CONDITION AND RESULTS OF OPERATIONS





       CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS AND RATES (UNAUDITED)



                                       (Fully taxable equivalent basis in thousands of dollars)
                                                          YEAR-TO-DATE AS OF
                                       June 30, 2021                                 June 30, 2020
                          Average                         Average        Average                      Average
                          Balance          Interest         Rate         Balance       Interest         Rate
ASSETS
Interest earning
deposits                $    47,635       $       26           0.11 %   $  30,933     $       70           0.45 %
Investment securities
(1) (2) (3)                 166,257            1,847           2.22 %     139,547          1,882           2.70 %
Loans (1) (2) (3)           527,452           11,972           4.56 %     515,887         11,824           4.59 %
Total
interest-earning
assets                      741,344       $   13,845           3.75 %     686,367     $   13,776           4.02 %
Cash and due from
banks                         7,995                                         7,509
Bank premises and
equipment                    11,513                                        11,886
Other assets                 43,344                                        38,544
Total
non-interest-earning
assets                       62,852                                        57,939
Total assets            $   804,196                                     $ 744,306
LIABILITIES AND
SHAREHOLDERS' EQUITY
Interest-bearing
demand deposits         $   248,157       $      301           0.24 %   $ 217,123     $      761           0.70 %
Savings                     139,187               60           0.09 %     114,325             56           0.10 %
Time                         83,652              479           1.15 %     134,793          1,162           1.73 %
Total
interest-bearing
deposits                    470,996              840           0.36 %     466,241          1,979           0.85 %
Other borrowings             15,388               62           0.82 %      25,872            182           1.40 %
Subordinated debt             5,155               43           1.68 %       5,155             68           2.63 %
Total
interest-bearing
liabilities                 491,539       $      945           0.39 %     497,268     $    2,229           0.90 %
Demand deposits             216,481                                       154,483
Other liabilities            14,241                                        15,778
Shareholders' equity         81,935                                        76,777
Total liabilities and
shareholders' equity    $   804,196                                     $ 744,306
Net interest income                       $   12,900                                  $   11,547
Net interest rate
spread (4)                                                     3.36 %                                      3.12 %
Net interest margin
(5)                                                            3.49 %                                      3.37 %
Ratio of
interest-earning
assets to
interest-bearing
liabilities                                                    1.51                                        1.38



(1) Includes both taxable and tax-exempt loans and investment securities.

(2) The amounts are presented on a fully taxable equivalent basis using the

statutory rate of 21% in 2021 and 2020 and have been adjusted to reflect the

effect of disallowed interest expenses related to carrying tax-exempt assets.

The tax equivalent income adjustment for loans and investment securities was

$7,000 and $284,000, respectively, for June 30, 2021, and $3,000 and

$225,000, respectively, for June 30, 2020.

(3) Average balance outstanding includes the average amount outstanding of all

non-accrual investment securities and loans. Investment securities consist of

average total principal adjusted for amortization of premium and accretion of

discount and includes both taxable and tax-exempt securities. Loans consist

of average total loans, including loans held for sale, less average unearned

income.

(4) Interest rate spread represents the difference between the yield on earning

assets and the rate paid on interest-bearing liabilities.




(5) Net interest margin is calculated by dividing net interest income by total
    interest-earning assets.




                                       28

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       CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS AND RATES (UNAUDITED)



                                                                    (Fully

taxable equivalent basis in thousands of dollars)


                                                                                     QUARTER-TO-DATE AS OF
                                              June 30, 2021                              March 31, 2021                             June 30, 2020
                                   Average                      Average       Average                      Average       Average                      Average
                                   Balance       Interest        Rate         Balance       Interest        Rate         Balance       Interest        Rate
ASSETS
Interest earning deposits         $  63,161     $       16          0.10 %  

$ 31,937 $ 10 0.13 % $ 45,708 $ 14

   0.12 %
Investment securities (1) (2)
(3)                                 170,770            931          2.18 %     161,695            916          2.27 %     144,125            955          2.64 %
Loans (1) (2) (3)                   513,067          5,824          4.55 %     541,996          6,148          4.57 %     525,913          5,768          4.39 %
Total interest-earning assets       746,998     $    6,771          3.63 %     735,628     $    7,074          3.87 %     715,746     $    6,737          3.77 %
Cash and due from banks               8,134                                      7,853                                      7,466
Bank premises and equipment          11,405                                     11,623                                     12,161
Other assets                         41,843                                     44,863                                     39,431
Total non-interest-earning
assets                               61,382                                     64,339                                     59,058
Total assets                      $ 808,380                                  $ 799,967                                  $ 774,804
LIABILITIES AND SHAREHOLDERS'
EQUITY
Interest-bearing demand
deposits                          $ 248,302     $      143          0.23 %   $ 248,010     $      158          0.26 %   $ 218,889     $      331          0.61 %
Savings                             143,857             32          0.09 %     134,465             28          0.08 %     116,666             29          0.10 %
Time                                 76,142            191          1.01 %      91,244            288          1.28 %     135,677            523          1.54 %
Total interest-bearing deposits     468,301            366          0.31 %     473,719            474          0.41 %     471,232            883          0.75 %
Other borrowings                     12,696             24          0.76 %      18,112             38          0.85 %      29,723             94          1.26 %
Subordinated debt                     5,155             21          1.63 %       5,155             22          1.73 %       5,155             27          2.12 %
Total interest-bearing
liabilities                         486,152     $      411          0.34 %     496,986     $      534          0.44 %     506,110     $    1,004          0.80 %
Demand deposits                     226,680                                    206,168                                    177,055
Other liabilities                    13,278                                     15,217                                     17,679
Shareholders' equity                 82,270                                     81,596                                     73,960
Total liabilities and
shareholders' equity              $ 808,380                                  $ 799,967                                  $ 774,804
Net interest income                             $    6,360                                 $    6,540                                 $    5,733
Net interest rate spread (4)                                        3.29 %                                     3.43 %                                     2.97 %
Net interest margin (5)                                             3.41 %                                     3.58 %                                     3.21 %
Ratio of interest-earning
assets to interest-bearing
liabilities                                                         1.54                                       1.48                                       1.41



(1) Includes both taxable and tax-exempt loans and investment securities.

(2) The amounts are presented on a fully taxable equivalent basis using the

statutory rate of 21% in 2021 and 2020 and have been adjusted to reflect the

effect of disallowed interest expenses related to carrying tax-exempt assets.

The tax equivalent income adjustment for loans and investment securities was

$4,000 and $145,000, respectively, for June 30, 2021, $3,000 and $139,000,

respectively, for March 31, 2021; and $1,000 and $118,000, respectively, for

June 30, 2020.

(3) Average balance outstanding includes the average amount outstanding of all

non-accrual investment securities and loans. Investment securities consist of

average total principal adjusted for amortization of premium and accretion of

discount and includes both taxable and tax-exempt securities. Loans consist

of average total loans, including loans held for sale, less average unearned

income.

(4) Interest rate spread represents the difference between the yield on earning

assets and the rate paid on interest-bearing liabilities.




(5) Net interest margin is calculated by dividing net interest income by total
    interest-earning assets.




