UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended September 30, ~~2020~~2021


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

For the transition period from __________ to __________

Commission file number: 001-36706


			CB FINANCIAL SERVICES, INC.
			(Exact name of registrant as specified in its charter)


Pennsylvania						51-0534721
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


100 N. Market Street, Carmichaels, PA						15320
(Address of principal executive offices)						(Zip Code)


			(724) 966-5041
			(Registrant’s telephone number, including area code)


			N/A
			(Former name, former address and former fiscal year, if changed since last report)

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

Common stock, par value $0.4167 per share

CBFV

The Nasdaq Stock Market, LLC

(Title of each class)

(Trading symbol)

(Name of each exchange on which registered)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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


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

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

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

As of November ~~9, 2020,~~5, 2021, the number of shares outstanding of the Registrant’s Common Stock was ~~5,397,892.~~5,296,539.

Table of Contents

FORM 10-Q

INDEX


			Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)			1
Consolidated ~~Statement~~Statements of Financial Condition			1
Consolidated ~~Statement~~Statements of Income (Loss) ~~Income~~			2
Consolidated ~~Statement~~Statements of Comprehensive Income (Loss) ~~Income~~			3
Consolidated Statements of Changes In Stockholders’ Equity			4
Consolidated ~~Statement~~Statements of Cash Flows			6
Notes to the Consolidated Financial Statements (Unaudited)			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			3536
Item 3. Quantitative and Qualitative Disclosure about Market Risk.			52
Item 4. Controls and Procedures.			5354
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.			54
Item 1A. Risk Factors.			54
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			54
Item 3. Defaults Upon Senior Securities.			5455
Item 4. Mine Safety Disclosures.			5455
Item 5. Other Information.			5455
Item 6. Exhibits			5455
SIGNATURES			5556

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

CONSOLIDATED ~~STATEMENT~~STATEMENTS OF FINANCIAL CONDITION

(Unaudited) September 30,
2020 December 31,
2019
(Dollars in thousands, except per share and share data)
ASSETS
Cash and Due From Banks:
Interest Bearing $ 102,400 $ 68,798
Non-Interest Bearing 9,769 11,419
Total Cash and Due From Banks 112,169 80,217
Investment Securities:
Available-for-Sale 158,956 197,385
Loans, Net of Allowance for Loan Losses of $13,780 and $9,867 at September 30, 2020 and December 31, 2019, Respectively 1,037,105 942,629
Premises and Equipment, Net 20,439 22,282
Bank-Owned Life Insurance 24,639 24,222
Goodwill 9,732 28,425
Intangible Assets, Net 8,931 10,527
Accrued Interest and Other Assets 20,905 15,850
TOTAL ASSETS $ 1,392,876 $ 1,321,537
LIABILITIES
Deposits:
Non-Interest Bearing Demand Deposits $ 335,287 $ 267,152
NOW Accounts 245,850 232,099
Money Market Accounts 188,958 182,428
Savings Accounts 232,691 216,924
Time Deposits 196,250 219,756
Total Deposits 1,199,036 1,118,359
Short-Term Borrowings 42,061 30,571
Other Borrowings 11,000 14,000
Accrued Interest and Other Liabilities 7,480 7,510
TOTAL LIABILITIES 1,259,577 1,170,440
STOCKHOLDERS' EQUITY
Preferred Stock, No Par Value; 5,000,000 Shares Authorized 0 0
Common Stock, $0.4167 Par Value; 35,000,000 Shares Authorized, 5,680,993 Shares Issued and 5,398,712 and 5,463,828 Shares Outstanding at September 30, 2020 and December 31, 2019, Respectively 2,367 2,367
Capital Surplus 83,338 82,971
Retained Earnings 49,348 66,955
Treasury Stock, at Cost (282,281 and 217,165 Shares at September 30, 2020 and December 31, 2019, Respectively) (5,825) (3,842)
Accumulated Other Comprehensive Income 4,071 2,646
TOTAL STOCKHOLDERS' EQUITY 133,299 151,097
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,392,876 $ 1,321,537


	(Unaudited) September 30, 2021		December 31, 2020
(Dollars in thousands, except per share and share data)

ASSETS
Cash and Due From Banks:
Interest Bearing	$	131,835	$	145,636
Non-Interest Bearing	41,688		15,275
Total Cash and Due From Banks	173,523		160,911

Securities:
Available-for-Sale Debt Securities, at Fair Value	218,529		142,897
Equity Securities, at Fair Value	2,822		2,503
Total Securities	221,351		145,400
Loans Held for Sale	17,407		—
Loans, Net of Allowance for Loan Losses of $11,581 and $12,771 at September 30, 2021 and December 31, 2020, Respectively	990,018		1,031,982
Premises and Equipment Held for Sale	795		—
Premises and Equipment, Net	18,502		20,302
Bank-Owned Life Insurance	25,190		24,779
Goodwill	9,732		9,732
Intangible Assets, Net	5,740		8,399
Accrued Interest Receivable and Other Assets	12,560		15,215
TOTAL ASSETS	$	1,474,818	$	1,416,720

LIABILITIES
Deposits Held for Sale	$	102,647	$	—
Deposits:
Non-Interest Bearing Demand Deposits	373,320		340,569
NOW Accounts	244,004		259,870
Money Market Accounts	190,426		199,029
Savings Accounts	232,679		235,088
Time Deposits	144,727		190,013
Total Deposits	1,185,156		1,224,569

Short-Term Borrowings	42,623		41,055
Other Borrowings	6,000		8,000
Accrued Interest Payable and Other Liabilities	7,405		8,566
TOTAL LIABILITIES	1,343,831		1,282,190

STOCKHOLDERS' EQUITY
Preferred Stock, No Par Value; 5,000,000 Shares Authorized	—		—
Common Stock, $0.4167 Par Value; 35,000,000 Shares Authorized, 5,680,993 Shares Issued and 5,330,401 and 5,434,374 Shares Outstanding at September 30, 2021 and December 31, 2020, Respectively	2,367		2,367
Capital Surplus	83,130		82,723
Retained Earnings	51,839		51,132
Treasury Stock, at Cost (350,592 and 246,619 Shares at September 30, 2021 and December 31, 2020, Respectively)	(7,483)		(5,094)
Accumulated Other Comprehensive Income	1,134		3,402
TOTAL STOCKHOLDERS' EQUITY	130,987		134,530
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,474,818	$	1,416,720

The accompanying notes are an integral part of these consolidated financial statements


1

Table of Contents

CONSOLIDATED ~~STATEMENT~~STATEMENTS OF INCOME (LOSS) ~~INCOME~~ (UNAUDITED)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2021		2020		2021		2020
(Dollars in thousands, except share and per share data)	(Dollars in thousands, except share and per share data)									(Dollars in thousands, except share and per share data)

INTEREST AND DIVIDEND INCOME	INTEREST AND DIVIDEND INCOME									INTEREST AND DIVIDEND INCOME
Loans, Including Fees	Loans, Including Fees	$	10,709	$	10,984	$	32,050	$	32,090	Loans, Including Fees	$	9,718	$	10,709	$	29,800	$	32,050
Investment Securities:	Investment Securities:									Investment Securities:
Taxable	Taxable	753		1,558		2,894		4,317		Taxable	843		753		2,124		2,894
Tax-Exempt	Tax-Exempt	79		131		291		499		Tax-Exempt	71		79		223		291
Dividends	Dividends	19		20		59		60		Dividends	19		19		63		59
Other Interest and Dividend Income	Other Interest and Dividend Income	96		405		418		1,097		Other Interest and Dividend Income	135		96		384		418
TOTAL INTEREST AND DIVIDEND INCOME	TOTAL INTEREST AND DIVIDEND INCOME	11,656		13,098		35,712		38,063		TOTAL INTEREST AND DIVIDEND INCOME	10,786		11,656		32,594		35,712

INTEREST EXPENSE	INTEREST EXPENSE									INTEREST EXPENSE
Deposits	Deposits	1,150		1,864		4,136		5,407		Deposits	715		1,150		2,489		4,136
Short-Term Borrowings	Short-Term Borrowings	28		47		112		143		Short-Term Borrowings	25		28		72		112
Other Borrowings	Other Borrowings	62		91		194		278		Other Borrowings	36		62		112		194
TOTAL INTEREST EXPENSE	TOTAL INTEREST EXPENSE	1,240		2,002		4,442		5,828		TOTAL INTEREST EXPENSE	776		1,240		2,673		4,442

NET INTEREST AND DIVIDEND INCOME	NET INTEREST AND DIVIDEND INCOME	10,416		11,096		31,270		32,235		NET INTEREST AND DIVIDEND INCOME	10,010		10,416		29,921		31,270
Provision For Loan Losses		1,200		175		4,000		550
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		9,216		10,921		27,270		31,685

Provision (Recovery) For Loan Losses										Provision (Recovery) For Loan Losses	—		1,200		(1,200)		4,000
NET INTEREST INCOME AFTER PROVISION (RECOVERY) FOR LOAN LOSSES										NET INTEREST INCOME AFTER PROVISION (RECOVERY) FOR LOAN LOSSES	10,010		9,216		31,121		27,270
NONINTEREST INCOME	NONINTEREST INCOME									NONINTEREST INCOME
Service Fees	Service Fees	554		639		1,646		1,849		Service Fees	602		554		1,762		1,646
Insurance Commissions	Insurance Commissions	1,079		985		3,475		3,219		Insurance Commissions	1,194		1,079		3,998		3,475
Other Commissions	Other Commissions	76		98		374		293		Other Commissions	93		76		431		374
Net Gain on Sales of Loans	Net Gain on Sales of Loans	435		48		1,003		190		Net Gain on Sales of Loans	49		435		166		1,003
Net Gain (Loss) on Sales of Investment Securities		0		3		489		(50)
Change in Fair Value of Marketable Equity Securities		(59)		(25)		(469)		104
Net Gain (Loss) on Securities										Net Gain (Loss) on Securities	24		(59)		482		20
Net Gain on Purchased Tax Credits	Net Gain on Purchased Tax Credits	15		9		46		27		Net Gain on Purchased Tax Credits	18		15		53		46
Net (Loss) Gain on Disposal of Fixed Assets		(65)		0		(48)		2

Net Loss on Disposal of Fixed Assets										Net Loss on Disposal of Fixed Assets	—		(65)		(3)		(48)
Income from Bank-Owned Life Insurance	Income from Bank-Owned Life Insurance	140		142		417		408		Income from Bank-Owned Life Insurance	138		140		411		417
Other (Loss) Income		(2)		67		(240)		203
Other Income (Loss)										Other Income (Loss)	80		(2)		291		(240)
TOTAL NONINTEREST INCOME	TOTAL NONINTEREST INCOME	2,173		1,966		6,693		6,245		TOTAL NONINTEREST INCOME	2,198		2,173		7,591		6,693

NONINTEREST EXPENSE	NONINTEREST EXPENSE									NONINTEREST EXPENSE
Salaries and Employee Benefits	Salaries and Employee Benefits	5,124		4,628		14,683		14,273		Salaries and Employee Benefits	4,787		5,124		14,757		14,683
Occupancy	Occupancy	759		597		2,191		2,019		Occupancy	615		759		2,349		2,191
Equipment	Equipment	220		266		701		847		Equipment	205		220		782		701
Data Processing	Data Processing	482		370		1,367		1,158		Data Processing	541		482		1,666		1,367
FDIC Assessment	FDIC Assessment	172		5		493		368		FDIC Assessment	293		172		792		493
PA Shares Tax	PA Shares Tax	355		226		963		743		PA Shares Tax	224		355		714		963
Contracted Services	Contracted Services	531		312		1,471		945		Contracted Services	1,441		531		2,878		1,471
Legal and Professional Fees	Legal and Professional Fees	161		117		567		458		Legal and Professional Fees	180		161		788		567
Advertising	Advertising	148		208		486		545		Advertising	225		148		558		486
Other Real Estate Owned (Income)		(12)		13		(30)		(81)
Other Real Estate Owned Income										Other Real Estate Owned Income	(89)		(12)		(153)		(30)
Amortization of Intangible Assets	Amortization of Intangible Assets	532		531		1,596		1,595		Amortization of Intangible Assets	446		532		1,481		1,596
Goodwill Impairment		18,693		0		18,693		0
Intangible Assets Impairment										Intangible Assets Impairment	—		18,693		1,178		18,693
Writedown of Fixed Assets	Writedown of Fixed Assets	884		0		884		0		Writedown of Fixed Assets	2		884		2,270		884
Other		919		984		2,977		3,064
Other Expense										Other Expense	903		919		2,830		2,977
TOTAL NONINTEREST EXPENSE	TOTAL NONINTEREST EXPENSE	28,968		8,257		47,042		25,934		TOTAL NONINTEREST EXPENSE	9,773		28,968		32,890		47,042
(Loss) Income Before Income Tax (Benefit) Expense		(17,579)		4,630		(13,079)		11,996
Income Tax (Benefit) Expense		(184)		884		640		2,346
NET (LOSS) INCOME		$	(17,395)	$	3,746	$	(13,719)	$	9,650
Income (Loss) Before Income Tax Expense (Benefit)										Income (Loss) Before Income Tax Expense (Benefit)	2,435		(17,579)		5,822		(13,079)
Income Tax Expense (Benefit)										Income Tax Expense (Benefit)	452		(184)		1,217		640
NET INCOME (LOSS)										NET INCOME (LOSS)	$	1,983	$	(17,395)	$	4,605	$	(13,719)

(LOSS) EARNINGS PER SHARE
EARNINGS (LOSS) PER SHARE										EARNINGS (LOSS) PER SHARE
Basic	Basic	$	(3.22)	$	0.69	$	(2.54)	$	1.78	Basic	$	0.37	$	(3.22)	$	0.85	$	(2.54)
Diluted	Diluted	(3.22)		0.69		(2.54)		1.77		Diluted	0.37		(3.22)		0.85		(2.54)
WEIGHTED AVERAGE SHARES OUTSTANDING	WEIGHTED AVERAGE SHARES OUTSTANDING									WEIGHTED AVERAGE SHARES OUTSTANDING
Basic	Basic	5,395,342		5,433,289		5,406,710		5,433,296		Basic	5,373,032		5,395,342		5,412,989		5,406,710
Diluted	Diluted	5,395,342		5,458,723		5,406,710		5,451,705		Diluted	5,390,128		5,395,342		5,420,792		5,406,710

The accompanying notes are an integral part of these consolidated financial statements


2

Table of Contents

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

Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
(Dollars in thousands)
Net (Loss) Income $ (17,395) $ 3,746 $ (13,719) $ 9,650
Other Comprehensive (Loss) Income:
Change in Unrealized (Loss) Gain on Investment Securities Available-for-Sale (653) 121 2,292 5,652
Income Tax Effect 137 (47) (481) (1,209)
Reclassification Adjustment for (Gain) Loss on Sale of Investment Securities Included in Net (Loss) Income (1)
0 (3) (489) 50
Income Tax Effect (1)
0 1 103 (11)
Other Comprehensive (Loss) Income, Net of Income Tax Expense (Benefit) (516) 72 1,425 4,482
Total Comprehensive (Loss) Income $ (17,911) $ 3,818 $ (12,294) $ 14,132


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
(Dollars in thousands)

Net Income (Loss)	$	1,983	$	(17,395)	$	4,605	$	(13,719)

Other Comprehensive (Loss) Income:
Change in Unrealized Gain (Loss) on Investment Securities Available-for-Sale	(733)		(653)		(2,662)		2,292
Income Tax Effect	158		137		571		(481)

Reclassification Adjustment for Gain on Sale of Debt Securities Included in Net Income (1)	—		—		(225)		(489)
Income Tax Effect (2)	—		—		48		103
Other Comprehensive (Loss) Income, Net of Income Tax Effect	(575)		(516)		(2,268)		1,425
Total Comprehensive Income (Loss)	$	1,408	$	(17,911)	$	2,337	$	(12,294)

(1) ~~The gross amount of gain (loss) on sales of investment securities is reported as~~Reported in Net Gain (Loss) on ~~Sales of Investments~~ Securities on the Consolidated ~~Statement~~Statements of Income (Loss) ~~Income. The income tax effect (benefit) is included~~.

(2) Reported in Income Tax Expense (Benefit) on the Consolidated ~~Statement~~Statements of Income (Loss) ~~Income.~~.

The accompanying notes are an integral part of these consolidated financial statements


3

Table of Contents

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

Shares Issued Common Stock Capital Surplus Retained Earnings Treasury Stock Accumulated Other
Comprehensive Income (Loss) Total Stockholders' Equity
(Dollars in thousands, except share and per share data)
June 30, 2020 5,680,993 $ 2,367 $ 83,327 $ 68,039 $ (5,928) $ 4,587 $ 152,392
Comprehensive Loss:
Net Loss — — — (17,395) — — (17,395)
Other Comprehensive Loss — — — — — (516) (516)
Restricted Stock Awards Granted — — (103) — 103 — 0
Stock-Based Compensation Expense — — 114 — — — 114
Dividends Paid ($0.24 Per Share) — — — (1,296) — — (1,296)
September 30, 2020 5,680,993 $ 2,367 $ 83,338 $ 49,348 $ (5,825) $ 4,071 $ 133,299


Three Months Ended September 30, 2021	Shares Issued	Common Stock		Capital Surplus		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income		Total Stockholders' Equity
(Dollars in thousands, except share and per share data)

June 30, 2021	5,680,993	$	2,367	$	82,969	$	51,146	$	(5,655)	$	1,709	$	132,536
Comprehensive Income:
Net Income	—	—		—		1,983		—		—		1,983
Other Comprehensive Loss	—	—		—		—		—		(575)		(575)


Stock-Based Compensation Expense	—	—		169		—		—		—		169
Exercise of Stock Options	—	—		(8)		—		62		—		54
Treasury stock purchased, at cost (81,676 shares)	—	—		—		—		(1,890)		—		(1,890)
Dividends Paid ($0.24 Per Share)	—	—		—		(1,290)		—		—		(1,290)
September 30, 2021	5,680,993	$	2,367	$	83,130	$	51,839	$	(7,483)	$	1,134	$	130,987


Three Months Ended September 30, 2020	Shares Issued	Common Stock		Capital Surplus		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income		Total Stockholders' Equity
(Dollars in thousands, except share and per share data)

June 30, 2020	5,680,993	$	2,367	$	83,327	$	68,039	$	(5,928)	$	4,587	$	152,392
Comprehensive Loss:
Net Loss	—	—		—		(17,395)		—		—		(17,395)
Other Comprehensive Loss	—	—		—		—		—		(516)		(516)

Restricted Stock Awards Granted	—	—		(103)		—		103		—		—
Stock-Based Compensation Expense	—	—		114		—		—		—		114


Dividends Paid ($0.24 Per Share)	—	—		—		(1,296)		—		—		(1,296)
September 30, 2020	5,680,993	$	2,367	$	83,338	$	49,348	$	(5,825)	$	4,071	$	133,299

The accompanying notes are an integral part of these consolidated financial statements


4

Table of Contents

Shares Issued Common Stock Capital Surplus Retained Earnings Treasury Stock
Accumulated Other
Comprehensive Income
Total Stockholders' Equity
(Dollars in thousands, except share and per share data)
December 31, 2019 5,680,993 $ 2,367 $ 82,971 $ 66,955 $ (3,842) $ 2,646 $ 151,097
Comprehensive (Loss) Income:
Net Loss — — — (13,719) — — (13,719)
Other Comprehensive Income — — — — — 1,425 1,425
Restricted Stock Awards Granted — — (103) — 103 — 0
Restricted Stock Awards Forfeited — — 96 — (96) — 0
Stock-Based Compensation Expense — — 370 — — — 370
Exercise of Stock Options — — 4 — (82) — (78)
Treasury stock purchased, at cost (67,816 shares) — — — — (1,908) — (1,908)
Dividends Paid ($0.72 Per Share) — — — (3,888) — — (3,888)
September 30, 2020 5,680,993 $ 2,367 $ 83,338 $ 49,348 $ (5,825) $ 4,071 $ 133,299

Shares Issued Common Stock Capital Surplus Retained Earnings Treasury Stock Accumulated Other
Comprehensive Income (Loss) Total Stockholders' Equity
(Dollars in thousands, except share and per share data)
December 31, 2018 5,680,993 $ 2,367 $ 83,225 $ 57,843 $ (4,370) $ (1,440) $ 137,625
Comprehensive Income:
Net Income — — — 9,650 — — 9,650
Other Comprehensive Income — — — — — 4,482 4,482
Restricted Stock Awards Forfeited — — 8 — (8) — 0
Restricted Stock Awards Granted — — (11) — 11 — 0
Stock-Based Compensation Expense — — 230 — — — 230
Exercise of Stock Options — — 5 — 17 — 22
Dividends Paid ($0.72 Per Share) — — — (3,911) — — (3,911)
September 30, 2019 5,680,993 $ 2,367 $ 83,457 $ 63,582 $ (4,350) $ 3,042 $ 148,098


Nine Months Ended September 30, 2021	Shares Issued	Common Stock		Capital Surplus		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income		Total Stockholders' Equity
(Dollars in thousands, except share and per share data)

December 31, 2020	5,680,993	$	2,367	$	82,723	$	51,132	$	(5,094)	$	3,402	$	134,530
Comprehensive Income:
Net Income	—	—		—		4,605		—		—		4,605
Other Comprehensive Loss	—	—		—		—		—		(2,268)		(2,268)


Stock-Based Compensation Expense	—	—		415		—		—		—		415
Exercise of Stock Options	—	—		(8)		—		62		—		54
Treasury stock purchased, at cost (106,973 shares)	—	—		—		—		(2,451)		—		(2,451)
Dividends Paid ($0.72 Per Share)	—	—		—		(3,898)		—		—		(3,898)
September 30, 2021	5,680,993	$	2,367	$	83,130	$	51,839	$	(7,483)	$	1,134	$	130,987


Nine Months Ended September 30, 2020	Shares Issued	Common Stock		Capital Surplus		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income		Total Stockholders' Equity
(Dollars in thousands, except share and per share data)

December 31, 2019	5,680,993	$	2,367	$	82,971	$	66,955	$	(3,842)	$	2,646	$	151,097
Comprehensive Loss:
Net Loss	—	—		—		(13,719)		—		—		(13,719)
Other Comprehensive Income	—	—		—		—		—		1,425		1,425
Restricted Stock Awards Forfeited	—	—		96		—		(96)		—		—
Restricted Stock Awards Granted	—	—		(103)		—		103		—		—
Stock-Based Compensation Expense	—	—		370		—		—		—		370
Exercise of Stock Options	—	—		4		—		(82)		—		(78)
Treasury Stock Purchased, at cost (67,816 shares)	—	—		—		—		(1,908)		—		(1,908)
Dividends Paid ($0.72 Per Share)	—	—		—		(3,888)		—		—		(3,888)
September 30, 2020	5,680,993	$	2,367	$	83,338	$	49,348	$	(5,825)	$	4,071	$	133,299

The accompanying notes are an integral part of these consolidated financial statements


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CONSOLIDATED ~~STATEMENT~~STATEMENTS OF CASH FLOWS (UNAUDITED)


Nine Months Ended September 30,	Nine Months Ended September 30,	2020		2019		Nine Months Ended September 30,	2021		2020
(Dollars in thousands)	(Dollars in thousands)					(Dollars in thousands)

OPERATING ACTIVITIES	OPERATING ACTIVITIES					OPERATING ACTIVITIES
Net (Loss) Income		$	(13,719)	$	9,650
Αdjustmеnts to Rеconcilе Net (Loss) Income to Net Cash Provided By Operating Activities:
Net Accretion on Investments		(9)		(145)
Net Income (Loss)						Net Income (Loss)	$	4,605	$	(13,719)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided By Operating Activities						Adjustments to Reconcile Net Income (Loss) to Net Cash Provided By Operating Activities
Amortization (Accretion) on Securities						Amortization (Accretion) on Securities	38		(9)
Depreciation and Amortization	Depreciation and Amortization	2,578		2,730		Depreciation and Amortization	1,810		2,578
Provision for Loan Losses		4,000		550
Goodwill impairment		18,693		0
(Recovery) Provision for Loan Losses						(Recovery) Provision for Loan Losses	(1,200)		4,000
Intangible Asset Impairment						Intangible Asset Impairment	1,178		—
Goodwill Impairment						Goodwill Impairment	—		18,693
Writedown on Fixed Assets	Writedown on Fixed Assets	884		0		Writedown on Fixed Assets	2,270		884
Change in Fair Value of Marketable Equity Securities		469		(104)
Net Gain on Purchased Tax Credits		(46)		(27)
Lease Impairment						Lease Impairment	227		—
Gain on Securities						Gain on Securities	(482)		(20)
Gain on Purchased Tax Credits						Gain on Purchased Tax Credits	(53)		(46)
Income from Bank-Owned Life Insurance	Income from Bank-Owned Life Insurance	(417)		(408)		Income from Bank-Owned Life Insurance	(411)		(417)
Proceeds From Mortgage Loans Sold	Proceeds From Mortgage Loans Sold	24,317		7,378		Proceeds From Mortgage Loans Sold	8,182		24,317
Originations of Mortgage Loans for Sale	Originations of Mortgage Loans for Sale	(23,314)		(7,188)		Originations of Mortgage Loans for Sale	(15,289)		(23,314)
Net Gain on Sales of Loans		(1,003)		(190)
Net (Gain) Loss on Sales of Investment Securities		(489)		50
Net Loss on Sales of Other Real Estate Owned and Repossessed Assets		26		6
Gain on Sale of Loans						Gain on Sale of Loans	(166)		(1,003)
(Gain) Loss on Sale of Other Real Estate Owned and Repossessed Assets						(Gain) Loss on Sale of Other Real Estate Owned and Repossessed Assets	(76)		26
Noncash Expense for Stock-Based Compensation	Noncash Expense for Stock-Based Compensation	370		230		Noncash Expense for Stock-Based Compensation	415		370
(Increase) Decrease in Accrued Interest Receivable		(944)		33
Net Loss (Gain) on Disposal of Fixed Assets		48		(2)
(Decrease) Increase in Taxes Payable		(253)		259
Decrease (Increase) in Accrued Interest Receivable						Decrease (Increase) in Accrued Interest Receivable	517		(944)
Net Loss on Disposal of Fixed Assets						Net Loss on Disposal of Fixed Assets	3		48
Increase (Decrease) in Taxes Payable						Increase (Decrease) in Taxes Payable	295		(253)
Payments on Operating Leases	Payments on Operating Leases	(412)		(312)		Payments on Operating Leases	(251)		(412)
(Decrease) Increase in Accrued Interest Payable		(252)		331

Decrease in Accrued Interest Payable						Decrease in Accrued Interest Payable	(277)		(252)
Refund of Federal and State Income Taxes						Refund of Federal and State Income Taxes	1,311		—
Other, Net	Other, Net	(1,329)		(136)		Other, Net	(68)		(1,329)
NET CASH PROVIDED BY OPERATING ACTIVITIES	NET CASH PROVIDED BY OPERATING ACTIVITIES	9,198		12,705		NET CASH PROVIDED BY OPERATING ACTIVITIES	2,578		9,198
INVESTING ACTIVITIES	INVESTING ACTIVITIES					INVESTING ACTIVITIES
Investment Securities Available for Sale:	Investment Securities Available for Sale:					Investment Securities Available for Sale:
Proceeds From Principal Repayments and Maturities	Proceeds From Principal Repayments and Maturities	91,219		34,490		Proceeds From Principal Repayments and Maturities	29,563		91,219
Purchases of Debt and Marketable Equity Securities		(68,851)		(50,185)
Proceeds from Sales of Securities		17,893		29,460
Net Increase in Loans		(100,436)		(21,531)
Purchases of Securities						Purchases of Securities	(119,924)		(68,851)
Proceeds from Sale of Securities						Proceeds from Sale of Securities	11,967		17,893
Net Decrease (Increase) in Loans						Net Decrease (Increase) in Loans	33,378		(100,436)
Purchase of Premises and Equipment	Purchase of Premises and Equipment	(184)		(66)		Purchase of Premises and Equipment	(2,275)		(184)
Proceeds from Disposal of of Premises and Equipment		26		0
Asset Acquisition of a Customer List		0		(900)
Proceeds From Sales of Other Real Estate Owned and Repossessed Assets		99		1,123
(Increase) Decrease in Restricted Equity Securities		(305)		214
Acquisition of Bank Owned Life Insurance		0		(750)
Proceeds from Disposal of Premises and Equipment						Proceeds from Disposal of Premises and Equipment	—		26

Proceeds From Sale of Other Real Estate Owned						Proceeds From Sale of Other Real Estate Owned	285		99
Decrease (Increase) in Restricted Equity Securities						Decrease (Increase) in Restricted Equity Securities	533		(305)

NET CASH USED IN INVESTING ACTIVITIES	NET CASH USED IN INVESTING ACTIVITIES	(60,539)		(8,145)		NET CASH USED IN INVESTING ACTIVITIES	(46,473)		(60,539)
FINANCING ACTIVITIES	FINANCING ACTIVITIES					FINANCING ACTIVITIES
Net Increase in Deposits	Net Increase in Deposits	80,677		39,250		Net Increase in Deposits	52,542		80,677
Net Increase (Decrease) in Short-Term Borrowings		11,490		(1,861)
Net Increase in Short-Term Borrowings						Net Increase in Short-Term Borrowings	12,260		11,490
Principal Payments on Other Borrowed Funds	Principal Payments on Other Borrowed Funds	(3,000)		(3,000)		Principal Payments on Other Borrowed Funds	(2,000)		(3,000)
Cash Dividends Paid	Cash Dividends Paid	(3,888)		(3,911)		Cash Dividends Paid	(3,898)		(3,888)
Treasury Stock, Purchases at Cost	Treasury Stock, Purchases at Cost	(1,908)		0		Treasury Stock, Purchases at Cost	(2,451)		(1,908)
Exercise of Stock Options	Exercise of Stock Options	(78)		22		Exercise of Stock Options	54		(78)
NET CASH PROVIDED BY FINANCING ACTIVITIES	NET CASH PROVIDED BY FINANCING ACTIVITIES	83,293		30,500		NET CASH PROVIDED BY FINANCING ACTIVITIES	56,507		83,293
INCREASE IN CASH AND CASH EQUIVALENTS	INCREASE IN CASH AND CASH EQUIVALENTS	31,952		35,060		INCREASE IN CASH AND CASH EQUIVALENTS	12,612		31,952
CASH AND DUE FROM BANKS AT BEGINNING OF YEAR	CASH AND DUE FROM BANKS AT BEGINNING OF YEAR	80,217		53,353		CASH AND DUE FROM BANKS AT BEGINNING OF YEAR	160,911		80,217
CASH AND DUE FROM BANKS AT END OF PERIOD	CASH AND DUE FROM BANKS AT END OF PERIOD	$	112,169	$	88,413	CASH AND DUE FROM BANKS AT END OF PERIOD	$	173,523	$	112,169

The accompanying notes are an integral part of these consolidated financial statements


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CONSOLIDATED ~~STATEMENT~~STATEMENTS OF CASH FLOWS (UNAUDITED)

Nine Months Ended September 30, 2020 2020 2019
(Dollars in thousands)
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest on deposits and borrowings (including interest credited to deposit accounts of $4,382 and $5,070, respectively) $ 4,694 $ 5,497
Income taxes 1,785 2,260
SUPPLEMENTAL NONCASH DISCLOSURE:
Real estate acquired in settlement of loans 115 427
Income tax refund receivable 1,002 0
Loan payoff receivable 5,628 1,644
Right of use asset recognized 329 1,706
Lease liability recognized 329 1,712


Nine Months Ended September 30, 2021	2021		2020
(Dollars in thousands)

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash Paid For:
Interest on Deposits and Borrowings (Including Interest Credited to Deposits of $2,761 and $4,382, Respectively)	$	2,951	$	4,694
Income Taxes	1,524		1,785
SUPPLEMENTAL NONCASH DISCLOSURE:
Transfer of Loans to Loans Held for Sale	10,056		—
Transfer of Premises and Equipment to Premises and Equipment Held for Sale and Other Assets	1,075		—
Transfer of Deposits to Deposits Held for Sale	102,647		—
Other Real Estate Acquired in Settlement of Loans	37		115



Right of Use Asset Recognized	—		329
Lease Liability Recognized	—		329

The accompanying notes are an integral part of these consolidated financial statements


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the accounts of CB Financial Services, Inc. (“CB Financial”) and its wholly owned subsidiary, Community Bank (the “Bank”), and the Bank’s wholly-owned subsidiary, Exchange Underwriters, Inc. (“Exchange Underwriters” ~~or “EU”~~). CB Financial, ~~and~~ the Bank and Exchange Underwriters are collectively referred to as the “Company”. All intercompany transactions and balances have been eliminated in consolidation.

