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

CRITICAL ACCOUNTING ESTIMATES

The Company has chosen accounting policies that it believes are appropriate to accurately and fairly report its operating results and financial position, and the Company applies those accounting policies in a consistent manner. The Significant Accounting Policies are summarized in Note 1 to the consolidated financial statements included in the 2021 Annual Report on Form 10-K. There have been no changes to the Critical Accounting Estimates since the Company filed its Annual Report on Form 10-K for the year ended December 31, 2021.

RESULTS OF OPERATIONS

Quarter ended June 30, 2022 compared to quarter ended June 30, 2021

First Keystone Corporation realized earnings for the three months ended June 30, 2022 of $3,822,000, an increase of $217,000, or 6.0% from the second quarter of 2021. The increase in net income for the three months ended June 30, 2022 was primarily due to an increase in interest income, mainly due to increased interest rates and growth in commercial real estate loans and increased interest and dividend income earned on securities.

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

NET INTEREST INCOME

The major source of operating income for the Company is net interest income, defined as interest income less interest expense. In the three months ended June 30, 2022, interest income amounted to $11,111,000, an increase of $852,000 or 8.3% from the three months ended June 30, 2021, while interest expense amounted to $1,330,000 in the three months ended June 30, 2022, an increase of $42,000 or 3.3% from the three months ended June 30, 2021. As a result, net interest income increased $810,000 or 9.0% to $9,781,000 from $8,971,000 for the same period in 2021.

The Company's net interest margin for the three months ended June 30, 2022 was 3.36% compared to 3.23% for same period in 2021. The increase in net interest margin was primarily a result of increases in yields earned on securities and commercial loans.

PROVISION FOR LOAN LOSSES

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



                                       39

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

NON-INTEREST INCOME

Total non-interest income was $1,514,000 for the three months ended June 30, 2022, as compared to $1,865,000 for the same period in 2021, a decrease of $351,000, or 18.8%.

Net securities (losses) gains decreased $96,000 to ($68,000) for the three months ended June 30, 2022 as compared to the three months ended June 30, 2021. This decrease was due to the Company recognizing $68,000 in net losses on held equity securities in the second quarter of 2022 as compared to recognizing $28,000 in net gains on held equity securities in the second quarter of 2021. Trust department income increased $3,000 or 1.1% to $268,000 for the three months ended June 30, 2022 as compared to the same period in 2021.

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

Net (losses) gains on sales of mortgage loans decreased $308,000 or 100.0% to $0 due to no sales of mortgage loans in the second quarter of 2022 as the rate environment has led to many loans being sold at a loss and there have been fewer mortgages originated with intent to sell. Other non-interest income decreased $6,000 or 9.2% to $59,000 for the three months ended June 30, 2022.

NON-INTEREST EXPENSE

Total non-interest expense was $6,595,000 for the three months ended June 30, 2022, as compared to $6,547,000 for the three months ended June 30, 2021

Expenses associated with employees (salaries and employee benefits) continue to be the largest category of non-interest expense. Salaries and benefits amounted to $3,462,000 or 52.5% of total non-interest expense for the three months ended June 30, 2022, as compared to $3,461,000 or 52.9% for the three months ended June 30, 2021.

Net occupancy, furniture and equipment, and computer expense amounted to $983,000 for the three months ended June 30, 2022, an increase of $43,000 or 4.6% which was due to the implementation of several new software programs throughout 2021 and early 2022 to increase security and efficiency. Professional services increased $97,000 or 35.5% to $370,000 as of June 30, 2022. The increase was mainly the result of an increase in consulting expense as the result of strategic planning and consulting services associated with implementing new internal systems contracts along with normal increases in annual audit expenses. Pennsylvania shares tax expense amounted to $324,000 for the three months ended June 30, 2022, an increase of $11,000 or 3.5% as compared to the three months ended June 30, 2021.

Federal Deposit Insurance Corporation ("FDIC") insurance expense amounted to $120,000 for the three months ended June 30, 2022 and 2021. FDIC insurance expense varies with changes in net asset size, risk ratings, and FDIC derived assessment rates.

