 2022						12,543		12,502
Surplus		41,691		40,940		42,820		42,439
Retained earnings		97,409		93,378		101,152		100,712
Accumulated other comprehensive (loss) income		(20,438)		7,588
Treasury stock, at cost, 231,611 shares as of June 30, 2022 and 231,612 shares as of December 31, 2021		(5,709)		(5,709)
Accumulated other comprehensive loss						(25,780)		(29,558)
Treasury stock, at cost, 231,611 shares as of March 31, 2023 and December 31, 2022						(5,709)		(5,709)

TOTAL STOCKHOLDERS’ EQUITY		125,379		148,555		125,026		120,386
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,304,582	$	1,320,350	$	1,310,647	$	1,329,194

See accompanying notes to consolidated financial statements.

FIRST KEYSTONE CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

~~THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021~~

(Unaudited)


(Dollars in thousands, except per share data)	Three Months Ended				Six Months Ended				Three Months Ended
	June 30,				June 30,				March 31,
	2022		2021		2022		2021		2023		2022

INTEREST INCOME
Interest and fees on loans	$	8,486	$	7,989	$	16,662	$	16,143	$	9,911	$	8,176
Interest and dividend income on securities:
Taxable		1,716		1,360		3,287		2,600		2,868		1,571
Tax-exempt		849		862		1,685		1,702		350		836
Dividends		11		12		24		24		12		13
Dividend income on restricted investment in bank stocks		49		27		70		53		164		21
Interest on interest-bearing deposits in other banks		—		9		12		12		2		12
Total interest income		11,111		10,259		21,740		20,534		13,307		10,629
INTEREST EXPENSE
Interest on deposits		706		783		1,391		1,578		3,051		685
Interest on short-term borrowings		182		20		210		40		2,047		28
Interest on long-term borrowings		168		211		358		428		132		190
Interest on subordinated debt		274		274		544		547		273		270
Total interest expense		1,330		1,288		2,503		2,593		5,503		1,173
Net interest income		9,781		8,971		19,237		17,941		7,804		9,456
Provision for loan losses		218		135		437		270
Net interest income after provision for loan losses		9,563		8,836		18,800		17,671
Provision for credit losses										—		219
Net interest income after provision for credit losses										7,804		9,237
NON-INTEREST INCOME
Trust department		268		265		518		518		230		250
Service charges and fees		549		481		1,058		856		525		509
Increase in cash surrender value of life insurance		148		150		296		299		149		148
ATM fees and debit card income		558		568		1,067		1,084		532		509
Net (losses) gains on sales of mortgage loans		—		308		(34)		662
Net securities (losses) gains		(68)		28		(131)		143
Net gains (losses) on sales of mortgage loans										17		(34)
Net securities losses										(56)		(63)
Other		59		65		129		178		55		70
Total non-interest income		1,514		1,865		2,903		3,740		1,452		1,389
NON-INTEREST EXPENSE
Salaries and employee benefits		3,462		3,461		7,016		6,761		4,386		3,554
Occupancy, net		478		483		970		980		528		492
Furniture and equipment expense		147		142		302		280		152		155
Computer expense		358		315		728		585		363		370
Professional services		370		273		668		532		435		298
Pennsylvania shares tax		324		313		648		626		241		324
FDIC insurance, net		120		120		257		207		176		137
ATM and debit card fees		242		283		370		483		307		128
Data processing fees		251		323		509		617		312		258
Foreclosed assets held for resale expense, net		—		—		—		3
Advertising		118		109		190		181		74		72
Other		725		725		1,453		1,489		779		728
Total non-interest expense		6,595		6,547		13,111		12,744		7,753		6,516
Income before income tax expense		4,482		4,154		8,592		8,667		1,503		4,110
Income tax expense		660		549		1,227		1,184		146		567
NET INCOME	$	3,822	$	3,605	$	7,365	$	7,483	$	1,357	$	3,543
PER SHARE DATA
Net income per share:
Basic	$	0.64	$	0.61	$	1.24	$	1.27	$	0.23	$	0.60
Diluted		0.64		0.61		1.24		1.27		0.23		0.60
Dividends per share		0.28		0.27		0.56		0.55		0.28		0.28

See accompanying notes to consolidated financial statements.

FIRST KEYSTONE CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ~~INCOME~~

~~THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021~~

(Unaudited)

(Dollars in thousands)

Three Months Ended

June 30,

March 31,

2022

2021

2023

2022

Net Income

3,822

3,605

Net income

1,357

3,543

Other comprehensive (loss) income:

Unrealized net holding (losses) gains on debt securities available-for-sale arising during the period, net of income taxes of $(2,850) and $583, respectively

(10,723)

2,198

Other comprehensive income (loss):

Unrealized net holding gains (losses) on debt securities available-for-sale arising during the period, net of income taxes of $1,025 and $(4,594), respectively

3,856

(17,282)

Less reclassification adjustment for net gains included in net income, net of income taxes of $(6) and $(0), respectively (a) (b)

(21)

—

Less reclassification adjustment for net gains included in net income, net of income taxes of $(21) and $(0), respectively (a) (b)

(78)

—

Total other comprehensive (loss) income

(10,744)

2,198

Total other comprehensive income (loss)

3,778

(17,282)

Total Comprehensive (Loss) Income

(6,922)

5,803

Total Comprehensive Income (Loss)

5,135

(13,739)

(Dollars in thousands)

Six Months Ended

June 30,


2022

2021


Net Income

$
7,365

$
7,483





Other comprehensive loss:





Unrealized net holding losses on debt securities available-for-sale arising during the period, net of income taxes of $(7,445) and $(459), respectively

(28,006)

(1,725)

Less reclassification adjustment for net gains included in net income, net of income taxes of $(6) and $(0), respectively (a) (b)

(21)

—

Total other comprehensive loss

(28,027)

(1,725)

Total Comprehensive (Loss) Income

$
(20,662)

$
5,758

______________________________

(a)

Gross amounts are included in net securities ~~(losses) gains~~losses on the consolidated statements of income in non-interest income.

(b)

Income tax amounts are included in income tax expense on the consolidated statements of income.

See accompanying notes to consolidated financial statements.

FIRST KEYSTONE CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

~~SIX~~THREE MONTHS ENDED ~~JUNE 30,~~MARCH 31, 2023 AND 2022 ~~AND 2021~~

(Unaudited)

Accumulated

(Dollars in thousands, except

Other

Total
per share data)

Common Stock

Retained

Comprehensive

Treasury

Stockholders’


Shares

Amount

Surplus

Earnings

(Loss) Income

Stock

Equity
Balance at January 1, 2022

6,178,835

$
12,358

$
40,940

$
93,378

$
7,588

$
(5,709)

$
148,555
Net Income







3,543





3,543
Other comprehensive loss, net of taxes









(17,282)



(17,282)
Issuance of common stock under dividend reinvestment plan

16,297

32

372







404
Dividends - $0.28 per share







(1,665)





(1,665)
Balance at March 31, 2022

6,195,132

$
12,390

$
41,312

$
95,256

$
(9,694)

$
(5,709)

$
133,555
Net Income

3,822

3,822
Other comprehensive loss, net of taxes

(10,744)

(10,744)
Issuance of common stock under dividend reinvestment plan

17,840

36

379

415
Dividends - $0.28 per share

(1,669)

(1,669)
Balance at June 30, 2022

6,212,972

$
12,426

$
41,691

$
97,409

$
(20,438)

$
(5,709)

$
125,379


								Accumulated
(Dollars in thousands, except								Other				Total
per share data)	Common Stock					Retained		Comprehensive		Treasury		Stockholders’
	Shares	Amount		Surplus		Earnings		Loss		Stock		Equity
Balance at January 1, 2023	6,250,763	$	12,502	$	42,439	$	100,712	$	(29,558)	$	(5,709)	$	120,386
Cumulative effect of adoption of ASU No. 2016-13							768						768
Net income							1,357						1,357
Other comprehensive income, net of taxes									3,778				3,778
Issuance of common stock under dividend reinvestment plan	20,787		41		381								422
Dividends - $0.28 per share							(1,685)						(1,685)
Balance at March 31, 2023	6,271,550	$	12,543	$	42,820	$	101,152	$	(25,780)	$	(5,709)	$	125,026

Accumulated

(Dollars in thousands, except

Other

Total
per share data)

Common Stock

Retained

Comprehensive

Treasury

Stockholders’


Shares

Amount

Surplus

Earnings

Income

Stock

Equity
Balance at January 1, 2021

6,115,281

$
12,231

$
39,543

$
85,307

$
12,870

$
(5,709)

$
144,242
Net Income







3,878





3,878
Other comprehensive loss, net of taxes









(3,923)



(3,923)
Issuance of common stock under dividend reinvestment plan

16,304

32

351







383
Dividends - $0.28 per share







(1,647)





(1,647)
Balance at March 31, 2021

6,131,585

$
12,263

$
39,894

$
87,538

$
8,947

$
(5,709)

$
142,933
Net Income

3,605

3,605
Other comprehensive income, net of taxes

2,198

2,198
Issuance of common stock under dividend reinvestment plan

14,976

30

329

359
Dividends - $0.27 per share

(1,593)

(1,593)
Balance at June 30, 2021

6,146,561

$
12,293

$
40,223

$
89,550

$
11,145

$
(5,709)

$
147,502



Balance at January 1, 2022	6,178,835	$	12,358	$	40,940	$	93,378	$	7,588	$	(5,709)	$	148,555
Net income							3,543						3,543
Other comprehensive loss, net of taxes									(17,282)				(17,282)
Issuance of common stock under dividend reinvestment plan	16,297		32		372								404
Dividends - $0.28 per share							(1,665)						(1,665)
Balance at March 31, 2022	6,195,132	$	12,390	$	41,312	$	95,256	$	(9,694)	$	(5,709)	$	133,555

See accompanying notes to consolidated financial statements.

FIRST KEYSTONE CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

~~SIX~~THREE MONTHS ENDED ~~JUNE 30,~~MARCH 31, 2023 AND 2022 ~~AND 2021~~

(Unaudited)


(Dollars in thousands)	2022		2021		2023		2022

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	7,365	$	7,483	$	1,357	$	3,543
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		437		270
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Provision for credit losses						—		219
Depreciation and amortization		528		514		253		261
Net premium amortization on securities		1,633		1,366		400		838
Deferred income tax expense benefit		(25)		(150)
Net losses (gains) on sales of mortgage loans		34		(662)
Deferred income tax (benefit) expense						(6)		41
Net (gains) losses on sales of mortgage loans						(17)		34
Proceeds from sales of mortgage loans originated for sale		4,429		21,427		451		4,429
Originations of mortgage loans originated for sale		(6,068)		(20,490)		(478)		(3,201)
Net securities losses (gains)		131		(143)
(Increase) decrease in accrued interest receivable		(112)		170
Net securities losses						56		63
Decrease in accrued interest receivable						356		40
Increase in cash surrender value of bank owned life insurance		(296)		(299)		(149)		(148)
Net losses on disposals of premises and equipment		10		1		2		8
Increase in other assets		(639)		(1,116)		(706)		(655)
Amortization of investment in low-income housing partnerships		120		185		53		68
Increase (decrease) in accrued interest payable		22		(121)
Increase in other liabilities		37		241
NET CASH PROVIDED BY OPERATING ACTIVITIES		7,606		8,676
Increase in accrued interest payable						726		255
Decrease in other liabilities						(5,125)		(347)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES						(2,827)		5,448
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of equity securities and debt securities available-for-sale		170		—		23,230		—
Proceeds from maturities and redemptions of debt securities available-for-sale		28,871		30,836		8,425		14,635
Purchases of debt securities available-for-sale		(38,324)		(65,305)		—		(34,314)
Net decrease in time deposits with other banks		247		—		—		247
Net change in restricted investment in bank stocks		(3,834)		(359)		(1,216)		(1,130)
Net increase in loans		(50,331)		(21,649)		(3,683)		(27,411)
Purchase of premises and equipment		(325)		(131)		(868)		(97)
Purchase of investment in real estate venture		(645)		—		(1,113)		—
Proceeds from sales of foreclosed assets held for resale		—		28
NET CASH USED IN INVESTING ACTIVITIES		(64,171)		(56,580)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES						24,775		(48,070)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in deposits		(84,361)		125,859
Net decrease in deposits						(45,584)		(32,492)
Net increase in short-term borrowings		102,346		7,005		26,489		24,954
Repayment of finance lease obligations		(5)		(5)		(2)		(2)
Repayment of long-term borrowings		(10,000)		(10,000)
Common stock issued		805		729		409		388
Dividends paid		(3,334)		(3,240)		(1,685)		(1,665)
NET CASH PROVIDED BY FINANCING ACTIVITIES		5,451		120,348
NET CASH USED IN FINANCING ACTIVITIES						(20,373)		(8,817)

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(51,114)		72,444
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						1,575		(51,439)
CASH AND CASH EQUIVALENTS, BEGINNING		61,338		24,180		10,738		61,338
CASH AND CASH EQUIVALENTS, ENDING	$	10,224	$	96,624	$	12,313	$	9,899

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	2,481	$	2,714	$	4,777	$	918
Income taxes paid		949		1,401
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES
Purchased securities settling after quarter end		—		5,783
Loans transferred from held for sale portfolio		(6,652)		—
Common stock subscription receivable		14		13		13		16
Right-of-use assets obtained in exchange for lease liabilities		35		33		33		35

See accompanying notes to consolidated financial statements.

FIRST KEYSTONE CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 ― BASIS OF PRESENTATION, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND SUBSEQUENT EVENTS

The consolidated financial statements include the accounts of First Keystone Corporation (the “Corporation”) and its wholly owned subsidiary First Keystone Community Bank (the “Bank”) (collectively the “Company”). All significant intercompany accounts and transactions have been eliminated.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included. Operating results for the three ~~and six~~ months ended ~~June 30, 2022,~~March 31, 2023, are not necessarily indicative of the results for the year ending December 31, ~~2022.~~2023. For further information, refer to the consolidated financial statements and notes thereto included in First Keystone Corporation’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Subsequent Events

The Company has evaluated events and transactions occurring subsequent to the consolidated balance sheet date of ~~June 30, 2022~~March 31, 2023 for items that should potentially be recognized or disclosed in these consolidated financial statements. The evaluation was conducted through the date these consolidated financial statements were issued.

NOTE 2 ― RECENT ACCOUNTING STANDARDS UPDATES (“ASU”)

~~Recently adopted ASUs:~~

~~There were no ASUs adopted during the first two quarters of 2022.~~

~~Pending~~Adopted ASUs:

In ~~June 2016,~~January of 2023, the ~~FASB issued~~Corporation adopted ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326):Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 ~~requires~~required financial assets measured at amortized cost to be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU 2016-13 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2019. In November 2019, the FASB issued ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), to delay the effective date for smaller reporting companies to fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. It is currently unclear how the adoption of this standard will impact the Company’s consolidated financial statements, but the Company is currently evaluating the provisions of ASU 2016-13 to determine the potential impact that the adoption of the standard may have on the Company. The ~~Company has taken~~Corporation took steps to prepare for the implementation ~~when it becomes effective,~~over the past several years, such as: forming an internal committee, gathering pertinent data, consulting with outside professionals, subscribing to a new software system, and running existing and new methodologies concurrently through the period of implementation. The Corporation also completed a data and model validation analysis and prepared policies related to the adoption process. The Corporation adopted the ASU’s provisions using the modified retrospective method and evaluated the impact the current expected credit loss (“CECL”) model had on the accounting for credit losses, and recognized a one-time, cumulative-effect adjustment to retained earnings at the beginning of the first reporting period in which the new standard became effective. The cumulative-effect adjustment resulted in an increase to retained earnings of $768,000, an additional reserve for unfunded commitments of $147,000, a decrease in the allowance for credit losses of $1,119,000, and a decrease in deferred tax assets of $204,000, as outlined in the table on the next page. There was no impact on the securities portfolio upon adoption. This adoption method is considered a change in accounting principle requiring additional disclosure of the nature of and reason for the change, which is solely a result of the adoption of the required standard.



		January 1, 2023
		As Reported Under ASU 2016-13		Pre- ASU 2016-13 Adoption		Impact of ASU 2016-13 Adoption

Assets:
Allowance For Credit Losses	$	(7,155)	$	(8,274)	$	1,119
Deferred Income Taxes		8,925		9,129		(204)	A

Liabilities:
Other Liabilities		9,446		9,299		147	B

Equity:
Retained Earnings		101,480		100,712		768	C

A. Effect on deferred tax assets related to the adjustment to the allowance for credit losses and reserve for unfunded lending commitments from the adoption of ASU 2016-13 using a 21% tax rate

B. Adjustment to the reserve for unfunded lending commitments related to the adoption of ASU 2016-13

C. Adjustment to undistributed profits related to the adoption of ASU 2016-13

In ~~March 2022,~~January of 2023, the ~~FASB issued~~Corporation adopted ASU No. 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which ~~eliminates~~eliminated the accounting guidance on troubled debt restructurings (“TDRs”) by creditors that have adopted the ~~current expected credit losses (“CECL”)~~CECL model and enhances disclosure requirements for certain loan refinancing and restructurings by creditors made to borrowers experiencing financial

difficulty. The ASU also ~~amends~~amended the guidance on “vintage disclosures” to require disclosure of current-period gross charge-offs by year of origination. ~~For entities that have not yet~~The Corporation adopted ~~ASU 2016-13,~~ the ~~amendments~~ASU’s provisions using the modified retrospective method in ~~ASU 2022-02 are effective upon~~conjunction with the CECL adoption. The adoption of ASU ~~2016-13. Entities may elect~~2022-02 did not have a material impact on the Corporation’s consolidated financial statements.

Pending ASUs:

In March of 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-02, Investments- Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. ASU 2023-02 allows for standardization of accounting methodology for tax credit equity investments when certain requirements are met. The standard provides the ability for both current and prospective tax credit investors to ~~apply~~avoid the ~~guidance~~complexities of accounting for tax credits outside of the proportional amortization method. To qualify for the proportional amortization method, the following conditions must be met: 1. it is probable that the income tax credits allocable to the investor will be available, 2. the investor does not have the ability to exercise significant influence over the operating and financial policies of the underlying project, 3. substantially all of the projected benefits are from income tax credits and other income tax benefits, 4. the investor’s projected yield based solely on ~~TDR recognition~~the cash flows from the income tax credits and ~~measurement by using~~other income tax benefits is positive, and 5. the investor is a limited liability investor in the limited liability entity for both legal and tax purposes and the investor’s liability is limited to its capital investment. The amendments in this ASU will be applied either on a modified retrospective ~~transition method, which would result in~~basis or a cumulative-effect adjustment to retained earnings, or to adopt the amendments prospectively. If an entity elects to adopt the updated guidance on TDR recognition and measurement prospectively, the guidance should be applied to modifications occurring after the date of adoption.retrospective basis. The amendments ~~on TDR disclosures~~in this update are effective for public business entities for fiscal years, and ~~vintage disclosures should be adopted prospectively.~~interim periods within those fiscal years beginning after December 15, 2023. Early adoption is permitted for all entities in any interim period. The ~~Company plans to adopt ASU 2022-02 upon the adoption of ASU 2016-13 and~~Corporation is currently evaluating the provisions of ASU ~~2022-02~~2023-02 and ~~ASU 2016-13~~does not expect the adoption of the standard to ~~determine the potential~~have a material impact ~~the new standard will have~~ on the ~~Company’s consolidated~~Corporation’s financial statements.

NOTE 3 — SECURITIES

Debt Securities

The Company classifies its securities as either “Held-to-Maturity” or “Available-for-Sale” at the time of purchase. Securities are accounted for on a trade date basis. Debt securities are classified as Held-to-Maturity when the Company has the ability and positive intent to hold the securities to maturity. Securities classified as Held-to-Maturity are carried at cost adjusted for amortization of premium and accretion of discount to maturity.

Debt securities not classified as Held-to-Maturity are included in the Available-for-Sale category and are carried at fair value. The amount of any unrealized gain or loss, net of the effect of deferred income taxes, is reported as accumulated other comprehensive (loss) income (AOCI) in the consolidated balance sheets and consolidated statements of changes in stockholders’ equity. Management’s decision to sell Available-for-Sale securities is based on changes in economic conditions, controlling the sources and applications of funds, terms, availability of and yield of alternative investments, interest rate risk and the need for liquidity.

Equity securities with readily determinable fair values are stated at fair value with realized and unrealized gains and losses reported in income. Equity securities without readily determinable fair values are recorded at cost less impairment, if any.

The cost of debt securities classified as Held-to-Maturity or Available-for-Sale is adjusted for amortization of premiums to the earliest call date and accretion of discounts to expected maturity. Such amortization and accretion, as well as interest and dividends, are included in interest and dividend income from securities. Realized gains and losses are included in net securities gains and losses. The cost of securities sold, redeemed or matured is based on the specific identification method.

The Corporation invests in various forms of agency debt including residential and commercial mortgage-backed
securities and callable debt. The mortgage-backed agency securities are issued by Federal Home Loan Mortgage
Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”), Government National Mortgage
Association (“GNMA”) or Small Business Administration (“SBA”). The other mortgage-backed securities consist of private (non-agency) residential and commercial mortgage-backed securities. The municipal securities consist of general obligations and revenue bonds. Asset-backed securities consist of private (non-agency) student loan pools backed by the Federal Family Education LoanProgram (“FFELP”) which carry a 97% federal government guarantee. Corporate debt securities consist of senior debt and subordinated debt holdings.

There was no allowance for credit losses for Available-For-Sale debt securities as of March 31, 2023; therefore, it is not present in the table below. The amortized cost, related estimated fair value, and unrealized gains and losses for debt securities classified as ~~“Available-For-Sale”~~Available-For-Sale were as follows at ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021:~~2022:

Debt Securities Available-for-Sale

(Dollars in thousands)

Gross

Amortized

Unrealized

Fair

Amortized

Unrealized

Fair

June 30, 2022:

Cost

Gains

Losses

Value

March 31, 2023:

Cost

Gains

Losses

Value

U.S. Treasury securities

20,228

—

(1,270)

18,958

7,860

—

(894)

6,966

Obligations of U.S. Government Agencies and Sponsored Agencies:

Mortgage-backed

113,450

(9,219)

104,245

144,241

—

(13,125)

131,116

Other

5,988

(53)

5,939

10,260

210

(46)

10,424

Other mortgage backed securities

40,815

—

(2,259)

38,556

35,263

—

(3,246)

32,017

Obligations of state and political subdivisions

175,292

1,011

(11,767)

164,536

101,046

(11,594)

89,489

Asset backed securities

32,365

—

(1,005)

31,360

Asset-backed securities

34,444

138

(800)

33,782

Corporate debt securities

47,994

156

(1,484)

46,666

45,790

129

(3,443)

42,476

Total

436,132

1,185

(27,057)

410,260

378,904

514

(33,148)

346,270

Debt Securities Available-for-Sale
(Dollars in thousands)



Gross

Gross


Amortized

Unrealized

Unrealized

Fair
December 31, 2021:

Cost

Gains

Losses

Value
U.S. Treasury securities

$
7,825

$
—

$
(96)

$
7,729
Obligations of U.S. Government Agencies and Sponsored Agencies:

Mortgage-backed

116,039

560

(1,688)

114,911
Other

7,636

5

(65)

7,576
Other mortgage backed securities

39,881

99

(430)

39,550
Obligations of state and political subdivisions

175,021

11,709

(554)

186,176
Asset backed securities

36,555

143

(156)

36,542
Corporate debt securities

45,354

448

(370)

45,432
Total

$
428,311

$
12,964

$
(3,359)

$
437,916

Securities Available-for-Sale with an aggregate fair value of $288,785,000 at June 30, 2022 and $401,861,000 at December 31, 2021, were pledged to secure public funds, trust funds, securities sold under agreements to repurchase and the Federal Discount Window aggregating $236,643,000 at June 30, 2022 and $318,074,000 at December 31, 2021.

The amortized cost and estimated fair value of debt securities, by contractual maturity, are shown below at June 30, 2022. 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.

June 30, 2022

Debt Securities Available-For-Sale
(Dollars in thousands)

U.S. Government

Other

Obligations

Agency &

Mortgage

of State

Asset

Corporate

U.S. Treasury

Sponsored Agency

Backed Debt

& Political

Backed

Debt


Securities

Obligations¹

Securities¹

Subdivisions

Securities

Securities
Within 1 Year:












Amortized cost

$
—

$
—

$
—

$
2,553

$
—

$
1,536
Fair value

—

—

—

2,554

—

1,534

1 - 5 Years:

Amortized cost

12,389

323

7,941

21,300

33

13,212
Fair value

11,902

321

7,748

21,056

33

13,246

5 - 10 Years:

Amortized cost

7,839

13,904

2,713

30,191

—

33,246
Fair value

7,056

13,834

2,615

29,294

—

31,886

After 10 Years:

Amortized cost

—

105,211

30,161

121,248

32,332

—
Fair value

—

96,029

28,193

111,632

31,327

—

Total:












Amortized cost

$
20,228

$
119,438

$
40,815

$
175,292

$
32,365

$
47,994
Fair value

18,958

110,184

38,556

164,536

31,360

46,666

¹	~~Mortgage-backed securities are allocated for maturity reporting at their original maturity date.~~

There were no aggregate securities with a single issuer (excluding the U.S. Government and U.S. Government Agencies and Corporations) which exceeded ten percent of consolidated stockholders’ equity at June 30, 2022. The quality rating of the obligations of state and political subdivisions are generally investment grade, as rated by Moody’s,

~~Standard and Poor’s or Fitch. The typical exceptions are local issues which are not rated, but are secured by the full faith and credit obligations of the communities that issued these securities.~~

There were 0 proceeds from sales of investments in Debt Securities Available-For-Sale for the three months ended June 30, 2022 and 2021. Therefore, there were 0 gains or losses realized during these periods. There were 0 impairment losses realized on Debt Securities Available-For-Sale during the three months ended June 30, 2022 or 2021.

There were 0 proceeds from sales of investments in Debt Securities Available-For-Sale for the six months ended June 30, 2022 and 2021. Therefore , there were 0 gains or losses realized during these periods. There were 0 impairment losses realized on Debt Securities Available-For-Sale during the six months ended June 30, 2022 or 2021.

At June 30, 2022 and December 31, 2021, the Company had $1,661,000 and $1,962,000, respectively, in equity securities recorded at fair value. The following is a summary of unrealized and realized gains and losses recognized in net income on equity securities during the six months ended June 30, 2022 and 2021:


					Debt Securities Available-for-Sale
(Dollars in thousands)	Six months ended		Six months ended				Gross		Gross
	June 30, 2022		June 30, 2021		Amortized		Unrealized		Unrealized		Fair
Net (losses) and gains recognized during the period on equity securities	$	(158)	$	143
Less: Net gains recognized during the period on equity securities sold during the period		27		—
Net (losses) and gains recognized during the reporting period on equity securities still held at the reporting date	$	(131)	$	143
December 31, 2022:					Cost		Gains		Losses		Value
U.S. Treasury securities					$	7,853	$	—	$	(1,052)	$	6,801
Obligations of U.S. Government Agencies and Sponsored Agencies:
Mortgage-backed						146,707		—		(15,032)		131,675
Other						10,992		233		(45)		11,180
Other mortgage backed securities						36,767		—		(3,079)		33,688
Obligations of state and political subdivisions						125,176		266		(14,753)		110,689
Asset-backed securities						37,526		—		(1,108)		36,418
Corporate debt securities						45,838		183		(3,028)		42,993
Total					$	410,859	$	682	$	(38,097)	$	373,444

~~There~~Securities Available-for-Sale with an aggregate fair value of $254,601,000 at March 31, 2023 and $315,836,000 at December 31, 2022, were ~~0 proceeds from sales of investments in Held-to-Maturity debt~~pledged to secure public funds, trust funds, securities ~~during the six months ended June 30, 2022 or 2021. Therefore, there were 0 gains or losses realized during these periods.~~

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. Securities classified as Available-for-Sale or Held-to-Maturity are generally evaluated for OTTIsold under ~~FASB ASC 320,~~ ~~Investments - Debt and Equity Securities~~~~. In determining OTTI under the FASB ASC 320 model, management considers many factors, including (1) the length of time~~agreements to repurchase and the ~~extent to which the fair value has been less than cost, (2) the financial condition~~Federal Discount Window aggregating $202,659,000 at March 31, 2023 and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the entity has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management$241,385,000 at ~~a point in time.~~

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

The Company and its investment advisors monitor the entire portfolio monthly with particular attention given to securities in a continuous loss position of at least ten percent for over twelve months. Based on the factors described above, management did not consider any securities to be other-than-temporarily impaired at June 30, 2022 or December 31, ~~2021.~~2022.

