The following is management's discussion and analysis of the significant changes
in the consolidated financial condition of the Company as of June 30, 2022
compared to December 31, 2021 and a comparison of the results of operations for
the three and six months ended June 30, 2022 and 2021. Current performance may
not be indicative of future results. This discussion should be read in
conjunction with the Company's 2021 Annual Report filed on Form 10-K.



Forward-looking statements



Certain of the matters discussed in this Quarterly Report on Form 10-Q may
constitute forward-looking statements for purposes of the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as amended, and as
such may involve known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements of the Company to be
materially different from future results, performance or achievements expressed
or implied by such forward-looking statements. The words "expect," "anticipate,"
"intend," "plan," "believe," "estimate," and similar expressions are intended to
identify such forward-looking statements.



The Company's actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation:

? local, regional and national economic conditions and changes thereto;

? the short-term and long-term effects of inflation, and rising costs to the

Company, its customers and on the economy;

? the effects of economic conditions particularly with regard to the negative

impact of severe, wide-ranging and continuing disruptions caused by the spread

of Coronavirus Disease 2019 (COVID-19) and any other pandemic, epidemic or

other health-related crisis and responses thereto on current customers and the

operations of the Company, specifically the effect of the economy on loan

customers' ability to repay loans;

? the costs and effects of litigation and of unexpected or adverse outcomes in

such litigation;

? the impact of new or changes in existing laws and regulations, including laws

and regulations concerning taxes, banking, securities and insurance and their

application with which the Company and its subsidiaries must comply;

? impacts of the capital and liquidity requirements of the Basel III standards

and other regulatory pronouncements, regulations and rules;

? governmental monetary and fiscal policies, as well as legislative and

regulatory changes;

? effects of short- and long-term federal budget and tax negotiations and their

effect on economic and business conditions;

? the effect of changes in accounting policies and practices, as may be adopted

by the regulatory agencies, as well as the Financial Accounting Standards

Board and other accounting standard setters;

? the risks of changes and volatility of interest rates on the level and

composition of deposits, loan demand, and the values of loan collateral,

securities and interest rate protection agreements, as well as interest rate

risks;

? the effects of competition from other commercial banks, thrifts, mortgage

banking firms, consumer finance companies, credit unions, securities brokerage

firms, insurance companies, money market and other mutual funds and other

financial institutions operating in our market area and elsewhere, including

institutions operating locally, regionally, nationally and internationally,

together with such competitors offering banking products and services by mail,

telephone, computer and the internet;

? technological changes;

? the interruption or breach in security of our information systems, continually

evolving cybersecurity and other technological risks and attacks resulting in


    failures or disruptions in customer account management, general ledger
    processing and loan or deposit updates and potential impacts resulting
    therefrom including additional costs, reputational damage, regulatory
    penalties, and financial losses;
  ? acquisitions and integration of acquired businesses;

? the failure of assumptions underlying the establishment of reserves for loan

losses and estimations of values of collateral and various financial assets


    and liabilities;
  ? inflation, securities markets and monetary fluctuations and volatility;
  ? acts of war or terrorism;
  ? disruption of credit and equity markets; and

? the risk that our analyses of these risks and forces could be incorrect and/or


    that the strategies developed to address them could be unsuccessful.




The Company cautions readers not to place undue reliance on forward-looking
statements, which reflect analyses only as of the date of this document. The
Company has no obligation to update any forward-looking statements to reflect
events or circumstances after the date of this document.



Readers should review the risk factors described in other documents that we file
or furnish, from time to time, with the Securities and Exchange Commission,
including Annual Reports to Shareholders, Annual Reports filed on Form 10-K and
other current reports filed or furnished on Form 8-K.



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Executive Summary


The Company is a Pennsylvania corporation and a bank holding company, whose wholly-owned state chartered commercial bank and trust company is The Fidelity Deposit and Discount Bank. The Company is headquartered in Dunmore, Pennsylvania. We consider Lackawanna, Northampton and Luzerne Counties our primary marketplace.





As a leading Northeastern Pennsylvania community bank, our goals are to enhance
shareholder value while continuing to build a full-service community bank. We
focus on growing our core business of retail and business lending and deposit
gathering while maintaining strong asset quality and controlling operating
expenses. We continue to implement strategies to diversify earning assets (see
"Funds Deployed" section of this management's discussion and analysis) and to
increase the amount of low-cost core deposits (see "Funds Provided" section of
this management's discussion and analysis). These strategies include a greater
level of commercial lending and the ancillary business products and services
supporting our commercial customers' needs as well as residential lending
strategies and an array of consumer products. We focus on developing a full
banking relationship with existing, as well as new business prospects. The Bank
has a personal and corporate trust department and also provides alternative
financial and insurance products with asset management services. In addition, we
explore opportunities to selectively expand and optimize our franchise
footprint, consisting presently of our 22-branch network.



We are impacted by both national and regional economic factors, with commercial,
commercial real estate and residential mortgage loans concentrated in
Northeastern Pennsylvania, primarily in Lackawanna and Luzerne counties, and
Eastern Pennsylvania, primarily Northampton County. The Federal Open Market
Committee (FOMC) increased interest rates by 25 basis points in March 2022 in
the first "tightening" move since December 2018 followed by increases of 50
basis points and 75 basis points in May 2022 and June 2022, respectively. The
FOMC increased interest rates another 75 basis points in July 2022, totaling 225
basis points increase thus far during 2022, and communicated inflation fighting
expectations of further increases during the remainder of this year. According
to the U.S. Bureau of Labor Statistics, the national unemployment rate for June
2022 was 3.6%, down 0.3 percentage points from December 2021. However, the
unemployment rates in the Scranton - Wilkes-Barre - Hazleton (market area north)
and the Allentown - Bethlehem - Easton (market area south) Metropolitan
Statistical Areas (local) increased and have remained at higher levels than the
national unemployment rate. The local unemployment rates at June 30, 2022 were
5.5% in market area north and 4.4% in market area south, respectively, an
increase of 0.2 percentage points and 0.1 percentage point from the 5.3% and
4.3%, respectively, at December 31, 2021. Stimulus payments and enhanced
unemployment benefits supported the economy throughout 2020 and 2021 and it is
uncertain if the government could continue to provide this support in the
future. The median home values in the Scranton-Wilkes-Barre-Hazleton metro and
Allentown-Bethlehem-Easton metro increased 19.7% and 15.6%, respectively, from a
year ago, according to Zillow, an online database advertising firm providing
access to its real estate search engines to various media outlets. In light of
these expectations, we are uncertain if real estate values could continue to
increase at these levels with the rising rate environment, however we will
continue to monitor the economic climate in our region and scrutinize growth
prospects with credit quality as a principal consideration.