The accompanying unaudited interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in conformity with accounting principles generally accepted in the United States of America (“GAAP”). and with general practice within the banking industry. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading in any material respect. In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities ~~and the disclosure~~as of ~~contingent assets and liabilities at~~ the date of the ~~financial statements~~Consolidated Statements of Financial Condition and income and expenses ~~during~~for the reporting period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to determination of the allowance for losses on loans, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, ~~evaluation~~other-than-temporary impairment evaluations of securities, ~~for other-than-temporary impairment including related cash flow projections,~~ goodwill and intangible assets impairment, and the valuation of deferred tax assets.

In the opinion of management, the accompanying unaudited interim financial statements include all adjustments considered necessary for a fair presentation of the Company’s financial position and results of operations at the dates and for the periods presented. All these adjustments are of a normal, recurring nature, and they are the only adjustments included in the accompanying unaudited interim financial statements. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020. Interim results are not necessarily indicative of results for a full year.

The Company evaluated subsequent events through the date the consolidated financial statements were filed with the SEC and incorporated into the consolidated financial statements the effect of all material known events determined by Accounting Standards Codification ("ASC") 855, Subsequent Events, to be recognizable events.

Nature of Operations

The Company derives substantially all its income from banking and bank-related services which include interest earnings on commercial, commercial mortgage, residential real estate and consumer loan financing, as well as interest earnings on investment securities and fees generated from deposit services to its customers. The Company provides banking services through its subsidiary, Community Bank, a Pennsylvania-chartered commercial bank. The Bank operates ~~15 offices~~11 branches in Greene, Allegheny, Washington, Fayette and Westmoreland Counties in southwestern Pennsylvania, ~~6 offices~~and 5 branches in ~~Brooke,~~ Marshall, Ohio, Upshur and Wetzel Counties in West ~~Virginia, and 1 office in Belmont County in Ohio.~~Virginia. The Bank is a community-oriented institution offering residential and commercial real estate loans, commercial and industrial loans, and consumer loans as well as a variety of deposit products for individuals and businesses in its market area. Property and casualty, commercial liability, surety and other insurance products are offered through Exchange Underwriters, a full-service, independent insurance agency.

Reclassifications

Certain comparative amounts for the prior year have been reclassified to conform to the current year presentation. Such reclassifications did not affect net ~~(loss)~~ income or stockholders’ equity.

Assets and Liabilities Held for Sale

Assets and liabilities (disposal groups) are classified as held for sale when their carrying amounts will be recovered principally through sale when all of the following criteria are met:

•management, having the authority to approve the action, commits to a plan to sell the disposal group;

•the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal groups;

•an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated;

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•the sale of the disposal group is probable, and transfer of the disposal group is expected to qualify as a completed sale within one year, except if events or circumstances beyond the Company’s control extend the period of time required to sell the disposal group beyond one year;

•the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and

•actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Assets and liabilities held for sale are measured at the lower of carrying amount and fair value, less estimated costs to sell, and are presented separately on the Consolidated Statements of Financial Condition. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Gains are not recognized on the sale of a disposal group until the date of sale. The Company assesses the fair value of a disposal group, less any estimated costs to sell, each reporting period it remains classified as held for sale and reports any subsequent losses as an adjustment to the carrying value of the disposal group. Assets classified as held for sale are no longer depreciated or amortized.

Loans held for sale may consist of residential real estate loans originated and intended for sale in the secondary market. These loans are generally sold with loan servicing rights retained. Net unrealized losses, if any, are recognized through a valuation allowance charged to income. Gains and losses on residential real estate loans held for sale are included in noninterest income.

Impairment of Long-Lived Assets

The Company routinely performs assessments of the recoverability of long-lived assets when events or changes in circumstances indicate that their carrying values may not be recoverable and are in excess of their fair value, less estimated costs to sell. If estimated recoverable amounts are lower than carrying values, assets are considered impaired and reduced to their recoverable amounts with the recognized impairment charges recorded in noninterest expense in the Consolidated Statements of (Loss) Income.

Long-lived assets are tested for impairment individually or as part of an asset group. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities.

The Company follows ASC 360, Property, Plant and Equipment, which requires three steps to identify, recognize and measure the impairment of a long-lived asset (asset group) to be held and used:

Step 1 – Consider whether Indicators of Impairment are Present.

The following are examples of such events or changes in circumstances.

•A significant decrease in the market price of a long-lived asset (asset group).

•A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition.

•A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator.

•An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group).

•A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group).

•A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50 percent.

Step 2—Test for Recoverability

If indicators of impairment are present, the Company performs a recoverability test comparing the sum of the estimated undiscounted cash flows attributable to the long-lived asset or asset group in question to the carrying amount of the long-lived asset or asset group.

Step 3—Measurement of an Impairment Loss

If the undiscounted cash flows used in the recoverability test are less than the carrying amount of the long-lived asset (asset group), the Company estimates the fair value of the long-lived asset or asset group and recognizes an impairment loss when the carrying amount of the long-lived asset or asset group exceeds the estimated fair value.

An impairment loss is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset of the group must not reduce the carrying amount of

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that asset below its fair value whenever the fair value is determinable without undue cost and effort. ASC 360 prohibits the subsequent reversal of an impairment loss for an asset held and used.

Recent Accounting Standards

In ~~March 2020,~~August 2021, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update ("ASU") 2021-06, Presentation of Financial Statements (Topic 205), Financial Services—Depository and Lending (Topic 942), and Financial Services—Investment Companies (Topic 946): Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses, and No. 33-10835, Update of Statistical Disclosures for Bank and Savings and Loan Registrants. This ASU incorporates recent SEC rule changes into the FASB Codification, including SEC Final Rule Releases No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses, and No. 33-10835, Update of Statistical Disclosures for Bank and Savings and Loan Registrants. The SEC rule changes update and expand the statistical disclosures that bank and savings and loan registrants provide to investors, in light of changes in this sector over the past 30 years. The rules also eliminate certain disclosure items that are duplicative of other SEC rules and requirements of U.S. GAAP. The rules replace Industry Guide 3, Statistical Disclosure by Bank Holding Companies, with updated disclosure requirements in a new subpart of Regulation S-K. The rules are intended to help ensure that investors have access to more meaningful, relevant information to facilitate their investment and voting decisions. The amendments are effective prospectively for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company does not expect the adoption of this ASU will have a material impact on the Company's consolidated statements of financial condition or results of operation.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. The elective guidance in the ASU applies to modifications of contract terms that will directly replace, or have the potential to replace, an affected rate with another interest rate index, as well as certain contemporaneous modifications of other contract terms related to the replacement of an affected rate. The ASU notes that changes in contract terms that are made to effect the reference rate reform transition are considered related to the replacement of a reference rate if they are not the result of a business decision that is separate from or in addition to changes to the terms of a contract to effect that transition. The optional

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expedient allows companies to account for the modification as if it was not substantial (i.e., do not treat as an extinguishment of debt). The ASU is intended to help stakeholders during the global market-wide reference rate transition period. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. While the LIBOR reform may require extensive changes to the contracts that govern LIBOR based products, as well as our systems and processes, we cannot yet determine whether the Company will be able to use the optional expedient for the changes to contract terms that may be required by LIBOR reform and therefore, the Company cannot yet determine the magnitude of the impact or the overall impact of the new guidance on the Company’s consolidated financial condition or results of operation.

In ~~August 2018, the~~December 2019, FASB issued ASU ~~2018-15~~2019-12, ~~, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40)~~Income taxes (Topic 740); Simplifying the Accounting for Income Taxes. ASU ~~2018-15 was issued~~2019-12 provides amendments intended to ~~help entities evaluate~~reduce the cost and complexity in accounting for ~~fees paid by~~income taxes while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 removes the following exceptions from ASC 740, Income Taxes: (i) exceptions to the incremental approach for intraperiod tax allocation; (ii) exceptions to accounting for basis differences when a ~~customer~~foreign subsidiary becomes an equity method investment or a foreign equity method investment become a subsidiary; and (iii) exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. ASU 2019-12 provides the following amendments that simplify and improve guidance with Topic 740: (i) franchise taxes that are based partially on income; (ii) transactions that result in a ~~cloud computing arrangement (hosting arrangement) by providing guidance~~step up in the tax basis of goodwill; (iii) separate financial statements of legal entities that are not subject to tax; (iv) enacted changes in tax laws in interim periods; and (v) employee stock ownership plans and investments in qualified affordable housing projects accounted for ~~determining when~~using the ~~arrangement includes a software license. The~~equity method. For public business entities, the amendments ~~align the requirements for capitalizing implementation costs incurred~~ in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments. This guidance becameASU 2019-12 are effective for ~~the Company~~fiscal years, and interim periods within those fiscal years, beginning ~~in the first quarter 2020 and the adoption of this ASU did not have a material impact on the Company's consolidated statement of financial condition or results of operations.~~

~~In August 2018, the FASB issued ASU 2018-13,~~ ~~Fair Value Measurement (Topic 820)~~. ASU 2018-13 modifies disclosure requirements on fair value measurements. This ASU removes requirements to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels and the valuation processes for Level 3 fair value measurements. ASU 2018-13 clarifies that disclosure regarding measurement uncertainty is intended to communicate information about the uncertainty in measurement as of the reporting date. ASU 2018-13 adds certain disclosure requirements, including disclosure of changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this ASU were effective for the Company beginning in the first quarterafter December 15, 2020. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively, while all other amendments should be applied retrospectively for all periods presented. The adoption of this ASU did not have a material impact on the Company's consolidated ~~statement~~statements of financial condition or results of ~~operations.~~

~~In January 2017, the FASB issued ASU 2017-04,~~ ~~Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment~~. ASU 2017-04 simplifies the accounting for goodwill impairments by eliminating the second step of the goodwill impairment test. Instead, an entity applies a one-step quantitative test and records the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. ASU 2017-04 is effective for public business entities for annual periods beginning after December 15, 2019, and interim periods within those annual periods, with early adoption permitted, and is to be applied on a prospective basis. The Company elected to early adopt the provisions of ASU 2017-04 effective October 31, 2019 and the adoption did not have a material impact on the Company's consolidated statement of financial condition or results of operations.operation.

In September 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, ASU 2016-13 eliminates the probable initial recognition threshold in current GAAP; and instead requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses should be measured in a manner similar to current GAAP, however this ASU requires that credit losses be presented as an allowance rather than as a write-down. ASU 2016-13 affects companies holding financial assets and net investment in leases that are not accounted for at fair value through net income. The ASU 2016-13 amendments affect loans, debt securities, trade receivables, net investments in

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leases, off balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 was originally effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. In November 2019, the FASB approved a delay of the required implementation date of ASU 2016-13 for smaller reporting companies, including the Company, resulting in a required implementation date for the Company of January 1, 2023. Early adoption will continue to be permitted. The Company is evaluating the impact of this ASU and expects to recognize a one-time adjustment to the allowance for loan losses upon adoption, but we cannot yet determine the magnitude of the one-time adjustment or the overall impact of the new guidance on the Company’s consolidated financial condition or results of operation.

Note 2. Impairment of Long-Lived Assets and Assets and Liabilities of Branches Held for Sale

Branch Optimization and Operational Efficiency Initiatives

As previously disclosed by the Company on February 23, 2021, May 27, 2021 and June 10, 2021, the Company announced the implementation of branch optimization and operational efficiency strategic initiatives to improve the Bank’s financial performance and operations in order to position the Bank for continued profitable growth. The Bank intends to optimize its current branch network while expanding technology and infrastructure investments in its remaining locations. The decision was the result of a comprehensive internal study that measured branch performance by comparing financial and non-financial indicators to growth opportunities, while evolving changes in consumer preferences, largely driven by the global pandemic, led to an acceleration of branch optimization efforts. The Bank also completed a comprehensive review of its branch network and operating environment to identify solutions to improve operating performance. This review prioritized profitability, efficiency, infrastructure and client experience improvements, automation in operations, and digital marketing and technology investments.

The Bank continues to make progress related to these initiatives through the consolidation of 6 branches that was completed on June 30, 2021, reducing the Bank's branch network to 16 branches. The Bank is also in the process of implementing operational efficiencies related to individualized processes within its branch network and operating environment. In addition, on June 10, 2021, CB Financial, Community Bank, and Citizens Bank of West Virginia, Inc. (“Citizens Bank”) executed a Purchase and Assumption Agreement (the “Agreement”) pursuant to which Citizens Bank has agreed to purchase certain loans and other assets, and assume certain deposits and other liabilities, of the branch offices of Community Bank located in Buckhannon, West Virginia, and in New Martinsville, West Virginia. The Agreement provides for a 5.0% premium to be paid on assumed deposits, which will be recognized as income upon the expected close of the transaction in the fourth quarter of 2021, subject to regulatory approval and other closing conditions. As of September 30, 2021, all requisite regulatory approvals had been received.

As a result of the events and changes in circumstances associated with the branch optimization initiatives whereby 6 branches were consolidated and 2 others are to be divested, the Company performed assessments of the recoverability of long-lived assets to determine whether their carrying values may not be recoverable. Utilizing guidance in ASC 360, the Company performed the three step process to identify, recognize and measure the impairment of the long-lived assets.

•For the 6 locations that were consolidated:

◦NaN locations were written down to the fair value of the land based on the appraised value due to plans to raze the buildings.

◦NaN locations are being marketed for sale and were written down to fair value based on appraised value.

◦NaN location is leased. Refer to Note 11 for further discussion of the impairment of the right of use asset associated with the operating lease.

•For the 2 branches to be divested, fair value of the premises and equipment was determined based on the contractual terms of the Agreement, which provide that the premises and equipment will be purchased at the Company's net book value, net of a $338,000 contractual discount at the acquisition date.

In total, the Company recognized $2,000 and $2.3 million in charges on the premises and equipment for the three and nine months ended September 30, 2021, respectively, as Writedown on Fixed Assets in the Consolidated Statements of (Loss) Income.

The branch optimization and operational efficiency initiatives resulted in $1.3 million and $6.3 million of restructuring-related and other expenses for the three and nine months ended September 30, 2021, respectively. The expenses include the aforementioned $2.3 million writedown on fixed assets, a $1.2 million impairment of intangible assets associated with the branch sales (refer to Note 14 for further information) for the nine months ended September 30, 2021, as well as $1.3 million and $2.9 million of expenses related to contracted services, employee severance costs, branch lease impairment (refer to Note 11 for further information), professional fees, data processing fees, legal and other expenses for the three and nine months ended September 30, 2021, respectively.

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Assets and Liabilities of Branches Held for Sale

At September 30, 2021, the Company reclassified the deposits to be assumed to deposits held for sale, loans to be purchased to loans held for sale and premises and equipment to be purchased to premises and equipment held for sale on the Consolidated Statements of Financial Condition.

The assets and liabilities classified as held for sale of the disposal group related to the branch sales are as follows at September 30, 2021.


	September 30, 2021
(Dollars in thousands)

Loans Held for Sale
Real Estate:
Residential	$	2,290
Commercial	2,911

Commercial and Industrial	592
Consumer	252
Other	453
Total Loans Held for Sale	$	6,498

Premises and Equipment Held for Sale	795

Deposits Held for Sale
Non-Interest Bearing Demand Deposits	$	15,070
Interest Bearing Demand Deposits	31,502
Money Market Accounts	17,578
Savings Accounts	20,803
Time Deposits	17,694
Total Deposits Held for Sale	$	102,647

Note 2.3. Earnings (Loss) ~~Earnings~~ Per Share

There are 0no convertible securities which would affect the numerator in calculating basic and diluted earnings (loss) ~~earnings~~ per share; therefore, net income (loss) ~~income~~ as presented on the Consolidated ~~Statement~~Statements of Income (Loss) ~~Income~~ is used as the numerator.

The following table sets forth the composition of the weighted-average common shares (denominator) used in the basic and diluted earnings per share computation.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2021		2020		2021		2020
(Dollars in thousands, except share and per share data)	(Dollars in thousands, except share and per share data)									(Dollars in thousands, except share and per share data)

Net (Loss) Income		$	(17,395)	$	3,746	$	(13,719)	$	9,650
Net Income (Loss)										Net Income (Loss)	$	1,983	$	(17,395)	$	4,605	$	(13,719)

Weighted-Average Basic Common Shares Outstanding	Weighted-Average Basic Common Shares Outstanding	5,395,342		5,433,289		5,406,710		5,433,296		Weighted-Average Basic Common Shares Outstanding	5,373,032		5,395,342		5,412,989		5,406,710
Dilutive Effect of Common Stock Equivalents (Stock Options and Restricted Stock)	Dilutive Effect of Common Stock Equivalents (Stock Options and Restricted Stock)	0		25,434		0		18,409		Dilutive Effect of Common Stock Equivalents (Stock Options and Restricted Stock)	17,096		—		7,803		—
Weighted-Average Diluted Common Shares and Common Stock Equivalents Outstanding	Weighted-Average Diluted Common Shares and Common Stock Equivalents Outstanding	5,395,342		5,458,723		5,406,710		5,451,705		Weighted-Average Diluted Common Shares and Common Stock Equivalents Outstanding	5,390,128		5,395,342		5,420,792		5,406,710

(Loss) Earnings Per Share:
Earnings (Loss) Per Share:										Earnings (Loss) Per Share:
Basic	Basic	$	(3.22)	$	0.69	$	(2.54)	$	1.78	Basic	$	0.37	$	(3.22)	$	0.85	$	(2.54)
Diluted	Diluted	(3.22)		0.69		(2.54)		1.77		Diluted	0.37		(3.22)		0.85		(2.54)

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The dilutive effect on weighted average diluted common shares outstanding is the result of outstanding stock options and nonvested restricted stock. The following table presents for the periods indicated (a) options to purchase shares of common stock that were outstanding but not included in the computation of earnings per share because the options’ exercise price was greater than the average market price of the common shares for the period, and (b) shares of restricted stock awards that were not included in the computation of diluted earnings per share because the hypothetical repurchase of shares under the treasury stock method exceeded the weighted average nonvested restricted awards, therefore the effects would be anti-dilutive.


		Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended September 30,		Nine Months Ended September 30,
		2020	2019	2020	2019		2021	2020	2021	2020
Stock Options	Stock Options	220,271	88,253	220,271	88,253	Stock Options	71,741	220,271	199,641	220,271
Restricted Stock	Restricted Stock	49,130	0	49,130	600	Restricted Stock	23,000	49,130	32,360	49,130

When there is a net loss for the period, the exercise or conversion of any potential shares increases the number of shares in the denominator and results in a lower loss per share. In that situation, the potential shares are antidilutive and not included in the Company's loss per share calculation. Therefore, if there is a net loss, diluted loss per share is the same as basic loss per share.

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Note ~~3. Investment~~4. Securities

The following table presents the amortized cost and fair value of ~~investment~~ securities available-for-sale at the dates indicated:

September 30, 2020
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
(Dollars in thousands)
Debt Securities:
U.S. Government Agencies $ 41,994 $ 16 $ (178) $ 41,832
Obligations of States and Political Subdivisions 20,761 1,290 0 22,051
Mortgage-Backed Securities - Government-Sponsored Enterprises 88,735 4,049 0 92,784
Total Debt Securities 151,490 5,355 (178) 156,667
Marketable Equity Securities:
Mutual Funds 1,022
Other 1,267
Total Marketable Equity Securities 2,289
Total Available-for-Sale Securities $ 158,956


		December 31, 2019									September 30, 2021
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
(Dollars in thousands)	(Dollars in thousands)									(Dollars in thousands)

Debt Securities:
Available-for-Sale Debt Securities:										Available-for-Sale Debt Securities:
U.S. Government Agencies	U.S. Government Agencies	$	47,993	$	227	$	(164)	$	48,056	U.S. Government Agencies	$	50,992	$	—	$	(1,054)	$	49,938
Obligations of States and Political Subdivisions	Obligations of States and Political Subdivisions	25,026		819		(2)		25,843		Obligations of States and Political Subdivisions	18,356		1,064		—		19,420
Mortgage-Backed Securities - Government-Sponsored Enterprises	Mortgage-Backed Securities - Government-Sponsored Enterprises	118,282		2,601		(107)		120,776		Mortgage-Backed Securities - Government-Sponsored Enterprises	140,255		2,205		(770)		141,690
Total Debt Securities		191,301		3,647		(273)		194,675
Corporate Debt										Corporate Debt	7,482		—		(1)		7,481
Total Available-for-Sale Debt Securities										Total Available-for-Sale Debt Securities	217,085		3,269		(1,825)		218,529

Marketable Equity Securities:
Equity Securities:										Equity Securities:
Mutual Funds	Mutual Funds							997		Mutual Funds							999
Other	Other							1,713		Other							1,823
Total Marketable Equity Securities								2,710
Total Available-for-Sale Securities								$	197,385
Total Equity Securities										Total Equity Securities							2,822
Total Securities										Total Securities							$	221,351

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	December 31, 2020
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
(Dollars in thousands)

Available-for-Sale Debt Securities:
U.S. Government Agencies	$	41,994	$	12	$	(595)	$	41,411
Obligations of States and Political Subdivisions	20,672		1,321		—		21,993
Mortgage-Backed Securities - Government-Sponsored Enterprises	75,900		3,593		—		79,493

Total Available-for-Sale Debt Securities	138,566		4,926		(595)		142,897

Equity Securities:
Mutual Funds							1,019
Other							1,484
Total Equity Securities							2,503
Total Securities							$	145,400

The following tables show the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, at the dates indicated:


		September 30, 2020																September 30, 2021
		Less than 12 months					12 Months or Greater					Total						Less than 12 months					12 Months or Greater					Total
		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses			Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses
(Dollars in thousands)	(Dollars in thousands)																(Dollars in thousands)

U.S. Government Agencies	U.S. Government Agencies	8	$	33,815	$	(178)	0	$	0	$	0	8	$	33,815	$	(178)	U.S. Government Agencies	7	$	25,759	$	(239)	5	$	24,179	$	(815)	12	$	49,938	$	(1,054)

Mortgage Backed Securities- Government Sponsored Enterprises																	Mortgage Backed Securities- Government Sponsored Enterprises	10	64,133		(770)		—	—		—		10	64,133		(770)
Corporate Debt																	Corporate Debt	1	4,950		(1)		—	—		—		1	4,950		(1)
Total	Total	8	$	33,815	$	(178)	0	$	0	$	0	8	$	33,815	$	(178)	Total	18	$	94,842	$	(1,010)	5	$	24,179	$	(815)	23	$	119,021	$	(1,825)


		December 31, 2019																December 31, 2020
		Less than 12 months					12 Months or Greater					Total						Less than 12 months					12 Months or Greater					Total
		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses			Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses
(Dollars in thousands)	(Dollars in thousands)																(Dollars in thousands)

U.S. Government Agencies	U.S. Government Agencies	6	$	16,116	$	(83)	6	$	13,938	$	(81)	12	$	30,054	$	(164)	U.S. Government Agencies	7	$	32,399	$	(595)	—	$	—	$	—	7	$	32,399	$	(595)
Obligations of States and Political Subdivisions		0	0		0		1	509		(2)		1	509		(2)
Mortgage Backed Securities- Government Sponsored Enterprises		7	20,003		(104)		1	1,711		(3)		8	21,714		(107)

Total	Total	13	$	36,119	$	(187)	8	$	16,158	$	(86)	21	$	52,277	$	(273)	Total	7	$	32,399	$	(595)	—	$	—	$	—	7	$	32,399	$	(595)

For debt securities, the Company does not believe that any individual unrealized loss as of September 30, ~~2020~~2021 or December 31, ~~2019,~~2020, represents an other-than-temporary impairment. The Company performs a review of the entire securities portfolio on a quarterly basis to identify securities that may indicate an other-than-temporary impairment. The Company’s management considers the length of time and the extent to which the fair value has been less than cost, and the financial condition of the issuer. The securities that are temporarily impaired at September 30, ~~2020~~2021 and December 31, ~~2019~~2020 relate principally to changes in market interest rates subsequent to the acquisition of the specific securities. The Company does not intend to sell, orand it is not more likely than not that it will be required to sell any of the securities in an unrealized loss position before recovery of its amortized cost or maturity of the security.

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Securities available-for-sale with a fair value of $184.4 million and $119.7 million at September 30, 2021 and December 31, 2020, respectively, are pledged to secure public deposits, short-term borrowings and for other purposes as required or permitted by law.

The following table presents the scheduled maturities of debt securities as of the date indicated:

September 30, 2020
Amortized
Cost
Fair
Value
(Dollars in thousands)
Due in One Year or Less $ 0 $ 0
Due after One Year through Five Years 4,303 4,380
Due after Five Years through Ten Years 55,267 56,462
Due after Ten Years 91,920 95,825
Total $ 151,490 $ 156,667

~~Table of Contents~~


	September 30, 2021
	Amortized Cost		Fair Value
(Dollars in thousands)

Due in One Year or Less	$	2,583	$	2,620
Due after One Year through Five Years	4,394		4,404
Due after Five Years through Ten Years	70,946		71,437
Due after Ten Years	139,162		140,068
Total	$	217,085	$	218,529

The following table presents the gross realized gain and loss ofon sales of ~~available-for-sale investment~~debt securities, as well as gain and loss on equity securities from both sales and market adjustments for the periods indicated.

Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
Debt Securities
Gross Gain $ 0 $ 50 $ 489 $ 62
Gross Loss 0 (47) 0 (112)
Net Gain (Loss) on Sales of Investment Securities $ 0 $ 3 $ 489 $ (50)

~~Marketable equity~~ All gains and losses presented in the table below are reported in net gain on securities ~~are measured at fair value with changes in fair value included in Change in Fair Value of Marketable Equity Securities~~ on the Consolidated ~~Statement~~Statements of Income (Loss) Income. Realized gains and losses on sales of marketable equity securities are included in Net Gain (Loss) on Sales of Investment Securities on the Consolidated Statement of (Loss) Income. There were 0 sales of marketable equity securities for the three and nine months ended September 30, 2020 and 2019, respectively..


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
(Dollars in thousands)

Debt Securities
Gross Realized Gain	$	—	$	—	$	225	$	489
Gross Realized Loss	—		—		—		—
Net Gain on Debt Securities	$	—	$	—	$	225	$	489

Equity Securities
Net Unrealized Gain (Loss) Recognized on Securities Held	$	18	$	(59)	$	251	$	(469)
Net Realized Gain Recognized on Securities Sold	6		—		6		—
Net Gain (Loss) on Equity Securities	$	24	$	(59)	$	257	$	(469)
Net Gain (Loss) on Securities	$	24	$	(59)	$	482	$	20

Note 4.5. Loans and Allowance for Loan Losses

The Company’s loan portfolio is segmented to enable management to monitor risk and performance. Real estate loans are further segregated into three classes. Residential mortgages include those secured by residential properties and include home equity loans,. Commercial mortgages consist of loans to commercial borrowers secured by commercial real estate. Construction loans typically consist of loans to build commercial buildings and acquire and develop residential real estate. The commercial and industrial segment consists of ~~four classifications:~~loans to finance the activities of commercial customers. The consumer segment consists primarily of indirect auto loans as well as personal installment loans and personal or overdraft lines of credit.

Residential mortgage loans are typically longer-term loans and, therefore, generally present greater interest rate risk than the consumer and commercial loans. Under certain economic conditions, housing values may decline, which may increase the risk that the collateral values are not sufficient.

Commercial real estate loans generally present a higher level of credit risk than loans secured by residences. This greater risk is due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effect of general economic conditions on income-producing properties, and the increased difficulty in evaluating and monitoring these types of loans. Furthermore, the repayment of commercial real estate loans is typically dependent upon the successful operation of the related real estate project. If the cash flow from the project is reduced (for example, if leases are not obtained or renewed, a bankruptcy court modifies a lease term, or a major tenant is unable to fulfill its lease obligations), the borrower’s ability to repay the loan may be impaired.

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Construction loans are originated to individuals to finance the construction of residential dwellings and are also originated for the construction of commercial properties, including hotels, apartment buildings, housing developments, and owner-occupied properties used for businesses. Construction loans generally provide for the payment of interest only during the construction phase, which is usually 12 to 18 months. At the end of the construction phase, the loan generally converts to a permanent residential or commercial mortgage loan. Construction loan risks include overfunding in comparison to the plans, untimely completion of work, and leasing and stabilization after project completion.

Commercial and industrial loans ~~consumer~~are generally secured by business assets, inventories, accounts receivable, etc., which present collateral risk.

Consumer loans generally have higher interest rates and ~~other loans.~~ shorter terms than residential mortgage loans; however, they have additional credit risk due to the type of collateral securing the loan.

The following table presents the classifications of loans as of the dates indicated.


		September 30, 2020				December 31, 2019					September 30, 2021				December 31, 2020
		Amount		Percent		Amount		Percent			Amount		Percent		Amount		Percent
(Dollars in thousands)	(Dollars in thousands)									(Dollars in thousands)

Real Estate:	Real Estate:									Real Estate:
Residential	Residential	$	343,955	32.7	%	$	347,766	36.6	%	Residential	$	317,373	31.7	%	$	344,142	32.9	%
Commercial	Commercial	353,904		33.7		351,360		36.9		Commercial	379,621		37.9		373,555		35.9
Construction	Construction	69,178		6.6		35,605		3.7		Construction	78,075		7.8		72,600		6.9
Commercial and Industrial	Commercial and Industrial	144,315		13.7		85,586		9.0		Commercial and Industrial	102,360		10.2		126,813		12.1
Consumer	Consumer	117,364		11.2		113,637		11.9		Consumer	112,087		11.2		113,854		10.9
Other	Other	22,169		2.1		18,542		1.9		Other	12,083		1.2		13,789		1.3
Total Loans	Total Loans	1,050,885		100.0	%	952,496		100.0	%	Total Loans	1,001,599		100.0	%	1,044,753		100.0	%
Allowance for Loan Losses	Allowance for Loan Losses	(13,780)				(9,867)				Allowance for Loan Losses	(11,581)				(12,771)
Loans, Net	Loans, Net	$	1,037,105			$	942,629			Loans, Net	$	990,018			$	1,031,982

The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law on March 27, 2020 and provided over $2.0 trillion in emergency economic relief to individuals and businesses impacted by the COVID-19 pandemic, which included authorizing the Small Business Administration ~~(“SBA”) to temporarily guarantee loans under a new 7(a) loan program called~~reopened the ~~Paycheck~~Payroll Protection Program ~~(“PPP”~~("PPP")~~. On April 16, 2020,~~ the ~~original $349 billion funding cap was reached. On April 23, 2020, the Paycheck Protection Program~~week of January 11, 2021 accepting applications for both First Draw and Health Care Enhancement Act (the “PPP Enhancement Act”) was signed into law and included an additional $484 billion in COVID-19 relief, including allocating an additional $310 billion to replenish the PPP. The second round of theSecond Draw PPP ~~began on April 27, 2020.~~

Under the PPP, participating SBA and other qualifying lenders can originate loans to eligible businesses that are fully guaranteed by the SBA as to principal and interest, have more favorable terms than traditional SBA loans and may be forgiven if the proceeds are used by the borrower for certain purposes. PPP is designed to help small businesses keep their workforce employed and cover expenses during the COVID-19 crisis. These loans have a two- or five-year loan term to maturity, an interest rate of 1% per annum and loan payments are deferred for six months. The SBA will guarantee 100% of the PPP loans made to eligible borrowers. The entire principal amount of a 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 60% of the loan proceeds are used for payroll expenses, with the remaining 40% of the loan proceeds used for other qualifying expenses. The Bank receives a processing fee from the SBA ranging from 1% to 5% depending on the size of the loan, which is offset by a 0.75% third-party servicing agent fee.

Loans. As of September 30, ~~2020,~~2021, as part of this round of PPP, the Bank ~~originated 638~~funded 218 PPP loans totaling ~~$71.0~~$34.6 million with ~~a median loan balance~~net deferred origination fees of ~~$35,000. Among~~$1.3 million.

PPP loans decreased $22.4 million to $32.7 million at September 30, 2021 compared to $55.1 million at December 31, 2020. At September 30, 2021, the largest sectors ~~impacted~~of PPP loans were ~~$15.6~~$9.3 million for construction and specialty-trade contractors, $5.9 million in loans for health care and social assistance, ~~$12.6 million for~~

~~Table of Contents~~

~~construction and specialty-trade contractors, $6.1~~$4.7 million for professional and technical services, ~~$6.1 million for retail trade, $5.1 million for wholesale trade, $4.6~~$2.5 million for manufacturing, ~~and $3.4~~$3.5 million for restaurant and food ~~services.~~ services, and $1.8 million for wholesale trade.

Net ~~SBA~~unamortized PPP loan origination fees as of September 30, 2021 and December 31, 2020 were ~~$2.2~~$1.0 million ~~of which $274,000 was recognized~~and $1.1 million, respectively. Net PPP loan origination fees earned were $380,000 and $1.4 million for the three ~~months ended September 30, 2020~~ and ~~$465,000 for the~~ nine months ended September 30, ~~2020.~~2021, respectively. All PPP loans are classified as commercial and industrial loans held for investment. No allowance for loan loss was allocated to the PPP loan portfolio due to the Bank complying with the lender obligations that ensure SBA guarantee.