The amortized cost and estimated fair value of debt securities, by contractual maturity, are shown below at March 31, 2023. 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.


			March 31, 2023
			Debt Securities Available-For-Sale
(Dollars in thousands)				U.S. Government		Other		Obligations
				Agency &		Mortgage		of State		Asset		Corporate
	U.S. Treasury			Sponsored Agency		Backed Debt		& Political		Backed		Debt
	Securities			Obligations¹		Securities¹		Subdivisions		Securities		Securities
Within 1 Year:
Amortized cost	$	—		$	—	$	2,003	$	2,430	$	—	$	12,594
Fair value		—			—		1,943		2,421		—		12,610

1 - 5 Years:
Amortized cost		2,892			802		6,465		18,175		—		—
Fair value		2,601			792		6,233		17,582		—		—

5 - 10 Years:
Amortized cost		4,968			16,009		941		20,636		2,395		33,196
Fair value		4,365			16,145		915		18,145		2,381		29,866

After 10 Years:
Amortized cost		—			137,690		25,854		59,805		32,049		—
Fair value		—			124,603		22,926		51,341		31,401		—

Total:
Amortized cost	$	7,860		$	154,501	$	35,263	$	101,046	$	34,444	$	45,790
Fair value		6,966			141,540		32,017		89,489		33,782		42,476

¹	Mortgage-backed securities are allocated for maturity reporting at their original maturity date.

At March 31, 2023, the Corporation had holdings of securities from one issuer in excess of ten percent of consolidated stockholders’ equity, other than the U.S. Government and U.S. Government Agencies and Corporations. Holdings in Sallie Mae Bank securities had a fair value of $16,601,000 as of March 31, 2023. There were no aggregate holdings of securities with a single issuer (excluding the U.S. Government and U.S. Government Agencies and Corporations) which exceeded ten percent of consolidated stockholders’ equity at March 31, 2022. The quality rating of the obligations of state and political subdivisions are generally investment grade, as rated by Moody’s, Standard and Poor’s or Fitch. The typical exceptions are local issues which are not rated, but are secured by the full faith and credit obligations of the communities that issued these securities.

Proceeds from sales of Debt Securities Available-For-Sale for the three months ended March 31, 2023 and 2022 were $23,230,000 and $0, respectively. Gross gains realized on these sales were $447,000 and $0, respectively. Gross losses on these sales were $348,000 and $0 respectively.

The summary below shows the gross unrealized losses and fair value of the Company’s debt securities. Totals are aggregated by investment category where individual securities have been in a continuous loss position for less than 12 months or 12 months or more as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021:~~2022:

~~June 30, 2022~~March 31, 2023

(Dollars in thousands)

Less Than 12 Months

12 Months or More

Total

Less Than 12 Months

12 Months or More

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Available-for-Sale:

Value

Loss

Value

Loss

Value

Loss

Value

Loss

Value

Loss

Value

Loss

U.S. Treasury securities

18,958

(1,270)

—

18,958

(1,270)

—

6,966

(894)

6,966

(894)

Obligations of U.S. Government Agencies and Sponsored Agencies:

Mortgage-backed

83,061

(6,799)

18,270

(2,420)

101,331

(9,219)

44,669

(485)

86,447

(12,640)

131,116

(13,125)

Other

201

(1)

5,463

(52)

5,664

(53)

1,484

(4)

2,860

(42)

4,344

(46)

Other mortgage-backed debt securities

31,323

(1,646)

7,234

(613)

38,557

(2,259)

2,004

(78)

30,013

(3,168)

32,017

(3,246)

Obligations of state and political subdivisions

100,845

(9,382)

9,718

(2,385)

110,563

(11,767)

3,423

(13)

80,843

(11,581)

84,266

(11,594)

Asset backed securities

24,945

(445)

6,415

(560)

31,360

(1,005)

Asset-backed securities

3,450

(32)

19,263

(768)

22,713

(800)

Corporate debt securities

31,256

(1,324)

5,590

(160)

36,846

(1,484)

7,841

(604)

29,006

(2,839)

36,847

(3,443)

Total

290,589

(20,867)

52,690

(6,190)

343,279

(27,057)

62,871

(1,216)

255,398

(31,932)

318,269

(33,148)

December 31, ~~2021~~2022


(Dollars in thousands)	Less Than 12 Months				12 Months or More				Total				Less Than 12 Months				12 Months or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
Available-for-Sale:	Value		Loss		Value		Loss		Value		Loss		Value		Loss		Value		Loss		Value		Loss
U.S. Treasury securities	$	7,729	$	(96)	$	—	$	—	$	7,729	$	(96)	$	—	$	—	$	6,801	$	(1,052)	$	6,801	$	(1,052)
Obligations of U.S. Government Agencies and Sponsored Agencies:
Mortgage-backed		66,195		(1,271)		11,697		(417)		77,892		(1,688)		61,067		(2,184)		65,174		(12,848)		126,241		(15,032)
Other		—		—		6,687		(65)		6,687		(65)		1,589		(2)		3,168		(43)		4,757		(45)
Other mortgage-backed debt securities		11,036		(225)		7,362		(205)		18,398		(430)		16,167		(962)		17,521		(2,117)		33,688		(3,079)
Obligations of state and political subdivisions		25,867		(362)		3,931		(192)		29,798		(554)		56,565		(5,881)		35,704		(8,872)		92,269		(14,753)
Asset backed securities		11,232		(49)		6,315		(107)		17,547		(156)
Asset-backed securities														24,136		(405)		12,282		(703)		36,418		(1,108)
Corporate debt securities		19,485		(315)		3,445		(55)		22,930		(370)		15,827		(1,073)		18,345		(1,955)		34,172		(3,028)
Total	$	141,544	$	(2,318)	$	39,437	$	(1,041)	$	180,981	$	(3,359)	$	175,351	$	(10,507)	$	158,995	$	(27,590)	$	334,346	$	(38,097)

The Company invests in various forms of agency debt including residential and commercial mortgage-backed securities and callable debt. The mortgage-backed agency securities are issued by Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”), Government National Mortgage Association (“GNMA”) or Small Business Administration (“SBA”). The other mortgage-backed securities consist of private (non-agency) residential and commercial mortgage backed securities. The municipal securities consist of general obligations and revenue bonds. Asset backed securities consist of bonds backed by consumer loans. CorporateThere were 173 individual debt securities ~~consist of senior debt and subordinated debt holdings.~~

~~The fair market value of the above securities is influenced by market interest rates, prepayment speeds on mortgage securities, bid-offer spreads~~ in the market place and credit premiums for various types of agency debt. These factors change continuously and therefore the market value of these securities may be higher or lower than the Company’s carrying value at any measurement date. Management does not believe any of their 153 debt securities with a less than one year unrealized loss position, or any of their 31 debt securities with a one year or greateran unrealized loss position as of ~~June 30,~~March 31, 2023, with a combined depreciation in value representing 8.61% of the debt securities portfolio. There were 183 individual debt securities in an unrealized loss position as of December 31, 2022, ~~represent~~with their combined depreciation in value representing 9.11% of the debt securities portfolio.

Available-for-sale debt securities are required to be individually evaluated for impairment in accordance with ASC 326, Financial Instruments – Credit Losses. Management evaluates debt securities for impairment where there has been a decline in fair value below the amortized cost basis of a debt security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby Management compares the present value of expected cash flows with the amortized cost basis of the debt security. The credit loss component would be recognized through the provision for credit losses and the creation of an ~~other-than-temporary impairment, as~~allowance for credit losses. Consideration is given to (1) the ~~unrealized losses relate principally~~financial condition and near-term prospects of the issuer, (2) the outlook for receiving the contractual cash flows of the investments, (3) the length of time and the extent to which the fair value has been less than cost, (4) our intent and ability to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value or whether it is more-likely-than-not that we will be required to sell the debt security prior to recovering its fair value, (5) the anticipated outlook for changes in the general level of interest rates, ~~subsequent to the acquisition of the specific securities. The Company expects to collect all principal~~(6) credit ratings, (7) third party guarantees, and ~~interest payments defined under the original terms as all contracted payments on securities in the portfolio are current as of June 30, 2022.~~(8) collateral values. In analyzing an

1112

issuer’s financial condition, management considers whether the debt securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the results of reviews of the issuer’s financial condition, and the issuer’s anticipated ability to pay the contractual cash flows of the debt securities. All issues of U.S. Treasury and Agency-Backed debt securities have the full faith and credit backing of the United States Government or one of its agencies. All other debt securities that do not have a zero expected credit loss are evaluated quarterly to determine whether there is a credit loss associated with a decline in fair value.

The Company made a policy election to exclude accrued interest receivable from the amortized cost basis of debt securities available for sale. Accrued interest receivable on debt securities available for sale is reported as a component of accrued interest receivable on the Company’s consolidated balance sheet and totaled $2,122,000 as of March 31, 2023. Accrued interest receivable on debt securities available for sale is excluded from the estimate of credit losses.

All debt securities available for sale in an unrealized loss position as of March 31, 2023, continue to perform as scheduled and we do not believe that there is a credit loss or that a provision for credit losses is necessary. Also, as part of our evaluation of our intent and ability to hold debt securities for a period of time sufficient to allow for any anticipated recovery in the market, we consider our investment strategies, cash flow needs, liquidity position, capital adequacy and interest rate risk position. We do not currently intend to sell the debt securities within the portfolio and it is not more-likely-than-not that we will be required to sell the debt securities.

Management continues to monitor all of our debt securities with a high degree of scrutiny. There can be no assurance that we will not conclude in future periods that conditions existing at that time indicate some or all of its debt securities may be sold or would require a charge to earnings as a provision for credit losses in such periods.

Equity Securities

At March 31, 2023 and December 31, 2022, the Company had $1,544,000 and $1,699,000, respectively, in equity securities recorded at fair value. The following is a summary of realized gains and losses recognized in net income on equity securities during the three months ended March 31, 2023 and 2022:


(Dollars in thousands)	Three months ended		Three months ended
	March 31, 2023		March 31, 2022
Net losses from market value fluctuations recognized during the period on equity securities	$	(155)	$	(63)
Less: Net gains recognized during the period on equity securities sold during the period		—		—
Net losses recognized during the reporting period on equity securities still held at the reporting date	$	(155)	$	(63)

Management evaluates equity securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. Equity securities are generally evaluated for OTTI under FASB ASC 320, Investments - Debt and Equity Securities. In determining OTTI under the FASB ASC 320 model, management considers many factors, including (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the entity has the intent to sell the equity security or more likely than not will be required to sell the equity security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time. If an impairment loss on an equity security is considered to be other-than-temporary, a loss in the amount of the difference between the cost and fair value of the

security is recognized. Once the impairment is recorded, this becomes the new cost basis of the equity security and cannot be adjusted upward if there is a subsequent recovery in the fair value of the security.

The Company monitors the equity securities portfolio monthly with particular attention given to securities in a continuous loss position of at least ten percent for over twelve months. Based on the factors described above, management did not consider any equity securities to be other-than-temporarily impaired at March 31, 2023 or December 31, 2022.

NOTE 4 — LOANS AND ALLOWANCE FOR ~~LOAN~~CREDIT LOSSES

Loans

Net loans are stated at their outstanding recorded investment, net of deferred fees and costs, unearned income and the allowance for ~~loan~~credit losses. Interest on loans is recognized as income over the term of each loan, generally, by the accrual method. Loan origination fees and certain direct loan origination costs have been deferred with the net amount amortized using the straight line method or the interest method over the contractual life of the related loans as an interest yield adjustment.

The loans receivable portfolio is segmented into ~~commercial, residential and consumer loans. Commercial loans consist of~~ the following ~~classes:~~segments: Real Estate (including both commercial and residential loans), Agricultrual, Commercial and Industrial, Consumer, and ~~Commercial~~ State and Political Subdivisions.

Real ~~Estate.~~Estate Lending

The Company engages in real estate lending to commercial borrowers in its primary market area and surrounding areas. The commercial component of the Company’s Real Estate portfolio is secured primarily by commercial retail space, commercial office buildings, residential housing and hotels. Generally, these loans have terms that do not exceed twenty years, have loan-to-value ratios of up to eighty percent of the value of the collateral property, and are typically supported by personal guarantees of the borrowers.

In underwriting these loans, the Company performs a thorough analysis of the financial condition of the borrower, the borrower’s credit history, and the reliability and predictability of the cash flow generated by the property securing the loan. The value of the property is determined by either independent appraisers or internal evaluations performed by Bank officers.

Real estate loans secured by commercial properties generally present a higher level of risk than loans secured by residential real estate. Repayment of loans secured by commercial real estate is typically dependent upon the successful operation of the related real estate project and/or the effect of the general economic conditions on income producing properties.

The residential component of the Company’s Real Estate portfolio is comprised of one-to-four family residential mortgage loan originations, home equity term loans and home equity lines of credit. These loans are generated by the Company’s marketing efforts, its present customers, walk-in customers and referrals. These loans are originated primarily with customers from the Company’s market area.

The Company’s one-to-four family residential mortgage originations are secured principally by properties located in its primary market area and surrounding areas. The Company offers fixed-rate mortgage loans with terms up to a maximum of thirty years for both permanent structures and those under construction. Loans with terms of thirty years are normally held for sale and sold without recourse; most of the residential mortgages held in the Company’s residential real estate portfolio have maximum terms of twenty years. Generally, the majority of the Company’s residential mortgage loans originate with a loan-to-value of eighty percent or less, or those with private mortgage insurance at ninety-five percent or less. Home equity term loans are secured by the borrower’s primary residence and typically have a maximum loan-to-value of eighty percent and a maximum term of fifteen years. In general, home equity

lines of credit are secured by the borrower’s primary residence with a maximum loan-to-value of eighty percent and a maximum term of twenty years.

In underwriting one-to-four family residential mortgage loans, the Company evaluates the borrower’s ability to make monthly payments, the borrower’s prior loan repayment history and the value of the property securing the loan. The ability and willingness to repay is assessed based upon the borrower’s employment history, current financial conditions and credit background. A majority of the properties securing residential real estate loans made by the Company are appraised by independent appraisers. The Company generally requires mortgage loan borrowers to obtain an attorney’s title opinion or title insurance and fire and property insurance, including flood insurance, if applicable.

Residential mortgage loans, home equity term loans and home equity lines of credit generally present a lower level of risk than consumer loans because they are secured by the borrower’s primary residence. Risk is increased when the Company is in a subordinate position, especially to another lender, for the loan collateral.

Residential mortgage loans held for sale are carried at the lower of cost or market on an aggregate basis determined by independent pricing from appropriate federal or state agency investors. These loans are sold without recourse. Loans held for sale amounted to $115,000 and $71,000 at March 31, 2023 and December 31, 2022, respectively.

Agricultural Lending

The Company originates agricultural loans to individuals in the farming industry for funding the production of crops or to purchase or refinance capital assets such as farmland, livestock, machinery, equipment, and farm real estate improvements. Agricultural loans are typical secured by collateral related to the farming activities. These loans originate from customers within our primary market area or the surrounding areas.

In underwriting agricultural loans, an analysis is performed regarding the borrower’s ability to repay the loan, the borrower’s capital and collateral, and the past, present, and future cash flows of the borrower, as well as the agricultural industry as a whole. In general, these loans would be secured by cropland, pastureland, orchardland, or timberland that is committed to ongoing management and agricultural production, with a maximum loan-to-value ratio of 70% and a maximum term of ten years.

Commercial and Industrial Lending

The Company originates commercial and industrial loans principally to businesses located in its primary market area and surrounding areas. These loans are used for various business purposes, which include short-term loans and lines of credit to finance machinery and equipment, inventory and accounts receivable. Generally, the maximum term for loans extended on machinery and equipment is based on the projected useful life of such machinery and equipment. Most business lines of credit are written on demand and are reviewed annually.

Commercial and industrial loans are generally secured with short-term assets; however, in many cases, additional collateral such as real estate is provided as additional security for the loan. Loan-to-value maximum thresholds have been established by the Company and are specific to the type of collateral. Collateral values may be determined using invoices, inventory reports, accounts receivable aging reports, business financial statements, collateral appraisals or internal evaluations, etc. Commercial and industrial loans are typically supported by personal guarantees of the borrower.

In underwriting commercial and industrial loans, an analysis is performed to evaluate the borrower’s character and capacity to repay the loan, the adequacy of the borrower’s capital and collateral, as well as the conditions affecting the borrower. Evaluation of the borrower’s past, present and future cash flows is also an important aspect of the Company’s analysis of the borrower’s ability to repay.

Commercial and industrial loans generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions. Commercial and industrial loans are typically made on the basis of the

borrower’s ability to make repayment from cash flows from the borrower’s primary business activities. As a result, the availability of funds for the repayment of commercial and industrial loans is dependent on the success of the business itself, which in turn, is likely to be dependent upon the general economic environment.

SBA Paycheck Protection Program (“PPP”) loans that have been issued by the Company as a result of the enactment of the Coronavirus Aid Relief and Economic Security Act (“CARES Act”) in response to the economic impact of the COVID-19 pandemic are included in the Company’s Commercial and Industrial portfolio and are underwritten according to all terms and conditions pursuant to the PPP as administered by the SBA under the CARES Act. ~~See~~The PPP loans have 1.00% interest rates, lender fees, two or five-year terms (depending on date of origination), and may qualify for forgiveness. These loans funded by the ~~Coronavirus Pandemic Impact on~~Company are subject to the ~~Loan Portfolio section on page 14~~terms and conditions applicable to all loans made pursuant to the PPP, as administered by the SBA under the CARES Act. The PPP calls for ~~more information regarding~~these loans to be fully guaranteed by the ~~Company’s underwriting~~SBA. PPP loan origination fees and certain loan origination costs have been deferred with the net amount accreted using the straight line method over the contractual life of ~~these loans.~~

the related loans as an interest yield adjustment. If a loan is forgiven pursuant to the terms and conditions applicable to the PPP, the remaining origination fees and costs are recognized at the time of forgiveness. As of March 31, 2023, the Company held 2 PPP loans in its Commercial and ~~industrial~~Industrial portfolio carrying an aggregate balance of $101,000 which were granted during the first round of PPP issuance and did not qualify for forgiveness. At December 31, 2022, the Company held 2 PPP loans ~~generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions.~~in its Commercial and ~~industrial loans are typically made on~~Industrial portfolio carrying an aggregate balance of $113,000 which were granted during the ~~basis~~first round of ~~the borrower’s ability to make repayment from cash flows from the borrower’s primary business activities. As a result, the availability of funds~~PPP issuance and did not qualify for ~~the repayment of commercial and industrial loans is dependent on the success of the business itself, which in turn, is likely to be dependent upon the general economic environment.~~forgiveness.

As an addition to the commercial loans receivable portfolio, the Company may purchase the guaranteed portion of loans secured by the U.S. Government. The originating bank retains the unguaranteed portion of the loan. The loans are sponsored by one of the various government agencies including the SBA, United States Department of Agriculture (“USDA”), and the Farm Service Agency (“FSA”). Government Guaranteed Loans ("GGLs") carry no credit risk due to an unconditional and irrevocable guarantee (which is supported by the full faith and credit of the U.S. Government) on all principal and the balance of interest accruing through ninety days beyond the date that demand is made to the originating bank for repurchase of the loan. As of ~~June 30, 2022,~~March 31, 2023, the Company's balance of GGLs was ~~$5,267,000,~~$4,595,000, compared to ~~$3,829,000~~$4,631,000 at December 31, ~~2021.~~2022.

~~Commercial Real Estate Lending~~

The Company engages in commercial real estate lending in its primary market area and surrounding areas. The Company’s Commercial Real Estate portfolio is secured primarily by commercial retail space, commercial office buildings, residential housing and hotels. Generally, commercial real estate loans have terms that do not exceed twenty years, have loan-to-value ratios of up to ~~eighty~~ ~~percent of the value of the collateral property, and are typically supported by personal guarantees of the borrowers.~~

Commercial real estate loans generally present a higher level of risk than residential real estate secured loans. Repayment of loans secured by commercial real estate is typically dependent upon the successful operation of the related real estate project and/or the effect of the general economic conditions on income producing properties.

~~Residential Real Estate Lending (Including Home Equity)~~

The Company’s Residential Real Estate portfolio is comprised of one-to-four family residential mortgage loan originations, home equity term loans and home equity lines of credit. These loans are generated by the Company’s marketing efforts, its present customers, walk-in customers and referrals. These loans originate primarily within or with customers from the Company’s market area.

The Company’s one-to-four family residential mortgage originations are secured principally by properties located in its primary market area and surrounding areas. The Company offers fixed-rate mortgage loans with terms up to a maximum of thirty years for both permanent structures and those under construction. Loans with terms of thirty years are normally held for sale and sold without recourse; most of the residential mortgages held in the Company’s residential real estate portfolio have maximum terms of twenty years. Generally, the majority of the Company’s residential mortgage loans originate with a loan-to-value of ~~eighty~~ percent or less, or those with primary mortgage insurance at NaN percent or less. Home equity term loans are secured by the borrower’s primary residence and typically have a maximum loan-to-value of ~~eighty~~ ~~percent and a maximum term of fifteen years. In general, home equity lines of credit are secured by the borrower’s primary residence with a maximum loan-to-value of~~ ~~eighty~~ ~~percent and a maximum term of twenty years.~~

Residential mortgage loans held for sale are carried at the lower of cost or market on an aggregate basis determined by independent pricing from appropriate federal or state agency investors. These loans are sold without recourse. Loans held for sale amounted to $765,000 and $6,006,000 at June 30, 2022 and December 31, 2021, respectively.

Consumer Lending

The Company offers a variety of secured and unsecured consumer loans, including vehicle loans, stock secured loans and loans secured by financial institution deposits. These loans originate primarily ~~within or~~ with customers from the Company’s market area.

Consumer loan terms vary according to the type and value of collateral and creditworthiness of the borrower. In underwriting personal loans, a thorough analysis is performed regarding the borrower’s willingness and financial ability to repay the loan as agreed. The ability and willingness to repay is assessed based upon the borrower’s employment history, current financial condition and credit background.

Consumer loans may entail greater credit risk than residential real estate loans, particularly in the case of personal loans which are unsecured or are secured by rapidly depreciable assets, such as automobiles or recreational equipment. In such cases, repossessed collateral for a defaulted personal loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. In addition, personal loan collections are dependent on the borrower’s continuing financial stability and therefore, are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.

~~Coronavirus Pandemic Impact on~~State and Political Subdivisions Lending

The Company, from time to time, may originate loans to state and political subdivisions that are within the ~~Loan Portfolio~~

~~As a result~~Bank’s primary market area or surrounding areas. These loans may be either taxable or tax-free. These loans may be issued for the purpose of land improvement, infrastructure changes, bond refinances, or the purchase of equipment. State and political loans are typically secured by the taxing power of the ~~economic impact of~~borrowing entity. In some cases, the ~~COVID-19 coronavirus pandemic, the CARES Act was enacted in the United States on March 27, 2020. The Company is approved~~loans may also

be secured by the ~~SBA to fund loans under the SBA’s Paycheck Protection Program created~~property/item being purchased. Audited financial statements are required as part of the ~~CARES Act. The PPP~~underwriting for all state and political loans ~~have 1.00% interest rates, lender fees,~~ ~~two~~ ~~or five-year terms (depending on date~~and a full analysis of ~~origination), and may qualify for forgiveness. These loans funded by~~all components of the ~~Company are subject to~~audited statements is performed. If the ~~terms and conditions applicable to all loans made pursuant to the PPP, as administered by the SBA under the CARES Act. The PPP calls for these loans~~loan is to be ~~fully guaranteed by~~classified as tax-free, a letter from the ~~SBA. PPP~~entity’s solicitor stating such is required, as well.

The risk associated with these types of loans is considerably less than commercial loan ~~origination fees~~transactions. Repayment is based on the full faith, credit, and ~~certain loan origination costs have been deferred with the net amount accreted using the straight line method over the contractual life~~ability of the ~~related~~borrowing entity to tax and then collect the payments. Delinquency or loss on these types of loans ~~as an interest yield adjustment. If a loan~~ is forgiven pursuant to the terms and conditions applicable to the PPP, the remaining origination fees and costs are recognized at the time of forgiveness. All PPP loans are carried in the Company’s Commercial and Industrial loan portfolio. As of June 30, 2022, the Company held 3 PPP loans in its Commercial and Industrial portfolio which carried a balance of $146,000, of which 2 loans carrying an aggregate balance of $137,000 were granted during the first round of PPP issuance and 1 loan carrying a balance of $9,000 was granted during the second round of PPP issuance. At December 31, 2021, the Company held 122 PPP loans in its Commercial and Industrial portfolio, which carried an aggregate balance of $4,894,000, of which 2 loans carrying an aggregate balance of $160,000 were granted during the first round of PPP issuance and 120 loans carrying an aggregate balance of $4,734,000 were granted during the second round of PPP issuance.de minimus.

An additional provision of the CARES Act, Section 4013 provides financial institutions the option to suspend requirements to categorize certain loan modifications as troubled debt restructurings as long as specific criteria are met. To qualify, the loan modifications must be made on a good-faith basis in response to the COVID-19 pandemic, must occur between March 1, 2020 and the earlier of September 30, 2021 or the termination date of the national emergency related to the COVID-19 pandemic as declared by the President of the United States, and the loans must have been paid current (less than 30 days past due prior to any relief) as of December 31, 2019. In compliance with Section 4013 of the CARES Act, the Company granted modification requests to defer principal and/or interest payments or modify interest rates on various loans across all portfolio segments. Of the loan modifications that were granted in compliance with Section 4013 of the CARES Act, there were 0 loan modifications still actively on deferral as of June 30, 2022, compared to December 31, 2021 when there was 1 loan modification still actively on deferral carrying a balance of $9,423,000. See page 24 for additional information regarding the Section 4013 CARES Act modifications.

Delinquent Loans

Generally, a loan is considered to be past-due when scheduled loan payments are in arrears 10 days or more. Delinquent notices are generated automatically when a loan is 10 or 15 days past-due, depending on loan type. Collection efforts continue on past-due loans that have not been brought current, when it is believed that some chance exists for improvement in the status of the loan. Past-due loans are continually evaluated with the determination for charge-off being made when no reasonable chance remains that the status of the loan can be improved.

Commercial and industrial loans and ~~commercial~~ real estate loans issued for commercial purpose are charged off in whole or in part when they become sufficiently delinquent based upon the terms of the underlying loan contract and when a collateral deficiency exists. Because all or part of the contractual cash flows are not expected to be collected, the loan is considered to be impaired, and the Company estimates the impairment based on its analysis of the cash flows or collateral estimated at fair value less cost to sell. Should a GGL default, demand is made to the originating bank for repurchase of the loan. If the originating bank does not repurchase the loan, demand for repurchase is then made to the appropriate government agency which has provided the guarantee for the loan.

~~Residential real~~Real estate loans issued for residential purposes and consumer loans are charged off when they become sufficiently delinquent based upon the terms of the underlying loan contract and when the value of the underlying collateral is not sufficient to support the loan balance and a loss is expected. At that time, the amount of estimated collateral deficiency, if any, is charged off for loans secured by collateral, and all other loans are charged off in full. Loans with collateral are written down to the estimated fair value of the collateral less cost to sell.

Existing loans in which the borrower has declared bankruptcy are considered on a case by case basis to determine whether repayment is likely to occur ~~(eg.~~(e.g. reaffirmation by the borrower with demonstrated repayment ability). Otherwise, loans are charged off in full or written down to the estimated fair value of collateral less cost to sell.

Generally, a loan is classified as non-accrual and the accrual of interest on such a loan is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest. A loan may remain on accrual status if it is well secured (or supported by a strong guarantee) and in the process of collection. When a loan is placed on non-accrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against interest income. Certain non-accrual loans may continue to perform; that is, payments are still being received. Generally, the payments are applied to principal. These loans remain under constant scrutiny, and if performance continues, interest income may be recorded on a cash basis based on management's judgment regarding the collectability of principal.

Allowance for ~~Loan~~Credit Losses - Loans

The allowance for credit losses (“ACL”) is an estimate of losses arising from borrowers’ inability to make loan ~~losses~~payments as required, which is calculated via a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the loan portfolio. The Company completed a one-time adjustment to decrease the ACL at the adoption of ASU 2016-13 through retained earnings, but all subsequent adjustments will be established through provisions for ~~loan~~credit losses charged against income. Loans deemed to be uncollectible are charged against the ~~allowance for loan losses~~ACL and subsequent recoveries, if any, are credited to the allowance.