                                       29

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                 SELECTED FINANCIAL DATA FOR THE QUARTER ENDED

       (In thousands of dollars, except for ratios and per share amounts)



                                           June 30,       March 31,       December 31,        September 30,      June 30,
Unaudited                                    2021            2021             2020                2020             2020

SUMMARY OF OPERATIONS
Total interest income                      $   6,622      $    6,932     $        6,873      $         6,671     $   6,618
Total interest expense                          (411 )          (534 )             (712 )               (868 )      (1,004 )
NET INTEREST INCOME (NII)                      6,211           6,398              6,161                5,803         5,614
Provision for loan losses                          -               -                  -                 (525 )        (450 )
NII after loss provision                       6,211           6,398              6,161                5,278         5,164
Investment securities gains                      (15 )            71                122                    -            18
Mortgage banking gains                           714             800              1,119                1,281           900
Other income                                     766             913              1,127                  684           797
Total non-interest expense                    (5,382 )        (4,935 )           (5,195 )             (4,721 )      (4,578 )
Income before tax expense                      2,294           3,247              3,334                2,522         2,301
Federal income tax expense                       297             481                536                  360           369
Net income                                 $   1,997      $    2,766     $  

2,798 $ 2,162 $ 1,932



PER COMMON SHARE DATA (1)
Earnings per share, basic and diluted      $    0.48      $     0.66     $         0.67      $          0.51     $    0.47
Book value                                     19.55           19.25              19.18                18.51         17.94
Cash dividends declared per share               0.15            0.19               0.14                 0.14          0.14

BALANCE SHEET DATA
Assets                                     $ 792,998      $  791,705     $      821,305      $       811,625     $ 780,017
Investments                                  174,344         170,174            170,906              170,608       165,957
Loans                                        491,986         518,618            556,760              534,146       528,097
Allowance for loan losses                      5,979           6,020              6,019                6,045         5,520
Deposits                                     677,633         680,311            700,510              680,640       648,417
Borrowings                                    18,052          16,948             24,643               37,243        39,483
Shareholders' equity                          83,223          81,096             81,005               78,148        75,772

AVERAGE BALANCES
Assets                                     $ 808,380      $  799,967     $      801,923      $       809,834     $ 774,804
Investments                                  170,770         161,695            167,133              161,975       144,125
Loans                                        508,978         535,597            541,319              530,704       521,447
Deposits                                     694,981         679,887            678,781              677,948       648,287
Borrowings                                    17,851          23,267             27,837               37,842        34,878
Shareholders' equity                          82,270          81,596             78,733               77,048        73,960

ASSET QUALITY RATIOS
Net (charge-offs) recoveries               $     (41 )    $        1     $          (26 )    $             -     $     (17 )
Net (charge-offs) recoveries as a
percentage of average total loans              (0.03 )%            - %            (0.02 )%                 - %       (0.01 )%
Loans 30 days or more beyond their
contractual due date as a percent of
total loans                                     0.39 %          0.37 %             0.27 %               0.36 %        0.38 %
Nonperforming loans                        $   6,941      $    7,876     $        7,628      $         7,746     $   7,918
Total nonperforming assets                 $   6,941      $    7,876     $        7,628      $         7,746     $   7,918
Nonperforming assets as a percentage of:
Total assets                                    0.88 %          0.99 %             0.93 %               0.95 %        1.02 %
Equity plus allowance for loan losses           7.78            9.04               8.77                 9.20          9.74
Tier I capital                                  8.23            9.49               9.40                 9.82         10.26

FINANCIAL RATIOS
Return on average equity                        9.71 %         13.56 %            14.22 %              11.22 %       10.45 %
Return on average assets                        0.99            1.38               1.40                 1.07          1.00
Efficiency ratio                               68.65           59.80              60.79                59.72         61.62
Effective tax rate                             12.95           14.81              16.08                14.27         16.04
Net interest margin                             3.41            3.58               3.40                 3.17          3.21



(1) Basic earnings per common share are based on weighted average shares

outstanding. Diluted earnings per share is after consideration of common


    stock equivalents. Cash dividends per common share are based on actual
    dividends declared. Book value per common share is based on shares
    outstanding at each period end.




                                       30

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Financial Review



The following is management's discussion and analysis of the financial condition
and results of operations of Cortland Bancorp (the Company). The discussion
should be read in conjunction with the Consolidated Financial Statements and
related notes and summary financial information included elsewhere in this
quarterly report.



Note Regarding Forward-looking Statements





The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. In addition to historical information, certain
information included in this discussion and other material filed or to be filed
by the Company with the Securities and Exchange Commission (as well as
information included in oral statements or other written statements made or to
be made by the Company) may contain forward-looking statements that involve
risks and uncertainties. The words "believes," "expects," "may," "will,"
"should," "projects," "contemplates," "anticipates," "forecasts," "intends," or
similar terminology identify forward-looking statements. These statements
reflect management's beliefs and assumptions, and are based on information
currently available to management.



Economic circumstances, the Company's operations and actual results could differ
significantly from those discussed in any forward-looking statements. Some of
the factors that could cause or contribute to such differences are changes in
the economy and interest rates either nationally or in the Company's market
area, including the impact of the impairment of securities; political actions,
including failure of the United States Congress to raise the federal debt
ceiling or the imposition of changes in the federal budget; changes in customer
preferences and consumer behavior; increased competitive pressures or changes in
either the nature or composition of competitors; changes in the legal and
regulatory environment; changes in factors influencing liquidity, such as
expectations regarding the rate of inflation or deflation, currency exchange
rates, and other factors influencing market volatility; changes in assumptions
underlying the establishment of reserves for possible loan losses, reserves for
repurchase of mortgage loans sold and other estimates; and risks associated with
other global economic activity caused by infectious disease outbreaks, including
the recent outbreak of coronavirus, or COVID-19, and the significant impact that
such outbreak has had and may have on our growth, operations, earnings and asset
quality along with global political and financial factors.



While actual results may differ significantly from the results discussed in the
forward-looking statements, the Company undertakes no obligation to update
publicly any forward-looking statement for any reason, even if new information
becomes available.





Recent Developments



Business Combination



On June 22, 2021, the Company entered into an agreement and plan of merger with
Farmers National Banc Corp ("Farmers"), wherein The Cortland Savings and Banking
Company will merge with and into The Farmers National Bank of Canfield, a wholly
owned subsidiary of Farmers. This transaction is subject to receipt of Cortland
shareholder approval and customary regulatory approvals and is expected to close
during the fourth quarter of 2021.



Pursuant to the terms of the Merger Agreement each common share, without par
value, of Cortland shares issued and outstanding will have the right to receive,
without interest, $28.00 in cash or 1.75 common shares of Farmers, without par
value. Shares converted to Farmers common shares are limited to 75% of the
number of Cortland common shares outstanding.



Impact of COVID-19



Each item listed below materially affects the comparability of our results of
operations for the three and six months ended June 30, 2021 and 2020, and our
financial condition as of June 30, 2021 and December 31, 2020, and may affect
the comparability of financial information we report in future fiscal periods.



The progression of the COVID-19 pandemic in the United States has had an adverse
impact on our financial condition and results of operations as of and for the
six months ended June 30, 2021, and can be expected to have a complex and
significant adverse impact on the economy, the banking industry and our Company
in future fiscal periods, all subject to a high degree of uncertainty.



Effects on Our Market Areas. Our commercial and consumer banking products and
services are offered primarily in Ohio, where individual and governmental
responses to the COVID-19 pandemic led to a broad curtailment of economic
activity beginning in March 2020. In Ohio, the Governor ordered schools to close
through the remainder of the school year and ordered many retail establishments
to close and imposed limitations on gathering sizes through May 31, 2020. The
Bank remained open during these orders because banks have been identified as
essential services, but serving its customers through its drive-ups and Video
Teller Machines and in all of its branch offices by appointment only. Beginning
in June, the Governor began opening up business in various phases in order to
improve economic conditions. At that time, the Bank opened six of its thirteen
branches but continued to operate only drive-up services at the others. All
branches closed their lobbies again in November 2020 as the virus peaked again.
Reopening occurred on February 5, 2021.



Each state has experienced an increase in unemployment levels as a result of the
curtailment of business activities, rising from an average of 4.1 percent in
Ohio in January 2020 to an average of 17.6 percent in April 2020, according to
the Bureau of Labor Statistics. The Ohio unemployment rate in
June 2021 was 5.0%.



To date, many of the public health and economic effects of COVID-19 have been concentrated in large cities, such as New York City and Miami, but, as suspected, similar effects have occurred on a more delayed basis in smaller cities and communities, where our banking operations are primarily focused.


