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.

Indicate by check mark whether the registrant has submitted electronically Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

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

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

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

As of ~~May 13,~~August 12, 2022, there were ~~4,603,184~~4,618,896 shares outstanding of the registrant’s Voting common stock and 1,380,283 shares outstanding of the registrant’s Series A Non-Voting common stock.

The accompanying notes are an integral part of the consolidated financial statements.

Note 2: New Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) and, to a lesser extent, other authoritative rulemaking bodies promulgate generally accepted accounting principles (“GAAP”) to regulate the standards of accounting in the United States. From time to time, the FASB issues new GAAP standards, known as Accounting Standards Updates (“ASUs”) some of which, upon adoption, may have the potential to change the way in which the Company recognizes or reports within its consolidated financial statements. The following table provides a description of the accounting standards that are not currently effective, but could have an impact on the Company's consolidated financial statements upon adoption.

- 910 -

~~Standards Adopted as of March 31, 2022~~

~~Standard~~

~~Description~~

~~Required Date~~

~~of Implementation~~

~~Effect on Consolidated Financial Statements~~

~~Leases- Topic 842 (ASU 2021-05)~~

The amendments in this Update affect lessors with lease contracts that (1) have variable lease payments that do not depend on a reference index or a rate and (2) would have resulted in the recognition of a selling loss at lease commencement if classified as sales-type or direct financing. The amendment requires that a lessor determine whether a lease should be classified as a sales-type lease or a direct financing lease at lease commencement on the basis of specified classification criteria (see paragraphs 842-10-25-2 through 25-3). Under ASC 842, a lessor is not permitted to estimate most variable payments and must exclude variable payments that are not estimated and do not depend on a reference index or a rate from the lease receivable. Subsequently, those excluded variable payments are recognized entirely as lease income when the changes in facts and circumstances on which those variable payments are based occur. Consequently, the net investment in the lease for a sales-type lease or a direct financing lease with variable payments of a certain magnitude that do not depend on a reference index or a rate may be less than the carrying amount of the underlying asset derecognized at lease commencement. As a result, the lessor recognizes a selling loss at lease commencement (hereinafter referred to as a day-one loss) even if the lessor expects the arrangement to be profitable overall. The amendments in this Update address stakeholders' concerns by amending the lease classification requirements for lessors to align them with practice under ASC 840. Lessors should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if both of the following criteria are met: (1) The lease would have been classified as a sales-type lease or a direct financing lease in accordance with the classification criteria in paragraphs 842-10-25-2 through 25-3 and (2) The lessor would have otherwise recognized a day-one loss. When a lease is classified as operating, the lessor does not recognize a net investment in the lease, does not derecognize the underlying asset, and, therefore, does not recognize a selling profit or loss. The leased asset continues to be subject to the measurement and impairment requirements under other applicable GAAP before and after the lease transaction.

The amendments in this Update amend Topic 842, which has different effective dates for public business entities and most entities other than public business entities. The amendments are effective for fiscal years beginning after December 15, 2021, for all entities, and interim periods within those fiscal years for public business entities and interim periods within fiscal years beginning after December 15, 2022, for all other entities.

~~The adoption of this ASU is currently not expected to have a material impact to the Company's consolidated statements of condition or income.~~

- 10 -

~~Standard~~

~~Description~~

~~Required Date~~

~~of Implementation~~

~~Effect on Consolidated Financial Statements~~

~~Earnings Per Share, Debt Modifications and Extinguishments, Stock Compensation, and Derivatives and Hedging- Contacts in Entity's own Equity (ASU 2021-04)~~

The amendments in this Update affect all entities that issue freestanding written call options that are classified in equity. Specifically, the amendments affect those entities when a freestanding equity-classified written call option is modified or exchanged and remains equity classified after the modification or exchange. The amendments that relate to the recognition and measurement of EPS for certain modifications or exchanges of freestanding equity-classified written call options affect entities that present EPS in accordance with the guidance in Topic 260, Earnings Per Share. The amendments in this Update do not apply to modifications or exchanges of financial instruments that are within the scope of another Topic. That is, accounting for those instruments continues to be subject to the requirements in other Topics. The amendments in this Update do not affect a holder‘s accounting for freestanding call options.

The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt the amendments in this Update in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period.

~~The adoption of this ASU had no impact to the Company's consolidated statements of condition or income as the Company does not have any freestanding equities with a written call option.~~

- 11 -

Standards Not Yet Adopted as of ~~March 31,~~June 30, 2022

Standard

Description

Required Date

of Implementation

Effect on Consolidated Financial Statements

Measurement of Credit Losses on Financial Instruments (ASU 2016-13: Financial Instruments—Credit Losses [Topic 326]: Measurement of Credit Losses on Financial Instruments)

The amended guidance replaces the current incurred loss model for determining the allowance for credit losses. The guidance requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. The allowance for credit losses will represent a valuation account that is deducted from the amortized cost basis of the financial assets to present their net carrying value at the amount expected to be collected. The income statement will reflect the measurement of credit losses for newly recognized financial assets as well as expected increases or decreases of expected credit losses that have taken place during the period. When determining the allowance, expected credit losses over the contractual term of the financial asset(s) (taking into account prepayments) will be estimated considering relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The amended guidance also requires recording an allowance for credit losses for purchased financial assets with a more-than-insignificant amount of credit deterioration since origination. The initial allowance for these assets will be added to the purchase price at acquisition rather than being reported as an expense. Subsequent changes in the allowance will be recorded through the income statement as an expense adjustment. In addition, the amended guidance requires credit losses relating to available-for-sale debt securities to be recorded through an allowance for credit losses. The calculation of credit losses for available-for-sale securities will be similar to how it is determined under existing guidance.

January 1, 2023 (early adoption permitted as of January 1, 2019)

The Company is assessing new guidance to determine what modifications to existing credit estimation processes may be required. The new guidance is complex and management is evaluating preliminary output from models that have been developed during this evaluative phase. In addition, future levels of allowances will also reflect new requirements to include estimated credit losses on investment securities classified as held-to-maturity, if any. The Company has formed an Implementation Committee, whose membership includes representatives of senior management, to develop plans that will encompass: (1) internal methodology changes (2) data collection and management activities, (3) internal communication requirements, and (4) estimation of the projected impact of this guidance. It has been generally assumed that the conversion from the incurred loss model, required under current GAAP, to the current expected credit loss (CECL) methodology (as required upon implementation of this Update) will, more likely than not, result in increases to the allowances for credit losses at many financial institutions. However, the amount of any change in the allowance for credit losses resulting from the new guidance will ultimately be impacted by the provisions of this guidance as well as by the loan and debt security portfolios composition and asset quality at the adoption date, and economic conditions and forecasts at the time of adoption. The amendments in this Update should be applied on a modified retrospective basis by means of a cumulative-effect adjustment to the opening retained earnings balance in the statement of financial position as of the date of adoption. The cumulative impact of the economic effects of the COVID-19 pandemic on the changes to the allowance for loan losses, that will be required upon the implementation of the CECL methodology, cannot be estimated at this time.

- 1211 -

Standard

Description

Required Date

of Implementation

Effect on Consolidated Financial Statements

Transition Relief for the Implementation of ASU-2016-13 (ASU 2019-5: Financial Instruments—Credit Losses [Topic 326]: Targeted Transition Relief)

The amendments in this ASU provide entities that have certain instruments within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost, with an option to irrevocably elect the fair value option in Subtopic 825-10, Financial Instruments—Overall, applied on an instrument-by-instrument basis for eligible instruments, upon adoption of Topic 326. The fair value option election does not apply to held-to-maturity debt securities. An entity that elects the fair value option should subsequently apply the guidance in Subtopics 820-10, Fair Value Measurement—Overall, and 825-10. General guidance for the use of the fair value option is contained in Subtopic 825-10. The irrevocable election of the fair value option must be applied on an instrument-by-instrument basis for eligible instruments, whose characteristics are within the scope of Subtopic 326-20. Upon adoption of Topic 326, for items measured at fair value in accordance with paragraph 326-10-65-1(i), the difference between the carrying amount and the fair value shall be recorded by means of a cumulative-effect adjustment to the opening retained earnings balance as of the beginning of the first reporting period that an entity has adopted ASU 2016-13. Those differences may include, but are not limited to: (1) unamortized deferred costs, fees, premiums, and discounts (2) valuation allowances (for example, allowance for loan losses), or (3) accrued interest.

January 1, 2023 (early adoption permitted as of January 1, 2019)

The Company is assessing the new guidance to determine what modifications to existing credit estimation processes may be required. The new guidance is complex and management is still evaluating the preliminary output from models that have been developed during this evaluative phase. In addition, future levels of allowances will also reflect new requirements to include estimated credit losses on investment securities classified as held-to-maturity, if any. The Company has formed an Implementation Committee, whose membership includes representatives of senior management, to develop plans that will encompass: (1) internal methodology changes (2) data collection and management activities, (3) internal communication requirements, and (4) estimation of the projected impact of this guidance. It has been generally assumed that the conversion from the incurred loss model, required under current GAAP, to the current expected credit loss (CECL) methodology (as required upon implementation of this Update) will, more likely than not, result in increases to the allowances for credit losses at many financial institutions. However, the amount of any change in the allowance for credit losses resulting from the new guidance will ultimately be impacted by the provisions of this guidance as well as by the loan and debt security portfolios composition and asset quality at the adoption date, and economic conditions and forecasts at the time of adoption. The amendments in this Update should be applied on a modified retrospective basis by means of a cumulative-effect adjustment to the opening retained earnings balance in the statement of financial position as of the date that an entity adopted the amendments in Update 2016-13. The cumulative impact of the economic effects of the COVID-19 pandemic on the changes to the allowance for loan losses, that will be required upon the implementation of the CECL methodology, cannot be estimated at this time.

- 1312 -

Standard

Description

Required Date

of Implementation

Effect on Consolidated Financial Statements

Financial Instruments—Credit Losses (ASU 2019-11- Codification Improvements to Topic 326)

On June 16, 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced an expected credit loss model for the impairment of financial assets measured at amortized cost basis. That model replaces the probable, incurred loss model for those assets. Through the amendments in that Update, the Board added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. The Board has an ongoing project on its agenda for improving the Codification or correcting its unintended application. The items addressed in that project generally are not expected to have a significant effect on current accounting practice or create a significant administrative cost for most entities. The amendments in this Update are similar to those items. However, the Board decided to issue a separate Update for improvements to the amendments in Update 2016-13 to increase stakeholder awareness of those amendments and to expedite the improvement process. The amendments include items brought to the Board's attention by stakeholders.

The amendments in this Update clarify or address stakeholders' specific issues about certain aspects of the amendments in Update 2016-13 as described below:

1. Expected Recoveries for Purchased Financial Assets with Credit Deterioration (PCDs): The amendments clarify that the allowance for credit losses for PCD assets should include in the allowance for credit losses expected recoveries of amounts previously written off and expected to be written off by the entity and should not exceed the aggregate of amounts of the amortized cost basis previously written off and expected to be written off by an entity. In addition, the amendments clarify that when a method other than a discounted cash flow method is used to estimate expected credit losses, expected recoveries should not include any amounts that result in an acceleration of the noncredit discount. An entity may include increases in expected cash flows after acquisition.

2. Transition Relief for Troubled Debt Restructurings (TDRs): The amendments provide transition relief by permitting entities an accounting policy election to adjust the effective interest rate on existing TDRs using prepayment assumptions on the date of adoption of Topic 326 rather than the prepayment assumptions in effect immediately before the restructuring.

3. Disclosures Related to Accrued Interest Receivables: The amendments extend the disclosure relief for accrued interest receivable balances to additional relevant disclosures involving amortized cost basis.

4. Financial Assets Secured by Collateral Maintenance Provisions: The amendments clarify that an entity should assess whether it reasonably expects the borrower will be able to continually replenish collateral securing the financial asset to apply the practical expedient. The amendments clarify that an entity applying the practical expedient should estimate expected credit losses for any difference between the amount of the amortized cost basis that is greater than the fair value of the collateral securing the financial asset (that is, the unsecured portion of the amortized cost basis). An entity may determine that the expectation of nonpayment for the amount of the amortized cost basis equal to the fair value of the collateral securing the financial asset is zero.

5. Conforming Amendment to Subtopic 805-20: The amendment to Subtopic 805-20, Business Combinations—Identifiable Assets and Liabilities, and Any Noncontrolling Interest, clarifies the guidance by removing the cross-reference to Subtopic 310-30 in paragraph 805-20-50-1 and replacing it with a cross-reference to the guidance on PCD assets in Subtopic 326-20.

January 1, 2023 (early adoption permitted as of January 1, 2019). The effective dates and transition requirements for the amendments are the same as the effective dates and transition requirements in Update 2016-13.

The Company is assessing the new guidance to determine what modifications to existing credit estimation processes may be required. The new guidance is complex and management is still evaluating the preliminary output from models that have been developed during this evaluative phase. In addition, future levels of allowances will also reflect new requirements to include estimated credit losses on investment securities classified as held-to-maturity, if any. The Company has formed an Implementation Committee, whose membership includes representatives of senior management, to develop plans that will encompass: (1) internal methodology changes (2) data collection and management activities, (3) internal communication requirements, and (4) estimation of the projected impact of this guidance. It has been generally assumed that the conversion from the incurred loss model, required under current GAAP, to the CECL methodology will, more likely than not, result in increases to the allowances for credit losses at many financial institutions. However, the amount of any change in the allowance for credit losses resulting from the new guidance will ultimately be impacted by the provisions of this guidance as well as by the loan and debt security portfolios composition and asset quality at the adoption date, and economic conditions and forecasts at the time of adoption. The amendments in this Update should be applied on a modified retrospective basis by means of a cumulative-effect adjustment to the opening retained earnings balance in the statement of financial position as of the date that an entity adopted the amendments in Update 2016-13.

- 1413 -

Standard

Description

Required Date

of Implementation

Effect on Consolidated Financial Statements

~~Debt~~ Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (ASU ~~2020-06- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity's Own Equity (Subtopic 815-40)~~2022-03)

~~The amendments reduce~~ASU 2022-03 provides clarification that a “contractual sale restriction prohibiting the ~~number~~sale of ~~accounting models for convertible debt instruments~~an equity security is a characteristic of the reporting entity holding the equity security” and ~~convertible preferred stock. The amendments also reduce form-over-substance-based~~is not included in the equity security's unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value (i.e., the entity should not apply a discount related to the contractual sale restriction, as stated in ASC 820-10-35-36B as amended by the ASU). In addition, the ASU prohibits an entity from recognizing a contractual sale restriction as a separate unit of account.
Under the existing guidance ~~for~~in ASC 820-10-35-6B, “although a reporting entity must be able to access the ~~derivatives scope exception for contacts~~market, the reporting entity does not need to be able to sell the particular asset or transfer the particular liability on the measurement date to be able to measure fair value on the basis of the price in that market.” ASU 2022-03 clarifies that an ~~entity’s own equity. For convertible instruments, embedded conversion features no longer are separated from~~entity should apply this existing guidance when measuring the ~~host contract for convertible instruments with conversion features~~fair value of equity securities that are ~~not required~~subject to ~~be accounted for as derivatives, or that do not result in substantial premiums accounted for as paid-in capital. Consequently,~~contractual sale restrictions (i.e., a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the interest rate of convertible debt instruments typically will be closer to the coupon interest ratecontractual sale restriction on the ~~instrument. The amendments also require certain changes to EPS calculations for convertible instruments as well as additional disclosures relating to conditions~~reporting entity that ~~cause conversion features to be met.~~

~~For contracts~~prevents the sale of an equity security in ~~an entity’s own equity,~~ the ~~amendments revise~~market does not prevent the ~~derivatives scope exception guidance as follows:~~

~~1. Remove~~entity from measuring the ~~settlement in unregistered shares, collateral, and shareholder rights conditions from the settlement guidance.~~

~~2. Clarify that payment penalties for failure to timely file do not preclude equity classification.~~

~~3. Require instruments that are required to be classified as an asset or liability to be measured subsequently at~~ fair value ~~with changes reported in earnings and disclosed in the financial statements. 4. Clarify that the scope~~ of the ~~disclosure requirements in~~equity security on the ~~Contracts in an Entity’s Own Equity section~~basis of the ~~Derivatives guidance applies only to freestanding instruments.~~

~~5. Clarify~~price in that ~~the scope of the reassessment guidance in the Contracts in an Entity’s Own Equity section of the Derivatives guidance applies to both freestanding instruments and embedded features.~~

~~The amendments in this update are effective for public business~~principal market). In transition, all entities ~~excluding entities eligible to be smaller reporting~~other than investment companies as defined ~~by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities,~~in ASC 946 should apply the amendments ~~are effective for~~in ASU 2022-03 prospectively and recognize in earnings on the adoption date any adjustments made as a result of adoption.

For public business entities, fiscal years beginning after December 15, 2023, ~~including~~and interim periods within those fiscal ~~years. Early~~years, with early adoption ~~is permitted, but no earlier than~~permitted. For all other entities, fiscal years beginning after December 15, ~~2020, including~~2023, and interim periods within those fiscal ~~years. The Board specified~~years, with early adoption permitted for both interim and annual financial statements that ~~an entity should adopt the guidance as of the beginning of its annual fiscal year.~~have not yet been issued or made available for issuance.

The amendments can be applied either on a modified retrospective method of transition or a fully retrospective method of transition. In applying the modified retrospective method, the guidance should be applied to transactions outstanding as of the beginning of the fiscal year in which the amendments are adopted. Transactions that were settled (or expired) during prior reporting periods are unaffected. The cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. If applying the fully retrospective method of transition, the cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings in the first comparative period presented. The fair value option is allowed to be irrevocably elected for any financial instrument that is a convertible security upon adoption of the amendments. The Company ~~has not yet determined which~~is assessing the new guidance to determine the financial impact of this transition ~~method will be applied to the extent that such transition adjustments are applicable. The Company~~and does not expect that the guidance will have a material effect on its consolidated statements of financial condition or income.

- 15 -

Standard

Description

Required Date

of Implementation

Effect on Consolidated Financial Statements

Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method (ASU 2022-01)

Under current guidance, the last-of-layer method enables an entity to apply fair value hedging to a stated amount of a closed portfolio of prepayable financial assets (or one or more beneficial interests secured by a portfolio of prepayable financial instruments) without having to consider prepayment risk or credit risk when measuring those assets. ASU 2022-01 expands the scope of this guidance to allow entities to apply the portfolio layer method to portfolios of all financial assets, including both prepayable and nonprepayable financial assets. This scope expansion is consistent with the FASB’s efforts to simplify hedge accounting and allows entities to apply the same method to similar hedging strategies. ASU 2022-01 expands and clarifies the current guidance on accounting for fair value hedge basis adjustments under the portfolio layer method for both single-layer and multiple-layer hedges. An entity should adjust the basis of the hedged item for the change in fair value that is attributable to changes in the hedged risk (i.e., interest rate risk) as of each reporting date. However, the hedged item (i.e., the hedged layer) in a portfolio layer method hedge is related to multiple assets within a closed portfolio, but it is not necessarily related to all of the assets within that portfolio. Accordingly, ASU 2022-01 clarifies that an entity would adjust the basis at the portfolio level and should not allocate it to individual assets within the portfolio. The ASU does not change an entity’s current requirement to allocate the portfolio-level basis adjustment to the individual assets within a closed portfolio upon a dedesignation of a hedging relationship. The entity must, however, 1. recognize the reversal of all basis adjustments associated with a breach in interest income and, 2. disclose the specific amount and cause of the breach. Companies are allowed to reclassify debt securities from held-to-maturity to available-for-sale upon adoption of the rules but only if they intend to apply portfolio layer method hedging to a closed portfolio that includes those debt securities. The decision of which securities to reclassify must be made within 30 days after the date of adoption, and the securities must be included in a closed portfolio that is designated in a portfolio layer method hedge within that 30-day period.

For public business entities, fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. For all other entities, fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The guidance may be early adopted if an entity has adopted ASU 2017-12 for the corresponding period.

The Company has not yet determined which transition method will be applied to the extent that such transition adjustments are applicable. The Company does not expect that the guidance will have a material effect on its consolidated statements of financial condition or income.

- 1614 -

Standard

Description

Required Date

of Implementation

Effect on Consolidated Financial Statements

Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures ASU 2022-02

ASU 2022-02 supersedes the accounting guidance for TDRs for creditors in ASC 310-40 in its entirety and requires entities to evaluate all receivable modifications under ASC 310-20-35-9 through 35-11 to determine whether a modification made to a borrower results in a new loan or a continuation of the existing loan. The ASU also amends other subtopics to remove references to TDRs for creditors. In addition to the elimination of TDR guidance, an entity that has adopted ASU 2022-02 no longer considers renewals, modifications, and extensions that result from reasonably expected TDRs in their calculation of the allowance for credit losses in accordance with ASC 326-20. Due to the removal of the TDR accounting model, all loan modifications will be accounted for under the general loan modification guidance in Subtopic 310-20. On a prospective basis, entities will be subject to new disclosure requirements covering modifications of receivables to borrowers experiencing financial difficulty. Public entities within the scope of Topic 326 vintage disclosure requirements also will be required to prospectively disclose current-period gross write-off information by vintage, or year of origination. In lieu of the TDR accounting model, creditors now will apply the general loan modification guidance in Subtopic 310-20 to all loan modifications, including modifications made for borrowers experiencing financial difficulty. Under the general loan modification guidance, a modification is treated as a new loan only if the following two conditions are met:

1. The terms of the new loan are at least as favorable to the lender as the terms for comparable loans to other customers with similar collection risks.

2. Modifications to the terms of the original loan are more than minor.

If either condition is not met, the modification is accounted for as the continuation of the old loan with any effect of the modification treated as a prospective adjustment to the loan’s effective interest rate.

Whether a modification is a new loan or the continuation of the original loan will determine whether net deferred fees or costs from the original loan are recognized in earnings (new loan) or continue to be accreted or amortized (continuation of original loan).

For entities that have adopted the amendments in ASU 2016-13, the amendments in ASU 2022-02 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For entities that have not yet adopted the amendments in ASU 2016-13, the effective dates for the amendments in ASU 2022-02 are the same as the effective dates in ASU 2016-13. The amendments in ASU 2022-02 should be applied prospectively, except as provided in the next sentence. For the transition method related to the recognition and measurement of TDRs, an entity has the option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption. Early adoption of the amendments in ASU 2022-02 is permitted if an entity has adopted the amendments in ASU 2016-13, including adoption in an interim period. If an entity elects to early adopt the amendments in ASU 2022-02 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes the interim period.

The Company is assessing the new guidance to determine what modifications to existing TDRs may be required. The new guidance is being evaluated as part of the CECL methodology and will be considered in conjunction with the preliminary output from CECL models that have been developed during this evaluative phase. The Company has formed an Implementation Committee, whose membership includes representatives of senior management, to develop plans that will encompass: (1) internal methodology changes (2) data collection and management activities, (3) internal communication requirements, and (4) estimation of the projected impact of this guidance.

- 15 -

- 17 -

Note 3: Earnings per Common Share

Following shareholder approval received on June 4, 2021, the Company converted 1,380,283 shares of its Series B Convertible Perpetual Preferred Stock ("Convertible Perpetual Preferred Stock") to an equal number of shares of its newly-created Series A Non-Voting Common Stock. The conversion, which was effective on June 28, 2021, represented 100% of the Company's Convertible Perpetual Preferred Stock outstanding at the time of the conversion and retired the Convertible Perpetual Preferred Stock in perpetuity.

The Company has voting common stock, non-voting common stock and a warrant that are all eligible to participate in dividends equal to the voting common stock dividends on a per share basis. Securities that participate in dividends, such as the Company’s non-voting common stock and warrant, are considered “participating securities”. The Company calculates net income available to voting common shareholders using the two-class method required for capital structures that include participating securities.

In applying the two-class method, basic net income per share was calculated by dividing net income (less any dividends on participating securities) by the weighted average number of shares of voting common stock and participating securities outstanding for the period. Diluted earnings per share may include the additional effect of other securities, if dilutive, in which case the dilutive effect of such securities is calculated by applying either the two-class method or the Treasury Stock method to the assumed exercise or vesting of potentially dilutive common shares. The method yielding the more dilutive result is ultimately reported for the applicable period. Potentially dilutive common stock equivalents primarily consist of employee stock options and restricted stock units. Unallocated common shares held by the ESOP are not included in the weighted average number of common shares outstanding for purposes of calculating earnings per common share until they are committed to be released to plan participants.