The ~~allowance for loan losses~~ACL is maintained at a level estimated by management to be adequate to absorb potential loan losses. Management’s periodic evaluation of the adequacy of the ~~allowance for loan losses~~ACL is based on specific expectations for the future economic

environment that are incorporated in the projection, with loss expectations to revert to the long-run historical mean after such time as management can make or obtain a reasonable and supportable forecast. Management also considers the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may ~~affect~~impact the borrower’s ability to repay (including the timing of future payments), the estimated value of any underlying collateral (if the loan is collateral dependent), composition of the loan portfolio, ~~current economic conditions,~~ and other relevant factors. This evaluation is inherently subjective as it requires material estimates based on management’s judgment regarding the projection of expected credit losses over the contractual lifetime of the loans.

Modeling of the ACL uses sophisticated statistical techniques to arrive at reasonable and supportable forecasts of expected losses. The Company has contracted with a third-party vendor to assist in developing models for the ACL related to the Company’s loan portfolio under ASU 2016-13. The Company has opted to utilize the Weighted Average Remaining Maturity (“WARM”) method to calculate the ACL which uses an average annual charge-off rate. This average annual charge-off rate contains loss content over several vintages and is used as a foundation for estimating the credit loss content for loans by segmented pools at the balance sheet date and is used to determine a historical charge-off rate. When estimating expected credit losses, the Company considers forward-looking information that is both reasonable, supportable, and relevant to assessing the collectability of cash flows. Reasonable and supportable forecasts may extend over the entire contractual term of a loan or a period shorter than the contractual term. Reasonable and supportable forecasts may vary by portfolio segment or individual forecast input. These forecasts may include data from internal sources, external sources, or a combination of both.

When the contractual term of a loan extends beyond the reasonable and supportable period, ASC Topic 326 requires reverting to historical loss information, or an appropriate proxy, for those periods beyond the reasonable and supportable forecast period (often referred to as the reversion period). The Company may revert to historical loss information for each individual forecast input or based on the entire estimate of loss. Reversion to historical loss information may be immediate, occur on a straight-line basis, or use any systematic/rational method. Management may apply different reversion techniques depending on the economic environment or applicable loan portfolio.

The methodology used to determine the ACL also includes a qualitative component in which the Company adjusts expected credit loss estimates for information not already captured in the loss estimation process. These qualitative factor adjustments may increase or decrease management’s estimate of expected credit losses. Changes in the level of the Company’s ACL may not always be directionally consistent with changes in the level of qualitative factor adjustments due to the incorporation of reasonable and supportable forecasts in estimating expected losses. Management considers qualitative factors that are relevant to the Company as of the reporting date, which may include but are not limited to: 1) changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere; 2) changes in international, national, regional, and local economic and business conditions and developments that affect the collectability of the loan portfolio, including the ~~amounts~~condition of various market segments; 3) changes in the nature and ~~timing~~volume of ~~future cash flows expected~~the loan portfolio; 4) changes in the experience, ability, and depth of management and other relevant staff; 5) changes in the volume and severity of past due loans, the volume of non-accrual loans, and the volume and severity of adversely classified or graded loans; 6) changes in the quality of the Company’s loan review system; 7) changes in the value of underlying collateral for collateral dependent loans; 8) the existence and effect of any concentrations of credit and changes in the level of such concentrations; and 9) the effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the Company’s existing loan portfolio.

The Company’s ACL is calculated by collectively evaluating and individually evaluating loans. The Company collectively evaluates applicable loans based on segments according to ~~be received~~their homogeneous characteristics, aligned with the segmentation of the FDIC Bank Call Report. The Company collectively evaluates loans and determines applicable loss rates based on ~~impaired loans that may be susceptible to significant change.~~the following segments/classes:

Real Estate

◾

Construction, land development, and other land loans

◾

Residential construction (loans to build homes, both speculative and owner-occupied, and 1-4 family lot loans)

◾

Agribusiness, farmland, or secured by farmland

1518

◾

Revolving, open-end, 1-4 family residential properties (and extended under lines of credit)

◾

Loans secured by first liens

◾

Loans secured by junior liens

◾

Secured by multifamily (5 or more) residential properties

◾

Loans secured by owner occupied, non-farm, non-residential properties

◾

Loans secured by other non-farm, non-residential properties

~~The allowance consists~~Agricultural

◾

Loans to finance agricultural production and other loans for farmers

Commercial and Industrial

◾

Commercial and industrial loans

Consumer

◾

Other revolving credit plans

◾

Automobile loans

◾

Other consumer loans

State and Political Subdivisions

◾

Obligations (other than securities or leases) of states and political subdivisions in the U.S.

In accordance with ASC 326-20-30-2, the Company will evaluate individual loans for expected credit losses when the loans do not share similar risk characteristics with loans evaluated using the collective method. Management may evaluate loans on an individual basis even when no specific expectation of ~~specific, general~~collectability is in place. Loans deemed to be impaired are specifically identified and ~~unallocated components. The specific component relates~~measured for impairment. A loan is deemed to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the loan agreement. Loans to be considered for impairment include all non-accrual loans ~~that are individually classified as impaired. Select~~or any other selected loans are not aggregated for collective impairment evaluation, as such; all loans are subject to individual impairment evaluation should the facts and circumstances pertinent to a particular loan suggest that such evaluationwhere full collection is ~~necessary.~~unlikely. Factors considered by management in determining impairment include payment status and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. ~~If a~~Once identified as impaired, the loans are measured individually for impairment based on one of the following methods:

The present value of expected cash flows, discounted at the loan’s effective interest rate (i.e. the contractual interest rate adjusted for any net deferred loan fees or costs, premium, or discount existing at the origination or acquisition of the loan)

The loan’s observable market price

The fair value of the collateral if the loan is ~~impaired,~~deemed to be collateral dependent. A loan is collateral dependent if the repayment of the loan is expected to be provided solely by the liquidation of the underlying collateral and there are no other available and reliable sources of repayment. Management will consider estimated costs to sell, on a discounted basis, in the measurement of impairment if these costs are expected to reduce the cash flows available to repay the loan. Any portion of the recorded investment for a collateral dependent loan (including any capitalized accrued interest, net deferred loan fees or costs, and unamortized premium or discount) exceeding the fair value of the collateral that can be identified as uncollectible is deemed a confirmed loss and will be charged off against the ACL

Loans that have been individually measured for impairment may have a portion of the allowance ~~may be~~ allocated ~~so that~~to cover the ~~loan is reported, net, at~~calculated amount of impairment as determined by the ~~present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from collateral. TDRs are separately identified~~methods listed above, referred to as a specific allocation. Loans individually evaluated for impairment ~~disclosures and~~may also have a zero specific allocation if the loans are ~~measured at the present value of estimated future cash flows using the loan’s contractual rate at inception. If a TDR is considered~~deemed to be a collateral dependent loan, the loan may be reported at the net realizable value of the collateral. For TDRs that subsequently default, the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses.

The general component covers all other loans not identified as impaired (aside from GGLs, which do not require an allowance) and is based on historical losses and qualitative factors. The historical loss component of the allowance is determined by losses recognized by portfolio segment over an eight quarter lookback period that management has determined best represents the current credit cycle. Qualitative factors impacting each portfolio segment may include: delinquency trends, loan volume trends, Bank policy changes, management processes and oversight, economic trends (including change in consumer and business disposable incomes, unemployment and under-employment levels, and other conditions), concentrations by industryhave no impairment, or ~~product, internal and external loan review processes, collateral value and market conditions, and external factors including regulatory issues and competition.~~

GGLs do not require an associated allowance for loan losses due to the underlying irrevocable and unconditional guarantee, which is supported by the full faith and credit of the U.S. Government. Should a GGL default, the loan will be repurchased by the originating bank or the appropriate government agency that has provided the guarantee for the loan.

Although PPP loans do not require an associated allowance for loan losses due to the program’s call for a full guarantee by the SBA, the Company has calculated a qualitative allocation for the PPP loans under the general component of the allowance for the Commercial and Industrial portfolio.

The unallocated component of the allowance is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

A reserve for unfunded lending commitments is provided for possible credit losses on off-balance sheet credit exposures. The reserve for unfunded lending commitments represents management’s estimate of losses inherent in its unfunded loan commitments and, if ~~necessary, is recorded in other liabilities on the consolidated balance sheets. As of June 30, 2022 and December 31, 2021,~~ the amount of the ~~reserve for unfunded lending commitments was $117,000 and $177,000, respectively.~~

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

charged off.

1619

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the existing loan agreement. Under current accounting standards, the allowance for loan losses related to impaired loans is based on discounted cash flows using the loan’s contractual interest rate at inception or the net realizable value of the collateral for certain collateral dependent loans.

From time to time, the ~~Bank~~Company may agree to ~~modify/~~modify or restructure the contractual terms of ~~a borrower's loan.~~loans to borrowers experiencing financial difficulties. The ~~restructuring~~most common types of concessions granted upon modification of a loan ~~is considered~~to a ~~TDR if both the following conditions are met: (i) the~~ borrower is experiencing financial difficulties ~~and (ii) the Company has granted a concession. The most common concessions granted include one or more modifications to the terms of the debt, such as~~include: (a) a reduction in the interest rate for the remaining life of the debt, (b) an extension of the maturity date at an interest rate lower than the current market rate for new debt with similar risk, (c) a temporary period of interest-only payments, and (d) a reduction in the contractual payment amount for either a short period or for the remaining term of the loan. A less common concession ~~is the~~would be forgiveness of a portion of the loan’s principal.

~~The~~ Loans so modified remain collectively evaluated for determination of ~~whether a borrower~~expected credit losses, unless, during the process of evaluation, it is ~~experiencing financial difficulties takes into account not only~~determined that the current financial condition of the borrower, but also the potential financial condition of the borrower were a concession not granted. Similarly, the determination of whether a concession has been granted is subjective in nature. For example, simply extending the term of a loan ~~at its original interest rate or even at a higher interest rate could be interpreted as a concession unless the borrower could readily obtain similar credit terms from a different lender.~~

~~Loans modified in a troubled debt restructuring are considered impaired and may or may not~~should be placed on non-accrual status until the Company determines ~~the~~that future collection of principal and interest is reasonably assured or the loan is otherwise deemed to be collateral dependent. Any modifications of loans to borrowers experiencing financial difficulty that are classified as non-accrual or are otherwise designated as collateral dependent are individually evaluated for determination of expected credit losses.

There may be certain types of loans for which ~~generally requires~~the expectation of credit loss is zero after evaluating historical loss information, making necessary adjustments for current conditions and reasonable and supportable forecasts, and considering any collateral or guarantee arrangements that are not free-standing contracts. Factors considered by management when evaluating whether expectations of zero credit loss are appropriate may include, but are not limited to: 1) a long history of zero credit loss; 2) full securitization by cash or cash equivalents; 3) high credit ratings from rating agencies with no expected future downgrade; 4) principal and interest payments that are guaranteed by the ~~borrower demonstrates~~U.S. government; 5) the issuer, guarantor, or sponsor can print its own currency and the currency is held by other central banks as reserve currency; and 6) the interest rate on the security is recognized as a ~~period~~risk-free rate.

A loan that is fully secured by cash or cash equivalents, such as a certificate of ~~performance according~~deposit issued by the lending institution, would likely have zero credit loss expectations. Similarly, the guaranteed portion of an SBA loan purchased on the secondary market through the SBA’s fiscal and transfer agent would likely have zero credit loss expectations because these financial assets are unconditionally guaranteed by the U.S. government.

ASC Topic 326 introduces the concept of purchased credit deteriorated (“PCD”) assets. PCD assets are acquired financial assets that, at acquisition, have experienced more-than-insignificant deterioration in credit quality since origination, as determined by the Company’s assessment. The Company does not possess loans classified as purchased credit deterioration at this time. Should the Company acquire purchased loans, these loans will be evaluated to determine if they are PCD.

A reserve for unfunded lending commitments is provided for possible credit losses on off-balance sheet credit exposures. Off-balance sheet credit exposures primarily include undrawn portions of revolving lines of credit and standby letters of credit. The reserve for unfunded lending commitments represents management’s estimate of losses inherent in its unfunded loan commitments and, if necessary, is recorded in other liabilities on the consolidated balance sheets. As of March 31, 2023 and December 31, 2022, the amount of the reserve for unfunded lending commitments was $237,000 and $68,000, respectively.

The Company made a policy election to exclude accrued interest receivable from the amortized cost basis of loans. Accrued interest receivable on loans is reported as a component of accrued interest receivable on the Company’s consolidated balance sheet and totaled $1,762,000 as of March 31, 2023. Accrued interest receivable on loans is excluded from the estimate of credit losses.

The Company is subject to periodic examination by its federal and state examiners, and may be required by such regulators to recognize additions to the ~~restructured terms~~ACL based on their assessment of ~~six months. Any loan modifications made in response~~credit information available to them at the ~~COVID-19 pandemic are not considered TDRs as long as the criteria set forth in Section 4013~~time of ~~the CARES Act are met. See page 24 for further discussion of the Section 4013 CARES Act modifications.~~their examinations.

The Company utilizes a risk grading matrix as a tool for managing credit risk in the loan portfolio and assigns an asset quality rating (risk grade) to all ~~Commercial and Industrial, Commercial Real Estate, Residential Real Estate and Consumer borrowings.~~loans. An asset quality rating is assigned using the guidance provided in the Company’s loan policy. Primary responsibility for assigning the asset quality rating rests with the credit department. The asset quality rating is validated periodically by both an internal and external loan review process.

The commercial loan grading system focuses on a borrower’s financial strength and performance, experience and depth of management, primary and secondary sources of repayment, the nature of the business and the outlook for the particular industry. Primary emphasis is placed on financial condition and trends. The grade also reflects current economic and industry conditions; as well as other variables such as liquidity, cash flow, revenue/earnings trends, management strengths or weaknesses, quality of financial information, and credit history.

The loan grading system for ~~Residential Real Estate~~residential real estate secured and ~~Consumer~~consumer loans focuses on the borrower’s credit score and credit history, debt-to-income ratio and income sources, collateral position and loan-to-value ratio.

Risk grade characteristics are as follows:

Risk Grade 1 – MINIMAL RISK through Risk Grade 6 – MANAGEMENT ATTENTION (Pass Grade Categories)

Risk is evaluated via examination of several attributes including but not limited to financial trends, strengths and weaknesses, likelihood of repayment when considering both cash flow and collateral, sources of repayment, leverage position, management expertise, and repayment history.

At the low-risk end of the rating scale, a risk grade of 1 – Minimal Risk is the grade reserved for loans with exceptional credit fundamentals and virtually no risk of default or loss. Loan grades then progress through escalating ratings of 2 through 6 based upon risk. Risk Grade 2 – Modest Risk are loans with sufficient cash flows; Risk Grade 3 – Average Risk are loans with key balance sheet ratios slightly above the borrower’s peers; Risk Grade 4 – Acceptable Risk are loans with key balance sheet ratios usually near the borrower’s peers, but one or more ratios may be higher; and Risk Grade 5 – Marginally Acceptable are loans with strained cash flow, increasing leverage and/or weakening markets. Risk Grade 6 – Management Attention are loans with weaknesses resulting from declining performance trends and the borrower’s cash flows may be temporarily strained. Loans in this category are performing according to terms, but present some type of potential concern.

Risk Grade 7 − SPECIAL MENTION (Non-Pass Category)

Assets in this category are adequately collateralized but have potential weakness which may, if not checked or corrected, weaken the asset or inadequately protect the Company’s credit position at some future date. The loans may constitute increased credit risk, but not to the point of justifying a classification of substandard. No loss of principal or interest is envisioned, but risk is increasing beyond that at which the loan originally would have been granted. Historically, cash flows are inconsistent; financial trends show some deterioration. Liquidity and leverage are above industry averages. Financial information could be incomplete or inadequate. A Special Mention asset has potential weaknesses that deserve management’s close attention.

Risk Grade 8 − SUBSTANDARD (Non-Pass Category)

Generally, these assets are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have “well-defined” weaknesses that jeopardize the full liquidation of the debt.

These loans are characterized by the distinct possibility that the Company will sustain some loss if the aggregate amount of substandard assets is not fully covered by the liquidation of the collateral used as security. Substandard loans have a high probability of payment default and require more intensive supervision by Company management.

Risk Grade 9 − DOUBTFUL (Non-Pass Category)

Generally, loans graded doubtful have all the weaknesses inherent in a substandard loan with the added factor that the weaknesses are pronounced to a point whereby the basis of current information, conditions, and values, collection or liquidation in full is deemed to be highly improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors that may work to strengthen the asset, its classification is deferred until, for example, a proposed merger, acquisition, liquidation procedure, capital injection, perfection of liens

on additional collateral and/or refinancing plan is completed. Loans are graded doubtful if they contain weaknesses so serious that collection or liquidation in full is questionable.

The following table presents the classes of the loan portfolio summarized by risk rating and year of origination and gross charge offs by loan portfolio summarized by year of origination as of March 31, 2023:


(Dollars in thousands)
		2023		2022		2021		2020		2019		Prior		Total
Real Estate:
1-6 Pass	$	16,448		190,287		147,558		122,136		60,136		209,865	$	746,430
7 Special Mention		—		—		—		—		—		634		634
8 Substandard		—		17		822		—		9,357		9,132		19,328
9 Doubtful		—		—		—		—		—		—		—
Unearned discount		—		—		—		—		—		—		—
Net deferred loan fees and costs		88		271		189		131		(12)		1		668
Total Real Estate Loans	$	16,536	$	190,575	$	148,569	$	122,267	$	69,481	$	219,632	$	767,060

Agricultural:
1-6 Pass	$	—		73		2		—		—		706	$	781
7 Special Mention		—		—		—		—		—		—		—
8 Substandard		—		—		—		—		—		—		—
9 Doubtful		—		—		—		—		—		—		—
Unearned discount		—		—		—		—		—		—		—
Net deferred loan fees and costs		—		1		—		—		—		1		2
Total Agricultural Loans	$	—	$	74	$	2	$	—	$	—	$	707	$	783

Commercial and Industrial:
1-6 Pass	$	4,088		11,004		6,183		7,358		5,983		22,532	$	57,148
7 Special Mention		—		—		—		—		—		—		—
8 Substandard		—		—		—		—		—		716		716
9 Doubtful		—		—		—		—		—		—		—
Unearned discount		—		—		—		—		—		—		—
Net deferred loan fees and costs		22		116		35		21		221		1		416
Total Commercial and Industrial Loans	$	4,110	$	11,120	$	6,218	$	7,379	$	6,204	$	23,249	$	58,280

Consumer:
1-6 Pass	$	922		1,750		1,424		361		293		1,028	$	5,778
7 Special Mention		—		—		—		—		—		—		—
8 Substandard		—		—		—		—		—		—		—
9 Doubtful		—		—		—		—		—		—		—
Unearned discount		—		—		—		—		—		—		—
Net deferred loan fees and costs		12		31		13		5		4		1		66
Total Consumer Loans	$	934	$	1,781	$	1,437	$	366	$	297	$	1,029	$	5,844

State and Political Subdivisions:
1-6 Pass	$	—		5,442		15,098		1,977		—		7,692	$	30,209
7 Special Mention		—		—		—		—		—		—		—
8 Substandard		—		—		—		—		—		—		—
9 Doubtful		—		—		—		—		—		—		—

Unearned discount		—		—		—		—		—		—		—
Net deferred loan fees and costs		—		2		4		1		—		—		7
Total State and Political Subdivision Loans	$	—	$	5,444	$	15,102	$	1,978	$	—	$	7,692	$	30,216

Total Loans:
1-6 Pass	$	21,458	$	208,556	$	170,265	$	131,832	$	66,412	$	241,823	$	840,346
7 Special Mention		—		—		—		—		—		634		634
8 Substandard		—		17		822		—		9,357		9,848		20,044
9 Doubtful		—		—		—		—		—		—		—
Unearned discount		—		—		—		—		—		—		—
Net deferred loan fees and costs		122		421		241		158		213		4		1,159
Total Loans	$	21,580	$	208,994	$	171,328	$	131,990	$	75,982	$	252,309	$	862,183

		2023		2022		2021		2020		2019		Prior		Total
Gross Charge Offs:
Real Estate	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Agricultural		—		—		—		—		—		—		—
Commercial and Industrial		—		—		—		—		—		—		—
Consumer		—		4		8		—		4		1		17
State and Political Subdivisions		—		—		—		—		—		—		—
Total Gross Charge Offs	$	—	$	4	$	8	$	—	$	4	$	1	$	17

Commercial and Industrial Loans include loans categorized as tax-free in the amount of $10,000 and State and Political Subdivision Loans include loans categorized as tax-free in the amount of $29,454,000 as of March 31, 2023. Commercial and Industrial Loans also include $4,595,000 of GGLs and $101,000 of PPP loans as of March 31, 2023. Loans held for sale amounted to $115,000 at March 31, 2023 and are included in the Real Estate Loans category.

The activity in the allowance for credit losses by loan class (post adoption of ASU No. 2016-13), is summarized below for the three months ended March 31, 2023.


(Dollars in thousands)									State and
	Real				Commercial				Political
	Estate		Agricultural		and Industrial		Consumer		Subdivisions		Total
As of and for the three months ended March 31, 2023:
Allowance for Credit Losses:
Balance at December 31, 2022	$	7,483	$	6	$	504	$	84	$	197	$	8,274
CECL adoption adjustment		(717)		(4)		(261)		11		(148)		(1,119)
Beginning balance January 1, 2023		6,766		2		243		95		49		7,155
Charge-offs		—		—		—		(17)		—		(17)
Recoveries		1		—		1		2		—		4
(Credit) Provision		(32)		(1)		21		13		(1)		—
Ending Balance	$	6,735	$	1	$	265	$	93	$	48	$	7,142
Ending balance: individually
evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—
Ending balance: collectively
evaluated for impairment	$	6,735	$	1	$	265	$	93	$	48	$	7,142

Reserve for Unfunded Lending Commitments	$	215	$	—	$	22	$	—	$	—	$	237

Loans Receivable:
Ending Balance	$	767,060	$	783	$	58,280	$	5,844	$	30,216	$	862,183
Ending balance: individually
evaluated for impairment	$	4,376	$	309	$	661	$	—	$	—	$	5,346
Ending balance: collectively
evaluated for impairment	$	762,684	$	474	$	57,619	$	5,844	$	30,216	$	856,837

The Company's activity in the allowance for credit losses on unfunded commitments for the period ended March 31, 2023 was as follows:


(Dollars in thousands)
	2023
Balance at December 31, 2022	$	68
CECL adoption adjustment		147
Provision for credit losses		22
Balance at March 31, 2023	$	237

1824

The recorded investment, unpaid principal balance, and the related allowance of the Company’s individually evaluated loans are summarized below at March 31, 2023:


(Dollars in thousands)	March 31, 2023
			Unpaid
	Recorded		Principal		Related
	Investment		Balance		Allowance
With no related allowance recorded:
Real Estate	$	4,376	$	6,398	$	—
Agricultural		309		309		—
Commercial and Industrial		661		661		—

With an allowance recorded:
Real Estate		—		—		—
Agricultural		—		—		—
Commercial and Industrial		—		—		—
Total	$	5,346	$	7,368	$	—

Total consists of:
Real Estate	$	4,376	$	6,398	$	—
Agricultural	$	309	$	309	$	—
Commercial and Industrial	$	661	$	661	$	—

The recorded investment represents the loan balance reflected on the consolidated balance sheets net of any charge-offs. The unpaid balance is equal to the gross amount due on the loan.

The average recorded investment and interest income recognized for the Company’s individually evaluated loans are summarized below for the three months ended March 31, 2023:


(Dollars in thousands)	For the Three Months Ended
	March 31, 2023
	Average		Interest
	Recorded		Income
	Investment		Recognized
With no related allowance recorded:
Real Estate	$	4,381	$	—
Agricultural		309		6
Commercial and Industrial		664		—

With an allowance recorded:
Real Estate		—		—
Agricultural		—		—
Commercial and Industrial		—		—
Total	$	5,354	$	6

Total consists of:
Real Estate	$	4,381	$	—
Agricultural	$	309	$	6
Commercial and Industrial	$	664	$	—

Of the $6,000 in interest income recognized on individually evaluated loans for the three months ended March 31, 2023, $0 in interest income was recognized with respect to non-accrual loans.

The following table presents collateral-dependent loans by segment for the period ended March 31, 2023.


(Dollars in thousands)	March 31, 2023
	Real Estate		Other
Real Estate	$	4,376	$	—
Agricultural		—		309
Commercial and Industrial		—		661
Total	$	4,376	$	970

At March 31, 2023, there were no commitments to lend additional funds with respect to individually evaluated loans.

Total non-performing assets (which includes loans receivable on non-accrual status, foreclosed assets held for resale and loans past-due 90 days or more and still accruing interest) as of March 31, 2023 and December 31, 2022 were as follows:


(Dollars in thousands)	March 31,		December 31,
	2023		2022
Real Estate	$	4,376	$	4,387
Agricultural		—		—
Commercial and Industrial		661		664
Consumer		—		—
State and Political Subdivisions		—		—
Total non-accrual loans		5,037		5,051
Foreclosed assets held for resale		—		—
Loans past-due 90 days or more and still accruing interest		132		308
Total non-performing assets	$	5,169	$	5,359

There were no foreclosed assets held for resale at March 31, 2023 or December 31, 2022. Consumer mortgage loans secured by residential real estate for which the Company has entered into formal foreclosure proceedings but for which physical possession has yet to be obtained amounted to $41,000 at both March 31, 2023 and December 31, 2022. These balances were not included in foreclosed assets held for resale at March 31, 2023 or December 31, 2022.

The following tables present the classes of the loan portfolio, including individually evaluated loans, summarized by past-due status at March 31, 2023 and December 31, 2022:

(Dollars in thousands)

90 Days

Or Greater

Past Due

90 Days

Current-

and Still

30-59 Days

60-89 Days

or Greater

Total

29 Days

Total

Accruing

Past Due

Loans

Interest

March 31, 2023:

Real Estate

1,368

903

4,508

6,779

760,281

767,060

132

Agricultural

—

783

—

Commercial and Industrial

—

638

672

57,608

58,280

—

Consumer

—

5,828

5,844

—

State and Political Subdivisions

—

30,216

—

Total

1,407

914

5,146

7,467

854,716

862,183

132


(Dollars in thousands)													90 Days
													Or Greater
													Past Due
					90 Days					Current-			and Still
	30-59 Days		60-89 Days		or Greater		Total			29 Days	Total		Accruing
	Past Due		Past Due		Past Due		Past Due		Past Due		Loans		Interest
December 31, 2022:
Real Estate	$	2,682	$	59	$	4,694	$	7,435	$	757,445	$	764,880	$	308
Agricultural		—		—		—		—		860		860		—
Commercial and Industrial		62		63		639		764		55,313		56,077		—
Consumer		11		2		—		13		5,694		5,707		—
State and Political Subdivisions		—		—		—		—		30,945		30,945		—
Total	$	2,755	$	124	$	5,333	$	8,212	$	850,257	$	858,469	$	308

Pre-ASU No. 2016-13 Disclosures:

For periods prior to the adoption of ASU No. 2016-13, when management deemed the collection of contractual cashlows was unlikely for a specific instrument (mainly non-accrual loans and TDRs, then referred to as impaired loans), a specific reserve was calculated under ASC 310-10. Management further calculated a general reserve for performing assets under its previous methodology, following ASC 450-20 which utilized historical loss experience and qualitative factor adjustments to arrive at a calculated allowance for credit losses.

Upon adoption of ASU No. 2016-13, the classes of the loan portfolio were updated to match the segmentation used under the CECL model and have been updated from Commercial and Industrial, Commercial Real Estate, Residential Real Estate, and Consumer to Real Estate, Agricultural, Commercial and Industrial, Consumer, and State and Political Subdivisions. Comparative, pre-ASU No. 2016-13 adoption data has not been updated to reflect the new loan classes/segmentation utilized under the CECL model.