                                       31
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Policy and Regulatory Developments. Federal, state and local governments and
regulatory authorities have enacted and issued a range of policy responses to
the COVID-19 pandemic, including the following:



• The Federal Reserve decreased the range for the federal funds target rate by

0.50% on March 3, 2020, and by another 1.0% on March 16, 2020, reaching a

range of 0.0 - 0.25%, and has maintained this range through June 30, 2021.

• On March 27, 2020, President Trump signed the Coronavirus Aid, Relief and

Economic Security Act ("CARES Act") which established a $2.0 trillion economic

stimulus package, including cash payments to individuals, supplemental

unemployment insurance benefits and a $349 billion loan program administered

through the SBA, referred to as the paycheck protection program ("PPP"). Under

the PPP, small businesses, sole proprietorships, independent contractors and

self-employed individuals may apply for loans from existing SBA lenders and

other approved regulated lenders that enroll in the program, subject to

numerous limitations and eligibility criteria. The Bank is participating as a

lender in the PPP. On or about April 16, 2020, the SBA notified lenders that

the $349 billion earmarked for the PPP was exhausted. On April 24, 2020, an

additional $310 billion in funding for PPP loans was authorized, with such

funds available for PPP loans beginning on April 27, 2020. In addition, the

CARES Act provides financial institutions the option to temporarily suspend

certain requirements under GAAP related to TDRs for a limited period of time

to account for the effects of COVID-19.

• On April 7, 2020, federal banking regulators issued a revised Interagency

Statement on Loan Modifications and Reporting for Financial Institutions,

which, among other things, encouraged financial institutions to work prudently

with borrowers who are or may be unable to meet their contractual payment

obligations because of the effects of COVID-19, and stated that institutions

generally do not need to categorize COVID-19-related modifications as TDRs and

that the agencies will not direct supervised institutions to automatically

categorize all COVID-19 related loan modifications as TDRs.

• On April 9, 2020, the Federal Reserve announced additional measures aimed at

supporting small and midsized business, as well as state and local governments

impacted by COVID-19. The Federal Reserve announced the Main Street Business

Lending Program, which establishes two new loan facilities intended to

facilitate lending to small and midsized businesses: (1) the Main Street New

Loan Facility (MSNLF), and (2) the Main Street Expanded Loan Facility (MSELF).

MSNLF loans are unsecured term loans originated on or after April 8, 2020,

while MSELF loans are provided as upsized tranches of existing loans

originated before April 8, 2020. The combined size of the program will be up

to $600 billion. The program is designed for businesses with up to 10,000

employees or $2.5 billion in 2019 revenues. To obtain a loan, borrowers must

confirm that they are seeking financial support because of COVID-19 and that

they will not use proceeds from the loan to pay off debt. The Federal Reserve

also stated that it would provide additional funding to banks offering PPP

loans to struggling small businesses. Lenders participating in the PPP will be

able to exclude loans financed by the facility from their leverage ratio. In

addition, the Federal Reserve created a Municipal Liquidity Facility to

support state and local governments with up to $500 billion in lending, with

the Treasury Department backing $35 billion for the facility using funds

appropriated by the CARES Act. The facility will make short-term financing

available to cities with a population of more than one million or counties

with a population of greater than two million. The Federal Reserve expanded

both the size and scope its Primary and Secondary Market Corporate Credit

Facilities to support up to $750 billion in credit to corporate debt

issuers. This will allow companies that were investment grade before the onset

of COVID-19 but then subsequently downgraded after March 22, 2020 to gain

access to the facility. Finally, the Federal Reserve announced that its Term

Asset-Backed Securities Loan Facility will be scaled up in scope to include

the triple A-rated tranche of commercial mortgage-backed securities and newly

issued collateralized loan obligations. The size of the facility is $100

billion.

• On January 11, 2021, the window opened for a second round of PPP loans,

allotting $285 billion to small businesses. The Bank participated as a lender

and had until March 31, 2021 to submit loans on behalf of its customers.






Effects on Our Business. We currently expect that the COVID-19 pandemic and the
specific developments referred to above could have a significant impact on our
business. In particular, we anticipate that a significant portion of the Bank's
borrowers in the hotel industry will continue to endure significant economic
distress, which has caused, and may continue to cause, them to draw on their
existing lines of credit and adversely affect their ability to repay existing
indebtedness, and is expected to adversely impact the value of collateral. These
developments, together with economic conditions generally, are also expected to
impact our commercial real estate portfolio, particularly with respect to real
estate with exposure to this industry and the value of certain collateral
securing our loans. As a result, we anticipate that our financial condition,
capital levels and results of operations could be adversely affected, as
described in further detail below.



Our Response. We have taken numerous steps in response to the COVID-19 pandemic, including the following:

• We are actively working with loan customers to monitor loan modification

terms. (See below)

• We continue to promote our digital banking options through our website.

Customers are encouraged to utilize online and mobile banking tools, and our

customer service and retail departments are fully staffed and available to


    assist customers remotely.




                                       32

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• We are a participating lender in the PPP. We believe it is our responsibility

as a community bank to assist the SBA in the distribution of funds authorized

under the CARES Act to our customers and communities, which we are carrying

out in a prudent and responsible manner. The Company approved 419 round one

PPP loans totaling $56.3 million for small businesses. The Small Business

Administration has forgiven $51.7 million of these loans as of June 30, 2021,

with the remaining expected to be forgiven in the third quarter of 2021.

During the first quarter of 2021, the Company approved $23.4 million to 227

small businesses in round two of the PPP loan program. Forgiveness of round

two loans is not expected until late 2021 or early 2022.

• No employees have been furloughed. Employees whose job responsibilities can be


    effectively carried out remotely worked from home, but have now phased in
    on-site.




Loan Modifications. As of June 30, 2021, we had 6 commercial loans aggregating
$15.6 million predominantly in the hotel industry, deferring principal and/or
interest for periods ranging from 90 to 180 days. All of these loans were
performing in accordance with their terms prior to modification, are currently
performing, and are in conformance with the guidelines of the CARES Act. Since
April 2020, 121 prior modifications aggregating $107 million have returned to
full payment status.



The effect of these modifications was captured in the evaluation of the
Allowance for Loan Losses. All of these loans are performing as of quarter end
and through this reporting; however, the future performance, specifically beyond
the term of the deferral, is uncertain. To recognize a credit allowance
commensurate with the existing risk, the Company assigned qualitative factors
onto each of the affected segmented balances for allowance purposes. Among the
data used to assign qualitative factors were the stress tests performed on each
of the five largest concentrations, the nature and length of the modifications,
and observations of the overall COVID impact to the specific industry including:



  • Whether the business experienced closure or just a curtailment

• Any impact of existing or potential government aid to the business/industry




  • The adaptability to alternative revenue production


  • Support of underlying collateral



These qualitative factors were based on current observations and could be materially different in future quarters. The longer the economy is operating in its current reduced capacity, the more severe the ultimate outcome is expected.





Liquidity and Capital Resources. As the stay-at-home orders played out in March
2020, the company began a liquidity preservation mode. With the growing pandemic
and all of the uncertainty of its affect on the economy, availability of future
liquidity came into question. In late March 2020 and early April 2020, the
Company accessed several of its wholesale funding sources in the aggregate of $8
million to begin building liquidity for cautionary purposes. Also during this
time period, the Federal Reserve announced the relaxation of the discount window
standards, encouraging member banks to utilize this borrowing resource at any
time. Additionally, the Federal Reserve created the Payroll Protection Program
Liquidity Facility ("PPPLF") designed to directly fund the PPP loans made
available to small businesses, essentially availing funding to the Company. In
addition to these federally sponsored programs, the State of Ohio also made
funds available through various programs.  The Company did not find it necessary
to utilize these programs to any material degree due to the significant deposit
growth experienced in 2020. There are no balances outstanding in any of the
programs. As of quarter-end June 2021, the Company has availability to its
unused wholesale capacity by policy of $167 million.