On July 1, 2021, the Company completed its previously announced acquisition of Landmark Bancorp, Inc. ("Landmark") and its wholly-owned bank subsidiary. Non-recurring costs to facilitate the merger and integrate systems of $3.0 million were incurred during 2021.





On May 1, 2020, the Company completed its previously announced acquisition of
MNB Corporation ("MNB") and its wholly-owned bank subsidiary. The merger
expanded the Company's full-service footprint into Northampton County, PA and
the Lehigh Valley. Non-recurring costs to facilitate the merger and integrate
systems of $2.5 million were incurred during 2020.



For the six months ended June 30, 2022, net income was $15.2 million, or $2.67
diluted earnings per share, compared to $11.4 million, or $2.26 diluted earnings
per share, for the six months ended June 30, 2021. Non-recurring merger-related
costs and Federal Home Loan Bank (FHLB) prepayment penalties incurred are not a
part of the Company's normal operations. If these expenses had not occurred,
adjusted net income (non-GAAP) for the six months ended June 30, 2022 and 2021
would have been $15.2 million and $12.5 million, respectively. Adjusted diluted
EPS (non-GAAP) would have been $2.67 and $2.49 for the six months ended June 30,
2022 and 2021, respectively.



As of June 30, 2022 and December 31, 2021, tangible common book value per share
(non-GAAP) was $24.99 and $33.68, respectively. The decrease in tangible book
value was due to the decline in tangible common equity resulting from the after
tax net unrealized losses on available-for-sale securities. These non-GAAP
measures should be reviewed in connection with the reconciliation of these
non-GAAP ratios. See "Non-GAAP Financial Measures" located below within this
management's discussion and analysis.



Branch managers, relationship bankers, mortgage originators and our business
service partners are all focused on developing a mutually profitable full
banking relationship. We understand our markets, offer products and services
along with financial advice that is appropriate for our community, clients and
prospects. The Company continues to focus on the trusted financial advisor model
by utilizing the team approach of experienced bankers that are fully engaged and
dedicated towards maintaining and growing profitable relationships.



In addition to the challenging economic environment in which we compete, the
regulation and oversight of our business has changed significantly in recent
years. As described more fully in Part II, Item 1A, "Risk Factors" below, as
well as Part I, Item 1A, "Risk Factors," and in the "Supervisory and Regulation"
section of management's discussion and analysis of financial condition and
results of operations in our 2021 Annual Report filed on Form 10-K, certain
aspects of the Dodd-Frank Wall Street Reform Act (Dodd-Frank Act) continue to
have a significant impact on us.



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Non-GAAP Financial Measures



The following are non-GAAP financial measures which provide useful insight to
the reader of the consolidated financial statements but should be supplemental
to GAAP used to prepare the Company's financial statements and should not be
read in isolation or relied upon as a substitute for GAAP measures. In addition,
the Company's non-GAAP measures may not be comparable to non-GAAP measures of
other companies. The Company's tax rate used to calculate the fully-taxable
equivalent (FTE) adjustment was 21% at June 30, 2022 and 2021.



The following table reconciles the non-GAAP financial measures of FTE net
interest income:



                                           Three months ended                       Six months ended
(dollars in thousands)              June 30, 2022       June 30, 2021       June 30, 2022       June 30, 2021
Interest income (GAAP)             $        19,065     $        14,167     $        37,244     $        28,507
Adjustment to FTE                              682                 487               1,350                 903
Interest income adjusted to FTE
(non-GAAP)                                  19,747              14,654              38,594              29,410
Interest expense (GAAP)                        920                 841               1,807               1,731
Net interest income adjusted to
FTE (non-GAAP)                     $        18,827     $        13,813     $        36,787     $        27,679

The efficiency ratio is non-interest expenses as a percentage of FTE net interest income plus non-interest income. The following table reconciles the non-GAAP financial measures of the efficiency ratio to GAAP:





                                           Three months ended                       Six months ended
(dollars in thousands)              June 30, 2022       June 30, 2021       June 30, 2022       June 30, 2021
Efficiency Ratio (non-GAAP)
Non-interest expenses (GAAP)       $        12,800     $        10,851     $        25,454     $        22,307

Net interest income (GAAP)                  18,145              13,326              35,437              26,776
Plus: taxable equivalent
adjustment                                     682                 487               1,350                 903
Non-interest income (GAAP)                   4,256               4,577               8,810              10,093
Net interest income (FTE) plus
non-interest income (non-GAAP)     $        23,083     $        18,390     $        45,597     $        37,772
Efficiency ratio (non-GAAP)                  55.45 %             59.01 %             55.82 %             59.06 %



The following table provides a reconciliation of the tangible common equity (non-GAAP) and the calculation of tangible book value per share:





(dollars in thousands)                         June 30, 2022       June 30, 

2021


Tangible Book Value per Share (non-GAAP)
Total assets (GAAP)                           $     2,414,940     $     