The following table presents the classes of the loan portfolio summarized by risk rating as of ~~June 30, 2022 and~~ December 31, ~~2021:~~
2022:


	Commercial and								Commercial and
(Dollars in thousands)	Industrial				Commercial Real Estate				Industrial		Commercial Real Estate
	June 30,		December 31,		June 30,		December 31,		December 31,		December 31,
	2022		2021		2022		2021		2022		2022
Grade:
1-6 Pass	$	81,317	$	81,561	$	547,062	$	498,565	$	85,845	$	591,309
7 Special Mention		—		—		1,019		1,098		—		634
8 Substandard		755		796		19,294		21,248		725		18,781
9 Doubtful		—		—		—		—		—		—
Add (deduct): Unearned discount and		—		—		—		—
Add (deduct): Unearned discount										—		—
Net deferred loan fees and costs		467		169		883		743		429		825
Total loans	$	82,539	$	82,526	$	568,258	$	521,654	$	86,999	$	611,549


	Residential Real Estate								Residential Real Estate
	Including Home Equity				Consumer				Including Home Equity		Consumer
	June 30,		December 31,		June 30,		December 31,		December 31,		December 31,
	2022		2021		2022		2021		2022		2022
Grade:
1-6 Pass	$	147,874	$	141,983	$	5,277	$	5,210	$	153,902	$	5,349
7 Special Mention		—		570		61		—		—		—
8 Substandard		912		1,020		—		5		795		—
9 Doubtful		—		—		—		—		—		—
Add (deduct): Unearned discount and		—		—		—		—
Add (deduct): Unearned discount										—		—
Net deferred loan fees and costs		(165)		(190)		64		63		(191)		66
Total loans	$	148,621	$	143,383	$	5,402	$	5,278	$	154,506	$	5,415

Total Loans

June 30,

December 31,


2022

2021
Grade:




1-6 Pass

$
781,530

$
727,319
7 Special Mention

1,080

1,668
8 Substandard

20,961

23,069
9 Doubtful

0

0
Add (deduct): Unearned discount and

0

0
   Net deferred loan fees and costs

1,249

785
Total loans

$
804,820

$
752,841

Commercial and Industrial and Commercial Real Estate include loans categorized as tax-free in the amounts of $23,897,000 and $1,583,000 at June 30, 2022 and $24,647,000 and $1,671,000 at December 31, 2021. Commercial and Industrial loans also included $5,267,000 and $3,829,000 of Government Guaranteed Loans and $146,000 and $4,894,000 of Paycheck Protection Program loans as of June 30, 2022 and December 31, 2021, respectively. Loans held for sale amounted to $765,000 at June 30, 2022 and $6,006,000 at December 31, 2021.


	Total Loans
	December 31,
	2022
Grade:
1-6 Pass	$	836,405
7 Special Mention		634
8 Substandard		20,301
9 Doubtful		—
Add (deduct): Unearned discount		—
Net deferred loan fees and costs		1,129
Total loans	$	858,469

1928

The activity in the allowance for ~~loan~~credit losses by loan class (prior to adoption of ASU No. 2016-13), is summarized below for the ~~periods indicated.~~

(Dollars in thousands)
Commercial

Commercial

Residential






and Industrial

Real Estate

Real Estate

Consumer

Unallocated

Total
As of and for the six months ended June 30, 2022:

Allowance for Loan Losses:












Beginning balance
$
681

$
5,408

$
1,539

$
84

$
968

$
8,680
Charge-offs

(9)

—

—

(6)

—

(15)
Recoveries

2

38

14

4

—

58
Provision (credit)

1

508

56

(3)

(125)

437
Ending Balance
$
675

$
5,954

$
1,609

$
79

$
843

$
9,160
Ending balance: individually



evaluated for impairment
$
—

$
—

$
—

$
—

$
—

$
—
Ending balance: collectively

evaluated for impairment
$
675

$
5,954

$
1,609

$
79

$
843

$
9,160

Loans Receivable:

Ending Balance
$
82,539

$
568,258

$
148,621

$
5,402

$
—

$
804,820
Ending balance: individually

evaluated for impairment
$
991

$
10,448

$
845

$
—

$
—

$
12,284
Ending balance: collectively

evaluated for impairment
$
81,548

$
557,810

$
147,776

$
5,402

$
—

$
792,536

(Dollars in thousands)
Commercial

Commercial

Residential






and Industrial

Real Estate

Real Estate

Consumer

Unallocated

Total
As of and for the three months ended June 30, 2021:

Allowance for Loan Losses:












Beginning balance
$
790

$
4,786

$
1,606

$
93

$
772

$
8,047
Charge-offs

—

(29)

(55)

(10)

—

(94)
Recoveries

—

30

1

5

—

36
Provision (credit)

61

143

(13)

7

(63)

135
Ending Balance
$
851

$
4,930

$
1,539

$
95

$
709

$
8,124

three months ended March 31, 2022 and the year ended December 31, 2022.


(Dollars in thousands)	Commercial		Commercial		Residential
	and Industrial		Real Estate		Real Estate		Consumer		Unallocated		Total
As of and for the three months ended March 31, 2022:
Allowance for Credit Losses:
Beginning balance	$	681	$	5,408	$	1,539	$	84	$	968	$	8,680
Charge-offs		—		—		—		(2)		—		(2)
Recoveries		1		38		1		—		—		40
(Credit) provision		(17)		313		(2)		(4)		(71)		219
Ending Balance	$	665	$	5,759	$	1,538	$	78	$	897	$	8,937
Ending balance: individually
evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—
Ending balance: collectively
evaluated for impairment	$	665	$	5,759	$	1,538	$	78	$	897	$	8,937

Loans Receivable:
Ending Balance	$	81,831	$	549,921	$	141,990	$	5,286	$	—	$	779,028
Ending balance: individually
evaluated for impairment	$	1,005	$	11,519	$	849	$	—	$	—	$	13,373
Ending balance: collectively
evaluated for impairment	$	80,826	$	538,402	$	141,141	$	5,286	$	—	$	765,655


(Dollars in thousands)	Commercial		Commercial		Residential
	and Industrial		Real Estate		Real Estate		Consumer		Unallocated		Total
As of and for the year ended December 31, 2022:
Allowance for Credit Losses:
Beginning balance	$	681	$	5,408	$	1,539	$	84	$	968	$	8,680
Charge-offs		(158)		(3)		(12)		(33)		—		(206)
Recoveries		3		40		16		5		—		64
(Credit) provision		178		487		14		25		(968)		(264)
Ending Balance	$	704	$	5,932	$	1,557	$	81	$	—	$	8,274
Ending balance: individually
evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—
Ending balance: collectively
evaluated for impairment	$	704	$	5,932	$	1,557	$	81	$	—	$	8,274

Loans Receivable:
Ending Balance	$	86,999	$	611,549	$	154,506	$	5,415	$	—	$	858,469
Ending balance: individually
evaluated for impairment	$	973	$	9,495	$	739	$	—	$	—	$	11,207
Ending balance: collectively
evaluated for impairment	$	86,026	$	602,054	$	153,767	$	5,415	$	—	$	847,262

2029

(Dollars in thousands)
Commercial

Commercial

Residential






and Industrial

Real Estate

Real Estate

Consumer

Unallocated

Total
As of and for the six months ended June 30, 2021:

Allowance for Loan Losses:












Beginning balance
$
787

$
4,762

$
1,643

$
94

$
647

$
7,933
Charge-offs

(13)

(29)

(55)

(20)

—

(117)
Recoveries

—

30

1

7

—

38
Provision (credit)

77

167

(50)

14

62

270
Ending Balance
$
851

$
4,930

$
1,539

$
95

$
709

$
8,124
Ending balance: individually












evaluated for impairment
$
—

$
1

$
—

$
—

$
—

$
1
Ending balance: collectively












evaluated for impairment
$
851

$
4,929

$
1,539

$
95

$
709

$
8,123

Loans Receivable:












Ending Balance
$
103,894

$
486,825

$
145,965

$
5,221

$
—

$
741,905
Ending balance: individually












evaluated for impairment
$
1,047

$
13,861

$
1,185

$
—

$
—

$
16,093
Ending balance: collectively












evaluated for impairment
$
102,847

$
472,964

$
144,780

$
5,221

$
—

$
725,812

(Dollars in thousands)
Commercial

Commercial

Residential






and Industrial

Real Estate

Real Estate

Consumer

Unallocated

Total
As of and for the year ended December 31, 2021:

Allowance for Loan Losses:












Beginning balance
$
787

$
4,762

$
1,643

$
94

$
647

$
7,933
Charge-offs

(13)

(29)

(80)

(36)

0

(158)
Recoveries

0

30

4

11

0

45
Credit (provision)

(93)

645

(28)

15

321

860
Ending Balance
$
681

$
5,408

$
1,539

$
84

$
968

$
8,680
Ending balance: individually












evaluated for impairment
$
0

$
0

$
0

$
0

$
0

$
0
Ending balance: collectively












evaluated for impairment
$
681

$
5,408

$
1,539

$
84

$
968

$
8,680

Loans Receivable:












Ending Balance
$
82,526

$
521,654

$
143,383

$
5,278

$
0

$
752,841
Ending balance: individually












evaluated for impairment
$
1,017

$
11,803

$
853

$
0

$
0

$
13,673
Ending balance: collectively












evaluated for impairment
$
81,509

$
509,851

$
142,530

$
5,278

$
0

$
739,168

The outstanding recorded investment of TDRs as of ~~June 30, 2022 and~~ December 31, ~~2021 was $7,669,000 and $8,020,000, respectively. The decrease in TDRs at June 30,~~ 2022 ~~as compared to December 31, 2021 is mainly attributable to regular principal payments and paydowns on existing TDRs that were completed during the six months ended June 30, 2022.~~$7,480,000. There were 0no unfunded commitments on TDRs at ~~June 30, 2022 and~~ December 31, ~~2021.~~2022.

The following table presents the outstanding recorded investment of TDRs at the dates indicated:


(Dollars in thousands)	December 31,
	2022
Non-accrual TDRs	$	1,324
Accruing TDRs		6,156
Total	$	7,480

At March 31, 2022, three commercial and industrial loans classified as TDRs with a combined recorded investment of $696,000, six commercial real estate loans classified as TDRs with a combined recorded investment of $431,000, and one residential real estate loan classified as a TDR with a recorded investment of $13,000 were not in compliance with the terms of their restructure.

Of the loans that were modified as TDRs during the twelve months preceding March 31, 2022, one commercial real estate loan experienced a payment default during the three months ended March 31, 2022, but the loan was subsequently paid off prior to the end of the quarter.

No loans were modified as TDRs during the three months ended March 31, 2022.

The recorded investment, unpaid principal balance, and the related allowance of the Company’s impaired loans are summarized below at December 31, 2022.


(Dollars in thousands)		December 31, 2022
				Unpaid
		Recorded		Principal		Related
		Investment		Balance		Allowance
With no related allowance recorded:
Commercial and Industrial	$	973	$	973	$	—
Commercial Real Estate		9,495		12,430		—
Residential Real Estate		739		771		—

With an allowance recorded:
Commercial and Industrial		—		—		—
Commercial Real Estate		—		—		—
Residential Real Estate		—		—		—
Total	$	11,207	$	14,174	$	—

Total consists of:
Commercial and Industrial	$	973	$	973	$	—
Commercial Real Estate	$	9,495	$	12,430	$	—
Residential Real Estate	$	739	$	771	$	—

At December 31, 2022, $7,480,000 of loans classified as TDRs were included in impaired loans with a total allocated allowance of $0 at December 31, 2022. The recorded investment represents the loan balance reflected on the consolidated balance sheets net of any charge-offs. The unpaid balance is equal to the gross amount due on the loan.

2130

During the three months ended June 30, 2022, 1 loan with a post modification balance of $372,000 was modified as a TDR. NaN loans were modified as TDRs during the first three months of 2022. During the six months ended June 30, 2021, 3 loans with a combined post modification balance of $301,000 were modified as TDRs. NaN loans were modified as TDRs during the three months ended June 30, 2021. The loan modifications for the six months ended June 30, 2022 consisted of 1 payment modification, compared to the loan modifications for the six months ended June 30, 2021 which consisted of 2 term modifications and 1 payment modification.

~~The following table presents the outstanding recorded investment of TDRs at the dates indicated:~~

(Dollars in thousands)

June 30,

December 31,

2022

2021
Non-accrual TDRs

$
1,355

$
1,413
Accruing TDRs

6,314

6,607
Total

$
7,669

$
8,020

At June 30, 2022, 3 Commercial and Industrial loans classified as TDRs with a combined recorded investment of $682,000, 6 Commercial Real Estate loans classified as TDRs with a combined recorded investment of $318,000, and 1 Residential Real Estate loan classified as a TDR with a recorded investment of $12,000 were not in compliance with the terms of their restructure, compared to June 30, 2021 when 3 Commercial and Industrial loans classified as TDRs with a combined recorded investment of $736,000, 7 Commercial Real Estate loans classified as TDRs with a combined recorded investment of $479,000, and 1 Residential Real Estate loan classified as a TDR with a recorded investment of $17,000 were not in compliance with the terms of their restructure.

Of the loans that were modified as TDRs within the twelve months preceding June 30, 2022, 0 loans experienced payment defaults during the three months ended June 30, 2022. NaN Commercial Real Estate loan that was modified as a TDR within the twelve months preceding June 30, 2022 experienced a payment default during the six months ended June 30, 2022, but the loan was subsequently paid off during the first quarter of 2022. Of the loans that were modified as TDRs during the twelve months preceding June 30, 2021, 3 Commercial Real Estate loans totaling $300,000 experienced payment defaults during the three months ended June 30, 2021. NaN loans that were modified as TDRs during the twelve months preceding June 30, 2021 experienced payment defaults during the first three months of 2021.

The following table presents information regarding the loan modifications categorized as TDRs during the three and six months ended June 30, 2022 and the six months ended June 30, 2021. NaN loans were modified as TDRs during the three months ended June 30, 2021.

(Dollars in thousands)

For the Three Months Ended June 30, 2022

Pre-Modification

Post-Modification

Outstanding

Outstanding

Number of

Recorded

Recorded

Recorded

Contracts

Investment

Investment

Investment
Commercial Real Estate

1

$
347

$
372

$
372
Total

1

$
347

$
372

$
372

(Dollars in thousands)

For the Six Months Ended June 30, 2022

Pre-Modification

Post-Modification

Outstanding

Outstanding

Number of

Recorded

Recorded

Recorded

Contracts

Investment

Investment

Investment
Commercial Real Estate

1

$
347

$
372

$
372
Total

1

$
347

$
372

$
372

(Dollars in thousands)

For the Six Months Ended June 30, 2021

Pre-Modification

Post-Modification

Outstanding

Outstanding

Number of

Recorded

Recorded

Recorded

Contracts

Investment

Investment

Investment
Commercial Real Estate

3

$
301

$
301

$
301
Total

3

$
301

$
301

$
301

The following table provides detail regarding the types of loan modifications made for loans categorized as TDRs during the three and six months ended June 30, 2022 and the six months ended June 30, 2021 with the total number of each type of modification performed. NaN loans were modified as TDRs during the three months ended June 30, 2021.

For the Three Months Ended June 30, 2022


Rate

Term

Payment

Number

Modification

Modification

Modification

Modified
Commercial Real Estate

—

—

1

1
Total

—

—

1

1

For the Six Months Ended June 30, 2022


Rate

Term

Payment

Number

Modification

Modification

Modification

Modified
Commercial Real Estate

—

—

1

1
Total

—

—

1

1

For the Six Months Ended June 30, 2021


Rate

Term

Payment

Number

Modification

Modification

Modification

Modified
Commercial Real Estate

—

2

1

3
Total

—

2

1

3

In the wake of the COVID-19 pandemic, during the second quarter of 2020, the Company began granting loan modification requests to defer principal and/or interest payments or modify interest rates. These loans are not classified as TDRs according to Section 4013 of the CARES Act, as long as the specific criteria set forth in the Act are met. The table below presents information related to loan modifications made in compliance with Section 4013 of the CARES Act for the six months ended June 30, 2022:

(Dollars in thousands)

Commercial and

Commercial

Residential

Industrial

Real Estate

Real Estate

Consumer

Total

Recorded

Recorded

Recorded

Recorded

Recorded


Count

Investment

Count

Investment

Count

Investment

Count

Investment

Count

Investment
Balance at December 31, 2021

—

$
—

1

$
9,423

—

$
—

—

$
—

1

$
9,423
Additional modifications granted for the three months ended March 31, 2022

—

—

—

—

—

—

—

—

—

—
Section 4013 CARES Act modifications returned to normal payment status during the three months ended March 31, 2022 (a)

—

—

(1)

(9,423)

—

—

—

—

(1)

(9,423)
Principal payments net of draws on active deferred loans for the three months ended March 31, 2022 (b)

N/A

—

N/A

—

N/A

—

N/A

—

N/A

—
Balance at March 31, 2022

—

$
—

—

$
—

—

$
—

—

$
—

—

$
—
Additional modifications granted for the three months ended June 30, 2022

—

—

—

—

—

—

—

—

—

—
Section 4013 CARES Act modifications returned to normal payment status during the three months ended June 30, 2022 (a)

—

—

—

—

—

—

—

—

—

—
Principal payments net of draws on active deferred loans for the three months ended June 30, 2022 (b)

N/A

—

N/A

—

N/A

—

N/A

—

N/A

—
Balance at June 30, 2022

—

$
—

—

$
—

—

$
—

—

$
—

—

$
—

Percent of Total Section 4013 CARES Act Modifications as of June 30, 2022



0.00%



0.00%



0.00%



0.00%

0.00%
Percent of Total Section 4013 CARES Act Modifications to Total Loans as of June 30, 2022



0.00%



0.00%



0.00%



0.00%

0.00%
Subsequent modifications granted during the three months ended June 30, 2022 for active deferred loans outstanding as of June 30, 2022

—

$
—

—

$
—

—

$
—

—

$
—

—

$
—

~~(a) Includes payments made prior to return to normal payment status during the three month period~~

(b) Draws include those made on lines of credit and other loans contractually allowing draws of principal. No construction loans have experienced a Section 4013 CARES Act modification at the dates indicated.

~~The recorded investment, unpaid principal balance, and the related allowance of the Company’s impaired loans are summarized below at June 30, 2022 and December 31, 2021.~~

(Dollars in thousands)

June 30, 2022

December 31, 2021




Unpaid





Unpaid


Recorded

Principal

Related

Recorded

Principal

Related

Investment

Balance

Allowance

Investment

Balance

Allowance
With no related allowance recorded:












Commercial and Industrial

$
991

$
991

$
0

$
1,017

$
1,017

$
0
Commercial Real Estate

10,448

13,381

0

11,803

14,735

0
Residential Real Estate

845

877

0

853

885

0




With an allowance recorded:




Commercial and Industrial

0

0

0

0

0

0
Commercial Real Estate

—

—

—

—

—

0
Residential Real Estate

0

0

0

0

0

0
Total

$
12,284

$
15,249

$
—

$
13,673

$
16,637

$
0

Total consists of:




Commercial and Industrial

$
991

$
991

$
0

$
1,017

$
1,017

$
0
Commercial Real Estate

$
10,448

$
13,381

$
—

$
11,803

$
14,735

$
0
Residential Real Estate

$
845

$
877

$
—

$
853

$
885

$
0

At June 30, 2022 and December 31, 2021, $7,669,000 and $8,020,000 of loans classified as TDRs were included in impaired loans with a total allocated allowance of $0 at both June 30, 2022 and December 31, 2021. The recorded investment represents the loan balance reflected on the consolidated balance sheets net of any charge-offs. The unpaid balance is equal to the gross amount due on the loan.

The average recorded investment and interest income recognized for the Company’s impaired loans are summarized below for the three ~~and six~~ months ended ~~June 30, 2022 and 2021.~~March 31, 2022.


(Dollars in thousands)	For the Three Months Ended				For the Three Months Ended				For the Three Months Ended
	June 30, 2022				June 30, 2021				March 31, 2022
	Average		Interest		Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized		Investment		Recognized
With no related allowance recorded:
Commercial and Industrial	$	998	$	3	$	1,057	$	2	$	1,010	$	2
Commercial Real Estate		10,801		70		12,750		95		11,699		72
Residential Real Estate		847		0		1,233		1		851		—

With an allowance recorded:
Commercial and Industrial		0		0		0		0		—		—
Commercial Real Estate		0		0		483		0		—		—
Residential Real Estate		0		0		0		0		—		—
Total	$	12,646	$	73	$	15,523	$	98	$	13,560	$	74

Total consists of:
Commercial and Industrial	$	998	$	3	$	1,057	$	2	$	1,010	$	2
Commercial Real Estate	$	10,801	$	70	$	13,233	$	95	$	11,699	$	72
Residential Real Estate	$	847	$	0	$	1,233	$	1	$	851	$	—

Of the ~~$73,000 and $98,000~~$74,000 in interest income recognized on impaired loans for the three months ended ~~June 30,~~March 31, 2022, ~~and 2021 respectively,~~ $0 ~~and $3,000~~ in interest income was recognized with respect to non-accrual ~~loans for each respective period.~~loans.

(Dollars in thousands)

For the Six Months Ended

For the Six Months Ended

June 30, 2022

June 30, 2021


Average

Interest

Average

Interest

Recorded

Income

Recorded

Income

Investment

Recognized

Investment

Recognized
With no related allowance recorded:








Commercial and Industrial

$
1,004

$
5

$
1,071

$
5
Commercial Real Estate

11,247

142

12,564

188
Residential Real Estate

849

—

1,142

1




With an allowance recorded:




Commercial and Industrial

—

—

—

—
Commercial Real Estate

—

—

484

—
Residential Real Estate

—

—

—

—
Total

$
13,100

$
147

$
15,261

$
194




Total consists of:




Commercial and Industrial

$
1,004

$
5

$
1,071

$
5
Commercial Real Estate

$
11,247

$
142

$
13,048

$
188
Residential Real Estate

$
849

$
—

$
1,142

$
1

Of the $147,000 and $194,000 in interest income recognized on impaired loans for the six months ended June 30, 2022 and 2021 respectively, $0 and $3,000 in interest income was recognized with respect to non-accrual loans for each respective period.

Total non-performing assets (which includes loans receivable on non-accrual status, foreclosed assets held for resale and loans past-due 90 days or more and still accruing interest) as of June 30, 2022 and December 31, 2021 were as follows:

(Dollars in thousands)

June 30,

December 31,

2022

2021
Commercial and Industrial

$
683

$
708
Commercial Real Estate

4,454

5,519
Residential Real Estate

833

839
Total non-accrual loans

5,970

7,066
Foreclosed assets held for resale

—

—
Loans past-due 90 days or more and still accruing interest

166

—
Total non-performing assets

$
6,136

$
7,066

There were 0 foreclosed assets held for resale at June 30, 2022 or December 31, 2021. Consumer mortgage loans secured by residential real estate for which the Company has entered into formal foreclosure proceedings but for which physical possession has yet to be obtained amounted to $41,000 at both June 30, 2022 and December 31, 2021. These balances were not included in foreclosed assets held for resale at June 30, 2022 or December 31, 2021.

~~The following tables present the classes of the loan portfolio, including non-accrual loans and TDRs, summarized by past-due status at June 30, 2022 and December 31, 2021:~~

(Dollars in thousands)













90 Days

Or Greater

Past Due

90 Days

Current-

and Still

30-59 Days

60-89 Days

or Greater

Total

29 Days

Total

Accruing

Past Due

Past Due

Past Due

Past Due

Past Due

Loans

Interest
June 30, 2022:














Commercial and Industrial

$
150

$
—

$
656

$
806

$
81,733

$
82,539

$
0
Commercial Real Estate

474

—

3,783

4,257

564,001

568,258

0
Residential Real Estate

150

117

999

1,266

147,355

148,621

166
Consumer

0

9

0

9

5,393

5,402

0
Total

$
774

$
126

$
5,438

$
6,338

$
798,482

$
804,820

$
166

(Dollars in thousands)













90 Days

Or Greater

Past Due

90 Days

Current-

and Still

30-59 Days

60-89 Days

or Greater

Total

29 Days

Total

Accruing

Past Due

Past Due

Past Due

Past Due

Past Due

Loans

Interest
December 31, 2021:














Commercial and Industrial

$
47

$
0

$
678

$
725

$
81,801

$
82,526

$
—
Commercial Real Estate

116

189

4,891

5,196

516,458

521,654

—
Residential Real Estate

553

191

839

1,583

141,800

143,383

—
Consumer

14

0

0

14

5,264

5,278

—
Total

$
730

$
380

$
6,408

$
7,518

$
745,323

$
752,841

$
—

~~At this time, there have been no material fluctuations in past-due loans as a result of the COVID-19 pandemic.~~

At June 30, 2022 and December 31, 2021, commitments to lend additional funds with respect to impaired loans consisted of one irrevocable letter of credit totaling $1,249,000 that was associated with a loan to a developer of a residential sub-division.

NOTE 5 — DEPOSITS

Major classifications of deposits at ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 consisted of:


(Dollars in thousands)	June 30,		December 31,		March 31,		December 31,
	2022		2021		2023		2022
Non-interest bearing demand	$	230,513	$	249,040	$	229,621	$	231,754
Interest bearing demand		325,624		395,033		284,281		335,559
Savings		276,599		260,804		234,946		260,086
Time certificates of deposits less than $250,000		147,603		158,914		173,287		151,575
Time certificates of deposits $250,000 or greater		11,699		13,030		24,454		13,400
Other time		1,570		1,148		1,326		1,125
Total deposits	$	993,608	$	1,077,969	$	947,915	$	993,499

Total deposits decreased ~~$84,361,000~~$45,584,000 to ~~$993,608,000~~$947,915,000 as of ~~June 30, 2022~~March 31, 2023 due to decreases in non-interest bearing demand, interest bearing demand and ~~time~~savings deposits. The decrease in deposits was mainly the result of a ~~$95,504,000~~$38,711,000 decrease in ~~highly rate sensitive~~municipal deposits and other normal fluctuations in deposits during the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023.

2731

NOTE 6 — BORROWINGS

Short-Term Borrowings

Short-term borrowings include federal funds purchased, securities sold under agreements to repurchase, the Federal Discount Window, and Federal Home Loan Bank of Pittsburgh (“FHLB”) advances, which generally represent overnight or less than 30-day borrowings.

Short-term borrowings and weighted–average interest rates at ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 are as follows:


(Dollars in thousands)	June 30, 2022				December 31, 2021				March 31, 2023				December 31, 2022
			Average				Average				Average				Average
	Amount		Rate		Amount		Rate		Amount		Rate		Amount		Rate
Federal funds purchased	$	0	0	%	$	0	0.36	%	$	—	—	%	$	—	—	%
Securities sold under agreements to repurchase		25,311	0.36	%		27,377	0.35	%		20,734	2.57	%		20,368	0.84	%
Federal Discount Window		0	0.70	%		0	0.36	%		875	3.85	%		—	2.78	%
Federal Home Loan Bank of Pittsburgh		104,412	1.16	%		0	0.34	%		158,298	4.97	%		133,050	2.82	%
Total	$	129,723	0.77	%	$	27,377	0.35	%	$	179,907	4.69	%	$	153,418	2.21	%

Securities Sold Under Agreements to Repurchase (“Repurchase Agreements”)

The Company enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Company may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Company to repurchase the assets.

As a result, these repurchase agreements are accounted for as collateralized financing agreements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability on the Company’s consolidated balance sheets, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. In other words, there is not offsetting or netting of the investment securities assets with the repurchase agreement liabilities. In addition, as the Company does not enter into reverse repurchase agreements, there is no such offsetting to be done with the repurchase agreements.

The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Company be in default (e.g., fails to make an interest payment to the counterparty). The collateral is held by a correspondent bank in the counterparty’s custodial account. The counterparty has the right to sell or repledge the investment securities.

~~The following table presents the short-term borrowings subject to an enforceable master netting arrangement or repurchase agreements as of June 30, 2022 and December 31, 2021.~~

(Dollars in thousands)



Gross

Net Amounts






Amounts

of Liabilities

Offset

Presented

Gross

in the

in the

Amounts of

Consolidated

Consolidated

Cash

Recognized

Balance

Balance

Financial

Collateral

Net

Liabilities

Sheet

Sheet

Instruments

Pledge

Amount
June 30, 2022












Repurchase agreements (a)

$
25,311

$
0

$
25,311

$
(25,311)

$
0

$
0












December 31, 2021












Repurchase agreements (a)

$
27,377

$
0

$
27,377

$
(27,377)

$
0

$
0

~~(a)~~

~~As of June 30, 2022 and December 31, 2021, the fair value of securities pledged in connection with repurchase agreements was $30,603,000 and $37,735,000 , respectively.~~

2832

The following table presents the short-term borrowings subject to an enforceable master netting arrangement or repurchase agreements as of March 31, 2023 and December 31, 2022.

