This discussion and analysis reflects the Company's consolidated financial
statement and other relevant statistical data and is intended to enhance your
understanding of the Company's consolidated financial condition and results of
operations. This Management's Discussion and Analysis is presented in the
following sections:

  •   Overview and Strategy



  •   Comparison of Financial Condition at June 30, 2021 and December 31, 2020

• Comparison of Operating Results for the Three Months Ended June 30,


             2021 and 2020


• Comparison of Operating Results for the Six Months Ended June 30, 2021


             and 2020



  •   Liquidity, Commitments, and Capital Resources



  •   Off-Balance
      Sheet Arrangements



  •   Critical Accounting Policies



  •   Recently Issued Accounting Standards


Forward Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, which can be identified by the use of words
such as "estimate," "project," "believe," "intend," "anticipate," "plan,"
"seek," "expect" or words of similar meaning, or future or conditional verbs,
such as "will," "would," "should," "could," or "may." A forward-looking
statement is neither a prediction nor a guarantee of future events. These
forward-looking statements include, but are not limited to:

  •   statements of our goals, intentions and expectations;



         •   statements regarding our business plans, prospects, growth and
             operating strategies;


• statements regarding the quality of our loan and investment portfolios; and





  •   estimates of our risks and future costs and benefits.


These forward-looking statements are based on current beliefs and expectations
of our management and are inherently subject to significant business, economic
and competitive uncertainties and contingencies, many of which are beyond our
control. In addition, these forward-looking statements are subject to
assumptions with respect to future business strategies and decisions that are
subject to change.
The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements:

         •   risks and uncertainties related to the Coronavirus Disease 2019
             ("COVID-19") pandemic and resulting governmental and societal
             response;


• risks that COVID-19 may adversely impact our customers and lead to a


             long-term economic recession and continuing a severe 

disruption in the

U.S. economy, and could potentially create business continuity issues
             for us;


• general economic conditions, either nationally or in our market area,


             that are worse than expected;



  •   competition within our market area that is stronger than expected;



         •   changes in the level and direction of loan delinquencies and
             charge-offs and changes in estimates of the adequacy of the allowance
             for loan losses;



  •   our ability to access cost-effective funding;


• fluctuations in real estate values and both residential and commercial


             real estate market conditions;



  •   demand for loans and deposits in our market area;



  •   our ability to continue to implement our business strategies;



  •   competition among depository and other financial institutions;


• inflation and changes in market interest rates that reduce our margins


             and yields, reduce the fair value of financial instruments or reduce
             our volume of loan originations, or increase the level of defaults,
             losses and prepayments on loans we have made and make, whether held in
             portfolio or sold in the secondary market;



  •   adverse changes in the securities markets;



         •   changes in laws or government regulations or policies affecting
             financial institutions, including changes in regulatory fees and
             capital requirements;



  •   our ability to manage market risk, credit risk and operational risk;


• our ability to enter new markets successfully and capitalize on growth


             opportunities;



         •   the imposition of tariffs or other domestic or international
             governmental polices impacting the value of the products of our
             borrowers;



         •   our ability to successfully integrate into our operations GNB's
             assets, liabilities or systems we acquired, as well as new management
             personnel or customers, and our ability to realize related revenue
             synergies and cost savings within expected time frames and any
             goodwill charges related thereto;



  •   changes in consumer spending, borrowing and savings habits;



  •   our ability to maintain our reputation;



  •   our ability to prevent or mitigate fraudulent activity;


• changes in accounting policies and practices, as may be adopted by the


             bank regulatory agencies, the Financial Accounting Standards Board,
             the Securities and Exchange Commission or the Public Company
             Accounting Oversight Board;



  •   our ability to retain key employees;



• our ability to evaluate the amount and timing of recognition of future


             tax assets and liabilities;


• our compensation expense associated with equity benefits allocated or


             awarded to our employees; and


• changes in the financial condition, results of operations or future


             prospects of issuers of securities that we own.