1,949,233


Less: Intangible assets, primarily goodwill           (21,360 )            (8,613 )
Tangible assets                                     2,393,580           

1,940,620


Total shareholders' equity (GAAP)                     162,619             

172,185


Less: Intangible assets, primarily goodwill           (21,360 )            (8,613 )
Tangible common equity                        $       141,259     $       

163,572



Common shares outstanding, end of period            5,651,777           

4,995,713

Tangible Common Book Value per Share $ 24.99 $ 32.74






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The following table provides a reconciliation of the Company's earnings results
under GAAP to comparative non-GAAP results excluding merger-related expenses:



                                                                                  Six months ended
                                                June 30, 2022                                                          June 30, 2021
                        Income                                                                 Income
(dollars in             before                                               Diluted           before                                               Diluted
thousands except        income        Provision for                        earnings per        income        Provision for                        earnings per
per share data)          taxes         income taxes       Net income          share             taxes         income taxes       Net income          share
Results of
operations (GAAP)     $    17,743     $        2,556     $     15,187     $         2.67     $    13,462     $        2,099     $     11,363     $         2.26
Add: Merger-related
expenses                        -                  -                -                  -             942                 52              890               0.17
Add: FHLB
prepayment penalty              -                  -                -                  -             369                 78              291               0.06
Adjusted earnings
(non-GAAP)            $    17,743     $        2,556     $     15,187     $         2.67     $    14,773     $        2,229     $     12,544     $         2.49






                                                                                 Three months ended
                                                June 30, 2022                                                           June 30, 2021
(dollars in             Income                                               Diluted            Income                                               Diluted
thousands except        before        Provision for                        earnings per         before        Provision for                        earnings per
per share data)      income taxes      income taxes       Net income          share          income taxes      income taxes       Net income          share
Results of
operations (GAAP)    $      9,076     $        1,412     $      7,664     $         1.35     $      6,752     $        1,056     $      5,696     $         1.13
Add:
Merger-related
expenses                        -                  -                -                  -              419                 44              375               0.08
Adjusted earnings
(non-GAAP)           $      9,076     $        1,412     $      7,664     $         1.35     $      7,171     $        1,100     $      6,071     $         1.21




General



The Company's earnings depend primarily on net interest income. Net interest
income is the difference between interest income and interest expense. Interest
income is generated from yields earned on interest-earning assets, which consist
principally of loans and investment securities. Interest expense is incurred
from rates paid on interest-bearing liabilities, which consist of deposits and
borrowings. Net interest income is determined by the Company's interest rate
spread (the difference between the yields earned on its interest-earning assets
and the rates paid on its interest-bearing liabilities) and the relative amounts
of interest-earning assets and interest-bearing liabilities. Interest rate
spread is significantly impacted by: changes in interest rates and market yield
curves and their related impact on cash flows; the composition and
characteristics of interest-earning assets and interest-bearing liabilities;
differences in the maturity and re-pricing characteristics of assets compared to
the maturity and re-pricing characteristics of the liabilities that fund them
and by the competition in the marketplace.



The Company's earnings are also affected by the level of its non-interest income
and expenses and by the provisions for loan losses and income taxes.
Non-interest income mainly consists of: service charges on the Company's loan
and deposit products; interchange fees; trust and asset management service fees;
increases in the cash surrender value of the bank owned life insurance and from
net gains or losses from sales of loans and securities. Non-interest expense
consists of: compensation and related employee benefit costs; occupancy;
equipment; data processing; advertising and marketing; FDIC insurance premiums;
professional fees; loan collection; net other real estate owned (ORE) expenses;
supplies and other operating overhead.



Net interest income, net interest rate margin, net interest rate spread and the
efficiency ratio are presented in the MD&A on a fully-taxable equivalent (FTE)
basis. The Company believes this presentation to be the preferred industry
measurement of net interest income as it provides a relevant comparison between
taxable and non-taxable amounts.



                    Comparison of the results of operations

               three and six months ended June 30, 2022 and 2021



Overview



For the second quarter of 2022, the Company generated net income of $7.7
million, or $1.35 per diluted share, compared to $5.7 million, or $1.13 per
diluted share, for the second quarter of 2021. The $2.0 million increase in net
income was primarily the result of $4.8 million higher net interest income. This
increase was partially offset by $1.9 million more non-interest expenses, $0.3
million less in non-interest income and a $0.2 million increase in the provision
for loan losses. Non-interest expenses increased quarter over-quarter primarily
due to the increased bank scale following the Landmark merger.  In the
year-to-date comparison, net income increased by $3.8 million to $15.2 million,
or $2.67 per diluted share, from $11.4 million, or $2.26 per diluted share. 

The

$8.7 million growth in net interest income was enough to offset $3.1 million higher non-interest expenses and $1.3 million lower non-interest income year-over-year.





Return on average assets (ROA) was 1.29% and 1.20% for the second quarters of
2022 and 2021, respectively, and 1.28% and 1.24% for the six months ended June
30, 2022 and 2021, respectively. During the same time periods, return on average
shareholders' equity (ROE) was 18.16% and 13.63%, respectively, and 16.45% and
13.68%, respectively. ROA and ROE both increased due to the growth in net income
relative to the increase in average assets and equity for the quarter and
year-to-date comparisons.