(Dollars in thousands)

Gross

Net Amounts

Amounts

of Liabilities

Offset

Presented

Gross

in the

Amounts of

Consolidated

Cash

Recognized

Balance

Financial

Collateral

Net

Liabilities

Sheet

Instruments

Pledge

Amount

March 31, 2023

Repurchase agreements (a)

20,734

—

20,734

(20,734)

—

December 31, 2022

Repurchase agreements (a)

20,368

—

20,368

(20,368)

—

(a)	As of March 31, 2023 and December 31, 2022, the fair value of securities pledged in connection with repurchase agreements was $26,188,000 and $34,160,000, respectively.

The following table presents the remaining contractual maturity of the master netting arrangement or repurchase agreements as of ~~June 30, 2022:~~March 31, 2023:


(Dollars in thousands)	Remaining Contractual Maturity of the Agreements										Remaining Contractual Maturity of the Agreements
	Overnight				Greater		Greater				Overnight				Greater		Greater
	and		Up to		30 -90		than				and		Up to		30 -90		than
	Continuous		30 days		Days		90 Days		Total		Continuous		30 days		Days		90 Days		Total
June 30, 2022:
March 31, 2023:
Repurchase agreements and repurchase-to-maturity transactions:
U.S. Treasury and/or agency securities	$	25,311	$	0	$	0	$	0	$	25,311	$	20,734	$	—	$	—	$	—	$	20,734
Total	$	25,311	$	0	$	0	$	0	$	25,311	$	20,734	$	—	$	—	$	—	$	20,734

Long-Term Borrowings and Letters of Credit

Long-term borrowings are comprised of advances from the FHLB.

Irrevocable standby letters of credit may be issued to a customer/beneficiary by the FHLB on the Company’s behalf in order to secure public/municipal unit deposits, provide credit enhancement to certain transaction types, or to support payment obligations to third parties. These irrevocable standby letters of credit are supported by an irrevocable and independent guarantee by the FHLB for the Company’s pledging obligation to secure public/municipal unit deposits which eliminates the need for the Company to pledge collateral in the amount necessary to secure these funds. The Company began utilizing this service offered by the FHLB during the second quarter of 2021. There were 0no irrevocable standby letters of credit which could be drawn on through FHLB’s close of business on ~~June 30, 2022.~~March 31, 2023. Any irrevocable standby letters of credit are issued as necessary in an amount appropriate to secure specific public/municipal unit deposits.

Under terms of a blanket agreement, collateral for the FHLB loans and letters of credit consists of certain qualifying assets of the Corporation’s banking subsidiary. Principal qualifying assets are certain real estate mortgages and investment securities. As of ~~June 30, 2022,~~March 31, 2023, loans of ~~$641,482,000~~$714,475,000 were pledged to FHLB which resulted in a FHLB maximum borrowing capacity of ~~$458,318,000.~~$504,375,900. As of ~~June 30, 2022, 0~~March 31, 2023, no securities were pledged as collateral to FHLB to secure FHLB loans and letters of credit.

NOTE 7 — SUBORDINATED DEBT

On December 10, 2020, the Corporation issued $25,000,000 aggregate principal amount of Subordinated Notes due 2030 (the “2020 Notes”) to accredited investors. The 2020 Notes are intended to be treated as Tier 2 capital for

regulatory capital purposes. The Company utilized the net proceeds it received from the sale of the 2020 Notes to support organic growth and for general corporate purposes.

The 2020 Notes bear a fixed interest rate of 4.375% per year for the first five years and then float based on a benchmark rate (as defined). Interest is payable semi-annually in arrears on June 30 and December 31 of each year, which began on June 30, 2021, for the first five years after issuance and will be payable quarterly in arrears thereafter on March 31, June 30, September 30 and December 31. The 2020 Notes will mature on December 31, 2030 and are redeemable in whole or in part, without premium or penalty, at any time on or after December 31, 2025 and prior to December 31, 2030. Additionally, if all or any portion of the 2020 Notes cease to be deemed Tier 2 capital, the Corporation may redeem, in whole and not in part, at any time upon giving not less than ten days’ notice, an amount equal to one hundred percent (100%) of the principal amount outstanding plus accrued but unpaid interest to but excluding the date fixed for redemption.

Holders of the 2020 Notes may not accelerate the maturity of the 2020 Notes, except upon the bankruptcy, insolvency, liquidation, receivership or similar law of the Corporation or the Bank.

NOTE 8 — COMMITMENTS AND CONTINGENCIES

In the normal course of business, there are various pending legal actions and proceedings that are not reflected in the consolidated financial statements. Management does not believe the outcome of these actions and proceedings will have a material effect on the consolidated financial position or results of operations of the Company.

The ~~Bank~~Company currently leases 4three branch banking facilities and 1one parcel of land under operating leases. At ~~June 30, 2022,~~March 31, 2023, right-of-use assets and lease liabilities were recorded related to these operating leases totaling ~~$1,013,000~~$1,548,000 and ~~$1,495,000,~~$2,041,000, respectively. At December 31, ~~2021,~~2022, right-of-use assets and lease liabilities stood at ~~$1,025,000~~$1,541,000 and ~~$1,499,000, respectively. Further options~~$2,029,000, respectively, in the consolidated balance sheets. Options to extend or terminate a lease may be included in our lease agreements. When it is reasonably certain that we will exercise those options, the right-of-use asset and lease ~~are not applicable for any of~~liability will reflect the ~~5 leases.~~renewal or termination option. No significant assumptions or judgements were made in determining whether a contract contained a lease or in the consideration of lease versus non-lease components. None of the leases contained an implicit rate; therefore, our incremental borrowing rate was used for each of the leases.

The ~~Bank~~Company recognized total operating lease costs for the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022 of $58,000 and ~~2021 of $90,000 and $89,000,~~$45,000, respectively. Operating lease costs are included in occupancy, net in the accompanying statements of income. Cash payments totaled ~~$83,000~~$55,000 and ~~$77,000,~~$41,000, respectively, for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021.~~2022.

The ~~Bank~~Company currently has 1one finance lease for equipment. At ~~June 30, 2022,~~March 31, 2023, right-of-use assets and lease liabilities were recorded related to the finance lease totaling $34,000 and ~~$11,000,~~$4,000, respectively. At December 31, ~~2021,~~2022, right-of-use assets and lease liabilities stood at $34,000 and ~~$16,000,~~$6,000, respectively. Amounts recognized as right-of-use assets and lease liabilities related to finance leases are included in premises and equipment, net and other liabilities, respectively, in the accompanying balance sheet. Further options to extend or terminate the lease are not applicable for the lease. No significant assumptions or judgements were made in determining whether a contract contained a lease or in the consideration of lease versus non-lease components. The lease did not contain an implicit rate; therefore, our incremental borrowing rate was used.

Total finance lease costs that were recognized by the ~~Bank~~Company for the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ were immaterial. Cash payments totaled ~~$5,000~~$2,000 for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021.~~

~~The following table displays the weighted-average term and discount rates for operating and finance leases outstanding as of June 30, 2022 and December 31, 2021.~~

June 30,

December 31,

June 30,

December 31,

2022

2021

2022

2021

Operating


Operating

Finance


Finance

Weighted-average term (years)

24.20

24.51

1.17

1.67

Weighted-average discount rate

3.91%

3.89%

0.68%

0.68%

~~A maturity analysis of operating and finance lease liabilities and reconciliation of the undiscounted cash flows to the total operating or finance lease liability is as follows:~~

(Dollars in thousands)

June 30,

December 31,

June 30,

December 31,

2022

2021

2022

2021
Minimum Lease Payments due:

Operating

Operating

Finance

Finance
Within one year

$
100

$
120

$
10

$
10
After one but within two years

68

68

2

7
After two but within three years

68

68

—

—
After three but within four years

68

68

—

—
After four but within five years

75

68

—

—
After five years

2,149

2,190

—

—
Total undiscounted cash flows

2,528

2,582

12

17
Discount on cash flows

(1,033)

(1,083)

(1)

(1)
Total lease liability

$
1,495

$
1,499

$
11

$
16

2022.

3034

The following table displays the weighted-average term and discount rates for operating and finance leases outstanding as of March 31, 2023 and December 31, 2022.

March 31,

December 31,

March 31,

December 31,

2023

2022

2023

2022

Operating

Operating

Finance

Finance

Weighted-average term (years)

20.41

20.56

0.42

0.67

Weighted-average discount rate

4.23%

4.23%

0.68%

0.68%

A maturity analysis of operating and finance lease liabilities and reconciliation of the undiscounted cash flows to the total operating or finance lease liability is as follows:


(Dollars in thousands)	March 31,		December 31,		March 31,		December 31,
	2023		2022		2023		2022
Minimum Lease Payments due:	Operating		Operating		Finance		Finance
Within one year	$	166	$	175	$	4	$	7
After one but within two years		140		140		—		—
After two but within three years		140		140		—		—
After three but within four years		143		140		—		—
After four but within five years		155		154		—		—
After five years		2,435		2,474		—		—
Total undiscounted cash flows		3,179		3,223		4		7
Discount on cash flows		(1,138)		(1,194)		—		(1)
Total lease liability	$	2,041	$	2,029	$	4	$	6

NOTE 9 — FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONCENTRATIONS OF CREDIT RISK

Financial Instruments with Off-Balance Sheet Risk

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

The Company’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments.

The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

The Company may require collateral or other security to support financial instruments with off-balance sheet credit risk.

The contract or notional amounts at ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 were as follows:


(Dollars in thousands)
	June 30, 2022		December 31, 2021		March 31, 2023		December 31, 2022
Financial instruments whose contract amounts represent credit risk:
Commitments to extend credit	$	123,931	$	142,335	$	133,124	$	121,938
Financial standby letters of credit	$	1,714	$	2,000	$	2,130	$	2,124
Performance standby letters of credit	$	3,113	$	3,727	$	3,458	$	3,472

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses that may require payment of a fee. Since some of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, owner-occupied income-producing commercial properties, and residential real estate.

Standby letters of credit are conditional commitments issued by the Company to guarantee payment to a third party when a customer either fails to repay an obligation or fails to perform some non-financial obligation. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company may hold collateral (similar to the items held as collateral for commitments to extend credit) to support standby letters of credit for which collateral is deemed necessary.

Financial Instruments with Concentrations of Credit Risk

The Company originates primarily commercial and residential real estate loans to customers predominately in ~~northeastern Pennsylvania.~~the Company’s primary five county, Pennsylvania market area. The ability of the majority of the Company’s customers to honor their contractual loan obligations is dependent on the economy and real estate market in this area. At ~~June 30, 2022,~~March 31, 2023, the Company had ~~$716,879,000~~$767,060,000 in loans secured by real estate, which represented ~~89.1%~~89.0% of total loans. The real estate loan portfolio is largely secured by lessors of residential buildings and dwellings, lessors of non-residential buildings, and lessors of hotels/motels. As of

March 31,

~~June 30, 2022~~ 2023 and December 31, ~~2021,~~2022, management is of the opinion that there were no concentrations exceeding 10% of total loans with regard to loans to borrowers who were engaged in similar activities that were similarly impacted by economic or other conditions.

As all financial instruments are subject to some level of credit risk, the Company requires collateral and/or guarantees for all loans. Collateral may include, but is not limited to property, plant, and equipment, commercial and/or residential real estate property, land, and pledge of securities. In the event of a borrower’s default, the collateral supporting the loan may be seized in order to recoup losses associated with the loan. The Company also establishes an allowance for ~~loan~~credit losses that constitutes the amount available to absorb losses within the loan portfolio that may exist due to deficiencies in collateral values.

NOTE 10 — FAIR VALUE MEASUREMENTS

Fair value measurement and disclosure guidance defines fair value as the price that would be received to sell the asset or transfer the liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. This guidance provides additional information on determining when the volume and level of activity for the asset or liability has significantly decreased. The guidance also includes information on identifying circumstances when a transaction may not be considered orderly.

Fair value measurement and disclosure guidance provides a list of factors that a reporting entity should evaluate to determine whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. When the reporting entity concludes there has been a significant decrease in the volume and level of activity for the asset or liability, further analysis of the information from

that market is needed and significant adjustments to the related prices may be necessary to estimate fair value in accordance with the fair value measurement and disclosure guidance.

This guidance clarifies that when there has been a significant decrease in the volume and level of activity for the asset or liability, some transactions may not be orderly. In those situations, the entity must evaluate the weight of the evidence to determine whether the transaction is orderly. The guidance provides a list of circumstances that may indicate that a transaction is not orderly. A transaction price that is not associated with an orderly transaction is given little, if any, weight when estimating fair value.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own belief about the assumptions market participants would use in pricing the asset or liability based upon the best information available. Fair value measurement and disclosure guidance establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1 Inputs: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 Inputs: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability;

Level 3 Inputs: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

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

Financial Assets Measured at Fair Value on a Recurring Basis

At March 31, 2023 and December 31, 2022, securities measured at fair value on a recurring basis and the valuation methods used are as follows:

(Dollars in thousands)

March 31, 2023

Level 1

Level 2

Level 3

Total

Debt Securities Available-for-Sale:

U.S. Treasury securities

6,966

—

6,966

Obligations of U.S. Government Agencies and Sponsored Agencies:

Mortgaged-backed

—

131,116

—

131,116

Other

—

10,424

—

10,424

Other mortgage backed debt securities

—

32,017

—

32,017

Obligations of state and political subdivisions

—

89,489

—

89,489

Asset-backed securities

—

33,782

—

33,782

Corporate debt securities

—

42,476

—

42,476

Total debt securities available-for-sale

6,966

339,304

—

346,270

Marketable equity securities

1,544

—

1,544

Total recurring fair value measurements

8,510

339,304

—

347,814

3237

~~Financial Assets Measured at Fair Value on a Recurring Basis~~

~~At June 30, 2022 and December 31, 2021, securities measured at fair value on a recurring basis and the valuation methods used are as follows:~~

(Dollars in thousands)


June 30, 2022

Level 1

Level 2

Level 3

Total
Debt Securities Available-for-Sale:








U.S. Treasury securities

$
18,958

$
0

$
0

$
18,958
Obligations of U.S. Government Agencies and Sponsored Agencies:





Mortgaged-backed

0

104,245

0

104,245
Other

0

5,939

0

5,939
Other mortgage backed debt securities

0

38,556

0

38,556
Obligations of state and political subdivisions

0

164,536

0

164,536
Asset backed securities

0

31,360

0

31,360
Corporate debt securities

0

46,666

0

46,666
Total debt securities available-for-sale

18,958

391,302

0

410,260
Marketable equity securities

1,661

0

0

1,661
Total recurring fair value measurements

$
20,619

$
391,302

$
0

$
411,921


(Dollars in thousands)

December 31, 2021	Level 1		Level 2		Level 3		Total
December 31, 2022									Level 1		Level 2		Level 3		Total
Debt Securities Available-for-Sale:
U.S. Treasury securities	$	7,729	$	0	$	0	$	7,729	$	6,801	$	—	$	—	$	6,801
Obligations of U.S. Government Agencies and Sponsored Agencies:
Mortgaged-backed		0		114,911		0		114,911		—		131,675		—		131,675
Other		0		7,576		0		7,576		—		11,180		—		11,180
Other mortgage backed debt securities		0		39,550		0		39,550		—		33,688		—		33,688
Obligations of state and political subdivisions		0		186,176		0		186,176		—		110,689		—		110,689
Asset backed securities		0		36,542		0		36,542
Asset-backed securities										—		36,418		—		36,418
Corporate debt securities		0		45,432		0		45,432		—		42,993		—		42,993
Total debt securities available-for-sale		7,729		430,187		0		437,916		6,801		366,643		—		373,444
Marketable equity securities		1,962		0		0		1,962		1,699		—		—		1,699
Total recurring fair value measurements	$	9,691	$	430,187	$	0	$	439,878	$	8,500	$	366,643	$	—	$	375,143

The estimated fair values of equity securities and US Treasury debt securities classified as Level 1 are derived from quoted market prices in active markets; the equity securities consist mainly of stocks held in other banks. The estimated fair values of all debt securities classified as Level 2 are obtained from nationally-recognized third-party pricing agencies. The estimated fair values are derived primarily from cash flow models, which include assumptions for interest rates, credit losses, and prepayment speeds. The significant inputs utilized in the cash flow models are based on market data obtained from sources independent of the Company (observable inputs), and are therefore classified as Level 2 within the fair value hierarchy. The Company does not have any Level 3 inputs for securities. There were no transfers between Level 1 and Level 2 during ~~2022~~2023 or ~~2021.~~2022.

Financial Assets Measured at Fair Value on a Nonrecurring Basis

~~At June 30, 2022 and December 31, 2021, impaired~~Periodically, non-recurring adjustments may be applied to the carrying value of loans ~~measured at~~based on the fair value ~~on a nonrecurring basis are~~measurements for partial charge-offs of the uncollectible portions of those loans. Non-recurring adjustments can also include certain specific allocation amounts for individually evaluated collateral-dependent loans as ~~follows:~~

(Dollars in thousands)

Level 1

Level 2

Level 3

Total
Assets at June 30, 2022








Impaired loans:








Commercial Real Estate

$
0

$
0

$
5,919

$
5,919
Residential Real Estate

0

0

30

30
Total impaired loans

$
0

$
0

$
5,949

$
5,949

(Dollars in thousands)

Level 1

Level 2

Level 3

Total
Assets at December 31, 2021








Impaired loans:








Commercial Real Estate

$
0

$
0

$
5,954

$
5,954
Residential Real Estate

0

0

30

30
Total impaired loans

$
0

$
0

$
5,984

$
5,984

calculated when establishing the allowance for credit losses. The Company’s ~~impaired loan~~ valuation procedure for any individually evaluated loans greater than $250,000 requires an appraisal to be obtained and reviewed annually at year end unless the Board of Directors waives such requirement for a specific loan, in favor of obtaining a Certificate of Inspection instead, defined as an internal evaluation completed by the Company. A quarterly collateral evaluation is performed which may include a site visit, property pictures and discussions with realtors and other similar business professionals to ascertain current values. For ~~impaired~~individually evaluated loans less than $250,000 upon classification and annually at year end, the Company completes a Certificate of Inspection, which includes an onsite inspection, and considers value indicators such as insured values, tax assessed values, recent sales comparisons and a review of the previous evaluations.These assets are included as Level 3 fair values, based upon the lowest level that is significant to the fair value measurements. The fair value consists of the ~~impaired~~individually evaluated loan balances less the valuation allowance and/or charge-offs. There were 0no transfers between valuation levels in 2023 and 2022.

Following the adoption of ASU No. 2016-13, at March 31, 2023, individually evaluated loans measured at fair value on a nonrecurring basis are as follows:


(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets at March 31, 2023
Individually evaluated loans:
Commercial Real Estate	$	—	$	—	$	2,340	$	2,340
Residential Real Estate		—		—		30		30
Total individually evaluated loans	$	—	$	—	$	2,370	$	2,370

Prior to the adoption of ASU No. 2016-13, at December 31, 2022, ~~and 2021.~~impaired loans measured at fair value on a nonrecurring basis were as follows:


(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets at December 31, 2022
Impaired loans:
Commercial Real Estate	$	—	$	—	$	5,167	$	5,167
Residential Real Estate		—		—		30		30
Total impaired loans	$	—	$	—	$	5,197	$	5,197

Nonfinancial Assets Measured at Fair Value on a Nonrecurring Basis

There were no foreclosed assets held for resale measured at fair value on a nonrecurring basis at ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.

The Company’s foreclosed asset valuation procedure requires an appraisal or a Certificate of Inspection, which considers the sales prices of similar properties in the proximate vicinity, to be completed periodically with the exception of those cases in which the Bank has obtained a sales agreement. These assets are included as Level 3 fair values, based upon the lowest level that is significant to the fair value measurements. There were 0no transfers between valuation levels in ~~2022~~2023 and ~~2021.~~2022.

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


(Dollars in thousands)	Quantitative Information about Level 3 Fair Value Measurements

Post-ASU No. 2016-13 Adoption:	Fair Value					Weighted
March 31, 2023	Estimate		Valuation Technique	Unobservable Input	Range	Average
Individually evaluated loans - collateral dependent	$	2,370	Appraisal of collateral^1,3 Certificate of Inspection^1,3	Appraisal adjustments² Qualitative Adjustments⁴	(0%) – (5%)	(5%)

Pre-ASU No. 2016-13 Adoption:
December 31, 2022
Impaired loans - collateral dependent	$	2,370	Appraisal of collateral^1,3 Certificate of Inspection^1,3	Appraisal adjustments² Qualitative Adjustments⁴	(0%) – (5%)	(5%)
Impaired loans - other	$	2,827	Discounted cash flow	Discount rate	(4%) – (7%)	(6%)

1. Fair value is generally determined through independent appraisals or Certificates of Inspection of the underlying collateral, as defined by Bank regulators.

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

3. Includes qualitative adjustments by management and estimated liquidation expenses.

4. Collateral values may be adjusted downward by management for qualitative factors such as economic conditions and estimated liquidation expenses.

3439

(Dollars in thousands)

Quantitative Information about Level 3 Fair Value Measurements

Fair Value

Weighted
June 30, 2022

Estimate

Valuation Technique

Unobservable Input

Range

Average
Impaired loans - collateral dependent

$
3,120

Appraisal of collateral^1,3
Certificate of Inspection^1,3

Appraisal adjustments²
Qualitative Adjustments⁴

(15%) – (44%)

(15%)
Impaired loans - other

$
2,829

Discounted cash flow

Discount rate

(7%) – (7%)

(7%)










December 31, 2021










Impaired loans - collateral dependent

$
3,120

Appraisal of collateral^1,3
Certificate of Inspection^1,3

Appraisal adjustments²
Qualitative Adjustments⁴

(15%) – (44%)

(15%)
Impaired loans - other

$
2,864

Discounted cash flow

Discount rate

(7%) – (7%)

(7%)

~~1. Fair value is generally determined through independent appraisals or Certificates of Inspection of the underlying collateral, as defined by Bank regulators.~~

~~3. Includes qualitative adjustments by management and estimated liquidation expenses.~~

~~4. Collateral values may be adjusted downward by management for qualitative factors such as economic conditions and estimated liquidation expenses.~~

Fair Value of Financial Instruments Measured on a Nonrecurring Basis


(Dollars in thousands)	Carrying		Fair Value Measurements at June 30, 2022								Carrying		Fair Value Measurements at March 31, 2023
	Amount		Level 1		Level 2		Level 3		Total		Amount		Level 1		Level 2		Level 3		Total
FINANCIAL ASSETS:
Cash and due from banks	$	9,441	$	9,441	$	0	$	0	$	9,441	$	11,278	$	11,278	$	—	$	—	$	11,278
Interest-bearing deposits in other banks		783		0		783		0		783		1,035		—		1,035		—		1,035
Time deposits with other banks		0		0		0		0		0
Restricted investment in bank stocks		5,753		0		5,753		0		5,753		8,352		—		8,352		—		8,352
Net loans		795,660		0		0		774,976		774,976		855,041		—		—		827,192		827,192
Mortgage servicing rights		349		0		0		349		349		304		—		—		304		304
Accrued interest receivable		4,473		0		4,473		0		4,473		4,035		—		4,035		—		4,035

FINANCIAL LIABILITIES:
Demand, savings and other deposits		832,736		0		832,736		0		832,736		748,848		—		748,848		—		748,848
Time deposits		160,872		0		156,636		0		156,636		199,067		—		195,062		—		195,062
Short-term borrowings		129,723		0		129,106		0		129,106		179,907		—		179,939		—		179,939
Long-term borrowings		25,000		0		24,598		0		24,598		25,000		—		24,435		—		24,435
Subordinated debentures		25,000		0		22,428		0		22,428		25,000		—		22,990		—		22,990
Accrued interest payable		273		0		273		0		273		1,289		—		1,289		—		1,289

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS		0		0		0		0		0		—		—		—		—		—


(Dollars in thousands)	Carrying		Fair Value Measurements at December 31, 2021								Carrying		Fair Value Measurements at December 31, 2022
	Amount		Level 1		Level 2		Level 3		Total		Amount		Level 1		Level 2		Level 3		Total
FINANCIAL ASSETS:
Cash and due from banks	$	9,600	$	9,600	$	0	$	0	$	9,600	$	9,441	$	9,441	$	—	$	—	$	9,441
Interest-bearing deposits in other banks		51,738		0		51,738		0		51,738		1,297		—		1,297		—		1,297
Time deposits with other banks		247		0		247		0		247
Restricted investment in bank stocks		1,919		0		1,919		0		1,919		7,136		—		7,136		—		7,136
Net loans		744,161		0		0		762,914		762,914		850,195		—		—		810,104		810,104
Mortgage servicing rights		367		0		0		367		367		319		—		—		319		319
Accrued interest receivable		4,361		0		4,361		0		4,361		4,391		—		4,391		—		4,391

FINANCIAL LIABILITIES:
Demand, savings and other deposits		904,877		0		904,877		0		904,877		827,399		—		827,399		—		827,399
Time deposits		173,092		0		172,897		0		172,897		166,100		—		160,472		—		160,472
Short-term borrowings		27,377		0		27,380		0		27,380		153,418		—		153,209		—		153,209
Long-term borrowings		35,000		0		35,987		0		35,987		25,000		—		24,090		—		24,090
Subordinated debentures		25,000		0		24,384		0		24,384		25,000		—		22,365		—		22,365
Accrued interest payable		251		0		251		0		251		563		—		563		—		563

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS		0		0		0		0		0		—		—		—		—		—

NOTE 11 — REVENUE RECOGNITION

In accordance with ASU 2014-09 Revenue from Contracts with Customers – Topic 606, and all subsequent ASUs that modified ASC 606, the main types of revenue contracts included in non-interest income within the consolidated statements of income are as follows:

Deposits related fees and service charges

Service charges and fees on deposits, which are included as liabilities in the consolidated balance sheets, consist of fees related to monthly fees for various retail and business checking accounts, automated teller machine (“ATM”) fees (charged for withdrawals by our deposit customers from other bank ATMs) and insufficient funds fees (“NSF”) (which are charged when customers overdraw their accounts beyond available funds). All deposit liabilities are considered to have one-day terms and therefore related fees are recognized in income at the time when the services are provided to the customers. The Company elected to adopt practical expedient related to incremental costs of obtaining deposit contracts. As such, any costs associated with acquiring the deposits, except for time deposits with maturities in excess of one year, are recognized as an expense within non-interest expense in the consolidated statements of income when incurred as the amortization period of the deposit liabilities that otherwise would have been recognized is one year or less.

Wealth/Asset/Trust Management Fees

Wealth management services are delivered to individuals, corporations and retirement funds located primarily within our geographic markets. The Trust Department of the Company conducts the wealth management operations, which provides a broad range of personal and corporate fiduciary services, including the administration of estates.

Assets held in a fiduciary capacity by the Trust Department are not assets of the Company and, therefore, are not included in our consolidated financial statements. Wealth management fees, which are contractually agreed with each customer, are earned each month and recognized on a cash basis based on average fair value of the trust assets under management. The services provided under such a contract are considered a single performance obligation under ASC 606 because they embody a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. Wealth management fees charged by the Trust Department follow a tiered structure

based on the type and size of the assets under management. Wealth management fees are included within non-interest income in the consolidated statements of income. As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the fair value of trust assets under management was ~~$111,330,000~~$113,687,000 and ~~$108,339,000,~~$111,172,000, respectively. The costs of acquiring asset management customers are incremental and recognized within non-interest expense in the consolidated statements of income.

Interchange Fees and Surcharges

Interchange fees are related to the acceptance and settlement of debit card transactions, both point-of-sale and ATM, to cover operating costs and risks associated with the approval and settlement of the transactions. Interchange fees vary by type of transaction and each merchant sector. Net income recognized from interchange fees is included in non-interest income on the consolidated statements of income. A surcharge is assessed for use of the Company’s ATMs by non-customers. All interchange fees and surcharges are recognized as received on a daily basis for the prior business day’s transactions. All expenses related to the settlement of debit card transactions (both point-of-sale and ATM) are recognized on a monthly basis and included in non-interest expense on the consolidated statements of income.

NOTE 12 — EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed by dividing net income by the ~~weighted average~~weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the ~~Company.~~Corporation. At ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ there were 0no potential common shares outstanding. The following table sets forth the computation of basic and diluted earnings per share.