ATM and debit card fees expense amounted to $242,000 for the three months ended June 30, 2022, a decrease of $41,000 or 14.5% as compared to the three months ended June 30, 2021. The decrease was the result of negotiations of new internal systems contracts resulting in vendor relationship credits that were applied to the expenses related to those systems. Data processing expenses amounted to $251,000 for the three months ended June 30, 2022 as compared to $323,000 for the same period of 2021, a decrease of $72,000 or 22.3%. This decrease was also the result of the negotiations of new systems contracts.

Advertising expense amounted to $118,000 in the second quarter of 2022, an increase of $9,000 or 8.3% as compared to the three months ended June 30, 2021. Other non-interest expense amounted to $725,000 for the three months ended June 30, 2022 and 2021.



                                       40

INCOME TAXES

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

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

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

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





NET INTEREST INCOME



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

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





PROVISION FOR LOAN LOSSES


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

NON-INTEREST INCOME

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

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



                                       41

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

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





NON-INTEREST EXPENSE



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

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

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

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

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

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

INCOME TAXES

Income tax expense amounted to $1,227,000 for the six months ended June 30, 2022, as compared to $1,184,000 for the six months ended June 30, 2021, an increase of $43,000. The effective total income tax rate was 14.3% for the six months ended June 30, 2022 as compared to 13.7% for the six months ended June 30, 2021. The increase in the effective tax rate was mainly due to higher overall operating income. The Company recognized $132,000 and $202,000 of tax credits from low-income housing partnerships in the six months ended June 30, 2022 and 2021, respectively.



                                       42

FINANCIAL CONDITION

SUMMARY

Total assets decreased to $1,304,582,000 as of June 30, 2022, a decrease of $15,768,000 from year-end 2021. Total assets as of December 31, 2021 amounted to $1,320,350,000.

Total debt securities available-for-sale decreased $27,656,000 or 6.3% to $410,260,000 as of June 30, 2022 from December 31, 2021.

Total loans increased $51,979,000 or 6.9% to $804,820,000 as of June 30, 2022 from December 31, 2021. Loan demand grew in the six months ended June 30, 2022 as the Bank has realized an increase in loan originations, primarily in the commercial real estate portfolio.

Total deposits decreased $84,361,000 or 7.8% to $993,608,000 as of June 30, 2022 from December 31, 2021. The decrease was mainly due to a decrease in highly rate sensitive deposits and other normal fluctuations.

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

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

SEGMENT REPORTING

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

EARNING ASSETS

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

Our primary earning asset, total loans, increased to $804,820,000 as of June 30, 2022, up $51,979,000, or 6.9% since year-end 2021. The loan portfolio continues to be well diversified. Non-performing assets decreased since year-end 2021, and overall asset quality has remained consistent. Total non-performing assets were $6,136,000 as of June 30, 2022, a decrease of $930,000, or 13.2% from $7,066,000 reported in non-performing assets as of December 31, 2021. Total allowance for loan losses to total non-performing assets was 149.28% as of June 30, 2022 and 122.84% at December 31, 2021. See the Non-Performing Assets section on page 47 for more information.

In addition to loans, another primary earning asset is our overall securities portfolio, which decreased in size from December 31, 2021 to June 30, 2022. Debt securities available-for-sale amounted to $410,260,000 as of June 30, 2022, a decrease of $27,656,000 from year-end 2021. The decrease in debt securities available-for-sale is mainly due to a $35,521,000 decrease in the market value of the portfolio as a result of the current interest rate environment and $22,444,000 in principal paydowns on debt securities, offset by the deployment of $38,349,000 in cash to purchase debt securities, along with other portfolio activity.



                                       43

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

LOANS

Total loans increased to $804,820,000 as of June 30, 2022 as compared to $752,841,000 as of December 31, 2021. The table on page 19 provides data relating to the composition of the Company's loan portfolio on the dates indicated. Total loans increased by $51,979,000 or 6.9%.