Net interest income and interest sensitive assets / liabilities





For the second quarter of 2022, net interest income increased $4.8 million, or
36%, to $18.1 million from $13.3 million for the second quarter of 2021 due to
increased interest income. The $4.9 million growth in interest income was
produced by the addition of $472.8 million in average interest-earning assets
supplemented by the effect of a 21 basis point increase in FTE yields earned on
those assets. The loan portfolio contributed the most to this growth by
providing $3.6 million more in interest income, which absorbed $0.6 million
lower fees earned under the Paycheck Protection Program (PPP), due to $332.3
million more in average loans. Interest income on loans also included $0.5
million in additional fair value purchase accounting accretion. In the
investment portfolio, an increase in the average balances of each type of
securities was the biggest driver of interest income growth. The average balance
of total securities grew $249.0 million earning nine basis points higher FTE
yields which produced $1.5 million in additional FTE interest income. On the
liability side, total interest-bearing liabilities grew $339.5 million, on
average, with a four basis point decrease in rates paid thereon. A $329.8
million higher average balance of interest-bearing deposits offset the three
basis point decrease in rates paid on deposits resulting in $0.1 million more
interest expense on deposits for the second quarter of 2022 compared to the 2021
like period.



Net interest income increased $8.7 million, or 32%, from $26.7 million for the
six months ended June 30, 2021 to $35.4 million for the six months ended June
30, 2022, due to $8.7 million higher interest income while interest expense
remained relatively flat.  Total average interest-earning assets increased
$551.2 million resulting in $9.2 million of growth in FTE interest income.  In
the loan portfolio, the Company experienced average balance growth of $318.9
million which had the effect of producing $5.8 million more interest income,
despite $1.7 million less in fees earned under the Paycheck Protection Program
(PPP) and a 13 basis point reduction in FTE yields during the first half of
2022.  Interest income on loans also included $0.9 million in additional fair
value purchase accounting accretion during the first half of 2022. The average
balance of the investment portfolio grew $296.3 million supplemented by a five
basis point increase in yields which resulted in $3.3 million in additional FTE
interest income.  On the liability side, total interest-bearing liabilities grew
$393.1 million on average with a six basis point decrease in rates paid on these
interest-bearing liabilities.  Growth in average interest-bearing deposits of
$384.8 million was partially offset by a six basis point decrease in the rates
paid on deposits increasing interest expense by less than $0.1 million.



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The FTE net interest rate spread increased by 25 and 4 basis points and margin
increased by 24 and 2 basis points, respectively, for the three and six months
ended June 30, 2022 compared to the same 2021 periods. In the
quarter-over-quarter comparison, the spread and margin increased due to the
higher yields earned on interest-earning assets combined with the lower rates
paid on interest-bearing liabilities. In the year-to-date comparison, the
reduction in rates paid on interest-bearing liabilities outpaced the lower
yields on interest-earning assets resulting in the higher spread and margin.
The overall 17 basis point cost of funds for both the three and six months ended
June 30, 2022, which includes the impact of non-interest bearing deposits,
decreased three and four basis points compared to the same 2021 periods. The
primary reason for the decline was the reduction in rates paid on deposits
coupled with the increased average balances of non-interest bearing deposits
compared to the same 2021 periods.



For the remainder of 2022, the Company expects to operate in a rising interest
rate environment. A rate environment with rising interest rates positions the
Company to improve its interest income performance from new and repricing
earning assets. For the remainder of 2022, the Company anticipates net interest
income to improve as growth in interest-earning assets would help mitigate an
adverse impact of rate movements on the cost of funds. The FOMC began increasing
the federal funds rate during the first half of 2022, the first moves since they
cut rates during the first quarter of 2020, which did not have a significant
effect on rates paid on interest-bearing liabilities. On the asset side, the
prime interest rate, the benchmark rate that banks use as a base rate for
adjustable rate loans was also increased 150 basis points during the first half
of 2022. At the July 2022 meeting, the FOMC increased the federal funds rate
another 75 basis points. Consensus economic forecasts are predicting increases
in short-term rates throughout the rest of 2022. The 2022 focus is to manage net
interest income and control deposit costs through a rising forecasted short-term
rate cycle for primarily overnight to 12 month rates. Interest income is
projected to increase more than interest expense in 2022. Continued growth in
the loan portfolios complemented with the achieved investment security growth is
expected to boost interest income, and when coupled with a proactive
relationship approach to deposit cost setting strategies should help stop spread
compression and contain the interest rate margin, preventing further reductions
below acceptable levels.



The Company's cost of interest-bearing liabilities was 0.23% for both the three
and six months ended June 30, 2022, or four and six basis points lower than the
cost for the same 2021 periods. The decrease in interest paid on deposits
contributed to the lower cost of interest-bearing liabilities. Management
currently believes the FOMC is expected to continue to raise the federal funds
rate in the immediate future, so the Company may experience pressure to increase
rates paid on deposits. To help mitigate the impact of the imminent change to
the economic landscape, the Company has successfully developed and will continue
to strengthen its association with existing customers, develop new business
relationships, generate new loan volumes, and retain and generate higher levels
of average non-interest bearing deposit balances. Strategically deploying no-
and low-cost deposits into interest earning-assets is an effective
margin-preserving strategy that the Company expects to continue to pursue and
expand to help stabilize net interest margin.



The Company's Asset Liability Management (ALM) team meets regularly to discuss
among other things, interest rate risk and when deemed necessary adjusts
interest rates. ALM is actively addressing the Company's sensitivity to a
changing rate environment to ensure interest rate risks are contained within
acceptable levels. ALM also discusses revenue enhancing strategies to help
combat the potential for a decline in net interest income. The Company's
marketing department, together with ALM, and relationship managers, continue to
develop prudent strategies that will grow the loan portfolio and accumulate
low-cost deposits to improve net interest income performance.