                                       33
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Analysis of Assets, Liabilities and Shareholders' Equity





Due to the seasonality of the loan and deposit balances in the year-end balance
sheet, a comparison of June 30, 2020 is included in the analysis of assets and
liabilities, in addition to the usual comparison to December 31, 2020. The
following table contains the loan and deposit balances referenced in the
discussions:



                                               (Amounts in thousands)
                                     June 30,       December 31,      June 30,
                                       2021             2020            2020
Loans:
Commercial                           $  80,864     $      132,419     $ 122,608
Commercial real estate                 301,910            317,537       296,690
Residential real estate                 81,448             79,169        80,651
Consumer - home equity                  24,205             24,062        24,300
Consumer - other                         3,559              3,573         3,848
Total loans                          $ 491,986     $      556,760     $ 528,097
Total earning assets                 $ 734,275     $      760,922     $ 723,578
Total assets                         $ 792,998     $      821,305     $ 780,017
Deposits:

Noninterest-bearing deposits $ 222,527 $ 198,499 $ 186,211 Interest-bearing demand deposits 389,434

            404,947       339,757
Time deposits                           65,672             97,064       122,449
Total deposits                       $ 677,633     $      700,510     $ 648,417

Total interest bearing liabilities $ 473,158 $ 526,654 $ 501,689






Earning assets are comprised of deposits at financial institutions, including
the Federal Reserve Bank, investment securities and loans. Earning assets were
$734.3 million at June 30, 2021, a decrease of 3.5% from the December 31, 2020
balance of $760.9 million. The decrease from December 31, 2020 was mainly due to
a decrease in loans of $64.8 million, an increase of $3.4 million in investment
securities available-for-sale and an increase in interest-earning deposits of
$38.0 million. Earning assets increased 1.5% from the June 30, 2020 balance of
$723.6 million, which was due mainly to an increase in interest-earning deposits
of $39.5 million, an increase in investment securities available-for-sale of
$8.4 million, and a decrease in loans of $36.1 million. Total assets of
$793.0 million at June 30, 2021 decreased by $28.3 million, or 3.4%, from the
asset total of $821.3 million at December 31, 2020, and increased $13.0 million,
or 1.7%, from the asset total of $780.0 million at June 30, 2020. See below for
further analysis of changes in loans.



At June 30, 2021, the investment securities available-for-sale portfolio was
$171.3 million compared to $167.9 million at December 31, 2020, an increase of
$3.4 million, or 2.0%. Investment securities available-for-sale represented
23.3% of earning assets at June 30, 2021, compared to 22.1% at December 31,
2020. As the Company manages its balance sheet for loan growth, asset mix,
liquidity and current interest rates and interest rate forecasts, the investment
portfolio is a primary source of liquidity and therefore can reflect variation
in balances accordingly. The investment securities available-for-sale portfolio
represented 25.3% and 24.0% of each deposit dollar at June 30, 2021 and December
31, 2020, respectively.



The investment securities available-for-sale portfolio had net unrealized gains,
net of tax, of $3.9 million at June 30, 2021 and net unrealized gains, net of
tax of $4.9 million at December 31, 2020. The decrease in unrealized gains is
reflective of the increase in certain interest rates during 2021 and its effect
on securities valuation.



Loans held for sale decreased by $3.4 million to $3.5 million at June 30, 2021
from $6.9 million at December 31, 2020, reflecting variation of the mortgage
loan processing and origination activity.



Total loans at June 30, 2021 were $492.0 million compared to $556.8 million at
December 31, 2020, an 11.6% decrease, and $528.1 million at June 30, 2020, a
6.8% decrease. Year-end loan balances included 60-day or less term commercial
loans totaling $24.1 million that closed in 2020 and were fully secured by
segregated deposit accounts with the Bank, and matured in the first quarter of
2021. Excluding these seasonal loans at December 31, 2020, total loans actually
decreased $40.7 million, or 7.6% through June 30, 2021 essentially representing
the PPP loan forgiveness. With falling interest rates, numerous commercial
customers paid off loan balances to take advantage of capital markets. In the
current and previous quarter, commercial loan payoffs totaled $19.9 million and
$12.0 million, respectively. Additionally, efforts from the lending staff have
shifted focus on servicing existing borrowers impacted by COVID-19 versus
prospecting for new loans. Total gross loans as a percentage of earning assets
stood at 67.0% as of June 30, 2021, 73.2% as of December 31, 2020, and 73.0% as
of June 30, 2020. The total loan-to-deposit ratio was 72.6% at June 30, 2021,
79.5% at December 31, 2020 and 81.4% June 30, 2020.



                                       34
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The allowance for loan losses of $6.0 million at June 30, 2021 and December 31,
2020, and $5.1 million at June 30, 2020 represented approximately 1.22% of
outstanding loans at June 30, 2021, 1.08% at December 31, 2020 and 1.05% at June
30, 2020. Excluding the fully guaranteed PPP loans, the allowance was 1.29% of
loans at June 30, 2021. The elevated level of the allowance is a reflection of
the effect of the COVID-19 pandemic on the borrowers of the Company. See
Analysis of Provision for Loan Losses.



During the first six months, loan charge-offs were $92,000 in 2021 compared to
$96,000 for the same period in 2020, while the recovery of previously
charged-off loans amounted to $52,000 in 2021 and $101,000 in 2020. This
resulted in net charge-offs of $40,000 in 2021 and net recoveries $5,000 in
2020, representing 2 basis points of average loans in 2021 and zero basis points
of average loans in 2020. Charge-offs of specific problem loans, as well as for
smaller balance homogeneous loans, are recorded periodically during the year.
The number of loan accounts and the amount of charge-offs associated with
account balances vary from period to period as loans are deemed uncollectible by
management. Nonaccrual loans were $1.4 million at June 30, 2021, $1.9 million at
December 31, 2020, and $2.1 million at June 30, 2020 or 0.3%, 0.3% and 0.4%,
respectively, of total loans.



Bank-owned life insurance had a cash surrender value of $21.4 million at June
30, 2021 and $21.2 million at December 31, 2020, comprising approximately 23.7%
and 24.3% of Tier 1 capital plus the allowance for loan losses for June 30,
2021 and December 31, 2020, respectively. Management may consider additional
insurance purchases not to exceed a 25% capital guideline.



Other assets decreased to $23.2 million at June 30, 2021 from $23.8 million at
December 31, 2020. As of June 30, 2021, a $4.8 million investment in partnership
funds is included in other assets compared to $5.1 million at December 31, 2020,
with an offsetting $1.6 million and $2.3 million, respectively, at June 30, 2021
and December 31, 2020 in other liabilities, which is the commitment to fund
these affordable housing investments. A partnership investment of $8.5 million
and $8.3 million into a privately managed pooled fund of small business
administration loans is included in other assets at June 30, 2021 and at
December 31, 2020, respectively. Both of these investments are intended to
satisfy Community Reinvestment Act requirements. Also included in other assets
is $2.6 million in fair value of commercial loan swaps at June 30, 2021 and
$4.0 million at December 31, 2020 with an equal amount in other liabilities.



Noninterest-bearing deposits measured $222.5 million at June 30, 2021 compared
to $198.5 million at December 31, 2020 and $186.2 million at June 30, 2020. Much
of the $24.0 million, or 12.1%, increase from year-end relates to government aid
to our customers in the form of PPP loans to commercial customers and stimulus
checks to consumers. Interest-bearing deposits decreased $46.9 million to
$455.1 million at June 30, 2021 from $502.0 million at December 31, 2020 and
decreased $7.1 million from $462.2 million at June 30, 2020. The decrease in
interest-bearing deposits from year end reflects segregated money market deposit
accounts with the Bank which fully collateralized $24.1 million in 60-day or
less term commercial loans that closed in 2020. The loans matured and the
deposits withdrew in the first quarter of 2021. Absent the collateral deposits,
interest-bearing deposits decreased $22.8 million, or 4.8%, during the first six
months of 2021, most of which was wholesale deposits no longer needed.