Anti-dilutive shares are common stock equivalents with average exercise prices in excess of the weighted average market price for the period presented. Anti-dilutive stock options, not included in the computation below, were ~~-0-~~-0- for the three and six months ended ~~March 31,~~June 30, 2022, and ~~March 31, 2021.~~-0- for the three and six months ended June 30, 2021, respectively.

The following table sets forth the calculation of basic and diluted earnings per share.

Three months ended

March 31,

(In thousands, except share and per share data)

2022

2021

Net income attributable to Pathfinder Bancorp, Inc.

$
2,950

$
2,154

Convertible preferred stock dividends

-

97

Series A Non-Voting Common Stock dividends

124

-

Warrant dividends

11

9

Undistributed earnings allocated to participating securities

600

439

Net income available to common shareholders- Voting

$
2,215

$
1,666

Net income attributable to Pathfinder Bancorp, Inc.

$
2,950

$
-

Voting Common Stock dividends

409

-

Warrant dividends

11

-

Undistributed earnings allocated to participating securities

1,857

-

Net income available to common shareholders- Series A Non-Voting

$
673

$
-

Basic weighted average common shares outstanding- Voting

4,535,967

4,442,231

Basic weighted average common shares outstanding- Series A Non-Voting

1,380,283

-

Diluted weighted average common shares outstanding- Voting

4,535,967

4,442,231

Diluted weighted average common shares outstanding- Series A Non-Voting

1,380,283

-

Basic earnings per common share- Voting

$
0.49

$
0.36

Basic earnings per common share- Series A Non-Voting

$
0.49

$
-

Diluted earnings per common share- Voting

$
0.49

$
0.36

Diluted earnings per common share- Series A Non-Voting

$
0.49

$
-


	Three months ended				Six months ended
	June 30,				June 30,
(In thousands, except share and per share data)	2022		2021		2022		2021
Net income attributable to Pathfinder Bancorp, Inc.	$	3,272	$	3,009	$	6,222	$	5,163
Convertible preferred stock dividends		0		83		0		180
Series A Non-Voting Common Stock dividends		124		14		248		14
Warrant dividends		12		9		23		17
Amount attributable to Series A Non-Voting Common Stock and participating warrants		677		653		1,277		1,093
Net income available to common shareholders-Voting	$	2,459	$	2,250	$	4,674	$	3,859

Net income attributable to Pathfinder Bancorp, Inc.	$	3,272	$	3,009	$	6,222	$	5,163
Convertible preferred stock dividends		0		0		0		180
Voting Common Stock dividends		411		314		820		626
Warrant dividends		12		8		23		17
Amount attributable to Voting Common Stock and participating warrants		2,104		2,504		3,960		4,254
Net income available to common shareholders-Series A Non-Voting	$	745	$	100	$	1,419	$	86

Basic and diluted weighted average common shares outstanding-Voting		4,549		4,464		4,543		4,453
Basic and diluted weighted average common shares outstanding-Series A Non-Voting		1,380		197		1,380		99

Basic and diluted earnings per common share-Voting	$	0.54	$	0.50	$	1.03	$	0.87
Basic and diluted earnings per common share-Series A Non-Voting	$	0.54	$	0.51	$	1.03	$	0.87

- 1816 -

Note 4: Investment Securities

The amortized cost and estimated fair value of investment securities are summarized as follows:


	March 31, 2022									June 30, 2022
			Gross		Gross			Estimated				Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized			Fair
(In thousands)	Cost		Gains		Losses			Value		Cost		Gains		Losses			Value
Available-for-Sale Portfolio
Debt investment securities:
US Treasury, agencies and GSEs	$	31,624	$	15	$	(1,617	)	$	30,022	$	36,827	$	40	$	(2,618	)	$	34,249
State and political subdivisions		43,117		887		(1,133	)		42,871		47,559		77		(3,315	)		44,321
Corporate		14,591		579		(144	)		15,026		14,604		752		(447	)		14,909
Asset backed securities		15,837		0		(300	)		15,537		17,172		0		(645	)		16,527
Residential mortgage-backed - US agency		23,087		36		(1,083	)		22,040		21,667		19		(1,278	)		20,408
Collateralized mortgage obligations - US agency		11,881		0		(766	)		11,115		10,314		0		(914	)		9,400
Collateralized mortgage obligations - Private label		62,991		20		(1,698	)		61,313		66,219		0		(3,072	)		63,147
Total		203,128		1,537		(6,741	)		197,924		214,362		888		(12,289	)		202,961
Equity investment securities:
Common stock - financial services industry		206		0		0			206		206		0		0			206
Total		206		0		0			206		206		0		0			206
Total available-for-sale	$	203,334	$	1,537	$	(6,741	)	$	198,130	$	214,568	$	888	$	(12,289	)	$	203,167

Held-to-Maturity Portfolio
Debt investment securities:
US Treasury, agencies and GSEs	$	0	$	0	$	0		$	0	$	3,872	$	0	$	(87	)	$	3,785
State and political subdivisions		14,735		25		(928	)		13,832		15,240		1		(1,720	)		13,521
Corporate		47,304		291		(524	)		47,071		48,048		38		(1,159	)		46,927
Asset backed securities		13,759		0		(359	)		13,400		15,257		21		(620	)		14,658
Residential mortgage-backed - US agency		9,514		77		(227	)		9,364		7,764		17		(417	)		7,364
Collateralized mortgage obligations - US agency		14,093		57		(255	)		13,895		15,775		5		(648	)		15,132
Collateralized mortgage obligations - Private label		68,592		0		(1,363	)		67,229		75,576		7		(2,412	)		73,171
Total held-to-maturity	$	167,997	$	450	$	(3,656	)	$	164,791	$	181,532	$	89	$	(7,063	)	$	174,558

- 1917 -


	December 31, 2021
			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
(In thousands)	Cost		Gains		Losses			Value
Available-for-Sale Portfolio
Debt investment securities:
US Treasury, agencies and GSEs	$	32,669	$	17	$	(413	)	$	32,273
State and political subdivisions		37,860		1,383		(44	)		39,199
Corporate		13,603		562		(38	)		14,127
Asset backed securities		13,693		9		(89	)		13,613
Residential mortgage-backed - US agency		22,482		148		(466	)		22,164
Collateralized mortgage obligations - US agency		12,658		30		(403	)		12,285
Collateralized mortgage obligations - Private label		56,848		285		(402	)		56,731
Total		189,813		2,434		(1,855	)		190,392
Equity investment securities:
Common stock - financial services industry		206		0		0			206
Total		206		0		0			206
Total available-for-sale	$	190,019	$	2,434	$	(1,855	)	$	190,598

Held-to-Maturity Portfolio
Debt investment securities:
US Treasury, agencies and GSEs	$	0	$	0	$	0		$	0
State and political subdivisions		14,790		416		(140	)		15,066
Corporate		46,290		1,252		(102	)		47,440
Asset backed securities		14,636		67		(188	)		14,515
Residential mortgage-backed - US agency		9,740		277		(18	)		9,999
Collateralized mortgage obligations - US agency		11,362		367		(9	)		11,720
Collateralized mortgage obligations - Private label		64,105		222		(262	)		64,065
Total held-to-maturity	$	160,923	$	2,601	$	(719	)	$	162,805

The amortized cost and estimated fair value of debt investments at ~~March 31,~~June 30, 2022 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties.


	Available-for-Sale				Held-to-Maturity				Available-for-Sale				Held-to-Maturity
	Amortized		Estimated		Amortized		Estimated		Amortized		Estimated		Amortized		Estimated
(In thousands)	Cost		Fair Value		Cost		Fair Value		Cost		Fair Value		Cost		Fair Value
Due in one year or less	$	5,883	$	6,437	$	2,821	$	2,839	$	4,576	$	5,309	$	2,825	$	2,826
Due after one year through five years		6,153		6,117		9,843		9,932		9,068		8,811		11,012		10,842
Due after five years through ten years		33,839		32,156		43,247		42,736		37,654		34,856		43,401		42,090
Due after ten years		59,294		58,746		19,887		18,796		64,864		61,030		25,179		23,133
Sub-total		105,169		103,456		75,798		74,303		116,162		110,006		82,417		78,891
Residential mortgage-backed - US agency		23,087		22,040		9,514		9,364		21,667		20,408		7,764		7,364
Collateralized mortgage obligations - US agency		11,881		11,115		14,093		13,895		10,314		9,400		15,775		15,132
Collateralized mortgage obligations - Private label		62,991		61,313		68,592		67,229		66,219		63,147		75,576		73,171
Totals	$	203,128	$	197,924	$	167,997	$	164,791	$	214,362	$	202,961	$	181,532	$	174,558

- 2018 -

The Company’s investment securities’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:


	March 31, 2022																					June 30, 2022
	Less than Twelve Months							Twelve Months or More							Total							Less than Twelve Months							Twelve Months or More							Total
	Number of							Number of							Number of							Number of							Number of							Number of
	Individual		Unrealized			Fair		Individual		Unrealized			Fair		Individual		Unrealized			Fair		Individual		Unrealized			Fair		Individual		Unrealized			Fair		Individual		Unrealized			Fair
(Dollars in thousands)	Securities		Losses			Value		Securities		Losses			Value		Securities		Losses			Value		Securities		Losses			Value		Securities		Losses			Value		Securities		Losses			Value
Available-for-Sale Portfolio
US Treasury, agencies and GSE's		3	$	(1,617	)	$	29,017		0	$	0		$	0		3	$	(1,617	)	$	29,017		1	$	(36	)	$	2,959		3	$	(2,582	)	$	27,626		4	$	(2,618	)	$	30,585
State and political subdivisions		15		(983	)		18,445		1		(150	)		2,155		16		(1,133	)		20,600		30		(3,126	)		39,848		1		(189	)		2,021		31		(3,315	)		41,869
Corporate		4		(49	)		3,212		1		(95	)		660		5		(144	)		3,872		9		(308	)		8,169		1		(139	)		616		10		(447	)		8,785
Asset backed securities		9		(300	)		15,380		0		0			0		9		(300	)		15,380		10		(499	)		13,671		1		(146	)		2,857		11		(645	)		16,528
Residential mortgage-backed - US agency		12		(1,083	)		19,407		0		0			0		12		(1,083	)		19,407		14		(767	)		10,846		2		(511	)		8,363		16		(1,278	)		19,209
Collateralized mortgage obligations - US agency		11		(255	)		6,323		3		(511	)		4,455		14		(766	)		10,778		10		(325	)		5,106		3		(589	)		4,294		13		(914	)		9,400
Collateralized mortgage obligations - Private label		26		(1,682	)		51,149		2		(16	)		1,533		28		(1,698	)		52,682		33		(2,895	)		57,719		3		(177	)		3,779		36		(3,072	)		61,498
Totals		80	$	(5,969	)	$	142,933		7	$	(772	)	$	8,803		87	$	(6,741	)	$	151,736		107	$	(7,956	)	$	138,318		14	$	(4,333	)	$	49,556		121	$	(12,289	)	$	187,874
Held-to-Maturity Portfolio
US Treasury, agencies and GSE's																							2	$	(87	)	$	3,784		0	$	-		$	-		2	$	(87	)	$	3,784
State and political subdivisions		9	$	(421	)	$	7,898		2	$	(507	)	$	3,590		11	$	(928	)	$	11,488		11		(650	)		8,803		3		(1,070	)		4,198		14		(1,720	)		13,001
Corporate		20		(481	)		18,325		1		(43	)		707		21		(524	)		19,032		32		(1,133	)		30,843		1		(26	)		724		33		(1,159	)		31,567
Asset backed securities		6		(347	)		7,201		1		(12	)		1,403		7		(359	)		8,604		5		(502	)		7,727		1		(118	)		921		6		(620	)		8,648
Residential mortgage-backed - US agency		6		(227	)		5,744		0		0			0		6		(227	)		5,744		9		(417	)		5,658		0		-			-		9		(417	)		5,658
Collateralized mortgage obligations - US agency		5		(244	)		8,393		1		(11	)		1,029		6		(255	)		9,422		9		(632	)		12,794		1		(16	)		963		10		(648	)		13,757
Collateralized mortgage obligations - Private label		26		(1,110	)		41,634		2		(253	)		3,494		28		(1,363	)		45,128		30		(2,078	)		46,003		2		(334	)		3,285		32		(2,412	)		49,288
Totals		72	$	(2,830	)	$	89,195		7	$	(826	)	$	10,223		79	$	(3,656	)	$	99,418		98	$	(5,499	)	$	115,612		8	$	(1,564	)	$	10,091		106	$	(7,063	)	$	125,703


	December 31, 2021
	Less than Twelve Months							Twelve Months or More							Total
	Number of							Number of							Number of
	Individual		Unrealized			Fair		Individual		Unrealized			Fair		Individual		Unrealized			Fair
(Dollars in thousands)	Securities		Losses			Value		Securities		Losses			Value		Securities		Losses			Value
Available-for-Sale Portfolio
US Treasury, agencies and GSE's		3	$	(413	)	$	31,195		0	$	0		$	0		3	$	(413	)	$	31,195
State and political subdivisions		3		(44	)		4,847		0		0			0		3		(44	)		4,847
Corporate		2		(5	)		1,162		1		(33	)		722		3		(38	)		1,884
Asset backed securities		5		(89	)		11,206		0		0			0		5		(89	)		11,206
Residential mortgage-backed - US agency		3		(466	)		13,090		0		0			0		3		(466	)		13,090
Collateralized mortgage obligations - US agency		3		(126	)		6,504		2		(277	)		2,204		5		(403	)		8,708
Collateralized mortgage obligations - Private label		18		(388	)		38,816		2		(14	)		1,539		20		(402	)		40,355
Totals		37	$	(1,531	)	$	106,820		5	$	(324	)	$	4,465		42	$	(1,855	)	$	111,285
Held-to-Maturity Portfolio
State and political subdivisions		4	$	(28	)	$	2,013		2	$	(112	)	$	3,988		6	$	(140	)	$	6,001
Corporate		9		(102	)		7,636		0		0			0		9		(102	)		7,636
Asset backed securities		2		(130	)		2,974		2		(58	)		1,610		4		(188	)		4,584
Residential mortgage-backed - US agency		1		(18	)		1,941		0		0			0		1		(18	)		1,941
Collateralized mortgage obligations - US agency		0		0			0		1		(9	)		1,109		1		(9	)		1,109
Collateralized mortgage obligations - Private label		6		(163	)		13,070		3		(99	)		3,820		9		(262	)		16,890
Totals		22	$	(441	)	$	27,634		8	$	(278	)	$	10,527		30	$	(719	)	$	38,161

December 31, 2021

Less than Twelve Months

Twelve Months or More

Total

Number of

Number of

Number of

Individual

Unrealized

Fair

Individual

Unrealized

Fair

Individual

Unrealized

Fair

(Dollars in thousands)

Securities

Losses

Value

Securities

Losses

Value

Securities

Losses

Value

Available-for-Sale Portfolio

US Treasury, agencies and GSE's

3

$
(413
)

$
31,195

0

$
0

$
0

3

$
(413
)

$
31,195

State and political subdivisions

3

(44
)

4,847

0

0

0

3

(44
)

4,847

Corporate

2

(5
)

1,162

1

(33
)

722

3

(38
)

1,884

Asset backed securities

5

(89
)

11,206

0

0

0

5

(89
)

11,206

Residential mortgage-backed - US agency

3

(466
)

13,090

0

0

0

3

(466
)

13,090

Collateralized mortgage obligations - US agency

3

(126
)

6,504

2

(277
)

2,204

5

(403
)

8,708

Collateralized mortgage obligations - Private label

18

(388
)

38,816

2

(14
)

1,539

20

(402
)

40,355

Totals

37

$
(1,531
)

$
106,820

5

$
(324
)

$
4,465

42

$
(1,855
)

$
111,285

Held-to-Maturity Portfolio

State and political subdivisions

4

$
(28
)

$
2,013

2

$
(112
)

$
3,988

6

$
(140
)

$
6,001

Corporate

9

(102
)

7,636

0

0

0

9

(102
)

7,636

Asset backed securities

2

(130
)

2,974

2

(58
)

1,610

4

(188
)

4,584

Residential mortgage-backed - US agency

1

(18
)

1,941

0

0

0

1

(18
)

1,941

Collateralized mortgage obligations - US agency

0

0

0

1

(9
)

1,109

1

(9
)

1,109

Collateralized mortgage obligations - Private label

6

(163
)

13,070

3

(99
)

3,820

9

(262
)

16,890

Totals

22

$
(441
)

$
27,634

8

$
(278
)

$
10,527

30

$
(719
)

$
38,161

Excluding the effects of changes in the characteristics of individual debt securities that potentially give rise to other-than-temporary impairment (“OTTI”), as described below, the fair market value of a debt security as of a particular measurement date is highly dependent upon prevailing market and economic environmental factors at the measurement date relative to the prevailing market and economic environmental factors present at the time the debt security was acquired. The most significant market and environmental factors include, but are not limited to (1) the general level of interest rates, (2) the relationship between shorter-term interest rates and longer-term interest rates (referred to as the “slope” of the interest rate

- 19 -

yield curve), (3) general bond market liquidity, (4) the recent and expected near-term volume of new issuances of similar debt securities, and (5) changes in the market values of individual loan collateral underlying mortgage-backed an asset-backed debt securities. Changes in interest rates affect the fair market values of debt securities by influencing the discount rate applied to the securities’ future expected cash flows. The higher the discount rate, the lower the resultant security ~~price.~~fair value at the measurement date. Conversely, the lower the discount rate, the higher the resultant security ~~price.~~fair value at the measurement date. In addition, the cumulative amount and timing of undiscounted cash flows of debt securities may also be ~~also~~ affected by changes in interest rates. For any given level of movement in the general market and economic environmental factors described above, the magnitude of any particular debt security’s price changes will also depend heavily upon security-specific factors such as (1) the

- 21 -

duration of the security, (2) imbedded optionality contractually granted to the issuer of the security with respect to principal prepayments, and (3) changes in the level of market premiums demanded by investors for securities with imbedded credit risk (where applicable).

The available-for-sale investment securities portfolio, with an aggregate amortized historical cost of $189.8 million, had an aggregate fair value that exceeded its aggregate amortized historical cost by $579,000, or 0.31%, at December 31, 2021. The available-for-sale investment securities portfolio, with an aggregate amortized historical cost of $214.4 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $11.4 million, or 5.32%, at June 30, 2022. The resultant $12.0 million total decline in the fair value of the available-for-sale investment portfolio's aggregate fair value relative to its aggregate amortized historical cost, in the six months ended June 30, 2022, was primarily due to the significant increase in general interest rates that occurred in that period and did not represent any other-than-temporary impairment within the portfolio at June 30, 2022.

The Company conducts a formal review of investment securities on a quarterly basis for the presence of OTTI. The Company assesses whether OTTI is present when the fair value of a debt security is less than its amortized cost basis at the statement of condition date. Under these circumstances, OTTI is considered to have occurred (1) if we intend to sell the security; (2) if it is “more likely than not” we will be required to sell the security before recovery of its amortized cost basis; or (3) the present value of expected cash flows is not anticipated to be sufficient to recover the entire amortized cost basis. The guidance requires that credit-related OTTI is recognized in earnings while non-credit-related OTTI on securities not expected to be sold is recognized in other comprehensive income (“OCI”). Non-credit-related OTTI is based on other factors, including illiquidity and changes in the general interest rate environment. Presentation of OTTI is made in the consolidated statement of income on a gross basis, including both the portion recognized in earnings as well as the portion recorded in OCI. The gross OTTI would then be offset by the amount of non-credit-related OTTI, showing the net as the impact on earnings.

Management does not believe any individual unrealized loss in investment securities within the portfolio as of ~~March 31,~~June 30, 2022 represents OTTI. There were a total of 714 securities classified as available-for-sale (aggregate amortized historical cost of ~~$9.6~~$53.9 million, unrealized aggregate loss of ~~$772,000,~~$4.3 million, or ~~-8.1%~~-8.0%) and 78 securities classified as held-to-maturity (aggregate amortized historical cost of ~~$11.0~~$11.7 million, unrealized aggregate loss of ~~$826,000,~~$1.6 million, or ~~-7.5%~~-13.4%) that were in an unrealized loss position for 12 months or longer at June 30, 2022. In total, therefore, at June 30, 2022 there were 22 securities with an aggregate book value of $65.5 million and an aggregate fair value of $59.6 million, representing a loss of $5.9 million, or -9.0%, that were in an unrealized loss position for 12 months or ~~longer at March 31, 2022.~~ more on that date.

Each security which has been in an unrealized loss position for 12 months or more has been analyzed and is not considered to be impaired. These securities have unrealized losses primarily due to ~~fluctuations~~increases in general interest rates (therefore increasing the discount rate used to determine the security's fair value on the measurement date) or changes in expected prepayments. In ~~substantially~~ all cases, price improvement in future ~~months is expected~~periods will be substantially realized as the issuances approach maturity. Of the total of 1422 securities in an unrealized loss position for 12 months or more at ~~March 31,~~June 30, 2022, 410 securities, with aggregate amortized cost balances of ~~$6.0~~$47.9 million and representing ~~29.1%~~73.8% of the ~~unamortized~~aggregate amortized cost of ~~the total~~all securities in an unrealized loss position for 12 months or more, are issued by the United States ~~agencies~~government or GSEs. The ultimate collection of contractual principal and ~~consist of a collateralized mortgage obligation. These positions in US government agency are deemed to have~~interest is assured for these securities and therefore no existing or potential credit impairment ~~thus, the disclosed unrealized losses relate primarily to increases in general interest rates.~~exists.

In addition to these ~~four~~nine securities, the Company held the following ~~ten~~13 non-government-issued/backed securities that were in an unrealized loss position for 12 or more months at ~~March 31,~~June 30, 2022:

- 20 -

•~~NaN~~ ~~corporate~~•

NaN municipal bond, categorized as available for sale, with an amortized historical cost of $755,000 (unrealized loss of $95,000, or -12.51%). This security maintains a credit rating established by one or more NRSRO above the minimum level required to be considered as investment grade and therefore, no credit-related OTTI is deemed to be present.

•~~NaN~~ corporate bond, categorized as held-to-maturity, with an amortized historical cost of $750,000 (unrealized loss of $43,000, or -5.68%). This security retains a credit rating by one or more NRSRO that is above investment grade and is considered to be stable in terms of future outlook. ~~Therefore, no credit-related OTTI is deemed to be present.~~

•~~NaN~~ privately-issued mortgage-backed securities, categorized as available-for-sale, and collateralized by various forms of commercial mortgages, with an aggregate amortized historical cost of $1.5 million (unrealized aggregate loss of $16,000, or -0.967%). These securities were not rated at the time of their issuances by any NRSRO but each remains significantly collateralized through subordination and other credit enhancements. Therefore, no credit-related OTTI is deemed to be present.

- 22 -

•~~NaN~~ securities, categorized as issued by unrelated state and/or political subdivisions (generally referred to as “municipal’ securities), categorized as held-to-maturity, with an aggregate amortized historical cost of $4.1 million (unrealized loss of $507,000, or -12.37%). These securities each maintain a credit rating established by one or more NRSRO above the minimum level required to be considered as investment grade and therefore, no credit-related OTTI is deemed to be present.

•~~NaN~~ security, categorized as issued by unrelated state and/or political subdivisions (generally referred to as “municipal’ securities), categorized as available-for-sale, with an aggregate amortized historical cost of $2.3 million (unrealized loss of $150,000 or -6.53%). This security maintains a credit rating established by one or more NRSRO above the minimum level required to be considered as investment grade and therefore, no credit-related OTTI is deemed to be present.

•~~NaN~~ privately-issued asset-backed security, collateralized by private-issue student loans and categorized as held-to-maturity, with an amortized historical cost of $1.4 million and a market value of $1.4 million (unrealized loss of $12,000 or -0.83%). This security was unrated at issuance but remains sufficiently collateralized through subordination. Therefore, no credit-related OTTI is deemed to be present.

•~~NaN~~ privately-issued collateralized mortgage obligation securities, collateralized by commercial mortgage loans and categorized as held-to-maturity, with an aggregate amortized historical cost of $3.7 million and an aggregate market value of $3.5 million (unrealized aggregate loss of $253,000, or -6.76%). These securities each maintains a credit rating established by one or more NRSRO above the minimum level required to be considered as investment grade and therefore, no credit-related OTTI is deemed to be present.

~~All other securities with market values less than their~~ amortized historical ~~costs for twelve~~cost of $2.2 million (unrealized loss of $189,000, or -8.57%). This security maintains a credit rating established by one or more ~~months are~~NRSRO above the minimum level required to be considered as investment grade and therefore, no credit-related OTTI is deemed to be present.