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The table that follows sets forth a comparison of average balances of assets and
liabilities and their related net tax equivalent yields and rates for the
periods indicated. Within the table, interest income was FTE adjusted, using the
corporate federal tax rate of 21% for June 30, 2022 and 2021 to recognize the
income from tax-exempt interest-earning assets as if the interest was taxable.
See "Non-GAAP Financial Measures" within this management's discussion and
analysis for the FTE adjustments. This treatment allows a uniform comparison
among yields on interest-earning assets. Loans include loans held-for-sale (HFS)
and non-accrual loans but exclude the allowance for loan losses. Home equity
lines of credit (HELOC) are included in the residential real estate category
since they are secured by real estate. Net deferred loan fee accretion of $0.2
million and $0.8 million during the second quarters of 2022 and 2021 ,
respectively, and $0.6 million and $2.1 million for the six months ended June
30, 2022 and 2021, respectively, are included in interest income from loans. MNB
and Landmark loan fair value purchase accounting adjustments of $1.0 million and
$0.5 million are included in interest income from loans and $115 thousand and $6
thousand reduced interest expense on deposits and borrowings for the three
months ended June 30, 2022 and 2021.  MNB and Landmark loan fair value purchase
accounting adjustments of $1.8 million and $0.9 million are included in interest
income from loans and $136 thousand and $36 thousand reduced interest expense on
deposits and borrowings for the six months ended June 30, 2022 and 2021.
Average balances are based on amortized cost and do not reflect net unrealized
gains or losses. Residual values for direct finance leases are included in the
average balances for consumer loans. Net interest margin is calculated by
dividing net interest income-FTE by total average interest-earning assets. Cost
of funds includes the effect of average non-interest bearing deposits as a
funding source:



                                                          Three months ended
(dollars in
thousands)                            June 30, 2022                                 June 30, 2021
                          Average                       Yield /         Average                       Yield /
Assets                    balance        Interest         rate          balance        Interest         rate

Interest-earning
assets
Interest-bearing
deposits                $    40,554     $       80           0.79 %   $   149,522     $       39           0.11 %
Restricted
investments in bank
stock                         3,538             33           3.78           3,152             36           4.56
Investments:
Agency - GSE                116,625            443           1.52          76,614            257           1.35
MBS - GSE residential       272,801          1,171           1.72         168,387            597           1.42
State and municipal
(nontaxable)                258,728          1,951           3.02         185,061          1,434           3.11
State and municipal
(taxable)                    86,230            450           2.09          55,287            255           1.85
Total investments           734,384          4,015           2.19         485,349          2,543           2.10
Loans and leases:
C&I and CRE (taxable)       753,969          9,175           4.88         639,756          7,375           4.62
C&I and CRE
(nontaxable)                 70,739            576           3.27          42,504            415           3.92
Consumer                    210,034          2,013           3.85         162,333          1,548           3.82
Residential real
estate                      447,886          3,855           3.45         305,693          2,698           3.54
Total loans and
leases                    1,482,628         15,619           4.23       1,150,286         12,036           4.20

Total

interest-earning


assets                    2,261,104         19,747           3.50 %     1,788,309         14,654           3.29 %
Non-interest earning
assets                      117,480                                       112,730
Total assets            $ 2,378,584                                   $ 1,901,039

Liabilities and
shareholders' equity

Interest-bearing
liabilities
Deposits:
Interest-bearing
checking                $   710,692     $      503           0.28 %   $   549,364     $      418           0.31 %
Savings and clubs           246,242             26           0.04         200,386             31           0.06
MMDA                        493,481            318           0.26         391,439            251           0.26
Certificates of
deposit                     128,736            103           0.32         108,158            141           0.52
Total
interest-bearing
deposits                  1,579,151            950           0.24       1,249,347            841           0.27
Secured borrowings            9,644            (31 )        (1.29 )             -              -              -
Short-term borrowings           206              1           1.09             177              -           0.27
Total
interest-bearing
liabilities               1,589,001            920           0.23 %     1,249,524            841           0.27 %
Non-interest bearing
deposits                    593,120                                       464,818
Non-interest bearing
liabilities                  27,164                                        19,026
Total liabilities         2,209,285                                     1,733,368
Shareholders' equity        169,299                                       167,671
Total liabilities and
shareholders' equity    $ 2,378,584                                   $ 1,901,039
Net interest income -
FTE                                     $   18,827                                    $   13,813

Net interest spread                                          3.27 %                                        3.02 %
Net interest margin                                          3.34 %                                        3.10 %
Cost of funds                                                0.17 %                                        0.20 %




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                                                           Six months ended
(dollars in
thousands)                            June 30, 2022                                 June 30, 2021
                          Average                       Yield /         Average                       Yield /
Assets                    balance        Interest         rate         

balance        Interest         rate

Interest-earning
assets
Interest-bearing
deposits                $    53,620     $      113           0.43 %   $   117,929     $       60           0.10 %
Restricted
investments in bank
stock                         3,384             64           3.83           3,023             68           4.56
Investments:
Agency - GSE                118,630            863           1.47          64,906            438           1.36
MBS - GSE residential       270,652          2,260           1.68         157,498          1,116           1.43
State and municipal
(nontaxable)                263,457          3,894           2.98         171,360          2,620           3.08
State and municipal
(taxable)                    89,657            900           2.02          52,367            480           1.85
Total investments           742,396          7,917           2.15         446,131          4,654           2.10
Loans and leases:
C&I and CRE (taxable)       757,641         17,959           4.78         642,660         15,180           4.76
C&I and CRE
(nontaxable)                 68,973          1,091           3.19          42,399            819           3.89
Consumer                    204,056          3,886           3.84         162,329          3,122           3.88
Residential real
estate                      444,368          7,564           3.43         308,778          5,507           3.60
Total loans and
leases                    1,475,038         30,500           4.17       1,156,166         24,628           4.30

Total

interest-earning


assets                    2,274,438         38,594           3.42 %     1,723,249         29,410           3.44 %
Non-interest earning
assets                      124,452                                       117,246
Total assets            $ 2,398,890                                   $ 1,840,495