Steady demand for borrowing by businesses accounted for the 6.9% increase in the loan portfolio from December 31, 2021 to June 30, 2022. Overall, the Commercial and Industrial portfolio (which includes tax-free Commercial and Industrial loans) increased $13,000 or 0.02% from $82,526,000 at December 31, 2021 to $82,539,000 at June 30, 2022. The small increase in the Commercial and Industrial portfolio during the six months ended June 30, 2022 was mainly the result of a reduction of $4,748,000 in the portion of the Commercial and Industrial portfolio attributable to SBA PPP loans, the balance of which decreased from $4,894,000 at December 31, 2021 to $146,000 at June 30, 2022, as a result of loan forgiveness. The portion of the Commercial and Industrial portfolio excluding SBA PPP loans increased $4,761,000 during the six months ended June 30, 2022, mainly resulting from $7,438,000 in new loan originations for the six months ended June 30, 2022 and an increase in utilization of existing Commercial and Industrial lines of credit of $1,801,000, offset by loan payoffs of $1,587,000 and regular principal payments and other typical fluctuations in the Commercial and Industrial portfolio during the six months ended June 30, 2022. The Commercial Real Estate portfolio (which includes tax-free Commercial Real Estate loans) increased $46,604,000 or 8.9% from $521,654,000 at December 31, 2021 to $568,258,000 at June 30, 2022. The increase is mainly attributable to new loan originations of $87,507,000 for the six months ended June 30, 2022, offset by loan payoffs of $36,826,000 and a decrease in utilization of existing Commercial Real Estate lines of credit of $761,000, as well as regular principal payments and other typical amortization in the Commercial Real Estate portfolio during the six months ended June 30, 2022. Residential Real Estate loans increased $5,238,000 or 3.7% from $143,383,000 at December 31, 2021 to $148,621,000 at June 30, 2022. The increase was mainly the result of $17,062,000 in new loan originations and an increase in utilization of existing Residential Real Estate (Home Equity) lines of credit of $2,491,000, offset by net loans sold of $2,719,000, loan payoffs of $10,187,000 (of which $3,600,000 was refinanced with the Bank during the six months ended June 30,2022 with the new refinanced loan balances included in the new loan origination total), and regular principal payments and other typical amortization in the Residential Real Estate portfolio during the six months ended June 30, 2022. Net loans sold for the six months ended June 30, 2022 consisted of total loans sold during the six months ended June 30, 2022 of $4,463,000, offset with loans opened and sold in the same quarter during the first two quarters of 2022 which amounted to $1,744,000. The Company continues to originate and sell certain long-term fixed rate residential mortgage loans, which conform to secondary market requirements, when the market pricing is favorable. The Company derives ongoing income from the servicing of mortgages sold in the secondary market. The Company continues its efforts to lend to creditworthy borrowers.

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

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

Overall, non-pass grades decreased to $22,041,000 at June 30, 2022, as compared to $24,737,000 at December 31, 2021. Commercial and Industrial non-pass grades decreased to $755,000 as of June 30, 2022 as compared to $796,000 as of December 31, 2021. Commercial Real Estate non-pass grades decreased to $20,313,000 as of



                                       44

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

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

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



Total Loans

(Dollars in thousands)       June 30,       December 31,
                                2022            2021
Commercial and Industrial    $   82,539    $        82,526
Commercial Real Estate          568,258            521,654
Residential Real Estate         148,621            143,383
Consumer                          5,402              5,278
Total Loans                  $  804,820    $       752,841


ALLOWANCE FOR LOAN LOSSES

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

Management performs a quarterly analysis to determine the adequacy of the allowance for loan losses. The methodology in determining adequacy incorporates specific and general allocations together with a risk/loss analysis on various segments of the portfolio according to an internal loan review process. This assessment results in an allocated allowance. Management maintains its loan review and loan classification standards consistent with those of its regulatory supervisory authority.

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



                                       45

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

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

For the six months ended June 30, 2022, the provision for loan losses was $437,000 as compared to $270,000 for the six months ended June 30, 2021. The provision, net of charge-offs and recoveries, resulted in the quarter end allowance for loan losses of $9,160,000 of which 7.4% was attributed to the Commercial and Industrial component; 65.0% attributed to the Commercial Real Estate component; 17.5% attributed to the Residential Real Estate component; 0.9% attributed to the Consumer component; and 9.2% being the unallocated component (refer to the activity in Note 4 - Loans and Allowance for Loan Losses on page 12). The Company determined that the provision for loan losses made during the current quarter was sufficient to maintain the allowance for loan losses at a level necessary for the probable losses inherent in the loan portfolio as of June 30, 2022.