(In thousands, except earnings per share)	Three Months Ended				Three Months Ended
	June 30,				March 31,
	2022		2021		2023		2022
Net income	$	3,822	$	3,605	$	1,357	$	3,543
Weighted-average common shares outstanding		5,964		5,905		6,019		5,947
Basic and diluted earnings per share	$	0.64	$	0.61	$	0.23	$	0.60

(In thousands, except earnings per share)
Six Months Ended

June 30,

2022

2021
Net income
$
7,365

$
7,483
Weighted-average common shares outstanding

5,956

5,894
Basic and diluted earnings per share
$
1.24

$
1.27

NOTE 13 — GOODWILL

Goodwill resulted from the acquisition of the Pocono Community Bank in November 2007 and of certain fixed and operating assets acquired and deposit liabilities assumed of the branch of another financial institution in Danville, Pennsylvania, in January 2004. Such goodwill represents the excess cost of the acquired assets relative to the assets’ fair value at the dates of acquisition. In accordance with current accounting standards, goodwill is not amortized. Goodwill totaled $19,133,000 at ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.

Impairment testing is performed on an annual basis, using either a qualitative or quantitative approach. The assumptions used in the impairment test of goodwill are susceptible to change based on changes in economic conditions and other factors, including our stock price. Any change in the assumptions utilized to determine the carrying value of goodwill could adversely affect our results of operations.

Goodwill was evaluated for impairment at December 31, ~~2021,~~2022, and it was determined that goodwill was not impaired. Management evaluated the need for an interim goodwill impairment analysis and determined that there were no triggering events or negative factors affecting goodwill since the previous test that would indicate goodwill was impaired as of ~~June 30, 2022.~~March 31, 2023.

3842

Item 2. First Keystone Corporation Management’s Discussion and Analysis of Financial Condition and Results of Operation

This quarterly report contains certain forward-looking statements, which are included pursuant to the “safeharbor” provisions of the Private Securities Litigation Reform Act of 1995, and reflect management’s beliefs and expectations based on information currently available. These forward-looking statements are inherently subject to significant risks and uncertainties, including changes in general economic and financial market conditions, the Company’s ability to effectively carry out its business plans and changes in regulatory or legislative requirements. Other factors that could cause or contribute to such differences are changes in competitive conditions, and pending or threatened litigation. Although management believes the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially.

CRITICAL ACCOUNTING ~~ESTIMATES~~POLICIES

The Company has chosen accounting policies that it believes are appropriate to accurately and fairly report its operating results and financial position, and the Company applies those accounting policies in a consistent manner. The Significant Accounting Policies are summarized in Note 1 to the consolidated financial statements included in the ~~2021~~2022 Annual Report on Form 10-K. ~~There have been no changes~~

Effective January 1, 2023, the Company elected to adopt ASU No. 2016-13, referred to as CECL. Please refer to Note 2- Recent Accounting Standards Updates, Note 3- Securities, and Note 4- Loans and Allowance for Credit Losses for updates reflecting the adoption of ASU No. 2016-13. These Notes supplement updates to the ~~Critical~~accounting policies previously disclosed in Note 1- Summary of Significant Accounting ~~Estimates since~~Policies of the ~~Company filed its~~Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

RESULTS OF OPERATIONS

Quarter ended ~~June 30, 2022~~March 31, 2023 compared to quarter ended ~~June 30, 2021~~March 31, 2022

First Keystone Corporation realized earnings for the three months ended ~~June 30, 2022~~March 31, 2023 of ~~$3,822,000, an increase~~$1,357,000, a decrease of ~~$217,000,~~$2,186,000, or ~~6.0%~~61.7% from the ~~second~~first quarter of ~~2021.~~2022. The ~~increase~~decrease in net income for the three months ended ~~June 30, 2022~~March 31, 2023 was primarily due to ~~an increase~~increases in interest ~~income, mainly due to increased~~paid on deposits, interest ~~rates~~paid on short-term borrowings through the Federal Home Loan Bank, and ~~growth~~salaries and employee benefits expenses, as well as a reduction in ~~commercial real estate loans and increased interest and dividend income earned on securities.~~PPP fees.

On a per share basis, for the three months ended ~~June 30, 2022,~~March 31, 2023, net income was ~~$0.64~~$0.23 versus ~~$0.61~~$0.60 for the same three month period of ~~2021.~~2022. Cash dividends amounted to $0.28 ~~and $0.27~~ per share for the three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021, respectively.~~2022.

NET INTEREST INCOME

The major source of operating income for the Company is net interest income, defined as interest and loan fee income less interest expense. In the three months ended ~~June 30, 2022,~~March 31, 2023, interest income amounted to ~~$11,111,000,~~$13,307,000, an increase of ~~$852,000~~$2,678,000 or ~~8.3%~~25.2% from the three months ended ~~June 30, 2021,~~March 31, 2022, while interest expense amounted to ~~$1,330,000~~$5,503,000 in the three months ended ~~June 30, 2022,~~March 31, 2023, an increase of ~~$42,000~~$4,330,000 or ~~3.3%~~369.1% from the three months ended ~~June 30, 2021.~~March 31, 2022. As a result, net interest income ~~increased $810,000~~decreased $1,652,000 or ~~9.0%~~17.5% to ~~$9,781,000~~$7,804,000 from ~~$8,971,000~~$9,456,000 for the same period in ~~2021.~~2022.

The Company’s net interest margin for the three months ended ~~June 30, 2022~~March 31, 2023 was ~~3.36%~~2.61% compared to ~~3.23%~~3.19% for same period in ~~2021.~~2022. The ~~increase~~decrease in net interest margin was primarily a result of ~~increases in yields earned~~increased rates paid on ~~securities~~deposit products and ~~commercial loans.~~short-term borrowings.

PROVISION FOR ~~LOAN~~CREDIT LOSSES

The provision for ~~loan~~credit losses for the three months ended ~~June 30,~~March 31, 2023 and 2022 was $0 and ~~2021 was $218,000 and $135,000,~~$219,000, respectively. The ~~increase~~decrease in the provision for ~~loan~~credit losses resulted from the Company’s analysis of the current loan portfolio, including historic losses, past-due trends, current economic conditions, loan portfolio growth, and other relevant factors. The provision for ~~loan~~credit losses for the three months ended ~~June 30, 2022~~March 31, 2023 is also reflective of management’s assessment of the continued credit risk associated with the uncertainty surrounding geopolitical and economic concerns. Charge-off and recovery activity in the allowance for ~~loan~~credit losses resulted in net charge-offs of $13,000 for the three months ended March 31, 2023 and net recoveries of ~~$5,000~~

~~and net charge-offs of $58,000~~$38,000 for the the three months ended ~~June 30, 2022 and 2021, respectively.~~March 31, 2022. See Allowance for ~~Loan~~Credit Losses on page 45 for further discussion.

NON-INTEREST INCOME

Total non-interest income was ~~$1,514,000~~$1,452,000 for the three months ended ~~June 30, 2022,~~March 31, 2023, as compared to ~~$1,865,000~~$1,389,000 for the same period in ~~2021, a decrease~~2022, an increase of ~~$351,000,~~$63,000, or ~~18.8%~~4.5%.

Net securities ~~(losses) gains~~losses decreased ~~$96,000~~$7,000 to ($~~68,000)~~56,000) for the three months ended ~~June 30, 2022~~March 31, 2023 as compared to the three months ended ~~June 30, 2021.~~March 31, 2022. This decrease was mainly due to to the Company recognizing ~~$68,000~~$63,000 in net losses on held equity securities in the ~~second~~first quarter of 2022 as compared to recognizing ~~$28,000~~$155,000 in net losses on held equity securities and $99,000 in net gains on ~~held equity~~the sales of taxable municipal debt securities in the ~~second~~first quarter of ~~2021.~~2023. Trust department income ~~increased $3,000~~decreased $20,000 or ~~1.1%~~8.0% to ~~$268,000~~$230,000 for the three months ended ~~June 30, 2022~~March 31, 2023 as compared to the same period in ~~2021.~~2022.

Service charges and fee income increased ~~$68,000~~$16,000 or ~~14.1%~~3.1%. The increase was mainly due to increases in overdraft fees as compared to the same period in ~~2021.~~2022. ATM fees and debit card income ~~decreased $10,000~~increased $23,000 or ~~1.8%~~4.5% to ~~$558,000~~$532,000 for the three months ended ~~June 30, 2022.~~March 31, 2023 due to increased transaction volume.

Net gains (losses) ~~gains~~ on sales of mortgage loans ~~decreased $308,000~~increased $51,000 or ~~100.0%~~150.0% to ~~$0 due to no sales~~$17,000. In the prior year, many of ~~mortgage~~the loans sold in the ~~second~~first quarter ~~of 2022 as the rate environment has led to many loans being~~were sold at a ~~loss and there have been fewer mortgages originated with intent to sell.~~loss. Other non-interest income decreased ~~$6,000~~$15,000 or ~~9.2%~~21.4% to ~~$59,000~~$55,000 for the three months ended ~~June 30,~~March 31, 2023. The decrease was due to lower retail investment income as income from annuities was lower in the first quarter of 2023 as compared to the same period in 2022.

NON-INTEREST EXPENSE

Total non-interest expense was ~~$6,595,000~~$7,753,000 for the three months ended ~~June 30, 2022,~~March 31, 2023, as compared to ~~$6,547,000~~$6,516,000 for the three months ended ~~June 30, 2021~~March 31, 2022.

Expenses associated with employees (salaries and employee benefits) continue to be the largest category of non-interest expense. Salaries and benefits amounted to ~~$3,462,000~~$4,386,000 or ~~52.5%~~56.6% of total non-interest expense for the three months ended ~~June 30, 2022,~~March 31, 2023, as compared to ~~$3,461,000~~$3,554,000 or ~~52.9%~~54.5% for the three months ended ~~June 30, 2021.~~March 31, 2022. The increase was mainly due to increased costs associated with medical insurance plus normal merit increases for employees, filling existing open positions, plus new hires as compared to the same period in 2022.

Net occupancy, furniture and equipment, and computer expense amounted to ~~$983,000~~$1,043,000 for the three months ended ~~June 30, 2022,~~March 31, 2023, an increase of ~~$43,000~~$26,000 or ~~4.6%~~2.6% which was mainly due to ~~the implementation of several~~higher rent costs associated with a new ~~software programs throughout 2021~~leased branch location and ~~early 2022 to increase security and efficiency.~~higher utility costs. Professional services increased ~~$97,000~~$137,000 or ~~35.5%~~46.0% to ~~$370,000~~$435,000 as of ~~June 30, 2022.~~March 31, 2023. The increase was mainly the result increased accounting expense related to the adoption of ASU 2016-13 along with an increase in ~~consulting expense as the result of strategic planning and consulting services associated with implementing new internal systems contracts along with normal increases in annual audit expenses.~~legal fees related to a customer’s estate. Pennsylvania shares tax expense amounted to ~~$324,000~~$241,000 for the three months ended ~~June 30, 2022, an increase~~March 31, 2023, a decrease of ~~$11,000~~$83,000 or ~~3.5%~~25.6% as compared to the three months ended ~~June 30, 2021.~~March 31, 2022. This increase was due to lower equity due to the unrealized loss position in the securities portfolio at December 31, 2022.

Federal Deposit Insurance Corporation (“FDIC”) insurance expense amounted to ~~$120,000~~$176,000 for the three months ended ~~June 30, 2022 and 2021.~~March 31, 2023, an increase of $39,000 or 28.5% as compared to the same period in 2022. FDIC insurance expense varies with changes in net asset size, risk ratings, and FDIC derived assessment rates.

ATM and debit card fees expense amounted to ~~$242,000~~$307,000 for the three months ended ~~June 30, 2022, a decrease~~March 31, 2023, an increase of ~~$41,000~~$179,000 or ~~14.5%~~139.8% as compared to the three months ended ~~June 30, 2021. The decrease~~March 31, 2022. This increase was ~~the~~ result of ~~negotiations of new internal systems contracts resulting in vendor relationship~~third party pricing increases, increased debit card transaction volume, increased ATM fraud and credits that were ~~applied~~used to lower third party costs in the ~~expenses related to those systems.~~first quarter of 2022. Data processing expenses amounted to ~~$251,000~~$312,000 for the three months ended ~~June 30, 2022~~March 31, 2023 as compared to ~~$323,000~~$258,000 for the same period of ~~2021, a decrease~~2022, an increase of ~~$72,000~~$54,000 or ~~22.3%~~20.9%. This ~~decrease~~increase was ~~also~~mainly the result of third party pricing increases and credits used to lower third party costs in the ~~negotiations~~first quarter of ~~new systems contracts.~~2022.

Advertising expense amounted to ~~$118,000~~$74,000 in the ~~second~~first quarter of ~~2022,~~2023, an increase of ~~$9,000~~$2,000 or ~~8.3%~~2.8% as compared to the three months ended ~~June 30, 2021.~~March 31, 2023. Other non-interest expense amounted to ~~$725,000~~$779,000 for the three months ended ~~June 30,~~March 31, 2023, an increase of $51,000 or 7.0% as compared to 2022 mainly due to an increase in the provision for unfunded commitments as a result of increased funding and ~~2021.~~loss rates utilized in the methodology upon the adoption of ASU 2016-13 in 2023.

~~INCOME TAXES~~

Income tax expense amounted to $660,000 for the three months ended June 30, 2022, as compared to $549,000 for the three months ended June 30, 2021, an increase of $111,000. The effective total income tax rate was 14.7% for the three months ended June 30, 2022 as compared to 13.2% for the three months ended June 30, 2021. The increase in the effective tax rate was mainly due to higher overall operating income. The Company recognized $58,000 and $101,000 of tax credits from low-income housing partnerships in the three months ended June 30, 2022 and 2021, respectively.

~~Six months ended June 30, 2022 compared to six months ended June 30, 2021~~

First Keystone Corporation realized earnings for the six months ended June 30, 2022 of $7,365,000, a decrease of $118,000, or 1.6% from the same period in 2021. The decrease in net income for the six months ended June 30, 2022 was primarily due to less PPP loan fees and a decrease in non-interest income, mainly due to fewer sales of mortgage loans and net securities losses.

On a per share basis, net income was $1.24 for the six months ended June 30, 2022 versus $1.27 for the same period in 2021. Cash dividends amounted to $0.56 and $0.55 per share for the six months ended June 30, 2022 and 2021, respectively.

~~NET INTEREST INCOME~~

The major source of operating income for the Company is net interest income, defined as interest income less interest expense. For the six months ended June 30, 2022, interest income amounted to $21,740,000, an increase of $1,206,000 or 5.9% from the six months ended June 30, 2021, while interest expense amounted to $2,503,000 in the six months ended June 30, 2022, a decrease of $90,000 or 3.5% from the six months ended June 30, 2021. As a result, net interest income increased $1,296,000 or 7.2% to $19,237,000 from $17,941,000 for the same period in 2021.

The Company’s net interest margin for the six months ended June 30, 2022 was 3.28% compared to 3.30% for same period in 2021. The decrease in net interest margin was a result of a decrease in yield earned on loans plus an increase in cost of short term borrowings.

~~PROVISION FOR LOAN LOSSES~~

The provision for loan losses for the six months ended June 30, 2022 and 2021 was $437,000 and $270,000, respectively. The increase in the provision for loan losses resulted from the Company’s analysis of the current loan portfolio, including historic losses, past-due trends, current economic conditions, loan portfolio growth, and other relevant factors. The provision for loan losses for the six months ended June 30, 2022 is also reflective of management’s assessment of the continued credit risk associated with the uncertainty surrounding geopolitical and economic concerns. Charge-off and recovery activity in the allowance for loan losses resulted in net recoveries of $43,000 and net charge-offs of $79,000 for the six months ended June 30, 2022 and 2021, respectively. See Allowance for Loan Losses on page 45 for further discussion.

~~NON-INTEREST INCOME~~

~~Total non-interest income was $2,903,000 for the six months ended June 30, 2022, as compared to $3,740,000 for the same period in 2021, a decrease of $837,000, or 22.4%~~. The decrease was due to recognizing net losses on the sales of mortgage loans and net securities losses on held equity securities during the first half of 2022 as compared to recognizing net gains on both during the same period of 2021.

ATM fees and debit card income decreased $17,000 or 1.6% to $1,067,000 for the six months ended June 30, 2022. Service charges and fee income increased $202,000 for the six months ended June 30, 2022. The increase was mainly due to increased overdraft fees on DDA accounts. Gains on sales of mortgage loans decreased $696,000 or 105.1% due to a low number of individual loans sold in the first half of 2022 and many of the loans sold in 2022 being

~~sold at a loss. These factors were due to the current rate environment and fewer loans being originated with the intent to sell in 2022.~~

Trust department income was $518,000 for the six months ended June 30, 2022 and 2021. Net securities (losses) gains decreased $274,000 or 191.6% to ($131,000) for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021. The decrease was due to the Company recognizing $131,000 in net losses on held equity securities in the first half of 2022 as compared to recognizing $143,000 in net gains on held equity securities in the same period in 2021.

~~NON-INTEREST EXPENSE~~

Total non-interest expense was $13,111,000 for the six months ended June 30, 2022, as compared to $12,744,000 for the six months ended June 30, 2021. Non-interest expense increased $367,000 or 2.9%.

Expenses associated with employees (salaries and employee benefits) continue to be the largest category of non-interest expense. Salaries and benefits amounted to $7,016,000 or 53.5% of total non-interest expense for the six months ended June 30, 2022, as compared to $6,761,000 or 53.1% for the six months ended June 30, 2021. The increase was mainly due to normal merit increases and new hires along with an increase in medical insurance costs as compared to the first half of 2021.

Net occupancy, furniture and equipment, and computer expense amounted to $2,000,000 for the six months ended June 30, 2022, an increase of $155,000 or 8.4%. The increase is the result of the implementation of several new software programs to increase security and efficiency. Professional services increased $136,000 or 25.6% to $668,000 for the six months ended June 30, 2022. The increase was mainly the result of an increase in consulting expense as the result of strategic planning and consulting services associated with implementing new internal systems contracts along with normal increases in annual audit expenses. Pennsylvania shares tax expense amounted to $648,000 for the six months ended June 30, 2022, an increase of $22,000 or 3.5% as compared to the six months ended June 30, 2021.

FDIC insurance expense increased $50,000 or 24.2% for the six months ended June 30, 2022. FDIC insurance expense varies with changes in net asset size, risk ratings, and FDIC derived assessment rates.

ATM and debit card fees expense amounted to $370,000 for the six months ended June 30, 2022, a decrease of $113,000 or 23.4% as compared to the six months ended June 30, 2021. The decrease was the result of negotiations of new internal systems contracts resulting in vendor relationship credits that were applied to the expenses related to those systems. Data processing expenses amounted to $509,000 for the six months ended June 30, 2022, a decrease of $108,000 or 17.5% as compared to the six months ended June 30, 2021. This decrease was also the result of the negotiations of new systems contracts.

Advertising expense increased $9,000 or 5.0% during the six months ended June 30, 2022. Other non-interest expense amounted to $1,453,000 for the six months ended June 30, 2022, a decrease of $36,000 or 2.4% as compared to the six months ended June 30, 2021. This decrease was mainly due to a decrease in the provision for unfunded commitments, as the result of higher line of credit usage and lower officer commitments, along with a decrease in loan collections expenses, as the result of legal and insurance reimbursements following the payoff of a non-accrual commercial real estate loan.

INCOME TAXES

Income tax expense amounted to ~~$1,227,000~~$146,000 for the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, as compared to ~~$1,184,000~~$567,000 for the ~~six~~three months ended ~~June 30, 2021, an increase~~March 31, 2022, a decrease of ~~$43,000.~~$421,000. The effective total income tax rate was ~~14.3%~~9.7% for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 as compared to ~~13.7%~~13.8% for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. The ~~increase~~decrease in the effective tax rate was mainly due to ~~higher~~lower overall ~~operating~~ income. The Company recognized ~~$132,000~~$58,000 and ~~$202,000~~$74,000 of tax credits from low-income housing partnerships in the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively.

FINANCIAL CONDITION

SUMMARY

Total assets decreased to ~~$1,304,582,000~~$1,310,647,000 as of ~~June 30, 2022,~~March 31, 2023, a decrease of ~~$15,768,000~~$18,547,000 from year-end ~~2021.~~2022. Total assets as of December 31, ~~2021~~2022 amounted to ~~$1,320,350,000.~~$1,329,194,000.

Total debt securities available-for-sale decreased ~~$27,656,000~~$27,174,000 or ~~6.3%~~7.3% to ~~$410,260,000~~$346,270,000 as of ~~June 30, 2022~~March 31, 2023 from December 31, ~~2021.~~2022. The decrease was mainly due to the sales of tax-exempt municipals and principal paydowns.

Total loans increased ~~$51,979,000~~$3,714,000 or ~~6.9%~~0.4% to ~~$804,820,000~~$862,183,000 as of ~~June 30, 2022~~March 31, 2023 from December 31, ~~2021.~~2022. Loan demand grew slightly in the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 as the Bank has realized an increase in loan originations, primarily in the ~~commercial real estate~~Real Estate portfolio.

Total deposits decreased ~~$84,361,000~~$45,584,000 or ~~7.8%~~4.6% to ~~$993,608,000~~$947,915,000 as of ~~June 30, 2022~~March 31, 2023 from December 31, ~~2021.~~2022. The decrease was mainly due to a decrease in ~~highly rate sensitive~~both non-interest and interest bearing deposits, ~~and other normal fluctuations.~~primarily municipal deposits.

The Company continues to maintain and manage its asset growth. The Company’s strong equity capital position provides an opportunity to further leverage its asset growth. Total borrowings increased in the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 by ~~$92,346,000~~$26,489,000 to ~~$154,723,000~~$204,907,000 from ~~$62,377,000~~$178,418,000 as of December 31, ~~2021.~~2022. Borrowings increased mainly due to decreased deposit balances and growth in the loan portfolio.

Total stockholders’ equity amounted to ~~$125,379,000~~$125,026,000 at ~~June 30, 2022, a decrease~~March 31, 2023, an increase of ~~$23,176,000~~$4,640,000 or ~~15.6%~~3.9% from December 31, ~~2021~~2022 due to ~~a decrease~~an increase in the market value of the securities ~~portfolio resulting in an accumulated other comprehensive loss position.~~portfolio.

SEGMENT REPORTING

Currently, management measures the performance and allocates the resources of the Company as a single segment.

EARNING ASSETS

Earning assets are defined as those assets that produce interest income. By maintaining a healthy asset utilization rate, i.e., the volume of earning assets as a percentage of total assets, the Company maximizes income. The earning asset ratio (average interest earning assets divided by average total assets) equaled ~~94.1%~~93.3% at ~~June 30, 2022~~March 31, 2023 and ~~94.0%~~94.4% at ~~June 30, 2021.~~March 31, 2022. This indicates that the management of earning assets is a priority and non-earning assets, primarily cash and due from banks, fixed assets and other assets, are maintained at minimal levels. The primary earning assets are loans and securities.

Our primary earning asset, total loans, increased to ~~$804,820,000~~$862,183,000 as of ~~June 30, 2022,~~March 31, 2023, up ~~$51,979,000,~~$3,714,000, or ~~6.9%~~0.4% since year-end ~~2021.~~2022. The loan portfolio continues to be well diversified. Non-performing assets decreased since year-end ~~2021,~~2022, and overall asset quality has remained consistent. Total non-performing assets were ~~$6,136,000~~$5,169,000 as of ~~June 30, 2022,~~March 31, 2023, a decrease of ~~$930,000,~~$190,000, or ~~13.2%~~3.5% from ~~$7,066,000~~$5,359,000 reported in non-performing assets as of December 31, ~~2021.~~2022. Total allowance for ~~loan~~credit losses to total non-performing assets was ~~149.28%~~138.14% as of ~~June 30, 2022~~March 31, 2023 and ~~122.84%~~154.39% at December 31, ~~2021.~~2022. See the Non-Performing Assets section on page 4748 for more information.

In addition to loans, another primary earning asset is our overall securities portfolio, which decreased in size from December 31, ~~2021~~2022 to ~~June 30, 2022.~~March 31, 2023. Debt securities available-for-sale amounted to ~~$410,260,000~~$346,270,000 as of ~~June 30, 2022,~~March 31, 2023, a decrease of ~~$27,656,000~~$27,174,000 from year-end ~~2021.~~2022. The decrease in debt securities available-for-sale is mainly due to ~~a $35,521,000 decrease~~the sales of $23,131,000 of tax-exempt municipals during the first quarter of 2023. There were also principal paydowns on debt securities of $7,665,000 offset by an increase in the market value of the portfolio ~~as a result~~ of $4,782,000 during the current interest rate environment and $22,444,000 in principal paydowns on debt securities, offset by the deployment of $38,349,000 in cash to purchase debt securities, along with other portfolio activity.quarter ended March 31, 2023.

Interest-bearing deposits in other banks decreased as of ~~June 30, 2022,~~March 31, 2023, to ~~$783,000~~$1,035,000 from ~~$51,738,000~~$1,297,000 at year-end ~~2021~~2022 due to decreased cash held at the Federal ~~Reserve~~Home Loan Bank. ~~Time deposits with other banks were $0 at June 30, 2022 and $247,000 at December 31, 2021 due to the maturity of the one remaining time deposit.~~

LOANS

Total loans increased to ~~$804,820,000~~$862,183,000 as of ~~June 30, 2022~~March 31, 2023 as compared to ~~$752,841,000~~$858,469,000 as of December 31, ~~2021.~~2022. The table on page 1921 provides data relating to the composition of the Company’s loan portfolio on the dates indicated. Total loans increased by ~~$51,979,000~~$3,714,000 or ~~6.9%~~0.4%.

Steady demand for borrowing by businesses accounted for the ~~6.9%~~0.4% increase in the loan portfolio from December 31, ~~2021~~2022 to ~~June 30, 2022.~~March 31, 2023. The Real Estate portfolio increased $2,180,000 or 0.30% from $764,880,000 at December 31, 2022 to $767,060,000 at March 31, 2023. The increase in the Real Estate portfolio for the three months ended March 31, 2023 was mainly the result of $16,448,000 in new loan originations, which were offset by loan payoffs of $8,449,000 and a decrease of $1,447,000 in utilization of existing real estate lines of credit, along with regular principal payments and other typical fluctuations in the Real Estate portfolio. The Agricultural portfolio decreased $77,000 or 9.0% from $860,000 at December 31, 2022 to $783,000 at March 31, 2023. The decrease in the Agricultural portfolio was mainly the result of a decrease of $71,000 in utilization of existing agricultural-related lines of credit during the three months ended March 31, 2023, along with regular principal payments. There were no new agricultural loans originated during the three months ended March 31, 2023 and payoffs of agricultural loans for the three months ended March 31, 2023 did not have a material impact on the change in the portfolio balance. Overall, the Commercial and Industrial portfolio ~~(which includes tax-free Commercial and Industrial loans)~~ increased ~~$13,000~~$2,203,000 from $56,077,000 or ~~0.02%~~3.9% from ~~$82,526,000 at~~ December 31, ~~2021~~2022 to ~~$82,539,000~~$58,280,000 at ~~June 30, 2022.~~March 31, 2023. The ~~small~~ increase in the Commercial and Industrial portfolio during the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 was mainly ~~the result of a reduction of $4,748,000 in~~attributable to the portion of the Commercial and Industrial portfolio excluding PPP loans which increased $2,215,000 during the three months ended March 31, 2023. The increase was attributable to SBA PPP loans, the balance of which decreased from $4,894,000 at December 31, 2021 to $146,000 at June 30, 2022, as a result of loan forgiveness. The portion of the Commercial and Industrial portfolio excluding SBA PPP loans increased $4,761,000 during the six months ended June 30, 2022, mainly resulting from $7,438,000$4,088,000 in new loan originations, ~~for the six months ended June 30, 2022 and an increase in utilization of existing Commercial and Industrial lines of credit of $1,801,000,~~ offset by loan payoffs of $1,587,000 and regular principal payments and other typical fluctuations in the Commercial and Industrial portfolio during the six months ended June 30, 2022. The Commercial Real Estate portfolio (which includes tax-free Commercial Real Estate loans) increased $46,604,000 or 8.9% from $521,654,000 at December 31, 2021 to $568,258,000 at June 30, 2022. The increase is mainly attributable to new loan originations of $87,507,000 for the six months ended June 30, 2022, offset by loan payoffs of $36,826,000$422,000 and a decrease of $200,000 in utilization of existing ~~Commercial Real Estate~~commercial and industrial lines of credit, ~~of $761,000,~~ as well as regular principal payments and other typical amortization in the Commercial ~~Real Estate~~and

Industrial portfolio. The portion of the Commercial and Industrial portfolio ~~during the six months ended June 30, 2022. Residential Real Estate~~attributable to PPP loans decreased $12,000 from December 31, 2022 to March 31, 2023. Consumer loans increased ~~$5,238,000~~$137,000 or ~~3.7%~~2.4% from ~~$143,383,000~~$5,707,000 at December 31, ~~2021~~2022 to ~~$148,621,000~~$5,844,000 at ~~June 30, 2022.~~March 31, 2023. The increase ~~was~~is mainly attributable to new loan originations of $921,000, offset by loan payoffs of $415,000 and a decrease of $31,000 in utilization of existing consumer lines of credit, along with regular principal payments. The State and Political Subdivisions portfolio decreased $729,000 or 2.40% from $30,945,00 at December 31, 2022 to $30,216,000 at March 31, 2023. The decrease is mainly the result of ~~$17,062,000~~$630,000 in ~~new loan originations and an increase in utilization of existing Residential Real Estate (Home Equity) lines of credit of $2,491,000, offset by net loans sold of $2,719,000,~~ loan payoffs ~~of $10,187,000 (of which $3,600,000 was refinanced~~for the three months ended March 31, 2023 along with ~~the Bank~~regular principal payments. There were no new state and political loans originated during the ~~six~~three months ended June 30,2022 with the new refinanced loan balances included in the new loan origination total), and regular principal payments and other typical amortization in the Residential Real Estate portfolio during the six months ended June 30, 2022. Net loans sold for the six months ended June 30, 2022 consisted of total loans sold during the six months ended June 30, 2022 of $4,463,000, offset with loans opened and sold in the same quarter during the first two quarters of 2022 which amounted to $1,744,000. March 31, 2023.