Liabilities and
shareholders' equity

Interest-bearing
liabilities
Deposits:
Interest-bearing
checking                $   719,153     $      952           0.27 %   $   516,985     $      794           0.31 %
Savings and clubs           244,779             52           0.04         193,468             63           0.07
MMDA                        490,357            546           0.22         376,525            517           0.28
Certificates of
deposit                     131,337            222           0.34         113,892            331           0.59
Total
interest-bearing
deposits                  1,585,626          1,772           0.23       1,200,870          1,705           0.29
Secured borrowings           10,111             34           0.68               -              -              -
Short-term borrowings           104              1           1.09             161              -           0.38
FHLB advances                     -              -              -           1,685             26           3.12
Total
interest-bearing
liabilities               1,595,841          1,807           0.23 %     1,202,716          1,731           0.29 %
Non-interest bearing
deposits                    589,760                                       451,354
Non-interest bearing
liabilities                  27,087                                        18,985
Total liabilities         2,212,688                                     1,673,055
Shareholders' equity        186,202                                       167,440

Total liabilities and
shareholders' equity    $ 2,398,890                                   $ 1,840,495
Net interest income -
FTE                                     $   36,787                                    $   27,679

Net interest spread                                          3.19 %                                        3.15 %
Net interest margin                                          3.26 %                                        3.24 %
Cost of funds                                                0.17 %                                        0.21 %




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Changes in net interest income are a function of both changes in interest rates
and changes in volume of interest-earning assets and interest-bearing
liabilities. The following table presents the extent to which changes in
interest rates and changes in volumes of interest-earning assets and
interest-bearing liabilities have affected the Company's interest income and
interest expense during the periods indicated. Information is provided in each
category with respect to (1) the changes attributable to changes in volume
(changes in volume multiplied by the prior period rate), (2) the changes
attributable to changes in interest rates (changes in rates multiplied by prior
period volume) and (3) the net change. The combined effect of changes in both
volume and rate has been allocated proportionately to the change due to volume
and the change due to rate. Tax-exempt income was not converted to a
tax-equivalent basis on the rate/volume analysis:



                                                   Six months ended June 30,
(dollars in
thousands)                      2022 compared to 2021                     2021 compared to 2020
                                                  Increase (decrease) due to
                         Volume         Rate          Total        Volume         Rate          Total
Interest income:
Interest-bearing
deposits                $     (48 )   $     101     $      53     $      57     $     (47 )   $      10
Restricted
investments in bank
stock                           8           (12 )          (4 )          (7 )         (11 )         (18 )
Investments:
Agency - GSE                  388            37           425           377           (45 )         332
MBS - GSE residential         916           228         1,144           209          (698 )        (489 )
State and municipal         1,345           (43 )       1,302         1,790          (402 )       1,388
Other                           -             -             -            (3 )           -            (3 )
Total investments           2,649           222         2,871         2,373        (1,145 )       1,228
Loans and leases:
Residential real
estate                      2,318          (262 )       2,056           899          (573 )         326
C&I and CRE                 3,227          (231 )       2,996         5,087           106         5,193
Consumer                      795           (30 )         765           (92 )        (101 )        (193 )
Total loans and
leases                      6,340          (523 )       5,817         5,894          (568 )       5,326
Total interest income       8,949          (212 )       8,737         8,317        (1,771 )       6,546

Interest expense:
Deposits:
Interest-bearing
checking                      279          (121 )         158           392          (298 )          94
Savings and clubs              14           (24 )         (10 )          24           (14 )          10
Money market                  138          (109 )          29           406          (854 )        (448 )
Certificates of
deposit                        45          (155 )        (110 )        (108 )        (554 )        (662 )
Total deposits                476          (409 )          67           714        (1,720 )      (1,006 )
Secured borrowings             34             -            34             -             -             -
Overnight borrowings            -             1             1          (136 )         (59 )        (195 )
FHLB advances                 (26 )           -           (26 )        (224 )          22          (202 )
Total interest
expense                       484          (408 )          76           354        (1,757 )      (1,403 )
Net interest income     $   8,465     $     196     $   8,661     $   7,963     $     (14 )   $   7,949




Provision for loan losses



The provision for loan losses represents the necessary amount to charge against
current earnings, the purpose of which is to increase the allowance for loan
losses (the allowance) to a level that represents management's best estimate of
known and inherent losses in the Company's loan portfolio. Loans determined to
be uncollectible are charged off against the allowance. The required amount of
the provision for loan losses, based upon the adequate level of the allowance,
is subject to the ongoing analysis of the loan portfolio. The Company's Special
Assets Committee meets periodically to review problem loans. The committee is
comprised of management, including credit administration officers, loan
officers, loan workout officers and collection personnel. The committee reports
quarterly to the Credit Administration Committee of the board of directors.



Management continuously reviews the risks inherent in the loan portfolio. Specific factors used to evaluate the adequacy of the loan loss provision during the formal process include:





•     specific loans that could have loss potential;

•     levels of and trends in delinquencies and non-accrual loans;

•     levels of and trends in charge-offs and recoveries;

•     trends in volume and terms of loans;



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•     changes in risk selection and underwriting standards;

•     changes in lending policies and legal and regulatory requirements;

•     experience, ability and depth of lending management;

•     national and local economic trends and conditions; and

•     changes in credit concentrations.



For the three months ended June 30, 2022, the provision for loan losses was $0.5
million, a $0.2 million increase compared to $0.3 million for the same period in
2021.  The increase in the provision compared to the three months ended June 30,
2021, was due to the higher provisioning required for loan growth in the second
quarter of 2022 compared to the year earlier period.



For the six months ended June 30, 2022, the provision for loan losses was $1.1
million relatively unchanged from the same period in 2021, despite loan growth
in 2022. The provision was $0.4 million higher in 2021 from a specific reserve
which kept the provision stable in 2022.



This amount of provisioning reflected what management deemed necessary, given
experienced loan growth, to maintain the allowance for loan and lease losses at
an adequate level.