•

NaN corporate bond, categorized as available for sale, with an amortized historical cost of $754,000 (unrealized loss of $139,000, or -18.44%). This security maintains a credit rating established by one or more NRSRO above the minimum level required to be considered as investment grade and therefore, no credit-related OTTI is deemed to be present.

•

One privately-issued asset-backed security, categorized as available-for-sale, and collateralized, to a substantial degree, by government guaranteed student loans, with an aggregate amortized historical cost of $3.0 million (unrealized aggregate loss of $146,000, or -4.88%). This security maintains a credit rating established by one or more NRSRO above the minimum level required to be considered as investment grade and therefore, no credit-related OTTI is deemed to be present.

•

NaN privately-issued mortgage-backed securities, categorized as available-for-sale, and collateralized by various forms of residential and commercial mortgages, with an aggregate amortized historical cost of $4.0 million (unrealized aggregate loss of $177,000, or -4.50%). These securities were not rated at the time of their issuances by any NRSRO but each remains significantly collateralized through subordination and other credit enhancements. Therefore, no credit-related OTTI is deemed to be present.

•

NaN securities, categorized as issued by ~~United States agencies~~ unrelated state and/or ~~government sponsored enterprises~~political subdivisions (generally referred to as “municipal’ securities), categorized as held-to-maturity, with an aggregate amortized historical cost of $5.3 million (unrealized loss of $1.1 million, or -20.31%). These securities each maintain a credit rating established by one or more NRSRO above the minimum level required to be considered as investment grade and ~~consist~~therefore, no credit-related OTTI is deemed to be present.

•

NaN corporate bond, categorized as held-to-maturity, with an amortized historical cost of $750,000 (unrealized loss of $26,000, or -3.47%). This security is issued by a well-capitalized financial institution and was unrated at issuance. Management monitors the financial position of the institution and believes that the ultimate collection of all contractually-due principal and interest is assured. Therefore, no credit-related OTTI is deemed to be present.

•

NaN privately-issued asset-backed security, categorized as available-for-sale, with an amortized historical cost of $1.0 million (unrealized loss of $118,000, or -11.39%). This security is backed by real estate lease contracts and maintains a credit rating established by one or more NRSRO above the minimum level required to be considered as investment grade and therefore, no credit-related OTTI is deemed to be present.

•

NaN privately-issued mortgage-backed securities, categorized as held-to-maturity, and collateralized ~~mortgage obligations~~by various forms of commercial loans, with an aggregate amortized historical cost of $3.6 million (unrealized aggregate loss of $334,000, or -9.22%). These securities each maintain a credit rating established by one or more NRSRO above the minimum level required to be considered as investment grade and ~~direct agency financings. These positions in US government agency and government-sponsored enterprises are~~therefore, no credit-related OTTI is deemed to ~~have no credit impairment, thus, the disclosed unrealized losses relate directly to changes in interest rates subsequent to the acquisition of the individual securities.~~ be present.

The Company does not intend to sell these securities, nor is it more likely than not that the Company will be required to sell these securities prior to the recovery of the amortized cost.

Gross realized gains (losses) on sales and redemptions of securities for the indicated periods are detailed below:


	For the three months						For the three months				For the six months
	ended March 31,						ended June 30,				ended June 30,
(In thousands)	2022			2021			2022		2021		2022			2021
Realized gains on investments	$	0		$	7		$	36	$	51	$	36		$	58
Realized losses on investments		(6	)		(7	)		0		0		(6	)		(7	)
	$	(6	)	$	0		$	36	$	51	$	30		$	51

- 21 -

As of ~~March 31,~~June 30, 2022 and December 31, 2021, securities with a fair value of ~~$154.0~~$83.9 million and ~~$103.2~~$103.2 million, respectively, were pledged to collateralize certain municipal deposit relationships. As of the same dates, securities with a fair value of ~~$8.9~~$7.0 million and ~~$9.4~~$9.4 million, respectively, were pledged against certain borrowing arrangements.

Management has reviewed its loan and mortgage-backed securities portfolios and determined that, to the best of its knowledge, only minimal exposure exists to sub-prime or other high-risk residential mortgages. With limited exceptions in the Company’s investment portfolio involving the most senior tranches of securitized bonds, the Company is not in the practice of investing in, or originating, these types of investments or loans.

- 23 -

Note 5: Pension and Postretirement Benefits

The Company has a noncontributory defined benefit pension plan covering most employees. The plan provides defined benefits based on years of service and final average salary. On May 14, 2012, the Company informed its employees of its decision to freeze participation and benefit accruals under the plan, primarily to reduce some of the volatility in earnings that can accompany the maintenance of a defined benefit plan. The plan was frozen on June 30, 2012. Compensation earned by employees up to June 30, 2012 is used for purposes of calculating benefits under the plan but there are no future benefit accruals after this date. Participants as of June 30, 2012 will continue to earn vesting credit with respect to their frozen accrued benefits as they continue to work. In addition, the Company provides certain health and life insurance benefits for a limited number of eligible retired employees. The healthcare plan is contributory with participants’ contributions adjusted annually; the life insurance plan is noncontributory. Employees with less than 14 years of service as of January 1, 1995, are not eligible for the health and life insurance retirement benefits.

The composition of net periodic pension plan and postretirement plan costs for the indicated periods is as follows:


	Pension Benefits						Postretirement Benefits						Pension Benefits						Postretirement Benefits						Pension Benefits						Postretirement Benefits
	For the three months ended March 31,												For the three months ended June 30,												For the six months ended June 30,
(In thousands)	2022			2021			2022			2021			2022			2021			2022			2021			2022			2021			2022			2021
Service cost	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Interest cost		116			110			3			3			116			111			2			2			232			221			5			6
Expected return on plan assets		(267	)		(286	)		-			-			(267	)		(287	)		-			-			(534	)		(573	)		-			-
Amortization of prior service credits		-			-			(1	)		(1	)		-			-			(1	)		(1	)		-			-			(2	)		(2	)
Amortization of net losses		-			25			1			2			-			25			2			2			-			50			4			4
Net periodic benefit plan (benefit) cost	$	(151	)	$	(151	)	$	3		$	4		$	(151	)	$	(151	)	$	3		$	3		$	(302	)	$	(302	)	$	7		$	8

The Company will evaluate the need for further contributions to the defined benefit pension plan during 2022. The prepaid pension asset is recorded in other assets on the consolidated statements of condition as of ~~March 31,~~June 30, 2022 and December 31, 2021.

- 2422 -

Note 6: Loans

Major classifications of loans at the indicated dates are as follows:


	March 31,			December 31,			June 30,			December 31,
(In thousands)	2022			2021			2022			2021
Residential mortgage loans:
1-4 family first-lien residential mortgages	$	232,809		$	240,434		$	240,997		$	240,434
Construction		21,594			6,329			16,241			6,329
Loans held-for-sale		679			513			0			513
Total residential mortgage loans		255,082			247,276			257,238			247,276

Commercial loans:
Real estate		303,250			288,450			320,439			288,450
Lines of credit		75,370			61,884			76,610			61,884
Other commercial and industrial		69,695			69,135			70,205			69,135
Paycheck Protection Program loans		13,292			19,338			4,877			19,338
Tax exempt loans		5,550			5,811			5,390			5,811
Total commercial loans		467,157			444,618			477,521			444,618

Consumer loans:
Home equity and junior liens		30,781			31,737			33,267			31,737
Other consumer		103,825			110,108			99,326			110,108
Total consumer loans		134,606			141,845			132,593			141,845

Total loans		856,845			833,739			867,352			833,739
Net deferred loan fees		(1,244	)		(1,280	)		(1,063	)		(1,280	)
Less allowance for loan losses		13,017			12,935			13,078			12,935
Loans receivable, net	$	842,584		$	819,524		$	853,211		$	819,524

Although the Bank may sometimes purchase or fund loan participation interests outside of its primary market areas, the Bank generally originates residential mortgage, commercial, and consumer loans largely to customers throughout Oswego and Onondaga counties. Although the Bank has a diversified loan portfolio, a substantial portion of its borrowers’ abilities to honor their loan contracts is dependent upon the counties’ employment and economic conditions.

~~The~~

- 23 -

From time to time, the Bank acquires diversified pools of loans, originated by unrelated third parties, as part of the Company’s overall balance sheet management strategies. These acquisitions ~~occurred in eleven~~took place with nine separate transactions ~~commencing~~that occurred between 2017 and 2019 with an additional six transactions occurring in ~~2019~~2021. The following tables detail the purchased loan pool positions held by the Bank at June 30, 2022 and ~~four new pools were added during 2021.~~December 31, 2021 (the month/year of the earliest acquisition date is depicted in parentheses):


(In thousands, except number of loans)	June 30, 2022
	Original Balance		Current Balance		Unamortized Premium/ (Discount)			Number of Loans		Maturity Range	Cumulative net charge-offs
Automobile loans (1/2017)	$	50,400	$	6,100	$	198			684	0-5 years	$	239
Commercial and industrial loans (6/2019)		6,800		3,700		-			26	3-7 years		-
Home equity lines of credit (8/2019)		21,900		7,100		215			163	1-27 years		-
Unsecured consumer loan pool 2 (11/2019)		26,600		3,200		19			1,073	0-3 years		-
Residential real estate loans (12/2019)		4,300		4,000		248			50	16-23 years		-
Unsecured consumer loan pool 1 (12/2019)		5,400		2,400		-			59	2-4 years		-
Unsecured consumer installment loans pool 3 (12/2019)		10,300		1,400		53			787	0-6 years		46
Secured consumer installment loans pool 4 (12/2020)		14,500		11,900		(1,624	)		539	23-24 years		-
Unsecured consumer loans pool 5 (1/2021)		24,400		18,100		(530	)		707	8-23 years		-
Commercial Line of Credit 1 (3/2021)		11,600		10,700		20			1	0-1 year		-
Secured consumer installment loans (11/2021)		21,300		20,500		(3,403	)		872	18-25 years		-
Commercial Line of Credit 2 (11/2021)		10,500		9,300		29			1	0-1 year		-
Unsecured consumer loans pool 6 (11/2021)		22,200		21,200		(2,606	)		559	9-24 years		-
Total	$	230,200	$	119,600	$	(7,381	)		5,521		$	285

(In thousands, except number of loans)	December 31, 2021
	Original Balance		Current Balance		Unamortized Premium/ (Discount)			Number of Loans		Maturity Range	Cumulative net charge-offs
Automobile loans (1/2017)	$	50,400	$	8,800	$	301			855	0-5 years	$	239
Commercial and industrial loans (6/2019)		6,800		3,900		-			33	4-8 years		-
Home equity lines of credit (8/2019)		21,900		8,400		243			187	2-28 years		-
Unsecured consumer loan pool 2 (11/2019)		26,600		6,300		30			1,438	1-3 years		-
Residential real estate loans (12/2019)		4,300		4,100		257			51	17-23 years		-
Unsecured consumer loan pool 1 (12/2019)		5,400		2,600		-			66	3-5 years		-
Unsecured consumer installment loans pool 3 (12/2019)		10,300		2,200		74			1,356	0-6 years		30
Secured consumer installment loans pool 4 (12/2020)		14,500		12,600		(1,776	)		563	23-24 years		-
Unsecured consumer loans pool 5 (1/2021)		24,400		19,700		(583	)		756	8-23 years		-
Commercial Line of Credit 1 (3/2021)		11,600		7,100		26			1	0-1 year		-
Secured consumer installment loans (11/2021)		21,300		21,400		(3,642	)		900	19-25 years		-
Commercial Line of Credit 2 (11/2021)		10,500		9,300		35			1	0-1 year		-
Unsecured consumer loans pool 6 (11/2021)		22,200		22,100		(2,785	)		564	9-24 years		-
Total	$	230,200	$	128,500	$	(7,820	)		6,771		$	269

- 25 -

(In thousands, except number of loans)

March 31, 2022

Original Balance

Current Balance

Unamortized Premium/ (Discount)

Number of Loans

Maturity Range

Cumulative net charge-offs

Residential real estate loans

4,300

4,100

253

50

19-24 years

-

Secured consumer installment loans

21,300

20,900

(3,492
)

880

19-26 years

-

Commercial and industrial loans

6,800

3,700

33

0-5 years

-

Commercial Line of Credit 1

11,600

12,300

23

1

0-1 year

-

Commercial Line of Credit 2

10,500

9,300

32

1

0-1 year

-

Home equity lines of credit

21,900

7,500

229

173

2-28 years

-

Automobile loans

50,400

7,300

242

758

0-5 years

239

Unsecured consumer loan pool 1

5,400

2,400

65

0-5 years

-

Unsecured consumer loan pool 2

26,600

4,500

24

1,239

0-3 years

1,551

Unsecured consumer installment loans pool 3

10,300

1,800

63

977

0-6 years

31

Secured consumer installment loans pool 4

14,500

12,300

(1,699
)

553

Over 15 years

-

Unsecured consumer loans pool 5

24,400

19,100

(554
)

733

Over 15 years

-

Unsecured consumer loans pool 6

22,200

21,600

(2,694
)

560

Over 15 years

-

Total

230,200

126,800

(7,573
)

6,023

1,821

(In thousands, except number of loans)

December 31, 2021

Original Balance

Current Balance

Unamortized Premium/ (Discount)

Number of Loans

Maturity Range

Cumulative net charge-offs

Residential real estate loans

4,300

4,100

257

51

17-23 years

-

Secured consumer installment loans

21,300

21,400

(3,642
)

900

19-25 years

-

Commercial and industrial loans

6,800

3,900

33

4-8 years

-

Commercial Line of Credit 1

11,600

7,100

26

1

0-1 year

-

Commercial Line of Credit 2

10,500

9,300

35

1

0-1 year

-

Home equity lines of credit

21,900

8,400

243

187

2-28 years

-

Automobile loans

50,400

8,800

301

855

0-5 years

239

Unsecured consumer loan pool 1

5,400

2,600

66

3-5 years

-

Unsecured consumer loan pool 2

26,600

6,300

30

1,438

1-3 years

42

Unsecured consumer installment loans pool 3

10,300

2,200

74

1,356

0-6 years

296

Secured consumer installment loans pool 4

14,500

12,600

(1,776
)

563

Over 15 years

-

Unsecured consumer loans pool 5

24,400

19,700

(583
)

756

Over 15 years

-

Unsecured consumer loans pool 6

22,200

22,100

(2,785
)

564

Over 15 years

-

Total

230,200

128,500

(7,820
)

6,771

577

As of ~~March 31,~~June 30, 2022 and December 31, 2021, residential mortgage loans with a carrying value of ~~$123.0~~$117.2 million and ~~$123.2~~$123.2 million, respectively, have been pledged by the Company to the Federal Home Loan Bank of New York (“FHLBNY”) under a blanket collateral agreement to secure the Company’s line of credit and term borrowings.

Loan Origination / Risk Management

The Company’s lending policies and procedures are presented in Note 5 to the audited consolidated financial statements included in the 2021 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 25, 2022 and have not changed. As part of the execution of the Company’s overall balance sheet management strategies, the Bank will acquire participating interests in loans originated by unrelated third parties on an occasional basis. The purchase of participations in loans that are originated by third parties only occurs after the completion of thorough pre-acquisition due diligence. Loans in which the Company acquires a participating interest are determined to meet, in all material respects, the Company’s internal underwriting policies, including credit and collateral suitability thresholds, prior to acquisition. In addition, the financial condition of the originating financial institutions, which are generally retained as the ongoing loan servicing provider for participations acquired by the Bank, are analyzed prior to the acquisition of the participating interests and monitored on a regular basis thereafter for the life of those interests.

- 24 -

To develop and document a systematic methodology for determining the allowance for loan losses, the Company has divided the loan portfolio into 3 portfolio segments, each with different risk characteristics but with similar methodologies for assessing risk. Each portfolio segment is broken down into loan classes where

- 26 -

appropriate. Loan classes contain unique measurement attributes, risk characteristics, and methods for monitoring and assessing risk that are necessary to develop the allowance for loan losses. Unique characteristics such as borrower type, loan type, collateral type, and risk characteristics define each class.

The following table illustrates the portfolio segments and classes for the Company’s loan portfolio:


Portfolio Segment	Class

Residential Mortgage Loans	1-4 family first-lien residential mortgages
	Construction

Commercial Loans	Real estate
	Lines of credit
	Other commercial and industrial
	Tax exempt loans

Consumer Loans	Home equity and junior liens
	Other consumer

- 2725 -

The following tables present the classes of the loan portfolio, not including net deferred loan costs, summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company's internal risk rating system as of the dates indicated:


	As of March 31, 2022										As of June 30, 2022
			Special										Special
(In thousands)	Pass		Mention		Substandard		Doubtful		Total		Pass		Mention		Substandard		Doubtful		Total
Residential mortgage loans:
1-4 family first-lien residential mortgages	$	231,039	$	510	$	599	$	661	$	232,809	$	238,956	$	406	$	971	$	664	$	240,997
Construction		21,594		0		0		0		21,594		16,241		0		0		0		16,241
Loans held-for-sale		679		0		0		0		679
Total residential mortgage loans		253,312		510		599		661		255,082		255,197		406		971		664		257,238
Commercial loans:
Real estate		282,336		9,768		10,569		577		303,250		299,460		9,646		10,828		505		320,439
Lines of credit		67,908		4,078		3,337		48		75,370		69,076		4,244		3,246		44		76,610
Other commercial and industrial		58,521		3,457		7,534		183		69,695		58,315		4,364		7,379		147		70,205
Paycheck Protection Program loans		13,292		0		0		0		13,292		4,877		0		0		0		4,877
Tax exempt loans		5,550		0		0		0		5,550		5,390		0		0		0		5,390
Total commercial loans		427,607		17,302		21,440		808		467,157		437,118		18,254		21,453		696		477,521
Consumer loans:
Home equity and junior liens		29,776		145		634		225		30,781		32,241		172		630		224		33,267
Other consumer		103,755		18		52		0		103,825		99,297		14		15		0		99,326
Total consumer loans		133,532		163		686		225		134,606		131,538		186		645		224		132,593
Total loans	$	814,451	$	17,975	$	22,724	$	1,694	$	856,845	$	823,853	$	18,846	$	23,069	$	1,584	$	867,352

	As of December 31, 2021										As of December 31, 2021
			Special										Special
(In thousands)	Pass		Mention		Substandard		Doubtful		Total		Pass		Mention		Substandard		Doubtful		Total
Residential mortgage loans:
1-4 family first-lien residential mortgages	$	238,823	$	269	$	811	$	531	$	240,434	$	238,823	$	269	$	811	$	531	$	240,434
Construction		6,329		0		0		0		6,329		6,329		0		0		0		6,329
Loans held-for-sale		513		0		0		0		513		513		0		0		0		513
Total residential mortgage loans		245,665		269		811		531		247,276		245,665		269		811		531		247,276
Commercial loans:
Real estate		267,388		9,879		10,604		579		288,450		267,388		9,879		10,604		579		288,450
Lines of credit		54,408		4,036		3,387		53		61,884		54,408		4,036		3,387		53		61,884
Other commercial and industrial		56,719		3,907		8,321		188		69,135		56,719		3,907		8,321		188		69,135
Paycheck Protection Program loans		19,338		0		0		0		19,338		19,338		0		0		0		19,338
Tax exempt loans		5,811		0		0		0		5,811		5,811		0		0		0		5,811
Total commercial loans		403,664		17,822		22,312		820		444,618		403,664		17,822		22,312		820		444,618
Consumer loans:
Home equity and junior liens		30,740		133		606		258		31,737		30,740		133		606		258		31,737
Other consumer		109,979		44		77		8		110,108		109,979		44		77		8		110,108
Total consumer loans		140,719		177		683		266		141,845		140,719		177		683		266		141,845
Total loans	$	790,048	$	18,268	$	23,806	$	1,617	$	833,739	$	790,048	$	18,268	$	23,806	$	1,617	$	833,739

Management has reviewed its loan portfolio and determined that, to the best of its knowledge, no material exposure exists to sub-prime or other high-risk residential mortgages. The Company is not in the practice of originating these types of loans.

Nonaccrual and Past Due Loans

Loans are placed on nonaccrual when the contractual payment of principal and interest has become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan may be currently performing.

Loans are considered past due if the required principal and interest payments have not been received within thirty days of the payment due date.

- 2826 -

An age analysis of past due loans, not including net deferred loan costs, segregated by portfolio segment and class of loans, as of ~~March 31,~~June 30, 2022 and December 31, 2021, are detailed in the following tables:


	As of March 31, 2022												As of June 30, 2022

	30-59 Days		60-89 Days		90 Days		Total				Total Loans		30-59 Days		60-89 Days		90 Days		Total				Total Loans
(In thousands)	Past Due		Past Due		and Over		Past Due		Current		Receivable		Past Due		Past Due		and Over		Past Due		Current		Receivable
Residential mortgage loans:
1-4 family first-lien residential mortgages	$	1,072	$	322	$	1,098	$	2,492	$	230,317	$	232,809	$	168	$	352	$	1,462	$	1,982	$	239,015	$	240,997
Construction		0		0		0		0		21,594		21,594		0		0		0		0		16,241		16,241
Loans held-for-sale		0		0		0		0		679		679		0		0		0		0		0		0
Total residential mortgage loans		1,072		322		1,098		2,492		252,590		255,082		168		352		1,462		1,982		255,256		257,238
Commercial loans:
Real estate		1,054		3,800		4,212		9,066		294,184		303,250		1,090		258		4,444		5,792		314,647		320,439
Lines of credit		274		365		94		733		74,637		75,370		1,127		8		1,750		2,885		73,725		76,610
Other commercial and industrial		1,572		1,016		1,001		3,589		66,106		69,695		615		649		2,073		3,337		66,868		70,205
Paycheck Protection Program loans		0		0		0		0		13,292		13,292		0		0		0		0		4,877		4,877
Tax exempt loans		0		0		0		0		5,550		5,550		0		0		0		0		5,390		5,390
Total commercial loans		2,900		5,181		5,307		13,388		453,769		467,157		2,832		915		8,267		12,014		465,507		477,521
Consumer loans:
Home equity and junior liens		117		64		388		569		30,212		30,781		69		94		379		542		32,725		33,267
Other consumer		389		412		895		1,696		102,129		103,825		383		233		1,228		1,844		97,482		99,326
Total consumer loans		506		476		1,283		2,265		132,341		134,606		452		327		1,607		2,386		130,207		132,593
Total loans	$	4,478	$	5,979	$	7,688	$	18,145	$	838,700	$	856,845	$	3,452	$	1,594	$	11,336	$	16,382	$	850,970	$	867,352

	As of December 31, 2021												As of December 31, 2021

	30-59 Days		60-89 Days		90 Days		Total				Total Loans		30-59 Days		60-89 Days		90 Days		Total				Total Loans
(In thousands)	Past Due		Past Due		and Over		Past Due		Current		Receivable		Past Due		Past Due		and Over		Past Due		Current		Receivable
Residential mortgage loans:
1-4 family first-lien residential mortgages	$	960	$	416	$	891	$	2,268	$	238,166	$	240,434	$	960	$	416	$	891	$	2,268	$	238,166	$	240,434
Construction		0		0		0		0		6,329		6,329		0		0		0		0		6,329		6,329
Loans held-for-sale		0		0		0		0		513		513		0		0		0		0		513		513
Total residential mortgage loans		960		416		891		2,268		245,008		247,276		960		416		891		2,268		245,008		247,276
Commercial loans:
Real estate		1,735		1,029		4,379		7,143		281,307		288,450		1,735		1,029		4,379		7,143		281,307		288,450
Lines of credit		156		1,180		576		1,913		59,971		61,884		156		1,180		576		1,913		59,971		61,884
Other commercial and industrial		1,799		1,686		1,056		4,541		64,594		69,135		1,799		1,686		1,056		4,541		64,594		69,135
Paycheck Protection Program loans		0		0		0		0		19,338		19,338		0		0		0		0		19,338		19,338
Tax exempt loans		0		0		0		0		5,811		5,811		0		0		0		0		5,811		5,811
Total commercial loans		3,691		3,895		6,011		13,597		471,091		444,618		3,691		3,895		6,011		13,597		471,091		444,618
Consumer loans:
Home equity and junior liens		17		49		251		317		31,420		31,737		17		49		251		317		31,420		31,737
Other consumer		571		257		852		1,680		108,428		110,108		571		257		852		1,680		108,428		110,108
Total consumer loans		588		306		1,103		1,998		139,847		141,845		588		306		1,103		1,998		139,847		141,845
Total loans	$	5,239	$	4,617	$	8,006	$	17,862	$	815,877	$	833,739	$	5,239	$	4,617	$	8,006	$	17,862	$	815,877	$	833,739

- 2927 -

Nonaccrual loans, segregated by class of loan, were as follows:


	March 31,		December 31,		June 30,		December 31,
(In thousands)	2022		2021		2022		2021
Residential mortgage loans:
1-4 family first-lien residential mortgages	$	1,098	$	891	$	1,584	$	891
		1,098		891		1,584		891
Commercial loans:
Real estate		4,235		4,407		4,461		4,407
Lines of credit		141		629		1,794		629
Other commercial and industrial		1,191		1,261		2,241		1,261
		5,567		6,297		8,496		6,297
Consumer loans:
Home equity and junior liens		388		252		379		252
Other consumer		895		852		1,228		852
Total consumer loans		1,283		1,104		1,607		1,104
Total nonaccrual loans	$	7,948	$	8,292	$	11,687	$	8,292

At December 31, 2021, the Bank's 44 nonperforming loans represented 0.99% of total loans, with an aggregate outstanding balance of $8.3 million, as compared to 53 loans with an aggregate outstanding balance of $11.7 million at June 30, 2022. This increase of $3.4 million was primarily the result of the addition of a single commercial loan relationship in the amount of $2.6 million as well as a net increase in the balances of certain other smaller balance loan categories. The $2.6 million in nonaccrual loans discussed above were returned to accrual status in July 2022.