Federal Home Loan Bank advances and short-term borrowings decreased by
$6.6 million to $12.9 million at June 30, 2021 from $19.5 million at December
31, 2020, reflecting the Company's early payoff of $6 million. Management
continues to use short-term borrowings to bridge its current cash flow needs
resulting in variations from period to period. Wholesale deposits, when cheaper
than FHLB funds, are sometimes used in lieu of borrowings. Other liabilities
measured $14.1 million at June 30, 2021 and $15.1 million at December 31, 2020.
Included is the operating lease liability, the commitment to fund the affordable
housing investments and fair value of swaps described above.



The Company's total shareholders' equity measured $83.2 million at June 30, 2021
and $81.0 million on December 31, 2020. The Company's capital continues to meet
the requirements to be deemed well-capitalized under all regulatory measures.



Cash dividends of $0.34 per share were paid to shareholders in the first six
months of 2021 compared to $0.33 in cash dividends paid in the first six months
of 2020 (including a special dividend of $.05 in both periods). Cash dividends
of $0.15 per share and $0.14 per share were paid to shareholders in the second
quarters of 2021 and 2020.



Capital Resources



The Company and the Bank are subject to regulatory capital requirements
administered by federal banking agencies. Capital adequacy guidelines and prompt
corrective action regulations involve quantitative measures of assets,
liabilities, and certain off-balance-sheet items calculated under regulatory
accounting practices. Capital amounts and classifications are also subject to
qualitative judgments by regulators about components, risk weightings, and other
factors, and the regulators can lower classifications in certain cases. Failure
to meet various capital requirements can initiate regulatory action that could
have a direct material effect on the financial statements.



The prompt corrective action regulations provide five categories, including well
capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized, and critically undercapitalized, although these terms are not
used to represent overall financial condition. If a bank is only adequately
capitalized, regulatory approval is required to, among other things, accept,
renew or roll-over brokered deposits. If a bank is undercapitalized, capital
distributions and growth and expansion are limited, and plans for capital
restoration are required.



                                       35

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The Board of Governors of the Federal Reserve Board and the FDIC approved the
final rules implementing the Basel Committee on Banking Supervision's capital
guidelines for U.S. banks (commonly known as Basel III). Under the final rules,
which began for the Company and the Bank on January 1, 2015 and were subject to
a phase-in period through January 1, 2019, minimum requirements increased for
both the quantity and quality of capital held by the Company and the Bank. The
rules include a new common equity Tier 1 capital to risk-weighted assets ratio
(CET1 ratio) of 4.5% and a capital conservation buffer of 2.5% of risk-weighted
assets, which when fully phased-in, effectively results in a minimum CET1 ratio
of 7.0%. Basel III raises the minimum ratio of Tier 1 capital to risk-weighted
assets from 4.0% to 6.0% (which, with the capital conservation buffer,
effectively results in a minimum Tier 1 capital ratio of 8.5% when fully
phased-in), effectively results in a minimum total capital to risk-weighted
assets ratio of 10.5% (with the capital conservation buffer fully phased-in),
and requires a minimum leverage ratio of 4.0%. Basel III also makes changes to
risk weights for certain assets and off-balance-sheet exposures. Management
expects that the capital ratios for the Company and the Bank under Basel III
will continue to exceed the well capitalized minimum capital requirements.



In September 2019, consistent with Section 201 of the Regulatory Relief Act, the
Federal Reserve Board, along with the other federal bank regulatory agencies,
issued a final rule, effective January 1, 2020, that gives community banks,
including the Company, the option to calculate a simple leverage ratio to
measure capital adequacy, if the community banks meet certain
requirements. Under the rule, a community bank is eligible to elect the
Community Bank Leverage Ratio (CBLR) framework if it has less than $10 billion
in total consolidated assets, limited amounts of certain trading assets and
liabilities, limited amounts of off-balance sheet exposures and a leverage ratio
greater than 9.0%. The final rule adopts tier 1 capital and the existing
leverage ratio into the CBLR framework. The tier 1 numerator takes into account
the modifications made in relation to the capital simplifications and current
expected credit loss (CECL) methodology transitions rules as of the compliance
dates of those rules. Qualifying institutions that elect to use the CBLR
framework (each, a CBLR Bank) and that maintain a leverage ratio of greater than
9.0% will be considered to have satisfied the risk based and leverage capital
requirements in the regulatory agencies' generally applicable capital rules and
to have met the well capitalized ratio requirements. Each CBLR Bank will not be
required to calculate or report risk based capital. A CBLR Bank may opt out of
the framework at any time, without restriction, by reverting to the generally
applicable risk based capital rule. The Company did not elect the option of
using the CBLR framework to measure capital adequacy as of June 30, 2021.



At June 30, 2021 and December 31, 2020, actual capital levels and minimum
required levels were:



                                                                     (Dollars in thousands)
                                                                  Minimum required             To be well-capitalized under
                                                                for capital adequacy             prompt corrective action
                                          Actual                      purposes                          regulations
June 30, 2021                       Amount       Ratio          Amount           Ratio           Amount               Ratio
CET1 capital (to risk-weighted
assets)
Company                            $ 79,331       14.11 %   $       25,306           4.5 %               N/A               N/A
Bank                                 76,110       13.61 %           25,156           4.5 %   $        36,337               6.5 %
Tier 1 capital (to risk-weighted
assets)
Company                              84,331       15.00 %           33,742           6.0 %               N/A               N/A
Bank                                 76,110       13.61 %           33,542           6.0 %            44,722               8.0 %
Total capital (to risk-weighted
assets)
Company                              90,394       16.07 %           44,989           8.0 %               N/A               N/A
Bank                                 88,173       15.77 %           44,722           8.0 %            55,903              10.0 %
Tier 1 capital (to average
assets)
Company                              84,331       10.49 %           32,147           4.0 %               N/A               N/A
Bank                                 76,110        9.51 %           32,011           4.0 %            40,014               5.0 %




                                       36

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                                                                     (Dollars in thousands)
                                                                  Minimum required             To be well-capitalized under
                                                                for capital adequacy             prompt corrective action
                                          Actual                      purposes                          regulations
December 31, 2020                   Amount       Ratio          Amount           Ratio           Amount               Ratio
CET1 capital (to risk-weighted
assets)
Company                            $ 76,138       13.15 %   $       26,054           4.5 %               N/A               N/A
Bank                                 72,671       12.62 %           25,912           4.5 %   $        37,428               6.5 %
Tier 1 capital (to risk-weighted
assets)
Company                              81,138       14.01 %           34,739           6.0 %               N/A               N/A
Bank                                 72,671       12.62 %           34,549           6.0 %            46,065               8.0 %
Total capital (to risk-weighted
assets)
Company                              87,241       15.07 %           46,319           8.0 %               N/A               N/A
Bank                                 84,774       14.72 %           46,065           8.0 %            57,581              10.0 %
Tier 1 capital (to average
assets)
Company                              81,138       10.20 %           31,816           4.0 %               N/A               N/A
Bank                                 72,671        9.18 %           31,679           4.0 %            39,599               5.0 %



The Company had $5.0 million of trust preferred securities at both June 30, 2021 and December 31, 2020 that qualified as Tier 1 capital. Refer to Note 7, "Subordinated Debt."

The Bank was categorized as "well capitalized" at June 30, 2021 and December 31, 2020.