The Company continues to originate and sell certain long-term fixed rate residential mortgage loans, which conform to secondary market requirements, when the market pricing is favorable. The Company derives ongoing income from the servicing of mortgages sold in the secondary market. The Company continues its efforts to lend to creditworthy ~~borrowers.~~

~~Management~~borrowers.Management believes that the loan portfolio is well diversified. The total commercial portfolio was $650,797,000 at June 30, 2022. Of total loans, $568,258,000 or 70.6% were secured by commercial real estate, primarily lessors of residential buildings and dwellings and lessors of non-residential buildings. The Company continues to monitor these portfolios.

Overall, the portfolio risk profile as measured by loan grade is considered low risk, as ~~$781,530,000~~$840,346,000 or ~~97.3%~~97.6% of gross loans are graded Pass; ~~$1,080,000~~$634,000 or 0.1% are graded Special Mention; ~~$20,961,000~~$20,044,000 or ~~2.6%~~2.3% are graded Substandard; and $0 are graded Doubtful. The rating is intended to represent the best assessment of risk available at a given point in time, based upon a review of the borrower’s financial statements, credit analysis, payment history with the Bank, credit history and lender knowledge of the borrower. See Note 4 — Loans and Allowance for ~~Loan~~Credit Losses for risk grading tables.

Overall, non-pass grades decreased to ~~$22,041,000~~$20,678,000 at ~~June 30, 2022,~~March 31, 2023, as compared to ~~$24,737,000~~$20,935,000 at December 31, ~~2021.~~2022. Commercial and Industrial non-pass grades decreased to ~~$755,000~~$716,000 as of ~~June 30, 2022~~March 31, 2023 as compared to ~~$796,000~~$725,000 as of December 31, ~~2021. Commercial~~2022. Real Estate non-pass grades decreased to ~~$20,313,000~~$19,962,000 as of

~~June 30, 2022~~ March 31, 2023 as compared to ~~$22,346,000~~$20,210,000 as of December 31, ~~2021. The Residential Real Estate and Consumer loan non-pass grades decreased to $973,000 as of June 30, 2022 as compared to $1,595,000 as of December 31, 2021.~~

The decrease in Commercial Real Estate non-pass grades from December 31, 2021 to June 30, 2022 is mainly the result of a payoff that was completed during the second quarter of 2022 on a Substandard non-accrual loan to a contractor specializing in modular construction that carried a balance of $1,000,000 at December 31, 2021. Four loans to the owners/operators of an indoor family entertainment complex that carried an aggregate balance of $753,000 at December 31, 2021 were also upgraded from Substandard to pass-grade status during the six months ended June 30, 2022.

The Company continues to internally underwrite each of its loans to comply with prescribed policies and approval levels established by its Board of Directors.

Total Loans


(Dollars in thousands)	June 30,		December 31,		March 31,		December 31,
	2022		2021		2023		2022
Real Estate					$	767,060	$	764,880
Agricultural						783		860
Commercial and Industrial	$	82,539	$	82,526		58,280		56,077
Commercial Real Estate		568,258		521,654
Residential Real Estate		148,621		143,383
Consumer		5,402		5,278		5,844		5,707
State and Political Subdivisions						30,216		30,945
Total Loans	$	804,820	$	752,841	$	862,183	$	858,469

ALLOWANCE FOR ~~LOAN~~CREDIT LOSSES

The allowance for ~~loan~~credit losses constitutes the amount available to absorb losses within the loan portfolio. As of ~~June 30, 2022,~~March 31, 2023, the allowance for ~~loan~~credit losses was ~~$9,160,000~~$7,142,000 as compared to ~~$8,680,000~~$8,274,000 as of December 31, ~~2021.~~2022. The allowance for ~~loan~~credit losses is established through a provision for ~~loan~~credit losses charged to expenses. Loans are charged against the allowance for possible ~~loan~~credit losses when management believes that the collectability of the principal is unlikely. The risk characteristics of the loan portfolio are managed through various control processes, including credit evaluations of individual borrowers, periodic reviews, and diversification by industry. Risk is further mitigated through the application of lending procedures such as the holding of adequate collateral and the establishment of contractual guarantees.

Management performs a quarterly analysis to determine the adequacy of the allowance for ~~loan~~credit losses. The methodology in determining adequacy incorporates ~~specific~~quantitative and ~~general~~qualitative allocations together with a risk/loss analysis on various segments of the portfolio according to an internal loan review process. This assessment results in an

allocated allowance. Management maintains its loan review and loan classification standards consistent with those of its regulatory supervisory authority.

Management considers, based upon its methodology, that the allowance for ~~loan~~credit losses is adequate to cover foreseeable future losses. However, there can be no assurance that the allowance for ~~loan~~credit losses will be adequate to cover significant losses, if any, that might be incurred in the future. On a quarterly basis, management evaluates the qualitative factors utilized in the calculation of the Company’s allowance for ~~loan~~credit losses and various adjustments are made to these factors as deemed necessary at the time of evaluation. ~~The uncertain economic climate has played a large role~~Upon adoption of ASU No. 2016-13 in ~~the qualitative factor adjustments that have been implemented throughout 2021 and the first half of 2022. Qualitative factors remained unchanged during~~ the first quarter of ~~2021, as the economy and unemployment levels showed marked improvement over the prior quarter. During the second quarter of 2021,~~2023, the qualitative factors ~~related to the local/regional economy were decreased by one basis point across all loan segments, as the economy and job growth~~used in the ~~Company’s market areas demonstrated marked improvement over~~allowance calculation were adjusted from five loan pools utilized under previous methodology to fifteen loan segmentation pools aligning with the ~~prior quarter, and~~segmentation of the quarterly call report. There were no material increases or decreases in the qualitative factors arising from the realigning of the qualitative factor ~~related to collateral values was increased by one basis point~~pools/segments and no additional qualitative factor adjustments were deemed necessary for both the Commercial Real Estate and Residential Real Estate portfolio segments due to an artificial increase in market values in the real estate sector as individuals’ willingness to pay above-average market prices has sparked uncertainty surrounding collateral values in the real estate market.

Qualitative factors remained unchanged during the third quarter of 2021. During the fourth quarter of 2021, the qualitative factors related to external factors/conditions were increased by one basis point across all loan segments due increased inflation rates, as well as elevated unemployment levels (although improved from 2020 and early 2021) and the uncertainty of how broad the changes implemented by the Federal Reserve would be. The qualitative factors related to collateral values were also increased by one basis point across all loan segments during the fourth quarter of 2021, as collateral values continued to artificially increase as individuals were willing to pay above-average market prices in all sectors. During the first quarter of 2022, the qualitative factors related to the local/regional economy were increased by one basis point across all loan segments due to ongoing economic uncertainty resulting from supply chain disruptions caused by the COVID-19 pandemic, conflicts in foreign countries causing inflationary pressures due to reductions/disruptions in the production of the commodities controlled by these countries, increased interest rates, and the overall inflation rate continuing to rise. During the second quarter of 2022, the qualitative factors remained unchanged. Modifications granted in compliance with Section 4013 of the CARES Act were highest in the Commercial Real Estate portfolio segment, the long-term effects of which are still very unclear, as there is still economic uncertainty related to the COVID-19 pandemic, especially in relation to this segment of the Company’s loan portfolio. See Allowance for Loan Losses on page 15 for further discussion.2023.

The Analysis of Allowance for ~~Loan~~Credit Losses table contains an analysis of the allowance for ~~loan~~credit losses indicating charge-offs and recoveries for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021.~~2022. Net charge-offs as a percentage of average loans was 0.002% for the three months ended March 31, 2023 and net recoveries as a percentage of average loans was ~~0.006% for~~0.005% as of March 31, 2022. Net charge-offs amounted to $13,000 the ~~six~~three months ended ~~June 30, 2022 and net charge-offs as a percentage of average loans was 0.011% for the six months ended June 30, 2021. Net recoveries amounted to $43,000 the six months ended June 30, 2022~~March 31, 2023 as compared to net ~~charge-offs~~recoveries of ~~$79,000~~$38,000 for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022.

For the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the provision for ~~loan~~credit losses was ~~$437,000~~$0 as compared to ~~$270,000~~$219,000 for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. The provision, net of charge-offs and recoveries, resulted in the quarter end allowance for ~~loan~~credit losses of ~~$9,160,000~~$7,142,000 of which ~~7.4%~~3.7% was attributed to the Commercial and Industrial component; ~~65.0%~~94.3% attributed to the ~~Commercial~~ Real Estate component; ~~17.5%~~0.7% attributed to the ~~Residential Real Estate~~State and Political Subdivision component; ~~0.9%~~and 1.3% attributed to the Consumer ~~component; and 9.2% being the unallocated~~ component (refer to the activity in Note 4 – Loans and Allowance for ~~Loan~~Credit Losses on page ~~12)~~13). The Company determined that the ~~provision~~balance of the allowance for ~~loan~~credit losses ~~made~~ during the current quarter was sufficient to ~~maintain~~cover the ~~allowance for loan~~estimated potential credit losses ~~at a level necessary~~ for the ~~probable losses inherent~~remaining balance of financial assets in the loan portfolio as of ~~June 30, 2022.~~March 31, 2023 which resulted in no additional provision for credit losses for the three months ended March 31, 2023.

4648

Analysis of Allowance for ~~Loan~~Credit Losses (Post-Adoption of ASU No. 2016-13)


(Dollars in thousands)
	June 30,			June 30,			March 31,
As of and for the six months ended:	2022			2021
As of and for the three months ended:							2023
Balance at prior year-end							$	8,274
CECL adoption adjustment								(1,119)
Beginning balance	$	8,680		$	7,933			7,155

Charge-offs:
Real Estate								—
Agricultural								—
Commercial and Industrial		9			13			—
Commercial Real Estate		—			29
Residential Real Estate		—			55
Consumer		6			20			17
State and Political Subdivisions								—
		15			117			17
Recoveries:
Real Estate								1
Agricultural								—
Commercial and Industrial		2			—			1
Commercial Real Estate		38			30
Residential Real Estate		14			1
Consumer		4			7			2
State and Political Subdivisions								—
		58			38			4

Net (recoveries) charge-offs		(43)			79
Net charge-offs								13
Additions charged to operations		437			270			—
Balance at end of period	$	9,160		$	8,124		$	7,142

Ratio of net (recoveries) charge-offs during the period to average loans outstanding during the period		(0.006)	%		0.011	%
Allowance for loan losses to average loans outstanding during the period		1.177	%		1.120	%
Ratio of net charge-offs during the period to average loans outstanding during the period								0.002	%
Allowance for credit losses to average loans outstanding during the period								0.831	%

Analysis of Allowance for Credit Losses (Pre-Adoption of ASU No. 2016-13)


(Dollars in thousands)	March 31,
As of and for the three months ended:	2022
Beginning balance	$	8,680

Charge-offs:
Commercial and Industrial		—
Commercial Real Estate		—
Residential Real Estate		—
Consumer		2
		2
Recoveries:
Commercial and Industrial		1
Commercial Real Estate		38
Residential Real Estate		1
Consumer		—
		40

Net recoveries		(38)
Additions charged to operations		219
Balance at end of period	$	8,937

Ratio of net recoveries during the period to average loans outstanding during the period		(0.005)	%
Allowance for credit losses to average loans outstanding during the period		1.167	%

It is the policy of management and the Company’s Board of Directors to make a provision for both identified and unidentified losses inherent in its loan portfolio. A provision for ~~loan~~credi losses is charged to operations based upon an evaluation of the potential losses in the loan portfolio. This evaluation takes into account such factors as portfolio concentrations, delinquency trends, trends of non-accrual and classified loans, economic conditions, and other relevant factors.

The loan review process, which is conducted quarterly, is an integral part of the Bank’s evaluation of the loan portfolio. A detailed quarterly analysis to determine the adequacy of the Company’s allowance for ~~loan~~credit losses is reviewed by the Board of Directors.

With the Bank’s manageable level of net charge-offs and recoveries along with the additions to the reserve from the provision out of operations, the allowance for ~~loan~~credit losses as a percentage of year-to-date average loans amounted to ~~1.177%~~0.831% and ~~1.120%~~1.167% at ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively.

NON-PERFORMING ASSETS

The table on page 5051 details the Company’s non-performing assets and ~~impaired~~individually evaluated loans as of the dates indicated. Generally, a loan is classified as non-accrual and the accrual of interest on such a loan is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on non-accrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against current period income. A modification of a loan constitutes a TDR when a borrower is experiencing financial difficulty and the modification constitutes a concession that the Company would not otherwise consider. Modifications to loans classified as TDRs generally include reductions in contractual interest rates, principal deferments and extensions of maturity dates at a stated interest rate lower than the current market for a new loan with similar risk characteristics. While unusual, there may be instances of loan principal forgiveness. Any loan modifications made in response to the COVID-19 pandemic

4750

~~are not considered TDRs as long as the criteria set forth in Section 4013 of the CARES Act are met.~~income. Foreclosed assets held for resale represent property acquired through foreclosure, or considered to be an in-substance foreclosure.

Total non-performing assets amounted to ~~$6,136,000~~$5,169,000 as of ~~June 30, 2022,~~March 31, 2023, as compared to ~~$7,066,000~~$5,359,000 as of December 31, ~~2021.~~2022. The economy ~~is very~~remains unstable. Inflation ishas receded in recent months but remains at a ~~four-decade high.~~high level, and is well above the Federal Reserve’s target rate of 2%. The war between Ukraine and Russia ~~is creating~~continues to produce worldwide ~~turmoil.~~consternation. The continued backing by the United States, both monetary and weapons, to Ukraine to support the NATO initiative has been a strain on the economy. The unemployment rate is still low even though it has ~~dropped significantly compared~~begun to slowly increase over the ~~beginning of the COVID-19 pandemic, but~~last two quarters, and the labor force participation rate ~~has also fallen.~~remains low. The need for workers has driven wages up in most sectors. ~~Inflation is causing extreme concerns~~Attempting to rein in ~~all areas~~inflation has proven to be a very difficult task. The OPEC nations slashing the daily output of oil, and the ~~economy. The war abroad and its effects on various commodities are pushing inflationary concerns.~~recent failures of two very large banks have proven to be large factors in the attempts to control inflation. Values of new and used homes and automobiles ~~continue to climb.~~have come back down, but higher interest rates have greatly curtailed borrowing. The Federal Reserve has indicated a plan to ~~continue to~~potentially further raise interest rates if inflation does not continue to decrease, but expects at ~~an accelerated level throughout~~a minimum to hold rates steady through the end of the year. ~~There has also been a resurgence of the COVID-19 pandemic in some areas of the country and world.~~ These forces have had a direct effect on the Company’s non-performing assets. The Company is closely monitoring all segments of its loan portfolio because of the current uncertain economic environment. Non-accrual loans totaled ~~$5,970,000~~$5,037,000 as of ~~June 30, 2022,~~March 31, 2023, as compared to ~~$7,066,000~~$5,051,000 as of December 31, 2021. The decrease in non-accrual loans from December 31, 2021 to June 30, 2022 was mainly the result of the payoff of one non-accrual loan to a contractor specializing in modular construction which carried a balance of $1,000,000 at December 31, 2021.2022. There were no foreclosed assets held for resale as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022. There was one loan past-due 90 days or more and still accruing interest at ~~June 30, 2022~~March 31, 2023 that carried a balance of ~~$166,000 and~~$132,000 which was well-secured by residential real estate and in the process of ~~collection. There~~collection, compared to December 31, 2022 when there were nothree loans carrying an aggregate balance of $308,000 that were past-due 90 days or more and still accruing interest. The loan past-due 90 days or more and still accruing interest as of December 31, ~~2021.~~2022 consisted of three real estate loans, all of which were well secured and in the process of collection.

Non-performing assets to total loans was ~~0.76%~~0.60% at ~~June 30, 2022~~March 31, 2023 and ~~0.94%~~0.62% at December 31, ~~2021.~~2022. Non-performing assets to total assets was ~~0.47%~~0.39% at ~~June 30, 2022~~March 31, 2023 and ~~0.54%~~0.40% at December 31, ~~2021.~~2022. The allowance for ~~loan~~credit losses to total non-performing assets was ~~149.28%~~138.14% as of ~~June 30, 2022~~March 31, 2023 as compared to ~~122.84%~~154.39% as of December 31, ~~2021.~~2022. Additional detail can be found on page 5051 in the Non-Performing Assets and Individually Evaluated Loans (Post-Adoption of ASU No. 20016-13) and Non-Performing Assets to Impaired Loans ~~table~~(Pre-Adoption of ASU No. 2016-13) tables and page 2625 in the Non-Performing Assets table. Asset quality is a priority and the Company retains a full-time loan review officer to closely track and monitor overall loan quality, along with a full-time loan workout department to manage collection and liquidation ~~efforts.~~effortsand engages an annual external loan review.

Performing substandard loans which ~~are~~have not ~~deemed to be impaired~~been designated for individual impairment have characteristics that cause management to have doubts regarding the ability of the borrower to perform under present loan repayment terms and which may result in reporting these loans as non-performing loans in the future. Performing substandard loans not ~~deemed to be impaired~~designated for individual impairment amounted to ~~$10,416,000~~$15,007,000 at ~~June 30, 2022, compared to $10,463,000~~March 31, 2023.

Individually evaluated loans were $5,346,000 at March 31, 2023 and $11,207,000 at December 31, ~~2021.~~

~~Impaired loans were $12,284,000 at June 30, 2022 and $13,673,000 at December 31, 2021.~~2022. The largest ~~impaired~~individually evaluated loan relationship at ~~June 30, 2022 and December~~March 31, ~~2021~~2023 consisted of a non-performing loan to a student housing holding company which is secured by commercial real estate. At ~~June 30, 2022,~~March 31, 2023, the loan carried a balance of ~~$3,090,000, net of $1,989,000 that had been charged off to date, compared to December 31, 2021 when the loan carried a balance of $3,090,000,~~$2,340,000, net of $1,989,000 that had been charged off to date. The second largest ~~impaired~~individually evaluated loan relationship at ~~June 30, 2022 and December~~March 31, 2021 consisted of one performing loan to a student housing holding company, which is classified as a TDR. The loan is secured by commercial real estate and carried a balance of $2,829,000 as of June 30, 2022, net of $943,000 that had been charged off to date, compared to December 31, 2021 when the loan carried a balance of $2,864,000, net of $943,000 that had been charged off to date. The third largest impaired loan relationship at June 30, 2022 and December 31, 20212023 consisted of five non-performing loans to a plastic processing company focused on non-post-consumer recycling. Three loans are classified in the Commercial and Industrial portfolio and ~~modified as TDRs and~~ two loans are secured by commercial real estate. The loans carried an aggregate balance of ~~$1,128,000~~$1,081,000 at ~~June 30, 2022, compared~~March 31, 2023. The third largest individually evaluated loan relationship at March 31, 2023 consisted of a non-performing loan to ~~December~~the owner of a golf course and catering venue which is secured by commercial real estate. At March 31, ~~2021 when~~2023, the ~~loans~~loan carried ~~an aggregate~~a balance of ~~$1,176,000.~~$582,000.

The Company ~~estimates impairment~~determines the need for individual evaluation of loans based on its analysis of the cash flows or collateral estimated at fair value less cost to sell. For collateral dependent loans, the estimated appraisal or other qualitative adjustments and cost to sell percentages are determined based on the market area in which the real estate securing the loan is located, among other factors, and therefore, can differ from one loan to another. Of the ~~$12,284,000~~$5,346,000 in ~~impaired~~individually evaluated loans at ~~June 30, 2022,~~March 31, 2023, none were located outside of the Company’s primary market area.

4851

The outstanding recorded investment of TDRs as of June 30, 2022 and December 31, 2021 was $7,669,000 and $8,020,000, respectively. The decrease in TDRs at June 30, 2022 as compared to December 31, 2021 is mainly attributable to regular principal payments and paydowns on existing TDRs that were completed during the six months ended June 30, 2022. Of the twenty-nine restructured loans at June 30, 2022, four loans were classified in the Commercial and Industrial portfolio, twenty-four loans were classified in the Commercial Real Estate portfolio, and one loan was classified in the Residential Real Estate portfolio. Troubled debt restructurings at June 30, 2022 consisted of ten term modifications beyond the original stated term, three rate modifications, and fifteen payment modifications. There was also one troubled debt restructuring that experienced all three types of modifications—payment, rate, and term. TDRs are separately evaluated for payment disclosures, and if necessary, a specific allocation is established. There were no specific allocations attributable to the TDRs at June 30, 2022 or December 31, 2021. There were no unfunded commitments attributable to the TDRs at June 30, 2022 and December 31, 2021.

At June 30, 2022, three Commercial and Industrial loans classified as TDRs with a combined recorded investment of $682,000, six Commercial Real Estate loans classified as TDRs with a combined recorded investment of $318,000, and one Residential Real Estate loan classified as a TDR with a balance of $12,000 were not in compliance with the terms of their restructure, compared to June 30, 2021 when three Commercial and Industrial loans classified as TDRs with a combined recorded investment of $736,000, seven Commercial Real Estate loans classified as TDRs with a combined recorded investment of $479,000, and one Residential Real Estate loan classified as a TDR with a recorded investment of $17,000 were not in compliance with the terms of their restructure.

Of the loans that were modified as TDRs within the twelve months preceding June 30, 2022, no loans experienced payment defaults during the three months ended June 30, 2022. One Commercial Real Estate loan that was modified as a TDR within the twelve months preceding June 30, 2022 experienced a payment default during the six months ended June 30, 2022, but the loan was subsequently paid off during the first quarter of 2022. Of the loans that were modified as TDRs during the twelve months preceding June 30, 2021, three Commercial Real Estate loans totaling $300,000 experienced payment defaults during the three months ended June 30, 2021. No loans that were modified as TDRs during the twelve months preceding June 30, 2021 experienced payment defaults during the first three months of 2021.

The Company’s non-accrual loan valuation procedure for any loans greater than $250,000 requires an appraisal to be obtained and reviewed annually at year end, unless the Board of Directors waives such requirement for a specific loan, in favor of obtaining a Certificate of Inspection instead, defined as an internal evaluation completed by the Company. A quarterly collateral evaluation is performed which may include a site visit, property pictures and discussions with realtors and other similar business professionals to ascertain current values.

For non-accrual loans less than $250,000 upon classification and typically at year end, the Company completes a Certificate of Inspection, which includes the results of an onsite inspection, and may consider value indicators such as insured values, tax assessed values, recent sales comparisons and a review of the previous evaluations.

Improving loan quality is a priority. The Company actively works with borrowers to resolve credit problems and will continue its close monitoring efforts in ~~2022.~~2023. Excluding the assets disclosed in the Non-Performing Assets and Individually Evaluated Loans (Post-Adoption of ASU No. 2016-13) and Non-Performign Assets and Impaired Loans (Pre-Adoption of ASU No. 2016-13) tables below, ~~and the Troubled Debt Restructurings section in Note 4 — Loans and Allowance for Loan Losses,~~ management is not aware of any information about borrowers’ possible credit problems which cause serious doubt as to their ability to comply with present loan repayment terms.

In addition, regulatory authorities, as an integral part of their examinations, periodically review the allowance for possible loan losses. They may require additions to allowances based upon their judgments about information available to them at the time of examination.

The economic climate remains in a very frail state. The war between Ukraine and Russia, inflationary pressures, OPEC cutting the oil supply, large bank failures, a slow increase in the unemployment rate, and recission concerns has exacerbated the difficulties in the national and state economy, and experts at all levels are attempting to calculate the intermediate or long term affects. The Company may experience difficulties collecting payments on time from its borrowers, and certain types of loans may need to be modified, which could cause a rise in the level of ~~impaired~~individually evaluated loans, non-performing assets, charge-offs, and delinquencies. Should such metrics increase, additions to the balance of the Company’s allowance for

~~loan~~ credit losses could be required. The extent of the impact of these stressors on the Company’s operational and financial performance will depend on certain developments including inflationary controls enacted, the labor force, supply bottlenecks, the longevity of the war, and the effectiveness in controlling the lingering effects of the COVID-19 outbreak, etc. and any after-effects of these factors. These factors may not immediately impact the Company’s operational and financial performance, as the effects of these factors may lag into the future. The Company is also susceptible to the impact of economic and fiscal policy factors that may evolve in the current economic environment.

A concentration of credit exists when the total amount of loans to borrowers, who are engaged in similar activities that are similarly impacted by economic or other conditions, exceed 10% of total loans. As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, management is of the opinion that there were no loan concentrations exceeding 10% of total loans.

Non-Performing Assets and Individually Evaluated Loans (Post-Adoption of ASU No. 2016-13)


(Dollars in thousands)	March 31,
	2023
Non-performing assets
Non-accrual loans	$	5,037
Foreclosed assets held for resale		—
Loans past-due 90 days or more and still accruing interest		132
Total non-performing assets	$	5,169

Individually evaluated loans
Non-accrual loans	$	5,037
Other Individually Evaluated loans		309
Total individually evaluated loans		5,346
Allocated allowance for credit losses		—
Net investment in individually evaluated loans	$	5,346

Individually evaluated loans with a valuation allowance	$	—
Individually evaluated loans without a valuation allowance		5,346
Total individually evaluated loans	$	5,346

Allocated valuation allowance as a percent of individually evaluated loans		—	%
Individually evaluated loans to total loans		0.62	%
Non-performing assets to total loans		0.60	%
Non-performing assets to total assets		0.39	%
Allowance for credit losses to individually evaluated loans		133.57	%
Allowance for credit losses to total non-performing assets		138.14	%

Non-Performing Assets and Impaired Loans (Pre-Adoption of ASU No. 2016-13)

(Dollars in thousands)

June 30,

December 31,


2022

2021

Non-performing assets






Non-accrual loans

$
5,970

$
7,066

Foreclosed assets held for resale

—

—

Loans past-due 90 days or more and still accruing interest

166

—

Total non-performing assets

$
6,136

$
7,066

Impaired loans





Non-accrual loans

$
5,970

$
7,066

Accruing TDRs

6,314

6,607

Total impaired loans

12,284

13,673

Allocated allowance for loan losses

—

—

Net investment in impaired loans

$
12,284

$
13,673

Impaired loans with a valuation allowance

$
—

$
—

Impaired loans without a valuation allowance

12,284

13,673

Total impaired loans

$
12,284

$
13,673

Allocated valuation allowance as a percent of impaired loans

—
%

—
%
Impaired loans to total loans

1.53
%

1.81
%
Non-performing assets to total loans

0.76
%

0.94
%
Non-performing assets to total assets

0.47
%

0.54
%
Allowance for loan losses to impaired loans

74.57
%

63.48
%
Allowance for loan losses to total non-performing assets

149.28
%

122.84
%


(Dollars in thousands)	December 31,
	2022
Non-performing assets
Non-accrual loans	$	5,051
Foreclosed assets held for resale		—
Loans past-due 90 days or more and still accruing interest		308
Total non-performing assets	$	5,359

Impaired loans
Non-accrual loans	$	5,051
Accruing TDRs		6,156
Total impaired loans		11,207
Allocated allowance for credit losses		—
Net investment in impaired loans	$	11,207

Impaired loans with a valuation allowance	$	—
Impaired loans without a valuation allowance		11,207
Total impaired loans	$	11,207

Allocated valuation allowance as a percent of impaired loans		—	%
Impaired loans to total loans		1.31	%
Non-performing assets to total loans		0.62	%
Non-performing assets to total assets		0.40	%
Allowance for credit losses to impaired loans		73.83	%
Allowance for credit losses to total non-performing assets		154.39	%

Real estate mortgages comprise ~~89.1%~~89.0% of the loan portfolio as of ~~June 30, 2022,~~March 31, 2023, as compared to ~~88.3%~~89.1% as of December 31, ~~2021.~~2022. Real estate mortgages consist of both loans secured by residential and commercial real ~~estate loans.~~estate. The real estate loan portfolio is well diversified in terms of borrowers, collateral, interest rates, and maturities. Also, the residential component of the real estate loan portfolio is largely comprised of fixed rate mortgages. The real estate loans are concentrated primarily in the Company’s market area and are subject to risks associated with the local economy. The loans secured by commercial real estate ~~loans~~ typically reprice approximately every three to five years and are also concentrated in the Company’s market area. The Company’s loss exposure on its ~~impaired~~individually evaluated loans continues to be mitigated by collateral positions on these loans. The allocated allowance for ~~loan~~credit losses associated with ~~impaired~~individually evaluated loans is generally computed based upon the related collateral value of the loans. The collateral values are determined by recent appraisals or Certificates of Inspection, but are generally discounted by management based on historical dispositions, changes in market conditions since the last valuation and management’s expertise and knowledge of the borrower and the borrower’s business.