At March 31, 2022, the Bank's 51 nonperforming loans represented 0.93% of total loans, with an aggregate outstanding balance of $7.9 million, as compared to 53 loans with an aggregate outstanding balance of $11.7 million at June 30, 2022. This increase of $3.8 million was primarily the result of the addition of a single nonaccrual commercial loan in the amount of $2.6 million as well as a net increase in the balances of certain other smaller balance loan categories. The $2.6 million nonaccrual commercial loan discussed above was returned to accrual status in July 2022. The Bank's management is actively working with each of the nonaccrual loan borrowers and believes that the ultimate resolution of these loans will not have material effect on the results of the Company's operations in future periods.

The Company is required to disclose certain activities related to Troubled Debt Restructurings (“TDR”) in accordance with accounting guidance. Certain loans have been modified as a TDR where economic concessions have been granted to a borrower who is experiencing, or expected to experience, financial difficulties. These economic concessions could include a reduction in the loan interest rate, extension of payment terms, reduction of principal amortization, or other actions that it would not otherwise consider for a new loan with similar risk characteristics.

The Company is required to disclose new TDRs for each reporting period for which an income statement is being presented. The pre-modification outstanding recorded investment is the principal loan balance less the provision for loan losses before the loan was modified as a TDR. The post-modification outstanding recorded investment is the principal balance less the provision for loan losses after the loan was modified as a TDR. Additional provision for loan losses is the change in the allowance for loan losses between the pre-modification outstanding recorded investment and post-modification outstanding recorded investment.

The Company ~~has~~ had 1 loan that was modified as a TDR for the three months ended ~~March 31,~~June 30, 2022.

The Company had 2 loans that were modified as TDRs for the six months ended June 30, 2022.

The tables below detail loans that had been modified as TDRs for the three and six months ended June 30, 2022.

- 28 -

For the three months ended March 31, 2022

(In thousands)
Number of loans

Pre-modification outstanding recorded investment

Post-modification outstanding recorded investment

Additional provision for loan losses

Commercial real estate loans
1
$

355

$

355

$

-


	For the three months ended June 30, 2022
(In thousands, except number of loans)	Number of loans	Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment		Additional provision for loan losses
Commercial real estate loans	1	$	18	$	18	$	-


	For the six months ended June 30, 2022
(In thousands, except number of loans)	Number of loans	Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment		Additional provision for loan losses
Residential real estate loans	2	$	373	$	373	$	-

The ~~loan~~loans evaluated for impairment for the three and six months ended ~~March 31,~~June 30, 2022 ~~has~~have been classified as ~~a TDR~~TDRs due to economic concessions granted, which consisted of a reduction in the stated interest rate, a significant delay in the timing of the payment or an extended maturity date that will result in a significant delay in payment from the original terms.

The Company had 0 loans that were modified as TDRs for the three months ended June 30, 2021.

The Company had 5 loans that were modified as TDRs for the six months ended June 30, 2021.

The Company is required to disclose loans that have been modified as TDRs within the previous 12 months in which there was payment default after the restructuring. The Company defines payment default as any loans 90 days past due on contractual payments.

The Company had 20 loans that were modified as TDRs during the twelve months prior to ~~March 31,~~June 30, 2022, which had subsequently defaulted during the ~~three~~six months ended ~~March 31,~~June 30, 2022.

The Company had 10 ~~loan~~ loans that ~~was~~were modified as ~~a TDR~~TDRs during the twelve months prior to ~~March 31,~~June 30, 2021, which had subsequently defaulted during the ~~three~~six months ended ~~March 31,~~June 30, 2021.

When the Company modifies a loan within a portfolio segment that is individually evaluated for impairment, a potential impairment is analyzed either based on the present value of the expected future cash flows discounted at the interest rate

- 30 -

of the original loan terms or the fair value of the collateral less costs to sell. If it is determined that the value of the loan is less than its recorded investment, then impairment is recognized as a component of the provision for loan losses, an associated increase to the allowance for loan losses or as a charge-off to the allowance for loan losses in the current period.

- 29 -

Impaired Loans

The following table summarizes impaired loan information by portfolio class at the indicated dates:


	March 31, 2022						December 31, 2021						June 30, 2022						December 31, 2021
			Unpaid						Unpaid						Unpaid						Unpaid
	Recorded		Principal		Related		Recorded		Principal		Related		Recorded		Principal		Related		Recorded		Principal		Related
(In thousands)	Investment		Balance		Allowance		Investment		Balance		Allowance		Investment		Balance		Allowance		Investment		Balance		Allowance
With no related allowance recorded:
1-4 family first-lien residential mortgages	$	662	$	662	$	-	$	666	$	666	$	-	$	677	$	677	$	-	$	666	$	666	$	-
Commercial real estate		4,206		4,301		-		4,708		4,801		-		4,112		4,209		-		4,708		4,801		-
Commercial lines of credit		100		100		-		100		104		-		100		100		-		100		104		-
Other commercial and industrial		299		335		-		357		396		-		276		317		-		357		396		-
Home equity and junior liens		91		91		-		93		93		-		90		90		-		93		93		-

With an allowance recorded:
1-4 family first-lien residential mortgages		528		528		97		539		539		90		465		465		95		539		539		90
Commercial real estate		2,908		2,908		352		2,450		2,450		300		2,845		2,845		359		2,450		2,450		300
Commercial lines of credit		48		53		48		53		53		53		44		50		44		53		53		53
Other commercial and industrial		1,887		1,893		1,353		1,852		1,852		1,318		1,680		1,686		1,208		1,852		1,852		1,318
Home equity and junior liens		539		539		114		539		539		114		538		538		114		539		539		114
Total:
1-4 family first-lien residential mortgages		1,191		1,190		97		1,205		1,205		90		1,141		1,141		95		1,205		1,205		90
Commercial real estate		7,114		7,209		352		7,158		7,251		300		6,956		7,054		359		7,158		7,251		300
Commercial lines of credit		148		153		48		153		157		53		144		150		44		153		157		53
Other commercial and industrial		2,185		2,228		1,353		2,209		2,248		1,318		1,957		2,003		1,208		2,209		2,248		1,318
Home equity and junior liens		630		630		114		632		632		114		628		628		114		632		632		114
Totals	$	11,268	$	11,410	$	1,964	$	11,357	$	11,493	$	1,875	$	10,826	$	10,975	$	1,820	$	11,357	$	11,493	$	1,875

The following table presents the average recorded investment in impaired loans for the periods indicated:


	For the three months ended				For the three months ended				For the six months ended
	March 31,				June 30,				June 30,
(In thousands)	2022		2021		2022		2021		2022		2021
1-4 family first-lien residential mortgages	$	1,197	$	1,677	$	1,166	$	1,503	$	1,178	$	1,618
Commercial real estate		7,135		13,152		7,035		10,234		7,076		11,083
Commercial lines of credit		151		943		146		982		148		963
Other commercial and industrial		2,198		6,846		2,071		6,990		2,117		6,986
Home equity and junior liens		631		398		629		578		630		458
Other consumer		0		87		0		86		0		84
Total	$	11,312	$	23,103	$	11,047	$	20,373	$	11,149	$	21,192

- 3130 -

The following table presents the cash basis interest income recognized on impaired loans for the periods indicated:


	For the three months ended				For the six months ended
	June 30,				June 30,
(In thousands)	2022		2021		2022		2021
1-4 family first-lien residential mortgages	$	14	$	16	$	30	$	32
Commercial real estate		70		44		133		109
Commercial lines of credit		1		15		3		25
Other commercial and industrial		22		49		42		74
Home equity and junior liens		6		5		12		6
Other consumer		-		1		-		3
Total	$	113	$	130	$	220	$	249

For the three months ended

March 31,

(In thousands)

2022

2021

1-4 family first-lien residential mortgages

$
16

$
16

Commercial real estate

63

65

Commercial lines of credit

2

10

Other commercial and industrial

20

25

Home equity and junior liens

6

1

Other consumer

-

5

Total

$
107

$
122

Note 7: Allowance for Loan Losses

Management extensively reviews recent trends in historical losses, qualitative factors, including concentrations of loans to related borrowers and concentrations of loans by collateral type, and specific reserve needs on loans individually evaluated for impairment in its determination of the adequacy of the allowance for loan losses. We recorded ~~$102,000~~$59,000 in provision for loan losses for the three month period ended ~~March 31,~~June 30, 2022, as compared to ~~$1.0 million~~$929,000 for the three month period ended ~~March 31,~~June 30, 2021. For the first six months of 2022, we recorded $161,000 in provision for loan losses as compared to $2.0 million in the same prior year six month period. The provisioning in 2022 and 2021 reflects management’s determination of ~~prudent~~ additions to reserves considering loan mix changes, concentrations of loans in certain business sectors, factors related to loan quality metrics, and continued COVID-19 related economic uncertainty. The credit-sensitive portfolios continue to be carefully monitored, and the Bank will consistently apply its ~~conservative~~ loan classification and reserve building methodologies to the analysis of these portfolios.

Summarized in the tables below are changes in the allowance for loan losses for the indicated periods and information pertaining to the allocation of the allowance for loan losses, balances of the allowance for loan losses, loans receivable based

- 32 -

on individual, and collective impairment evaluation by loan portfolio class. An allocation of a portion of the allowance to a given portfolio class does not limit the Company’s ability to absorb losses in another portfolio class.

- 31 -

For the three months ended March 31, 2022

1-4 family

first-lien

Residential

Other

Paycheck

residential

construction

Commercial

Commercial

commercial

Protection

(In thousands)

mortgage

mortgage

real estate

lines of credit

and industrial

Program

Allowance for loan losses:

Beginning Balance

$
872

$
0

$
5,308

$
935

$
2,762

$
0

Charge-offs

0

0

0

(17
)

0

0

Recoveries

0

0

0

0

0

0

Provisions (credits)

(42
)

0

(10
)

143

(25
)

0

Ending balance

$
830

$
0

$
5,298

$
1,061

$
2,737

$
0

Ending balance: related to loans
   individually evaluated for impairment

$
97

$
0

$
352

$
48

$
1,353

$
0

Ending balance: related to loans
   collectively evaluated for impairment

$
733

$
0

$
4,946

$
1,013

$
1,384

$
0

Loans receivables:

Ending balance

$
232,809

$
21,594

$
303,250

$
75,370

$
69,695

$
13,292

Ending balance: individually
   evaluated for impairment

$
1,191

$
0

$
7,114

$
148

$
2,185

$
0

Ending balance: collectively
   evaluated for impairment

$
231,618

$
21,594

$
296,136

$
75,222

$
67,510

$
13,292

Home equity

Other

Tax exempt

and junior liens

Consumer

Unallocated

Total

Allowance for loan losses:

Beginning Balance

$
3

$
774

$
1,297

$
984

12,935

Charge-offs

0

0

(29
)

0

(46
)

Recoveries

0

0

26

0

26

Provisions

1

(98
)

128

5

102

Ending balance

$
4

$
676

$
1,422

$
989

$
13,017

Ending balance: related to loans
   individually evaluated for impairment

$
0

$
114

$
0

$
0

$
1,964

Ending balance: related to loans
   collectively evaluated for impairment

$
4

$
562

$
1,422

$
989

$
11,053

Loans receivables:

Ending balance

$
5,550

$
30,781

$
103,825

$
679

$
856,845

Ending balance: individually
   evaluated for impairment

$
0

$
630

$
0

$
0

$
11,268

Ending balance: collectively
   evaluated for impairment

$
5,550

$
30,151

$
103,825

$
679

$
845,577


	For the three months ended June 30, 2022
	1-4 family
	first-lien			Residential								Other			Paycheck
	residential			construction		Commercial			Commercial			commercial			Protection
(In thousands)	mortgage			mortgage		real estate			lines of credit			and industrial			Program
Allowance for loan losses:
Beginning Balance	$	830		$	0	$	5,298		$	1,061		$	2,737		$	0
Charge-offs		(29	)		0		(23	)		(21	)		(200	)		0
Recoveries		0			0		250			0			46			0
Provisions (credits)		96			0		(3	)		117			33			0
Ending balance	$	897		$	0	$	5,522		$	1,157		$	2,616		$	0
Ending balance: related to loans individually evaluated for impairment	$	95		$	0	$	44		$	359		$	1,208		$	0
Ending balance: related to loans collectively evaluated for impairment	$	802		$	0	$	5,478		$	798		$	1,408		$	0
Loans receivables:
Ending balance	$	240,997		$	16,241	$	320,439		$	76,610		$	70,205		$	4,877
Ending balance: individually evaluated for impairment	$	1,141		$	0	$	144		$	6,956		$	1,974		$	0
Ending balance: collectively evaluated for impairment	$	239,856		$	16,241	$	320,295		$	69,654		$	68,231		$	4,877

				Home equity		Other
	Tax exempt			and junior liens		Consumer			Unallocated			Total
Allowance for loan losses:
Beginning Balance	$	4		$	676	$	1,422		$	989		$	13,017
Charge-offs		0			0		(51	)		0			(324	)
Recoveries		0			0		30			0			326
Provisions		0			74		142			(400	)		59
Ending balance	$	4		$	750	$	1,543		$	589		$	13,078
Ending balance: related to loans individually evaluated for impairment	$	0		$	114	$	0		$	0		$	1,820
Ending balance: related to loans collectively evaluated for impairment	$	4		$	636	$	1,543		$	589		$	11,258
Loans receivables:
Ending balance	$	5,390		$	33,267	$	99,326		$	0		$	867,352
Ending balance: individually evaluated for impairment	$	0		$	628	$	0		$	0		$	10,843
Ending balance: collectively evaluated for impairment	$	5,390		$	32,639	$	99,326		$	0		$	856,509

- 32 -


	For the six months ended June 30, 2022
	1-4 family
	first-lien			Residential									Other			Paycheck
	residential			construction			Commercial			Commercial			commercial			Protection
(In thousands)	mortgage			mortgage			real estate			lines of credit			and industrial			Program
Allowance for loan losses:
Beginning Balance	$	872		$	0		$	5,308		$	935		$	2,762		$	0
Charge-offs		(29	)		0			(23	)		(38	)		(200	)		0
Recoveries		0			0			250			0			46			0
Provisions		54			0			(13	)		260			8			0
Ending balance	$	897		$	0		$	5,522		$	1,157		$	2,616		$	0

				Home equity			Other
	Tax exempt			and junior liens			consumer			Unallocated			Total
Allowance for loan losses:
Beginning Balance	$	3		$	774		$	1,297		$	984		$	12,935
Charge-offs		0			0			(80	)		0			(370	)
Recoveries		0			0			56			0			352
Provisions		1			(24	)		270			(395	)		161
Ending balance	$	4		$	750		$	1,543		$	589		$	13,078

- 33 -


	For the three months ended June 30, 2021
	1-4 family
	first-lien			Residential										Other			Paycheck
	residential			construction				Commercial			Commercial			commercial			Protection
(In thousands)	mortgage			mortgage				real estate			lines of credit			and industrial			Program
Allowance for loan losses:
Beginning Balance	$	975		$	0		��	$	5,721		$	1,916		$	3,016		$	0
Charge-offs		(20	)		0				(6	)		0			0			0
Recoveries		0			0				0			62			0			0
Provisions		(80	)		0				405			(168	)		432			0
Ending balance	$	875		$	0			$	6,120		$	1,810		$	3,448		$	0
Ending balance: related to loans individually evaluated for impairment	$	80		$	0			$	222		$	904		$	1,852		$	0
Ending balance: related to loans collectively evaluated for impairment	$	795		$	0			$	5,898		$	906		$	1,596		$	0
Loans receivables:
Ending balance	$	226,896		$	8,133			$	291,678		$	60,097		$	74,416		$	53,611
Ending balance: individually evaluated for impairment	$	1,499		$	0			$	6,946		$	1,004		$	7,266		$	0
Ending balance: collectively evaluated for impairment	$	225,397		$	8,133			$	284,732		$	59,093		$	67,150		$	53,611

				Home equity				Other
	Tax exempt			and junior liens				Consumer			Unallocated			Total
Allowance for loan losses:
Beginning Balance	$	1		$	827			$	1,237		$	0		$	13,693
Charge-offs		0			0				(76	)		0			(102	)
Recoveries		0			0				21			0			83
Provisions		0			(22	)			68			294			929
Ending balance	$	1		$	805			$	1,250		$	294		$	14,603
Ending balance: related to loans individually evaluated for impairment	$	0		$	223			$	0		$	0		$	3,281
Ending balance: related to loans collectively evaluated for impairment	$	1		$	582			$	1,250		$	294		$	11,322
Loans receivables:
Ending balance	$	6,554		$	34,649			$	80,269		$	713		$	837,016
Ending balance: individually evaluated for impairment	$	0		$	578			$	79		$	0		$	17,372
Ending balance: collectively evaluated for impairment	$	6,554		$	34,071			$	80,190		$	713		$	819,644

For the three months ended March 31, 2021

1-4 family

first-lien

Residential

Other

Paycheck

residential

construction

Commercial

Commercial

commercial

Protection

(In thousands)

mortgage

mortgage

real estate

lines of credit

and industrial

Program

Allowance for loan losses:

Beginning Balance

$
931

$
0

$
4,776

$
1,670

$
2,992

$
0

Charge-offs

0

0

(100
)

0

0

0

Recoveries

0

0

0

1

0

0

Provisions

44

0

1,045

245

24

0

Ending balance

$
975

$
0

$
5,721

$
1,916

$
3,016

$
0

Ending balance: related to loans
   individually evaluated for impairment

$
161

$
0

$
252

$
960

$
1,285

$
0

Ending balance: related to loans
   collectively evaluated for impairment

$
814

$
0

$
5,469

$
956

$
1,731

$
0

Loans receivables:

Ending balance

$
226,058

$
7,789

$
289,182

$
63,158

$
77,915

$
71,885

Ending balance: individually
   evaluated for impairment

$
1,507

$
0

$
13,521

$
960

$
6,714

$
0

Ending balance: collectively
   evaluated for impairment

$
224,551

$
7,789

$
275,661

$
62,198

$
71,201

$
71,885

Home equity

Other

Tax exempt

and junior liens

Consumer

Unallocated

Total

Allowance for loan losses:

Beginning Balance

$
1

$
739

$
1,123

$
545

12,777

Charge-offs

0

0

(43
)

0

(143
)

Recoveries

0

0

30

0

31

Provisions

0

88

127

(545
)

1,028

Ending balance

$
1

$
827

$
1,237

$
0

$
13,693

Ending balance: related to loans
   individually evaluated for impairment

$
0

$
221

$
0

$
0

2,879

Ending balance: related to loans
   collectively evaluated for impairment

$
1

$
606

$
1,237

$
0

10,814

Loans receivables:

Ending balance

$
6,959

$
36,181

$
87,976

$
437

867,540

Ending balance: individually
   evaluated for impairment

$
0

$
578

$
92

$
0

23,372

Ending balance: collectively
   evaluated for impairment

$
6,959

$
35,603

$
87,884

$
437

$
844,168

- 34 -


	For the six months ended June 30, 2021
	1-4 family
	first-lien			Residential								Other			Paycheck
	residential			construction		Commercial			Commercial			commercial			Protection
(In thousands)	mortgage			mortgage		real estate			lines of credit			and industrial			Program
Allowance for loan losses:
Beginning Balance	$	931		$	0	$	4,776		$	1,670		$	2,992		$	0
Charge-offs		(20	)		0		(6	)		0			(100	)		0
Recoveries		0			0		0			63			0			0
Provisions (credits)		(36	)		0		1,350			77			556			0
Ending balance	$	875		$	0	$	6,120		$	1,810		$	3,448		$	0

				Home equity		Other
	Tax exempt			and junior liens		consumer			Unallocated			Total
Allowance for loan losses:
Beginning Balance	$	1		$	739	$	1,123		$	545		$	12,777
Charge-offs		0			0		(119	)		0			(245	)
Recoveries		0			0		51			0			114
Provisions (credits)		0			66		195			(251	)		1,957
Ending balance	$	1		$	805	$	1,250		$	294		$	14,603

The Company’s methodology for determining its allowance for loan losses includes an analysis of qualitative factors that are added to the historical loss rates in arriving at the total allowance for loan losses needed for this general pool of loans. The qualitative factors include:

•

Changes in national and local economic trends;

•

The rate of growth in the portfolio;

•

Trends of delinquencies and nonaccrual balances;

•

Changes in loan policy; and

•

Changes in lending management experience and related staffing.

•

~~Changes in national and local economic trends;~~

•

~~The rate of growth in the portfolio;~~

•

~~Trends of delinquencies and nonaccrual balances;~~

•

~~Changes in loan policy; and~~

•

~~Changes in lending management experience and related staffing.~~

- 34 -

Each factor is assigned a value to reflect improving, stable or declining conditions based on management’s best judgment using relevant information available at the time of the evaluation. These qualitative factors, applied to each product class, make the evaluation inherently subjective, as it requires material estimates that may be susceptible to significant revision as more information becomes available. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance for loan losses analysis and calculation.

- 35 -

The allocation of the allowance for loan losses summarized on the basis of the Company’s calculation methodology was as follows:


	March 31, 2022										June 30, 2022
(In thousands)	1-4 family first-lien residential mortgage		Residential construction mortgage		Commercial real estate		Commercial lines of credit		Other Commercial and industrial		1-4 family first-lien residential mortgage		Residential construction mortgage		Commercial real estate		Commercial lines of credit		Other Commercial and industrial
Specifically reserved	$	97	$	0	$	352	$	48	$	1,353	$	95	$	0	$	44	$	359	$	1,208
Historical loss rate		85		0		2		26		96		85		0		1		37		83
Qualitative factors		648		0		4,944		987		1,288		717		0		5,477		761		1,325
Total	$	830	$	0	$	5,298	$	1,061	$	2,737	$	897	$	0	$	5,522	$	1,157	$	2,616


	Tax exempt		Home equity and junior liens		Other consumer		Unallocated		Total		Tax exempt		Home equity and junior liens		Other consumer		Unallocated		Total
Specifically reserved	$	0	$	114	$	0	$	0	$	1,964	$	0	$	114	$	0	$	0	$	1,820
Historical loss rate		0		324		1,147		0		1,680		0		321		1,246		0		1,773
Qualitative factors		4		238		275		0		8,384		4		315		297		0		8,896
Other		0		0		0		989		989		0		0		0		589		589
Total	$	4	$	676	$	1,422	$	989	$	13,017	$	4	$	750	$	1,543	$	589	$	13,078


	June 30, 2021
	1-4 family
	first-lien		Residential						Other
	residential		construction		Commercial		Commercial		commercial
(In thousands)	mortgage		mortgage		real estate		lines of credit		and industrial
Specifically reserved	$	80	$	0	$	222	$	904	$	1,852
Historical loss rate		85		0		1		33		38
Qualitative factors		710		0		5,897		873		1,558
Total	$	875	$	0	$	6,120	$	1,810	$	3,448

			Home equity		Other
	Tax exempt		and junior liens		consumer		Unallocated		Total
Specifically reserved	$	0	$	223	$	0	$	0	$	3,281
Historical loss rate		0		325		992		0		1,474
Qualitative factors		1		257		258		0		9,554
Other		0		0		0		294		294
Total	$	1	$	805	$	1,250	$	294	$	14,603

At ~~March 31,~~June 30, 2022 and December 31, 2021, the Company reported ~~$722,000~~$1.0 million and ~~$594,000,~~$1.0 million, respectively, in ~~residential~~ real estate loans in the process of foreclosure.