Because of these and other uncertainties, our actual future results may be
materially different from the results indicated by these forward-looking
statements. We disclaim any obligation to revise or update any forward-looking
statements contained in this Quarterly Report on Form 10-Q to reflect future
events or developments.
Overview and Strategy
The Company's core strategy is to further its mission of "positively impacting
lives" through community banking by building strong relationships that bring
value to its customers, employees, the communities it serves and its
shareholders. In pursuing this mission, the Company specifically desires to
invest in the development of strong future leaders for the banking industry and
our communities, to contribute to economically and socially flourishing
communities, and to demonstrate the continued viability and integral role of
community banking for our economic and social development.
The Company operates primarily through its sole subsidiary, LINKBANK. LINKBANK
provides traditional lending, deposit gathering and cash services to retail
customers, small businesses and nonprofit organizations. LINKBANK focuses its
lending activities on small businesses, targeted to create a diverse loan
portfolio in relation to its underlying collateral and different business
segments with unique cash flow generation and varied interest rate sensitivity.
LINKBANK offers a full suite of deposit products and cash management services
focused on the small business and nonprofit segments.
Our revenues consist primarily of interest income earned on loans and
investments. Interest income is partially offset by interest expense incurred on
deposits, borrowings and other interest-bearing liabilities. Net interest income
is affected by the balances of interest-earning assets and interest-bearing
liabilities and their relative interest rates. Net interest income is typically
further reduced by a provision for loan losses.
Non-interest
income also contributes to our operating results, consisting of service charges
on deposit accounts and earnings on bank-owned life insurance.
Non-interest
expenses, which include salaries and employee benefits, occupancy and equipment
costs, data processing, professional services, advertising and other general and
administrative expenses, are the Company's primary expenditures incurred as a
result of operations.
Financial institutions, 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 and commercial real estate, competition among lenders, interest rate
conditions, and funds availability. Our operations and lending are concentrated
in South Central Pennsylvania in Dauphin, Cumberland, Lancaster, and Chester
Counties, and are influenced by local economic conditions. Deposit balances and
cost of funds are influenced by prevailing market rates on competing
investments, customer preferences, and levels of personal income and savings in
our primary market area. Operations are also significantly impacted by
government policies and actions of regulatory authorities. Future changes in
applicable law, regulations or government policies may materially impact the
Company.

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Recent Market Conditions
The Company's financial condition and performance are all highly dependent on
the business environment in the market area in which we operate and in the
United States as a whole. During the first quarter of 2020, there was an
outbreak of a novel strain of coronavirus (COVID-19) which spread to numerous
countries around the world, including the United States, while becoming a global
pandemic. As the spread of COVID-19 increased during the first and second
quarters of 2020, federal, state, and local governments implemented various
restrictive measures such as quarantines, restrictions on travel, school
closings, "stay at home" rules and restrictions on certain business operations.
These restrictions have slowly been lifted as people had begun to gain access to
vaccines during the fourth quarter of 2020. Throughout the first half of 2021,
the COVID pandemic continued to negatively affect our economy but started to
wane towards the end of the second quarter only to see a national resurgence in
cases during July 2021 as a result of variant strains of COVID. All of these
restrictions had adversely affected and will likely continue to adversely affect
the economy on a national, state, and local level, including the geographical
areas in which the Company operates.
Overall, real GDP decreased by 3.5% for 2020 as compared to an increase of 2.2%
in 2019. As a result of the global pandemic, market interest rates have declined
significantly during 2020 with the 10-year Treasury bond falling from a high
yield of 1.88% on January 2, 2020 to a low of .52% on August 4, 2020. During the
second quarter of 2021 U.S. GDP grew at an annualized rate of 6.5%, however that
lagged behind current expected growth rates and unemployment data lagged
expectations, as well, indicating that the U.S. economic recovery continues to
be slower than expected. Additionally, at the beginning of 2020 the Federal
Reserve had set the target range for the Fed Funds rate at 1.50% to 1.75% and by
March 31, 2020, the Fed Funds target range had been reduced to 0% to 0.25%. The
Fed Funds rate has been left unchanged through the remainder of 2020 and the
first half of 2021. Expectations are mixed regarding when the Federal Reserve
will begin to increase the Fed Funds rate from its current level. The low
interest rate environment and other effects of the COVID-19 pandemic may
adversely affect the Company's financial condition and results of operations in
future periods. It is unknown how long the adverse conditions associated with
the COVID-19 pandemic will last and what the complete financial effect will be
to the Company. It is reasonably foreseeable that estimates made in the
financial statements could be materially and adversely impacted in the near term
as a result of these conditions, including expected credit losses on loans.
Comparison of Financial Condition at June 30, 2021 and December 31, 2020
Total assets at June 30, 2021, were $464.4 million, an increase of
$40.3 million, or 9.5%, from $424.1 million at December 31, 2020. The increase
in total assets was primarily due to the net increase in loans receivable of
$86.2 million, an increase in cash and cash equivalents of $22.4 million, and an
increase in the deferred tax asset of $2.9 million as a result of the reversal
of LINK's valuation allowance during the first quarter of 2021. This increase
was partially offset by the maturity of a $75.0 million short-term investment
security held at December 31, 2020 that matured during January 2021.
Cash and cash equivalents increased $22.4 million or 249.4% from $9.0 million at
December 31, 2020 to $31.4 million at June 30, 2021. The increase was primarily
due to:
Primary Cash Inflows

  •   Net increase in deposits of $89.0 million;


• Proceeds from maturities of and repayments on investment securities of

$75.7 million; and


• Proceeds from redemption of restricted investments in bank stocks of

$2.9 million


Primary Cash Outflows

  •   Cash used in operations of $604 thousand;



  •   Repayments of borrowings of $55.9 million;



  •   Net increase in loans receivable of $86.9 million



  •   Purchases of premises and equipment of $508 thousand; and



  •   Purchase of restricted investments in bank stocks of $1.3 million

Securities

available-for-sale


decreased by $75.8 million or 95.7% to $3.4 million at June 30, 2021 from
$79.2 million at December 31, 2020. The decrease was due to a maturity in
holdings of U.S. treasury securities of $75.0 million during January 2021 and
the normal principal paydowns of our investments in residential mortgage backed
securities.