                                       46

Analysis of Allowance for Loan Losses

(Dollars in thousands)


                                                        June 30,       June 30,
As of and for the six months ended:                        2022          2021
Beginning balance                                       $    8,680    $     7,933
Charge-offs:
Commercial and Industrial                                        9             13
Commercial Real Estate                                           -             29
Residential Real Estate                                          -             55
Consumer                                                         6             20
                                                                15            117
Recoveries:
Commercial and Industrial                                        2              -
Commercial Real Estate                                          38             30
Residential Real Estate                                         14              1
Consumer                                                         4              7
                                                                58             38

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

Ratio of net (recoveries) charge-offs during the
period to average loans outstanding during the             (0.006) %        0.011 %

period


Allowance for loan losses to average loans                   1.177 %        1.120 %

outstanding during the period

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

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

With the Bank's manageable level of net charge-offs and recoveries along with the additions to the reserve from the provision out of operations, the allowance for loan losses as a percentage of average loans amounted to 1.177% and 1.120% at June 30, 2022 and 2021, respectively.

NON-PERFORMING ASSETS

The table on page 50 details the Company's non-performing assets and impaired loans as of the dates indicated. Generally, a loan is classified as non-accrual and the accrual of interest on such a loan is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on non-accrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against current period income. A modification of a loan constitutes a TDR when a borrower is experiencing financial difficulty and the modification constitutes a concession that the Company would not otherwise consider. Modifications to loans classified as TDRs generally include reductions in contractual interest rates, principal deferments and extensions of maturity dates at a stated interest rate lower than the current market for a new loan with similar risk characteristics. While unusual, there may be instances of loan principal forgiveness. Any loan modifications made in response to the COVID-19 pandemic



                                       47

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

Total non-performing assets amounted to $6,136,000 as of June 30, 2022, as compared to $7,066,000 as of December 31, 2021. The economy is very unstable. Inflation is at a four-decade high. The war between Ukraine and Russia is creating worldwide turmoil. The unemployment rate has dropped significantly compared to the beginning of the COVID-19 pandemic, but the labor force participation rate has also fallen. The need for workers has driven wages up in most sectors. Inflation is causing extreme concerns in all areas of the economy. The war abroad and its effects on various commodities are pushing inflationary concerns. Values of new and used homes and automobiles continue to climb. The Federal Reserve has indicated a plan to continue to raise interest rates at an accelerated level throughout the year. There has also been a resurgence of the COVID-19 pandemic in some areas of the country and world. These forces have had a direct effect on the Company's non-performing assets. The Company is closely monitoring all segments of its loan portfolio because of the current uncertain economic environment. Non-accrual loans totaled $5,970,000 as of June 30, 2022, as compared to $7,066,000 as of December 31, 2021. The decrease in non-accrual loans from December 31, 2021 to June 30, 2022 was mainly the result of the payoff of one non-accrual loan to a contractor specializing in modular construction which carried a balance of $1,000,000 at December 31, 2021. There were no foreclosed assets held for resale as of June 30, 2022 and December 31, 2021. There was one loan past-due 90 days or more and still accruing interest at June 30, 2022 that carried a balance of $166,000 and was well-secured by residential real estate and in the process of collection. There were no loans past-due 90 days or more and still accruing interest as of December 31, 2021.

Non-performing assets to total loans was 0.76% at June 30, 2022 and 0.94% at December 31, 2021. Non-performing assets to total assets was 0.47% at June 30, 2022 and 0.54% at December 31, 2021. The allowance for loan losses to total non-performing assets was 149.28% as of June 30, 2022 as compared to 122.84% as of December 31, 2021. Additional detail can be found on page 50 in the Non-Performing Assets and Impaired Loans table and page 26 in the Non-Performing Assets table. Asset quality is a priority and the Company retains a full-time loan review officer to closely track and monitor overall loan quality, along with a full-time loan workout department to manage collection and liquidation efforts.

Performing substandard loans which are not deemed to be impaired have characteristics that cause management to have doubts regarding the ability of the borrower to perform under present loan repayment terms and which may result in reporting these loans as non-performing loans in the future. Performing substandard loans not deemed to be impaired amounted to $10,416,000 at June 30, 2022, compared to $10,463,000 at December 31, 2021.