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which Level 3 inputs were used to determine fair value at the indicated dates.

There have been no transfers of assets into or out of any fair value measurement level during the three or six months ended ~~March 31,~~June 30, 2022.

Required disclosures include fair value information of financial instruments, whether or not recognized in the consolidated statement of condition, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument.

The Company has various processes and controls in place to ensure that fair value is reasonably estimated. The Company performs due diligence procedures over third-party pricing service providers in order to support their use in the valuation process.

While the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective period-ends, and have not been re-evaluated or updated for purposes of these financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each period-end.

Under FASB ASC Topic 820 for Fair Value Measurements and Disclosures, the financial assets and liabilities were valued at a price that represents the Company’s exit price or the price at which these instruments would be sold or transferred.

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

Cash and cash equivalents – The carrying amounts of these assets approximate their fair value and are classified as Level 1.

Federal Home Loan Bank stock – The carrying amount of these assets approximates their fair value and are classified as Level 2.

Net loans – For variable-rate loans that re-price frequently, fair value is based on carrying amounts. The fair value of other loans (for example, fixed-rate commercial real estate loans, mortgage loans, and commercial and industrial loans) is estimated using discounted cash flow analysis, based on interest rates currently being offered in the market for loans with similar terms to borrowers of similar credit quality. Loan value estimates include judgments based on expected prepayment rates. The measurement of the fair value of loans, including impaired loans, is classified within Level 3 of the fair value hierarchy.

Accrued interest receivable and payable – The carrying amount of these assets approximates their fair value and are classified as Level 1.

Deposits – The fair values disclosed for demand deposits (e.g., interest-bearing and noninterest-bearing checking, passbook savings and certain types of money management accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts) and are classified within Level 1 of the fair value hierarchy. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates of deposits to a schedule of aggregated expected monthly maturities on time deposits. Measurements of the fair value of time deposits are classified within Level 2 of the fair value hierarchy.

Borrowings – Fixed/variable term “bullet” structures are valued using a replacement cost of funds approach. These borrowings are discounted to the FHLBNY advance curve. Option structured borrowings’ fair values are determined by the FHLB for borrowings that include a call or conversion option. If market pricing is not available from this source, current market indications from the FHLBNY are obtained and the borrowings are discounted to the FHLBNY advance curve less an appropriate spread to adjust for the option. These measurements are classified as Level 2 within the fair value hierarchy.

Subordinated ~~loans~~debt – The Company secures quotes from its pricing service based on a discounted cash flow methodology or utilizes observations of recent highly-similar transactions which result in a Level 2 classification.

The Company has operating and finance leases for certain banking offices and land under noncancelable agreements. Our leases have remaining lease terms that vary from less than two years up to 30 years, some of which include options to extend the leases for various renewal ~~periods.~~periods. All options to renew are included in the current lease term when we believe it is reasonably certain that the renewal options will be exercised.

The Company owns certain properties that it leases to unaffiliated third parties at market rates. Lease rental income was ~~$55,000~~$47,000 and ~~$63,000~~$62,000 for the three months ended ~~March 31,~~June 30, 2022 and 2021 respectively. Lease rental income was $102,000 and $125,000 for the six months ended June 30, 2022 and 2021, respectively. All lease agreements, in which the Company is the lessor, are accounted for as operating leases.

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations (Unaudited)

The Company is a Maryland corporation headquartered in Oswego, New York. The Company is 100% owned by public shareholders. The primary business of the Company is its investment in Pathfinder Bank (the "Bank"), a New York State chartered commercial bank, which is 100% owned by the Company. The Bank has two wholly owned operating subsidiaries, Pathfinder Risk Management Company, Inc. (“PRMC”) and Whispering Oaks Development Corp. All significant inter-company accounts and activity have been eliminated in consolidation. Although the Company owns, through its subsidiary PRMC, 51% of the membership interest in FitzGibbons Agency, LLC (“Fitzgibbons” or “Agency”), the Company is required to consolidate 100% of FitzGibbons within the consolidated financial statements. The 49% of which the Company does not own, is accounted for separately as a noncontrolling interest within the consolidated financial statements. At ~~March 31,~~June 30, 2022, the Company and subsidiaries had total consolidated assets of ~~$1.33~~$1.36 billion, total consolidated liabilities of ~~$1.22~~$1.25 billion and shareholders' equity of ~~$109.1~~$107.7 million, plus noncontrolling interest of ~~$390,000,~~$407,000, which represents the 49% of FitzGibbons not owned by the Company.

The following discussion reviews the Company's financial condition at ~~March 31,~~June 30, 2022 and the results of operations for the three and six month ~~period~~periods ended ~~March 31,~~June 30, 2022 and 2021. Operating results for the three and six months ended ~~March 31,~~June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any other period.

The following material under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" is written with the presumption that the users of the interim financial statements have read, or have access to, the Company's latest audited financial statements and notes thereto, together with Management's Discussion and Analysis of Financial Condition and Results of Operations included in the 2021 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 25, 2022 (“the consolidated annual financial statements”) as of December 31, 2021

and 2020 and for the two years then ended. Therefore, only material changes in financial condition and results of operations are discussed in the remainder of Item 2.

Certain statements contained herein are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. This report contains forward-looking statements that are based on assumptions and may describe future plans, strategies and expectations of the Company. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to:

Any one or a combination of the factors identified above could negatively impact our business, financial condition and results of operations and prospects. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, the Company does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

The World Health Organization (the “WHO”) declared COVID-19 a global pandemic on March 11, 2020. In the United States, by the end of March 2020, the rapid spread of the COVID-19 virus invoked various Federal and New York State authorities to make emergency declarations and issue executive orders to limit the spread of the disease. Measures included severe restrictions on international and domestic travel, limitations on public gatherings, implementation of social distancing and sanitization protocols, school closings, orders to shelter in place and mandates to close all non-essential businesses to the public. To varying degrees, these very substantial mandated curtailments of social and economic activity had been progressively relaxed in the United States during 2021, and were partially reinstated in some cases due to new variant breakouts in various areas of the country. This relaxation of the social and economic restrictions followed the increasingly wide-spread availability of vaccines that were first made available to the most vulnerable population segments in late 2020. These vaccines are generally considered to be effective in reducing the severity of the infection, if contracted, and in slowing the rate of spread of the coronavirus. However, the percentage of unvaccinated people in the United States, and the potential for future mutations of the coronavirus, remain significant long-term public health and economic concerns.

As a result of the initial and continuing outbreak, and governmental responses thereto, the spread of the coronavirus caused us to modify our business practices, in some cases substantially. These modifications included restrictions on employee travel, employee work locations, and the cancellation of physical participation in meetings, events and conferences. During the most restrictive periods during the pandemic, the Company had many of its employees working remotely and significantly reduced physical customer contact with employees and other customers until the second quarter of 2021, when

New York State relaxed the majority of its safety mandates. At ~~March 31,~~June 30, 2022, the Bank’s offices and branches were fully accessible to the ~~public.~~public and substantially all of the Bank's operations have returned to pre-pandemic conditions. Certain previously-relaxed social distancing and safety protocols may have to be reinstated locally or in other regions of the country and it is possible that such protocols will be reinstated broadly in the future. The economic effects of these varying protocol reinstatement actions on the Company’s operations cannot be determined with certainty at this time. In the best interests of our employees, customers, and business partners, we will take further action, focused on safety, as may be required in the future by government authorities.

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), signed into law on March 27, 2020, provided financial assistance in various forms to both businesses and consumers, including the establishment and funding of the Paycheck Protection Program (“PPP”). In addition, the CARES Act also created many directives affecting the operations of financial service providers, such as the Company, including a forbearance program for federally-backed mortgage loans and protections for borrowers from negative credit reporting due to loan accommodations related to the national emergency. The banking regulatory agencies issued guidance encouraging financial institutions to work prudently with borrowers who were, or may be, unable to meet their contractual payment obligations because of the

effects of COVID-19. The Company has worked to assist its business and consumer customers affected by COVID-19. While the CARES Act is widely-considered to have been beneficial to the economic recovery and supportive of the Company’s business activities, the long-term effect of this legislation on the operations of the Company cannot be determined with certainty at this time.

As of the date of this filing, variants of the coronavirus, referred to as the “Omicron” variant, along with sub-variants of Omicron, have emerged in the United States and remain a concern in some regions and potentially, throughout the country. These variants are believed to be more contagious than earlier variants of the coronavirus. Certain previously-relaxed social distancing and safety protocols may have to be reinstated locally or in other regions of the country and it is possible that such protocols will be reinstated broadly in the future. The economic effects of these varying protocol reinstatement actions on the Company’s operations cannot be determined with certainty at this time.

The Bank participated in all rounds of the PPP funded by the U.S. Treasury Department and administered by the U.S. SBA pursuant to the CARES Act and subsequent legislation. PPP loans have an interest rate of 1.0% and a two-year or five-year loan term to maturity. The SBA guarantees 100% of the PPP loans made to eligible borrowers. The entire principal amount of the borrower’s PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount under the PPP so long as employee and compensation levels of the business are maintained and the loan proceeds are used for qualifying expenses. The PPP ended in May 2021. Information related to the Company’s PPP loans are included in the following tables:

The Company's consolidated quarterly financial statements are prepared in accordance with accounting principles generally accepted in the United States and follow practices within the banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the consolidated quarterly financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Certain accounting policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions, and judgments are necessary when assets and

liabilities are required to be recorded at fair value or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and information used to record valuation adjustments for certain assets and liabilities are based on quoted market prices or are provided by unaffiliated third-party sources, when available. When third party information is not available, valuation adjustments are estimated in good faith by management.

The most significant accounting policies followed by the Company are presented in Note 1 to the annual audited consolidated financial statements. These policies, along with the disclosures presented in the other financial statement notes and in this discussion, provide information on how significant assets and liabilities are valued in the consolidated quarterly financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified the allowance for loan losses, deferred income taxes, pension obligations, the evaluation of investment securities for other than temporary impairment, the estimation of fair values for accounting and disclosure purposes, and the evaluation of goodwill for impairment to be the accounting areas that require the most subjective and complex judgments. These areas could be the most subject to revision as new information becomes available.

The allowance for loan losses represents management's estimate of probable loan losses inherent in the loan portfolio. Determining the amount of the allowance for loan losses is considered a critical accounting estimate because it requires significant judgment on the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends and conditions, all of which may be susceptible to significant change.

Our Allowance for Loan and Lease Losses policy establishes criteria for selecting loans to be measured for impairment based on the following:

Impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses as compared to the loan carrying value. For all other loans and leases, the Company uses the general allocation methodology that establishes an allowance to estimate the probable incurred loss for each risk-rating category.

Deferred income tax assets and liabilities are determined using the liability method. Under this method, the net deferred tax asset or liability is recognized for the future tax consequences. This is attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as net operating and capital loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period that includes the enactment date. If current available evidence about the future raises doubt about the likelihood of a deferred tax asset being realized, a valuation allowance is established. The judgment about the level of future taxable income, including that which is considered capital, is inherently subjective and is reviewed on a continual basis as regulatory and business factors change.

On April 7, 2021, the New York State Legislature approved comprehensive tax legislation as part of the State’s 2022 Fiscal Year budget. The legislation includes increased taxes on businesses and high-income individuals among other tax law revisions. Other provisions include amendments to the real estate transfer tax. The legislation increases the corporate

franchise tax rate to 7.25% from 6.5% for tax years beginning on or after January 1, 2021 and before January 1, 2024 for taxpayers with a business income base greater than $5.0 million. In addition, the previously scheduled phase-out of the capital base tax has been delayed. The rate of the capital base was set to be reduced to 0% starting in 2021. The legislation imposes the tax at the rate of 0.1875% for tax years beginning on or after January 1, 2021 and before January 1, 2024, with the 0% rate to take effect in 2024. ~~Management continues to evaluate the projected impact of this newly~~

issued New York State tax legislation on the Company’s financial condition and results of operations and believes that these provisions require an increase in the Company’s income tax expense for the three months ended March 31, 2022, thereby requiring an increase in the Company’s effective tax rate to 21% for the three months ended March 31, 2022 as compared to the effective tax rate of 20.6%, for the same three month period in 2021.

The Company’s effective tax rate typically differs from the 21% federal statutory tax rate due primarily to New York State income taxes, partially offset by tax-exempt income from specific types of investment securities and loans, bank owned life insurance, and to a much lesser degree, the utilization of low income housing tax credits. Other variances from the federal statutory federal tax rate are due to the effects of transitional adjustments related to state income taxes. In addition, the tax effects of certain incentive stock option activity may reduce the Company’s effective tax rate on a sporadic basis.

We maintain a noncontributory defined benefit pension plan covering most employees. The plan provides defined benefits based on years of service and final average salary. On May 14, 2012, we informed our employees of our decision to freeze participation and benefit accruals under the plan, primarily to reduce some of the volatility in earnings that can accompany the maintenance of a defined benefit plan. Pension and post-retirement benefit plan liabilities and expenses are based upon actuarial assumptions of future events; including fair value of plan assets, interest rates, and the length of time the Company will have to provide those benefits. The assumptions used by management are discussed in Note 14 to the consolidated annual financial statements.

The Company carries all of its available-for-sale investments at fair value with any unrealized gains or losses reported, net of tax, as an adjustment to shareholders' equity and included in accumulated other comprehensive income (loss), except for the credit-related portion of debt securities’ impairment losses and other-than-temporary impairment (“OTTI”) of equity securities which are charged to earnings. The Company's ability to fully realize the value of its investments in various securities, including corporate debt securities, is dependent on the underlying creditworthiness of the issuing organization. In evaluating the debt securities (both available-for-sale and held-to-maturity) portfolio for other-than-temporary impairment losses, management considers (1) if we intend to sell the security; (2) if it is “more likely than not” we will be required to sell the security before recovery of its amortized cost basis; or (3) if the present value of expected cash flows is insufficient to recover the entire amortized cost basis. When the fair value of a held-to-maturity or available-for-sale security is less than its amortized cost basis, an assessment is made as to whether OTTI is present. The Company considers numerous factors when determining whether a potential OTTI exists and the period over which the debt security is expected to recover. The principal factors considered are (1) the length of time and the extent to which the fair value has been less than the amortized cost basis, (2) the financial condition of the issue and (guarantor, if any) and adverse conditions specifically related to the security, industry or geographic area, (3) failure of the issuer of the security to make scheduled interest or principal payments, (4) any changes to the rating of the security by a nationally recognized statistical rating organization (“NRSRO”), and (5) the presence of credit enhancements, if any, including the guarantee of the federal government or any of its agencies.

The estimation of fair value is significant to several of our assets; including available-for-sale and marketable equity investment securities, intangible assets, foreclosed real estate, and the value of loan collateral when valuing loans. These are all recorded at either fair value, or the lower of cost or fair value. Fair values are determined based on third party sources, when available. Furthermore, accounting principles generally accepted in the United States require disclosure of the fair value of financial instruments as a part of the notes to the annual audited consolidated financial statements. Fair values on our available-for-sale securities may be influenced by a number of factors including market interest rates, prepayment speeds, discount rates, and the shape of yield curves.

Fair values for securities available-for-sale are obtained from unaffiliated third party pricing services. Where available, fair values are based on quoted prices on a nationally recognized securities exchange. If quoted prices are not available, fair values are measured using quoted market prices for similar benchmark securities. Management made no adjustments to the fair value quotes that were provided by the pricing sources. Fair values for marketable equity securities are based on quoted prices on a nationally recognized securities exchange for similar benchmark securities. The fair values of foreclosed real estate and the underlying collateral value of impaired loans are typically determined based on evaluations by third parties, less estimated costs to sell. When necessary, appraisals are updated to reflect changes in market conditions.

Management performs an annual evaluation of our goodwill for possible impairment at each of our reporting units. Based on the results of the December 31, 2021 evaluation, management has determined that the carrying value of goodwill was not impaired as of that date. Management will continuously evaluate all relevant economic and operational factors potentially affecting the Bank or the fair value of its assets, including goodwill. Should the current pandemic, or the future economic consequences thereof, require a significant and sustained change in the operations of the Bank, re-evaluations of the Bank’s goodwill valuation will be conducted on a more frequent basis.

On ~~March 25,~~June 24, 2022, the Company announced that its Board of Directors declared a cash dividend of $0.09 per share on the Company's voting common and non-voting common stock, and a cash dividend of $0.09 per notional share for the issued warrant relating to the fiscal quarter ended ~~March 31,~~June 30, 2022. The ~~dividend was~~dividends are payable to all shareholders of record on ~~April 22,~~July 15, 2022 and ~~was~~were paid on ~~May 6,~~August 12, 2022.

The following represents the significant highlights of the Company’s operating results between the ~~first~~second quarter of 2022 and the ~~first~~second quarter of 2021.

The following reflects the significant changes in financial condition between December 31, 2021 and ~~March 31,~~June 30, 2022. In addition, the following reflects significant changes in asset quality metrics between June 30, 2022 and June 30, 2021.

~~The Company had~~ net income of $3.0 million for the three months ended ~~March 31, 2022 compared to net income of $2.2 million for the three months ended March 31,~~June 30, 2021. The ~~$796,000~~$264,000 increase in net income was due primarily to an $870,000 decrease in provision expense, a ~~$40,000 increase~~$71,000 decrease in provision for income taxes, and a $122,000 decrease in interest expense, partially offset by a $360,000 decrease in interest and dividend income, ~~an $867,000 decrease in interest expense, and~~ a ~~$926,000 decrease in the provision for loan losses. Partially offsetting the increases to net income was a $242,000 decrease in noninterest income, a $616,000~~$301,000 increase in noninterest expense, and a ~~$172,000 increase~~$138,000 decrease in ~~income tax expense.~~noninterest income.

Net interest income before the provision for loan losses ~~increased $907,000,~~decreased $238,000, or ~~10.6%~~2.33%, to ~~$9.5~~$10.0 million for the three months ended ~~March 31,~~June 30, 2022 as compared to ~~$8.6~~$10.2 million for the same three month period in 2021. The ~~increase~~decrease was primarily athe result of decreases in the average yields of both the loan and investment securities portfolios. These decreases resulted in a 3634 basis points decrease to 3.69% in interest-earning asset yields for the three months ended June 30, 2022 as compared to 4.03% for the same three month period of the previous year. These decreases in net interest income were partially offset by an 8 basis points decrease in the average cost of interest-bearing liabilities ~~between the year-over-year first quarter periods. Further, the increase was a result of increases in average interest-earning asset balances, primarily~~ in the ~~investment categories, offset by a decrease in the average yield~~second quarter of interest-earning assets of 10 basis points to 3.54% for the three months ended March 31, 2022 from 3.6% for the same three month period of the previous year. The increase in interest income was partially reduced in the three months ended March 31, 2022 by reductions in the level of deferred PPP fee income recognized in the period due to the decreased levels of forgiveness in the three months ended March 31, 2022, as compared to the same quarter in 2021, partially offset by a $46.6 million increase in the average balance of interest-bearing liabilities.

The $138,000, or 9.6%, decrease in noninterest income in the quarter ended June 30, 2022, as compared to the same quarterly period in 2021, was primarily the result of a decrease of $78,000 in net gains on marketable equity securities, a $74,000 decrease in service charges on deposits, and a $44,000 decrease in other charges, commissions, and fees. These decreases were partially offset by a $58,000 increase in loan servicing fees and insurance agency revenue, respectively. All other noninterest income categories netted to a $58,000 decrease in the three ~~month~~months ended June 30, 2022, as compared to the same period in the ~~previous~~prior year.

Total noninterest expense for the second quarter of 2022 was $7.1 million, an increase of $301,000, or 4.4%, compared to $6.8 million for the same three-month period in 2021. The increase was primarily a result of higher salaries and employee benefits expense of $284,000, or 8.1%. Partially offsetting the increase in salaries and employee benefits expense was a $137,000, or 20.9%, reduction in data processing expenses, primarily the result of a reduction in ATM processing fees related to third-party vendor refunds obtained through contract renegotiation activities.

Management extensively reviews recent trends in changes in the size and composition of the loan portfolio, historical loss experience, qualitative factors, and specific reserve needs on loans individually evaluated for impairment, in its determination of the adequacy of the allowance for loan losses. For the three months ended June 30, 2022, we recorded $59,000 in provision for loan losses as compared to $929,000 in the same prior year three month period. The provision is reflective of (1) the qualitative factors used in determining the adequacy of the allowance for loan losses, (2) the size of the loan portfolio, and (3) delinquent and nonaccrual loans. The second quarter provision for loan losses reflects an addition to reserves considering loan growth and asset quality metrics. The credit-sensitive portfolios continue to be carefully monitored, and the Bank will consistently apply its loan classification and reserve building methodologies to the analysis of these portfolios.

In comparing the year-over-year ~~first~~second quarter periods, the Company’s return on average assets increased 224 basis points to ~~0.90%~~0.99% due to the combined effects of the increase in net income (the numerator in the ratio) and the increase in average assets (the denominator in the ratio). Average assets increased due to increases in average ~~taxable~~investment securities and average loans of ~~$21.0~~$74.0 million and ~~average tax-exempt securities of $20.5~~$7.0 million, respectively, in the ~~first~~second quarter of 2022 as compared to the same quarter of 2021. Average interest-bearing deposits increased ~~$45.0~~$67.1 million in the ~~first~~second quarter of 2022, as compared with the same quarter in 2021. ~~Noninterest-bearing~~The increase in deposits ~~totaled $199.2 million at March 31, 2022,~~was primarily due to municipal deposit inflows and outflows due to seasonal timing of tax collections, an increase ~~of $18.7 million, or 10.4%, compared to March 31, 2021. The increases~~ in ~~noninterest-bearing~~brokered deposits ~~were primarily the result of the Bank’s participation in the PPP, as well as ongoing~~and continued growth in business banking relationships. ~~In addition,~~Average MMDA accounts increased $22.4 million as compared with the ~~Bank has seen a general~~same quarter in 2021.

The Company had net income of $6.2 million for the six months ended June 30, 2022 compared to net income of $5.2 million for the six months ended June 30, 2021. The $1.0 million increase in net income was due primarily to a $1.8 million decrease in the provision for loan losses and a $989,000 decrease in interest expense. Partially offsetting the increase in net income was a $917,000 increase in noninterest expense, a $380,000 decrease in noninterest income and a $320,000 decrease in interest and dividend income.

Net interest income before the provision for loan losses increased $669,000 to $19.4 million for the six months ended June 30, 2022, as compared to $18.8 million for the same six month period in 2021. Interest expense decreased $989,000 to $3.2 million for the six months ended June 30, 2022 as compared to the prior year period. The average interest rate paid on interest-bearing liabilities decreased by 22 basis points for the six months ended June 30, 2022 as compared to the prior year period; however, average interest-bearing liabilities increased by $30.2 million, or 3.1%. Average loans for the first six months of 2022 increased by $1.4 million, or 0.16%, over the prior year period,while the average ~~account balance~~interest yield earned on average loans decreased by 23 basis points, resulting in a decrease of $965,000 in interest income on loans for ~~consumer deposits consistent~~the six months ended June 30, 2022 as compared to the prior year period. Income from investment securities increased $630,000, or 14.4% to $5.0 million for the six months ended June 30, 2022.

Noninterest income decreased $380,000 for the six months ended June 30, 2022, when compared to the same six month period in 2021. Net gains on marketable equity securities decreased $244,000 and there were no gains on sale of premises and equipment when compared to the $201,000 gain in the same period in 2021. Service charges on deposit accounts and net gains on sales of foreclosed real estate also decreased $147,000 and $84,000, respectively, when compared to the same period in 2021. Other charges, commission and fees, loan servicing fees, insurance agency revenue, and earnings on bank owned life insurance increased $127,000, $85,000, $77,000 and $31,000, respectively. The net increase in these categories of noninterest income were in part due to the Company’s increased strategic focus on improving recurring noninterest income.