                                       37

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Analysis of Net Interest Income





                                                          (Amounts in thousands)
                                              Three months ended            Six Months Ended
                                                   June 30,                     June 30,
                                              2021           2020          2021          2020
Net interest income                        $    6,211      $   5,614     $  12,609     $  11,319
Tax equivalent income adjustment for
investment securities                             145            118           284           225
Tax equivalent income adjustment for
loans                                               4              1             7             3
Net interest income on a fully taxable
equivalent basis                           $    6,360      $   5,733     $  12,900     $  11,547
Interest and dividends on investment
securities                                 $      786      $     837     $   1,563     $   1,657
Tax equivalent income adjustment for
investment securities                             145            118           284           225
Investment securities income on a fully
taxable equivalent basis                   $      931      $     955     $   1,847     $   1,882
Interest and fees on loans                 $    5,820      $   5,767     $  11,965     $  11,821
Tax equivalent income adjustment for
loans                                               4              1             7             3
Loan income on a fully taxable
equivalent basis                           $    5,824      $   5,768     $  11,972     $  11,824

Six Months Ended June 30, 2021 and 2020





Net interest income, the principal source of the Company's earnings, is the
amount by which interest and fees generated by interest-earning assets,
primarily loans and investment securities, exceed the interest cost of deposits
and borrowed funds. On a fully taxable equivalent basis, net interest income
measured $12.9 million for the six months ended June 30, 2021 and $11.5 million
for the six months ended June 30, 2020. The resulting net interest margin was
3.49% for June 30, 2021 and 3.37% for June 30, 2020.



The increase in interest income, on a fully taxable equivalent basis, of $69,000
is the product of an 8.0% year-over-year increase in average earning assets and
a 27 basis point decrease in yield. The decrease in interest expense of $1.3
million was a product of a 51 basis point decrease in rates paid and a 1.2%
decrease in average interest-bearing liabilities. The net result was a 11.7%
increase in net interest income on a fully taxable equivalent basis, and a
12 basis point increase in the Company's net interest margin on an asset base
that grew 8.0%.



On a fully taxable equivalent basis, income on investment securities decreased
by $35,000, or 1.9%. The average invested balances in these securities increased
by $26.7 million, or 19.1%, from the levels of a year ago. The increase in the
average balance of investment securities was accompanied by a 48 basis point
decrease in the tax equivalent yield of the portfolio. The increase in balances
is a result of investing excess liquidity relating to growing deposit balances
from pandemic-related aid. These investment purchases were made in a lower
interest rate environment, driving down the composite yield, but providing
income on otherwise sterile funds. The Company will continue attempting to
redeploy liquidity into loans which generate greater yields than securities,
thus sacrificing securities balances when beneficial.



On a fully taxable equivalent basis, income on loans increased by $148,000, or
1.3%, for the June 30, 2021 period compared to the same period in 2020. An
$11.6 million increase in the average balance of the loan portfolio, or 2.2%,
was accompanied by a 3 basis point decrease in the portfolio's tax equivalent
yield. The three rate decreases in the latter half of 2019 by the Federal Open
Market Committee (FOMC) aggregating to 75 basis points, in addition to the two
rate reductions in the first quarter of 2020 for another 150 basis points has
steadily pulled the offering rates of new loan production downward. Strong
competition for good credits has also applied downward pressure on offering
rates. Offsetting the effect of declining rates was the recognition of fees upon
forgiveness of PPP loans, providing $890,000 of income in 2021. The commercial
loan portfolio housed the majority of the net increase in balances mainly
consisting of PPP loans.



Other interest income decreased by $44,000, or 62.9%, from the same period a
year ago. The average balance of interest-earning deposits increased by
$16.7 million, or 54.0%. The yield decreased by 34 basis points from 2020 to
2021, reflecting the aggregate net decreases in the federal funds rate.
Management intends to remain fully invested, minimizing on-balance sheet
liquidity, but mindful of the possible reversal of recent deposit growth.



Average interest-bearing demand deposits and money market accounts increased by
$31.0 million, or 14.3%, for the six months ended June 30, 2021 compared to the
same period of 2020, while average savings balances increased by $24.9 million,
or 21.7%. The average rate paid on interest-bearing demand deposits and money
market accounts decreased 46 basis points from 2020 to 2021 to 0.24%, reflecting
the expiration of promotional specials offered during 2019 and 2020. The average
rate paid on savings accounts was 0.09% and 0.10% for the six months ended June
30, 2021 and 2020. The average balance of time deposit products decreased by
$51.1 million, or 37.9%, as the average rate paid decreased by 58 basis points,
from 1.73% to 1.15%. The current low-rate environment offers little opportunity
for time deposit customers, resulting in a shift into demand accounts. Time
deposits also include wholesale funds, generally brokered deposits, obtained at
generally higher rates than in-market accounts. Brokered deposits are one of
several borrowing sources, primarily used when rates therein are beneficial
versus other sources. Due to higher customer deposits, brokered and other
wholesale sources have been paid down as they mature.



Average borrowings and subordinated debt decreased by $10.5 million or 33.8%
while the average rate paid decreased by 58 basis points. As higher cost
borrowings matured, the borrowings that remained were at lower rates, and the
new borrowings were obtained at lower rates as well. Management continues to
utilize short-term borrowings to bridge liquidity gaps, along with wholesale
deposit alternatives. In the current low rate environment, wholesale and
borrowing rates can reprice lower, while deposit rates may show modest
decline. In October 2020, the Company utilized a portion of its excess liquidity
to pay off $8 million of advances from the FHLB and in March 2021 the Company
again paid off $6 million in advances to utilize a portion of its excess
liquidity. The average rate on the advances paid off in October 2020 was 2.62%,
and 0.78% in March 2021, both of which resulted in a reduction in the average
cost of borrowings prospectively.



Three Months Ended June 30, 2021 and 2020





Net interest income, the principal source of the Company's earnings, is the
amount by which interest and fees generated by interest-earning assets,
primarily loans and investment securities, exceed the interest cost of deposits
and borrowed funds. On a fully taxable equivalent basis, net interest income
measured $6.4 million for the quarter ended June 30, 2021 and $5.7 million for
the quarter ended June 30, 2020. The resulting net interest margin was 3.41% for
June 30, 2021 and 3.21% for June 30, 2020.



The increase in interest income, on a fully taxable equivalent basis, of $34,000
is the product of a 4.4% year-over-year increase in average earning assets and a
14 basis point decrease in yield. The decrease in interest expense of $593,000
was a product of a 46 basis point decrease in rates paid and a 3.9% decrease in
average interest-bearing liabilities. The net result was a 10.9% increase in net
interest income on a fully taxable equivalent basis, and a 20 basis point
increase in the Company's net interest margin on an asset base that grew 4.4%.



On a fully taxable equivalent basis, income on investment securities decreased
by $24,000, or 2.5%. The average invested balances in these securities increased
by $26.6 million, or 18.5%, from the levels of a year ago. The increase in the
average balance of investment securities was accompanied by a 46 basis point
decrease in the tax equivalent yield of the portfolio. The increase in balances
is a result of investing excess liquidity relating to growing deposit balances
from pandemic-related aid. These investment purchases were made in a lower
interest rate environment, driving down the composite yield, but providing
income on otherwise sterile funds. The Company will continue attempting to
redeploy liquidity into loans which generate greater yields than securities,
thus sacrificing securities balances when beneficial.



On a fully taxable equivalent basis, income on loans increased by $56,000, or
1.0%, for the June 30, 2021 period compared to the same period in 2020. A $12.8
million decrease in the average balance of the loan portfolio, or 2.4%, was
accompanied by a 16 basis point increase in the portfolio's tax equivalent
yield. The three rate decreases in the latter half of 2019 by the Federal Open
Market Committee (FOMC) aggregating to 75 basis points, in addition to the two
rate reductions in the first quarter of 2020 for another 150 basis points has
steadily pulled the offering rates of new loan production downward. Strong
competition for good credits has also applied downward pressure on offering
rates. However, fees recognized on PPP loan forgiveness of $390,000 more than
offset the effect of declining rates.



Other interest income increased by $2,000, or 14.3%, from the same period a year ago. The average balance of interest-earning deposits increased by $17.5 million, or 38.2%. The yield decreased by 2 basis points from 2020 to 2021, reflecting the aggregate net decreases in the federal funds rate. Management intends to remain fully invested, minimizing on-balance sheet liquidity, but mindful of the possible reversal of recent deposit growth.