Total unamortized net deferred loan fees were ~~$2.5~~$2.1 million and ~~$907,000 at September 30, 2020 and December 31, 2019, respectively. The increase in unamortized net deferred loan fees is primarily due to PPP loans.~~

~~Real estate loans serviced for others, which are not included in the Consolidated Statement of Financial Condition, totaled $106.0 million and $100.0~~$2.0 million at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

The following table presents classification of loans held for sale as of September 30, 2021. Loans held for sale includes $6.5 million related to the Agreement executed with Citizens Bank and $7.4 million of residential real estate loans originated and intended for sale in the secondary market. In addition, a $3.6 million nonaccrual and substandard-rated commercial real estate loan secured by a hotel that was transferred into the held for sale portfolio at September 30, 2021 was sold in October 2021 and

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will result in the recognition of an $897,000 gain on sale of loans in the fourth quarter of 2021. This loan previously incurred a $931,000 charge-off in the prior year. There were no loans held for sale at December 31, 2020.


	September 30 2021
(Dollars in thousands)

Real Estate:
Residential	$	9,640
Commercial	6,470
Construction	—
Commercial and Industrial	592
Consumer	252
Other	453
Total Loans Held for Sale	$	17,407

The Company uses an eight-point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first four categories are not considered criticized and are aggregated as “pass” rated. The criticized rating categories used by management generally follow bank regulatory definitions. The special mention category includes assets that are currently protected but are below average quality, resulting in an undue credit risk, but not to the point of justifying a substandard classification. Loans in the substandard category have well-defined weaknesses that jeopardize the liquidation of the debt and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. Loans classified as doubtful have all the weaknesses inherent in loans classified as substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as loss are considered uncollectable and of such little value that continuance as an asset is not warranted.

The following table presents loans summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard and Doubtful within the internal risk rating system as of the dates indicated. At September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, there were 0no loans in the criticized category of Loss within the internal risk rating system.

September 30, 2020
Pass
Special
Mention
Substandard Doubtful Total
(Dollars in Thousands)
Real Estate:
Residential $ 340,421 $ 1,045 $ 2,489 $ 0 $ 343,955
Commercial 311,125 29,383 13,396 0 353,904
Construction 65,158 3,379 641 0 69,178
Commercial and Industrial 137,871 4,197 1,614 633 144,315
Consumer 117,315 0 49 0 117,364
Other 22,089 80 0 0 22,169
Total Loans $ 993,979 $ 38,084 $ 18,189 $ 633 $ 1,050,885

December 31, 2019
Pass
Special
Mention
Substandard Doubtful Total
(Dollars in Thousands)
Real Estate:
Residential $ 343,851 $ 1,997 $ 1,918 $ 0 $ 347,766
Commercial 335,436 12,260 3,664 0 351,360
Construction 33,342 2,263 0 0 35,605
Commercial and Industrial 75,201 7,975 1,691 719 85,586
Consumer 113,527 0 110 0 113,637
Other 18,452 90 0 0 18,542
Total Loans $ 919,809 $ 24,585 $ 7,383 $ 719 $ 952,496

The increase of $13.5 million in the special mention loan category and $10.8 million in the substandard category as of September 30, 2020 compared to December 31, 2019 was mainly from the downgrade of the hospitality portfolio due to the economic conditions in that industry caused by the COVID-19 pandemic.


	September 30, 2021
	Pass		Special Mention		Substandard		Doubtful		Total
(Dollars in Thousands)

Real Estate:
Residential	$	314,266	$	869	$	2,238	$	—	$	317,373
Commercial	339,193		28,018		12,410		—		379,621
Construction	66,649		10,785		641		—		78,075
Commercial and Industrial	87,901		12,410		1,513		536		102,360
Consumer	112,017		—		70		—		112,087
Other	12,012		71		—		—		12,083
Total Loans	$	932,038	$	52,153	$	16,872	$	536	$	1,001,599

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	December 31, 2020
	Pass		Special Mention		Substandard		Doubtful		Total
(Dollars in Thousands)

Real Estate:
Residential	$	340,573	$	1,115	$	2,454	$	—	$	344,142
Commercial	320,358		37,482		15,715		—		373,555
Construction	68,343		53		4,204		—		72,600
Commercial and Industrial	113,797		7,787		4,620		609		126,813
Consumer	113,805		—		49		—		113,854
Other	13,711		78		—		—		13,789
Total Loans	$	970,587	$	46,515	$	27,042	$	609	$	1,044,753

The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of the dates indicated.


		September 30, 2020															September 30, 2021
		Loans Current		30-59 Days Past Due		60-89 Days Past Due		90 Days Or More Past Due		Total Past Due		Non- Accrual		Total Loans			Loans Current		30-59 Days Past Due		60-89 Days Past Due		90 Days Or More Past Due		Total Past Due		Non- Accrual		Total Loans
(Dollars in Thousands)	(Dollars in Thousands)															(Dollars in Thousands)

Real Estate:	Real Estate:															Real Estate:
Residential	Residential	$	341,775	$	281	$	22	$	0	$	303	$	1,877	$	343,955	Residential	$	315,124	$	613	$	—	$	—	$	613	$	1,636	$	317,373
Commercial	Commercial	345,772		0		0		0		0		8,132		353,904		Commercial	374,315		—		—		—		—		5,306		379,621
Construction	Construction	69,178		0		0		0		0		0		69,178		Construction	78,075		—		—		—		—		—		78,075
Commercial and Industrial	Commercial and Industrial	142,286		0		0		0		0		2,029		144,315		Commercial and Industrial	100,817		—		—		—		—		1,543		102,360
Consumer	Consumer	116,826		452		37		0		489		49		117,364		Consumer	111,515		484		18		—		502		70		112,087
Other	Other	22,169		0		0		0		0		0		22,169		Other	12,083		—		—		—		—		—		12,083
Total Loans	Total Loans	$	1,038,006	$	733	$	59	$	0	$	792	$	12,087	$	1,050,885	Total Loans	$	991,929	$	1,097	$	18	$	—	$	1,115	$	8,555	$	1,001,599


		December 31, 2019															December 31, 2020
		Loans Current		30-59 Days Past Due		60-89 Days Past Due		90 Days Or More Past Due		Total Past Due		Non- Accrual		Total Loans			Loans Current		30-59 Days Past Due		60-89 Days Past Due		90 Days Or More Past Due		Total Past Due		Non- Accrual		Total Loans
(Dollars in Thousands)	(Dollars in Thousands)															(Dollars in Thousands)

Real Estate:	Real Estate:															Real Estate:
Residential	Residential	$	342,010	$	3,462	$	281	$	196	$	3,939	$	1,817	$	347,766	Residential	$	339,067	$	2,919	$	315	$	—	$	3,234	$	1,841	$	344,142
Commercial	Commercial	351,104		22		0		0		22		234		351,360		Commercial	365,712		1		740		—		741		7,102		373,555
Construction	Construction	35,605		0		0		0		0		0		35,605		Construction	72,600		—		—		—		—		—		72,600
Commercial and Industrial	Commercial and Industrial	84,280		388		178		0		566		740		85,586		Commercial and Industrial	124,916		—		—		—		—		1,897		126,813
Consumer	Consumer	112,438		923		140		26		1,089		110		113,637		Consumer	112,952		784		61		8		853		49		113,854
Other	Other	18,542		0		0		0		0		0		18,542		Other	13,789		—		—		—		—		—		13,789
Total Loans	Total Loans	$	943,979	$	4,795	$	599	$	222	$	5,616	$	2,901	$	952,496	Total Loans	$	1,029,036	$	3,704	$	1,116	$	8	$	4,828	$	10,889	$	1,044,753

The ~~increase~~decrease in nonaccrual ~~commercial real estate~~ loans ~~is primarily related~~at September 30, 2021 compared to 2 hotel loans with a total principal balance of $7.9 million that were impacted by the pandemic and determined to be impaired due to insufficient cash flows and occupancy rates. The increase in nonaccrual commercial and industrial loansDecember 31, 2020 is primarily related to a ~~$1.4~~$3.6 million ~~relationship with collateral~~commercial real estate loan secured by a hotel that was transferred to loans held-for-sale as previously noted, partially offset by a $2.0 million commercial real estate loan secured by a hotel that was moved to nonaccrual status in the current period.

Additional interest income that would have been recorded if the loans that were nonaccrual at September 30, 2021 were current was $33,000 and ~~income shortfalls.~~$136,000 for the three and nine months ended September 30, 2021, respectively, and $20,000 and $59,000 for the three and nine months ended September 30, 2020, respectively.

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The following table sets forth the amounts and categories of nonperforming assets at the dates indicated. Included in nonperforming loans and assets are troubled debt restructurings (“TDRs”), which are loans whose contractual terms have been restructured in a manner which grants a concession to a borrower experiencing financial difficulties. Nonaccrual TDRs are included in their specific loan category in the nonaccrual loans section. Nonperforming loans do not include loans modified under Section 4013 of the CARES Act and interagency guidance as further explained below.


		September 30, 2020			December 31, 2019				September 30, 2021			December 31, 2020
(Dollars in Thousands)	(Dollars in Thousands)							(Dollars in Thousands)

Nonaccrual Loans:	Nonaccrual Loans:							Nonaccrual Loans:
Real Estate:	Real Estate:							Real Estate:
Residential	Residential	$	1,877		$	1,817		Residential	$	1,636		$	1,841
Commercial	Commercial	8,132			234			Commercial	5,306			7,102
Construction								Construction	—			—
Commercial and Industrial	Commercial and Industrial	2,029			740			Commercial and Industrial	1,543			1,897
Consumer	Consumer	49			110			Consumer	70			49
Total Nonaccrual Loans	Total Nonaccrual Loans	12,087			2,901			Total Nonaccrual Loans	8,555			10,889

Accruing Loans Past Due 90 Days or More:	Accruing Loans Past Due 90 Days or More:							Accruing Loans Past Due 90 Days or More:
Real Estate:
Residential		0			196

Consumer	Consumer	0			26			Consumer	—			8
Total Accruing Loans Past Due 90 Days or More	Total Accruing Loans Past Due 90 Days or More	0			222			Total Accruing Loans Past Due 90 Days or More	—			8
Total Nonaccrual Loans and Accruing Loans Past Due 90 Days or More	Total Nonaccrual Loans and Accruing Loans Past Due 90 Days or More	12,087			3,123			Total Nonaccrual Loans and Accruing Loans Past Due 90 Days or More	8,555			10,897

Troubled Debt Restructurings, Accruing:	Troubled Debt Restructurings, Accruing:							Troubled Debt Restructurings, Accruing:
Real Estate	Real Estate							Real Estate
Residential	Residential	660			511			Residential	622			650
Commercial	Commercial	2,162			1,648			Commercial	1,713			2,861
Commercial and Industrial	Commercial and Industrial	96			100			Commercial and Industrial	17			80
Total Troubled Debt Restructurings, Accruing	Total Troubled Debt Restructurings, Accruing	2,918			2,259			Total Troubled Debt Restructurings, Accruing	2,352			3,591

Total Nonperforming Loans	Total Nonperforming Loans	15,005			5,382			Total Nonperforming Loans	10,907			14,488

Other Real Estate Owned:	Other Real Estate Owned:							Other Real Estate Owned:
Residential	Residential	14			41			Residential	36			—
Commercial	Commercial	208			192			Commercial	—			208
Total Other Real Estate Owned	Total Other Real Estate Owned	222			233			Total Other Real Estate Owned	36			208

Total Nonperforming Assets	Total Nonperforming Assets	$	15,227		$	5,615		Total Nonperforming Assets	$	10,943		$	14,696

Nonperforming Loans to Total Loans	Nonperforming Loans to Total Loans	1.43		%	0.57		%	Nonperforming Loans to Total Loans	1.09		%	1.39		%
Nonperforming Assets to Total Assets	Nonperforming Assets to Total Assets	1.09			0.42			Nonperforming Assets to Total Assets	0.74			1.04

The recorded investment of residential real estate loans for which formal foreclosure proceedings were in process according to applicable requirements of the local jurisdiction was ~~$805,000~~$775,000 and ~~$1.1 million~~$806,000 at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

TDRs typically are the result of loss mitigation activities whereby concessions are granted to minimize loss and avoid foreclosure or repossession of collateral. For a loan modification to be considered a TDR, the borrower must be experiencing financial difficulty and a concession must be granted, except for an insignificant delay in payment. Section 4013 of the CARES Act ~~provides~~and regulatory guidance promulgated by federal banking regulators provide temporary relief from accounting and financial reporting requirements for TDRs regarding certain short-term loan modifications related to COVID-19. Specifically, the CARES Act provides that the Bank may elect to suspend the requirements under GAAP for certain loan modifications that would otherwise be categorized as a TDR and suspend any determination that such loan modifications would be considered a TDR, including the related impairment for accounting purposes. Any modification involving

~~Table of Contents~~

a loan that was not more than 30 days past due as of December 31, 2019 and that occurs beginning on March 1, 2020 and ends on the earlier of ~~December 31, 2020~~January 1, 2022 (as extended by the Consolidated Appropriations Act, 2021) or the date that is 60 days after the termination date of the national emergency related to

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the COVID-19 outbreak qualify for this exception, including a forbearance arrangement, interest rate modification, repayment plan or any other similar arrangement that defers or delays the payment of principal or interest.

Bank regulatory agencies released an interagency statement that offers practical expedients for modifications that occur in response to the COVID-19 pandemic, but it differs with the CARES Act in certain areas. The expedients require a lender to conclude that a borrower is not experiencing financial difficulty if either short-term (e.g., six months or less) modifications are made, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant related to loans in which the borrower is less than 30 days past due on its contractual payments at the time a modification program is implemented or the modification or deferral program is mandated by the federal government or a state government. The bank regulatory agencies have subsequently confirmed that their guidance could be applicable for loans that do not qualify for favorable accounting treatment under Section 4013 of the CARES Act. Both Section 4013 of the CARES Act and the interagency statement can be applied to a second modification that occurs after the first modification provided that the second modification does not qualify as a TDR under Section 4013 of the CARES Act or the interagency statement. In its evaluation of whether a payment deferral qualifies as short-term under the interagency statement, an entity should assess multiple payment deferrals collectively (i.e., the cumulative deferrals cannot exceed six months).

The Bank offered forbearance options for borrowers impacted by COVID-19 that provide a short-term delay in payment by primarily allowing: (a) deferral of three to six months of payments; or (b) for consumer loans not secured by a real estate mortgage, three months of interest-only payments that also extends the maturity date of the loan by three months. During the forbearance period, the borrower is not considered delinquent for credit bureau reporting purposes. The Company has elected the practical expedients related to TDRs that are available in the CARES Act and interagency guidance as an entity-wide accounting policy and does not consider any of the forbearance agreements TDRs, delinquent, or nonaccrual.

The following table provides details of loans in forbearance ~~and the forbearance end dates~~ as of the dates indicated.

September 30, 2020 June 30, 2020
Number
of
Loans Amount % of Portfolio Number
of
Loans Amount % of Portfolio
(Dollars in thousands)
Real Estate:
Residential 11 1,242 0.4 % 163 23,653 6.9 %
Commercial 9 13,885 3.9 % 111 105,117 30.0 %
Construction 1 7,162 10.4 % 6 15,518 26.6 %
Commercial and Industrial 1 122 0.1 % 76 15,697 10.5 %
Consumer 12 295 0.3 % 170 3,447 2.9 %
Other 0 0 0 % 1 2,504 11.2 %
Total Loans in Forbearance 34 $ 22,706 2.2 % 527 $ 165,936 15.9 %

The commercial real estate loans remaining in deferral at September 30, 2020 include 5 hotel loans totaling $10.3 million and the construction loan is a retail project. The loans are scheduled to exit their deferral period in the fourth quarter.


	September 30, 2021					December 31, 2020
	Number of Loans	Amount		% of Portfolio			Number of Loans	Amount		% of Portfolio
(Dollars in thousands)

Real Estate:
Residential	—	$	—	—	%		4	$	749	0.2	%
Commercial	—	—		—	%		8	19,818		5.3	%
Construction	—	—		—	%		1	1,958		2.7	%
Commercial and Industrial	—	—		—	%		5	1,219		1.0	%
Consumer	—	—		—	%		13	356		0.3	%

Total Loans in Forbearance	—	$	—	—	%		31	$	24,100	2.3	%

The concessions granted for the TDRs in the portfolio primarily consist of, but are not limited to, modification of payment or other terms, temporary rate modification and extension of maturity date. Loans classified as TDRs consisted of 1814 loans totaling ~~$3.6~~$2.9 million at September 30, ~~2020~~2021 and 1617 loans totaling ~~$3.0~~$4.2 million at December 31, ~~2019,~~2020, respectively.

During the nine months ended September 30, 2020, there was 1 residential real estate loan modified in a TDR totaling $60,000 that paid off. During the nine months ended September 30, 2019, 1 residential real estate loan modified in a TDR totaling $851,000 paid off. NaN TDRs subsequently defaulted during the three and nine months ended September 30, 2020 and 2019, respectively.

~~Table of Contents~~

The following ~~tables present~~table presents information at the time of modification related to loans modified in a TDR during the periods indicated. During the three and nine months ended September 30, ~~2020 and 2019.~~2021, there were no loans that were modified that were considered a TDR.

Three Months Ended September 30, 2020
Number
of
Contracts
Pre-
Modification
Outstanding
Recorded
Investment
Post-
Modification
Outstanding
Recorded
Investment
Related
Allowance
(Dollars in thousands)
Real Estate:
Commercial 1 $ 504 $ 519 $ 0
Commercial and Industrial 1 38 38 0
Total 2 $ 542 $ 557 $ 0

Nine Months Ended September 30, 2020
Number
of
Contracts
Pre-
Modification
Outstanding
Recorded
Investment
Post-
Modification
Outstanding
Recorded
Investment
Related
Allowance
(Dollars in thousands)
Real Estate:
Residential 1 $ 234 $ 234 $ 0
Commercial 1 504 519 0
Commercial and Industrial 1 38 38 0
Total 3 $ 776 $ 791 $ 0


		Three Months Ended June 30, 2019								Three Months Ended September 30, 2020
		Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Related Allowance			Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Related Allowance
(Dollars in thousands)	(Dollars in thousands)								(Dollars in thousands)

Real Estate:	Real Estate:								Real Estate:
Residential		1	$	10	$	10	$	0

Commercial									Commercial	1	$	504	$	519	$	—
Commercial and Industrial									Commercial and Industrial	1	38		38		—
Total	Total	1	$	10	10		$	0	Total	2	$	542	557		$	—

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		Nine Months Ended September 30, 2019								Nine Months Ended September 30, 2020
		Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Related Allowance			Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Related Allowance
(Dollars in thousands)	(Dollars in thousands)								(Dollars in thousands)

Real Estate:	Real Estate:								Real Estate:
Residential	Residential	2	$	71	$	71	$	0	Residential	1	$	234	$	234	$	—
Commercial									Commercial	1	504		519		—
Commercial and Industrial	Commercial and Industrial	1	114		114		0		Commercial and Industrial	1	38		38		—
Total	Total	3	$	185	$	185	$	0	Total	3	$	776	$	791	$	—

During the three months ended September 30, 2021, no loans that were previously modified in a TDR paid off in full. During the nine months ended September 30, 2021, 1 residential real estate loan totaling $3,000, 1 commercial real estate loan totaling $698,000 and 1 commercial and industrial loan totaling $8,000 previously modified in a TDR paid off in full. During the three months ended September 30, 2020, no loans previously modified in a TDR paid off in full. During the nine months ended September 30, 2020, 1 residential real estate loan totaling $60,000 previously modified in a TDR paid off in full

No TDRs subsequently defaulted during the three and nine months ended September 30, 2021 and 2020, respectively.

The following table presents a summary of the loans considered to be impaired as of the dates indicated.


		September 30, 2020											September 30, 2021
		Recorded Investment		Related Allowance		Unpaid Principal Balance		Average Recorded Investment		Interest Income Recognized			Recorded Investment		Related Allowance		Unpaid Principal Balance		Average Recorded Investment		Interest Income Recognized
(Dollars in thousands)	(Dollars in thousands)											(Dollars in thousands)

With No Related Allowance Recorded:	With No Related Allowance Recorded:											With No Related Allowance Recorded:
Real Estate:	Real Estate:											Real Estate:
Residential	Residential	$	1,216	$	—	$	1,220	$	1,220	$	34	Residential	$	1,146	$	—	$	1,150	$	1,165	$	35
Commercial	Commercial	20,896		—		20,916		25,193		811		Commercial	13,100		—		13,315		13,361		235
Construction	Construction	641		—		641		766		21		Construction	641		—		641		641		16
Commercial and Industrial	Commercial and Industrial	881		—		1,069		936		6		Commercial and Industrial	2,066		—		2,351		2,922		24
Total With No Related Allowance Recorded	Total With No Related Allowance Recorded	$	23,634	$	—	$	23,846	$	28,115	$	872	Total With No Related Allowance Recorded	$	16,953	$	—	$	17,457	$	18,089	$	310

With A Related Allowance Recorded:	With A Related Allowance Recorded:											With A Related Allowance Recorded:
Real Estate:	Real Estate:											Real Estate:
Residential												Residential	$	—	$	—	$	—	$	—	$	—
Commercial	Commercial	$	9,498	$	2,248	$	9,528	$	9,610	$	291	Commercial	272		199		272		473		16
Construction												Construction	—		—		—		—		—
Commercial and Industrial	Commercial and Industrial	1,528		607		1,528		1,609		45		Commercial and Industrial	—		—		—		—		—
Total With A Related Allowance Recorded	Total With A Related Allowance Recorded	$	11,026	$	2,855	$	11,056	$	11,219	$	336	Total With A Related Allowance Recorded	$	272	$	199	$	272	$	473	$	16

Total Impaired Loans:	Total Impaired Loans:											Total Impaired Loans:
Real Estate:	Real Estate:											Real Estate:
Residential	Residential	$	1,216	$	0	$	1,220	$	1,220	$	34	Residential	$	1,146	$	—	$	1,150	$	1,165	$	35
Commercial	Commercial	30,394		2,248		30,444		34,803		1,102		Commercial	13,372		199		13,587		13,834		251
Construction	Construction	641		0		641		766		21		Construction	641		—		641		641		16
Commercial and Industrial	Commercial and Industrial	2,409		607		2,597		2,545		51		Commercial and Industrial	2,066		—		2,351		2,922		24
Total Impaired Loans	Total Impaired Loans	$	34,660	$	2,855	$	34,902	$	39,334	$	1,208	Total Impaired Loans	$	17,225	$	199	$	17,729	$	18,562	$	326

1921

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		December 31, 2019											December 31, 2020
		Recorded Investment		Related Allowance		Unpaid Principal Balance		Average Recorded Investment		Interest Income Recognized			Recorded Investment		Related Allowance		Unpaid Principal Balance		Average Recorded Investment		Interest Income Recognized
(Dollars in thousands)	(Dollars in thousands)											(Dollars in thousands)

With No Related Allowance Recorded:	With No Related Allowance Recorded:											With No Related Allowance Recorded:
Real Estate:	Real Estate:											Real Estate:
Residential	Residential	$	549	$	—	$	553	$	494	$	20	Residential	$	1,183	$	—	$	1,187	$	1,194	$	46
Commercial	Commercial	3,058		—		3,077		3,335		177		Commercial	31,865		—		32,887		37,443		1,418
Construction												Construction	4,204		—		4,204		4,013		159
Commercial and Industrial	Commercial and Industrial	133		—		135		156		6		Commercial and Industrial	3,296		—		3,506		3,426		89
Total With No Related Allowance Recorded	Total With No Related Allowance Recorded	$	3,740	$	—	$	3,765	$	3,985	$	203	Total With No Related Allowance Recorded	$	40,548	$	—	$	41,784	$	46,076	$	1,712

With A Related Allowance Recorded:	With A Related Allowance Recorded:											With A Related Allowance Recorded:
Real Estate:	Real Estate:											Real Estate:
Residential												Residential	$	—	$	—	$	—	$	—	$	—
Commercial	Commercial	$	1,646	$	274	$	1,646	$	1,702	$	81	Commercial	1,524		293		1,524		1,585		72
Construction												Construction	—		—		—		—		—
Commercial and Industrial	Commercial and Industrial	2,378		610		2,529		2,448		113		Commercial and Industrial	2,069		356		2,069		2,114		57
Total With A Related Allowance Recorded	Total With A Related Allowance Recorded	$	4,024	$	884	$	4,175	$	4,150	$	194	Total With A Related Allowance Recorded	$	3,593	$	649	$	3,593	$	3,699	$	129

Total Impaired Loans	Total Impaired Loans											Total Impaired Loans
Real Estate:	Real Estate:											Real Estate:
Residential	Residential	$	549	$	0	$	553	$	494	$	20	Residential	$	1,183	$	—	$	1,187	$	1,194	$	46
Commercial	Commercial	4,704		274		4,723		5,037		258		Commercial	33,389		293		34,411		39,028		1,490
Construction												Construction	4,204		—		4,204		4,013		159
Commercial and Industrial	Commercial and Industrial	2,511		610		2,664		2,604		119		Commercial and Industrial	5,365		356		5,575		5,540		146
Total Impaired Loans	Total Impaired Loans	$	7,764	$	884	$	7,940	$	8,135	$	397	Total Impaired Loans	$	44,141	$	649	$	45,377	$	49,775	$	1,841

The ~~$26.9 million increase in~~ recorded investment of loans evaluated for impairment decreased $26.9 million at September 30, 2021 compared to December 31, 2020 and was primarily ~~in the~~related to commercial real estate ~~category,~~loans. This is ~~mainly~~primarily the result of no longer evaluating separately for impairment certain commercial real estate loans secured by hotels that have manageable loan-to-value ratios and have exhibited an ability to cash flow during the COVID-19 pandemic, with the expectation that hotel operations strengthen further as occupancy rates increase due to ~~evaluating~~ the ~~hotel portfolio~~economy reopening and resumption of travel. In addition, as previously noted, a $3.6 million commercial real estate loan was transferred into loans held for ~~potential impairment. $16.1 million of hotel loans were~~sale and was no longer evaluated for impairment ~~and determined to not require specific reserves. NaN hotel loans with a total principal balance of $7.9 million were determined to be impaired due to insufficient cash flows and occupancy rates.~~at September 30, 2021. The loan was subsequently sold in October 2021.

The following tables present the activity in the allowance for loan losses ~~(“ALLL”)~~ summarized by ~~major classifications~~primary segments and segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for potential impairment at the dates and for the periods indicated.


		Real Estate Residential		Real Estate Commercial		Real Estate Construction		Commercial and Industrial		Consumer		Other		Unallocated		Total			Real Estate Residential		Real Estate Commercial		Real Estate Construction		Commercial and Industrial		Consumer		Other		Unallocated		Total
(Dollars in thousands)	(Dollars in thousands)																	(Dollars in thousands)

June 30, 2020		$	2,688	$	5,160	$	820	$	1,566	$	1,714	$	0	$	700	$	12,648
June 30, 2021																		June 30, 2021	$	1,588	$	5,582	$	1,136	$	1,152	$	941	$	—	$	1,145	$	11,544
Charge-offs	Charge-offs	(11)		0		0		0		(103)		0		0		(114)		Charge-offs	—		—		—		—		(19)		—		—		(19)
Recoveries	Recoveries	1		1		0		6		38		0		0		46		Recoveries	2		—		—		11		43		—		—		56
Provision		(506)		1,711		71		170		(290)		0		44		1,200
September 30, 2020		$	2,172	$	6,872	$	891	$	1,742	$	1,359	$	0	$	744	$	13,780
Provision (Recovery)																		Provision (Recovery)	(98)		347		(71)		(21)		(12)		—		(145)		—
September 30, 2021																		September 30, 2021	$	1,492	$	5,929	$	1,065	$	1,142	$	953	$	—	$	1,000	$	11,581

2022

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Real
Estate
Residential
Real
Estate
Commercial
Real
Estate
Construction
Commercial
and
Industrial
Consumer Other Unallocated Total
(Dollars in thousands)
December 31, 2019 $ 2,023 $ 3,210 $ 285 $ 2,412 $ 1,417 $ 0 $ 520 $ 9,867
Charge-offs (36) 0 0 0 (239) 0 0 (275)
Recoveries 5 28 0 21 134 0 0 188
Provision 180 3,634 606 (691) 47 0 224 4,000
September 30, 2020 $ 2,172 $ 6,872 $ 891 $ 1,742 $ 1,359 $ 0 $ 744 $ 13,780


	Real Estate Residential		Real Estate Commercial		Real Estate Construction		Commercial and Industrial		Consumer		Other		Unallocated		Total
(Dollars in thousands)

December 31, 2020	$	2,249	$	6,010	$	889	$	1,423	$	1,283	$	—	$	917	$	12,771
Charge-offs	—		—		—		—		(139)		—		—		(139)
Recoveries	15		—		—		33		101		—		—		149
Provision (Recovery)	(772)		(81)		176		(314)		(292)		—		83		(1,200)
September 30, 2021	$	1,492	$	5,929	$	1,065	$	1,142	$	953	$	—	$	1,000	$	11,581


	September 30, 2021
	Real Estate Residential		Real Estate Commercial		Real Estate Construction		Commercial and Industrial		Consumer		Other		Unallocated		Total
(Dollars in thousands)

Individually Evaluated for Impairment	$	—	$	199	$	—	$	—	$	—	$	—	$	—	$	199
Collectively Evaluated for Potential Impairment	$	1,492	$	5,730	$	1,065	$	1,142	$	953	$	—	$	1,000	$	11,382


		September 30, 2020																	December 31, 2020
		Real Estate Residential		Real Estate Commercial		Real Estate Construction		Commercial and Industrial		Consumer		Other		Unallocated		Total			Real Estate Residential		Real Estate Commercial		Real Estate Construction		Commercial and Industrial		Consumer		Other		Unallocated		Total
(Dollars in thousands)	(Dollars in thousands)																	(Dollars in thousands)

Individually Evaluated for Impairment	Individually Evaluated for Impairment	$	0	$	2,248	$	0	$	607	$	0	$	0	$	0	$	2,855	Individually Evaluated for Impairment	$	—	$	293	$	—	$	356	$	—	$	—	$	—	$	649
Collectively Evaluated for Potential Impairment	Collectively Evaluated for Potential Impairment	$	2,172	$	4,624	$	891	$	1,135	$	1,359	$	0	$	744	$	10,925	Collectively Evaluated for Potential Impairment	$	2,249	$	5,717	$	889	$	1,067	$	1,283	$	—	$	917	$	12,122

December 31, 2019
Real
Estate
Residential
Real
Estate
Commercial
Real
Estate
Construction
Commercial
and
Industrial
Consumer Other Unallocated Total
(Dollars in thousands)
Individually Evaluated for Impairment $ 0 $ 274 $ 0 $ 610 $ 0 $ 0 $ 0 $ 884
Collectively Evaluated for Potential Impairment $ 2,023 $ 2,936 $ 285 $ 1,802 $ 1,417 $ 0 $ 520 $ 8,983


	Real Estate Residential		Real Estate Commercial		Real Estate Construction		Commercial and Industrial		Consumer		Other		Unallocated		Total
(Dollars in thousands)

June 30, 2020	$	2,688	$	5,160	$	820	$	1,566	$	1,714	$	—	$	700	$	12,648
Charge-offs	(11)		—		—		—		(103)		—		—		(114)
Recoveries	1		1		—		6		38		—		—		46
Provision (Recovery)	(506)		1,711		71		170		(290)		—		44		1,200
September 30, 2020	$	2,172	$	6,872	$	891	$	1,742	$	1,359	$	—	$	744	$	13,780

Real
Estate
Residential
Real
Estate
Commercial
Real
Estate
Construction
Commercial
and
Industrial
Consumer Other Unallocated Total
(Dollars in thousands)
June 30, 2019 $ 1,096 $ 3,446 $ 488 $ 2,718 $ 1,500 $ 0 $ 443 $ 9,691
Charge-offs (28) 0 0 (16) (165) 0 0 (209)
Recoveries 1 35 0 5 52 0 0 93
Provision 582 (508) 49 (278) 76 0 254 175
September 30, 2019 $ 1,651 $ 2,973 $ 537 $ 2,429 $ 1,463 $ 0 $ 697 $ 9,750

2123

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		Real Estate Residential		Real Estate Commercial		Real Estate Construction		Commercial and Industrial		Consumer		Other		Unallocated		Total			Real Estate Residential		Real Estate Commercial		Real Estate Construction		Commercial and Industrial		Consumer		Other		Unallocated		Total
(Dollars in thousands)	(Dollars in thousands)																	(Dollars in thousands)

December 31, 2018		$	1,050	$	2,693	$	395	$	2,807	$	2,027	$	0	$	586	$	9,558
December 31, 2019																		December 31, 2019	$	2,023	$	3,210	$	285	$	2,412	$	1,417	$	—	$	520	$	9,867
Charge-offs	Charge-offs	(71)		0		0		(16)		(451)		0		0		(538)		Charge-offs	(36)		—		—		—		(239)		—		—		(275)
Recoveries	Recoveries	10		56		0		7		107		0		0		180		Recoveries	5		28		—		21		134		—		—		188
Provision		662		224		142		(369)		(220)		0		111		550
September 30, 2019		$	1,651	$	2,973	$	537	$	2,429	$	1,463	$	0	$	697	$	9,750
Provision (Recovery)																		Provision (Recovery)	180		3,634		606		(691)		47		—		224		4,000
September 30, 2020																		September 30, 2020	$	2,172	$	6,872	$	891	$	1,742	$	1,359	$	—	$	744	$	13,780


		September 30, 2019																	September 30, 2020
		Real Estate Residential		Real Estate Commercial		Real Estate Construction		Commercial and Industrial		Consumer		Other		Unallocated		Total			Real Estate Residential		Real Estate Commercial		Real Estate Construction		Commercial and Industrial		Consumer		Other		Unallocated		Total
(Dollars in thousands)	(Dollars in thousands)																	(Dollars in thousands)

Individually Evaluated for Impairment	Individually Evaluated for Impairment	$	0	$	300	$	0	$	503	$	0	$	0	$	0	$	803	Individually Evaluated for Impairment	$	—	$	2,248	$	—	$	607	$	—	$	—	$	—	$	2,855
Collectively Evaluated for Potential Impairment	Collectively Evaluated for Potential Impairment	$	1,651	$	2,673	$	537	$	1,926	$	1,463	$	0	$	697	$	8,947	Collectively Evaluated for Potential Impairment	$	2,172	$	4,624	$	891	$	1,135	$	1,359	$	—	$	744	$	10,925

The ~~COVID-19 pandemic has resulted in a dramatic increase in unemployment and recessionary economic conditions. Based on evaluation of the macroeconomic conditions, the qualitative factors used in the~~ allowance for loan ~~loss analysis related~~losses was $11.6 million at September 30, 2021 compared to ~~economic trends and industry conditions, specifically because~~$12.8 million at December 31, 2020. There was a net recovery of vulnerable industries such as hospitality, oil and gas, retail and restaurants, were adjusted in the current year for these circumstances. In addition, the Company has an exposure of hotel loans that have been greatly impacted by the COVID-19 pandemic and were evaluated for impairment in the current quarter. NaN hotel loans with a total principal balance of $7.9 million were determined to be impaired due to insufficient cash flows and occupancy rates. The combination of these factors primarily resulted in a $1.2 million ~~provision for loan losses for the three months ended September 30, 2020 and $4.0 million~~of provision for loan losses for the nine months ended September 30, ~~2020.~~

~~Prior~~2021. A $20.8 million decrease in net reservable loans in the current year, which excludes PPP loans and includes the reclassification of $17.4 million of loans to held for sale that do not require a reserve, as well as a decrease in specifically impaired loans and improving economic and industry conditions, contributed to the ~~quarter ended March~~net recovery in the current period.