The provision for loan losses derives from the reserve required from the
allowance for loan losses calculation. The Company continued provisioning for
the three and six months ended June 30, 2022 to maintain an allowance level that
management deemed adequate.


For a discussion on the allowance for loan losses, see "Allowance for loan losses," located in the comparison of financial condition section of management's discussion and analysis contained herein.





Other income



For the second quarter of 2022, non-interest income amounted to $4.3 million, a
decrease of $0.3 million, or 7%, compared to $4.6 million recorded for the
same 2021 period. The decrease was due to $0.7 million lower gains on loan sales
from less mortgage activity during the second quarter of 2022 compared to the
second quarter of 2021.  Service charges on loans were also down $0.2 million
quarter-over-quarter due to lower mortgage and commercial loan service charges.
Partially offsetting these decreases was $0.3 million higher deposit service
charges and higher wealth management fees (fees from trust fiduciary activities
and financial services) of $0.1 million.



Non-interest income totaled $8.8 million for the six months ended June 30, 2022,
a decrease of $1.3 million, or 13%, from the $10.1 million recorded for the six
months ended June 30, 2021.  The decrease was primarily due to $2.3 million
lower gains on loan sales and $0.3 million less loan service charges due to
scaled back demand for mortgages.  Partially offsetting these decreases was $0.5
million in additional deposit service charges, $0.3 million more in wealth
management fees and $0.2 million increase in debit card interchange fees.



Operating expenses



For the quarter ended June 30, 2022, total non-interest expenses were $12.8
million, an increase of $1.9 million, or 18%, compared to $10.9 million for the
same 2021 quarter. Non-interest expenses would have increased $0.4 million more
if the Company had not incurred merger-related expenses during the second
quarter of 2021.  Salary and employee benefits rose $1.5 million, or 29%, to
$6.9 million for the second quarter of 2022 from $5.4 million for the second
quarter of 2021. The increase was primarily due to higher salaries, incentives
and insurance costs from 14 additional full-time equivalent employees. Premises
and equipment expenses increased $0.3 million, or 19%, primarily due to property
and equipment added from the merger with Landmark. Advertising and marketing
expenses were $0.2 million higher due to more advertising costs incurred during
the second quarter of 2022.



For the six months ended June 30, 2022, non-interest expenses increased $3.1
million, or 14%, compared to the six months ended June 30, 2021, from $22.3
million to $25.4 million.  Non-interest expenses would have increased $1.3
million more if the Company had not incurred $0.9 million in merger-related
expenses and a $0.3 million FHLB prepayment penalty during the six months ended
June 30, 2021. Salaries and employee benefit expenses grew $3.1 million, or
29%.  The increase was primarily due to less deferred loan origination costs
reducing salaries and employee benefits expense from a lower volume of
originations from mortgages and PPP loans.  Additionally, salaries and
employee benefits were higher from more employees. Premises and equipment
expenses increased $0.6 million, or 18%, due to higher expenses for lease
payments, depreciation and other expenses related to premises and equipment
acquired from the merger with Landmark.  Partially offsetting these increases,
professional services were $0.2 million lower for the first six months of 2022
compared to the same 2021 period due to less legal expenses and other
non-recurring professional fees incurred during the first quarter of 2021.



The ratios of non-interest expense less non-interest income to average assets,
known as the expense ratio, were 1.40% and 1.34% for the six months ended June
30, 2022 and 2021. The expense ratio increased because of increased non-interest
expenses and decreased non-interest income. The efficiency ratio (non-GAAP)
decreased from 59.06% at June 30, 2021 to 55.82% at June 30, 2022 due to revenue
increasing faster than expenses. For more information on the calculation of the
efficiency ratio, see "Non-GAAP Financial Measures" located within this
management's discussion and analysis.



Provision for income taxes



The provision for income taxes increased $0.5 million for the six months
ended June 30, 2022 compared to the same 2021 period due to higher pre-tax
income. The Company's effective tax rate was 14.4% at June 30, 2022 compared to
15.6% at June 30, 2021. The difference between the effective rate and the
enacted statutory corporate rate of 21% is due mostly to the effect of
tax-exempt income in relation to the level of pre-tax income. The decrease in
the effective tax rate was primarily due to higher tax-exempt interest income.
Due to challenges relating to current market conditions, the Company may not
have the ability to make a reliable estimate of all or part of its ordinary
income which could cause volatility in the effective tax rate. If the federal
corporate tax rate is increased, the Company's net deferred tax liabilities and
deferred tax assets will be re-valued upon adoption of the new tax rate. A
federal tax rate increase will decrease net deferred tax assets with a
corresponding decrease to provision for income taxes.



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                      Comparison of financial condition at

                       June 30, 2022 and December 31, 2021



Overview



Consolidated assets decreased $4.2 million to $2.4 billion as of June 30, 2022
relatively unchanged from December 31, 2021. The decrease in assets occurred
primarily in the investment portfolio which was partially offset by loan
portfolio growth.  The decline in the investment portfolio was primarily caused
by net unrealized losses which were partially offset by the related deferred tax
asset which is a component of other assets on the consolidated balance
sheets. Loan portfolio increases were funded by growth in deposits. As explained
in greater detail below, growth in deposits occurred because of various wealth
managed trust accounts accepted into a bank pledged money market account.



Funds Deployed:



Investment securities



At the time of purchase, management classifies investment securities into one of
three categories: trading, available-for-sale (AFS) or held-to-maturity (HTM).
To date, management has not purchased any securities for trading purposes. Some
of the securities the Company purchases are classified as AFS even though there
is no immediate intent to sell them. The AFS designation affords management the
flexibility to sell securities and position the balance sheet in response to
capital levels, liquidity needs or changes in market conditions. Debt securities
AFS are carried at fair value on the consolidated balance sheets with unrealized
gains and losses, net of deferred income taxes, reported separately within
shareholders' equity as a component of accumulated other comprehensive income
(AOCI). Securities designated as HTM are carried at amortized cost and represent
debt securities that the Company has the ability and intent to hold until
maturity.