Total noninterest expense for the first six-month period of 2022 was $14.4 million, an increase of $917,000, or 6.8%, compared with ~~similar~~$13.5 million for the prior year period. The increase was primarily a result of higher salaries and employee benefits expense of $992,000, or 14.5%, and was primarily comprised of a $443,000, or 8.8%, increase in salaries, a $361,000 reduction in salaries treated as deferred expenses, a $139,000 increase in employee benefits and a $49,000 net increase in all other salaries and employee benefit expenses. The $443,000 increase in salaries was primarily due to increases ~~generally reported throughout~~in individual salaries, enacted early in 2022 and continuing through the ~~industry. These increases are expected~~year, as well as modest additions to ~~be transitory~~staff headcount. The Company increased its salary structure where deemed appropriate in order to effectively respond to inflationary and ~~relate~~competitive pressures within our marketplace to recruit and retain talent. The $361,000 reduction in deferred salaries was primarily due to ~~significant levels of economic stimulus combined with~~ reduced levels of ~~consumer spending related~~PPP loan originations in 2022 as compared to the ~~pandemic. At this time, it cannot be determined~~previous year. The Company originated $36.4 million in PPP loans in the first half of 2021 and $-0- in the first half of 2022. The $139,000 increase in employee benefit expenses was consistent with ~~certainty how long it will be before these deposits return to historically normal levels.~~increased staffing levels and salaries for 2022.

For the first ~~three~~six months of 2022, we recorded ~~$102,000~~$161,000 in provision for loan losses as compared to ~~$1.0~~$2.0 million in the same prior year ~~three~~six month period. The provision is reflective of (1) the qualitative factors used in determining the adequacy of the allowance for loan losses, (2) the size of the loan portfolio, and (3) delinquent and nonaccrual loans. The decline in the provision for loan losses in the first ~~quarter~~half of 2022, as compared to the same period in ~~the first quarter of~~ 2021, was primarily related to the improvement in the qualitative factors used by the Company to determine the provision in 2022, as compared to the same period in the previous year. The improvement in these qualitative factors was due to observed improvements in economic

conditions during the second half of 2021 and the first ~~quarter~~half of 2022 that followed the easing of the most restrictive phases of the COVID-19 pandemic that had existed in 2020 and the first half of 2021. The credit sensitive portfolios continue to be carefully monitored. Please refer to the asset quality section below for a further discussion of asset quality as it relates to the allowance for loan losses.

Return on average assets increased 13 basis points to 0.94% between the year-over-year six month periods as the increase in net income in the six month period ended June 30, 2022 (the numerator of the ratio) increased by a higher percentage than the rate at which average assets (the denominator of the ratio) grew during the period. Average assets increased due to increases in investment securities of $57.8 million in the six month period ended June 30, 2022 as compared to the same period of 2021. Average interest-bearing liabilities increased $30.2 million in the six months ended June 30 2022, as compared with the same period in 2021. The increase in deposits was primarily the result of municipal deposit inflows and outflows due to seasonal timing of tax collections, an increase in brokered deposits and continued growth in business banking relationships. Average time deposits decreased $4.4 million in the six months ended June 30, 2022, as compared with the same period in 2021.

Net interest income is the Company's primary source of operating income for payment of operating expenses and providing for loan losses. It is the amount by which interest earned on loans, interest-earning deposits, and investment securities, exceeds the interest paid on deposits and other interest-bearing liabilities. Changes in net interest income and net interest margin result from the interaction between the volume and composition of interest-earning assets, interest-bearing liabilities, related yields, and associated funding costs.

The following ~~table sets~~tables set forth information concerning average interest-earning assets and interest-bearing liabilities and the average yields and rates thereon for the periods indicated. Interest income and resultant yield information in the tables has not been adjusted for tax equivalency. Averages are computed on the daily average balance for each month in the period divided by the number of days in the period. Yields and amounts earned include loan ~~fees.~~fees of $487,000 and $1.0 million for the periods ended June 30, 2022 and June 30, 2021, respectively. The decrease in loan fees for the year over year period is primarily due to the decrease in PPP loan fee income. Nonaccrual loans have been included in interest-earning assets for purposes of these calculations.

As indicated in the above table, net interest income, before provision for loan losses, ~~increased $907,000,~~decreased $238,000 or ~~10.6%~~2.3%, to ~~$9.5~~$10.0 million for the three months ended ~~March 31,~~June 30, 2022 as compared to ~~$8.6~~$10.2 million for the same prior year period. This ~~increase~~decrease was due principally to a 34 basis points decrease in the ~~$36.7 million, or 3.1%,~~average yield of interest-earning assets, offset by a decrease of 8 basis points on the average cost of interest-bearing liabilities. Net interest income was positively impacted by an increase in the average balance of interest-earning assets ~~offset by a decrease~~ of 10 basis points on the average yield earned on those assets. These positive factors on net interest income were partially offset by an increase in the average balance of interest-bearing liabilities of $13.7$73.9 million, or ~~1.4%~~6.17%. The ~~negative~~positive effect of this increase in the average balance of ~~interest-bearing liabilities on net interest income however,~~interest-earning assets was ~~partially~~ offset by ~~a decrease~~an increase of ~~36 basis points on the average interest rate paid on those~~$46.6 million in interest-bearing liabilities. In total, net interest margin ~~increased 21~~decreased 28 basis points to ~~3.06%.~~3.14% for the three months ended June 30, 2022 as compared to the same prior year period. The following analysis should also be viewed in conjunction with the table below which reports the changes in net interest income attributable to rate and volume.

Interest and dividend income ~~increased $40,000,~~decreased $360,000, or ~~0.1%~~3.0%, to ~~$11.0~~$11.7 million for the three months ended ~~March 31,~~June 30, 2022 compared to ~~$10.9~~$12.1 million for the same three month period in 2021. This ~~increase~~quarter-over-quarter decrease was due to ~~an increase~~a decline in the average ~~balance~~yield earned on interest-earning assets of ~~interest earning assets, which increased between the year-over-year first quarter periods~~34 basis points and was primarily driven by ~~3.1%, primarily as~~ a result of an increase in the average balance of investment securities. The average balance of investment securities increased by $41.2 million primarily due to increased purchases of investment securities throughout the twelve months ended March 31, 2022. These increased investment security purchases were primarily funded by increased levels of customer deposits placed with the Bank during 2021. The decrease41 basis points decline in the average yield earned on loans ~~was primarily due to the recognition of deferred PPP fee income~~ in the ~~period due to the increased levels of forgiveness in the three month period~~quarter ended ~~March 31, 2022. PPP deferred fee recognition (recorded as an increase to loan interest income) was $278,000 in the three months ended March 31,~~June 30, 2022 as compared to ~~$459,000 for~~ the same ~~three month period~~quarter in 2021. ~~Please refer to the PPP tables above for the full impact of PPP loans on average loan yields.~~

~~Interest expense for the three months ended March 31, 2022 decreased $867,000, or 36.4%, to $1.5 million when compared to the same prior year period. This decrease was primarily due to a 36~~

The 41 basis points decline in ~~the cost of interest-bearing liabilities. Deposit interest expense decreased $562,000, or 36.8%, to $965,000 due to a 28 basis points decrease in the annualized~~ average rate paid on deposits to 0.43% for the three months ended March 31, 2022, as compared to 0.71% for the three months ended March 31, 2021. This was partially offset by a $45.0 million increase in the average balance of interest-bearing deposits during the same time periods due to increases in average consumer, business and municipal deposit balances. These increases in average deposit balances were substantially derived from the effects of the various economic stimulus programs instituted in response to the Covid-19 pandemic, principally the PPP program and significant stimulus grant payments made to various municipalities and municipal agencies within the Bank’s customer base. This decrease in the average cost of deposits was primarily due to a 55 basis points decrease in the average rates paid on time depositsloan yield during the three months ended ~~March 31,~~June 30, 2022, as compared to the same three month period in 2021, was due to three factors, most notably a $468,000, or 22 basis points, reduction in deferred PPP

fee income recognized in the ~~general decline~~quarter ended June 30, 2022 as compared to the same quarterly period in ~~market interest rates~~2021. Secondarily, during ~~2021 after~~ the ~~first~~fourth quarter of 2021, the Bank acquired via purchase approximately $62.4 million in consumer installment and commercial lines of credit loans whose yields range from 3.25-3.38%. These loans were intended to supplement passive investment income at yields that ~~year.~~ were more favorable to the Bank than those readily available in the securities market at the time of their acquisition. These transactions had the effect of reducing the overall average yield on the loan portfolio by approximately 7 basis points, on a quarter over quarter basis. Finally, the remainder of the loan yield reduction during the three months ended June 30, 2022, as compared to the same three month period in 2021, was largely due to reductions in average loan yields resulting from contractual repricing and customer refinancing activities that took place in the low interest rate environment that existed throughout 2021 and into early 2022.

Interest expense for the three months ended June 30, 2022 decreased $122,000, or 6.6%, to $1.7 million when compared to the same prior year period due primarily to a decrease in interest expense on time deposits. The average cost of interest-bearing liabilities declined 8 basis points between the two periods due primarily to a decrease in the average cost of time deposits, offset by an increase of $67.1 million in the average balance of interest bearing deposits. Interest expense on borrowings decreased $134,000, or 44.8%, to $165,000 due primarily to a $17.5 million decrease in the average balance of borrowings, combined with a 42 basis points decrease as long term, higher rate borrowings matured during the period and were replaced with lower-cost overnight borrowings. This decrease was offset by an 81 basis points increase in the average rate paid on subordinated debt for the three months ended June 30, 2022 as compared to the prior year period.

Net interest income for the ~~three~~six months ended ~~March 31,~~June 30, 2022 was ~~$9.5~~$19.4 million, compared to ~~$9.7~~$18.8 million for the ~~three~~six months ended ~~December 31,~~June 30, 2021. The primary driver of the increase in net interest income was a $989,000 or 23.4%, decrease in interest expense to $3.2 million for the six months ended June 30, 2022 compared to $4.2 million for the six months ended June 30, 2021. This decrease was partially offset by a $238,000, or 23 basis points, year-over-year decline in loan income in the six months ended June 30, 2022, as compared to same six month period in 2021. This increase in net interest income was also due to a 22 basis points decrease in the average cost of interest-bearing liabilities, offset by a decrease of 22 basis points on the average yield of interest-earnings assets. The average balance of interest-earning assets increased ~~$54.2~~$55.4 million for the ~~quarter~~six months ended ~~March 31,~~June 30, 2022 to ~~$1,239 million~~$1.3 billion from ~~$1,185~~$1.2 billion for the same prior year period while the average balance of interest-bearing liabilities increased $30.2 million for the ~~quarter~~six months ended ~~December 31, 2021.~~June 30, 2022 as compared to same prior year period. The net interest margin percentage decreased from ~~3.28%~~3.13% for the ~~three~~six months ended ~~December 31,~~June 30, 2021 to ~~3.06%~~3.10% for the ~~three~~six months ended ~~March 31,~~June 30, 2022.

Interest and dividend income decreased $320,000, or 1.4%, to $22.7 million for the six months ended June 30, 2022 compared to $23.0 million for the same six month period in 2021 primarily as a result of a decrease in average loan yield. The 23 basis points decline in average loan yield during the six months ended June 30, 2022, as compared to the same six month period in 2021, was due to a variety of factors, most notably a $600,000, or 14 basis points, reduction in deferred PPP fee income recognized in the first six months of 2022 as compared to the same six month period in the previous year. The ~~primary driver~~majority of the ~~decrease~~remainder of the average loan yield reduction during the six months ended June 30, 2022, as compared to the same six month period in ~~net~~2021, was largely due to reductions in average loan yields resulting from contractual repricing and customer refinancing activities that took place in the low interest ~~income~~rate environment that existed throughout 2021 and ~~margin was a $205,000,~~into early 2022.

Interest expense for the six months ended June 30, 2022 decreased $989,000, or ~~1.8%~~23.4%, to $3.2 million as compared to $4.2 million for the six months ended June 30, 2021. The decrease in interest ~~dividend income~~expense was due principally to ~~$11.0~~a 22 basis points decrease in the average rate paid on interest-bearing liabilities to 0.65%, partially offset by a $30.2 million increase in the average balance of these liabilities. Interest expense on deposits decreased $572,000 and was primarily due to a decrease of $679,000 in interest expense on time deposits. The average balance of interest-bearing deposits, which include brokered deposits, increased $56.1 million between the year-over-year six month periods. The average rate paid on interest-bearing deposits decreased 22 basis points for the ~~three~~six months ended ~~March 31,~~June 30, 2022, as compared to ~~$11.2 million for~~ the ~~three months ended December 31,~~same six month period in 2021. This decrease was primarily due to a ~~$238,000 quarter-over-quarter decline in loan income~~35 basis points decrease in the ~~quarter~~average rate paid on time deposits, during the six months ended ~~March 31,~~June 30, 2022 as compared to the ~~immediately preceding quarter, This~~same time period in 2021. The decrease in the average rates paid on those deposits reflected the general decline in ~~loan income was primarily~~market interest rates that occurred in last nine months of 2021 when many of the Bank's deposit liabilities were originated or acquired through brokers. Therefore, average deposit rates were lower in the six months ended June 30, 2022 than they were in the same six month period of 2021 due to ~~$102,000~~time lags in ~~non-recurring settlement adjustments made~~the repricing of those deposits in ~~January~~2022, despite the fact that general market rates of ~~2022, causing a quarter over quarter variance~~interest have increased significantly in the first half of ~~$204,000~~

2022. The Bank's management continues to monitor internal deposit activity and competitive market rates for deposits in ~~loan income. The nonrecurring settlement adjustments related~~an effort to ~~two purchased loan pools, with an aggregate amortized~~effectively manage future deposit levels and the cost of ~~$43.5 million, acquired~~deposits in the ~~fourth quarter of 2021. In addition, loan income~~current interest rate environment. Interest expense on borrowings decreased $294,000, or 48 basis points, as higher rate advances matured and were replaced with lower-cost overnight borrowings, combined with a $19.5 million decrease in the three months ended March 31, 2022 was lower than in the previous quarter as PPP deferred fee recognition (recorded as an increase to loan interest income) declined to $278,000 in the three months ended March 31, 2022 as compared to $408,000 for the three months ended December 31, 2021.

~~For the full year ended December 31, 2022, management projects a net interest margin~~average balance of 3.13-3.18%. This is a forward looking projection relying on internal analyses performed by the Company’s management. These analyses are based on the interest-earning assets and liabilities held on the Company’s balance sheet at March 31, 2022. This projection considers both forecasted asset and liability repricing expectations as well as anticipated reinvestment rates for expected future asset and liability cash flows. The analyses were prepared in consideration of forward and spot Treasury and swap markets observations at March 31, 2022. These markets are subject to frequent and potentially significant changes and, therefore, no absolute assurance can be made as to the accuracy of the resultant forward projections. borrowings.

Net interest income can also be analyzed in terms of the impact of changing interest rates on interest-earning assets and interest-bearing liabilities and changes in the volume or amount of these assets and liabilities. The following table represents the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected the Company’s interest income and interest expense during the periods indicated. Information is provided in each category with respect to: (i) changes attributable to changes in volume (change in volume

multiplied by prior rate); (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume); and (iii) total increase or decrease. Changes attributable to both rate and volume have been allocated ratably. Tax-exempt securities have not been adjusted for tax equivalency. Please refer to the PPP table in the previous section for information on PPP loans and the impact on loan income for the three and six months ended ~~March 31,~~June 30, 2022 and 2021.

We establish a provision for loan losses, which is charged to operations, at a level management believes is appropriate to absorb probable incurred credit losses in the loan portfolio. In evaluating the level of the allowance for loan losses, management considers historical loss experience, the types of loans and the amount of loans in the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available or as future events change. The provision for loan losses represents management’s estimate of the amount necessary to maintain the allowance for loan losses at an adequate level.

Management extensively reviews recent trends in historical losses, qualitative factors and specific reserve needs on loans individually evaluated for impairment in its determination of the adequacy of the allowance for loan losses. We recorded ~~$102,000~~$161,000 in provision for loan losses for the six month period ended June 30, 2022, as compared to $2.0 million for the six month period ended June 30, 2021. The Company recorded $59,000 in provision for loan losses for the three month period ended ~~March 31,~~June 30, 2022, as compared to ~~$1.0 million~~$929,000 for the three month period ended ~~March 31,~~June 30, 2021. The provisioning infor the ~~first quarter of~~three and six months ended June 30, 2022 and 2021 reflects management’s determination of ~~prudent~~ additions to reserves

considering loan mix changes, concentrations of loans in certain business sectors, factors related to loan quality metrics, and ~~continued~~ COVID-19 related economic ~~uncertainty.~~ impact. The de~~crease~~decrease in the provision for loan losses infor the ~~first quarter of~~three and six months ended June 30, 2022, as compared to the same ~~period~~periods in 2021, was primarily related to the improvement in the qualitative factors used by the Company to determine the provision infor the ~~first quarter of~~three and six months ended June 30, 2022, as compared to the previous year’s ~~first quarter.~~same periods. The improvement in these qualitative factors was due to observed improvements in economic conditions during 2022 that followed the easing of the most restrictive phases of the COVID-19 pandemic that had existed in 2021. The Company’s credit-sensitive portfolios continue to be carefully monitored.

The Company measures delinquency based on the amount of past due loans as a percentage of total loans. The ratio of delinquent loans to total loans decreased to ~~2.12%~~1.89% at ~~March 31,~~June 30, 2022 as compared to 2.14% at December 31, 2021. Delinquent loans (numerator) ~~increased $283,000~~decreased $1.5 million while total loan balances (denominator) ~~increased $23.1~~decreased $33.6 million at ~~March 31,~~June 30, 2022, as compared to December 31, 2021. The ~~increase~~decrease in past due loans was primarily driven by ~~an increase~~

a decrease of ~~$1.4~~$3.0 million in loans delinquent 60-89 days ~~partially offset by~~and a ~~$761,000~~$1.8 million decrease in loans delinquent 30-59 days past due, ~~and~~partially offset by a ~~$318,000 decrease~~$3.3 million increase in loans delinquent 90 days and ~~over.~~over at June 30, 2022 as compared to December 31, 2021.

At ~~March 31,~~June 30, 2022, there were ~~$18.1~~$16.4 million in loans past due including ~~$4.5~~$3.5 million in loans 30-59 days past due, ~~$6.0~~$1.6 million in loans 60-89 days past due and ~~$7.7~~$11.3 million in loans 90 or more days past due. At December 31, 2021, there were $17.9 million in loans past due including $5.2 million in loans 30-59 days past due, $4.6 million in loans 60-89 days past due and $8.0 million in loans 90 or more days past due.

The Company's noninterest income is primarily comprised of fees on deposit account balances and transactions, loan servicing, commissions, including insurance agency commissions, and net gains on sales of securities, loans, and foreclosed real estate.

The following table sets forth certain information on noninterest income for the periods indicated:

~~First~~Second quarter 2022 noninterest income was ~~$1.6~~$1.3 million, a decrease of ~~$242,000,~~$138,000, or ~~13.1%~~9.6%, compared to ~~$1.8~~$1.4 million for the same three-month period in 2021. The decrease in noninterest income, as compared to the same quarter of the previous year was primarily due to (1) a ~~$201,000 non-recurring~~loss on marketable equity securities in the 2022 second quarter of $29,000, compared to the net gain on marketable equity securities of $49,000 recorded in the ~~first~~second quarter of 2021, and (2) a decrease of $74,000 in service charges for overdraft, ATM fees and insufficient funds on deposit accounts in the second quarter of 2022 compared to the second quarter of 2021. In early 2022, the Bank reduced its fees schedules related to service charges on deposit accounts to meet the ~~Bank’s sale of land previously held for development. Noninterest income categorized as recurring~~generally lower fee structures being offered within the Bank's competitive market area.

For the six months ended June 30, 2022 noninterest income was ~~$1.5~~$2.9 million, a decrease of $380,000, or 11.6%, compared to $3.3 million for the first quarter of 2022, reflecting a $188,000, or 14.6%, improvement over the first quarter of the prior year. Recurring noninterest income excludes unrealized gains on equity securities, gains on sales of loans, foreclosed real estate, and premises and equipment, as well as losses on investment securities.

~~Offsetting these increases~~same six-month period in 2021. The decrease in noninterest income, ~~before (losses) and gains for~~as compared to the ~~three month~~six-month period ~~were decreases~~ of ~~$264,000~~the previous year, was primarily due to a $306,000 reduction in nonrecurring gains on ~~sales~~the sale of securities, fixed assets, loans and foreclosed ~~real estate,~~assets in 2022 and a ~~$166,000 decrease~~$244,000 reduction in gains onfrom marketable equity securities also in ~~the quarter ended March 31, 2022, as compared~~2022.

These reductions were partially offset by increases in other charges, commission and fees, loan servicing fees, insurance agency revenue, and earnings on bank owned life insurance which increased $127,000, $85,000, $77,000 and $31,000, respectively. The net increase in these categories of noninterest income were in part due to the ~~prior year in the same quarter.~~Company’s increased strategic focus on improving recurring noninterest income.

The following table sets forth certain information on noninterest expense for the periods indicated:

Total noninterest expense for the ~~first~~second quarter of 2022 was ~~$7.3~~$7.1 million, an increase of ~~$616,000,~~$301,000, or ~~9.3%~~4.4%, compared to ~~$6.6~~$6.8 million for the same three-month period in 2021. The increase was primarily ~~driven by increases in~~a result of higher salaries and employee benefits expense of ~~$708,000,~~$284,000, or ~~21.2%~~8.1%.

The $708,000 year-over-year increase in salaries and employee benefits expense was comprised of a $239,000 reduction in deferrals of personnel-related loan origination costs, a $207,000, or 7.9%, increase in salaries, a $206,000 increase in incentives expense and a $56,000 net increase in all other salaries and employee benefits expenses.

The $239,000 reduction in personnel-related costs deferred under generally accepted accounting principles in the first quarter of 2022, as compared to the same quarter in 2021, related to reduced levels of PPP loans loan originated in 2022 as compared to the previous year. The Company originated no PPP loans in the first quarter of 2022, as compared to $34.5 million in the first quarter of 2021.

The $207,000 increase in salaries expense was primarily due to increases in individual salaries, effective in the first quarter of 2022, as well as modest additions to staff headcount. The Company increased its salary structure for employees, where deemed to be appropriate, in late 2021 and early 2022 in order to effectively respond to inflationary and competitive pressures within our marketplace relative to the recruitment and retention of talent.

The $206,000 increase in incentives expense in the first quarter of 2022, as compared to the same quarter in 2021, was primarily due to reductions in the amounts paid in the first quarter of 2021 for management and sales incentives in response to reduced sales and business activity in 2020 as a result of the pandemic and adjustments made to the Bank’s performance incentive plans. Management believes that the level of incentive expense in the first quarter of 2022 is indicative of the quarterly level of such expenses expected for the remainder of 2022.

Partially offsetting the increase in salaries and employee benefits expense was a ~~$126,000,~~$137,000, or ~~18.6%~~20.9%, reduction in data processing expenses, primarily the result of a reduction in ATM processing fees ~~that was in turn primarily driven by~~related to third-party vendor refunds obtained through contract renegotiation activities.

Total noninterest expense for the first six-month period of 2022 was $14.4 million, an increase of $917,000, or 6.8%, compared with $13.5 million for the prior year period. The increase was primarily a result of higher salaries and employee benefits expense of $992,000, or 14.5%, and was primarily comprised of a $443,000, or 8.8% increase in salaries, a $361,000 reduction in salaries treated as deferred expenses, a $139,000 increase in employee benefits and a $49,000 net increase in all other salaries and employee benefit expenses.

The $443,000 increase in salaries was primarily due to increases in individual salaries, enacted early in 2022 and continuing through the year, as well as modest additions to staff headcount. The Company increased its salary structure where deemed appropriate in order to effectively respond to inflationary and competitive pressures within our marketplace to recruit and retain talent. The $361,000 reduction in deferred salaries was primarily due to the cessation of PPP loan originations in 2022 as compared to $36.4 million in PPP loan originations in the first half of 2021. The $139,000 increase in employee benefit expenses is consistent with increased staffing levels and salaries for 2022.

At ~~March 31,~~June 30, 2022, the Bank serviced ~~507~~506 residential mortgage loans in the aggregate amount of ~~$52.0~~$51.6 million that have been sold on a non-recourse basis to FNMA. FNMA is the only unrelated third-party that has acquired loans originated by the Bank. On an infrequent basis, loans previously sold to FNMA that subsequently default may be found to have underwriting defects that place the loans out of compliance with the representations and warranties made by the Bank. This can occur at any time while the loan is outstanding. In such cases, the Bank is required to repurchase the defaulted loans from FNMA. Repurchase losses sustained by the Bank include all costs incurred by FNMA as part of the foreclosure process, including items such as delinquent property taxes and legal fees. No such claims against the Bank were made by FNMA in the ~~three~~six month periods ended in either ~~March 31,~~June 30, 2022 or ~~March 31,~~June 30, 2021. Management

continues to monitor the underwriting standards applied to all residential mortgage loan originations and subsequent sales through its quality control processes and considers these occurrences and their related expenses to be isolated instances.