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Net loans receivable increased during the six months ended June 30, 2021 as
shown in the table below:

                                    June 30,        December 31,
(dollars in thousands)                2021              2020            Change          %
Commercial and industrial           $ 129,835      $      101,370      $ 28,465        28.08 %
Construction and land development      25,177              20,935         4,242        20.26 %
Real estate - commercial              193,488             145,800        47,688        32.71 %
Real estate - residential              41,891              37,302         4,589        12.30 %
Real estate - home equity              21,987              20,218         1,769         8.75 %
Consumer                                3,429               2,622           807        30.78 %

Total Loans                           415,807             328,247        87,560        26.68 %
Deferred (fees) costs                  (1,580 )              (856 )        (724 )      84.58 %
Allowance for loan losses              (4,800 )            (4,177 )        (623 )      14.92 %

Net Loans                           $ 409,427      $      323,214        86,213        26.67 %



Included in the loan growth totals above are balances on loans originated as
part of the SBA Paycheck Protection Program ("PPP") under the CARES Act. During
the year ended December 31, 2020, the Company originated 533 PPP loans with
original principal balances of $86.1 million for its customers. During the first
half of 2021, the Company originated 328 PPP loans with original principal
balances of $51.9 million. At June 30, 2021 the outstanding balance on PPP loans
was $63.4 million compared to $41.0 million at December 31, 2020. The balance of
PPP loans is included in the balance of commercial and industrial loans in the
table above. In association with the PPP loan originations, the Company recorded
fees that have been deferred and will amortize over the life of the loans. As
customers complete the loan forgiveness process with the SBA, any unamortized
deferred fees will be recognized as an adjustment to interest income. The
Company recognized $856,000 and $1.4 million in PPP fees as part of interest
income for the three months ended June 30, 2021 and 2020, respectively. The
Company recognized $1.4 million in PPP fees as part of interest income for both
the six months ended June 30, 2021 and 2020.
During 2020, our customers had requested 82 loan payment deferrals or payments
of interest only on loans totaling $53.7 million. In accordance with
Section 4013 of the CARES Act and the interagency guidance issued on April 7,
2020, these short-term deferrals are not considered troubled debt
restructurings. As of June 30, 2021, the Company has 9 loan relationships
totaling $17.7 million that remain on a CARES Act modification.
The Company's investment in restricted bank stock decreased $1.6 million, from
$2.6 million at December 31, 2020 to $1.0 million at June 30, 2021 due to
redemptions of FHLB stock in conjunction with LINK's repayment of FHLB
borrowings during the first half of 2021.

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Deposits grew by $89.0 million or 31.4%, from a total of $283.1 million at
December 31, 2020 to $372.1 million at June 30, 2021. Changes in the deposit
types are presented in the table below:

                                   June 30,       December 31,
(dollars in thousands)               2021             2020           Change         %
Demand, noninterest-bearing        $  74,303     $       42,374     $ 31,929        75.4 %
Demand, interest-bearing              31,666             15,883       15,783        99.4 %
Money market and savings             132,412             81,756       50,656        62.0 %
Time deposits, $250,000 and over      45,214             47,112       (1,898 )      (4.0 %)
Time deposits, other                  88,458             95,929       (7,471 )      (7.8 %)

Total deposits                     $ 372,053     $      283,054     $ 88,999        31.4 %