Average interest-bearing demand deposits and money market accounts increased by
$29.4 million, or 13.4%, for the quarter ended June 30, 2021 compared to the
same period of 2020, while average savings balances increased by $27.2 million,
or 23.3%. The average rate paid on interest-bearing demand deposits and money
market accounts decreased 38 basis points from 2020 to 2021 to 0.23%, reflecting
the expiration of promotional specials offered during 2019 and 2020. The average
rate paid on savings accounts was 0.09% and 0.10% for the quarters ended June
30, 2021 and 2020. The average balance of time deposit products decreased by
$59.5 million, or 43.9%, as the average rate paid decreased by 53 basis points,
from 1.54% to 1.01%. The current low-rate environment offers little opportunity
for time deposit customers, resulting in a shift into demand accounts. Time
deposits also include wholesale funds, generally brokered deposits, obtained at
generally higher rates than in-market accounts. Brokered deposits are one of
several borrowing sources, primarily used when rates therein are beneficial
versus other sources. Due to higher customer deposits, brokered and other
wholesale sources have been paid down as they mature.



                                       38
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Average borrowings and subordinated debt decreased by $17.0 million or 48.8%
while the average rate paid decreased by 38 basis points. As higher cost
borrowings matured, the borrowings that remained were at lower rates, and the
new borrowings were obtained at lower rates as well . Management continues to
utilize short-term borrowings to bridge liquidity gaps, along with wholesale
deposit alternatives. In the current low rate environment, wholesale and
borrowing rates can reprice lower, while deposit rates may show modest
decline. In October 2020, the Company utilized a portion of its excess liquidity
to pay off $8 million of advances from the FHLB and in March 2021 the Company
again paid off $6 million in advances to utilize a portion of its excess
liquidity. The average rate on the advances paid off in October 2020 was 2.62%,
and 0.78% in March 2021, both of which resulted in a reduction in the average
cost of borrowings prospectively.



Analysis of Provision for Loan Losses, Non-Interest Income, Non-Interest Expense and Federal Income Tax - Six Months Ended June 30, 2021 and June 30, 2020





During the first six months of both 2021 and 2020, the amount charged to
operations as a provision for loan losses was adjusted to account for
charge-offs against the allowance, as well as changes in loan balances recorded
in the portfolio, expected losses on specific problem loans and several
qualitative factors, including factors specific to the local economy and to
industries operating in the local market. The Company had allocated a portion of
the allowance for a select few specific problem loans in 2021 and 2020, and has
not experienced significant deterioration in any loan type other than the hotel
industry, including the residential real estate portfolios or the commercial
loan portfolio, and accordingly has not added any special provision for these
loan types. All other past due loans, potential problem loans, as well as loans
on non-accrual have all been stable. Over one-third of the hotel portfolio is
currently deferring principle and/or interest payments under COVID-19
modifications. During 2020, the Company classified two of these credits totaling
$9.4 million as substandard. With loan to values averaging 44%, the loans are
not considered impaired, but have been allocated qualitative factors
commensurate with the associated risk. There was no provision for loan
losses for the six months ended June 30, 2021, compared to a $1.1
million provision for loan losses for the six months ended June 30, 2020. The
decreased provision for the six months ended June 30, 2021, compared to the same
time period in 2020, was due to the majority of COVID-related loan modifications
returning to full payment status. Allocated reserves to these loans were
essentially freed up for reallocation to segments still subject to risk
uncertainty, specifically the hotel industry. We believe the provision for loan
losses could increase in future periods based on our belief that the credit
quality of our loan portfolio may decline and loan defaults could increase as a
result of the unknown ongoing impact of the COVID-19 pandemic.



Total non-interest income increased by $82,000, or 2.6%, for the six months ended June 30, 2021 compared to June 30, 2020.





For the first six months of 2021, fees for customer services increased by
$13,000, or 1.3%, from the same period a year ago, driven by more customer
fee-driven transactions on deposit accounts. Mortgage banking gains increased by
$18,000 in 2021 compared to 2020, reflective of the increase in refinances of
existing loans resulting from the decline in interest rates. Earnings on
bank-owned life insurance increased by $40,000. Other sources of non-interest
income increased by $11,000 from the same period a year ago. This latter income
category is subject to fluctuation due to the non-recurring nature of some of
the items.



Total non-interest expenses in the first six months were $10.3 million in 2021
compared to $9.6 million in 2020, an increase of $759,000 or 7.9%. During the
first six months of 2021, expenditures for salaries and employee benefits
increased by $373,000, or 7.1%, from the similar period a year ago, reflecting
annual merit increases and incentive compensation.



Occupancy and equipment decreased by $84,000, reflecting the partial closure of
branches due to the pandemic. Professional fees decreased by $147,000. All other
expense categories increased by $617,000, which includes $263,000 in
merger-related expenses.



The effective tax rate for the first six months was 14.0% in 2021 and 14.8% in
2020, resulting in income tax expense of $778,000 in 2021 and $575,000 in 2020.
The effective rate is affected by the current rate of profitability and tax-free
components of the revenue stream.







                                       39

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The provision for income taxes differs from the amount of income tax determined
applying the applicable U.S. statutory federal income tax rate (21%) to pre-tax
income as a result of the following differences:



                                                       (Amounts in thousands)
                                                              June 30,
                                                   2021                     2020
                                            Balance        %         Balance        %
Provision at statutory rate                 $  1,164       21.0     $     814       21.0
Add (Deduct) tax effects of:
Earnings on bank-owned life insurance-net        (68 )     (1.2 )          (1 )        -
Non-taxable interest income                     (242 )     (4.4 )        (204 )     (5.3 )
Low income housing tax credits                  (106 )     (1.9 )         (82 )     (2.1 )
Non-deductible expenses                           30        0.5            48        1.2
Federal income tax expense                  $    778       14.0     $     575       14.8





Analysis of Provision for Loan Losses, Non-Interest Income, Non-Interest Expense and Federal Income Tax - Three Months Ended June 30, 2021 and June 30, 2020





During the second quarter of both 2021 and 2020, the amount charged to
operations as a provision for loan losses was adjusted to account for
charge-offs against the allowance, as well as changes in loan balances recorded
in the portfolio, expected losses on specific problem loans and several
qualitative factors, including factors specific to the local economy and to
industries operating in the local market. The Company had allocated a portion of
the allowance for a select few specific problem loans in 2021 and 2020, and has
not experienced significant deterioration in any loan type other than the hotel
industry, including the residential real estate portfolios or the commercial
loan portfolio, and accordingly has not added any special provision for these
loan types. All other past due loans, potential problem loans, as well as loans
on non-accrual have all been stable. Over one-third of the hotel portfolio is
currently deferring principle and/or interest payments under COVID-19
modifications. During 2020, the Company classified two of these credits totaling
$9.4 million as substandard. With loan to values averaging 44%, the loans are
not considered impaired, but have been allocated qualitative factors
commensurate with the associated risk. There was no provision for loan losses
for the three months ended June 30, 2021, compared to a $450,000 provision for
loan losses for the three months ended June 30, 2020. The decreased provision
for the three months ended June 30, 2021, compared to the same time period in
2020, was due to the majority of COVID-related loan modifications returning to
full payment status. Allocated reserves to these loans were essentially freed up
for reallocation to segments still subject to risk uncertainty, specifically the
hotel industry. We believe the provision for loan losses could increase in
future periods based on our belief that the credit quality of our loan portfolio
may decline and loan defaults could increase as a result of the unknown ongoing
impact of the COVID-19 pandemic.



Total non-interest income decreased by $250,000, or 14.6%, for the quarter
ending June 30, 2021 compared to the same quarter of 2020. Mortgage banking
gains decreased to $714,000 in the second quarter of 2021 from $900,000 the same
quarter of 2020, a decrease of $186,000 reflective of a tighter margin on loan
sales on lower volume. Earnings on bank-owned life insurance increased by
$20,000. Other sources of non-interest income decreased by $84,000 from the same
period a year ago. This latter income category is subject to fluctuation due to
the non-recurring nature of some of the items.