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

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



                                       48

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

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

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

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

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

Improving loan quality is a priority. The Company actively works with borrowers to resolve credit problems and will continue its close monitoring efforts in 2022. Excluding the assets disclosed in the Non-Performing Assets and Impaired Loans tables below and the Troubled Debt Restructurings section in Note 4 - Loans and Allowance for Loan Losses, management is not aware of any information about borrowers' possible credit problems which cause serious doubt as to their ability to comply with present loan repayment terms.

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

The economic climate remains in a very frail state. The war between Ukraine and Russia has exacerbated the difficulties in the national and state economy and experts at all levels are attempting to calculate the intermediate or long term affects. The Company may experience difficulties collecting payments on time from its borrowers, and certain types of loans may need to be modified, which could cause a rise in the level of impaired loans, non-performing assets, charge-offs, and delinquencies. Should such metrics increase, additions to the balance of the Company's allowance for



                                       49

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

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

Non-Performing Assets and Impaired Loans



(Dollars in thousands)                                     June 30,       December 31,
                                                             2022             2021
Non-performing assets
Non-accrual loans                                         $     5,970    $         7,066
Foreclosed assets held for resale                                   -                  -
Loans past-due 90 days or more and still accruing
interest                                                          166                  -
Total non-performing assets                               $     6,136    $         7,066

Impaired loans
Non-accrual loans                                         $     5,970    $         7,066
Accruing TDRs                                                   6,314              6,607
Total impaired loans                                           12,284             13,673
Allocated allowance for loan losses                                 -                  -
Net investment in impaired loans                          $    12,284    $        13,673

Impaired loans with a valuation allowance                 $         -    $             -
Impaired loans without a valuation allowance                   12,284             13,673
Total impaired loans                                      $    12,284    $        13,673

Allocated valuation allowance as a percent of impaired loans

                                                               - %                - %
Impaired loans to total loans                                    1.53 %             1.81 %
Non-performing assets to total loans                             0.76 %             0.94 %
Non-performing assets to total assets                            0.47 %             0.54 %
Allowance for loan losses to impaired loans                     74.57 %            63.48 %
Allowance for loan losses to total non-performing
assets                                                         149.28 %           122.84 %


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



                                       50

DEPOSITS, OTHER BORROWED FUNDS AND SUBORDINATED DEBT

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

Total deposits decreased $84,361,000 to $993,608,000 as of June 30, 2022 as non-interest bearing deposits decreased by $18,527,000 and interest bearing deposits decreased by $65,834,000 from year-end 2021. The decrease in deposits was the result of a $95,504,000 decrease in highly rate sensitive deposits and other normal fluctuations. Total short-term and long-term borrowings increased to $154,723,000 as of June 30, 2022, from $62,377,000 at year-end 2021, an increase of $92,346,000 or 148.0%. The increase in total borrowings was mainly the result of increased short-term borrowings as deposits decreased and cash balances were deployed into earning assets.

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

CAPITAL STRENGTH

Normal increases in capital are generated by net income, less dividends paid out. During the six months ended June 30, 2022, net income less dividends paid increased capital by $4,031,000. Accumulated other comprehensive (loss) income derived from net unrealized gains on debt securities available-for-sale also impacts capital. At December 31, 2021 accumulated other comprehensive income was $7,588,000. Accumulated other comprehensive loss stood at $20,438,000 at June 30, 2022, a decrease of $28,026,000. Fluctuations in interest rates have regularly impacted the gain/loss position in the Bank's securities portfolio, as well as its decision to sell securities at a gain or loss. The fluctuations from net unrealized gains on debt securities available-for-sale do not affect regulatory capital, as the Bank elected to opt-out of the inclusion of this item with the filing of the March 31, 2015 Call Report.

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

Total stockholders' equity was $125,379,000 as of June 30, 2022, and $148,555,000 as of December 31, 2021.

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




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


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



                                       51

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

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

LIQUIDITY

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

Sources of liquidity are as follows:

? Growth in the core deposit base;

? Proceeds from sales or maturities of securities;

? Payments received on loans and mortgage-backed securities;

? Overnight correspondent bank borrowings on various credit lines, notes, etc.,

with various levels of capacity;

? Securities sold under agreements to repurchase; and

? Brokered CDs.