The following table presents the major classifications of loans summarized by individually evaluated for impairment and collectively evaluated for potential impairment as of the dates indicated. At September 30, 2021 and December 31, 2020, management determined historical loss experience for each segment of loans using a two-year rolling average of the net charge-off data within each loan segment, which was then used in combination with qualitative factors to calculate the general allowance component that covers pools of homogeneous loans that are not specifically evaluated for impairment. For the quarter ended March 31, 2020, the Company began using a five-year rolling average of the net charge-off data within each segment. This change was driven by no net charge-off experience in the commercial real estate and commercial and industrial ~~segments in~~loans include $32.7 million and $55.1 million, respectively, of PPP loans collectively evaluated for potential impairment. No allowance for loan loss was allocated to the ~~prior two-year rolling period as~~PPP loan portfolio due to the Bank complying with the lender obligations that ensure SBA guarantee.


	September 30, 2021
	Real Estate Residential		Real Estate Commercial		Real Estate Construction		Commercial and Industrial		Consumer		Other		Total
(Dollars in thousands)

Individually Evaluated for Impairment	$	1,146	$	13,372	$	641	$	2,066	$	—	$	—	$	17,225
Collectively Evaluated for Potential Impairment	316,227		366,249		77,434		100,294		112,087		12,083		984,374
Total Loans	$	317,373	$	379,621	$	78,075	$	102,360	$	112,087	$	12,083	$	1,001,599

Table of March 31, 2020, which the Company believes does not represent the inherent risks in those segments. In the first quarter of 2018, the Company incurred $1.4 million of commercial and industrial charge-offs, however this period would have been removed from the lookback period as of March 31, 2020 if continuing to use a two-year history. In addition, moving to a five-year history is expected to improve the calculation moving forward by capturing economic ebbs and flows over a longer period while also not heavily weighting one period of charge-off activity.Contents


	December 31, 2020
	Real Estate Residential		Real Estate Commercial		Real Estate Construction		Commercial and Industrial		Consumer		Other		Total
(Dollars in thousands)

Individually Evaluated for Impairment	$	1,183	$	33,389	$	4,204	$	5,365	$	—	$	—	$	44,141
Collectively Evaluated for Potential Impairment	342,959		340,166		68,396		121,448		113,854		13,789		1,000,612
Total Loans	$	344,142	$	373,555	$	72,600	$	126,813	$	113,854	$	13,789	$	1,044,753

The following table presents changes in the accretable discount on the loans acquired at fair value at the dates indicated.


	Accretable Discount
(Dollars in Thousands)

December 31, ~~2019~~2020	$	~~1,628~~1,194
Accretable Yield	~~(293)~~(385)
September 30, ~~2020~~2021	$	~~1,335~~809

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~~The following table presents the major classifications of loans summarized by individually evaluated for impairment and collectively evaluated for potential impairment as of the dates indicated.~~

September 30, 2020
Real
Estate
Residential
Real
Estate
Commercial
Real
Estate
Construction
Commercial
and
Industrial
Consumer Other Total
(Dollars in thousands)
Individually Evaluated for Impairment $ 1,216 $ 30,394 $ 641 $ 2,409 $ 0 $ 0 $ 34,660
Collectively Evaluated for Potential Impairment 342,739 323,510 68,537 141,906 117,364 22,169 1,016,225
Total Loans $ 343,955 $ 353,904 $ 69,178 $ 144,315 $ 117,364 $ 22,169 $ 1,050,885

At September 30, 2020, commercial and industrial contains $71.0 million of PPP loans collectively evaluated for potential impairment. No allowance for loan loss was allocated to the PPP loan portfolio due to the Bank complying with the lender obligations that ensure SBA guarantee.

December 31, 2019
Real
Estate
Residential
Real
Estate
Commercial
Real
Estate
Construction
Commercial
and
Industrial
Consumer Other Total
(Dollars in thousands)
Individually Evaluated for Impairment $ 549 $ 4,704 $ 0 $ 2,511 $ 0 $ 0 $ 7,764
Collectively Evaluated for Potential Impairment 347,217 346,656 35,605 83,075 113,637 18,542 944,732
Total Loans $ 347,766 $ 351,360 $ 35,605 $ 85,586 $ 113,637 $ 18,542 $ 952,496

Note 5.6. Time Deposits

The following table shows the maturities of time deposits for the next five years and beyond at the date indicated.


	September 30, 2020
~~(Dollars in thousands)~~

~~One Year or Less~~	$	~~86,604~~
~~Over One Through Two Years~~	~~36,463~~
~~Over Two Through Three Years~~	~~47,161~~
~~Over Three Through Four Years~~	~~9,527~~
~~Over Four Through Five Years~~	~~12,183~~
~~Over Five Years~~	~~4,312~~
~~Total~~	$	~~196,250~~


September 30, 2021	Time Deposits		Time Deposits Held for Sale		Time Deposits, Net
(Dollars in thousands)

One Year or Less	$	68,228	$	8,560	$	59,668
Over One Through Two Years	58,693		4,346		54,347
Over Two Through Three Years	10,758		1,034		9,724
Over Three Through Four Years	11,362		2,415		8,947
Over Four Through Five Years	9,645		1,143		8,502
Over Five Years	3,735		196		3,539
Total	$	162,421	$	17,694	$	144,727

The balance in time deposits, including time deposits held for sale, that meet or exceed the FDIC insurance limit of $250,000 totaled ~~$61.6~~$49.1 million and ~~$69.3~~$59.2 million as of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

The aggregate amount of demand deposits, including demand deposits held for sale, that are overdrawn and have been reclassified as loans was $176,000 and $231,000 as of September 30, 2021 and December 31, 2020, respectively.

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Note 6.7. Short-Term Borrowings

Borrowings with original maturities of one year or less are classified as short-term and may consist of borrowings with the Federal Home Loan Bank ("FHLB"), securities sold under agreements to repurchase or borrowings on revolving lines of credit with the Federal Reserve Bank or other correspondent banks. Securities sold under repurchase agreements are comprised of customer repurchase agreements, which are overnight sweep accounts with next-day maturities utilized by commercial customers to earn interest on their funds. Securities are pledged as collateral under these agreements in an amount at least equal to the outstanding balance and the collateral pledging requirements are monitored on a daily basis. $10.7 million of securities sold under agreements to repurchase are reported as deposits held for sale at September 30, 2021 because the associated deposits will be sold as part of the Agreement with Citizens Bank. See Note 2 for further information.

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The following table sets forth the components of short-term borrowings as of the dates indicated.


		September 30, 2020				December 31, 2019					September 30, 2021				December 31, 2020
		Amount		Weighted Average Rate		Amount		Weighted Average Rate			Amount		Weighted Average Rate		Amount		Weighted Average Rate
(Dollars in thousands)	(Dollars in thousands)									(Dollars in thousands)

Securities Sold Under Agreements to Repurchase:	Securities Sold Under Agreements to Repurchase:									Securities Sold Under Agreements to Repurchase:
Balance at Period End	Balance at Period End	$	42,061	0.21	%	$	30,571	0.57	%	Balance at Period End	$	42,623	0.16	%	$	41,055	0.21	%
Average Balance Outstanding During the Period	Average Balance Outstanding During the Period	35,922		0.42		29,976		0.62		Average Balance Outstanding During the Period	43,745		0.22		37,819		0.36
Maximum Amount Outstanding at any Month End	Maximum Amount Outstanding at any Month End	43,367				34,197				Maximum Amount Outstanding at any Month End	52,777				46,123

Securities Collaterizing the Agreements at Period-End:	Securities Collaterizing the Agreements at Period-End:									Securities Collaterizing the Agreements at Period-End:
Carrying Value	Carrying Value	44,601				37,584				Carrying Value	56,351				46,312
Market Value	Market Value	45,767				37,873				Market Value	56,412				47,283

Note 7.8. Other Borrowed Funds

Other borrowed funds consist of fixed rate advances from the ~~Federal Home Loan Bank of Pittsburgh (“FHLB”).~~FHLB. The following table sets forth the scheduled maturities of other borrowed funds at the dates indicated.


		September 30, 2020				December 31, 2019					September 30, 2021				December 31, 2020
		Amount		Weighted Average Rate		Amount		Weighted Average Rate			Amount		Weighted Average Rate		Amount		Weighted Average Rate
(Dollars in thousands)	(Dollars in thousands)									(Dollars in thousands)

Due in One Year	Due in One Year	$	5,000	2.09	%	$	6,000	1.97	%	Due in One Year	$	3,000	2.23	%	$	2,000	2.12	%
Due After One Year to Two Years	Due After One Year to Two Years	3,000		2.23		5,000		2.18		Due After One Year to Two Years	3,000		2.41		3,000		2.23
Due After Two Years to Three Years	Due After Two Years to Three Years	3,000		2.41		3,000		2.41		Due After Two Years to Three Years	—		—		3,000		2.41
Total	Total	$	11,000	2.21	%	$	14,000	2.14	%	Total	$	6,000	2.32	%	$	8,000	2.27	%

As of September 30, ~~2020,~~2021, the ~~Company~~Bank maintained a credit arrangement with a maximum borrowing limit of approximately ~~$430.7~~$420.4 million with the FHLB and available borrowing capacity of ~~$416.9~~$351.3 million. This arrangement is subject to annual renewal, incurs no service charge, and is secured by a blanket security agreement on ~~$577.1~~$564.1 million of residential and commercial mortgage loans and the ~~Company’s~~Bank’s investment in FHLB stock. Under this arrangement, the ~~Company~~Bank had available a variable rate Line of Credit in the amount of $150.0 million as of September 30, ~~2020,~~2021, of which there was 0no outstanding ~~balance~~balance.

As an alternative to pledging securities, the FHLB periodically provides standby letters of credit on behalf of the Bank to secure certain public deposits in excess of the level insured by the FDIC. If the FHLB is required to make payment for a beneficiary’s draw, the payment amount is converted into a collateralized advance to the Bank. Standby letters of credit issued on our behalf by the FHLB to secure public deposits were $60.6 million and $90.3 million as of September 30, ~~2020.~~2021 and December 31, 2020, respectively.

At September 30, ~~2020,~~2021, the ~~Company~~Bank maintained a Borrower-In-Custody of Collateral line of credit agreement with the Federal Reserve Bank (“FRB”) for ~~$95.7~~$82.8 million that requires monthly certification of collateral, is subject to annual renewal, incurs no service charge and is secured by ~~$145.3~~$124.9 million of commercial and industrial and consumer indirect auto loans. In addition, the ~~Company~~Bank also maintains multiple line of credit arrangements with various unaffiliated banks totaling ~~$60.0~~$50.0 million of which 0no draws had been taken.

At September 30, 2021 and December 31, 2020, CB Financial did not maintain any credit facilities.

Note 8.9. Fair Value Disclosure

FASB ASC 820 “Fair Value Measurement” defines fair value and provides the framework for measuring fair value and required disclosures about fair value measurements. Fair value is defined as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability at the transaction date. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used in valuation methods to determine fair value.

Table of Contents

The three levels of fair value hierarchy are as follows:

Level 1 – Fair value is based on unadjusted quoted prices in active markets that are accessible to the Company for identical assets. These generally provide the most reliable evidence and are used to measure fair value whenever available.

Level 2 – Fair value is based on significant inputs, other than Level 1 inputs, that are observable either directly or indirectly for substantially the full term of the asset through corroboration with observable market data. Level 2 inputs

~~Table of Contents~~

include quoted market prices in active markets for similar assets, quoted market prices in markets that are not active for identical or similar assets, and other observable inputs.

Level 3 – Fair value is based on significant unobservable inputs. Examples of valuation methodologies that would result in Level 3 classification include option pricing models, discounted cash flows, and other similar techniques.

This hierarchy requires the use of observable market data when available. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement.

The following table presents the financial assets measured at fair value on a recurring basis and reported on the Consolidated ~~Statement~~Statements of Financial Condition as of the dates indicated, by level within the fair value hierarchy. The majority of the Company’s securities are included in Level 2 of the fair value hierarchy. Fair values for Level 2 securities were primarily determined by a third-party pricing service using both quoted prices for similar assets, when available, and model-based valuation techniques that derive fair value based on market-corroborated data, such as instruments with similar prepayment speeds and default interest rates. The standard inputs that are normally used include benchmark yields of like securities, reportable trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. There were no transfers into or out of Level 3 during the nine months ended September 30, ~~2020~~2021 or year ended December 31, ~~2019.~~2020.


		Fair Value Hierarchy	September 30, 2020		December 31, 2019			Fair Value Hierarchy	September 30 2021		December 31 2020
(Dollars in thousands)	(Dollars in thousands)						(Dollars in thousands)

Available for Sales Securities:
Debt Securities:
Securities:							Securities:
Available-for-Sale Debt Securities							Available-for-Sale Debt Securities
U.S. Government Agencies	U.S. Government Agencies	Level 2	$	41,832	$	48,056	U.S. Government Agencies	Level 2	$	49,938	$	41,411
Obligations of States and Political Subdivisions	Obligations of States and Political Subdivisions	Level 2	22,051		25,843		Obligations of States and Political Subdivisions	Level 2	19,420		21,993
Mortgage-Backed Securities - Government-Sponsored Enterprises	Mortgage-Backed Securities - Government-Sponsored Enterprises	Level 2	92,784		120,776		Mortgage-Backed Securities - Government-Sponsored Enterprises	Level 2	141,690		79,493
Total Debt Securities			156,667		194,675
Corporate Debt							Corporate Debt	Level 2	7,481		—
Total Available-for-Sale Debt Securities							Total Available-for-Sale Debt Securities		218,529		142,897

Marketable Equity Securities:
Equity Securities							Equity Securities
Mutual Funds	Mutual Funds	Level 1	1,022		997		Mutual Funds	Level 1	999		1,019
Other	Other	Level 1	1,267		1,713		Other	Level 1	1,823		1,484
Total Marketable Equity Securities			2,289		2,710
Total Available-for-Sale Securities			$	158,956	$	197,385
Total Equity Securities							Total Equity Securities		2,822		2,503
Total Securities							Total Securities		$	221,351	$	145,400

Table of Contents

The following table presents the financial assets on the Consolidated ~~Statement~~Statements of Financial Condition measured at fair value on a nonrecurring basis as of the dates indicated by level within the fair value hierarchy for only those nonrecurring assets that had a fair value below the carrying amount. The table also presents the significant unobservable inputs used in the fair value measurements.

~~Table of Contents~~


Financial Asset	Fair Value Hierarchy	September 30, 2021		Valuation Techniques	Significant Unobservable Inputs	Range					Weighted Average
(Dollars in thousands)

Impaired Loans Individually Assessed	Level 3	$	73	Appraisal of Collateral (1)	Appraisal Adjustments (2)	0	%	to	50	%	50.0%

Mortgage Servicing Rights	Level 3	733		Discounted Cash Flow	Discount Rate	9	%	to	11	%	10.1%
					Prepayment Speed	10	%	to	29	%	19.9%


			Fair Value at
Financial Asset	Financial Asset	Fair Value Hierarchy	September 30, 2020		December 31, 2019		Valuation Techniques	Significant Unobservable Inputs	Range						Financial Asset	Fair Value Hierarchy	December 31, 2020		Valuation Techniques	Significant Unobservable Inputs	Range					Weighted Average
(Dollars in thousands)	(Dollars in thousands)														(Dollars in thousands)

Impaired Loans		Level 3	$	8,171	$	3,140	Market Comparable Properties	Marketability Discount	10	%	to	30	%	(1)
Premises and Equipment, Net		Level 3	240		0		Market Comparable Properties	Price Per Square Footage	$26.88		to	$34.79
Impaired Loans Individually Assessed															Impaired Loans Individually Assessed	Level 3	$	2,944	Appraisal of Collateral (1)	Appraisal Adjustments (2)	0	%	to	50	%	—

Mortgage Servicing Rights	Mortgage Servicing Rights	Level 3	694		930		Discounted Cash Flow	Discount Rate	9	%	to	11	%		Mortgage Servicing Rights	Level 3	656		Discounted Cash Flow	Discount Rate	9	%	to	11	%	10.0%
								Prepayment Rate	15.7	%	to	21.4	%							Prepayment Speed	12	%	to	27	%	18.7%
OREO	OREO	Level 3	34		58		Market Comparable Properties	Marketability Discount	10	%	to	30	%	(1)	OREO	Level 3	34		Appraisal of Collateral (1)	Liquidation Expenses (2)	10	%	to	30	%	—

(1)~~Range includes discounts taken since appraisal~~Fair value is generally determined through independent appraisals of the underlying collateral, which may include various Level 3 inputs, which are not identifiable.

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

Impaired loans are evaluated when a loan is identified as impaired and valued at the lower of cost or fair value at that time. Impaired loans that are collateral dependent are written down to fair value through the establishment of specific reserves. Fair value is measured based on the value of the collateral securing these loans and is classified as Level 3 in the fair value hierarchy. At September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the fair value of impaired loans consists of the loan balances of ~~$11.0 million~~$272,000 and ~~$4.0~~$3.6 million, respectively, less their specific valuation allowances of ~~$2.9 million~~$199,000 and ~~$884,000,~~$649,000, respectively.

Given the change in business purpose of the Monessen branch due to closure, an appraisal was obtained to determine the property value and, as a result, the property was written down to fair value based on market comparable properties. The fair value was determined from a qualified independent appraisal and is classified as Level 3 in the fair value hierarchy.

The fair value of mortgage servicing rights ("MSRs") is determined by calculating the present value of estimated future net servicing cash flows, considering expected mortgage loan prepayment rates, discount rates, servicing costs and other economic factors, which are determined based on current market conditions. The expected rate of mortgage loan prepayments is the most significant factor driving the value of MSRs. MSRs are considered impaired if the carrying value exceeds fair value. Since the valuation model includes significant unobservable inputs as listed above, MSRs are classified as Level 3. MSRs are reported in ~~other assets~~Other Assets in the Consolidated ~~Statement~~Statements of Financial Condition and are amortized into mortgage servicing income in Other ~~(Loss)~~ Income in the Consolidated ~~Statement~~Statements of (Loss) Income.

OREO properties are evaluated at the time of acquisition and recorded at fair value, less estimated selling costs. After acquisition, OREO is recorded at the lower of cost or fair value, less estimated selling costs. The fair value of an OREO property is determined from a qualified independent appraisal and is classified as Level 3 in the fair value hierarchy.

For the nine months ended September 30, 2020, 1 commercial real estate OREO property with a fair value of $18,000 sold at a gain of $4,000 and 2 residential real estate OREO properties with a fair value of $108,000 sold at a loss of $30,000. In addition, 2 residential real estate loans with a fair value of $81,000 and 1 commercial real estate loan with a fair value of $34,000 transferred to OREO.

For the nine months ended September 30, 2019, 1 commercial real estate OREO property with a fair value of $697,000 was sold at a $33,000 gain and 1 residential OREO property with a fair value of $46,000 was sold at a loss of $3,000. In addition, 3 residential real estate loans with a fair value of $427,000 transferred into OREO, of which 2 properties with a fair value of $386,000 were subsequently sold at a net loss of $36,000.

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

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If no readily available market exists, the fair value estimates for financial instruments should be based upon management’s judgment regarding current economic conditions, interest rate risk, expected cash flows, future estimated losses and other factors, as determined through various option pricing formulas or simulation modeling. As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain, the resulting estimated fair values may not be indicative of the amount realizable in the sale of a particular financial instrument. In addition,

~~Table of Contents~~

changes in the assumptions on which the estimated fair values are based may have significant impact on the resulting estimated fair values.

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As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments, the estimated fair value of financial instruments would not represent the full value of the Company.

The following table presents the estimated fair values of the Company’s financial instruments at the dates indicated.


			September 30, 2020				December 31, 2019						September 30, 2021				December 31, 2020
		Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value			Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
(Dollars in thousands)	(Dollars in thousands)										(Dollars in thousands)

Financial Assets:	Financial Assets:										Financial Assets:
Cash and Due From Banks:	Cash and Due From Banks:										Cash and Due From Banks:
Interest Bearing	Interest Bearing	Level 1	$	102,400	$	102,400	$	68,798	$	68,798	Interest Bearing	Level 1	$	131,835	$	131,835	$	145,636	$	145,636
Non-Interest Bearing	Non-Interest Bearing	Level 1	9,769		9,769		11,419		11,419		Non-Interest Bearing	Level 1	41,688		41,688		15,275		15,275
Investment Securities:
Available for Sale		See Above	158,956		158,956		197,385		197,385
Securities											Securities	See Above	221,351		221,351		145,400		145,400
Loans Held for Sale											Loans Held for Sale	Level 2	17,407		18,304		—		—
Loans, Net	Loans, Net	Level 3	1,037,105		1,076,438		942,629		961,110		Loans, Net	Level 3	990,018		1,022,160		1,031,982		1,073,633
Property and Equipment Held for Sale											Property and Equipment Held for Sale	Level 2	795		795		—		—
Restricted Stock	Restricted Stock	Level 2	3,961		3,961		3,656		3,656		Restricted Stock	Level 2	3,451		3,451		3,984		3,984
Bank-Owned Life Insurance		Level 2	24,639		24,639		24,222		24,222
Mortgage Servicing Rights	Mortgage Servicing Rights	Level 3	694		694		930		930		Mortgage Servicing Rights	Level 3	733		733		656		656
Accrued Interest Receivable	Accrued Interest Receivable	Level 2	4,241		4,241		3,297		3,297		Accrued Interest Receivable	Level 2	3,355		3,355		3,872		3,872

Financial Liabilities:	Financial Liabilities:										Financial Liabilities:
Deposits Held for Sale											Deposits Held for Sale	Level 2	102,647		107,779		—		—
Deposits	Deposits	Level 2	1,199,036		1,207,246		1,118,359		1,128,078		Deposits	Level 2	1,185,156		1,186,603		1,224,569		1,231,606
Short-term Borrowings		Level 2	42,061		42,061		30,571		30,571
Short-Term Borrowings											Short-Term Borrowings	Level 2	42,623		42,623		41,055		41,055
Other Borrowed Funds	Other Borrowed Funds	Level 2	11,000		11,138		14,000		15,380		Other Borrowed Funds	Level 2	6,000		6,058		8,000		8,067
Accrued Interest Payable	Accrued Interest Payable	Level 2	735		735		987		987		Accrued Interest Payable	Level 2	490		490		767		767

Note 9.10. Commitments and Contingent Liabilities

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business primarily to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby and performance letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated ~~Statement~~Statements of Financial Condition. The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby and performance letters of credit written is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

Commitments and conditional obligations are evaluated the same as on-balance-sheet instruments but do not have a corresponding reserve recorded. The Company’s opinion on not implementing a corresponding reserve for off-balance-sheet instruments is supported by historical factors of no losses recorded due to these items. The Company is continually evaluating these items for credit quality and any future need for the corresponding reserve.

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The following table presents the unused and available credit balances of financial instruments whose contracts represent credit risk at the dates indicated.


		September 30, 2020		December 31, 2019			September 30, 2021		December 31, 2020
(Dollars in thousands)	(Dollars in thousands)					(Dollars in thousands)

Standby Letters of Credit	Standby Letters of Credit	$	80,369	$	42,041	Standby Letters of Credit	$	110	$	120
Performance Letters of Credit	Performance Letters of Credit	2,329		2,521		Performance Letters of Credit	2,764		2,947
Construction Mortgages	Construction Mortgages	62,167		59,689		Construction Mortgages	56,809		60,312
Personal Lines of Credit	Personal Lines of Credit	6,897		6,456		Personal Lines of Credit	7,132		6,930
Overdraft Protection Lines	Overdraft Protection Lines	6,407		6,415		Overdraft Protection Lines	5,895		6,287
Home Equity Lines of Credit	Home Equity Lines of Credit	20,609		20,560		Home Equity Lines of Credit	22,797		22,110
Commercial Lines of Credit	Commercial Lines of Credit	68,685		102,422		Commercial Lines of Credit	74,127		69,738
Total Commitments	Total Commitments	$	247,463	$	240,104	Total Commitments	$	169,634	$	168,444

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

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

Note ~~10.~~11. Leases

The Company evaluates contracts at commencement to determine if a lease is present. The Company’s lease contracts are all classified as operating leases and create operating right-of-use (“ROU”) assets and corresponding lease liabilities on the ~~balance sheet.~~Consolidated Statements of Financial Condition. The leases are primarily ROU assets of land and building for branch and loan production locations. ROU assets are reported in ~~accrued interest~~Accrued Interest Receivable and ~~other assets~~Other Assets and the related lease liabilities in ~~accrued interest~~Accrued Interest Payable and ~~other liabilities~~Other Liabilities on the Consolidated ~~Statement~~Statements of Financial Condition.

The following tables present the lease expense, ROU assets, weighted average term, discount rate and maturity analysis of lease liabilities for operating leases for the periods and dates indicated.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2021		2020		2021		2020
(Dollars in thousands)	(Dollars in thousands)									(Dollars in thousands)

Operating Lease Expense	Operating Lease Expense	$	118	$	114	$	353	$	344	Operating Lease Expense	$	74	$	118	$	257	$	353
Short-Term Lease Expense										Short-Term Lease Expense	8		—		25		—
Variable Lease Expense	Variable Lease Expense	10		17		28		32		Variable Lease Expense	8		10		24		28
Total Lease Expense	Total Lease Expense	$	128	$	131	$	381	$	376	Total Lease Expense	$	90	$	128	$	306	$	381


									September 30, 2021			December 31, 2020
(Dollars in thousands)								(Dollars in thousands)
		September 30, 2020			December 31, 2019
Operating Leases:	Operating Leases:							Operating Leases:
ROU Assets	ROU Assets	$	1,202		$	1,289		ROU Assets	$	741		$	1,206
Weighted Average Lease Term in Years	Weighted Average Lease Term in Years	7.22			7.06			Weighted Average Lease Term in Years	7.16			6.95
Weighted Average Discount Rate	Weighted Average Discount Rate	2.55		%	2.89		%	Weighted Average Discount Rate	2.47		%	2.39		%

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	September 30, ~~2020~~2021
(Dollars in thousands)

Maturity Analysis:
Due in One Year	$	~~348~~309
Due After One Year to Two Years	~~255~~178
Due After Two Years to Three Years	~~156~~113
Due After Three Years to Four Years	~~113~~90
Due After Four to Five Years	9045
Due After Five Years	~~375~~330
Total	$	~~1,337~~1,065
Less: Present Value Discount	~~132~~106
Lease Liabilities	$	~~1,205~~959

Impairment of ROU Assets

ROU assets from operating leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, and are reviewed for impairment when indicators of impairment are present. ASC 360 requires three steps to identify, recognize and measure impairment. If indicators of impairment are present (Step 1), the Company performs a recoverability test (Step 2) comparing the sum of the estimated undiscounted cash flows attributable to the ROU asset in question to the carrying amount. If the undiscounted cash flows used in the recoverability test are less than the carrying amount, the Company estimates the fair value of the ROU asset and recognizes an impairment loss when the carrying amount exceeds the estimated fair value (Step 3).

At June 30, 2021, the Company consolidated 6 branches as part of its branch optimization initiative. NaN of the branches was leased and the Company performed the three-step evaluation as outlined above to determine whether the operating lease was impaired. As part of the recoverability test, the Company elected to exclude operating lease liabilities from the carrying amount of the asset group. The undiscounted future cash flows used in the recoverability test were based on assumptions made by the Company rather than market participant assumptions. Since an election was made to exclude operating lease liabilities from the asset or asset group, all future cash lease payments for the lease were also excluded. In addition, the Company elected to exclude operating lease liabilities from the estimated fair value, consistent with the recoverability test When determining the fair value of the ROU asset, the Company estimated what market participants would pay to lease the asset. The ROU asset was valued assuming its highest and best use in its current form.

Based on the analysis, the Company concluded that the ROU asset for this branch was fully impaired as of June 30, 2021, resulting in a remaining ROU carrying value of zero and the recognition of a $227,000 impairment for the nine months ended September 30, 2021. The impairment was recognized in Occupancy expense on the Consolidated Statements of Income (Loss).

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Note ~~11.~~12. Other Noninterest Expense

The details of other noninterest expense for the Company’s Consolidated ~~Statement~~Statements of (Loss) Income for the ~~three and nine months ended September 30, 2020 and 2019,~~periods indicated are as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2021		2020		2021		2020
(Dollars in thousands)	(Dollars in thousands)									(Dollars in thousands)

Non-Employee Compensation	Non-Employee Compensation	$	155	$	131	$	449	$	402	Non-Employee Compensation	$	184	$	155	$	473	$	449
Printing and Supplies	Printing and Supplies	125		96		365		289		Printing and Supplies	55		125		218		365
Postage	Postage	61		62		176		195		Postage	86		61		265		176
Telephone	Telephone	108		157		408		459		Telephone	145		108		472		408
Charitable Contributions	Charitable Contributions	32		53		98		146		Charitable Contributions	45		32		80		98
Dues and Subscriptions	Dues and Subscriptions	36		34		153		132		Dues and Subscriptions	33		36		121		153
Loan Expenses	Loan Expenses	149		133		420		345		Loan Expenses	86		149		288		420
Meals and Entertainment	Meals and Entertainment	0		23		74		124		Meals and Entertainment	31		—		91		74
Travel	Travel	13		50		87		147		Travel	27		13		77		87
Training	Training	10		18		24		40		Training	5		10		29		24
Bank Assessment	Bank Assessment	44		43		132		128		Bank Assessment	46		44		134		132
Insurance	Insurance	59		55		173		168		Insurance	54		59		173		173
Miscellaneous	Miscellaneous	127		129		418		489		Miscellaneous	106		127		409		418
Total Other Noninterest Expense	Total Other Noninterest Expense	$	919	$	984	$	2,977	$	3,064	Total Other Noninterest Expense	$	903	$	919	$	2,830	$	2,977

Note ~~12.~~13. Segment and Related Information

At September 30, ~~2020,~~2021, the Company’s business activities were comprised of 2 operating segments, which are community banking and insurance brokerage services. CB Financial is the parent company of the Bank and Exchange Underwriters, a wholly owned subsidiary of the Bank. Exchange Underwriters has an independent board of directors from the Company and is managed separately from the banking and related financial services that the Company offers. Exchange Underwriters is an independent insurance agency that offers property, casualty, commercial liability, surety and other insurance products.