Included in the time deposits balance above were brokered time deposits with a
balance of $20.0 million, and $25.0 million as of June 30, 2021 and December 31,
2020, respectively.
At June 30, 2021, other borrowings consist of $20.0 million in FHLB fixed rate
advances, which have maturities from 2023 through 2025, and $3.1 million in
borrowings under the Paycheck Protection Program Liquidity Facility ("PPPLF").
The PPPLF is a program designated to facilitate lending by financial
institutions to small businesses under the PPP provision of the CARES Act. At
December 31, 2020, other borrowings consisted of $20.0 million in FHLB fixed
rate advances and $17.3 million in PPPLF borrowings.
Total shareholders' equity increased by $3.1 million, or 7.8%, from
$40.3 million at December 31, 2020, to $43.5 million at June 30, 2021. The
increase is primarily attributable to net income for the six months ended
June 30, 2021 of $3.2 million.
Comparison of Results of Operations for the Three Months Ended June 30, 2021 and
2020
General:
Net income was $402 thousand for the three months ended June 30, 2021, or $0.08
per diluted share, a decrease in income of $37 thousand, or 8.4%, compared to
net income of $439 thousand, or $0.09 per diluted share, for the three months
ended June 30, 2020.
Net income for the three months ended June 30, 2021, reflected an increase in
net interest income before provision of $777 thousand, and an increase in
non-interest
income of $39 thousand. These increases in income were partially offset by an
increase in the provision for loan losses of $295 thousand, an increase in
noninterest expenses of $505 thousand, and an increase in income tax expense of
$53 thousand.
Net Interest Income:
Net interest income before provision for loan losses increased by $777 thousand,
or 26.5%, to $3.7 million for the three months ended June 30, 2021, compared to
$2.9 million for the three months ended June 30, 2020. The provision for loan
losses increased by $295 thousand from $115 thousand for the three months ended
June 30, 2020 to $410 thousand for the same period in 2021.
Interest Income:
Interest income increased to $4.4 million for the three months ended June 30,
2021, compared with $3.9 million for the year three months June 30, 2020. The
average yield on the earning assets decreased 71 basis points on an annualized
basis from 4.83% for the three months ended June 30, 2020 to 4.12% for the three
months ended June 30, 2021. This decrease in rates was more than offset by the
growth in average balance of earning assets which increased $107.0 million to
$428.0 million for the three months ended June 30, 2021 compared to
$321.0 million for the comparable period in 2020. In general, the Company
experienced a decrease in most all rates on earning assets as a result of the
Federal Reserve decreasing the range for the Fed Funds target rate to 0% to
0.25% as of March 31, 2020. This rate reduction along with increased competition
for loan originations has resulted in new loans originated since June 30, 2020,
generally, earning a lower percentage of interest compared to the loan portfolio
existing at June 30, 2020.
Interest Expense:
Interest expense decreased by $246 thousand or 26.3% to $688 thousand for the
three months ended June 30, 2021, compared to $934 thousand for the three months
ended June 30, 2020. The decrease in interest expense was primarily due to the
decrease in rates paid on interest bearing liabilities, which decreased 65 basis

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points on an annualized basis from 1.47% for the three months ended June 30,
2020 to 0.82% for the three months ended June 30, 2021. This decrease in rates
was partially offset by an increase in average balances of interest bearing
liabilities, which increased $80.8 million to $336.2 million for the three
months ended June 30, 2021 compared to $255.4 million for the comparative period
in 2020. While the aforementioned lower rate environment has helped the Company
reduce overall cost of funds, the evolution of our business has also played a
role in this reduction of cost. As the Company continues to grow and mature, we
have been able to continue to foster customer relationships that grow core
deposits and decrease its reliance upon higher cost time deposits. As a result,
the average balance in money market demand deposits grew by $68.1 million for
the three months ended June 30, 2021 compared to the same period in 2020, while
reducing the interest rate on these deposits by 23 basis points over that same
period. Additionally, the average balance of noninterest bearing deposits grew
by $19.3 million for the three months ended June 30, 2021 compared to the same
period in 2020.
Provision for Loan Losses:
The provision for loan losses increased by $295 thousand from $115 thousand for
the three months ended June 30, 2020 to $410 thousand for the three months ended
June 30, 2021. During the three months ended March 31, 2020, management adjusted
certain qualitative factors in the calculation of its provision for loan losses
to account for the uncertain impact of
COVID-19
on economic conditions and borrowers' ability to repay loans, resulting in an
increased provision during the first quarter of 2020. During the second quarter
of 2020, the Company began its participation in PPP through the SBA, which
generated the large majority of the loan growth during the second quarter of
2020. Taking all these factors into account, the Company recorded a provision
for loan losses of $115 thousand for the second quarter of 2020.
The provision for the second quarter of 2021 of $410 thousand is the result of
our normal allowance for loan loss process which considers current quarter loan
growth as well as the risk ratings of loans within its loan portfolio among
other factors. The current economic outlook for the U.S. economy appears to
continue its recovery from the negative impact caused by the global pandemic.
Despite this continued recovery, management noted that certain aspects of the
recovery such as unemployment data, has shown a lag to expectation, indicating
that the recovery is occurring slower than initially anticipated. As such, the
Company has not reduced its loss factors related to the
COVID-19
pandemic during the three months ended June 30, 2021.
The Company completes a comprehensive quarterly evaluation to determine its
provision for loan losses. The evaluation reflects analyses of individual
borrowers and historical loss experience, and changes in net loan balances,
supplemented as necessary by credit judgment that considers observable trends,
conditions, and other relevant environmental and economic factors.
Refer to Note 4 of the Notes to the Consolidated Financial Statement for
additional details on the provision for loan losses.
Non-interest
Income:
Non-interest
income increased by $39 thousand to $159 thousand for the three months ended
June 30, 2021, from the $120 thousand recognized during the same period of 2020.
The increase was the result of growth in fee income and service charges on
deposit accounts for the three months ended June 30, 2021 compared to the same
period in 2020.
Non-interest
Expenses:
Non-interest
expenses increased $505 thousand or 20.2%, from $2.5 million for the three
months ended June 30, 2020, to $3.0 million for the three months ended June 30,
2021. The increase was largely due to: (1) an increase of $201 thousand in
compensation and employee benefit expenses primarily due to increased employee
headcount, and annual salary increases and incentives; and (2) $129 thousand of
merger expenses incurred in conjunction with our merger with GNB Financial
Services, Inc.
Analysis of Net Interest Income
Net interest income represents the difference between the interest the Company
earns on its interest-earning assets, such as loans and investment securities,
and the expense the Company pays on interest-bearing liabilities, such as
deposits and borrowings. Net interest income depends on both the volume of our
interest-earning assets and interest-bearing liabilities and the interest rates
the Company earns or pays on them.
Average Balances, Interest and Average Yields:
The following table sets forth certain information relating to average balance
sheets and reflects the average annualized yield on interest-earning assets and
average annualized cost of interest-