Income tax expense ~~increased $172,000~~decreased $71,000 to ~~$721,000,~~$780,000, with an effective tax rate of 21.0%, for the quarter ended ~~March 31,~~June 30, 2022, as compared to ~~$549,000,~~$851,000 with an effective tax rate of ~~20.6%~~19.2%, for the same three month period in 2021. The ~~increase~~reduction in income tax expense infor the ~~current~~ quarter ended June 30, 2022, as compared to the same quarter in 2021, was primarily ~~attributable~~driven by the aforementioned decrease in the effective tax rate, partially offset by the increase in quarter-over-quarter pre-tax net income. The effective income tax rate decreased 1.1% to 21.0% for the three months ended June 30, 2022 as compared to 22.1% for the same three month period in 2021. The decrease in the tax rate in the second quarter of 2022, as compared to the same quarter in 2021, was primarily related to an increase in tax exempt income derived from increased average balances invested in securities issued by state and political subdivisions. In addition, the Company increased its revenues subject to the application of New York State permanent differences, relative to its total revenues in 2022, thereby reducing the Company's state taxable income.

Income tax expense increased $101,000 to $1.5 million, with an effective tax rate of 21.6%, for the six months ended June 30, 2022, as compared to $1.4 million with an effective tax rate of 21.5%, for the same six month period in 2021. The increase in income tax expense for the six months ended June 30, 2022, as compared to the same six month period in 2021, was primarily driven by the year-over-year ~~quarterly~~ increase in pre-tax net income. The ~~federal statutory~~effective income tax rate ~~applied~~increased 0.1% to ~~pretax income was 21%~~21.6% for the ~~three~~six months ended June 30, 2022 as compared to 21.5% for the same six month ~~periods ended March 31,~~period in 2021. The increase in the tax rate in the first six months of 2022 ~~and 2021.~~

~~On April 7, 2021, the~~was primarily related to an increase in accruals for New York State ~~Legislature approved comprehensive tax legislation as part~~related taxes and the timing of ~~the State’s 2022 Fiscal Year budget. The legislation includes increased taxes on businesses and high-income individuals among other tax law revisions. Other provisions include amendments~~certain potential deductions related to the real estate transfer tax. The legislation increases the corporate franchise tax rate to 7.25% from 6.5% for tax years beginning on or after January 1, 2021 and before January 1, 2024 for taxpayers with a business income base greater than $5.0 million. In addition, the previously scheduled phase-out of the capital base tax has been delayed. The rate of the capital base was to have been reduced to 0% starting in 2021. The legislation imposes the tax at the rate of 0.1875% for tax years beginning on or after January 1, 2021 and before January 1, 2024, with the 0% rate to take effect in 2024. Management continues to evaluate the impact of this amended New York State taxable income.

The Company’s tax ~~legislation on~~liability is a function of the ~~Company’s financial condition and results of operations and has incorporated these analyses into the recorded effective~~21% statutory federal tax rate, ~~for~~ the ~~three months ended March 31, 2022.~~

~~The Company’s effective tax rate~~level of ~~21% is due primarily to increased~~ pretax income, the varying effects of New York State income taxes, and is partially ~~offset~~reduced by tax-exempt income from specific types of investment securities and loans, bank owned life insurance, and, to a much lesser degree, the utilization of low income housing tax credits. Other variances from the federal statutory federal tax rate are due to the effects of transitional adjustments related to state income taxes. In addition, the tax effects of certain incentive stock option activity may reduce the Company’s effective tax rate on a sporadic basis.

Basic and diluted earnings per Voting share were ~~$0.49~~$0.54 per share for the ~~first~~second quarter of 2022, as compared to ~~$0.36~~$0.50 per basic and diluted Voting share for the same quarter of 2021. Basic and diluted earnings per Series A Non-Voting share were $0.54 per share for the second quarter of 2022, as compared to $0.51 per basic and diluted Series A Non-Voting share for the same quarter of 2021.

Basic and diluted earnings per Voting and Series A Non-Voting share were $1.03 for the six month period ended June 30, 2022, as compared to $0.87 for the same prior year period. The increase in earnings per share between these two periods was due to the increase in net income between these two time periods. Further information on earnings per share can be found in Note 3 of this Form 10-Q.

Total assets increased ~~$43.2~~$77.9 million, or ~~3.4%~~6.1%, to ~~$1.33~~$1.36 billion at ~~March 31,~~June 30, 2022 as compared to $1.29 billion at December 31, 2021. This increase was due primarily to increases in loans and investment securities.

Loans totaled ~~$855.6~~$866.3 million at June 30, 2022, an increase of ~~$23.1~~$33.8 million compared to $832.5 million at December 31, ~~2021. Primarily~~2021, primarily due to increases of ~~$14.4~~$32.0 million in commercial real estate loans and ~~$14.0~~$15.8 million in commercial business loans.

Investment securities increased ~~$14.5~~$33.1 million, or ~~4.1%~~9.3%, to ~~$370.9~~$389.5 million at ~~March 31,~~June 30, 2022, as compared to $356.4 million at December 31, 2021, due principally to purchases of securities during the first ~~three~~six months of 2022, that were ~~only~~ partially offset by sales and redemptions of securities and unrealized losses in the portion of the investment portfolio characterized as ~~available-for-sale.~~ available-for-sale as a result of the increase in market interest rates during the first half of 2022.

Total liabilities increased ~~$44.4~~$80.4 million, or ~~3.8%~~6.8%, to ~~$1.22~~$1.25 billion at ~~March 31,~~June 30, 2022, compared to $1.17 billion at December 31, 2021. Deposits increased ~~$58.7~~$82.5 million, or ~~5.6%~~7.8%, to ~~$1.11~~$1.14 billion at ~~March 31,~~June 30, 2022, compared to $1.06

billion at December 31, 2021. Interest-bearing deposits were the primary driver of growth between the comparable ~~periods~~dates and totaled ~~$909.3~~$945.0 million at ~~March 31,~~June 30, 2022, an increase of ~~$45.9~~$81.6 million, or ~~5.3%~~9.4% from the 2021 ~~year-end.~~year end.

Borrowed funds balances from the FHLB-NY decreased ~~$14.6~~$1.4 million, or ~~18.9%~~1.8%, to ~~$62.5~~$75.7 million at ~~March 31,~~June 30, 2022 from $77.1 million at December 31, 2021 as the Bank primarily used net incoming deposit cash flows to repay borrowings at their scheduled maturity dates.

The Company’s shareholders’ equity, exclusive of the noncontrolling interest, decreased ~~$1.2~~$2.6 million, or ~~1.1%~~2.3%, to ~~$109.1~~$107.7 million at ~~March 31,~~June 30, 2022, from $110.3 million at December 31, 2021. This decrease was principally due to ~~a $3.8~~an $8.1 million increase in accumulated other comprehensive loss. Partially offsetting this increase in in accumulated other comprehensive loss was an increase in retained earnings of ~~$2.4~~$5.2 million, or ~~3.9%~~8.4%, to ~~$63.4~~$66.1 million at ~~March 31,~~June 30, 2022, from $60.9 million at December 31, 2021. ~~Comprehensive~~

The $8.1 million tax-effected increase in accumulated other comprehensive loss ~~increased~~from December 31, 2021 to June 30, 2022, was primarily asdue to the ~~result of increases~~decline in the ~~unrealized losses on~~fair value of the ~~available-for sale~~Company's available-for-sale investment securities portfolio during that period. The available-for-sale investment securities portfolio, with an aggregate amortized historical cost of $190.0 million, had an aggregate fair value that exceeded its aggregate amortized historical cost by $579,000, or 0.30%, at December 31, 2021. The available-for-sale investment securities portfolio, with an aggregate amortized historical cost of $214.4 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $11.4 million, or 5.32%, at June 30, 2022. The resultant $12.0 million total decline in the ~~three~~fair value of the available-for-sale investment portfolio's aggregate fair value relative to its aggregate amortized historical cost, in the six months ended ~~March 31,~~June 30, 2022, ~~as a result of increases~~was due to the significant increase in ~~market~~general interest ~~rates.~~rates that occurred in that period and did not represent any other-than-temporary impairment within the portfolio at June 30, 2022.

Capital adequacy is evaluated primarily by the use of ratios which measure capital against total assets, as well as against total assets that are weighted based on defined risk characteristics. The Company’s goal is to maintain a strong capital position, consistent with the risk profile of its banking operations. This strong capital position serves to support growth and expansion activities while at the same time exceeding regulatory standards. At ~~March 31,~~June 30, 2022, the Bank met the regulatory definition of a “well-capitalized” institution, i.e. a leverage capital ratio exceeding 5%, a Tier 1 risk-based capital ratio exceeding 8%, Tier 1 common equity exceeding 6.5%, and a total risk-based capital ratio exceeding 10%.

In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements. The buffer is separate from the capital ratios required under the Prompt Corrective Actions (“PCA”) standards. In order to avoid these restrictions, the capital conservation buffer effectively increases the minimum levels of the following capital to risk-weighted assets ratios: (1) Core Capital, (2) Total Capital and (3) Common Equity. At ~~March 31,~~June 30, 2022, the Bank exceeded all regulatory required minimum capital ratios, including the capital buffer requirements.

As a result of the Economic Growth, Regulatory Relief, and Consumer Protection Act, the federal banking agencies developed a “Community Bank Leverage Ratio” (the ratio of a bank's tier 1 capital to average total consolidated assets) for financial institutions with assets of less than $10 billion. A “qualifying community bank” that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well capitalized” under Prompt Corrective Action statutes. The federal banking agencies may consider a financial institution's risk profile when evaluating whether it qualifies as a community bank for purposes of the capital ratio requirement. The federal banking agencies have set the Community Bank Leverage Ratio at 9%. A financial institution can elect to be subject to this new definition. The Bank did not elect to become subject to the Community Bank Leverage Ratio.

Pathfinder Bank’s capital amounts and ratios as of the indicated dates are presented in the following table:

Regulation G, a rule adopted by the Securities and Exchange Commission (SEC), applies to certain SEC filings, including earnings releases, made by registered companies that contain “non-GAAP financial measures.” GAAP is generally accepted accounting principles in the United States of America. Under Regulation G, companies making public disclosures containing non-GAAP financial measures must also disclose, along with each non-GAAP financial measure, certain additional information, including a reconciliation of the non-GAAP financial measure to the closest comparable GAAP financial measure (if a comparable GAAP measure exists) and a statement of the Company’s reasons for utilizing the non-GAAP financial measure as part of its financial disclosures. The SEC has exempted from the definition of “non-GAAP financial measures” certain commonly used financial measures that are not based on GAAP. When these exempted measures are included in public disclosures, supplemental information is not required. Financial institutions like the Company and its subsidiary bank are subject to an array of bank regulatory capital measures that are financial in nature but are not based on GAAP. The Company follows industry practice in disclosing its financial condition under these various regulatory capital measures, including period-end regulatory capital ratios for its subsidiary bank, in its periodic reports filed with the SEC. The Company provides, below, an explanation of the calculations, as supplemental information, for non-GAAP measures included in the consolidated annual financial statements. In addition, the Company provides a reconciliation of its subsidiary bank’s disclosed regulatory capital measures, below.

The following table represents information concerning the aggregate amount of non-accrual loans at the indicated dates:

Nonperforming assets include nonaccrual loans, nonaccrual troubled debt restructurings (“TDR”), and foreclosed real estate (‘‘FRE”). The Company generally places a loan on nonaccrual status and ceases accruing interest when loan payment performance is deemed unsatisfactory and the loan is past due 90 days or more. There are no loans that are past due 90 days or more and still accruing interest. Loans are considered modified in a TDR when, due to a borrower’s

financial difficulties, the Company makes a concession(s) to the borrower that it would not otherwise consider. These modifications may include, among others, an extension of the term of the loan, and granting a period when interest-only payments can be made, with the principal payments made over the remaining term of the loan or at maturity. TDRs are included in the above table

within the categories of nonaccrual loans or accruing TDRs. There ~~was one~~were five TDR ~~loan~~loans in nonaccrual status at ~~March 31, 2022.~~ June 30, 2022 totaling $1.7 million.

Pursuant to the CARES Act, financial institutions had the option to temporarily suspend certain requirements under U.S. generally accepted accounting principles related to troubled debt restructurings for a limited period of time to account for the effects of COVID-19. This provision allows a financial institution the option to not apply the guidance on accounting for troubled debt restructurings to loan modifications, such as extensions or deferrals, related to COVID-19 made between March 1, 2020 and January 1, 2022. The relief can only be applied to modifications for borrowers that were not more than 30 days past due as of December 31, 2019. The Bank elected to adopt these provisions of the CARES Act.

As indicated in the table above, nonperforming assets at ~~March 31,~~June 30, 2022 were ~~$7.9~~$11.9 million and were ~~$344,000 lower~~$3.6 million higher than the $8.3 million reported at December 31, 2021 and ~~$13.4~~$4.1 million lower than the reported ~~$21.3~~$16.0 million at ~~March 31,~~June 30, 2021. The ~~decrease~~increase at ~~March 31, 2021~~June 30, 2022 was due primarily to ~~a decrease~~an increase in commercial and commercial real estate loans of ~~$12.3~~$2.2 million, ~~and~~primarily the result of the addition of a ~~decrease~~single commercial loan relationship in the amount of ~~$1.8~~$2.6 million as well as a net increase in ~~residential mortgage loans. This decrease was partially offset by an increase~~the balances of ~~$681,000 in nonperforming consumer loans.~~certain other smaller balance loan categories.

Fair values for commercial FRE are initially recorded based on market value evaluations by third parties, less costs to sell (“initial cost basis”). On a prospective basis, residential FRE assets will be initially recorded at the lower of the net amount of loan receivable or the real estate’s fair value less costs to sell. Any write-downs required when the related loan receivable is exchanged for the underlying real estate collateral at the time of transfer to FRE are charged to the allowance for loan losses. Values are derived from appraisals, similar to impaired loans, of underlying collateral or discounted cash flow analysis. Subsequent to foreclosure, valuations are updated periodically and assets are marked to current fair value, not to exceed the initial cost basis for the FRE property.

The allowance for loan losses represents management’s estimate of the probable losses inherent in the loan portfolio as of the date of the statement of condition. The allowance for loan losses was ~~$13.0~~$13.1 million and $12.9 million at ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. The ratio of the allowance for loan losses to total loans decreased 34 basis points to ~~1.52%~~1.51% at ~~March 31,~~June 30, 2022 from 1.55% at December 31, 2021. Management performs a quarterly evaluation of the allowance for loan losses based on quantitative and qualitative factors and has determined that the current level of the allowance for loan losses is adequate to absorb the losses in the loan portfolio as of ~~March 31,~~June 30, 2022.

The Company considers a loan impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan. The measurement of impaired loans is generally based upon the fair value of the collateral, with a portion of the impaired loans measured based upon the present value of future cash flows discounted at the historical effective interest rate. A specific reserve is established for an impaired loan if its carrying value exceeds its estimated fair value. The estimated fair values of the majority of the Company’s impaired loans are measured based on the estimated fair value of the loan’s collateral. For loans secured by real estate, estimated fair values are determined primarily through third-party appraisals or broker price opinions. When a loan is determined to be impaired, the Bank will reevaluate the collateral which secures the loan. For real estate, the Company will obtain a new appraisal or broker’s opinion whichever is considered to provide the most accurate value in the event of sale. An evaluation of equipment held as collateral will be obtained from a firm able to provide such an evaluation. Collateral will be inspected not less than annually for all impaired loans and will be reevaluated not less than every two years. Appraised values and broker opinion values are discounted due to the market’s perception of a reduced price of Bank-owned property and the Bank’s desire to sell the property more quickly to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property.

At ~~March 31,~~June 30, 2022 and December 31, 2021, the Company had ~~$11.2~~$10.8 million and $11.4 million in loans, respectively, which were deemed to be impaired, having established specific reserves of ~~$2.0~~$1.8 million and $1.9 million, respectively, on these loans. The $600,000 decrease in impaired loans between these two dates was primarily driven by a decrease in impaired commercial real estate loans.

Management has identified potential credit problems which may result in the borrowers not being able to comply with the current loan repayment terms and which may result in those loans being included in future impaired loan reporting. Potential problem loans totaled ~~$42.4~~$43.5 million as of ~~March 31,~~June 30, 2022, a decrease of ~~$1.3 million,~~$192,000, or ~~3.0%~~0.4%, as compared to $43.7 million at December 31, 2021. These loans have been internally classified as special mention, substandard, or doubtful, yet are not currently considered impaired.

Appraisals are obtained at the time a real estate secured loan is originated. For commercial real estate held as collateral, the property is inspected every two years.

In the normal course of business, the Bank sells residential mortgage loans and has infrequently sold participation interests in commercial loans. As is typical in the industry, the Bank makes certain representations and warranties to the buyers of these loans or loan participations. The Bank maintains a quality control program for closed loans and considers the risks and uncertainties associated with potential repurchase requirements to be minimal.

The future performance of the Company’s loan portfolios with respect to credit losses will be highly dependent upon the ~~cour~~secourse and duration, both nationally and within the Company’s market area, of the public health and economic factors related to the pandemic, as well as the concentrations in the Company’s loan portfolio. Concentrations of loans within a portfolio that are made to a single borrower, to a related group of borrowers, or to a limited number of industries, are generally considered to be additional risk factors in estimating future credit losses. Therefore, the Company monitors all of its credit relationships to ensure that the total loan amounts extended to one borrower, or to a related group of borrowers, does not exceed the maximum permissible levels defined by applicable regulation or the Company’s generally more restrictive internal policy limits.

Liquidity management involves the Company’s ability to generate cash or otherwise obtain funds at reasonable rates to support asset growth, meet deposit withdrawals, maintain reserve requirements, and otherwise operate the Company on an ongoing basis. The Company's primary sources of funds are deposits, borrowed funds, amortization and prepayment of loans and maturities of investment securities and other short-term investments, and earnings and funds provided from operations. While scheduled principal repayments on loans are a relatively predictable source of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. The Company manages the pricing of deposits to maintain a desired deposit composition and balance. In addition, the Company invests excess funds in short-term interest-earning and other assets, which provide liquidity to meet lending requirements.

The Company's liquidity has been enhanced by its ability to borrow from the Federal Home Loan Bank of New York (“FHLBNY”), whose competitive advance programs and lines of credit provide the Company with a safe, reliable, and convenient source of funds. A significant decrease in deposits in the future could result in the Company having to seek other sources of funds for liquidity purposes. Such sources could include, but are not limited to, additional borrowings, brokered deposits, negotiated time deposits, the sale of "available-for-sale" investment securities, the sale of securitized loans, or the sale of whole loans. Such actions could result in higher interest expense and/or losses on the sale of securities or loans.

Through the first ~~three~~six months of 2022, as indicated in the consolidated statement of cash flows, the Company reported net cash flow from operating activities of ~~$4.1~~$7.0 million and net cash outflow of ~~$47.8~~$86.2 million related to investing activities. The net cash outflow from investing activities primarily was due to a ~~$23.8~~$50.7 million increase in net investment activity, a ~~$23.4~~$34.4 million increase in net loan activity and a ~~$635,000~~$1.1 million net increase in all other investing activities in aggregate. The Company reported net cash flows from financing activities of ~~$43.8~~$80.3 million generated principally by increased customer and brokered deposit balances of ~~$58.8~~$82.5 million, partially offset by a ~~$14.6~~$1.4 million decrease in net borrowings, and an aggregate decrease in net cash of ~~$384,000~~$802,000 from all other financing sources, including dividends paid to common voting and non-voting shareholders and warrants of ~~$428,000.~~$977,000.

The Company has a number of existing credit facilities available to it. At ~~March 31,~~June 30, 2022, total credit available to the Company under the existing lines of credit was approximately ~~$146.9~~$139.2 million at FHLBNY, the Federal Reserve Bank, and two other correspondent banks. As of ~~March 31,~~June 30, 2022, the Company had ~~$62.5~~$75.7 million of the available lines of credit utilized on its existing lines of credit with ~~$84.4~~$63.5 million available.

The Asset Liability Management Committee of the Company is responsible for implementing the policies and guidelines for the maintenance of prudent levels of liquidity. As of ~~March 31,~~June 30, 2022, management reported to the Board of Directors that the Company is in compliance with its liquidity policy guidelines.

The Company is also 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. At ~~March 31,~~June 30, 2022, the Company had ~~$237.2~~$244.9 million in outstanding commitments to extend credit and standby letters of credit.

A smaller reporting company is not required to provide the information relating to this item.

Under the supervision and with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”) (the Company’s principal executive officer and principal financial officer), management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~March 31,~~June 30, 2022. The term “disclosure controls and procedures,” under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as of ~~March 31,~~June 30, 2022, our CEO and CFO concluded that our disclosure controls and procedures were effective as of that date.

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

At ~~March 31,~~June 30, 2022, the Company is not currently a named party in a legal proceeding, the outcome of which would have a material and adverse effect on the financial condition or results of operations of the Company.

A smaller reporting company is not required to provide the information relating to this item.

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	PBHC	The NASDAQ Stock Market LLC


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


PART I - FINANCIAL INFORMATION		PAGE NO.