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The following is a table of selected financial data for the Company’s subsidiaries and consolidated results at the dates and for the periods indicated.

Community Bank Exchange Underwriters, Inc. CB Financial Services, Inc. Net Eliminations Consolidated
(Dollars in thousands)
September 30, 2020
Assets $ 1,392,537 $ 4,408 $ 133,314 $ (137,383) $ 1,392,876
Liabilities 1,264,864 1,701 15 (7,003) 1,259,577
Stockholders' equity 127,673 2,707 133,299 (130,380) 133,299
December 31, 2019
Assets $ 1,321,001 $ 4,076 $ 151,124 $ (154,664) $ 1,321,537
Liabilities 1,178,759 1,194 27 (9,540) 1,170,440
Stockholders' equity 142,242 2,882 151,097 (145,124) 151,097
Three Months Ended September 30, 2020
Interest and dividend income $ 11,639 $ 1 $ 1,310 $ (1,294) $ 11,656
Interest expense 1,240 0 0 0 1,240
Net interest and dividend income 10,399 1 1,310 (1,294) 10,416
Provision for loan losses 1,200 0 0 0 1,200
Net interest and dividend income after provision for loan losses 9,199 1 1,310 (1,294) 9,216
Noninterest income 1,208 1,024 (59) 0 2,173
Noninterest expense 28,046 919 3 0 28,968
Undistributed net income (loss) of subsidiary 73 — (18,694) 18,621 —
(Loss) income before income tax (benefit) expense (17,566) 106 (17,446) 17,327 (17,579)
Income tax (benefit) expense (166) 33 (51) 0 (184)
Net (loss) income $ (17,400) $ 73 $ (17,395) $ 17,327 $ (17,395)
Nine Months Ended September 30, 2020
Interest and dividend income $ 35,664 $ 3 $ 2,634 $ (2,589) $ 35,712
Interest expense 4,442 0 0 0 4,442
Net interest income 31,222 3 2,634 (2,589) 31,270
Provision for loan losses 4,000 0 0 0 4,000
Net interest and dividend income after provision for loan losses 27,222 3 2,634 (2,589) 27,270
Noninterest income (loss) 3,760 3,426 (493) 0 6,693
Noninterest expense 44,227 2,806 9 0 47,042
Undistributed net (loss) income of subsidiary 433 — (15,991) 15,558 —
(Loss) income before income tax expense (benefit) (12,812) 623 (13,859) 12,969 (13,079)
Income tax expense (benefit) 590 190 (140) 0 640
Net (loss) income $ (13,402) $ 433 $ (13,719) $ 12,969 $ (13,719)


	Community Bank		Exchange Underwriters, Inc.		CB Financial Services, Inc.		Net Eliminations		Consolidated
(Dollars in thousands)

September 30, 2021
Assets	$	1,474,626	$	4,656	$	130,994	$	(135,458)	$	1,474,818
Liabilities	1,352,005		1,672		7		(9,853)		1,343,831
Stockholders' Equity	122,621		2,984		130,987		(125,605)		130,987

December 31, 2020
Assets	$	1,416,132	$	5,379	$	134,546	$	(139,337)	$	1,416,720
Liabilities	1,287,148		2,325		16		(7,299)		1,282,190
Stockholders' Equity	128,984		3,054		134,530		(132,038)		134,530

Three Months Ended September 30, 2021
Interest and Dividend Income	$	10,768	$	1	$	1,311	$	(1,294)	$	10,786
Interest Expense	776		—		—		—		776
Net Interest and Dividend Income	9,992		1		1,311		(1,294)		10,010
Provision for Loan Losses	—		—		—		—		—
Net Interest and Dividend Income After Provision for Loan Losses	9,992		1		1,311		(1,294)		10,010
Noninterest Income	975		1,195		28		—		2,198
Noninterest Expense	8,750		1,020		3		—		9,773
Undistributed Net Income of Subsidiary	124		—		654		(778)		—
Income Before Income Tax Expense	2,341		176		1,990		(2,072)		2,435
Income Tax Expense	393		52		7		—		452
Net Income	$	1,948	$	124	$	1,983	$	(2,072)	$	1,983

Nine Months Ended September 30, 2021
Interest and Dividend Income	$	32,536	$	4	$	8,456	$	(8,402)	$	32,594
Interest Expense	2,673		—		—		—		2,673
Net Interest and Dividend Income	29,863		4		8,456		(8,402)		29,921
(Recovery) Provision for Loan Losses	(1,200)		—		—		—		(1,200)
Net Interest and Dividend Income After (Recovery) Provision for Loan Losses	31,063		4		8,456		(8,402)		31,121
Noninterest Income	3,319		3,995		277		—		7,591
Noninterest Expense	29,898		2,983		9		—		32,890
Undistributed Net Income (Loss) of Subsidiary	710		—		(4,096)		3,386		—
Income Before Income Tax Expense	5,194		1,016		4,628		(5,016)		5,822
Income Tax Expense	888		306		23		—		1,217
Net Income	$	4,306	$	710	$	4,605	$	(5,016)	$	4,605

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Community Bank Exchange Underwriters, Inc. CB Financial Services, Inc. Net Eliminations Consolidated
(Dollars in thousands)
Three Months Ended September 30, 2019
Interest and dividend income $ 13,083 $ 1 $ 1,318 $ (1,304) $ 13,098
Interest expense 2,002 0 0 0 2,002
Net interest and dividend income 11,081 1 1,318 (1,304) 11,096
Provision for loan losses 175 0 0 0 175
Net interest and dividend income after provision for loan losses 10,906 1 1,318 (1,304) 10,921
Noninterest income (loss) 1,018 984 (36) 0 1,966
Noninterest expense 7,401 853 3 0 8,257
Undistributed net income of subsidiary 90 — 2,463 (2,553) —
Income before income tax expense (benefit) 4,613 132 3,742 (3,857) 4,630
Income tax expense (benefit) 846 42 (4) 0 884
Net income $ 3,767 $ 90 $ 3,746 $ (3,857) $ 3,746
Nine Months Ended September 30, 2019
Interest and dividend income $ 38,018 $ 2 $ 3,955 $ (3,912) $ 38,063
Interest expense 5,828 0 0 0 5,828
Net interest and dividend income 32,190 2 3,955 (3,912) 32,235
Provision for loan losses 550 0 0 0 550
Net interest and dividend income after provision for loan losses 31,640 2 3,955 (3,912) 31,685
Noninterest income 2,966 3,212 67 0 6,245
Noninterest expense 23,209 2,716 9 0 25,934
Undistributed net income of subsidiary 340 — 5,654 (5,994) —
Income before income tax expense 11,737 498 9,667 (9,906) 11,996
Income tax expense 2,171 158 17 0 2,346
Net income $ 9,566 $ 340 $ 9,650 $ (9,906) $ 9,650

~~Note 13. Goodwill and Intangible Assets~~

~~Goodwill~~

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Deemed to have an indefinite life and not subject to amortization, goodwill is instead tested for impairment at the reporting unit level at least annually on October 31 or more frequently if triggering events occur or impairment indicators exist. The Company operates 2 reporting units – Community Banking segment and Insurance Brokerage Services segment. The Company has assigned 100% of the goodwill to the Community Banking reporting unit.

In 2019, the Company adopted ASU 2017-04 whereby the Company applies a one-step quantitative test and records the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing a step one impairment test is unnecessary. An entity also has the option to bypass the qualitative assessment for any reporting unit and proceed directly to the first step of impairment testing.

The COVID-19 pandemic that has impacted the U.S. and most of the world along with government response to curtail the spread of the virus beginning in March 2020 has significantly impacted our market area. These restrictions have resulted in significant adverse effects on macroeconomic conditions, and stock market valuations have decreased substantially for most companies in the banking sector, including our Company. In light of the adverse circumstances resulting from COVID-19, management determined it was necessary to evaluate goodwill for impairment.


	Community Bank		Exchange Underwriters, Inc.		CB Financial Services, Inc.		Net Eliminations		Consolidated
(Dollars in thousands)

Three Months Ended September 30, 2020
Interest and Dividend Income	$	11,639	$	1	$	1,310	$	(1,294)	$	11,656
Interest Expense	1,240		—		—		—		1,240
Net Interest and Dividend Income	10,399		1		1,310		(1,294)		10,416
Provision for Loan Losses	1,200		—		—		—		1,200
Net Interest and Dividend Income After Provision for Loan Losses	9,199		1		1,310		(1,294)		9,216
Noninterest Income	1,208		1,024		(59)		—		2,173
Noninterest Expense	28,046		919		3		—		28,968
Undistributed Net Income (Loss) of Subsidiary	73		—		(18,694)		18,621		—
(Loss) Income Before Income Tax (Benefit) Expense	(17,566)		106		(17,446)		17,327		(17,579)
Income Tax (Benefit) Expense	(166)		33		(51)		—		(184)
Net (Loss) Income	$	(17,400)	$	73	$	(17,395)	$	17,327	$	(17,395)

Nine Months Ended September 30, 2020
Interest and Dividend Income	$	35,664	$	3	$	2,634	$	(2,589)	$	35,712
Interest Expense	4,442		—		—		—		4,442
Net Interest and Dividend Income	31,222		3		2,634		(2,589)		31,270
Provision for Loan Losses	4,000		—		—		—		4,000
Net Interest and Dividend Income After Provision for Loan Losses	27,222		3		2,634		(2,589)		27,270
Noninterest Income (Loss)	3,760		3,426		(493)		—		6,693
Noninterest Expense	44,227		2,806		9		—		47,042
Undistributed Net Income (Loss) of Subsidiary	433		—		(15,991)		15,558		—
(Loss) Income Before Income Tax Expense (Benefit)	(12,812)		623		(13,859)		12,969		(13,079)
Income Tax Expense (Benefit)	590		190		(140)		—		640
Net (Loss) Income	$	(13,402)	$	433	$	(13,719)	$	12,969	$	(13,719)

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~~(i.e. discounted cash flow (“DCF”) method) and the market approach (i.e. Guideline Public Company ("GPC") method) to determine the fair value.~~

In the application of the income approach, the Company determined the fair value of the reporting unit using a DCF analysis. The income approach uses valuation techniques to convert future earnings or cash flows to present value to arrive at a value that is indicated by market expectations about future amounts. The income approach relies on Level 3 inputs along with a market-derived cost of capital when measuring fair value. Fair value is determined by converting anticipated benefits into a present single value. Once the benefit or benefits are selected, an appropriate discount or capitalization rate is applied to each benefit. These rates are calculated using the appropriate measure for the size and type of company, using financial models and market data as required. The discount rate was derived based on the modified capital asset pricing model. The discount rate applied is comprised of a risk-free rate of return, an equity risk premium, a size premium and a factor covering the systemic market risk and a company specific risk premium. The values for the factors applied are determined primarily using external sources of information. The discount rate was estimated at 13.3%. Using the discount rate derived from the above components, we subtracted an expected sustainable long-term growth estimate of 3.0% given expected growth in the geographic market and the overall long-term economy to arrive at a capitalization rate of 10.3%. The DCF model also used prospective financial information. For purposes of the impairment test, the Company’s financial plans for the remainder of 2020 through 2024 were updated for the projected impact of COVID-19 on the net revenue growth and asset utilization. Estimating future earnings and capital requirements involves judgment and the consideration of past and current performance and overall macroeconomic and regulatory environments.

The market approach uses observable prices and other relevant information that is generated by market transactions involving identical or comparable assets or liabilities. The fair value measure is based on the value that those transactions indicate. Under the market approach, we utilized Level 1 and 2 inputs when measuring fair value. In the application of the market approach, the GPC method of appraisal is based on the premise that pricing multiples of publicly traded companies can be used as a tool to be applied in valuing a closely held entity. A value multiple or ratio relates a stock’s market price to the reported accounting data such as revenue, earnings, and book value. These ratios provide an objective basis for measuring the market’s perception of a stock’s fair value. Value ratios generally reflect the trends in growth, performance and stability of the financial results of operations. In this way, the business and financial risks exhibited by an industry or group of companies can be viewed in relation to market values. Value ratios also reflect the market’s outlook for the economy as a whole. Guideline companies provide a reasonable basis for comparison to the relative investment characteristics of the company being valued. Utilizing publicly traded companies located in Pennsylvania and surrounding states with assets between $1.0 billion and $2.5 billion and return on assets greater than 0.5%, we analyzed the relationships between the guideline companies' asset size, profitability, asset quality and capital ratios and applied a control premium of 34% to the selected guideline company multiples. The control premium is management's estimate of how much a market participant would be willing to pay over the fair market value in consideration of synergies and other benefits that flow from control of the entity.

We also considered the GPC method using trading activity of publicly traded companies that are most similar to the Company. While the banking industry typically has a sufficient level of mergers and acquisitions activity to rely on this method under the market approach, there have only been seven transactions involving target institutions with assets greater than $1 billion announced since March 1, 2020 (post-COVID). Of these, only two have closed. Therefore, we were unable to rely on this method in our analysis.

We then placed equal consideration on the results of the income and market approaches to determine the concluded fair value of the reporting unit. The weighting is judgmental and is based on the perceived level of appropriateness of the valuation methodology. Estimating the fair value involves the use of estimates and significant judgments that are based on a number of factors including actual operating results. If current conditions change from those expected, it is reasonably possible that the judgments and estimates described above could change in future periods and require management to further evaluate goodwill for impairment.

As a result of the goodwill impairment test and in connection with the preparation of the consolidated financial statements included in this Quarterly Report on Form 10-Q, the Company concluded that goodwill was impaired. Accordingly, the Company recorded a goodwill impairment charge of $18.7 million for the three and nine months ended September 30, 2020 as our estimated fair value was less than our book value. This was a non-cash charge to earnings and had no impact on regulatory capital, cash flows or liquidity position. NaN goodwill impairment charge was recognized for the three and nine months ended September 30, 2019.

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~~The following table presents the changes in the Company's carrying amount of goodwill for the period indicated.~~


	~~Amount~~
~~(Dollars in thousands)~~

~~December 31, 2019~~	$	~~28,425~~
~~Goodwill Impairment~~	~~(18,693)~~
~~September 30, 2020~~	$	~~9,732~~

Note 14. Intangible Assets

~~Intangible assets with definite lives are amortized over their respective estimated useful lives. The amortization expense represents the estimated decline in value of the underlying asset.~~ The following table presents a summary of intangible assets subject to amortization at the dates indicated.


		September 30, 2020						December 31, 2019							September 30, 2021								December 31, 2020
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Gross Carrying Amount		Accumulated Amortization		Net Carrying Value			Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Value		Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
(Dollars in thousands)	(Dollars in thousands)													(Dollars in thousands)

Core Deposit Intangible	Core Deposit Intangible	$	14,103	$	(6,562)	$	7,541	$	14,103	$	(5,108)	$	8,995	Core Deposit Intangible	$	14,103	$	(8,386)	$	(1,178)	$	4,539	$	14,103	$	(7,047)	$	7,056
Customer List	Customer List	1,800		(410)		1,390		1,800		(268)		1,532		Customer List	1,800		(599)		—		1,201		1,800		(457)		1,343
Total Intangible Assets	Total Intangible Assets	$	15,903	$	(6,972)	$	8,931	$	15,903	$	(5,376)	$	10,527	Total Intangible Assets	$	15,903	$	(8,985)	$	(1,178)	$	5,740	$	15,903	$	(7,504)	$	8,399

On June 10, 2021, the Agreement was executed with Citizens Bank pursuant to which Citizens Bank has agreed to assume certain deposits of the branch offices of Community Bank located in Buckhannon, West Virginia, and in New Martinsville, West Virginia. In 2018, the Company recorded a core deposit intangible asset related to the acquisition of these two branches as part of the merger with First West Virginia Bancorp, Inc. As a result of signing the Agreement and the expected sale of a portion of the deposits associated with the remaining core deposit intangible, the Company performed an interim evaluation to determine whether the core deposit intangible was impaired. As a result of the evaluation, the Company determined the carrying amount of the core deposit intangible was impaired $1.2 million. The Company recorded the impairment in Intangible Asset and Goodwill Impairment on the Consolidated Statements of Income (Loss).

The estimated amortization expense of intangible assets assumes no activities, such as acquisitions, which would result in additional amortizable intangible assets. Estimated amortization expense of intangible assets in subsequent fiscal years is as ~~follows.~~follows as of September 30, 2021.


		Amount			Amount
(Dollars in thousands)	(Dollars in thousands)			(Dollars in thousands)

Remaining in 2020		$	532
2021		2,128
Remaining in 2021				Remaining in 2021	$	445
2022	2022	2,128		2022	1,782
2023	2023	2,128		2023	1,782
2024	2024	1,430		2024	1,147
2025 and thereafter		585
2025				2025	189
2026 and Thereafter				2026 and Thereafter	395
Total Estimated Intangible Asset Amortization Expense	Total Estimated Intangible Asset Amortization Expense	$	8,931	Total Estimated Intangible Asset Amortization Expense	$	5,740

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~~Note 14. Stock Based Compensation~~

~~The following table presents stock option information for the periods indicated.~~

Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual
Life in Years
Outstanding at December 31, 2019 245,153 $ 24.36 6.5
Granted 15,000 18.60
Exercised (20,106) 22.69
Forfeited (19,776) 26.64
Outstanding at September 30, 2020 220,271 $ 23.92 6.1
Exercisable at September 30, 2020 139,548 $ 23.67 5.6
Number of Shares Weighted Average Exercise Price Weighted Average Remaining Service Period in Years
Nonvested at September 30, 2020 80,723 $ 24.36 6.9
Summary of Significant Assumptions for Newly Issued Stock Options
Expected Term in Years 6.5
Expected Volatility 25.8 %
Expected Dividends $ 0.96
Risk Free Rate of Return 0.28 %

~~The following table presents restricted stock award information for the periods indicated~~

Number of Shares Weighted Average Grant Date Fair Value Price Weighted Average Remaining Service Period in Years
Nonvested at December 31, 2019 48,030 $ 28.83 8.1
Granted 5,000 18.60
Vested (600) 25.08
Forfeited (3,300) 29.23
Nonvested at September 30, 2020 49,130 $ 27.81 7.6

~~The Company recognizes expense over a~~ ~~five~~-year vesting period for the restricted stock awards and stock options. Stock-based compensation expense related to restricted stock awards and stock options was $114,000 and $78,000 for the three months ended September 30, 2020 and 2019, respectively and $370,000 and $232,000 for the nine months ended September 30, 2020 and 2019, respectively.

As of September 30, 2020 and December 31, 2019, total unrecognized compensation expense was $195,000 and $363,000, respectively, related to stock options, and $1.1 million and $1.4 million, respectively, related to restricted stock awards.

Intrinsic value represents the amount by which the fair value of the underlying stock at September 30, 2020 and December 31, 2019 exceeds the exercise price of the stock options. The intrinsic value of stock options was $7,200 and $1.4 million at September 30, 2020 and December 31, 2019, respectively.

At September 30, 2020 and December 31, 2019, respectively, there were 18,135 and 13,359 shares available under the Plan to be issued in connection with the exercise of stock options, and 58,424 and 60,124 shares that may be issued as restricted stock awards or units. Restricted stock awards or units may be issued above this amount provided that the number of shares reserved for stock options is reduced by three shares for each restricted stock award or unit share granted.

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Note 15. Mortgage Servicing Rights

The following table presents MSR activity and net carrying values for the periods indicated.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
(Dollars in thousands)

Mortgage Servicing Rights:
Balance, Beginning of Period	$	902	$	1,032	$	1,029	$	1,001
Additions	32		73		64		210
Amortization	(70)		(71)		(229)		(177)
Balance, End of Period	$	864	$	1,034	$	864	$	1,034

Valuation Allowance:
Balance, Beginning of Period	$	(213)	$	(340)	$	(373)	$	(71)

Valuation Allowance Adjustment	82		—		242		(269)
Balance, End of Period	$	(131)	$	(340)	$	(131)	$	(340)
Mortgage Servicing Rights, Net Carrying Value	$	733	$	694	$	733	$	694

Amortization of MSRs and the period change in the valuation allowance are reported in Other Income on the Consolidated Statements of Income (Loss).

Real estate loans serviced for others, which are not included in the Consolidated Statements of Financial Condition, totaled $96.6 million and $105.8 million at September 30, 2021 and December 31, 2020, respectively.

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

This discussion should be read in conjunction with the unaudited consolidated financial statements, notes and tables included in this report. For further information, refer to the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

Forward-Looking Statements

This report contains certain “forward-looking statements” within the meaning of the federal securities laws. These statements are not historical facts, but rather statements based on the Company’s current expectations regarding its business strategies, intended results and future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions. Management’s ability to predict results or the effect of future plans or strategies is inherently uncertain. Factors which could affect actual results include, but are not limited to, the following:

•General and local economic conditions;

•The scope and duration of economic contraction as a result of the COVID-19 pandemic and its effects on the Company’s business and that of the Company’s customers;

•Government action in response to the COVID-19 pandemic and its effects on the Company's business and that of the Company's customers;

•Our ability to realize the expected cost savings and other efficiencies related to our branch optimization and operational efficiency initiatives;

•Changes in market interest rates, deposit flows, demand for loans, real estate values and competition;

•Competitive products and pricing;

•The ability of our customers to make scheduled loan payments;

•Loan delinquency rates and trends;

•Our ability to manage the risks involved in our business;

•Our ability to integrate the operations of businesses we acquire;

•Our ability to control costs and expenses;

•Inflation, market and monetary fluctuations;

•Changes in federal and state legislation and regulation applicable to our business;

•Actions by our competitors; and

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•Other factors disclosed in the Company’s periodic reports as filed with the Securities and Exchange Commission.

Many of these risks and uncertainties have been elevated by and may continue to be elevated by the COVID-19 pandemic. The ability to predict the impact of the ongoing COVID-19 pandemic on the Company’s future operating results with any precision is difficult and depends on many factors beyond our control.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Given the numerous unknowns and risks that are heavily weighted to the downside due to COVID-19, our forward-looking statements are subject to the risk that conditions will be substantially different than we currently expect. If efforts to contain COVID-19 are unsuccessful and government restriction last longer than expected, the recession would be much longer and much more severe and damaging. Ineffective fiscal stimulus, or an extended delay in implementing it, are also major risks. The deeper the recession and the longer it lasts, the more it will damage consumer fundamentals and sentiment. This could both prolong the recession and make any recovery weaker. Similarly, the recession could damage business fundamentals. As a result, the outbreak and its consequences, including responsive measures to manage it, have had and are likely to continue to have an adverse effect, possibly materially, on our business and financial performance by adversely affecting, possibly materially, the demand and profitability of our products and services, the valuation of assets and our ability to meet the needs of our customers.

The ability to predict the impact of the COVID-19 pandemic on the Company’s future operating results with any precision is difficult and depends on many factors beyond our control. The Company's market area was impacted by state-wide shelter-in-place orders and closing all but essential businesses. Certain government restrictions remaining in effect. The far-reaching consequences of these actions and the crisis is unknown and will largely depend on the extent and length of the recession combined with how quickly the economy can re-open. For example:

•While specific actions have been taken to protect employees through work-at-home arrangements and social distancing measures for those working in our offices, outbreak among employees could result in closure of branches or back office operations for quarantine purposes and result in the unavailability of key employees and disruption of services provided to customers.

•The lack of economic activity may curtail lending opportunities, especially from a commercial perspective, and impact our customers involved in vulnerable industries such as hospitality, retail, office space, senior housing, oil and gas, and restaurants.

•~~Forbearance activity and any additional forbearance that may be needed could impact cash flows and liquidity.~~

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•Delinquencies, nonperforming loans, charge-offs and the related provision for loan losses, and foreclosures may significantly increase after forbearance period ends, if economic stimulus does not have the intended outcome, and/or if the economy does not fully re-open allowing people to return to work.

•A sustained economic downturn may result in a decrease in the Company’s value and result in potential material impairment to its intangible assets, and/or long-lived assets or additional impairment to goodwill.

•The Federal Reserve Board’s decision to drop the benchmark interest rate from a range of 1.5% to 1.75% to start the year to a range of 0% to 0.25% as part of a wide-ranging emergency action to protect the economy from the COVID-19 outbreak may result in an influx of loan refinances that could impact the Company’s net interest income.

•~~The lack of economic activity may negatively impact our noninterest income through less fee activity, such as from customer debit card swipes for purchases.~~

•~~Insurance commissions may decline because workers compensation policies are mainly determined based on payroll figures, which could decrease due to job loss.~~

The Company assumes no obligation to update any forward-looking statements except as may be required by applicable law or regulation.

General

CB Financial Services ~~Inc.~~ is a bank holding company established in 2006 and headquartered in Carmichaels, Pennsylvania. CB Financial’s business activity is conducted primarily through its wholly owned bank subsidiary, Community Bank.

The Bank is a Pennsylvania-chartered commercial bank headquartered in Carmichaels, Pennsylvania. The Bank operates from ~~15 offices~~11 branches in Greene, Allegheny, Washington, Fayette and Westmoreland Counties in southwestern Pennsylvania ~~six offices~~and five branches in ~~Brooke,~~ Marshall, Ohio, Upshur and Wetzel Counties in West Virginia, and one office in Belmont County in Ohio. On September 30, 2020, the Bank completed the closure of the Monessen office in Westmoreland County, Pennsylvania and the Bethlehem office in Ohio County, West Virginia reducing the total number of branches to 22.Virginia. The Bank also has ~~two~~a loan production ~~offices~~office in ~~Fayette and~~ Allegheny County, a corporate center in Washington County and an operations center in Greene County in Pennsylvania. The Bank is a community-oriented institution offering residential and commercial real estate loans, commercial and industrial loans, and consumer loans as well as a variety of deposit products for individuals and businesses in its market area. Property and casualty, commercial liability, surety and other insurance products are offered through Exchange Underwriters, Inc., the Bank’s wholly owned subsidiary that is a full-service, independent insurance agency located in ~~the~~ Washington County.

Overview

The following discussion and analysis is presented to assist in the understanding and evaluation of our consolidated financial condition and results of operations. It is intended to complement the unaudited consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q and should be read in conjunction therewith. The detailed discussion focuses on our consolidated financial condition as of September 30, ~~2020,~~2021, compared to the financial condition as of December 31, ~~2019~~2020 and the consolidated results of operations for the three and nine months ended September 30, ~~2020~~2021 compared to the three and nine ~~month~~months ended September 30, ~~2019.~~2020.

Our results of operations depend primarily on our net interest income. Net interest income is the difference between the interest income we earn on our interest-earning assets and the interest we pay on our interest-bearing liabilities. Our results of operations also are affected by our provisions for loan losses, noninterest income and noninterest expense. Noninterest income consists primarily of fees and service charges on deposit accounts, insurance commissions, income from bank-owned life insurance and other income. Noninterest expense consists primarily of expenses related to salaries and employee benefits, occupancy and equipment, data processing, contracted services, legal and professional fees, advertising, deposit and general insurance and other expenses.

Financial institutions like us, in general, are significantly affected by economic conditions, competition, and the monetary and fiscal policies of the federal government. Lending activities are influenced by the demand for and supply of housing, competition among lenders, interest rate conditions, and funds availability. Our operations and lending are principally concentrated in southwestern Pennsylvania and Ohio Valley market areas.

~~Critical Accounting Estimates~~Branch Optimization and Operational Efficiency Update

~~Goodwill.~~ ~~Goodwill represents~~As previously disclosed by the ~~excess~~Company on February 23, 2021, May 27, 2021 and June 10, 2021, the Company announced the implementation of branch optimization and operational efficiency strategic initiatives to improve the Bank’s financial performance and operations in order to position the Bank for continued profitable growth. The Bank intends to optimize its current branch network while expanding technology and infrastructure investments in its remaining locations. The decision was the result of a comprehensive internal study that measured branch performance by comparing financial and non-financial indicators to growth opportunities, while evolving changes in consumer preferences, largely driven by the global pandemic, led to an acceleration of branch optimization efforts. The Bank also completed a comprehensive review of its branch network and operating environment to identify solutions to improve operating performance. This review prioritized profitability, efficiency, infrastructure and client experience improvements, automation in operations, and digital marketing and technology investments.

The Bank continues to make progress related to these initiatives through the consolidation of six branches that was completed on June 30, 2021, reducing the Bank's branch network to 16 branches. The Bank is also in the process of implementing operational efficiencies related to over 185 individualized processes within its branch network and operating environment. In addition, on June 10, 2021, CB Financial, Community Bank, and Citizens Bank of West Virginia, Inc. (“Citizens Bank”) executed a Purchase and Assumption Agreement (the “Agreement”) pursuant to which Citizens Bank has agreed to purchase certain loans and other assets, and assume certain deposits and other liabilities, of the ~~cost~~branch offices of an acquisition over the fair value of the net assets acquired. Deemed to have an indefinite life and not subject to amortization, goodwill is instead tested for impairment at the reporting unit level at least annually on October 31 or more frequently if triggering events occur or impairment indicators exist. The Company operates two reporting units – Community ~~Banking segment and Insurance Brokerage Services segment. The Company has assigned 100% of the goodwill to the Community Banking reporting unit.~~

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Determining the fair value of a reporting unit under a quantitative goodwill impairment test is judgmental and involves the use of significant estimates and assumptions. The methodology used to assess impairment was a combination of the income approach (i.e. discounted cash flow (“DCF”) method) and the market approach (i.e. Guideline Public Company ("GPC") method) to determine the fair value.

The market approach uses observable prices and other relevant information that is generated by market transactions involving identical or comparable assets or liabilities. The fair value measure is based on the value that those transactions indicate. Under the market approach, we utilized Level 1 and 2 inputs when measuring fair value. In the application of the market approach, the GPC method of appraisal is based on the premise that pricing multiples of publicly traded companies can be used as a tool to be applied in valuing a closely held entity. A value multiple or ratio relates a stock’s market price to the reported accounting data such as revenue, earnings, and book value. These ratios provide an objective basis for measuring the market’s perception of a stock’s fair value. Value ratios generally reflect the trends in growth, performance and stability of the financial results of operations. In this way, the business and financial risks exhibited by an industry or group of companies can be viewed in relation to market values. Value ratios also reflect the market’s outlook for the economy as a whole. Guideline companies provide a reasonable basis for comparison to the relative investment characteristics of the company being valued. Utilizing publicly traded companiesBank located in Pennsylvania and surrounding states with assets between $1.0 billion and $2.5 billion and return on assets greater than 0.5%, we analyzed the relationships between the guideline companies' asset size, profitability, asset quality and capital ratios and applied a control premium of 34% to the selected guideline company multiples. The control premium is management's estimate of how much a market participant would be willing to pay over the fair market value in consideration of synergies and other benefits that flow from control of the entity.

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~~factors including actual operating results. If current conditions change~~Virginia, and in New Martinsville, West Virginia. The Agreement provides for a 5.0% premium to be paid on assumed deposits, which will be recognized as income upon the expected close of the transaction in the fourth quarter of 2021, subject to regulatory approval and other closing conditions. As of September 30, 2021, all requisite regulatory approvals had been received.

The Company presently expects to incur $7.9 million of non-recurring expenses in 2021 and, as of September 30, 2021, has incurred $6.3 million of expenses related to these items. The expenses include a $2.3 million writedown on fixed assets and a $1.2 million impairment of intangible assets associated with the branch consolidations in the second quarter and the pending branch sales expected to be finalized in the fourth quarter. In addition, as part of the Company's branch optimization and operational efficiency initiatives, the Company incurred $2.9 million of expenses related to contracted services, employee severance costs, branch lease impairment, professional fees, data processing fees, legal and other expenses.

The majority of the remaining expenses to be recognized in 2021 are related to approximately $600,000 in contracted services aimed at improving the operational and revenue efficiency at the bank in the long-term. The Company anticipates cost savings from ~~those~~this initiative ranging from approximately $2.5 million to $3.5 million in 2022, as well as expected ~~it is reasonably possible that the judgments~~enhanced revenue and ~~estimates described above could change~~fee generating capacity in future ~~periods and require management to further evaluate goodwill for impairment.~~years.

AsIn addition, the Company expects an annual reduction in pre-tax operating expenses in 2021 of approximately $1.0 million, along with $3.0 million of ongoing pre-tax cost savings as a result of the ~~goodwill impairment test, and~~branch optimization initiatives. The Company expects these estimated cost savings to be incremental to net income beginning in ~~connection with~~2022. These estimated cost savings exclude the ~~preparation~~favorable impact of the ~~consolidated financial statements included~~expected premium from sale of branches expected to be recognized in ~~this Quarterly Report on Form 10-Q,~~ the ~~Company concluded that goodwill was impaired. Accordingly, the Company recorded a goodwill impairment charge~~fourth quarter of ~~$18.7 million for the three~~2021 and ~~nine months ended September 30, 2020 as our~~currently estimated ~~fair value was less than our book value. This was a non-cash charge~~ to ~~earnings and had no impact on regulatory capital, cash flows or liquidity position. No goodwill impairment charge was recognized for the three and nine months ended September 30, 2019.~~be $5.1 million.