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

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

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

Net cash flows provided by operating activities were $7,606,000 and $8,676,000 at June 30, 2022 and 2021, respectively. Net income amounted to $7,365,000 for the six months ended June 30, 2022 and $7,483,000 for the six months ended June 30, 2021. During the six months ended June 30, 2022 and 2021, net premium amortization on securities amounted to $1,633,000 and $1,366,000, respectively. Net losses on sales of mortgage loans amounted to $34,000 for the six months ended June 30, 2022, compared to net gains on sales of mortgage loans of $662,000 for the six months ended June 30, 2021. Originations from sales of mortgage loans originated for resale exceeded proceeds (net of gains/losses) from sales of mortgage loans originated for resale by $1,639,000 for the six months ended June 30, 2022, and proceeds (net of gains/losses) from sales of mortgage loans originated for resale exceeded originations of mortgage loans originated for resale by $937,000 for the six months ended June 30, 2021. Net securities losses amounted to $131,000 for the six months ended June 30, 2022, compared to net securities gains of $143,000 for the six months ended June 30, 2021. Accrued interest receivable increased by $112,000 and decreased by $170,000 during the six months ended June 30, 2022 and 2021, respectively. Other assets increased by $639,000 and $1,116,000 during the six



                                       52

months ended June 30, 2022 and 2021, respectively. Other liabilities increased by $37,000 during the six months ended June 30, 2022 and increased by $241,000 during the six months ended June 30, 2021.

Investing activities used cash of $64,171,000 and $56,580,000 during the six months ended June 30, 2022 and 2021, respectively. Net activity in the available-for-sale securities portfolio (including proceeds from sale, maturities, and redemptions, net against purchases) used cash of $9,283,000 during the six months ended June 30, 2022, compared to $34,469,000 for the six months ended June 30, 2021. Changes in restricted investment in bank stocks used cash of $3,834,000 and $359,000 during the six months ended June 30, 2022 and 2021, respectively. Net cash used to originate loans amounted to $50,331,000 for the six months ended June 30, 2022, compared to $21,649,000 for the six months ended June 30, 2021.

Financing activities provided cash of $5,451,000 and $120,348,000 during the six months ended June 30, 2022 and 2021, respectively. Deposits decreased by $84,361,000 during the six months ended June 30, 2022, compared to an increase of $125,859,000 during the six months ended June 30, 2021. Short-term borrowings increased by $102,346,000 and $7,005,000 during the six months ended June 30, 2022 and 2021, respectively. Repayment of long-term borrowings used cash of $10,000,000 at both June 30, 2022 and 2021, respectively. Dividends paid amounted to $3,334,000 for the six months ended June 30, 2022, compared to $3,240,000 for the six months ended June 30, 2021.

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

MARKET RISK

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

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

Asset/Liability Management

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



                                       53

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

Earnings at Risk

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

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

Earnings Simulation Modeling

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

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

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

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

Net Present Value Estimation

The net present value measures economic value at risk and is used for helping to determine levels of risk at a point in time present in the balance sheet that might not be taken into account in the earnings simulation model. The net present value of the balance sheet is defined as the discounted present value of asset cash flows minus the discounted present value of liability cash flows. At June 30, 2022, net present value is projected to decrease 1.65%, 8.10%, and 16.34% in the 100, 200, and 300 basis point immediate increase scenarios, respectively. Additionally, the 100 and 200



                                       54

basis point immediate decrease scenarios are estimated to affect net present value with a decrease of 7.51% and 26.68%, respectively. All of these scenarios presented are within the Company's policy limits.

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

Effect of Change in Interest Rates



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

Effect on Net Present Value of Balance Sheet
Static Net Present Value Change
+300 bp Shock vs. Stable Rate                            (16.34) %
+200 bp Shock vs. Stable Rate                             (8.10) %
+100 bp Shock vs. Stable Rate                             (1.65) %
Flat rate
-100 bp Shock vs. Stable Rate                             (7.51) %
-200 bp Shock vs. Stable Rate                            (26.68) %

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