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bearing liabilities, interest earned and interest paid for the periods
indicated. Such yields and costs are derived by dividing income or expense by
the average balance of interest-earning assets or interest-bearing liabilities,
respectively, for the periods presented. Average balances are derived from daily
balances over the periods indicated. The average balances for loans are net of
allowance for loan losses, but include
non-accrual
loans. The loan yields include net amortization of certain deferred fees and
costs that are considered adjustments to yields.

                                                                 For the 

Three Months Ended June 30,


                                                          2021                                          2020
(Dollars in thousands)                   Avg Bal       Interest      Yield/Rate        Avg Bal       Interest      Yield/Rate
Int. Earn. Cash                         $  20,796     $        4            0.09 %    $  44,078     $       11            0.10 %
Investments                                 3,617             26            2.91 %       10,083             41            1.64 %

Total Cash Equiv. and Investments          24,413             31            0.51 %       54,161             52            0.39 %
Total Loans                               403,568          4,367            4.34 %      266,875          3,815            5.73 %

Total Earning Assets                      427,981          4,398            4.12 %      321,035          3,867            4.83 %
Other Assets                               17,199                                         7,979

Total Assets                            $ 445,180                                     $ 329,015

Interest bearing demand                 $  22,205     $        9            0.16 %    $   9,207     $        4            0.17 %
Money market demand                       129,606            108            0.34 %       61,514             88            0.57 %
Time deposits                             125,590            248            0.79 %      113,544            740            2.61 %
Total Borrowings                           58,754            323            2.20 %       71,111            102            0.58 %

Total Interest-Bearing Liabilities        336,153            688            0.82 %      255,376            934            1.47 %
Non Int Bearing Deposits                   57,821                                        38,565

Total Cost of Funds                     $ 393,974     $      688            0.70 %    $ 293,942     $      934            1.27 %
Other Liabilities                           7,867                                           861

Total Liabilities                       $ 401,842                                     $ 294,803

Equity                                  $  43,338                                     $  34,211

Total Liabilities & Equity              $ 445,180                                     $ 329,015

Net Interest Income                                   $    3,710                                    $    2,933

Net Interest Spread                                                         3.42 %                                        3.56 %

Net Interest Margin                                                         3.48 %                                        3.66 %




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Rate/Volume Analysis
The following table reflects the sensitivity of the Company's interest income
and interest expense to changes in volume and in yields on interest-earning
assets and costs of interest-bearing liabilities during the periods indicated.

                                                                                   Three Months Ended
                                                                                 June 30, 2021 vs. 2020
                                                                              Increase (Decrease) Due To:
                                          (Dollars in thousands)           Rate            Volume          Net
Interest Income:
Int. Earn. Cash                                                         $       (1 )       $    (6 )      $   (7 )
Investments                                                                     11             (26 )         (15 )
Total Loans                                                                 (1,124 )         1,677           553

Total Earning Assets                                                        (1,114 )         1,645           531
Interest Expense:
Interest bearing demand                                                         (1 )             6             5
Money market demand                                                            (77 )            97            20
Time deposits                                                                 (571 )            79          (492 )
Total Borrowings                                                               239             (18 )         221

Total Interest-Bearing Liabilities                                            (410 )           164          (246 )
Change in Net Interest Income                                           $   