Explanation of Use of Non-GAAP Financial Measures

In addition to financial measures presented in accordance with ~~generally accepted accounting principles (“GAAP”),~~U.S. GAAP, we present certain non-GAAP financial measures. We believe these non-GAAP financial measures provide useful information in understanding our underlying results of operations or financial position and our business and performance trends as they facilitate comparisons with the performance of other companies in the financial services industry. Non-GAAP adjusted items impacting the Company's financial performance are identified to assist investors in providing a complete understanding of factors and trends affecting the Company’s business and in analyzing the Company’s operating results on the same basis as that applied by management. Although we believe that these non-GAAP financial measures enhance the understanding of our business and performance, they should not be considered an alternative to GAAP ~~financial measures~~ or considered to be more important than financial results determined in accordance with GAAP, nor are they necessarily comparable with non-GAAP measures which may be presented by other companies. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found herein.

The interest income on interest-earning assets, net interest rate spread and net interest margin are presented on a fully tax-equivalent (“FTE”) basis. The FTE basis adjusts for the tax benefit of income on certain tax-exempt loans and securities using the federal statutory income tax rate of ~~21 percent.~~21.0%. We believe the presentation of net interest income on a FTE basis ensures comparability of net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice.

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The following table reconciles net interest income, net interest spread and net interest margin on a FTE basis for the periods indicated:

Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
(Dollars in thousands)
Interest Income per Consolidated Statement of (Loss) Income (GAAP) $ 11,656 $ 13,098 $ 35,712 $ 38,063
Adjustment to FTE Basis 53 56 165 203
Interest Income (FTE) (Non-GAAP) 11,709 13,154 35,877 38,266
Interest Expense per Consolidated Statement of (Loss) Income 1,240 2,002 4,442 5,828
Net Interest Income (FTE) (Non-GAAP) $ 10,469 $ 11,152 $ 31,435 $ 32,438
Net Interest Rate Spread (GAAP) 3.03 % 3.50 % 3.15 % 3.42 %
Adjustment to FTE Basis 0.02 0.02 0.02 0.03
Net Interest Rate Spread (FTE) (Non-GAAP) 3.05 3.52 3.17 3.45
Net Interest Margin (GAAP) 3.19 % 3.72 % 3.34 % 3.64 %
Adjustment to FTE Basis 0.02 0.02 0.01 0.03
Net Interest Margin (FTE) (Non-GAAP) 3.21 3.74 3.35 3.67

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	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
(Dollars in thousands)

Interest Income (GAAP)	$	10,786		$	11,656		$	32,594		$	35,712
Adjustment to FTE Basis	41			53			131			165
Interest Income (FTE) (Non-GAAP)	10,827			11,709			32,725			35,877
Interest Expense (GAAP)	776			1,240			2,673			4,442
Net Interest Income (FTE) (Non-GAAP)	$	10,051		$	10,469		$	30,052		$	31,435

Net Interest Rate Spread (GAAP)	2.77		%	3.03		%	2.80		%	3.15		%
Adjustment to FTE Basis	0.01			0.02			0.01			0.02
Net Interest Rate Spread (FTE) (Non-GAAP)	2.78			3.05			2.81			3.17

Net Interest Margin (GAAP)	2.88		%	3.19		%	2.92		%	3.34		%
Adjustment to FTE Basis	0.01			0.02			0.01			0.01
Net Interest Margin (FTE) (Non-GAAP)	2.89			3.21			2.93			3.35

Allowance for loan losses to total loans, excluding PPP loans, is a non-GAAP measure that serves as a useful measurement to evaluate the allowance for loan losses without the impact of SBA guaranteed loans.


		September 30, 2020			December 31, 2019				September 30, 2021			December 31, 2020
(Dollars in thousands)	(Dollars in thousands)							(Dollars in thousands)

Allowance for Loan Losses		$	13,780		$	9,867
Allowance for Loan Losses (Numerator)								Allowance for Loan Losses (Numerator)	$	11,581		$	12,771

Total Loans	Total Loans	1,050,885			$	952,496		Total Loans	1,001,599			$	1,044,753
PPP Loans	PPP Loans	(71,028)			—			PPP Loans	(32,703)			(55,096)
Total Loans, Excluding PPP Loans (Non-GAAP)		$	979,857		$	952,496
Total Loans, Excluding PPP Loans (Non-GAAP) (Denominator)								Total Loans, Excluding PPP Loans (Non-GAAP) (Denominator)	$	968,896		$	989,657

Allowance for Loan Losses to Total Loans (GAAP)	Allowance for Loan Losses to Total Loans (GAAP)	1.31		%	1.04		%	Allowance for Loan Losses to Total Loans (GAAP)	1.16		%	1.22		%

Allowance for Loan Losses to Total Loans, Excluding PPP Loans (Non-GAAP)	Allowance for Loan Losses to Total Loans, Excluding PPP Loans (Non-GAAP)	1.41		%	1.04		%	Allowance for Loan Losses to Total Loans, Excluding PPP Loans (Non-GAAP)	1.20		%	1.29		%

Tangible book value per common share is a non-GAAP measure ~~and is~~ calculated based on tangible common equity divided by period-end common shares outstanding. We believe this non-GAAP measure serves as a useful tool to help evaluate the strength and discipline of the Company's capital management strategies and as an additional, conservative measure of the Company’s total value.


		September 30, 2020		December 31, 2019			September 30, 2021		December 31, 2020
(Dollars in thousands, except share and per share data)	(Dollars in thousands, except share and per share data)					(Dollars in thousands, except share and per share data)

Stockholders' Equity (GAAP)	Stockholders' Equity (GAAP)	$	133,299	$	151,097	Stockholders' Equity (GAAP)	$	130,987	$	134,530
Goodwill and Other Intangible Assets, Net	Goodwill and Other Intangible Assets, Net	(18,663)		(38,952)		Goodwill and Other Intangible Assets, Net	(15,472)		(18,131)
Tangible Common Equity or Tangible Book Value (Non-GAAP)		$	114,636	$	112,145
Tangible Common Equity or Tangible Book Value (Non-GAAP) (Numerator)						Tangible Common Equity or Tangible Book Value (Non-GAAP) (Numerator)	$	115,515	$	116,399

Common Shares Outstanding		5,398,712		5,463,828
Common Shares Outstanding (Denominator)						Common Shares Outstanding (Denominator)	5,330,401		5,434,374

Book Value per Common Share (GAAP)	Book Value per Common Share (GAAP)	$	24.69	$	27.65	Book Value per Common Share (GAAP)	$	24.57	$	24.76

Tangible Book Value per Common Share (Non-GAAP)	Tangible Book Value per Common Share (Non-GAAP)	$	21.23	$	20.52	Tangible Book Value per Common Share (Non-GAAP)	$	21.67	$	21.42

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Consolidated ~~Statement~~Statements of Financial Condition Analysis

Assets. Total assets increased ~~$71.3~~$58.1 million, or ~~5.4%~~4.1%, to ~~$1.39~~$1.47 billion at September 30, ~~2020,~~2021, compared to ~~$1.32~~$1.42 billion at December 31, ~~2019.~~2020. The change is primarily due to increases in cash and due from banks and in securities.

Cash and Securities

•Cash and due from banks increased ~~$32.0~~$12.6 million, or ~~39.9%~~7.8%, to ~~$112.2~~$173.5 million at September 30, ~~2020,~~2021, compared to ~~$80.2~~$160.9 million at December 31, ~~2019. This~~2020. The change is primarily due to an increase in deposits as further described below in the ~~result of investment security call and paydown activity.~~Liabilities section.

•~~Investment securities classified as available-for-sale decreased $38.4~~Securities increased $76.0 million, or ~~19.5%~~52.3%, to ~~$159.0~~$221.4 million at September 30, ~~2020,~~2021, compared to ~~$197.4~~$145.4 million at December 31, ~~2019. This was primarily the result of $59.5~~2020. Current period activity included $119.9 million of ~~calls of U.S. government agency and municipal securities due to the market interest rate decreases that occurred in light of the COVID-19 pandemic and $31.7~~purchases, $29.6 million of paydowns, ~~on mortgage-backed securities. In addition, there was the purchase of $68.9~~and $12.0 million of ~~mortgage-backed and U.S. government agency securities partially offset by $17.9 million~~sales, primarily of mortgage-backed ~~security~~securities, which resulted in the recognition of a $231,000 gain. The purchases were made to earn a higher yield on excess cash. The sales ~~to recognize~~recognized gains on higher-interest securities ~~that were paying down quicker than expected.~~with faster prepayment speeds. In addition, there was a ~~$1.8~~$2.9 million ~~increase~~decrease in the market value of the debt securities portfolio ~~attributed to market interest rate decreases~~ and ~~$469,000 loss~~a $251,000 gain in market value in the ~~marketable~~ equity securities portfolio, which is primarily comprised of bank stocks.

Payroll Protection Program (“PPP”) Update

•PPP loans decreased $22.4 million to $32.7 million at September 30, 2021 compared to $55.1 million at December 31, 2020, which includes $34.6 million in originations in the current period offset by loan forgiveness.

•$1.1 million of net PPP loan origination fees were unearned at December 31, 2020. Due to activity in the current period, $1.0 million of net PPP loan origination fees were unearned at September 30, 2021. $1.4 million of net PPP loan origination fees were recognized for the nine months ended September 30, 2021, including $380,000 for the three months ended September 30, 2021 compared to $489,000 for the three months ended June 30, 2021.

Loans, Allowance for Loan Losses and Credit Quality

•Total loans ~~increased $98.4~~held for investment decreased $43.2 million to ~~$1.05~~$1.00 billion at September 30, 2020 and represented a 13.7% annualized growth. Year-to-date loan growth was primarily due to originating 638 PPP loans totaling $71.0 million, mainly in the second quarter, which included $2.2 million in net origination fees. Excluding2021. This includes the impact of ~~PPP, organic loan growth was $27.4~~reclassifying $17.4 million ~~and represented an annualized growth rate~~ of ~~3.8% as~~loans to held for sale. Excluding the net decline of ~~September 30, 2020. Additional loan growth was experienced through net funding of $33.6~~$22.4 million in ~~construction loans.~~PPP loans in the current period and including $17.4 million of held for sale loans, loans declined $3.4 million. Compared to June 30, 2021, total loans, including loans held for sale and excluding PPP loans, increased $17.0 million, primarily from $23.1 million in commercial real estate loan growth. Average loans for the three months ended September 30, ~~2020 increased $21.4~~2021 decreased $12.4 million compared to the three months ended June 30, ~~2020 and was primarily driven by the full quarter impact on average balances from PPP loans. In October 2020, the SBA began processing loan~~2021.

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~~forgiveness. $1.7 million of origination fees are unearned as of September 30, 2020 and expected to be earned upon receipt of funds from the SBA for forgiveness.~~

•The allowance for loan losses was ~~$13.8~~$11.6 million at September 30, ~~2020~~2021 compared to ~~$9.9~~$12.8 million at December 31, ~~2019. This reflects~~2020. There was a ~~$4.0~~net recovery of $1.2 million of provision for loan ~~loss due~~losses in the current year. A $20.8 million decrease in net reservable loans in the current period, which excludes PPP loans and includes the reclassification of $17.4 million of loans to ~~an increase~~held for sale that do not require a reserve, as well as a decrease in specifically impaired loans ~~with specific reserves~~ and ~~net increase in qualitative factors related to~~improving economic and industry conditions contributed to ~~account for~~ the ~~adverse economic impact of COVID-19.~~net recovery in the current period. As a result, the allowance for loan losses to total loans ~~increased from 1.04%~~was 1.16% at September 30, 2021 compared to 1.22% at December 31, ~~2019 to 1.31% at September 30,~~ 2020. ~~No allowance was allocated to the PPP loan portfolio due to the Bank complying with the lender obligations that ensure SBA guarantee.~~ The allowance for loan losses to total loans, excluding PPP loans, was ~~1.41%~~1.20% at September 30, 2021 compared to 1.29% at December 31, 2020.

•Net recoveries for the three months ended September 30, 2021 were $37,000, or (0.01)% of average loans on an annualized basis. Net charge-offs for the three months ended September 30, 2020 were $68,000, or 0.03% of average loans on an annualized basis. Net recoveries for the nine months ended September 30, 2021 were $10,000, or 0.00% of average loans on an annualized basis. Net charge-offs for the nine months ended September 30, 2020 were $87,000, or 0.01% of average loans on an annualized basis. Net charge-offs were primarily driven by indirect automobile loans in the consumer loan category in the prior period.

•Nonperforming loans, ~~increased~~which includes nonaccrual loans, accruing loans past due 90 days or more, and accruing loans that are considered troubled debt restructurings within the loans held for investment portfolio, were $10.9 million at September 30, 2021 compared to ~~$15.0 million from $5.4~~$14.5 million at December 31, ~~2019 and, coupled with loan growth noted previously, resulted in the nonperforming~~2020. Nonperforming loans to total loans ratio ~~increase to 1.43%~~was 1.09% at September 30, ~~2020~~2021 compared to ~~0.57%~~1.39% at December 31, ~~2019. Nonaccrual~~2020. A $3.6 million nonaccrual commercial real estate loan under agreement to sell and transferred into the held for sale portfolio at September 30, 2021 was sold in October 2021 and will result in the recognition of an $897,000 gain on sale of loans ~~increased primarily as~~in the fourth quarter of 2021. This loan previously incurred a result of two hotels with a total principal balance of $7.9 million that were determined to be impaired due to insufficient cash flows and occupancy rates and one commercial and industrial relationship totaling $1.4 million downgraded to substandard.$931,000 charge-off in the prior year.

•The Bank provided borrower support and relief through short-term loan forbearance options by primarily allowing: (a) deferral of three to six months of payments; or (b) for consumer loans not secured by a real estate mortgage, three

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months of interest-only payments that also extends the maturity date of the loan by three months. In certain circumstances, a second three-month deferral period was granted.

The following table provides details of loans in forbearance at the dates indicated.


		September 30, 2020					June 30, 2020						September 30, 2021					June 30, 2021					December 31, 2020
		Number of Loans	Amount		% of Portfolio		Number of Loans	Amount		% of Portfolio			Number of Loans	Amount		% of Portfolio		Number of Loans	Amount		% of Portfolio		Number of Loans	Amount		% of Portfolio
(Dollars in thousands)	(Dollars in thousands)											(Dollars in thousands)

Real Estate:	Real Estate:											Real Estate:
Residential	Residential	11	1,242		0.4	%	163	23,653		6.9	%	Residential	—	—		—	%	—	—		—	%	4	749		0.2	%
Commercial	Commercial	9	13,885		3.9	%	111	105,117		30.0	%	Commercial	—	—		—	%	4	6,544		1.8	%	8	19,818		5.3	%
Construction	Construction	1	7,162		10.4	%	6	15,518		26.6	%	Construction	—	—		—	%	—	—		—	%	1	1,958		2.7	%
Commercial and Industrial	Commercial and Industrial	1	122		0.1	%	76	15,697		10.5	%	Commercial and Industrial	—	—		—	%	5	1,221		1.0	%	5	1,219		1.0	%
Consumer	Consumer	12	295		0.3	%	170	3,447		2.9	%	Consumer	—	—		—	%	—	—		—	%	13	356		0.3	%
Other		—	—		—	%	1	2,504		11.2	%

Total Loans in Forbearance	Total Loans in Forbearance	34	$	22,706	2.2	%	527	$	165,936	15.9	%	Total Loans in Forbearance	—	$	—	—	%	9	$	7,765	0.8	%	31	$	24,100	2.3	%

~~The commercial real estate loans remaining in deferral~~Other

•Premises and equipment decreased $1.8 million to $18.5 million at September 30, ~~2020 include five hotel loans totaling $10.3~~2021 compared to $20.3 million at December 31, 2020. The Company recognized a $2.3 million writedown on fixed assets related to the branch optimization initiative. In addition, $795,000 of premises and equipment was transferred to held for sale related to the signing of the Agreement with Citizens Bank and the ~~construction loan is~~impending sale of the two related branches. The Company also recognized $727,000 of depreciation expense and $280,000 was transferred to Other Assets due to a ~~retail project. These six loans are scheduled~~branch closure and marketing of the property for sale. This was offset by $2.3 million of purchases, primarily related to ~~exit their deferral period in~~ the ~~fourth quarter. The following table sets forth details~~operational efficiency initiative.

•Intangible Assets decreased $2.7 million to $5.7 million at September 30, 2021 compared to $8.4 million at December 31, 2020 primarily due to an impairment of ~~industries considered at higher risk~~$1.2 million and amortization expense of $1.5 million. As a result of signing the Agreement with Citizens Bank and the expected sale of a portion of the deposits associated with the remaining core deposit intangible asset, the Company performed an interim evaluation to ~~be negatively impacted by~~determine whether the ~~COVID-19 pandemic:~~

~~Table~~core deposit intangible was impaired. As a result of ~~Contents~~the evaluation, the Company determined the carrying amount of the core deposit intangible was impaired $1.2 million.

•Accrued Interest Receivable and Other Assets decreased $2.7 million, or 17.7% to $12.6 million at September 30, 2021, compared to $15.2 million at December 31, 2020 primarily related to the receipt of a $1.3 million federal income tax refund, decrease in prepaid expenses which are mainly paid in advance near the beginning of the year, decrease in restricted stock due to a decline in standby letters of credit usage with the FHLB, and decrease in accrued interest receivable due to customer's first repaying unpaid interest when their forbearance periods ended.

Industry Forbearance
Weighted
Average
Risk
Rating (1)
Industry
Amount As a
Percent
of Total
Risk
Based
Capital As a
Percent
of Loan
Class Number
of
Loans
Weighted
Average
Risk
Rating (1)
Forbearance
Amount As a
Percent
of
Industry
(Dollars in thousands)
Commercial Real Estate - Owner Occupied:
Retail 3.6 $ 27,109 23.0 % 7.7 % — — $ — — %
Commercial Real Estate - Nonowner Occupied:
Retail 3.7 56,185 47.6 15.9 — — — —
Hotels 5.3 24,995 21.2 7.1 5 5.4 10,327 41.3
Construction - Commercial Real Estate:
Retail 4.0 7,992 6.8 11.6 1 4.0 7,162 89.6
Hotels 4.3 5,327 4.5 7.7 — — — —
Total:
Retail 3.7 91,286 77.4 1 4.0 7,162
Hotels 5.1 30,322 25.7 5 5.4 10,327

~~(1) Loan risk rating of 1-4 is considered a pass-rated credit, 5 is special mention, 6 is substandard, 7 is doubtful and 8 is loss.~~

Liabilities. Total liabilities increased ~~$89.1~~$61.6 million, or ~~7.6%~~4.8%, to ~~$1.26~~$1.34 billion at September 30, ~~2020~~2021 compared to ~~$1.17~~$1.28 billion at December 31, ~~2019.~~2020.

Deposits

•~~Deposits benefited from PPP loan origination and~~Total deposits, including deposits held for sale, increased $63.2 million to ~~a lesser extent government stimulus payments and increased $80.7 million, or 7.2%, to $1.20~~$1.29 billion as of September 30, ~~2020~~2021 compared to ~~$1.12~~$1.22 billion at December 31, ~~2019.Noninterest~~2020. Noninterest bearing demand deposits, NOW accounts and savings accounts increased ~~$68.1~~$47.8 million, $15.6 million and ~~$15.8~~$18.4 million, respectively, partially offset by a decrease of ~~$23.5~~$27.6 million in time deposits.

~~The~~ IRS and stimulus-related payments totaled $29.9 million in the first quarter and the impact of the PPP loans that were originated in the current year and the proceeds of which were ~~subsequently~~initially deposited at the Bank was approximately ~~$54.8~~$28.7 million. Annualized deposit growth rate was ~~9.6% including PPP loan~~6.9%. Average total deposits ~~and 3.1% without PPP loan~~decreased $5.7 million, primarily in time deposits, ~~representing organic deposit growth.~~for the three months ended September 30, 2021 compared to the three months ended June 30, 2021.

Borrowed Funds

•Short-term borrowings increased ~~$11.5~~$1.6 million, or ~~37.6%~~3.9%, to ~~$42.1~~$42.6 million at September 30, ~~2020,~~2021, compared to ~~$30.6~~$41.1 million at December 31, ~~2019.~~2020. At September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, short-term borrowings were comprised entirely of securities sold under agreements to ~~repurchase. The increase is~~repurchase, which are related to business deposit customers whose funds, above designated target balances, are transferred into an overnight interest-earning investment account by purchasing

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securities from the Bank’s investment portfolio under an agreement to repurchase. $10.7 million was excluded from short-term borrowings at September 30, 2021 and reported as deposits held for sale.

•Other borrowed funds decreased ~~$3.0~~$2.0 million to $6.0 million at September 30, 2021 due to a ~~FHLB~~Federal Home Loan Bank borrowing that matured in the current period.

Stockholders’ Equity. Stockholders’ equity decreased ~~$17.8~~$3.5 million, or ~~11.8%~~2.6%, to ~~$133.3~~$131.0 million at September 30, ~~2020,~~2021, compared to ~~$151.1~~$134.5 million at December 31, ~~2019.~~2020.

•Net ~~loss~~income was ~~$13.7~~$4.6 million for the nine months ended September 30, ~~2020.~~2021.

•Accumulated other comprehensive income ~~increased $1.4~~decreased $2.3 million primarily due to market interest rate conditions ~~in the current period~~ on the ~~Bank’s available-for-sale~~Company’s debt securities.

•The Company declared and paid $3.9 million in dividends to common stockholders in the current ~~year.~~period.

•AsThe Company repurchased $2.5 million of its common stock as part of ~~the Company’s~~its stock repurchase program, the Company repurchased 67,816 shares of common stock totaling $1.9 million in the current year. COVID-19 prompted the Company to announce on March 19, 2020 that the stock repurchase program was suspended until further notice to preserve excess capital in support of the Bank’s business of providing financial services to its customers and communities.program.

•Book value per share (GAAP) was ~~$24.69~~$24.57 at September 30, ~~2020~~2021 compared to ~~$27.65~~$24.76 at December 31, ~~2019,~~2020, a decrease of ~~$2.96 primarily due to goodwill impairment.~~$0.19. Tangible book value per share (Non-GAAP) increased ~~$0.71,~~$0.25, or ~~3.5%~~1.2%, to ~~$21.23~~$21.67 compared to ~~$20.52~~$21.42 at December 31, ~~2019.~~2020. Refer to Explanation of Use of Non-GAAP Financial Measures in this Report.

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Consolidated Results of Operations for the Three Months Ended September 30, 2021 and 2020

~~Quarterly and year-to-date~~Overview. Net income was $2.0 million for the three months ended September 30, 2021, an increase of $19.4 million compared to a net loss of $17.4 million for the three months ended September 30, 2020. Prior year results were impacted by the following:

•The Company conducted a goodwill impairment analysis ~~during the most recent quarter. The Company had goodwill of $28.4 million at December 31, 2019, which was primarily related to past bank mergers~~ and, ~~is 100% attributable to the community banking segment. Due~~due to the macroeconomic impacts of the pandemic and the overall industry-wide decline in value of stocks and earnings expectations in the banking sector at that time, including the Company's stock, the Company determined its goodwill was no longer supported by its estimate of the Company’s fair value. Therefore, $18.7 million of goodwill was deemed impaired and written ~~off for the three and nine months ended September 30, 2020, reducing goodwill to $9.7 million at September 30, 2020.~~off. This non-cash expense was deemed non-core and ~~has~~had no impact on tangible equity, cash flows, liquidity or regulatory capital.

•The Company incurred a non-cash impairment of fixed assets of $884,000 as a result of the ~~previously announced~~ Monessen branch ~~closure. Given the change in business purpose of the bank owned location, an appraisal was obtained to determine the property value and, as a result,~~closure whereby the property was written down to fair value. The impairment charge primarily ~~relates~~related to the write off of the unamortized purchase accounting adjustment associated with the branch, which was the former headquarters of FedFirst Financial Corporation acquired through merger in 2014. In addition, there was a one-time $84,000 early lease termination payment from the Bethlehem branch closure. The Company expects accretive annual earnings of approximately $678,000 from the branch consolidations.

~~Consolidated Results of Operations for the Three Months Ended September 30, 2020~~Net Interest and ~~2019~~

~~Overview.~~Dividend Income. Net ~~loss was $17.4~~interest and dividend income decreased $406,000, or 3.9%, to $10.0 million for the three months ended September 30, ~~2020, a decrease of $21.1 million~~2021 compared to net income of $3.7 million for the three months ended September 30, 2019. Excluding the impact of goodwill impairment and impairment of fixed assets in the current period, net income decreased $1.9 million, or 50.8%, to $1.8 million for the three months ended September 30, 2020 compared to the three months ended September 30, 2019.

~~Net Interest Income.~~

~~Net interest income decreased $680,000, or 6.1%,~~ to $10.4 million for the three months ended September 30, ~~2020~~2020. Net interest margin (FTE) (Non-GAAP) decreased 32 basis points (“bps”) to 2.89% for the three months ended September 30, 2021 compared to ~~$11.1~~3.21% the three months ended September 30, 2020. Net interest margin (GAAP) decreased to 2.88% for the three months ended September 30, 2021 compared to 3.19% for the three months ended September 30, 2020. While the Company has further controlled its deposit cost structure as deposit balances increased and benefited from nonrenewal or repricing of higher cost time deposits, the net interest margin has decreased primarily due to the low interest rate environment decreasing yields on loans and securities.

Interest and Dividend Income

•Interest and dividend income decreased $870,000, or 7.5%, to $10.8 million for the three months ended September 30, ~~2019.~~2021 compared to $11.7 million the three months ended September 30, 2020.

•◦Interest ~~and dividend~~ income on loans decreased ~~$1.4 million,~~$991,000, or ~~11.0%~~9.3%, to ~~$11.7~~$9.7 million for the three months ended September 30, ~~2020~~2021 compared to ~~$13.1 million the three months ended September 30, 2019.~~

◦~~Interest income on loans decreased $275,000, or 2.5%,~~ $10.7 million for the three months ended September 30, ~~2020 compared~~2020. The average balance of loans decreased $31.0 million and the average yield decreased 28 bps to ~~$11.0 million for the three months ended September 30, 2019. Although average loans increased $115.4 million~~3.85% compared to the three months ended September 30, ~~2019,~~2020.

◦Interest and fee income on PPP loans was $484,000 for the ~~average yield decreased 62 basis points (“bps”)~~three months ended September 30, 2021 and contributed 4 bps to ~~4.13%. The current quarter~~ loan yield, compared to $454,000 for the ~~quarter~~three months ended September 30, ~~2019 was impacted by the declines in interest rate indices in the first quarter of~~ 2020, ~~at the onset of the COVID-19 pandemic and the full quarter impact of Paycheck Protection Program (“PPP”) loans,~~ which decreased loan yield ~~approximately~~ 11 bps. Approximately $274,000 of net loan origination fees were recognized in the current quarter. In addition, the Bank continued to accrue and recognize interest income on loans in forbearance due to expectation that borrowers will resume payment at the end of forbearance and collectibility of the interest income is not in question. However, two hotel loans were placed on nonaccrual in the current quarter which resulted in reversal of $231,000 of previously accrued interest income while the loans were in deferral.

◦The impact of the accretion of the credit mark on acquired loan portfolios was $94,000 for the three months ended September 30, 2021 compared to $127,000 for the three months ended September 30, 2020, ~~compared to $65,000 for the three months ended September 30, 2019,~~ or 54 bps in the current period compared to 35 bps in the prior period.

◦Interest income on taxable investment securities ~~decreased $805,000,~~increased $90,000, or ~~51.7%~~12.0%, to $843,000 for the three months ended September 30, 2021 compared to $753,000 for the three months ended September 30, 2020 ~~compared to $1.6 million for the three months ended September 30, 2019~~ driven by a ~~$76.1~~$74.4 million ~~decrease~~increase in average investment ~~security balance~~securities balances and 6973 bps decrease in average yield. The Federal

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Reserve’s pandemic-driven decision to drop the benchmark interest rate in March 2020 resulted in ~~the call~~significant calls of ~~$59.5 million in~~ U.S. government agency ~~and municipal~~ securities ~~in the current year. In addition, there were $31.7 million of~~and paydowns on mortgage-backed securities in the ~~current year. The funds~~declining interest rate environment, which were ~~partially~~replaced with lower-yielding securities or maintained in ~~cash or reinvested in lower rate securities.~~cash.

◦Other interest and dividend income, which primarily consists of interest-bearing cash, ~~decreased $309,000,~~increased $39,000, or ~~76.3%~~40.6% to $135,000 for the three months ended September 30, 2021 compared to $96,000 for the three months ended September 30, ~~2020 compared~~2020. While the average yield remained comparable to ~~$405,000 for~~ the three months ended September 30, ~~2019. Average~~2020, the average other interest-earning assets increased ~~$81.3~~$41.3 million compared to the three months ended September 30, 2020 primarily from buildup of cash as a result of ~~calls of U.S. government agency and~~

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~~municipal~~ securities activity, PPP loan funds and government stimulus payments ~~but average yield declined 353 bps due to interest rate cuts on interest-earning cash deposits held at other financial institutions.~~deposited with the Bank.

Interest Expense

•Interest expense decreased ~~$762,000,~~$464,000, or ~~38.1%~~37.4%, to $776,000 for the three months ended September 30, 2021 compared to $1.2 million for the three months ended September 30, ~~2020 compared to $2.0 million for the three months ended September 30, 2019.~~2020.

◦Interest expense on deposits decreased ~~$714,000,~~$435,000, or ~~38.3%~~37.8%, to $715,000 for the three months ended September 30, 2021 compared to $1.2 million for the three months ended September 30, ~~2020~~2020. While average interest-earning deposits increased $33.7 million compared ~~$1.9 million for~~to the three months ended September 30, ~~2019. While average interest-earning deposits increased $13.6 million,~~2020, interest rate declines for all products driven by pandemic-related interest rate cuts ~~and efforts to control pricing~~ resulted in a 3421 bp, or 39.5%, decrease in average cost compared to the three months ended September 30, ~~2019.~~2020. In addition, average time deposits and the related average cost decreased $29.5 million and 37 bps, respectively.

◦Interest expense on other borrowed funds decreased ~~$29,000,~~$26,000, or ~~31.9%~~41.9%, to ~~$62,000~~$36,000 for the three months ended September 30, ~~2020~~2021 primarily due to FHLB long-term borrowings that matured and were paid off throughout the last year that resulted in a ~~$6.0~~$5.0 million decrease in average balance.

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Average Balances and Yields. The following tables present information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting average yields and costs. Average balances are derived from daily balances over the periods indicated. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense. FTE yield adjustments have been made for tax exempt loan and securities interest income utilizing a marginal federal income tax rate of ~~21%~~21.0% for the periods presented. As such, amounts will not agree to income as reported in the consolidated financial statements. ~~Average balances for loans are net of the allowance for loan losses, and include nonaccrual loans with a zero yield. Nonaccrual loans are included in average balances only.~~ The yields and costs for the periods indicated are derived by dividing annualized income or expense by the average balances of assets or liabilities, respectively, for the periods presented.