Item 1.	Consolidated Financial Statements (Unaudited)	3
	Consolidated Statements of Condition	3
	Consolidated Statements of Income	4
	Consolidated Statements of Comprehensive (Loss) Income	5
	Consolidated Statements of Changes in Shareholders' Equity	6
	Consolidated Statements of Cash Flows	78
	Notes to Consolidated Financial Statements	910

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations (Unaudited)	4748

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6569

Item 4.	Controls and Procedures	6569

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	6670
Item 1A.	Risk ~~Factors~~Factor	6670
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6670
Item 3.	Defaults upon Senior Securities	6670
Item 4.	Mine Safety Disclosures	6670
Item 5.	Other information	6670
Item 6.	Exhibits	6670

SIGNATURES		6771


	March 31,			December 31,			June 30,			December 31,
(In thousands, except share and per share data)	2022			2021			2022			2021
ASSETS:
Cash and due from banks (including restricted balances of $1,600 and $1,600, respectively)	$	13,734		$	13,856
Interest-earning deposits		23,450			23,293
Cash and due from banks (including restricted balances of $1,600 and $1,600, respectively)							$	14,766		$	13,856
Interest-earning deposits (including restricted balances of $0 and $0, respectively)								23,521			23,293
Total cash and cash equivalents		37,184			37,149			38,287			37,149
Available-for-sale securities, at fair value		198,130			190,598			203,167			190,598
Held-to-maturity securities, at amortized cost (fair value of $164,791 and $162,805, respectively)		167,997			160,923
Held-to-maturity securities, at amortized cost (fair value of $174,558 and $162,805, respectively)								181,532			160,923
Marketable equity securities, at fair value		1,230			677			677			677
Federal Home Loan Bank stock, at cost		3,533			4,189			4,169			4,189
Loans		854,922			831,946			866,289			831,946
Loans held-for-sale		679			513			0			513
Less: Allowance for loan losses		13,017			12,935			13,078			12,935
Loans receivable, net		842,584			819,524			853,211			819,524
Premises and equipment, net		21,910			21,659			21,968			21,659
Operating lease right-of-use assets		2,102			2,136			2,067			2,136
Accrued interest receivable		4,740			4,520			4,812			4,520
Foreclosed real estate								221			0
Intangible assets, net		112			117			108			117
Goodwill		4,536			4,536			4,536			4,536
Bank owned life insurance		23,585			23,423			23,707			23,423
Other assets		20,773			15,726			24,623			15,726
Total assets	$	1,328,416		$	1,285,177		$	1,363,085		$	1,285,177

LIABILITIES AND SHAREHOLDERS' EQUITY:
Deposits:
Interest-bearing	$	909,345		$	863,488		$	945,017		$	863,448
Noninterest-bearing		204,732			191,858			192,827			191,858
Total deposits		1,114,077			1,055,346			1,137,844			1,055,346
Short-term borrowings		2,500			12,500			15,700			12,500
Long-term borrowings		60,021			64,598			60,021			64,598
Subordinated loans		29,604			29,563
Subordinated debt								29,646			29,563
Accrued interest payable		122			106			186			106
Operating lease liabilities		2,409			2,440			2,379			2,440
Other liabilities		10,237			9,991			9,181			9,991
Total liabilities		1,218,970			1,174,544			1,254,957			1,174,544
Shareholders' equity:
Voting common stock, par value $0.01; 25,000,000 authorized shares; 4,603,184 and 4,603,184 shares issued and outstanding, respectively		46			46
Non-Voting common stock, par value $0.01; 1,505,283 authorized shares; 1,380,283 and 1,380,283 shares issued and outstanding, respectively		14			14
Voting common stock, par value $0.01; 25,000,000 authorized shares; 4,618,896 and 4,603,184 shares issued and outstanding, respectively								46			46
Non-Voting common stock, par value $0.01; 1,505,283 authorized shares; 1,380,283 and 1,380,283 shares issued and outstanding, respectively								14			14
Additional paid in capital		51,151			51,044			51,388			51,044
Retained earnings		63,352			60,946			66,077			60,946
Accumulated other comprehensive loss		(5,058	)		(1,268	)		(9,399	)		(1,268	)
Unearned ESOP		(450	)		(495	)		(405	)		(495	)
Total Pathfinder Bancorp, Inc. shareholders' equity		109,055			110,287			107,721			110,287
Noncontrolling interest		391			346			407			346
Total equity		109,446			110,633			108,128			110,633
Total liabilities and shareholders' equity	$	1,328,416		$	1,285,177		$	1,363,085		$	1,285,177


	For the three months ended						For the three months ended						For the six months ended
(In thousands)	March 31, 2022			March 31, 2021			June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Net Income	$	2,995		$	2,192		$	3,288		$	3,024		$	6,283		$	5,216

Other Comprehensive Income (Loss)
Retirement Plans:
Retirement plan net losses recognized in plan expenses		1			26			1			26			1			53
Net unrealized gain (loss) on retirement plans								1			26			1			53

Unrealized holding (losses) gains on available-for-sale securities:
Unrealized holding (losses) gains arising during the period		(5,782	)		366			(6,172	)		597			(11,953	)		963
Reclassification adjustment for net gains included in net income								(26	)		0			(25	)		0
Net unrealized (losses) gains on available-for-sale securities		(5,782	)		366			(6,198	)		597			(11,978	)		963

Derivatives and hedging activities:
Unrealized holding gains arising during the period		650			234			321			93			971			327
Net unrealized gains on derivatives and hedging activities		650			234			321			93			971			327

Accretion of net unrealized loss on securities transferred to held-to- maturity		-			7
Accretion of net unrealized loss on securities transferred to held-to-maturity								0			6			0			13

Other comprehensive (loss) income, before tax		(5,131	)		633			(5,876	)		722			(11,006	)		1,356
Tax effect		1,341			(165	)		1,535			(189	)		2,875			(355	)
Other comprehensive (loss) income, net of tax		(3,790	)		468			(4,341	)		533			(8,131	)		1,001
Comprehensive (loss) income	$	(795	)	$	2,660		$	(1,053	)	$	3,557		$	(1,848	)	$	6,217
Comprehensive income, attributable to noncontrolling interest	$	45		$	38		$	16		$	15		$	61		$	53
Comprehensive (loss) income attributable to Pathfinder Bancorp, Inc.	$	(840	)	$	2,622		$	(1,069	)	$	3,542		$	(1,909	)	$	6,164



Tax Effect Allocated to Each Component of Other Comprehensive Income (Loss)
Retirement plan net losses recognized in plan expenses	$	-		$	(7	)	$	0		$	(7	)	$	0		$	(15	)
Unrealized holding gains (losses) on available-for-sale securities arising during the period		1,511			(95	)		1,613			(156	)		3,123			(251	)
Reclassification adjustment for net gains included in net income								6			0			6			0
Unrealized gains on derivatives and hedging arising during the period		(170	)		(61	)		(84	)		(24	)		(254	)		(85	)
Accretion of net unrealized loss on securities transferred to held-to- maturity		-			(2	)
Accretion of net unrealized loss on securities transferred to held-to-maturity								0			(2	)		0			(4	)
Income tax effect related to other comprehensive income (loss)	$	1,341		$	(165	)	$	1,535		$	(189	)	$	2,875		$	(355	)


Pathfinder Bancorp, Inc.	Pathfinder Bancorp, Inc.																							Pathfinder Bancorp, Inc.
Consolidated Statements of Changes in Shareholders' Equity	Consolidated Statements of Changes in Shareholders' Equity																							Consolidated Statements of Changes in Shareholders' Equity
Three months ended March 31, 2022 and March 31, 2021
Three months ended June 30, 2022 and June 30, 2021																								Three months ended June 30, 2022 and June 30, 2021
(Unaudited)	(Unaudited)																							(Unaudited)




(In thousands, except share and per share data)		Preferred Stock		Common Stock		Non-Voting Common Stock		Additional Paid in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Unearned ESOP			Non-controlling Interest		Total				Preferred Stock			Common Stock		Non-Voting Common Stock		Additional Paid in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Unearned ESOP			Non-controlling Interest			Total
Balance, January 1, 2022		$	-	$	46	$	14	$	51,044	$	60,946		$	(1,268	)	$	(495	)	$	346	$	110,633
Balance, March 31, 2022																									$	-		$	46	$	14	$	51,151	$	63,352		$	(5,058	)	$	(450	)	$	391		$	109,446
Net income			-		-		-		-		2,950			-			-			45		2,995				-			-		-		-		3,272			-			-			16			3,288
Other comprehensive income, net of tax			-		-		-		-		-			(3,790	)		-			-		(3,790	)			-			-		-		-		-			(4,341	)		-			-			(4,341	)
ESOP shares earned (6,111 shares)			-		-		-		63		-			-			45			-		108
Stock based compensation			-		-		-		44		-			-			-			-		44
Common stock dividends declared ($0.09 per share)			-		-		-		-		(409	)		-			-			-		(409	)
Non-Voting common stock dividends declared ($0.09 per share)			-		-		-		-		(124	)		-			-			-		(124	)
Warrant dividends declared ($0.09 per share)			-		-		-		-		(11	)		-			-			-		(11	)
Balance, March 31, 2022		$	-	$	46	$	14	$	51,151	$	63,352		$	(5,058	)	$	(450	)	$	391	$	109,446

Balance, January 1, 2021		$	14	$	45	$	-	$	50,024	$	50,284		$	(2,236	)	$	(675	)	$	266	$	97,722
Net income			-		-				-		2,154			-			-			38		2,192
Other comprehensive income, net of tax			-		-		-		-		-			468			-			-		468
ESOP shares earned (6,111 shares)			-		-		-		37		-			-			45			-		82
ESOP shares earned (6,111 shares)																										-			-		-		77		-			-			45			-			122
Stock based compensation			-		-		-		93		-			-			-			-		93				-			-		-		46		-			-			-			-			46
Stock options exercised			-		-		-		104		-			-			-			-		104				-			-		-		114		-			-			-			-			114
Common stock dividends declared ($0.07 per share)			-		-		-		-		(312	)		-			-			-		(312	)
Preferred stock dividends declared ($0.07 per share)			-		-		-		-		(97	)		-			-			-		(97	)
Warrant dividends declared ($0.07 per share)			-		-		-		-		(9	)		-			-			-		(9	)
Common stock dividends declared ($0.09 per share)																										-			-		-		-		(411	)		-			-			-			(411	)
Non-Voting common stock dividends declared ($0.09 per share)																										-			-		-		-		(124	)		-			-			-			(124	)
Warrant dividends declared ($0.09 per share)																										-			-		-		-		(12	)		-			-			-			(12	)
Balance, June 30, 2022																									$	-		$	46	$	14	$	51,388	$	66,077		$	(9,399	)	$	(405	)	$	407		$	108,128

Balance, March 31, 2021		$	14	$	45	$	-	$	50,258	$	52,020		$	(1,768	)	$	(630	)	$	304	$	100,243			$	14		$	45	$	-	$	50,258	$	52,020		$	(1,768	)	$	(630	)	$	304		$	100,243
Net income																										-			-		-		-		3,009			-			-			15			3,024
Conversion of Preferred stock to Non-Voting common stock																										(14	)		-		14		-		-			-			-			-			-
Other comprehensive income, net of tax																										-			-		-		-		-			533			-			-			533
ESOP shares earned (6,111 shares)																										-			-		-		47		-			-			45			-			92
Stock based compensation																										-			-		-		55		-			-			-			-			55
Stock options exercised																										-			-		-		58		-			-			-			-			58
Common stock dividends declared ($0.07 per share)																										-			-		-		-		(314	)		-			-			-			(314	)
Non-Voting common stock dividends declared ($0.07 per share)																										-			-		-		-		(97	)		-			-			-			(97	)
Warrant dividends declared ($0.07 per share)																										-			-		-		-		(8	)		-			-			-			(8	)
Cumulative effect of affiliate capital allocation																										-			-		-		33		(65	)		-			-			32			-
Distributions from affiliates																										-			-		-		-		-			-			-			(54	)		(54	)
Balance, June 30, 2021																									$	-		$	45	$	14	$	50,451	$	54,545		$	(1,235	)	$	(585	)	$	297		$	103,532


Pathfinder Bancorp, Inc.
Consolidated Statements of Changes in Shareholders' Equity
Six months ended June 30, 2022 and June 30, 2021
(Unaudited)
(In thousands, except share and per share data)	Preferred Stock		Common Stock		Non-Voting Common Stock		Additional Paid in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Unearned ESOP			Non-controlling Interest			Total
Balance, January 1, 2022	$	-	$	46	$	14	$	51,044	$	60,946		$	(1,268	)	$	(495	)	$	346		$	110,633
Net income		-		-		-		-		6,222			-			-			61			6,283
Other comprehensive income, net of tax		-		-		-		-		-			(8,131	)		-			-			(8,131	)
ESOP shares earned (12,221 shares)		-		-		-		140		-			-			90			-			230
Stock based compensation		-		-		-		90		-			-			-			-			90
Stock options exercised		-		-		-		114		-			-			-			-			114
Common stock dividends declared ($0.18 per share)		-		-		-		-		(820	)		-			-			-			(820	)
Non-Voting common stock dividends declared ($0.18 per share)		-		-		-		-		(248	)		-			-			-			(248	)
Warrant dividends declared ($0.18 per share)		-		-		-		-		(23	)		-			-			-			(23	)
Balance, June 30, 2022	$	-	$	46	$	14	$	51,388	$	66,077		$	(9,399	)	$	(405	)	$	407		$	108,128

Balance, January 1, 2021	$	14	$	45	$	-	$	50,024	$	50,284		$	(2,236	)	$	(675	)	$	266		$	97,722
Net income		-		-		-		-		5,163			-			-			53			5,216
ESOP shares earned (12,221 shares)		-		-		-		84		-			-			90			-			174
Common stock dividends declared ($0.14 per share)		-		-		-		-		(626	)		-			-			-			(626	)
Non-Voting common stock dividends declared ($0.07 per share)		-		-		-		-		(97	)		-			-			-			(97	)
Preferred stock dividends declared ($0.07 per share)		-		-		-		-		(97	)		-			-			-			(97	)
Warrant dividends declared ($0.14 per share)		-		-		-		-		(17	)		-			-			-			(17	)
Cumulative effect of affiliate capital allocation		-		-		-		33		(65	)		-			-			32			-
Distributions from affiliates		-		-		-		-		-			-			-			(54	)		(54	)
Balance, June 30, 2021	$	-	$	45	$	14	$	50,451	$	54,545		$	(1,235	)	$	(585	)	$	297		$	103,532


Payments on sub-debt borrowings								0			(10,000	)
Proceeds from exercise of stock options								114			162
Cash dividends paid to common voting shareholders		(322	)		(271	)		(737	)		(589	)
Cash dividends paid to common non-voting shareholders		(97	)		0			(221	)		0
Cash dividends paid to preferred shareholders		0			(83	)		0			(180	)
Cash dividends paid on warrants		(9	)		(8	)		(20	)		(17	)
Change in noncontrolling interest, net		45			38			61			31
Net cash flows from financing activities		43,771			77,232			80,319			26,854
Change in cash and cash equivalents		35			8,705			1,138			(2,310	)
Cash and cash equivalents at beginning of period		37,149			43,464			37,149			43,464
Cash and cash equivalents at end of period	$	37,184		$	52,169		$	38,287		$	41,154
CASH PAID DURING THE PERIOD FOR:
Interest	$	1,499		$	2,383		$	3,163		$	4,282
Income taxes		0			5			1,818			755
NON-CASH INVESTING ACTIVITY
Real estate acquired in exchange for loans								252			0
RESTRICTED CASH
Collateral deposits for hedge position included in cash and due from banks		1,600			1,600			1,600			1,600


(Dollars in thousands)	Number of properties		June 30, 2022		Number of properties		December 31, 2021
Foreclosed real estate		2	$	221		0	$	0


	March 31, 2022										June 30, 2022
								Total Fair										Total Fair
(In thousands)	Level 1		Level 2			Level 3		Value			Level 1		Level 2			Level 3		Value
Available-for-Sale Portfolio
Debt investment securities:
US Treasury, agencies and GSEs	$	-	$	30,022		$	-	$	30,022		$	-	$	34,249		$	-	$	34,249
State and political subdivisions		-		42,871			-		42,871			-		44,321			-		44,321
Corporate		-		10,374			-		10,374			-		10,077			-		10,077
Asset backed securities		-		15,537			-		15,537			-		16,527			-		16,527
Residential mortgage-backed - US agency		-		22,040			-		22,040			-		20,408			-		20,408
Collateralized mortgage obligations - US agency		-		11,115			-		11,115			-		9,400			-		9,400
Collateralized mortgage obligations - Private label		-		61,313			-		61,313			-		63,147			-		63,147
Total				193,272					193,272					198,129					198,129
Equity investment securities:
Common stock - financial services industry												206		-			-		206
Other Securities:
Corporate measured at NAV		-		-			-		4,652			-		-			-		4,832
Total available-for-sale securities	$	-	$	193,272		$	-	$	197,924		$	206	$	198,129		$	-	$	203,167

Private equity securities											$	-	$	677		$	-	$	677
Marketable equity securities measured at NAV	$	1,230	$	-		$	-	$	1,230		$	-	$	-		$	-	$	-

Interest rate swap derivative fair value hedges	$	-	$	(894	)	$	-	$	(894	)	$	-	$	(7,063	)	$	-	$	(7,063	)

Interest rate swap derivative cash flow hedges	$	-	$	262		$	-	$	262		$	-	$	584		$	-	$	584


		Quantitative Information about Level 3 Fair Value Measurements
	Valuation	Unobservable	Range
	Techniques	~~Input~~	~~(Weighted Avg.)~~
~~At March 31, 2022~~
~~Impaired loans~~	~~Appraisal of collateral~~	~~Appraisal Adjustments~~	~~5% - 30% (17%~~Input	(Weighted Avg.)
	~~(Sales Approach)~~	~~Costs to Sell~~At June 30, 2022	7%
Impaired loans	Appraisal of collateral	Appraisal Adjustments	5% - ~~14% (12%~~30% (18%)
	(Sales Approach)	Costs to Sell	8% - 14% (10%)
	Discounted Cash Flow


(In thousands)	Carrying Amount of the Hedged Assets at June 30, 2022		Cumulative Amount of Fair Value Hedging Gains Included in the Carrying Amount of the Hedged Assets at June 30, 2022			Carrying Amount of the Hedged Assets at December 31, 2021		Cumulative Amount of Fair Value Hedging Gains Included in The Carrying Amount of the Hedged Assets at December 31, 2021
Line item on the balance sheet in which the hedged item is included:
Available-for-sale securities (1)	$	69,123	$	(5,920	)	$	61,808	$	(1,308	)
Loans receivable (2)	$	38,652	$	(1,143	)	$	41,651	$	(152	)


	For the three months ended June 30, 2021
(In thousands)	Retirement Plans			Unrealized Gain on Available-for- Sale Securities		Unrealized Loss on Derivatives and Hedging Activities			Unrealized Loss on Securities Transferred to Held-to-Maturity			Total
Beginning balance	$	(2,074	)	$	1,108	$	(793	)	$	(9	)	$	(1,768	)
Other comprehensive income before reclassifications		0			441		69			4			514
Amounts reclassified from AOCI		19			0		0			0			19
Ending balance	$	(2,055	)	$	1,549	$	(724	)	$	(5	)	$	(1,235	)


		Amount Reclassified						Amount Reclassified
		from AOCI (1)						from AOCI (1)
		(Unaudited)						(Unaudited)
(In thousands)		For the three months ended						For the six months ended
Details about AOCI (1) components	Affected Line Item in the Statement of Income	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Retirement plan items
Retirement plan net losses recognized in plan expenses (2)	Salaries and employee benefits	$	(1	)	$	(26	)	$	(1	)	$	(53	)
Tax effect	Provision for income taxes		0			7			0			15
	Net Income	$	(1	)	$	(19	)	$	(1	)	$	(38	)
Available-for-sale securities
Realized gain on sale of securities	Net gains on sales and redemptions of investment securities	$	26		$	0		$	25		$	0
Tax effect	Provision for income taxes		(6	)		0			(6	)		0
	Net Income	$	20		$	0		$	19		$	0

		Amount Reclassified
		from AOCI ⁽¹⁾
		(Unaudited)
(In thousands)		For the three months ended
Details about AOCI ⁽¹⁾ components	Affected Line Item in the Statement of Income	March 31, 2022			March 31, 2021
Retirement plan items
Retirement plan net losses recognized in plan expenses ⁽²⁾	Salaries and employee benefits	$	(1	)	$	(26	)
Tax effect	Provision for income taxes		0			7
	Net Income	$	(1	)	$	(19	)


	For the three months ended
(In thousands, except lease term and discount rate)	March 31, 2022			March 31, 2021			June 30, 2022			December 31, 2021
Operating Leases:
Operating lease right-of-use assets	$	2,102		$	2,136		$	2,067		$	2,136
Operating lease liabilities	$	2,409		$	2,440		$	2,379		$	2,440

Finance Leases:
Financial Liability	$	599		$	596
Finance Lease Liability							$	601		$	596

Weighted Average Remaining Lease Term:
Operating Leases	18.16 years			18.29 years			18.03 years			18.29 years
Finance Leases	27.17 years			27.42 years			26.92 years			27.42 years

Weighted Average Discount Rate:
Operating Leases		3.73	%		3.73	%		3.74	%		3.73	%
Finance Leases		13.75	%		13.75	%		13.75	%		13.75	%

Three Months Ending March 31, 2022

Twelve Months Ending June 30,
(In thousands)
2023	$	85	$	56
2024		118		118
2025		118		119
2026		126		126
2027		133		133
Thereafter		2,428		2,428
Total minimum lease payments	$	3,008	$	2,980

Unaudited	For the three months ended
(In thousands, except number of loans)	March 31, 2022		March 31, 2021
Number of PPP loans originated in the period		-		421
Funded balance of PPP loans originated in the period	$	-	$	34,487
Number of PPP loans forgiven in the period	93			206
Balance of PPP loans forgiven in the period	$	6,096	$	18,581
Deferred PPP fee income recognized in the period	$	278	$	412

(In thousands, except number of loans)	Number		Balance
Total PPP loans originated since inception		1,177	$	111,721
Total PPP loans forgiven since inception		1,025	$	98,429
Total PPP loans remaining at March 31, 2022		152	$	13,292


	Three months ended March 31,									Three months ended June 30,									Six months ended June 30,
	2022 vs. 2021									2022 vs. 2021									2022 vs. 2021
	Increase/(Decrease) Due to									Increase/(Decrease) Due to									Increase/(Decrease) Due to
							Total									Total									Total
Unaudited							Increase									Increase									Increase
(In thousands)	Volume			Rate			(Decrease)			Volume			Rate			(Decrease)			Volume			Rate			(Decrease)
Interest Income:
Loans	$	(47	)	$	(108	)	$	(155	)	$	519		$	(1,329	)	$	(810	)	$	90		$	(1,055	)	$	(965	)
Taxable investment securities		312			(207	)		105			460			(125	)		335			551			(111	)		440
Tax-exempt investment securities		68			21			89			100			1			101			172			18			190
Interest-earning deposits		-			1			1			(3	)		17			14			(2	)		17			15
Total interest income		333			(293	)		40			1,076			(1,436	)		(360	)		811			(1,131	)		(320	)
Interest Expense:
NOW accounts		8			6			14			32			(28	)		4			18			1			19
Money management accounts		-			-			-
MMDA accounts		116			(125	)		(9	)		23			48			71			52			10			62
Savings and club accounts		9			6			15			6			4			10			15			11			26
Time deposits		(60	)		(522	)		(582	)		151			(246	)		(95	)		(22	)		(657	)		(679	)
Subordinated loans		(137	)		(8	)		(145	)
Subordinated debt											(184	)		206			22			(268	)		145			(123	)
Borrowings		(64	)		(96	)		(160	)		(52	)		(82	)		(134	)		(116	)		(178	)		(294	)
Total interest expense		(128	)		(739	)		(867	)		(24	)		(98	)		(122	)		(321	)		(668	)		(989	)
Net change in net interest income	$	461		$	446		$	907		$	1,100		$	(1,338	)	$	(238	)	$	1,132		$	(463	)	$	669


	Actual					Minimum For Capital Adequacy Purposes					Minimum To Be "Well-Capitalized" Under Prompt Corrective Provisions					Minimum For Capital Adequacy with Buffer					Actual					Minimum For Capital Adequacy Purposes					Minimum To Be "Well-Capitalized" Under Prompt Corrective Provisions					Minimum For Capital Adequacy with Buffer
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
As of March 31, 2022:
As of June 30, 2022:
Total Core Capital (to Risk-Weighted Assets)	$	132,741		15.29	%	$	69,453		8.00	%	$	86,816		10.00	%	$	91,157		10.50	%	$	137,313		14.77	%	$	74,384		8.00	%	$	92,981		10.00	%	$	97,630		10.50	%
Tier 1 Capital (to Risk-Weighted Assets)	$	121,862		14.04	%	$	52,089		6.00	%	$	69,453		8.00	%	$	73,793		8.50	%	$	125,672		13.52	%	$	55,788		6.00	%	$	74,384		8.00	%	$	79,033		8.50	%
Tier 1 Common Equity (to Risk-Weighted Assets)	$	121,862		14.04	%	$	39,067		4.50	%	$	56,430		6.50	%	$	60,771		7.00	%	$	125,672		13.52	%	$	41,841		4.50	%	$	60,437		6.50	%	$	65,086		7.00	%
Tier 1 Capital (to Assets)	$	121,862		9.29	%	$	52,460		4.00	%	$	65,575		5.00	%	$	65,575		5.00	%	$	125,672		9.49	%	$	52,952		4.00	%	$	66,190		5.00	%	$	66,190		5.00	%
As of December 31, 2021
Total Core Capital (to Risk-Weighted Assets)	$	129,166		15.19	%	$	68,013		8.00	%	$	85,016		10.00	%	$	89,266		10.50	%	$	129,166		15.19	%	$	68,013		8.00	%	$	85,016		10.00	%	$	89,266		10.50	%
Tier 1 Capital (to Risk-Weighted Assets)	$	118,511		13.94	%	$	51,009		6.00	%	$	68,013		8.00	%	$	72,263		8.50	%	$	118,511		13.94	%	$	51,009		6.00	%	$	68,013		8.00	%	$	72,263		8.50	%
Tier 1 Common Equity (to Risk-Weighted Assets)	$	118,511		13.94	%	$	38,257		4.50	%	$	55,260		6.50	%	$	59,511		7.00	%	$	118,511		13.94	%	$	38,257		4.50	%	$	55,260		6.50	%	$	59,511		7.00	%
Tier 1 Capital (to Assets)	$	118,511		9.52	%	$	49,804		4.00	%	$	62,255		5.00	%	$	62,255		5.00	%	$	118,511		9.52	%	$	49,804		4.00	%	$	62,255		5.00	%	$	62,255		5.00	%


Period	Total Number of Shares Purchased (1)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
~~January~~July 1, ~~2022~~2020 through ~~January~~July 31, ~~2022~~2020		-	$	-		-		74,292

~~February~~August 1, ~~2022~~2020 through ~~February 28, 2022~~August 31, 2020		-	$	-		-		74,292

~~March~~September 1, ~~2022~~2020 through ~~March 31, 2022~~September 30, 2020		-	$	-		-		74,292


Exhibit No.	Description

31.1	Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer
32	Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer
101	Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Condition, (ii) the Consolidated Statements of Income (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements tagged as blocks of text.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).


~~May 16,~~August 15, 2022	/s/ James A. Dowd
	James A. Dowd
	President and Chief Executive Officer

~~May 16,~~August 15, 2022	~~/s/~~ /s/ Walter F. Rusnak
	Walter F. Rusnak
	Senior Vice President, Chief Financial Officer