(704 ) $ 1,481 $ 777





Comparison of Results of Operations for the Six Months Ended June 30, 2021 and
2020
General:
Net income was $3.2 million for the six months ended June 30, 2021, or $0.60 per
diluted share, an increase in income of $5.3 million, compared to net loss of
$2.2 million, or $(0.47) per diluted share, for the six months ended June 30,
2020.
Net income for the six months ended June 30, 2021, reflected an increase in net
interest income before provision of $2.5 million, a decrease in provision for
loan losses of $1.4 million, an increase in
non-interest
income of $72 thousand, and an increase in income tax benefit of $3.0 million.
These increases in income were partially offset by an increase in noninterest
expenses of $1.7 million.
Net Interest Income:
Net interest income before provision for loan losses increased by $2.5 million,
or 58.7%, to $6.8 million for the six months ended June 30, 2021, compared to
$4.3 million for the six months ended June 30, 2020. The provision for loan
losses decreased by $1.4 million from $2.1 million for the six months ended
June 30, 2020 to $617 thousand for the same period in 2021.
Interest Income:
Interest income increased to $8.2 million for the six months ended June 30,
2021, compared with $6.2 million for the year six months June 30, 2020. The
average yield on the earning assets decreased 51 basis points on an annualized
basis from 4.53% for the six months ended June 30, 2020 to 4.02% for the six
months ended June 30, 2021. This decrease in rates was more than offset by the
growth in average balance of earning assets which increased $134.5 million to
$409.1 million for the six months ended June 30, 2021 compared to $274.6 million
for the comparable period in 2020. In general, the Company experienced a
decrease in most all rates on earning assets as a result of the Federal Reserve
decreasing the range for the Fed Funds target rate to 0% to 0.25% as of
March 31, 2020. This rate reduction along with increased competition for loan
originations has resulted in new loans originated since June 30, 2020,
generally, earning a lower percentage of interest compared to the loan portfolio
existing at June 30, 2020.

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Interest Expense:
Interest expense decreased by $532 thousand or 27.9% to $1.4 million for the six
months ended June 30, 2021, compared to $1.9 million for the six months ended
June 30, 2020. The decrease in interest expense was primarily due to the
decrease in rates paid on interest bearing liabilities, which decreased 87 basis
points on an annualized basis from 1.73% for the six months ended June 30, 2020
to 0.86% for the six months ended June 30, 2021. This decrease in rates was
partially offset by an increase in average balances of interest bearing
liabilities, which increased $98.5 million to $320.1 million for the six months
ended June 30, 2021 compared to $221.6 million for the comparative period in
2020. While the aforementioned lower interest rate environment has helped the
Company reduce overall cost of funds, the evolution of our business has also
played a role in this reduction of cost. As the Company continues to grow and
mature, we have been able to continue to foster customer relationships that grow
core deposits and decrease its reliance upon higher cost time deposits. As a
result, the average balance in money market demand deposits grew by
$54.8 million for the six months ended June 30, 2021 compared to the same period
in 2020, while reducing the interest rate on these deposits by 64 basis points
over that same period. Additionally, the average balance of noninterest bearing
deposits grew by $28.2 million for the six months ended June 30, 2021 compared
to the same period in 2020.
Provision for Loan Losses:
The provision for loan losses decreased by $1.4 million from $2.1million for the
six months ended June 30, 2020 to $617 thousand for the six months ended
June 30, 2021. During the six months ended June 30, 2020, management adjusted
certain qualitative factors in the calculation of its provision for loan losses
to account for the uncertain impact of
COVID-19
on economic conditions and borrowers' ability to repay loans, resulting in an
increased provision during the first half of 2020.
The provision for the first six months of 2021 of $617 thousand is the result of
our normal allowance for loan loss process which considers current quarter loan
growth as well as the risk ratings of loans within its loan portfolio among
other factors. The current economic outlook for the U.S. economy appears to
continue its recovery from the negative impact caused by the global pandemic.
Despite this continued recovery, management noted that certain aspects of the
recovery such as unemployment data, has shown a lag to expectation, indicating
that the recovery is occurring slower than initially anticipated. As such, the
Company has not reduced its loss factors related to the
COVID-19
pandemic during the six months ended June 30, 2021.
The Company completes a comprehensive quarterly evaluation to determine its
provision for loan losses. The evaluation reflects analyses of individual
borrowers and historical loss experience, and changes in net loan balances,
supplemented as necessary by credit judgment that considers observable trends,
conditions, and other relevant environmental and economic factors.
Refer to Note 4 of the Notes to the Consolidated Financial Statement for
additional details on the provision for loan losses.
Non-interest
Income:
Non-interest
income increased by $72 thousand to $269 thousand for the six months ended
June 30, 2021, from the $197 thousand recognized during the same period of 2020.
The increase was the result of growth in fee income and service charges on
deposit accounts for the six months ended June 30, 2021 compared to the same
period 2020.
Non-interest
Expenses:
Non-interest
expenses increased $1.7 million or 36.4%, from $4.6 million for the six months
ended June 30, 2020, to $6.2 million for the six months ended June 30, 2021. The
increase was largely due to: (1) an increase of $809 thousand in compensation
and employee benefit expenses primarily due to increased employee headcount, and
annual salary increases and incentives; and (2) $560 thousand of merger expenses
incurred in conjunction with our merger with GNB Financial Services, Inc.
Income Tax Benefit:
Income tax benefit for the six months ended June 30, 2021 totaled $3.0 million
compared to $0 for the same period in 2020. During the first quarter of 2021,
the Company determined based on its recent results of operations over the
previous six months coupled with its forecasted net income over the next 36
months, that it is more likely than not that the Company will be able to fully
recognize its deferred tax asset prior to the end of its useful life. Please
refer to Note 8 to the Consolidated Financial Statements as of June 30, 2021 for
further discussion of our evaluation. Resultantly, at March 31, 2021, the
Company fully reversed the deferred tax asset valuation allowance that had been
previously recorded. This reversal along with the recording of current income
tax expense, resulted in an income tax benefit for the first half of 2021. In
the comparable period of 2020, the Company had recorded a full valuation
allowance against its deferred tax asset given its history of operating losses
and uncertainty surrounding its ability to generate future net income, resulting
in no income tax expense or benefit.