		Three Months Ended September 30,													Three Months Ended September 30,
		2020						2019							2021						2020
		Average Balance		Interest and Dividends		Yield/ Cost (4)		Average Balance		Interest and Dividends		Yield/ Cost (4)			Average Balance		Interest and Dividends		Yield/ Cost (1)		Average Balance		Interest and Dividends		Yield/ Cost (1)
(Dollars in thousands) (Unaudited)	(Dollars in thousands) (Unaudited)													(Dollars in thousands) (Unaudited)

Assets:	Assets:													Assets:
Interest-Earning Assets:	Interest-Earning Assets:													Interest-Earning Assets:
Loans, Net(2)	Loans, Net(2)	$	1,035,426	$	10,744	4.13	%	$	920,029	$	11,015	4.75	%	Loans, Net(2)	$	1,004,474	$	9,740	3.85	%	$	1,035,426	$	10,744	4.13	%
Debt Securities	Debt Securities													Debt Securities
Taxable	Taxable	123,332		753		2.44		199,388		1,558		3.13		Taxable	197,763		843		1.71		123,332		753		2.44
Tax Exempt	Tax Exempt	13,054		97		2.97		19,906		156		3.13		Tax Exempt	11,647		90		3.09		13,054		97		2.97
Marketable Equity Securities	Marketable Equity Securities	2,580		19		2.95		2,538		20		3.15		Marketable Equity Securities	2,655		19		2.86		2,580		19		2.95
Other Interest-Earning Assets	Other Interest-Earning Assets	123,171		96		0.31		41,863		405		3.84		Other Interest-Earning Assets	164,447		135		0.33		123,171		96		0.31
Total Interest-Earning Assets	Total Interest-Earning Assets	1,297,563		11,709		3.59		1,183,724		13,154		4.41		Total Interest-Earning Assets	1,380,986		10,827		3.11		1,297,563		11,709		3.59
Noninterest-Earning Assets	Noninterest-Earning Assets	115,567						135,172						Noninterest-Earning Assets	88,291						115,567
Total Assets	Total Assets	$	1,413,130					$	1,318,896					Total Assets	$	1,469,277					$	1,413,130

Liabilities and Stockholders' Equity:	Liabilities and Stockholders' Equity:													Liabilities and Stockholders' Equity:
Interest-Bearing Liabilities:	Interest-Bearing Liabilities:													Interest-Bearing Liabilities:
Interest-Bearing Demand Deposits(3)	Interest-Bearing Demand Deposits(3)	$	245,977	99		0.16	%	$	226,887	303		0.53	%	Interest-Bearing Demand Deposits(3)	$	275,411	48		0.07	%	$	245,977	99		0.16	%
Savings(3)	Savings(3)	230,567		32		0.06		216,923		118		0.22		Savings(3)	251,801		21		0.03		230,567		32		0.06
Money Market(3)	Money Market(3)	185,644		140		0.30		178,485		241		0.54		Money Market(3)	198,167		55		0.11		185,644		140		0.30
Time Deposits(3)	Time Deposits(3)	198,184		879		1.76		224,483		1,202		2.12		Time Deposits(3)	168,654		591		1.39		198,184		879		1.76
Total Interest-Bearing Deposits(3)	Total Interest-Bearing Deposits(3)	860,372		1,150		0.53		846,778		1,864		0.87		Total Interest-Bearing Deposits(3)	894,033		715		0.32		860,372		1,150		0.53
Borrowings		53,512		90		0.67		45,066		138		1.21
Short-Term Borrowings														Short-Term Borrowings
Securities Sold Under Agreements to Repurchase														Securities Sold Under Agreements to Repurchase	40,818		25		0.24		42,512		28		0.26
Other Borrowings														Other Borrowings	6,000		36		2.38		11,000		62		2.24
Total Interest-Bearing Liabilities	Total Interest-Bearing Liabilities	913,884		1,240		0.54		891,844		2,002		0.89		Total Interest-Bearing Liabilities	940,851		776		0.33		913,884		1,240		0.54
Noninterest-Bearing Demand Deposits	Noninterest-Bearing Demand Deposits	337,441						269,931						Noninterest-Bearing Demand Deposits	387,746						337,441
Other Liabilities	Other Liabilities	8,477						9,949						Other Liabilities	8,019						8,477
Total Liabilities	Total Liabilities	1,259,802						1,171,724						Total Liabilities	1,336,616						1,259,802

Stockholders' Equity	Stockholders' Equity	153,328						147,172						Stockholders' Equity	132,661						153,328
Total Liabilities and Stockholders' Equity	Total Liabilities and Stockholders' Equity	$	1,413,130					$	1,318,896					Total Liabilities and Stockholders' Equity	$	1,469,277					$	1,413,130

Net Interest Income (FTE) (Non-GAAP) ~~(5)~~(4)	Net Interest Income (FTE) (Non-GAAP) ~~(5)~~(4)			$	10,469					$	11,152			Net Interest Income (FTE) (Non-GAAP) ~~(5)~~(4)			$	10,051					$	10,469
Net Interest Rate Spread (FTE) (Non-GAAP) (1)(5)						3.05	%					3.52	%
Net Interest Rate Spread (FTE) (Non-GAAP) (4)(5)														Net Interest Rate Spread (FTE) (Non-GAAP) (4)(5)					2.78	%					3.05	%
Net Interest-Earning Assets ~~(2)~~(6)	Net Interest-Earning Assets ~~(2)~~(6)	$	383,679					$	291,880					Net Interest-Earning Assets ~~(2)~~(6)	$	440,135					$	383,679
Net Interest Margin (FTE) (Non-GAAP) (3)(5)(						3.21						3.74
Return on Average Assets						(4.90)						1.13
Return on Average Equity (4)						(45.13)						10.10
Net Interest Margin (GAAP) (7)														Net Interest Margin (GAAP) (7)					2.88						3.19
Net Interest Margin (FTE) (Non-GAAP) (4)(7)														Net Interest Margin (FTE) (Non-GAAP) (4)(7)					2.89						3.21
Return on Average Assets (1)														Return on Average Assets (1)					0.54						(4.90)
Return on Average Equity (1)														Return on Average Equity (1)					5.93						(45.13)
Average Equity to Average Assets	Average Equity to Average Assets					10.85						11.16		Average Equity to Average Assets					9.03						10.85
Average Interest-Earning Assets to Average Interest-Bearing Liabilities	Average Interest-Earning Assets to Average Interest-Bearing Liabilities					141.98						132.73		Average Interest-Earning Assets to Average Interest-Bearing Liabilities					146.78						141.98
PPP Loans														PPP Loans	$	40,313	$	484	4.76		$	70,571	$	454	2.56

(1)Annualized based on three months ended results.

(2)Net of the allowance for loan losses, and includes nonaccrual loans with a zero yield and loans held for sale.

(3)Includes Deposits Held for Sale

(4)See section entitled "Explanation of Use of Non-GAAP Financial Measures" appearing earlier in this quarterly report.

(5)Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

~~(2)~~(6)Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

~~(3)~~(7)Net interest margin represents annualized net interest income divided by average total interest-earning assets.

~~(4)Annualized based on three months ended results.~~

~~(5)See section entitled "Explanation of Use of Non-GAAP Financial Measures" appearing earlier in this quarterly report.~~

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Rate/Volume Analysis. The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. FTE yield adjustments have been made for tax exempt loan and securities income utilizing a marginal federal income tax rate of ~~21%~~21.0%. The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume. The total column represents the sum of the prior columns.


		Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019							Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020
		Increase (Decrease) Due to							Increase (Decrease) Due to
		Volume		Rate		Total			Volume		Rate		Total
(Dollars in thousands) (Unaudited)	(Dollars in thousands) (Unaudited)							(Dollars in thousands) (Unaudited)

Interest and Dividend Income:	Interest and Dividend Income:							Interest and Dividend Income:
Loans, net	Loans, net	$	1,255	$	(1,526)	$	(271)	Loans, net	$	(288)	$	(716)	$	(1,004)
Debt Securities:	Debt Securities:							Debt Securities:
Taxable	Taxable	(509)		(296)		(805)		Taxable	360		(270)		90
Exempt From Federal Tax	Exempt From Federal Tax	(51)		(8)		(59)		Exempt From Federal Tax	(11)		4		(7)
Marketable Equity Securities	Marketable Equity Securities	—		(1)		(1)		Marketable Equity Securities	1		(1)		—
Other Interest-Earning Assets	Other Interest-Earning Assets	293		(602)		(309)		Other Interest-Earning Assets	33		6		39
Total Interest-Earning Assets	Total Interest-Earning Assets	988		(2,433)		(1,445)		Total Interest-Earning Assets	95		(977)		(882)

Interest Expense:	Interest Expense:							Interest Expense:
Deposits	Deposits	22		(736)		(714)		Deposits	36		(471)		(435)
Borrowings		21		(69)		(48)
Short-Term Borrowings:								Short-Term Borrowings:
Securities Sold Under Agreements to Repurchase								Securities Sold Under Agreements to Repurchase	(1)		(2)		(3)
Other Borrowings								Other Borrowings	(30)		4		(26)
Total Interest-Bearing Liabilities	Total Interest-Bearing Liabilities	43		(805)		(762)		Total Interest-Bearing Liabilities	5		(469)		(464)
Change in Net Interest Income		$	945	$	(1,628)	$	(683)
Change in Net Interest and Dividend Income								Change in Net Interest and Dividend Income	$	90	$	(508)	$	(418)

Provision for Loan Losses. ~~The~~There was no provision for loan losses ~~was~~for the three months ended September 30, 2021 compared to $1.2 million for the three months ended September 30, ~~2020 compared~~2020. Specific loan loss reserves on impaired loans decreased in the current quarter, but was partially offset by an increase in loan balances that require a loan loss reserve, which excludes PPP loans and loans held for sale. The $1.2 million provision in the prior period was primarily due to ~~$300,000 for the three months ended June 30, 2020 and $175,000 for the three months ended September 30, 2019. The Company has an exposure of hotel~~two commercial real estate loans secured by hotels that ~~have been greatly~~were impacted by the COVID-19 pandemic and were ~~evaluated for impairment in the current quarter. Two hotels with a total principal balance of $7.9 million were determined to be impaired due to insufficient cash flows and occupancy rates and was a~~ driving ~~factor~~factors in a $2.3 million increase in specific ~~reserves and current quarter provision.~~reserves. This was partially offset by a reduction in the qualitative factors related to economic trends and industry conditions due to improving macroeconomic conditions ~~as the economy continues to reopen from~~after the second quarter 2020 pandemic-related shutdown. ~~In addition, $16.1 million of hotel loans excluded from homogenous loan pools were evaluated for impairment and determined to not require specific reserves.~~

Net charge-offs for the three months ended September 30, 2020 were $68,000, or 0.03% net charge-offs to average loans on an annualized basis. Net charge-offs were $116,000, or 0.05% to average loans on an annualized basis, for the three months ended September 30, 2019 driven by higher automobile loan charge-offs.

Noninterest Income.Noninterest income increased ~~$207,000,~~$25,000, or ~~10.5%~~1.2%, to $2.2 million for the three months ended September 30, ~~2020, compared to $2.0~~2021, and remained consistent with $2.2 million for the three months ended September 30, ~~2019.~~2020.

•Service fees ~~decreased $85,000~~increased $48,000 to $602,000 for the three months ended September 30, 2021, compared to $554,000 for the three months ended September 30, 2020 due to an increase in customer account usage compared to ~~$639,000~~the prior year period.

•Insurance commissions increased $115,000 to $1.2 million for the three months ended September 30, ~~2019 due to decrease in overdraft fees and customer usage from the pandemic.~~

•~~Insurance commissions increased $94,000~~2021 compared to $1.1 million for the three months ended September 30, 2020 ~~compared~~primarily due to ~~$985,000 for the three months ended September 30, 2019. Insurance commissions decreased $34,000~~an increase in ~~the current quarter.~~commercial-related insurance policy revenue.

•Net gain on sale of loans was $49,000 for the three months ended September 30, 2021 compared to $435,000 infor the ~~current period with robust~~three months ended September 30, 2020, primarily due to increased mortgage loan production from refinances in the ~~current quarter compared~~prior year, which were sold to ~~$48,000 for the three months ended September 30, 2019.~~

•~~The Company recorded a $65,000 net loss~~reduce interest rate risk on ~~disposal of fixed assets~~lower yielding, long-term assets. In addition, in the current quarter, ~~primarily related to~~ the ~~sale of the former Exchange Underwriters headquarters.~~Bank sold a substandard commercial real estate loan, which resulted in a $78,000 loss on sale.

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•Other ~~(loss)~~ income ~~included~~was $80,000 for the three months ended September 30, 2021 compared to a ~~$71,000 increase in amortization~~$2,000 loss for the three months ended September 30, 2020 due to an $82,000 valuation allowance adjustment on mortgage servicing rights in the current ~~quarter due to increased prepayment speeds on the serviced mortgage portfolio.~~period.

Noninterest Expense. Noninterest expense ~~increased $20.7~~decreased $19.2 million, or ~~250.8%~~66.3%, to $9.8 million for the three months ended September 30, 2021 compared to $29.0 million for the three months ended September 30, ~~2020 compared~~2020. Excluding the impact of non-cash charges related to ~~$8.3~~an $18.7 million goodwill impairment and $884,000 writedown on fixed assets in the prior year period, noninterest expense increased $380,000 to $9.8 million for the three months ended September 30, 2019. This was primarily impacted by goodwill impairment of $18.7 million and writedown on fixed assets of $884,000 as previously noted. Excluding the impact of these non-cash charges, noninterest expense increased $1.1 million, or 13.7%,2021 compared to $9.4 million for the three months ended September 30, ~~2020 compared to the three months ended September 30, 2019.~~2020. The current period was impacted by $1.3 million of other branch optimization and operational efficiency strategic expenses.

•Salaries and employee benefits ~~increased $496,000~~decreased $337,000 to $4.8 million for the three months ended September 30, 2021 compared to $5.1 million for the three months ended September 30, ~~2020 compared to $4.6 million for the three months ended September 30, 2019.~~2020. The ~~increase was~~decrease is primarily due ~~to merit and promotional increases and~~the branch optimization initiative as well as $113,000 of one-time payments in the prior period related to the transition and retention of a permanent CEO.

•Occupancy expense ~~increased $162,000~~decreased $144,000 to $615,000 for the three months ended September 30, 2021 compared to $759,000 for the three months ended September 30, ~~2020 compared~~2020. The decrease is primarily due to ~~$597,000 for~~ the ~~three months ended September 30, 2019. The increase was primarily related to~~branch optimization initiative and the recognition in the prior year period of a one-time $84,000 early lease termination payment from the Bethlehem branch ~~closure and increase in property management costs.~~closure.

•Contracted services increased ~~$219,000~~$910,000 to $1.4 million for the three months ended September 30, 2021 compared to $531,000 for the three months ended September 30, 2020 ~~compared~~The current period includes $1.2 million of expenses associated with the engagement of a third-party workflow optimization expert to ~~$312,000 for~~assist in implementing robotic process automations and more effective sales management designed to improve operational efficiencies in the ~~three months ended September 30, 2019 primarily due~~near and long-term and engagement of other third party specialists to assist in core platform improvements and efficiencies. The prior period included expenses related to the hiring of temporary employees ~~hired~~ to assist with PPP loan processing and consultants used to assist in infrastructure improvements.

•Data processing increased ~~$112,000~~$59,000 to $541,000 for the three months ended September 30, 2021 compared to $482,000 for the three months ended September 30, ~~2020 compared to $370,000 for the three months ended September 30, 2019~~2020. This is primarily due to technology ~~investments.~~investments associated with the branch optimization and efficiency initiative.

•Federal Deposit Insurance Corporation (“FDIC”) assessment expense increased ~~$167,000~~$121,000 to $293,000 for the three months ended September 30, 2021 compared to $172,000 for the three months ended September 30, ~~2020 compared~~2020. The increase in assessment was due to ~~$5,000~~an increase in deposits as well as a net loss recognized during the assessment period and the increase in nonperforming loans negatively impacting the assessment rate in the current period.

•Legal and professional fees increased $19,000 to $180,000 for the three months ended September 30, ~~2019 due to deposit insurance fund credits approved for banks with less than $10 billion in assets in the prior period.~~

•~~Legal fees and professional fees increased $44,000~~2021 compared to $161,000 for the three months ended September 30, 2020 ~~compared~~due to ~~$117,000~~a legal fees associated with the branch optimization initiative in the current period surpassing fees in the prior period associated with the retention of a permanent CEO.

•Advertising increased $77,000 to $225,000 for the three months ended September 30, ~~2019 due to fees associated with the retention of a permanent CEO in the current period.~~

•~~Advertising decreased $60,000~~2021 compared to $148,000 for the three months ended September 30, 2020 ~~compared~~due to ~~$208,000~~increased marketing initiatives in the current period associated with the Bank's 120th anniversary.

•Amortization of intangible assets decreased $86,000 to $446,000 for the three months ended September 30, ~~2019 due~~2021 compared to ~~reduced marketing initiatives during the pandemic.~~

•~~Other noninterest expense decreased $65,000 to $919,000~~$532,000 for the three months ended September 30, 2020 ~~compared~~primarily due to ~~$984,000~~current year impairment in core deposit intangible asset from the announcement of the branch sales, which reduced the remaining amount of intangible assets to amortize.

Income Taxes. Income tax expense was $452,000 for the three months ended September 30, ~~2019 primarily due~~2021 compared to ~~decreases in travel-related, meals and telephone costs from employee work-at home arrangements during the pandemic.~~

~~Income Tax Expense.~~ ~~Income~~income tax benefit ~~was~~of $184,000 for the three months ended September 30, ~~2020 a decrease of $1.1 million compared~~2020. This change was primarily related to pretax income ~~tax expense of $884,000 for~~in the ~~three months ended September 30, 2019.~~current period. While the goodwill impairment charge in the prior period was non-tax deductible, income tax benefit for the three months ended September 30, 2020 was impacted by a $338,000 benefit related to the reversal of a deferred tax liability associated with goodwill. Due to goodwill being partially impaired, a proportional amount of the deferred tax liability was reversed.

Results of Operations for the Nine Months Ended September 30, ~~2020~~2021 and ~~2019~~2020

Overview. Net income was $4.6 million for the nine months ended September 30, 2021, an increase of $18.3 million compared to net loss ~~was~~of $13.7 million for the nine months ended September 30, ~~2020,~~2020. Prior year results were impacted by the following:

•The Company conducted a ~~decrease~~goodwill impairment analysis and, due to the macroeconomic impacts of ~~$23.4~~the pandemic and the overall industry-wide decline in value of stocks and earnings expectations in the banking sector at that time,

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including the Company's stock, the Company determined its goodwill was no longer supported by its estimate of the Company’s fair value. Therefore, $18.7 million ~~compared~~of goodwill was deemed impaired and written off. This non-cash expense was deemed non-core and had no impact on tangible equity, cash flows, liquidity or regulatory capital.

•The Company incurred a non-cash impairment of fixed assets of $884,000 as a result of the Monessen branch closure whereby the property was written down to ~~net~~fair value. The impairment charge primarily related to the write off of the unamortized purchase accounting adjustment associated with the branch, which was the former headquarters of FedFirst Financial Corporation acquired through merger in 2014.

Net Interest and Dividend Income. Net interest and dividend income ~~of $9.7~~decreased $1.3 million, or 4.3% to $29.9 million for the nine months ended September 30, 2019. Excluding the impact of goodwill impairment and impairment of fixed assets in the current period, net income decreased $4.1 million, or 42.8%, to $5.5 million for the nine months ended September 30, 2020,2021 compared ~~to the nine months ended September 30, 2019.~~

~~Net Interest Income.~~ ~~Net interest income decreased $965,000, or 3.0%~~ to $31.3 million for the nine months ended September 30, ~~2020~~2020. Net interest margin (Non-GAAP FTE) decreased 42 bps to 2.93% for the nine months ended September 30, 2021 compared to ~~$32.2~~3.35% the nine months ended September 30, 2020. Net interest margin (GAAP) decreased to 2.92% for the nine months ended September 30, 2021 compared to 3.34% for the nine months ended September 30, 2020. While the Company has further controlled its deposit cost structure as deposit balances increased and benefited from nonrenewal or repricing of higher cost time deposits, the net interest margin decreased primarily due to the low interest rate environment decreasing yields on loans and securities.

Interest and Dividend Income

•Interest and dividend income decreased $3.1 million, or 8.7%, to $32.6 million for the nine months ended September 30, ~~2019.~~

•~~Interest and dividend income decreased $2.4 million, or 6.2%,~~2021 compared to $35.7 million for the nine months ended September 30, ~~2020~~2020.

◦Interest income on loans decreased $2.3 million or 7.0% to $29.8 million during the nine months ended September 30, 2021 compared to ~~$38.1~~$32.1 million for the nine months ended September 30, ~~2019.~~

◦2020. Although average loans increased ~~$92.0~~$17.5 million, primarily driven by PPP ~~and mortgage~~ loans, the loan yield for the nine months ended September 30, ~~2020~~2021 decreased 4537 bps to 3.92% compared to the nine months ended September 30, ~~2019. The current period~~2020 due to the full year impact of the COVID-19 pandemic-related declines in market interest rates beginning in March 2020.

◦Interest and fee income on PPP loans was $1.8 million for the nine months ended September 30, 2021 and contributed 3 bps to loan yield, ~~was significantly impacted by~~compared to $770,000 for the ~~150 bp decline in the Wall Street Journal Prime Rate in March~~nine months ended September 30, 2020, which ~~resulted in immediate decrease in interest rates on adjustable rate loans linked to that index. In addition, PPP loans~~ decreased ~~the~~ loan yield ~~approximately~~ 7 bps in the ~~current year. Approximately $465,000 of net loan origination fees were recognized in the current~~prior period.

~~Table of Contents~~

◦The impact of the accretion of the credit mark on acquired loan portfolios was $385,000 for the nine months ended September 30, 2021 compared to $293,000 for the nine months ended September 30, 2020, ~~compared to $203,000 for the nine months ended September 30, 2019,~~ or 45 bps in the current period compared to 34 bps in the prior period.

◦Interest income on taxable investment securities decreased ~~$1.4~~$770,000, or 26.6%, to $2.1 million ~~or 33.0%,~~for the nine months ended September 30, 2021 compared to $2.9 million for the nine months ended September 30, 2020 ~~compared to $4.3 million for the nine months ended September 30, 2019~~ driven by a ~~$60.0~~$9.0 million increased in average taxable investment securities and an 86 bps decrease in average ~~investment securities primarily from~~yield. The Federal Reserve pandemic-driven decision to drop the benchmark interest rate in March 2020 resulted in significant calls of U.S. government agency securities and paydowns on mortgage-backed securities in athe declining ~~interest~~ rate environment, which were replaced ~~with~~by lower-yielding securities. ~~Current period yield benefited from approximately $231,000 in discount accretion from U.S. government agency calls.~~

◦Interest from other interest-earning assets, which primarily consists of interest-earning cash, decreased ~~$679,000,~~$34,000, or ~~61.9%~~8.1% for the nine months ended September 30, ~~2020~~2021 compared to the nine months ended September 30, ~~2019~~2020 even though average balances increased ~~$48.0~~$95.9 million primarily related to funds received from ~~investment security~~deposit and loan activity. The impact on interest income was primarily due to pandemic-driven declines on market interest rates earned on deposits at other financial institutions, which resulted in a ~~253~~32 bp decrease in yield.

Interest Expense

•Interest expense decreased ~~$1.4~~$1.8 million, or ~~23.8%~~39.8%, to $2.7 million for the nine months ended September 30, 2021 compared to $4.4 million for the nine months ended September 30, ~~2020 compared~~2020.

◦Interest expense on deposits decreased $1.6 million, or 39.8%, to ~~$5.8~~$2.5 million for the nine months ended September 30, ~~2019.~~

◦~~Interest expense on deposits decreased $1.3 million, or 23.5%,~~2021 compared to $4.1 million for the nine months ended September 30, ~~2020 compared to $5.4 million for the nine months ended September 30, 2019.~~2020. While average interest-bearing deposits increased ~~$15.2~~$41.2 million, interest rate declines for all products driven by pandemic-related interest rate cuts, nonrenewal or repricing of higher cost time deposits, and overall efforts to control pricing resulted in a 2128 bp decrease in average cost compared to the nine months ended September 30, ~~2019.~~2020.

◦Interest expense on other borrowed funds decreased ~~$84,000, 30.2%~~$82,000, or 42.3%, to $112,000 for the nine months ended September 30, 2021 compared to $194,000 for the nine months ended September 30, 2020 ~~compared to $278,000 for the nine months ended September 30, 2019~~ primarily due to FHLB long-term borrowings that matured and were paid off throughout the last year that resulted in a ~~$6.0~~$5.2 million decrease in average balance.

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Average Balances and Yields. The following tables present information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting average yields and costs. Average balances are derived from daily balances over the periods indicated. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense. FTE yield adjustments have been made for tax exempt loan and securities interest income utilizing a marginal federal income tax rate of 21% for the periods presented. As such, amounts will not agree to income as reported in the consolidated financial statements. ~~Average balances for loans are net of the allowance for loan losses, and include nonaccrual loans with a zero yield. Nonaccrual loans are included in average balances only.~~ The yields and costs for the periods indicated are derived by dividing annualized income or expense by the average balances of assets or liabilities, respectively, for the periods presented.


		Nine Months Ended September 30,													Nine Months Ended September 30,
		2020						2019							2021						2020
		Average Balance		Interest and Dividends		Yield/ Cost (4)		Average Balance		Interest and Dividends		Yield/ Cost (4)			Average Balance		Interest and Dividends		Yield/ Cost (1)		Average Balance		Interest and Dividends		Yield/ Cost (1)
(Dollars in thousands) (Unaudited)	(Dollars in thousands) (Unaudited)													(Dollars in thousands) (Unaudited)

Assets:	Assets:													Assets:
Interest-Earning Assets:	Interest-Earning Assets:													Interest-Earning Assets:
Loans, Net		$	1,000,157	$	32,152	4.29	%	$	908,198	$	32,189	4.74	%
Loans, Net (2)														Loans, Net (2)	$	1,017,632	$	29,872	3.92	%	$	1,000,157	$	32,152	4.29	%
Debt Securities	Debt Securities													Debt Securities
Taxable	Taxable	139,691		2,894		2.76		199,689		4,317		2.88		Taxable	148,718		2,124		1.90		139,691		2,894		2.76
Tax Exempt	Tax Exempt	14,660		354		3.22		25,343		603		3.17		Tax Exempt	12,284		282		3.06		14,660		354		3.22
Marketable Equity Securities	Marketable Equity Securities	2,575		59		3.06		2,524		60		3.17		Marketable Equity Securities	2,645		63		3.18		2,575		59		3.06
Other Interest-Earning Assets	Other Interest-Earning Assets	95,040		418		0.59		47,004		1,097		3.12		Other Interest-Earning Assets	190,913		384		0.27		95,040		418		0.59
Total Interest-Earning Assets	Total Interest-Earning Assets	1,252,123		35,877		3.83		1,182,758		38,266		4.33		Total Interest-Earning Assets	1,372,192		32,725		3.19		1,252,123		35,877		3.83
Noninterest-Earning Assets	Noninterest-Earning Assets	114,271						120,291						Noninterest-Earning Assets	87,863						114,271
Total Assets	Total Assets	$	1,366,394					$	1,303,049					Total Assets	$	1,460,055					$	1,366,394

Liabilities and Stockholders' Equity:	Liabilities and Stockholders' Equity:													Liabilities and Stockholders' Equity:
Interest-Bearing Liabilities:	Interest-Bearing Liabilities:													Interest-Bearing Liabilities:
Interest-Bearing Demand Deposits		$	236,293	506		0.29	%	$	218,812	872		0.53	%
Savings		225,473		156		0.09		215,835		413		0.26
Money Market		183,103		576		0.42		180,494		778		0.58
Time Deposits		206,463		2,898		1.87		220,993		3,344		2.02
Total Interest-Bearing Deposits		851,332		4,136		0.65		836,134		5,407		0.86
Borrowings		47,514		306		0.86		47,887		421		1.18
Interest-Bearing Demand Deposits (3)														Interest-Bearing Demand Deposits (3)	$	270,136	181		0.09	%	$	236,293	506		0.29	%
Savings (3)														Savings (3)	246,340		78		0.04		225,473		156		0.09
Money Market (3)														Money Market (3)	198,408		223		0.15		183,103		576		0.42
Time Deposits (3)														Time Deposits (3)	177,690		2,007		1.51		206,463		2,898		1.87
Total Interest-Bearing Deposits (3)														Total Interest-Bearing Deposits (3)	892,574		2,489		0.37		851,332		4,136		0.65
ST Borrowings														ST Borrowings
Securities Sold Under Agreements to Repurchase														Securities Sold Under Agreements to Repurchase	43,745		72		0.22		35,923		112		0.42
Other Borrowings														Other Borrowings	6,396		112		2.34		11,591		194		2.24
Total Interest-Bearing Liabilities	Total Interest-Bearing Liabilities	898,846		4,442		0.66		884,021		5,828		0.88		Total Interest-Bearing Liabilities	942,715		2,673		0.38		898,846		4,442		0.66
Noninterest-Bearing Demand Deposits	Noninterest-Bearing Demand Deposits	305,677						266,105						Noninterest-Bearing Demand Deposits	374,865						305,677
Other Liabilities	Other Liabilities	9,025						9,601						Other Liabilities	8,293						9,025
Total Liabilities	Total Liabilities	1,213,548						1,159,727						Total Liabilities	1,325,873						1,213,548

Stockholders' Equity	Stockholders' Equity	152,846						143,322						Stockholders' Equity	134,182						152,846
Total Liabilities and Stockholders' Equity	Total Liabilities and Stockholders' Equity	$	1,366,394��					$	1,303,049					Total Liabilities and Stockholders' Equity	$	1,460,055					$	1,366,394

Net Interest Income (FTE) (Non-GAAP) (5)				$	31,435					$	32,438
Net Interest Rate Spread (FTE) (Non-GAAP) (1)(5)(						3.17	%					3.45	%
Net Interest-Earning Assets (2)		$	353,277					$	298,737
Net Interest Income (FTE) (Non-GAAP) (4)														Net Interest Income (FTE) (Non-GAAP) (4)			$	30,052					$	31,435
Net Interest Rate Spread (FTE) (Non-GAAP) (4)(5)														Net Interest Rate Spread (FTE) (Non-GAAP) (4)(5)					2.81	%					3.17	%
Net Interest-Earning Assets (6)														Net Interest-Earning Assets (6)	$	429,477					$	353,277
Net Interest Margin (GAAP) (7)														Net Interest Margin (GAAP) (7)					2.92						3.34
Net Interest Margin (FTE) (Non-GAAP) ~~(5)~~(7)	Net Interest Margin (FTE) (Non-GAAP) ~~(5)~~(7)					3.35						3.67		Net Interest Margin (FTE) (Non-GAAP) ~~(5)~~(7)					2.93						3.35
Return on Average Assets(1)	Return on Average Assets(1)					(1.34)						0.99		Return on Average Assets(1)					0.42						(1.34)
Return on Average Equity(1)	Return on Average Equity(1)					(11.99)						9.00		Return on Average Equity(1)					4.59						(11.99)
Average Equity to Average Assets	Average Equity to Average Assets					11.19						11.00		Average Equity to Average Assets					9.19						11.19
Average Interest-Earning Assets to Average Interest-Bearing Liabilities	Average Interest-Earning Assets to Average Interest-Bearing Liabilities					139.30						133.79		Average Interest-Earning Assets to Average Interest-Bearing Liabilities					145.56						139.30
PPP Loans														PPP Loans	$	51,579	$	1,797	4.66		$	39,241	$	770	2.62

(1)Annualized based on nine months ended results.

(2)Net of the allowance for loan losses, and includes nonaccrual loans with a zero yield and loans held for sale.

(3)Includes Deposits Held for Sale

(4)See section entitled "Explanation of Use of Non-GAAP Financial Measures" appearing earlier in this quarterly report.

(5)Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

~~(2)~~(6)Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

~~(3)~~(7)Net interest margin represents annualized net interest income divided by average total interest-earning assets.

~~(4)Annualized based on nine months ended results.~~

~~(5)See section entitled "Explanation of Use of Non-GAAP Financial Measures" appearing earlier in this quarterly report.~~

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Rate Volume Analysis. The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. FTE yield adjustments have been made for tax exempt loan and securities income utilizing a marginal federal income tax rate of 21%. The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume. The total column represents the sum of the prior columns.


		Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019							Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020
		Increase (Decrease) Due to							Increase (Decrease) Due to
		Volume		Rate		Total			Volume		Rate		Total
(Dollars in thousands) (Unaudited)	(Dollars in thousands) (Unaudited)							(Dollars in thousands) (Unaudited)

Interest and Dividend Income:	Interest and Dividend Income:							Interest and Dividend Income:
Loans, net	Loans, net	$	3,173	$	(3,210)	$	(37)	Loans, net	$	528	$	(2,808)	$	(2,280)
Debt Securities:	Debt Securities:							Debt Securities:
Taxable	Taxable	(1,250)		(173)		(1,423)		Taxable	179		(949)		(770)
Exempt From Federal Tax	Exempt From Federal Tax	(259)		10		(249)		Exempt From Federal Tax	(55)		(17)		(72)
Marketable Equity Securities	Marketable Equity Securities	1		(2)		(1)		Marketable Equity Securities	2		2		4
Other Interest-Earning Assets	Other Interest-Earning Assets	614		(1,293)		(679)		Other Interest-Earning Assets	273		(307)		(34)
Total Interest-Earning Assets	Total Interest-Earning Assets	2,279		(4,668)		(2,389)		Total Interest-Earning Assets	927		(4,079)		(3,152)

Interest Expense:	Interest Expense:							Interest Expense:
Deposits	Deposits	66		(1,337)		(1,271)		Deposits	213		(1,860)		(1,647)
Borrowings		(1)		(114)		(115)
Short-Term Borrowings:								Short-Term Borrowings:
Securities Sold Under Agreements to Repurchase								Securities Sold Under Agreements to Repurchase	22		(62)		(40)
Other Borrowings								Other Borrowings	(91)		9		(82)
Total Interest-Bearing Liabilities	Total Interest-Bearing Liabilities	65		(1,451)		(1,386)		Total Interest-Bearing Liabilities	144		(1,913)		(1,769)
Change in Net Interest Income		$	2,214	$	(3,217)	$	(1,003)
Change in Net Interest and Dividend Income								Change in Net Interest and Dividend Income	$	783	$	(2,166)	$	(1,383)

Provision for Loan Losses. The provision for loan losses ~~was $4.0~~had a $1.2 million recovery for the nine months ended September 30, ~~2020,~~2021, compared to ~~$550,000~~a $4.0 million provision for the nine months ended September 30, ~~2019.~~2020. The pandemic resulted in a dramatic increase in unemployment and recessionary economic conditions in the ~~current~~prior year. Based on evaluation of the macroeconomic conditions, the qualitative factors used in the allowance for loan loss analysis were increased at the onset of the pandemic, primarily related to economic trends and industry conditions, because of vulnerable industries such as hospitality, oil and gas, retail and restaurants and resulted in ~~a $2.1 million provision~~the prior year provision. The prior year also included the impacts from an increase in ~~the first quarter. Macroeconomic conditions have improved as the economy continues~~specific reserves primarily due to ~~reopen from the second quarter pandemic-related shutdown and the qualitative factors have been further adjusted. However, as noted in the quarterly results, the Company has an exposure of hotel~~two commercial real estate loans secured by hotels that ~~have been greatly~~were impacted by the COVID-19 pandemic. Those qualitative factors were decreased as the economic impacts of the pandemic eased. In addition, a $11.0 million decrease in net reservable loans compared to September 30, 2020, which excludes PPP loan activity and ~~were evaluated~~loans held for ~~impairment~~sale, combined with a decrease in specific reserves on impaired loans and improving economic and industry condition contributed to the recovery of provision in the current quarter. Two hotels with a total principal balance of $7.9 million were determined to be impaired due to insufficient cash flows and occupancy rates and was a driving factor in a $2.3 million increase in specific reserves in the third quarter. $16.1 million of hotel loans excluded from homogenous loan pools were evaluated for impairment and determined to not require specific reserves.period.