DEPOSITS, OTHER BORROWED FUNDS AND SUBORDINATED DEBT

Consumer and commercial retail deposits are attracted primarily by the Bank’s ~~eighteen~~nineteen full service office locations ~~one loan production office~~ and through its internet banking presence. The Bank offers a broad selection of deposit products and continually evaluates its interest rates and fees on deposit products. The Bank regularly reviews competing financial institutions’ interest rates, especially when establishing interest rates on certificates of ~~deposit.~~deposit and municipal deposits.

Total deposits decreased ~~$84,361,000~~$45,584,000 to ~~$993,608,000~~$947,915,000 as of ~~June 30, 2022~~March 31, 2023 as non-interest bearing deposits decreased by ~~$18,527,000~~$2,133,000 and interest bearing deposits decreased by ~~$65,834,000~~$43,451,000 from year-end ~~2021.~~2022. The decrease in deposits was the result of a ~~$95,504,000~~$38,711,000 decrease in ~~highly rate sensitive~~municipal deposits and other normal fluctuations. Total short-term and long-term borrowings increased to ~~$154,723,000~~$204,907,000 as of ~~June 30, 2022,~~March 31, 2023, from ~~$62,377,000~~$178,418,000 at year-end ~~2021,~~2022, an increase of ~~$92,346,000~~$26,489,000 or ~~148.0%~~14.8%. The increase in total borrowings was mainly the result of increased short-term borrowings asdue to decreased deposits ~~decreased~~ and ~~cash balances were deployed into earning assets.~~growth in the loan portfolio.

On December 10, 2020, the Corporation issued $25,000,000 aggregate principal amount of Subordinated Notes due December 31, 2030 (the “2020 Notes”). The 2020 Notes are intended to be treated as Tier 2 capital for regulatory capital purposes. The 2020 Notes bear a fixed interest rate of 4.375% per year for the first five years and then float based on a benchmark rate (as defined).

CAPITAL STRENGTH

Normal increases in capital are generated by net income, less dividends paid out. During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, net income less dividends paid ~~increased~~decreased capital by ~~$4,031,000.~~$328,000. The decrease was offset by a one-time cumulative effect adjustment to retained earnings in the amount of $728,000 upon the adoption of ASU 2016-13. Accumulated other comprehensive (loss) income derived from net unrealized gains on debt securities available-for-sale also impacts capital. At December 31, ~~2021~~2022 accumulated other comprehensive ~~income~~loss was ~~$7,588,000.~~($29,558,000). Accumulated other comprehensive loss stood at ~~$20,438,000~~($25,780,000) at ~~June 30, 2022, a decrease~~March 31, 2023, an increase of ~~$28,026,000.~~$3,778,000. Fluctuations in interest rates have regularly impacted the gain/loss position in the Bank’s securities portfolio, as well as its decision to sell securities at a gain or loss. The fluctuations from net unrealized gains on debt securities available-for-sale do not affect regulatory capital, as the Bank elected to opt-out of the inclusion of this item with the filing of the March 31, 2015 Call Report.

The Company held 231,611 ~~and 231,612~~ shares of common stock as treasury stock at ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. This had an effect of reducing our total stockholders’ equity by $5,709,000 as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.

Total stockholders’ equity was ~~$125,379,000~~$125,026,000 as of ~~June 30, 2022,~~March 31, 2023, and ~~$148,555,000~~$120,386,000 as of December 31, ~~2021.~~2022.

At ~~June 30, 2022~~March 31, 2023 the Bank met the definition of a “well-capitalized” institution under the regulatory framework for prompt corrective action and the minimum capital requirements under Basel III. The following table presents the Bank’s capital ratios as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021:~~2022:



					To Be Well						To Be Well
					Capitalized						Capitalized
					Under Prompt						Under Prompt
	June 30,		December 31,		Corrective Action		March 31,		December 31,		Corrective Action
	2022		2021		Regulations		2023		2022		Regulations
Tier 1 leverage ratio (to average assets)	10.77	%	10.14	%	5.00	%	10.59	%	10.38	%	5.00	%
Common Equity Tier 1 capital ratio (to risk-weighted assets)	15.29	%	15.52	%	6.50	%	15.36	%	15.24	%	6.50	%
Tier 1 risk-based capital ratio (to risk-weighted assets)	15.29	%	15.52	%	8.00	%	15.36	%	15.24	%	8.00	%
Total risk-based capital ratio	16.34	%	16.57	%	10.00	%	16.17	%	16.15	%	10.00	%

Under the final capital rules that became effective on January 1, 2015, there was a requirement for a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets which is in addition to the other minimum risk-based capital standards in the rule. Institutions that do not maintain this required capital buffer will become subject to progressively more stringent limitations on the percentage of earnings that can be paid out in dividends or used for stock repurchases and on the payment of discretionary bonuses to senior executive management. The capital buffer

requirement was phased in over three years beginning in 2016. The capital buffer requirement effectively raises the minimum required common equity Tier 1 capital ratio to 7.0%, the Tier 1 capital ratio to 8.5%, and the total capital ratio to 10.5% on a fully phased-in basis as of January 1, 2019. As of ~~June 30, 2022,~~March 31, 2023, the Bank meets all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis.

The Corporation’s capital ratios are not materially different than those of the Bank.

LIQUIDITY

The Company’s objective is to maintain adequate liquidity to meet funding needs at a reasonable cost and provide contingency plans to meet unanticipated funding needs or a loss of funding sources, while minimizing interest rate risk. Adequate liquidity is needed to provide the funding requirements of depositors’ withdrawals, loan growth, and other operational needs.

Sources of liquidity are as follows:

●

Growth in the core deposit base;

●

Proceeds from sales or maturities of securities;

●

Payments received on loans and mortgage-backed securities;

●

Overnight correspondent bank borrowings on various credit lines, notes, etc., with various levels of capacity;

●

Securities sold under agreements to repurchase; and

●

Brokered CDs.

At ~~June 30, 2022~~March 31, 2023 the Company had ~~$458,318,000~~$504,376,000 in maximum borrowing capacity at FHLB (inclusive of the outstanding balances of FHLB long-term notes, FHLB short-term borrowings, and irrevocable standby letters of credit issued by FHLB); the maximum borrowing capacity at ACBB was $15,000,000 and the maximum borrowing capacity of the Federal Discount Window was ~~$2,519,000.~~$9,749,000.

The Company enters into “Repurchase Agreements” in which it agrees to sell securities subject to an obligation to repurchase the same or similar securities. Because the agreement both entitles and obligates the Company to repurchase the assets, the Company may transfer legal control of the securities while still retaining effective control. As a result, the repurchase agreements are accounted for as collateralized financing agreements (secured borrowings) and act as an additional source of liquidity. Securities sold under agreements to repurchase were ~~$25,311,000~~$20,734,000 at ~~June 30, 2022.~~March 31, 2023.

Asset liquidity is provided by securities maturing in one year or less, other short-term investments, federal funds sold, and cash and due from banks. The liquidity is augmented by repayment of loans and cash flows from mortgage-backed and asset-backed securities. Liability liquidity is accomplished primarily by maintaining a core deposit base, acquired by attracting new deposits and retaining maturing deposits. Also, short-term borrowings provide funds to meet liquidity needs.

Net cash flows used in operating activities were $2,827,000 for the three months ended March 31, 2023, compared to net cash flows provided by operating activities ~~were $7,606,000 and $8,676,000 at June 30, 2022 and 2021, respectively.~~of $5,448,000 for the three months ended March 31, 2022. Net income amounted to ~~$7,365,000~~$1,357,000 for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~$7,483,000~~$3,543,000 for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. During the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ net premium amortization on securities amounted to ~~$1,633,000~~$400,000 and ~~$1,366,000,~~$838,000, respectively. Net ~~losses~~gains on sales of mortgage loans amounted to ~~$34,000~~$17,000 for the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, compared to net ~~gains~~losses on sales of mortgage loans of ~~$662,000~~$34,000 for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. Originations ~~from sales~~ of mortgage loans originated for resale exceeded proceeds (net of gains/losses) from sales of mortgage loans originated for resale by ~~$1,639,000~~$27,000 for the ~~six~~three months ended ~~June 30,~~March 31, 2023, compared to the three months ended March 31, 2022 ~~and~~when proceeds (net of gains/losses) from sales of mortgage loans ~~originated for resale~~ exceeded originations of mortgage loans originated for resale by ~~$937,000 for the six months ended June 30, 2021.~~$1,228,000. Net securities losses amounted to ~~$131,000~~$56,000 and $63,000 for the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~compared to net securities gains of $143,000 for the six months ended June 30, 2021.~~respectively. Accrued interest receivable ~~increased by $112,000 and~~ decreased by ~~$170,000~~$356,000 and $40,000 during the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. Other assets increased by ~~$639,000~~$706,000 and ~~$1,116,000~~$655,000 during the ~~six~~three months ended March 31, 2023 and 2022, respectively. Accrued interest payable increased by $726,000 during the three months ended March 31, 2023, compared to an increase of $255,000 during the three months ended March 31, 2022. Other liabilities decreased by $5,125,000 during the three months ended March 31, 2023 and decreased by $347,000 during the three months ended March 31, 2022.

5256

Investing activities provided cash of $24,775,000 during the three months ended ~~June 30, 2022 and 2021, respectively. Other liabilities increased by $37,000 during~~March 31, 2023, compared to the ~~six~~three months ended ~~June 30,~~March 31, 2022 ~~and increased by $241,000 during the six months ended June 30, 2021.~~

~~Investing~~when investing activities used cash of ~~$64,171,000 and $56,580,000 during the six months ended June 30, 2022 and 2021, respectively.~~$48,070,000. Net activity in the available-for-sale securities portfolio (including proceeds from sale, maturities, and redemptions, net against purchases) provided cash of $31,655,000 during the three months ended March 31, 2023 and used cash of ~~$9,283,000~~$19,679,000 during the ~~six~~three months ended ~~June 30, 2022, compared to $34,469,000 for the six months ended June 30, 2021.~~March 31, 2022. Changes in restricted investment in bank stocks used cash of ~~$3,834,000~~$1,216,000 and ~~$359,000~~$1,130,000 during the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. Net cash used to originate loans amounted to ~~$50,331,000~~$3,683,000 for the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, compared to ~~$21,649,000~~$27,411,000 for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. Purchases of premises and equipment used cash of $868,000 and $97,000 during the three months ended March 31, 2023 and 2022, respectively. Purchase of investment in real estate ventures used cash of $1,113,000 during the three months ended March 31, 2023, compared to $0 for the three months ended March 31, 2022.

Financing activities ~~provided~~used cash of ~~$5,451,000~~$20,373,000 and ~~$120,348,000~~$8,817,000 during the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. Deposits decreased by ~~$84,361,000~~$45,584,000 during the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, compared to ~~an increase~~a decrease of ~~$125,859,000~~$32,492,000 during the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. Short-term borrowings increased by ~~$102,346,000~~$26,489,000 and ~~$7,005,000~~$24,954,000 during the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021, respectively. Repayment of long-term borrowings used cash of $10,000,000 at both June 30, 2022 and 2021,~~ respectively. Dividends paid amounted to ~~$3,334,000~~$1,685,000 for the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, compared to ~~$3,240,000~~$1,665,000 for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022.

Managing liquidity remains an important segment of asset/liability management. The overall liquidity position of the Company is maintained by an active asset/liability management committee. The Company believes that its core deposit base is stable even in periods of changing interest rates. Liquidity and funds management are governed by policies and are measured on a monthly basis. These measurements indicate that liquidity generally remains stable and exceeds the Company’s minimum defined levels of adequacy. Other than the trends of continued competitive pressures and volatile interest rates, there are no known demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, liquidity increasing or decreasing in any material way. Given our financial strength, we expect to be able to maintain adequate liquidity as we manage through the current environment, utilizing current funding options and possibly utilizing new options.

MARKET RISK

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, exchange rates and equity prices. The Company’s market risk is composed primarily of interest rate risk. The Company’s interest rate risk results from timing differences in the repricing of assets, liabilities, off-balance sheet instruments, and changes in relationships between rate indices and the potential exercise of explicit or embedded options.

Increases in the level of interest rates also may adversely affect the fair value of the Company’s securities and other earning assets. Generally, the fair value of fixed-rate instruments fluctuates inversely with changes in interest rates. As a result, increases in interest rates ~~have and~~ could result in further decreases in the fair value of the Company’s interest-earning assets, which could adversely affect the Company’s results of operations if sold, or, in the case of interest-earning assets classified as available-for-sale, the Company’s stockholders’ equity, if retained. Under FASB ASC 320-10, Investments – Debt Securities, changes in the unrealized gains and losses, net of taxes, on debt securities classified as available-for-sale are reflected in the Company’s stockholders’ equity. The Company does not own any trading assets.

Asset/Liability Management

The principal objective of asset/liability management is to manage the sensitivity of the net interest margin to potential movements in interest rates and to enhance profitability through returns from managed levels of interest rate risk. The Company actively manages the interest rate sensitivity of its assets and liabilities. Several techniques are used for measuring interest rate sensitivity. Interest rate risk arises from the mismatches in the repricing of rates on assets and liabilities within a given time period, referred to as a rate sensitivity gap. If more assets than liabilities mature or reprice within the time frame, the Company is asset sensitive. This position would contribute positively to net interest income in a rising rate environment. Conversely, if more liabilities mature or reprice, the Company is liability sensitive. This

5357

position would contribute positively to net interest income in a falling rate environment. The Company’s cumulative gap at one year indicates the Company is liability sensitive at ~~June 30, 2022.~~March 31, 2023.

Earnings at Risk

The Bank’s Asset/Liability Committee (“ALCO”) is responsible for reviewing the interest rate sensitivity position and establishing policies to monitor and limit exposure to interest rate risk. The guidelines established by ALCO are reviewed by the Company’s Board of Directors. The Company recognizes that more sophisticated tools exist for measuring the interest rate risk in the balance sheet beyond interest rate sensitivity gap. Although the Company continues to measure its interest rate sensitivity gap, the Company utilizes additional modeling for interest rate risk in the overall balance sheet. Earnings at risk and economic values at risk are analyzed.

Earnings simulation modeling addresses earnings at risk and net present value estimation addresses economic value at risk. While each of these interest rate risk measurements has limitations, taken together they represent a reasonably comprehensive view of the magnitude of interest rate risk to the Company.

Earnings Simulation Modeling

The Company’s net income is affected by changes in the level of interest rates. Net income is also subject to changes in the shape of the yield curve. For example, a flattening of the yield curve would result in a decline in earnings due to the compression of earning asset yields and increased liability rates, while a steepening would result in increased earnings as earning asset and interest-bearing liability yields widen.

Earnings simulation modeling is the primary mechanism used in assessing the impact of changes in interest rates on net interest income. The model reflects management’s assumptions related to asset yields and rates paid on liabilities, deposit sensitivity, size and composition of the balance sheet. The assumptions are based on what management believes at that time to be the most likely interest rate environment. Earnings at risk is the change in net interest income from a base case scenario under various scenarios of rate shock increases and decreases in the interest rate earnings simulation model.

The table ~~on the next page~~below presents an analysis of the changes in net interest income and net present value of the balance sheet resulting from various increases or decreases in the level of interest rates, such as two percentage points (200 basis points) in the level of interest rates. The calculated estimates of change in net interest income and net present value of the balance sheet are compared to current limits approved by ALCO and the Board of Directors. The earnings simulation model projects net interest income would decrease ~~8.63%~~14.67%, ~~16.56%~~28.36% and ~~24.40%~~40.90% in the 100, 200 and 300 basis point increasing rate scenarios presented. In addition, the earnings simulation model projects net interest income would increase ~~2.41%~~11.89% and ~~decrease 0.35%~~22.88% in the 100 and 200 basis point decreasing rate scenarios presented. All of these forecasts are within the Company’s one year policy ~~guidelines.~~guidelines, aside from the 200 basis point immediate increase scenario at (28.36)% and the 300 basis point immediate increase scenario at (40.90)% vs. the policy limits of (20.00)% and (25.00)%, respectively.

The analysis and model used to quantify the sensitivity of net interest income becomes less reliable in a decreasing rate scenario given the current ~~low~~ interest rate environment with federal funds trading in the ~~150 - 175~~475-500 basis point ~~range.~~range and many deposit accounts still lagging at markedly lower rates. Results of the decreasing basis point declining scenarios are affected by the fact that many of the Company’s interest-bearing liabilities are at rates below 1% and therefore likely may not decline 100 or more basis points. However, the Company’s interest-sensitive assets are able to decline by these amounts. For the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the cost of interest-bearing liabilities averaged ~~0.54%~~2.29%, and the yield on interest-earning assets, on a fully taxable equivalent basis, averaged ~~3.68%~~4.40%.

Net Present Value Estimation

The net present value measures economic value at risk and is used for helping to determine levels of risk at a point in time present in the balance sheet that might not be taken into account in the earnings simulation model. The net present value of the balance sheet is defined as the discounted present value of asset cash flows minus the discounted

present value of liability cash flows. At ~~June 30, 2022,~~March 31, 2023, net present value is projected to decrease ~~1.65%~~2.71%, ~~8.10%~~8.61%, and ~~16.34%~~16.25% in the 100, 200, and 300 basis point immediate increase scenarios, respectively. Additionally, the 100 and 200

basis point immediate ~~decrease scenarios~~decreases in rates are estimated to affect net present value with a decrease of ~~7.51%~~3.75% and ~~26.68%~~16.10%, respectively. All ~~of these~~ scenarios presented are within the Company’s policy limits.

The computation of the effects of hypothetical interest rate changes are based on many assumptions. They should not be relied upon solely as being indicative of actual results, since the computations do not account for actions management could undertake in response to changes in interest rates.

Effect of Change in Interest Rates


	Projected Change
Effect on Net Interest Income
1-Year Net Income Simulation Projection
+300 bp Shock vs. Stable Rate	~~(24.40)~~(40.90)	%
+200 bp Shock vs. Stable Rate	~~(16.56)~~(28.36)	%
+100 bp Shock vs. Stable Rate	~~(8.63)~~(14.67)	%
Flat rate
‒100 bp Shock vs. Stable Rate	~~2.41~~11.89	%
‒200 bp Shock vs. Stable Rate	~~(0.35)~~22.88	%

Effect on Net Present Value of Balance Sheet
Static Net Present Value Change
+300 bp Shock vs. Stable Rate	~~(16.34)~~(16.25)	%
+200 bp Shock vs. Stable Rate	~~(8.10)~~(8.61)	%
+100 bp Shock vs. Stable Rate	~~(1.65)~~(2.71)	%
Flat rate
‒100 bp Shock vs. Stable Rate	~~(7.51)~~(3.75)	%
‒200 bp Shock vs. Stable Rate	~~(26.68)~~(16.10)	%

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Information with respect to quantitative and qualitative disclosures about market risk is included in the information under Management’s Discussion and Analysis in Item 2.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. First Keystone Corporation maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those disclosure controls and procedures performed as of the end of the period covered by this report, the Chief Executive Officer and Chief Financial Officer of the Company concluded that the Company’s disclosure controls and procedures were effective as of ~~June 30, 2022.~~March 31, 2023.

Changes in internal control over financial reporting. There were no other changes in the Company’s internal control over financial reporting during the fiscal quarter ended ~~June 30, 2022,~~March 31, 2023, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

5559

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Although the Company is subject to various claims and legal actions that occur from time to time in the ordinary course of business, the Company is not party to any pending legal proceedings that management believes could have a material adverse effect on its business, results of operations, financial condition or cash flows.

Item 1A. Risk Factors

~~There~~Recent negative developments affecting the banking industry, including recent bank failures or concerns regarding liquidity, have eroded customer confidence in the banking system and may have a material adverse effect on the Corporation.

During March and April 2023 three significant bank failures occurred (Silicon Valley Bank, Signature Bank, and First Republic Bank). This was and continues to be accompanied by financial instability at certain additional banks. These bank failures and bank instabilities have created and may continue to create market and other risks, for all financial institutions and banks, including the Corporation. These risks include, but are not limited to:

●

Market risk and loss of confidence in the financial services sector, and/or specific banks;

●

Deterioration of securities and loan portfolios;

●

Deposit volatility and reductions with higher volumes and occurring over shorter periods of time;

●

Increased liquidity demand and utilization of sources of liquidity; and

●

Interest rate volatility and abrupt, sudden and greater than usual rate changes.

These factors individually, or in any combination, could materially and adversely affect:

●

Financial condition;

●

Operations and results thereof; and

●

Stock price.

In addition, the previously mentioned bank failures and instabilities may result in an increase of FDIC deposit insurance premiums and/or result in special FDIC deposit insurance assessments, which also may adversely affect the Corporation’s financial condition, operations, results thereof or stock price. The Corporation cannot predict the impact, timing or duration of such events.

Other than the item listed above, there have been no material changes to the risk factors disclosed in Item 1A “Risk Factors” in the Corporation’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

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


Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share	(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
~~April~~January 1 - ~~April 30, 2022~~January 31, 2023	―	―	―	120,000
~~May~~February 1 - ~~May 31, 2022~~February 28, 2023	―	―	―	120,000
~~June~~March 1 - ~~June 30, 2022~~March 31, 2023	―	―	―	120,000
Total	―	―	―	120,000

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

5661

Item 6. Exhibits and Reports on Form 8-K

(a)

Exhibits required by Item 601 Regulation S-K


Exhibit Number		Description of Exhibit
3.1		Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 8-K dated August 28, 2018).

3.2		By-Laws, as amended and restated (Incorporated by reference to Exhibit 3.2 to the Registrant’s Report on Form 8-K dated January 26, 2021).

10.1(a)		Supplemental Employee Retirement Plan – J. Gerald Bazewicz (Incorporated by reference to Exhibit 10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013).*

10.1(b)		Supplemental Employee Retirement Plan – David R. Saracino (Incorporated by reference to Exhibit 10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013).*

10.1(d)		Supplemental Employee Retirement Plan – Elaine Woodland (Incorporated by reference to Exhibit 10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013).*

10.2		Management Incentive Compensation Plan (Incorporated by reference to Exhibit 10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018).*

14		First Keystone Corporation Directors and Senior Management Code of Ethics (Incorporated by reference to Exhibit 99.1 to Registrant’s Report on Form 8-K dated August 27, 2013).

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.**

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.**

32.1		Section 1350 Certification of Chief Executive Officer.**

32.2		Section 1350 Certification of Chief Financial Officer.**

101.INS		Inline XBRL Instance Document.**

101.SCH		Inline XBRL Taxonomy Extension Schema Document.**

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.**

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.**

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.**

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.**

104		Cover Page Interactive Data File (Formatted as Inline XBRL and Contained in Exhibit 101)

* Denotes a compensatory plan.

** Filed herewith.

The Company will provide a copy of any exhibit upon receipt of a written request for the particular exhibit or exhibits desired. All requests should be addressed to the Company’s principal executive offices.

5762

FIRST KEYSTONE CORPORATION

SIGNATURES

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


	FIRST KEYSTONE CORPORATION
	Registrant


~~August 5, 2022~~May 11, 2023	/s/ Elaine A. Woodland
	Elaine A. Woodland
	President and Chief Executive Officer
	(Principal Executive Officer)



~~August 5, 2022~~May 11, 2023	/s/ Diane C.A. Rosler
	Diane C.A. Rosler
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer)

5863


			June 30, 2022
			Debt Securities Available-For-Sale
(Dollars in thousands)				U.S. Government		Other		Obligations
				Agency &		Mortgage		of State		Asset		Corporate
	U.S. Treasury			Sponsored Agency		Backed Debt		& Political		Backed		Debt
	Securities			Obligations¹		Securities¹		Subdivisions		Securities		Securities
Within 1 Year:
Amortized cost	$	—		$	—	$	—	$	2,553	$	—	$	1,536
Fair value		—			—		—		2,554		—		1,534

1 - 5 Years:
Amortized cost		12,389			323		7,941		21,300		33		13,212
Fair value		11,902			321		7,748		21,056		33		13,246

5 - 10 Years:
Amortized cost		7,839			13,904		2,713		30,191		—		33,246
Fair value		7,056			13,834		2,615		29,294		—		31,886

After 10 Years:
Amortized cost		—			105,211		30,161		121,248		32,332		—
Fair value		—			96,029		28,193		111,632		31,327		—

Total:
Amortized cost	$	20,228		$	119,438	$	40,815	$	175,292	$	32,365	$	47,994
Fair value		18,958			110,184		38,556		164,536		31,360		46,666


(Dollars in thousands)	For the Three Months Ended June 30, 2022
		Pre-Modification		Post-Modification
		Outstanding		Outstanding
	Number of	Recorded		Recorded		Recorded
	Contracts	Investment		Investment		Investment
Commercial Real Estate	1	$	347	$	372	$	372
Total	1	$	347	$	372	$	372


(Dollars in thousands)	For the Six Months Ended June 30, 2022
		Pre-Modification		Post-Modification
		Outstanding		Outstanding
	Number of	Recorded		Recorded		Recorded
	Contracts	Investment		Investment		Investment
Commercial Real Estate	1	$	347	$	372	$	372
Total	1	$	347	$	372	$	372

(Dollars in thousands)	For the Six Months Ended June 30, 2021
		Pre-Modification		Post-Modification
		Outstanding		Outstanding
	Number of	Recorded		Recorded		Recorded
	Contracts	Investment		Investment		Investment
Commercial Real Estate	3	$	301	$	301	$	301
Total	3	$	301	$	301	$	301


	For the Three Months Ended June 30, 2022
	Rate	Term	Payment	Number
	Modification	Modification	Modification	Modified
Commercial Real Estate	—	—	1	1
Total	—	—	1	1


	For the Six Months Ended June 30, 2022
	Rate	Term	Payment	Number
	Modification	Modification	Modification	Modified
Commercial Real Estate	—	—	1	1
Total	—	—	1	1


	For the Six Months Ended June 30, 2021
	Rate	Term	Payment	Number
	Modification	Modification	Modification	Modified
Commercial Real Estate	—	2	1	3
Total	—	2	1	3


(Dollars in thousands)	For the Six Months Ended				For the Six Months Ended
	June 30, 2022				June 30, 2021
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized
With no related allowance recorded:
Commercial and Industrial	$	1,004	$	5	$	1,071	$	5
Commercial Real Estate		11,247		142		12,564		188
Residential Real Estate		849		—		1,142		1

With an allowance recorded:
Commercial and Industrial		—		—		—		—
Commercial Real Estate		—		—		484		—
Residential Real Estate		—		—		—		—
Total	$	13,100	$	147	$	15,261	$	194

Total consists of:
Commercial and Industrial	$	1,004	$	5	$	1,071	$	5
Commercial Real Estate	$	11,247	$	142	$	13,048	$	188
Residential Real Estate	$	849	$	—	$	1,142	$	1