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Analysis of Net Interest Income
Net interest income represents the difference between the interest the Company
earns on its interest-earning assets, such as loans and investment securities,
and the expense the Company pays on interest-bearing liabilities, such as
deposits and borrowings. Net interest income depends on both the volume of our
interest-earning assets and interest-bearing liabilities and the interest rates
the Company earns or pays on them.
Average Balances, Interest and Average Yields:
The following table sets forth certain information relating to average balance
sheets and reflects the average annualized yield on interest-earning assets and
average annualized cost of interest-bearing liabilities, interest earned and
interest paid for the periods indicated. Such yields and costs are derived by
dividing income or expense by the average balance of interest-earning assets or
interest-bearing liabilities, respectively, for the periods presented. Average
balances are derived from daily balances over the periods indicated. The average
balances for loans are net of allowance for loan losses, but include
non-accrual
loans. The loan yields include net amortization of certain deferred fees and
costs that are considered adjustments to yields.

                                                                  For the Six Months Ended June 30,
                                                          2021                                          2020
(Dollars in thousands)                   Avg Bal       Interest      Yield/Rate        Avg Bal       Interest      Yield/Rate
Int. Earn. Cash                         $  23,920     $       11            0.09 %    $  40,617     $      123            0.61 %
Investments                                 5,495             55            2.01 %        8,900             78            1.76 %

Total Cash Equiv. and Investments          29,415             66            0.45 %       49,517            201            0.82 %
Total Loans                               379,713          8,097            4.30 %      225,101          5,981            5.34 %

Total Earning Assets                      409,128          8,163            4.02 %      274,618          6,182            4.53 %
Other Assets                               12,822                                         9,640

Total Assets                            $ 421,950                                     $ 284,258

Interest bearing demand                 $  21,267     $       17            0.16 %    $   8,263     $        8            0.21 %
Money market demand                       116,845            202            0.35 %       62,049            305            0.99 %
Time deposits                             124,681            564            0.91 %      114,284          1,488            2.62 %
Total Borrowings                           57,276            589            2.08 %       37,005            103            0.56 %

Total Interest-Bearing Liabilities        320,069          1,372            0.86 %      221,601          1,904            1.73 %
Non Int Bearing Deposits                   54,648                                        26,433

Total Cost of Funds                     $ 374,717     $    1,372            0.74 %    $ 248,034     $    1,904            1.54 %
Other Liabilities                           4,546                                           844

Total Liabilities                       $ 379,263                                     $ 248,878

Equity                                  $  42,687                                     $  35,380

Total Liabilities & Equity              $ 421,950                                     $ 284,258

Net Interest Income                                   $    6,791                                    $    4,278

Net Interest Spread                                                         3.29 %                                        2.98 %

Net Interest Margin                                                         3.35 %                                        3.13 %




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Rate/Volume Analysis
The following table reflects the sensitivity of the Company's interest income
and interest expense to changes in volume and in yields on interest-earning
assets and costs of interest-bearing liabilities during the periods indicated.