~~Net charge-offs were $87,000,~~

Noninterest Income. Noninterest income increased $898,000, or ~~0.01% net charge-offs~~13.4%, to ~~average loans on an annualized basis,~~$7.6 million for the nine months ended September 30, 2020. Net charge-offs were $358,000, or 0.05% net charge-offs to average loans on an annualized basis, for the nine months ended September 30, 2019. The increase in the prior year was driven by higher automobile loan charge-offs.

~~Noninterest Income.~~ ~~Noninterest income increased $448,000, or 7.2%,~~2021, compared to $6.7 million for the nine months ended September 30, ~~2020, compared~~2020.

•Service fees increased $116,000 to ~~$6.2 million~~$1.8 million for the nine months ended September 30, ~~2019.~~

•~~Service fees decreased $203,000~~2021, compared to $1.6 million for the nine months ended September 30, 2020 due to an increase in customer account usage compared to ~~$1.8~~the prior year period when shelter-in-place orders occurred at the onset of the COVID-19 pandemic.

•Insurance commissions increased $523,000, or 15.1%, to $4.0 million for the nine months ended September 30, ~~2019 due to decrease in overdraft fees and customer usage from the pandemic.~~

•~~Insurance commissions increased $256,000, or 8.0%,~~2021, compared to $3.5 million for the nine months ended September 30, 2020 ~~compared to $3.2 million for the nine months ended September 30, 2019~~ due to an increase ~~in both commercial~~contingency fees as well as commercial-related insurance policy revenue. Contingency fees are profit sharing commissions that are contingent upon several factors including, but not limited to, eligible written premiums, incurred losses, policy cancellations and ~~personal line polices.~~stop loss charges.

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•Net gain on sales of loans was $166,000 for the nine months ended September 30, 2021 compared to $1.0 million for the nine months ended September 30, 2020 ~~compared to $190,000 for the nine months ended September 30, 2019~~ primarily due to ~~increased~~decreased mortgage loan production from refinances, which ~~were~~are sold to reduce interest rate risk on lower yielding, long-term assets. In addition, in the current year, the Bank sold a substandard commercial real estate loan, which resulted in a $78,000 loss on sale.

•Net gain on ~~sales of investment~~ securities was ~~$489,000~~$482,000 for the nine months ended September 30, ~~2020 to harvest gains on higher-interest mortgage-backed securities that were paying down quicker than expected~~2021 compared to ~~a net loss of $50,000~~$20,000 for the nine months ended September 30, ~~2019.~~

•~~The Company’s marketable~~2020. In the current period, the Company recognized a $231,000 net gain on sale of debt and equity securities ~~which are~~primarily from sales of higher-interest securities with faster prepayment speeds combined with a $251,000 increase in fair value on the equity securities portfolio, primarily comprised of bank stocks, ~~reflected~~which experienced a ~~decline~~recovery in fair value from pandemic related losses. In the prior year, there was a net gain of $489,000 on sales of investment securities from sales of higher-interest securities with faster prepayment speeds that was offset by a $469,000 ~~for~~decrease in fair value in the ~~current period primarily from~~equity securities portfolio due to the ~~impact of~~ COVID-19 impacts on the banking industry.

•~~The Company recorded a $48,000 net loss on disposal~~Other Income was $291,000 for the nine months ended September 30, 2021 compared to Other Loss of ~~fixed assets~~$240,000 in the nine months ended September 30, 2020. In the current ~~year primarily related to the sale of the former Exchange Underwriters headquarters.~~

•~~There~~period there was a ~~$443,000 decrease~~$242,000 reduction in ~~other (loss) income as a result of an increase in amortization~~the valuation allowance on mortgage servicing rights ~~combined with~~compared to a $269,000 valuation allowance adjustment from temporary impairment ~~on mortgage servicing rights recognized~~ in the ~~current~~prior period ~~due to~~caused by a decline in the interest rate environment that ~~caused~~ increased prepayment speeds and resulted in a decrease in fair value of the serviced mortgage portfolio. In addition, there was a $52,000 increase in amortization on mortgage servicing rights in the current period.

Noninterest Expense. Noninterest expense ~~increased $21.1~~decreased $14.2 million, or ~~81.4%~~30.1%, to $32.9 million for the nine months ended September 30, 2021 compared to $47.0 million for the nine months ended September 30, ~~2020 compared to $25.9 million for the nine months ended September 30, 2019. This~~2020. The current year was ~~primarily~~largely impacted by ~~goodwill impairment of $18.7~~a $2.3 million ~~and~~ writedown on fixed assets ofand $1.2 million intangible asset impairment as discussed previously whereas the prior year was impacted by $18.7 million goodwill impairment and an $884,000 writedown on fixed assets as previously noted. Excluding the impact of these non-cash charges, noninterest expense increased ~~$1.5~~$2.0 million, or ~~5.9%~~7.2%, to ~~$27.5~~$29.4 million for the nine months ended September 30, ~~2020~~2021 compared to $27.5 million the nine months ended September 30, ~~2019.~~2020. The current period was also impacted by $2.9 million of other branch optimization and operational efficiency strategic expenses.

•Salaries and employee benefits increased ~~$410,000~~$74,000 for the nine months ended September 30, ~~2020~~2021 compared to ~~$14.3~~$14.7 million for the nine months ended September 30, ~~2019.~~2020. The increase is primarily due to an increase in employee benefit expenses due to the prior period impact from a $407,000 one-time payment that offset employee benefits related to the transition from a self-funded to a fully insured health insurance plan. The current period was impacted by the recognition of $335,000 in severance related to the branch optimization initiative whereas in the prior period the Company incurred costs associated with the Community Bank Cares 10% premium pay during the ~~pandemic. Additionally,~~pandemic and the ~~Company recognized~~recognition of approximately $388,000 of one-time payments related to the transition and retention of a permanent ~~CEO~~CEO.

•Occupancy expense increased $158,000 to $2.3 million for the nine months ended September 30, 2020 and restricted stock expense increased $91,000 in the current period related to grants in December 2019. This was partially offset by a $407,000 one-time payment that reduced employee benefits from health insurance claims exceeding our stop-loss limit for the 2019 plan year and change from a self-funded to a fully insured plan. Final calculation of the stop loss payment was completed 90 days after the end of the plan year. Also the Company benefited from deferred employee-related loan origination costs associated with PPP loans.

•~~Occupancy expense increased $172,000~~2021 compared to $2.2 million for the nine months ended September 30, ~~2020~~2020. The increase is due to the recognition of a $227,000 lease impairment related to the consolidation of a branch as part of the branch optimization initiative in the current period compared to ~~$2.0 million~~an $84,000 early lease termination payment from a branch closure in the prior period.

•Equipment expense increased $81,000 to $782,000 for the nine months ended September 30, ~~2019. The increase was primarily related to a one-time $84,000 early lease termination payment from the Bethlehem branch closure and increase in property management costs.~~

•~~Equipment expense decreased $146,000~~2021 compared to $701,000 for the nine months ended September 30, 2020 ~~compared to $847,000 for the nine months ended September 30, 2019~~ as the result of ~~decrease~~an increase in ~~depreciation and~~ repairs and maintenance.

•Data processing increased ~~$209,000~~$299,000 to $1.7 million for the nine months ended September 30, 2021 compared to $1.4 million for the nine months ended September 30, 2020 ~~compared~~primarily due to ~~$1.2~~$110,000 in deconversion costs associated with the branch sales as well as other technology investments associated with the branch optimization and efficiency initiative.

•Contracted services increased $1.4 million to $2.9 million for the nine months ended September 30, ~~2019 primarily due to technology investments.~~

•~~Contracted services increased $526,000~~2021 compared to $1.5 million for the nine months ended September 30, 2020, ~~compared~~primarily due to ~~$945,000~~$1.9 million of expenses associated with the engagement of a third-party workflow optimization expert to assist in implementing robotic process automations and more effective sales management designed to improve operational efficiencies in the near and long-term and engagement of other third party specialists to assist in core platform improvements and efficiencies. The prior period included expense related to the hiring of temporary employees to assist with PPP loan processing, consultants used to assist in infrastructure improvements, and $177,000 of consulting fees associated with the search for a permanent CEO.

•FDIC assessment expense increased $299,000 to $792,000 for the nine months ended September 30, 2019, primarily due to temporary employees hired to assist with PPP loan processing and consultants used to assist in infrastructure improvements. Total consulting fees in the current period associated with the search for a permanent CEO were $177,000.

•~~FDIC assessment expense increased $125,000~~2021 compared to $493,000 for the nine months ended September 30, ~~2020 compared~~2020.The increase in assessment was due to ~~$368,000~~the net losses recognized during the assessment period and an increase in nonperforming loans negatively impacting the assessment rate in the current period.

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•Legal and professional fees increased $221,000 to $788,000 for the nine months ended September 30, ~~2019 due to deposit insurance fund credits approved for banks with less than $10 billion in assets in the prior period.~~

•~~Legal fees and professional fees increased $109,000~~2021 compared to $567,000 for the nine months ended September 30, 2020 ~~compared~~due to ~~$458,000~~a $209,000 investment banker success-based fee and legal fees related to the Agreement with Citizens Bank for the branch sales. The prior period included fees associated with the retention of a permanent CEO.

•Other real estate owned income increased $123,000 to $153,000 for the nine months ended September 30, ~~2019~~2021 compared to $30,000 for the nine months ended September 30, 2020 primarily due to ~~fees associated with the transition and retention~~an $80,000 gain on sale of a ~~permanent CEO.~~property sold in the current period.

•Amortization of intangible assets decreased $115,000 to $1.5 million for the nine months ended September 30, 2021 compared to $1.6 million for the nine months ended September 30, 2020 primarily due to current period impairment in core deposit intangible asset from the announcement of the branch sales, which reduced the remaining amount of intangible assets to amortize.

•Other noninterest expense decreased $147,000 to $2.8 million for the nine months ended September 30, 2021 compared to $3.0 million for the nine months ended September 30, 2020 due to a decrease in loan-related expenses from the increased volume of refinancing in the prior period.

Income ~~Tax Expense.~~Taxes. Income tax expense ~~decreased $1.7~~increased $577,000 to $1.2 million for the nine months ended September 30, 2021 compared to $640,000 for the nine months ended September 30, ~~2020 compared~~2020. This change was primarily due to ~~$2.3 million for~~an increase in pretax income in the ~~nine months ended September 30, 2019.~~current period. While the goodwill impairment charge in the prior period was non-tax deductible, income tax ~~expense~~benefit for the ~~nine~~three months ended September 30, 2020 was impacted by a $338,000 benefit related to the reversal of a deferred tax liability associated with goodwill. Due to goodwill being partially impaired, a proportional amount of the deferred tax liability was reversed.

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Off-Balance Sheet Arrangements.

Other than loan commitments and standby and performance letters of credit, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a significant current or future effect on our financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors. Refer to Note 910 in the Notes to Consolidated Financial Statements of this report for a summary of commitments outstanding as of September 30, ~~2020~~2021 and December 31, ~~2019.~~2020.

Liquidity and Capital Management

Liquidity. Liquidity is the ability to meet current and future financial obligations of a short-term nature. The Company’s primary sources of funds consist of deposit inflows, loan repayments and maturities, calls and sales of securities. While maturities and scheduled amortization of loans and securities are typically predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

The ability to predict the impact of the COVID-19 pandemic on the Company’s liquidity with any precision is difficult and depends on many factors beyond our control. The market area was one of the first to implement state-wide shelter-in-place orders and closing all but essential businesses and certain government restriction remain in effect. The far-reaching consequences of these actions and the crisis is unknown and will largely depend on the extent and length of the recession combined with how quickly the economy can fully re-open. As of September 30, 2020, 86% of loans that were in deferral at June 30, 2020 have returned to their regular payment schedule, but any additional forbearance that may be needed could significantly impact our sources of funds from loan cash flows.

~~The~~ Company regularly adjusts its investments in liquid assets based upon its assessment of expected loan demand, expected deposit flows, yields available on interest-earning deposits and securities, and the objectives of its asset/liability management program. Excess liquid assets are invested generally in interest-earning deposits with other banks and short- and intermediate-term securities. The Company believes that it had sufficient liquidity at September 30, ~~2020~~2021 to satisfy its short- and long-term liquidity needs.

The Company’s most liquid assets are cash and due from banks, which totaled ~~$112.2~~$173.5 million at September 30, ~~2020.~~2021. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. Unpledged securities, which provide an additional source of liquidity, totaled ~~$26.6~~$37.0 million at September 30, ~~2020.~~2021. In addition, at September 30, ~~2020,~~2021, the Company had the ability to borrow up to ~~$430.7~~$420.4 million from the FHLB of Pittsburgh, of which ~~$416.9~~$351.3 million is available. The Company also has the ability to borrow up to ~~$95.7~~$82.8 million million from the FRB through its Borrower-In-Custody line of credit agreement and the Company also maintains multiple line of credit arrangements with various unaffiliated banks totaling ~~$60.0~~$50.0 million as of both September 30, ~~2020~~2021 and December 31, ~~2019.~~2020.

At September 30, ~~2020, $86.6~~2021, $68.2 million, or ~~44.1%~~42.0% of total time deposits mature within one year. If these time deposits do not remain with the Company, the Company will be required to seek other sources of funds. Depending on market conditions, the Company may be required to pay higher rates on such deposits or other borrowings than it currently pays on these ~~certificates of deposit.~~time deposits. The Company believes, however, based on past experience that a significant portion of its ~~certificates of deposit~~time deposits will remain with it, either as ~~certificates of deposit~~time deposits or as other deposit products. The Company has the ability to attract and retain deposits by adjusting the interest rates offered.

We are committed to maintaining a strong liquidity position; therefore, we monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. The marginal cost of new funding, however, whether from deposits or borrowings from the FHLB, will be carefully considered as we monitor our liquidity needs. Therefore, in order to minimize our cost of funds, we may consider additional borrowings from the FHLB in the future.

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CB Financial is a separate legal entity from the Bank and must provide for its own liquidity to pay any dividends to its shareholders and for other corporate purposes. Its primary source of liquidity is dividend payments it receives from the Bank. The Bank’s ability to pay dividends to CB Financial is subject to regulatory limitations. At September 30, ~~2020,~~2021, CB Financial (on an unconsolidated, stand-alone basis) had liquid assets of ~~$4.7~~$7.4 million. While the Company is not currently planning to reduce or suspend quarterly dividends, if the Company incurs or is expected to incur significant reduction in earnings as a result of the COVID-19 pandemic, it may need to suspend or reduce the level of quarterly dividends. In addition, primarily due to the COVID-19 pandemic and the expected impacts on the economy, on March 19, 2020, the Company announced that its stock repurchase program was suspended until further notice to preserve excess capital in support of the Bank’s business of providing financial services to its customers and communities. The ability to pay future dividends or conduct stock repurchases may be limited under applicable banking regulations and regulatory policies due to expected losses for future periods and/or the inability to upstream funds from the Bank to the Company as a result of lower income or regulatory capital levels.

Capital Management. The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary

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actions by regulators that, if undertaken, could have a direct material effect on the Company's consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, each must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Under the Regulatory Capital Rules, in order to avoid limitations on capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), a banking organization must hold a capital conservation buffer comprised of common equity Tier I capital above its minimum risk-based capital requirements in an amount greater than 2.5% of total risk-weighted assets.

At September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the Bank was categorized as “well capitalized” under the regulatory framework for prompt corrective action. At September 30, ~~2020,~~2021, the Bank's capital ratios were not affected by loans modified in accordance with Section 4013 of the CARES Act. In addition, PPP loans received a zero-percent risk weight under the regulatory capital rules regardless of whether they were pledged as collateral to the Federal Reserve Bank's PPP lending facility, but were included in the Bank's leverage ratio requirement due to the Bank not pledging the loans as collateral to the PPP lending facility.

The following table presents the Bank’s regulatory capital amounts and ratios, as well as the minimum amounts and ratios required to be well capitalized as of the dates indicated.


		September 30, 2020				December 31, 2019					September 30, 2021				December 31, 2020
		Amount		Ratio		Amount		Ratio			Amount		Ratio		Amount		Ratio
(Dollars in thousands)	(Dollars in thousands)									(Dollars in thousands)

Common Equity Tier 1 (to risk weighted assets)	Common Equity Tier 1 (to risk weighted assets)									Common Equity Tier 1 (to risk weighted assets)
Actual	Actual	$	106,494	11.62	%	$	101,703	11.43	%	Actual	$	107,277	11.53	%	$	108,950	11.79	%
For Capital Adequacy Purposes	For Capital Adequacy Purposes	41,234		4.50		40,050		4.50		For Capital Adequacy Purposes	41,870		4.50		41,598		4.50
To Be Well Capitalized	To Be Well Capitalized	59,560		6.50		57,851		6.50		To Be Well Capitalized	60,479		6.50		60,086		6.50

Tier 1 Capital (to risk weighted assets)	Tier 1 Capital (to risk weighted assets)									Tier 1 Capital (to risk weighted assets)
Actual	Actual	106,494		11.62		101,703		11.43		Actual	107,277		11.53		108,950		11.79
For Capital Adequacy Purposes	For Capital Adequacy Purposes	54,978		6.00		53,401		6.00		For Capital Adequacy Purposes	55,826		6.00		55,464		6.00
To Be Well Capitalized	To Be Well Capitalized	73,304		8.00		71,201		8.00		To Be Well Capitalized	74,435		8.00		73,952		8.00

Total Capital (to risk weighted assets)	Total Capital (to risk weighted assets)									Total Capital (to risk weighted assets)
Actual	Actual	117,976		12.88		111,570		12.54		Actual	118,858		12.77		120,520		13.04
For Capital Adequacy Purposes	For Capital Adequacy Purposes	73,304		8.00		71,201		8.00		For Capital Adequacy Purposes	74,435		8.00		73,952		8.00
To Be Well Capitalized	To Be Well Capitalized	91,631		10.00		89,001		10.00		To Be Well Capitalized	93,044		10.00		92,440		10.00

Tier 1 Leverage (to adjusted total assets)	Tier 1 Leverage (to adjusted total assets)									Tier 1 Leverage (to adjusted total assets)
Actual	Actual	106,494		7.63		101,703		7.85		Actual	107,277		7.38		108,950		7.81
For Capital Adequacy Purposes	For Capital Adequacy Purposes	55,830		4.00		51,838		4.00		For Capital Adequacy Purposes	58,133		4.00		55,765		4.00
To Be Well Capitalized	To Be Well Capitalized	69,787		5.00		64,798		5.00		To Be Well Capitalized	72,666		5.00		69,706		5.00

Item 3. Quantitative and Qualitative Disclosure about Market Risk.

~~General.~~Management of Interest Rate Risk. The majority of the Company’s assets and liabilities are monetary in nature. Consequently, the Company’s most significant form of market risk is interest rate risk and a principal part of its business strategy is to manage interest rate risk by reducing the exposure of net interest income to changes in market interest rates. Accordingly, the Company’s Board has established an Asset/Liability Management Committee, which is responsible for evaluating the interest rate risk

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inherent in the Company’s assets and liabilities, for determining the level of risk that is appropriate given the Company’s business strategy, operating environment, capital, liquidity and performance objectives; and for managing this risk consistent with the guidelines approved by the Board. Senior management monitors the level of interest rate risk and the Asset/Liability Management Committee meets on a quarterly basis to review its asset/liability policies and position and interest rate risk position, and to discuss and implement interest rate risk strategies.

~~Economic Value of Equity~~.The Company monitors interest rate risk through the use of a simulation model that estimates the amounts by which the fair value of its assets and liabilities (its economic value of equity, or “EVE”) would change in the event of a range of assumed changes in market interest rates.model. The quarterly reports developed in the simulation model assist the Company

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in identifying, measuring, monitoring and controlling interest rate risk to ensure compliance within the Company’s policy guidelines. This quantitative analysis measures interest rate risk from both a capital and earnings perspective. With regard to earnings, movements in interest rates and the shape of the yield curve significantly influence the amount of net interest income that is recognized. Movements in market interest rates significantly influence the spread between the interest earned on our interest-earning assets and the interest paid on our interest-bearing liabilities. Our internal interest rate risk analysis calculates the sensitivity of our projected net interest income over a one year period utilizing a static balance sheet assumption through which incoming and outgoing asset and liability cash flows are reinvested into similar instruments. Product pricing and earning asset prepayment speeds are adjusted for each rate scenario.

With regard to capital, our internal interest rate risk analysis calculates the sensitivity of our economic value of equity (“EVE”) ratio to movements in interest rates. EVE represents the present value of the expected cash flows from our assets less the present value of the expected cash flows arising from our liabilities. EVE attempts to quantify our economic value using a discounted cash flow methodology while the EVE ratio reflects that value as a form of capital ratio. The degree to which the EVE ratio changes for any hypothetical interest rate scenario from its base case measurement is a reflection of an institution’s sensitivity to interest rate risk.

For both net interest income and capital at risk, our interest rate risk analysis calculates a base case scenario that assumes no change in interest rates. The model then measures changes throughout a series of interest rate scenarios representing immediate and permanent, parallel shifts in the yield curve up and down 100, 200 and 300 basis points with additional scenarios modeled where appropriate. The model requires that interest rates remain positive for all points along the yield curve for each rate scenario which may preclude the modeling of certain falling rate scenarios during periods of lower market interest rates such as that experienced in the current rate environment at September 30, 2021

The table below sets forth, as of September 30, ~~2020,~~2021, the estimated changes in EVE and net interest income at risk that would result from the designated instantaneous changes in market interest rates. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.

(Dollars in thousands)
Economic Value of Equity EVE as a Percent of Portfolio Value of Assets Earnings at Risk
Change in Interest Rates in Basis Points ("bp") Dollar Amount Dollar Change Percent Change NPV Ratio Change Dollar Amount Dollar Change Percent Change
+300 bp $ 143,389 $ 7,252 5.3 % 11.07 % 132 bp $ 45,995 $ 9,177 24.9 %
+200 bp 143,822 7,685 5.6 10.82 107 43,504 6,686 18.2 %
+100 bp 142,697 6,560 4.8 10.45 70 40,052 3,234 8.8 %
Flat 136,137 — — 9.75 — 36,818 — — %
-100 bp 140,703 4,566 3.4 9.97 22 34,449 (2,369) (6.4) %


	EVE						EVE as a Percent of Portfolio Value of Assets				Net Interest Earnings at Risk
Change in Interest Rates in Basis Points	Dollar Amount		Dollar Change		Percent Change		NPV Ratio		Basis Point Change		Dollar Amount		Dollar Change		Percent Change
(Dollars in thousands)

+300	$	146,125	$	1,077	0.7	%	10.76	%		89	$	44,525	$	6,718	17.8	%
+200	147,720		2,672		1.8		10.59			72	42,567		4,760		12.6
+100	147,515		2,467		1.7		10.29			42	39,872		2,065		5.5
Flat	145,048		—		—		9.87			—	37,807		—		—
-100	139,214		(5,834)		(4.0)		9.33			(54)	34,900		(2,907)		(7.7)

Certain shortcomings are inherent in the methodology used in the above interest rate risk measurement. Modeling changes in EVE and net interest income require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the ~~EVE tables~~table presented ~~assume~~assumes that the composition of the Company’s interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured, and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the ~~EVE tables provide~~table provides an indication of the Company’s interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on EVE and net interest income and will differ from actual results. EVE calculations also may not reflect the fair values of financial instruments. For example, changes in market interest rates can increase the fair values of the Company’s loans, deposits and borrowings.

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Item 4. Controls and Procedures.

(a)Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, ~~2020.~~2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (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 the company’s management, including its principal executive and principal financial officers, 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 upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the SEC (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.

(b)Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended September 30, ~~2020,~~2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Periodically, there have been various claims and lawsuits against us, such as claims to enforce liens, claims seeking damages for improper collection procedures or misrepresentations, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing of real property loans and other issues incident to our business. We are not a party to any other pending legal proceedings that we believe would have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2019 and "Part II, Item 1A. Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended June 30,~~ 2020, which could materially affect our business, financial condition or future results. The risks described in such Annual Report on Form 10-K ~~and Form 10-Q~~ are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial condition and/or operating results.

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

The Company ~~did not purchase any~~made the following purchases of its common stock during the three months ended September 30, ~~2020.~~2021.

On November 20, 2019, the Company announced that the Board had approved a program commencing on November 25, 2019 to repurchase up to $5.0 million of the Company’s outstanding common stock, which was approximately 3.2% of outstanding common shares. On March 19, 2020, the Company announced that the stock repurchase program was suspended until further notice. As of March 19, 2020, the Company had repurchased 69,966 shares. This repurchase program is scheduled to expire on November 24, 2020.



Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of the Publicly Announced Program	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program
July 1-31, 2021	24,170	$	22.84	24,170	$	6,387,419
August 1-31, 2021	26,137	23.43		26,137	$	5,775,101
September 1-30, 2021	31,369	23.16		31,369	$	5,048,489
Total	81,676	$	23.15	81,676

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Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits


			3.1			Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-4 filed on June 13, 2014 (File No. 333-196749))
			3.2			Bylaws, as amended (incorporated herein by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on May 20, 2020)
			31.1			Rule 13a-14(a) / 15d-14(a) Certification (Chief Executive Officer)
			31.2			Rule 13a-14(a) / 15d-14(a) Certification (Chief Financial Officer)
			32.1			Certification of Chief Executive Officer ~~Certification pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002~~
			~~32.2~~			and Chief Financial Officer ~~Certification~~ pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
			~~101.0~~101			The following materials for the quarter ended September 30, ~~2020,~~2021, formatted in XBRL (Extensible Business Reporting Language); the (i) Consolidated ~~Statement~~Statements of Financial Condition, (ii) Consolidated ~~Statement~~Statements of Income (Loss) ~~Income,~~, (iii) Consolidated ~~Statement~~Statements of Comprehensive Income (Loss) ~~Income,~~, (iv) Consolidated ~~Statement~~Statements of Stockholders’ Equity, (v) Consolidated ~~Statement~~Statements of Cash Flows and (vi) Notes to the ~~Unaudited~~ Consolidated Financial Statements (Unaudited)
			~~104.0~~104			Cover Page Interactive Data File (Embedded within Inline XBRL ~~document)~~contained in Exhibit 101)

5455

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SIGNATURES

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


		CB FINANCIAL SERVICES, INC.
		(Registrant)

Date:	November ~~9, 2020~~8, 2021	/s/ John H. Montgomery
		John H. Montgomery
		President and Chief Executive Officer

Date:	November ~~9, 2020~~8, 2021	/s/ Jamie L. Prah
		Jamie L. Prah
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer and Chief Accounting Officer)

5556


	(Unaudited) September 30, 2020		December 31, 2019
(Dollars in thousands, except per share and share data)

ASSETS
Cash and Due From Banks:
Interest Bearing	$	102,400	$	68,798
Non-Interest Bearing	9,769		11,419
Total Cash and Due From Banks	112,169		80,217

Investment Securities:
Available-for-Sale	158,956		197,385
Loans, Net of Allowance for Loan Losses of $13,780 and $9,867 at September 30, 2020 and December 31, 2019, Respectively	1,037,105		942,629
Premises and Equipment, Net	20,439		22,282
Bank-Owned Life Insurance	24,639		24,222
Goodwill	9,732		28,425
Intangible Assets, Net	8,931		10,527
Accrued Interest and Other Assets	20,905		15,850
TOTAL ASSETS	$	1,392,876	$	1,321,537

LIABILITIES
Deposits:
Non-Interest Bearing Demand Deposits	$	335,287	$	267,152
NOW Accounts	245,850		232,099
Money Market Accounts	188,958		182,428
Savings Accounts	232,691		216,924
Time Deposits	196,250		219,756
Total Deposits	1,199,036		1,118,359

Short-Term Borrowings	42,061		30,571
Other Borrowings	11,000		14,000
Accrued Interest and Other Liabilities	7,480		7,510
TOTAL LIABILITIES	1,259,577		1,170,440

STOCKHOLDERS' EQUITY
Preferred Stock, No Par Value; 5,000,000 Shares Authorized	0		0
Common Stock, $0.4167 Par Value; 35,000,000 Shares Authorized, 5,680,993 Shares Issued and 5,398,712 and 5,463,828 Shares Outstanding at September 30, 2020 and December 31, 2019, Respectively	2,367		2,367
Capital Surplus	83,338		82,971
Retained Earnings	49,348		66,955
Treasury Stock, at Cost (282,281 and 217,165 Shares at September 30, 2020 and December 31, 2019, Respectively)	(5,825)		(3,842)
Accumulated Other Comprehensive Income	4,071		2,646
TOTAL STOCKHOLDERS' EQUITY	133,299		151,097
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,392,876	$	1,321,537


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years
Outstanding at December 31, 2019	245,153	$	24.36	6.5
Granted	15,000	18.60
Exercised	(20,106)	22.69
Forfeited	(19,776)	26.64
Outstanding at September 30, 2020	220,271	$	23.92	6.1

Exercisable at September 30, 2020	139,548	$	23.67	5.6

	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Service Period in Years
Nonvested at September 30, 2020	80,723	$	24.36	6.9

Summary of Significant Assumptions for Newly Issued Stock Options
Expected Term in Years				6.5
Expected Volatility				25.8		%
Expected Dividends				$	0.96
Risk Free Rate of Return				0.28		%


	Number of Shares	Weighted Average Grant Date Fair Value Price		Weighted Average Remaining Service Period in Years
Nonvested at December 31, 2019	48,030	$	28.83	8.1
Granted	5,000	18.60
Vested	(600)	25.08
Forfeited	(3,300)	29.23
Nonvested at September 30, 2020	49,130	$	27.81	7.6


	Industry							Forbearance
	Weighted Average Risk Rating (1)	Industry Amount		As a Percent of Total Risk Based Capital		As a Percent of Loan Class		Number of Loans	Weighted Average Risk Rating (1)	Forbearance Amount		As a Percent of Industry
(Dollars in thousands)

Commercial Real Estate - Owner Occupied:
Retail	3.6	$	27,109	23.0	%	7.7	%	—	—	$	—	—	%







Commercial Real Estate - Nonowner Occupied:
Retail	3.7	56,185		47.6		15.9		—	—	—		—


Hotels	5.3	24,995		21.2		7.1		5	5.4	10,327		41.3




Construction - Commercial Real Estate:
Retail	4.0	7,992		6.8		11.6		1	4.0	7,162		89.6


Hotels	4.3	5,327		4.5		7.7		—	—	—		—







Total:
Retail	3.7	91,286		77.4				1	4.0	7,162


Hotels	5.1	30,322		25.7				5	5.4	10,327


	(Dollars in thousands)
	Economic Value of Equity						EVE as a Percent of Portfolio Value of Assets				Earnings at Risk
Change in Interest Rates in Basis Points ("bp")	Dollar Amount		Dollar Change		Percent Change		NPV Ratio		Change		Dollar Amount		Dollar Change		Percent Change
+300 bp	$	143,389	$	7,252	5.3	%	11.07	%	132	bp	$	45,995	$	9,177	24.9	%
+200 bp	143,822		7,685		5.6		10.82		107		43,504		6,686		18.2	%
+100 bp	142,697		6,560		4.8		10.45		70		40,052		3,234		8.8	%
Flat	136,137		—		—		9.75		—		36,818		—		—	%
-100 bp	140,703		4,566		3.4		9.97		22		34,449		(2,369)		(6.4)	%