Total non-interest expenses in the second quarter were $5.4 million in 2021 and
$4.6 million in 2020, an increase of 17.6%. During the second quarter of 2021,
expenditures for salaries and employee benefits increased by $295,000, or 12.0%,
from the similar period a year ago, reflecting annual merit increases and
incentive compensation. Full time equivalent employment averaged 151 during the
second quarter of 2021 and 155 during the second quarter of 2020. All other
expense categories increased by $509,000, or 24.1%, in the aggregate. This
latter category is subject to fluctuation due to the non-recurring nature of
some of the items.





Liquidity


The central role of the Company's liquidity management is to (1) ensure sufficient liquid funds to meet the normal transaction requirements of its customers, (2) take advantage of market opportunities requiring flexibility and speed, and (3) provide a cushion against unforeseen liquidity needs.





Liquidity risk arises from the possibility that the Company may not be able to
satisfy current or future financial commitments or may become unduly reliant on
alternative funding sources. The objective of liquidity management is to ensure
the Company has the ability to fund balance sheet growth and meet deposit and
debt obligations in a timely and cost-effective manner. Management monitors
liquidity through a regular review of asset and liability maturities, funding
sources, and loan and deposit forecasts. The Company maintains strategic and
contingency liquidity plans to ensure sufficient available funding to satisfy
requirements for balance sheet growth, proper management of capital markets
funding sources and addressing unexpected liquidity requirements.



Principal sources of liquidity available to the Company include assets
considered relatively liquid, such as interest-bearing deposits in other banks,
federal funds sold and, cash and due from banks, as well as cash flows from
maturities and repayments of loans, investment securities and mortgage-backed
securities.



Principal repayments on mortgage-backed securities, collateralized mortgage
obligations and small business administration pools, along with investment
securities maturing or called amounted to $11.5 million in the first six months
of 2021, which annualized represents 13.2% of the total combined portfolio,
compared to $11.0 million, or 13.3%, of the portfolio a year ago. The current
low interest rate environment generally increases prepayment speeds on
mortgage-backed securities. A large portion of the investment portfolio is
allocated to amortizing debt in order to provide cash flows to supplement loan
growth.



In order to address the concern of FDIC insurance of larger depositors, the Bank
is a member of the IntraFi Network, formerly known as Promontory Interfinancial
Network which offered Certificate of Deposit Account Registry Service (CDARS ®)
program and the Insured Cash Sweep (ICS) program. The CDARS ® product is now
rebranded as IntraFi Funding and the ICS program is now renamed IntraFi Network
Deposits.  Through IntraFi Funding the Bank's customers can increase their FDIC
insurance by up to $50 million through reciprocal certificate of deposit
accounts and likewise through IntraFi Network Deposits, they can accomplish the
same through money market savings accounts. This is accomplished by the Bank
entering into reciprocal depository relationships with other member banks. The
individual customer's large deposit is broken into amounts below $250,000 and
placed with other banks that are members of the network. The reciprocal member
bank issues certificates of deposit or money market savings accounts in amounts
that ensure that the entire deposit is eligible for FDIC insurance. The Bank can
also execute "one-way buy" transactions wherein deposits are taken in on a
non-reciprocal basis through a weekly bidding process. At  June 30, 2021, the
Bank had $6.6 million of deposits in the IntraFi Funding program, of which none
was executed as one-way buy transactions and the Bank had $13.2 million of
deposits in the IntraFi Network Deposit money market program, of which none was
executed as one-way buy transactions. Prospectively, for regulatory purposes,
reciprocal IntraFi products are no longer considered a brokered deposit.



Along with its liquid assets, the Bank has other sources of liquidity available
to it which help to ensure that adequate funds are available as needed. These
other sources include, but are not limited to, the ability to obtain deposits
through the adjustment of interest rates, the purchasing of federal funds,
correspondent bank lines of credit and access to the Federal Reserve Discount
Window. The Bank is also a member of the Federal Home Loan Bank of Cincinnati,
which provides its largest source of liquidity. At June 30, 2021, the Bank had
approximately $25.7 million available of collateral-based borrowing capacity at
FHLB of Cincinnati, supplementing the $3.3 million of availability with the
Federal Reserve Discount window. Additionally, the FHLB has committed a
$38.8 million cash management line, of which nothing has been disbursed, subject
to posting additional collateral. The Bank, by policy, has access to
approximately 25% of total deposits in various forms of wholesale deposits that
could be used as an additional source of liquidity. At June 30, 2021, there was
$2.5 million in outstanding balances in wholesale deposits including
internet-based deposits, with access to an additional $166.9 million. The
Company was also granted a total of $13.5 million in unsecured, discretionary
Federal Funds lines of credit with correspondent banks with no funds drawn upon
as of June 30, 2021. Unpledged securities of $106.2 million are also available
for borrowing under repurchase agreements or as additional collateral for FHLB
lines of credit or to sell to generate liquidity.



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At the outset of the Pandemic, in response to the uncertainty surrounding the
stay-at-home orders, business closures, and the potential negative effects to
the economy, the Bank opted to begin increasing on-balance sheet liquidity in
the event funds may be unavailable in the future. Simultaneously, in response to
the COVID-19 pandemic, governmental agencies took several measures to avail
liquidity to the banking industry. Among the key provisions are the following:



Federal Reserve Bank Actions


• Lowered the primary borrowing rate through the discount window by 150 basis

points to 0.25% to enhance the role of the discount window for banks facing

potential funding pressures.

• Encouraged banks to utilize intraday credit extended by Reserve Banks on both

a collateralized and uncollateralized basis.

• Supports firms that choose to use their capital and liquidity buffers to lend

and undertake other supportive actions.

• Reduced the reserve requirement ratios to 0.0% effective March 26, 2020.

• Established the Paycheck Protection Program Liquidity Facility (PPPLF) to

extend credit to eligible financial institutions that originate Small Business

PPP loans, taking the loans as collateral at face value; established the rate


    at 0.35%.




In addition to the Federal Reserve Bank's actions, the FHLB offered interest
free six-month advances for COVID-19 related liquidity needs, with normal
collateral posted up to $5 million per institution. The Treasurer of the State
of Ohio offered to open interest-bearing deposit accounts in Ohio banks at a
rate of .02% (currently), fully collateralized up to a six-month term. The
Company qualified for $17 million and entered into the six month program in July
2020 with the the six month term expiring in January 2021. The Company
experienced significant deposit growth during the pandemic, which minimized
usage of these government-sponsored programs.



Based upon the accommodations described above, the Bank has substantial liquidity available, over and above normal channels, to address any future needs emanating from the current pandemic.





The Company has other more limited sources of liquidity. In addition to its
existing liquid assets, it can raise funds in the securities market through debt
or equity offerings or it can receive dividends from its bank subsidiary.
Generally, the Bank may pay dividends without prior approval as long as the
dividend is not more than the total of the current calendar year-to-date
earnings plus any earnings from the previous two years not already paid out in
dividends, as long as the Bank remains well-capitalized after the dividend
payment. The amount available for dividends at June 30, 2021 is $11.2 million.
Future dividend payments by the Bank to the Company are based upon future
earnings. The Holding Company had cash of $87,000 at June 30, 2021 available to
meet cash needs. It also held a $6.0 million note receivable, the cash flow from
which approximates the debt service on the Junior Subordinated Debentures. Cash
is generally used by the Holding Company to pay quarterly interest payments on
the debentures, pay dividends to common shareholders, repurchase shares, and to
fund operating expenses.

Cash and cash equivalents totaled $73.3 million at June 30, 2021 compared to
$33.1 million at June 30, 2020 and $36.1 million at December 31, 2020 The
Company strives to be fully invested, minimizing on balance sheet liquidity,
however, higher liquidity levels have been maintained during the Pandemic as a
precautionary measure.



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The following table details the cash flow from operating activities for the six months ended:

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