                                                                                  Six Months Ended
                                                                               June 30, 2021 vs. 2020
                                                                            Increase (Decrease) Due To:
                                          (Dollars in thousands)          Rate          Volume          Net
Interest Income:
Int. Earn. Cash                                                        $      (62 )     $   (51 )     $  (113 )
Investments                                                                     7           (30 )         (23 )
Total Loans                                                                (2,023 )       4,140         2,117

Total Earning Assets                                                       (2,078 )       4,059         1,981
Interest Expense:
Interest bearing demand                                                        (5 )          13             8
Money market demand                                                          (370 )         267          (103 )
Time deposits                                                              (1,054 )         131          (923 )
Total Borrowings                                                              431            55           486

Total Interest-Bearing Liabilities                                           (998 )         466          (532 )
Change in Net Interest Income                                          $   

(1,080 ) $ 3,593 $ 2,513





Liquidity, Commitments, and Capital Resources
The Company's liquidity, represented by cash and due from banks, is a product of
our operating, investing and financing activities. The Company's primary sources
of funds are deposits, principal repayments of securities and outstanding loans,
and funds provided from operations. In addition, the Company invests excess
funds in short-term interest-earnings assets such as overnight deposits or U.S.
agency securities, which provide liquidity to meet lending requirements. While
scheduled payments from the amortization of loans and securities and short-term
investments are relatively predictable sources of funds, general interest rates,
economic conditions and competition greatly influence deposit flows and
repayments on loans and mortgage-backed securities.
The Company strives to maintain sufficient liquidity to fund operations, loan
demand and to satisfy fluctuations in deposit levels. The Company is required to
have enough investments that qualify as liquid assets in order to maintain
sufficient liquidity to ensure safe and sound banking operations. Liquidity may
increase or decrease depending upon the availability of funds and comparative
yields on investments in relation to the return on loans. Our attempts to
maintain adequate but not excessive liquidity, and liquidity management is both
a daily and long-term function of the Company's business management. We manages
our liquidity in accordance with a board of directors-approved asset liability
policy, which is administered by the Company's asset-liability committee
("ALCO"). ALCO reports interest rate sensitivity, liquidity, capital and
investment-related matters on a quarterly basis to the Company's board of
directors.
The Company reviews cash flow projections regularly and updates them in order to
maintain liquid assets at levels believed to meet the requirements of normal
operations, including loan commitments and potential deposit outflows from
maturing certificates of deposit and savings withdrawals. Certificates of
deposit due within one year of June 30, 2021, totaled $109.8 million, or 82.1%
of our certificates of deposit, and 29.5% of total deposits. If these deposits
do not remain with us, we will be required to seek other sources of funds,
including other deposits and FHLB advances. Depending on market conditions, we
may be required to pay higher rates on such deposits or borrowings than we
currently pay. We believe, however, based on past experience that a significant
portion of such deposits will remain with us. We have the ability to attract and
retain deposits by adjusting the interest rates offered. While deposits are the
Company's primary source of funds, when needed the Companyis also able to
generate cash through borrowings from the Federal Home Loan Bank of Pittsburgh
("FHLB"). At June 30, 2021, the Company had remaining available capacity with
FHLB, subject to certain collateral restrictions, of $132.8 million.

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Consistent with the Company's goals to operate as a sound and profitable
financial institution, the Company actively seeks to maintain its status as a
well-capitalized institution in accordance with regulatory standards. As of
June 30, 2021 and December 31, 2020, the Company met the capital requirements to
be considered "well capitalized." See Note 12 within the Notes to the
Consolidated Financial Statements for more information regarding our capital
resources.
Off-Balance
Sheet Arrangements and Contractual Obligations
See Note 10 within the Notes to the Consolidated Financial Statements beginning
for more information regarding the Company's
off-balance
sheet arrangements.
For disclosures of the Company's future obligations under operating leases,
please see Note 11 within the Notes to the Consolidated Financial Statements.
For disclosures of the Company's contractual obligations related to certificates
of deposits, please see Note 5 within the Notes to the Consolidated Financial
Statements.
Critical Accounting Policies
It is management's opinion that accounting estimates covering certain aspects of
the Company's business have more significance than others due to the relative
importance of those areas to overall performance, or the level of subjectivity
required in making such estimates. See Note 1 of the Notes to the Consolidated
Financial Statements for our accounting policies.
Recently Issued Accounting Standards
Recently issued accounting standards are included in Note 1 of the Notes to the
Consolidated Financial Statements.
Item

3. Quantitative and Qualitative Disclosure About Market Risk Not required for smaller reporting companies. Item



4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of
the design and operation of the Company's disclosure controls and procedures (as
defined in Rule
13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of
June 30, 2021.
Based upon that evaluation, the Company's Chief Executive Officer and Chief
Financial Officer concluded that, as of the end of the period covered by this
Report on Form
10-Q,
the Company's disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reportin
g
There were no changes in the Company's internal control over financial reporting
that occurred during the quarter ended June 30, 2021, that materially affected,
or are reasonably likely to materially affect, the Company's internal control
over financial reporting.

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