Effective April 1, 2022, the Company transferred agency and municipal bonds with
a book value of $245.5 million from AFS to HTM in order to apply the accounting
for securities HTM to mitigate the effect AFS accounting has on the balance
sheet. The bonds that were transferred had the highest price volatility and
consisted of fixed-rate securities representing 70% of the agency portfolio, 70%
of the taxable municipal portfolio each laddered out on the short to
intermediate part of the curve and 35% of the tax-exempt municipal portfolio on
the long end of the curve were identified as the best candidates given the
Company's ability to hold those bonds to maturity. The market value of the
securities on the date of the transfer was $221.7 million, after netting
unrealized losses totaling $18.9 million. The $18.9 million, net of deferred
taxes, will be accreted against other comprehensive income over the life of the
bonds.



As of June 30, 2022, the carrying value of investment securities amounted to
$674.8 million, or 28% of total assets, compared to $739.0 million, or 31% of
total assets, as of December 31, 2021. On June 30, 2022, 36% of the carrying
value of the investment portfolio was comprised of U.S. Government Sponsored
Enterprise residential mortgage-backed securities (MBS - GSE residential or
mortgage-backed securities) that amortize and provide monthly cash flow that the
Company can use for reinvestment, loan demand, unexpected deposit outflow,
facility expansion or operations. The mortgage-backed securities portfolio
includes only pass-through bonds issued by Fannie Mae, Freddie Mac and the
Government National Mortgage Association (GNMA).



The Company's municipal (obligations of states and political subdivisions)
portfolio is comprised of tax-free municipal bonds with a book value of
$257.5 million and taxable municipal bonds with a book value of $86.3 million.
The overall credit ratings of these municipal bonds was as follows: 36% AAA, 62%
AA, 1% A and 1% escrowed.



During the first six months of 2022, the carrying value of total investments
decreased $64.2 million, or 9%. Purchases for the first half of 2022 totaled
$39.2 million, while principal reductions totaled $23.6 million and the decline
in unrealized gain/loss was $54.0 million in the AFS portfolio and $23.9 million
in unrealized losses were transferred to the HTM portfolio. The purchases were
funded principally by cash flow generated from the portfolio and excess
overnight liquidity. The Company attempts to maintain a well-diversified and
proportionate investment portfolio that is structured to complement the
strategic direction of the Company. Its growth typically supplements the lending
activities but also considers the current and forecasted economic conditions,
the Company's liquidity needs and interest rate risk profile.



A comparison of investment securities at June 30, 2022 and December 31, 2021 is
as follows:



                                         June 30, 2022                                              December 31, 2021
(dollars in
thousands)          Amount               %    Book yield       Reprice term       Amount               %    Book yield      Reprice term

MBS - GSE
residential        $ 239,766        35.5 %            1.8 %              6.4     $ 257,267        34.8 %            1.6 %             5.1
Obligations of
states &
political
subdivisions         321,535        47.7              2.9               14.3       364,710        49.4              2.3               7.5
Agency - GSE         113,532        16.8              2.3                7.0       117,003        15.8              1.4               5.2
Total              $ 674,833       100.0 %            2.4 %             10.2     $ 738,980       100.0 %            1.9 %             6.3




The investment securities portfolio contained no private label mortgage-backed
securities, collateralized mortgage obligations, collateralized debt
obligations, or trust preferred securities, and no off-balance sheet derivatives
were in use. The portfolio had no adjustable-rate instruments as of June 30,
2022 and December 31, 2021.



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Investment securities were comprised of AFS and HTM securities as of June 30,
2022 and AFS securities as of December 31, 2021. The AFS securities were
recorded with a net unrealized loss of $53.8 million and a net unrealized gain
of $0.2 million as of June 30, 2022 and December 31, 2021, respectively. Of the
net decline in the unrealized gain position of $54.0 million: $26.3 million was
attributable to municipal securities; $26.8 million was attributable to
mortgage-backed securities and $0.9 million was attributable to agency
securities. During the second quarter of 2022, securities with net unrealized
losses totaling $23.9 million were transferred to HTM of which subsequently $0.6
million was accreted against other comprehensive income. The direction and
magnitude of the change in value of the Company's investment portfolio is
attributable to the direction and magnitude of the change in interest rates
along the treasury yield curve. Generally, the values of debt securities move in
the opposite direction of the changes in interest rates. As interest rates along
the treasury yield curve rise, especially at the intermediate and long end, the
values of debt securities tend to decline. Whether or not the value of the
Company's investment portfolio will change above or below its amortized cost
will be largely dependent on the direction and magnitude of interest rate
movements and the duration of the debt securities within the Company's
investment portfolio. Management does not consider the reduction in value
attributable to changes in credit quality. Correspondingly, when interest rates
decline, the market values of the Company's debt securities portfolio could be
subject to market value increases.



As of June 30, 2022, the Company had $367.7 million in public deposits, or 17%
of total deposits. Pennsylvania state law requires the Company to maintain
pledged securities on these public deposits or otherwise obtain a FHLB letter of
credit or FDIC insurance for these customers. As of June 30, 2022, the balance
of pledged securities required for public and trust deposits was $415.0 million,
or 61% of total securities.



Quarterly, management performs a review of the investment portfolio to determine
the causes of declines in the fair value of each security. The Company uses
inputs provided by independent third parties to determine the fair value of its
investment securities portfolio. Inputs provided by the third parties are
reviewed and corroborated by management. Evaluations of the causes of the
unrealized losses are performed to determine whether impairment exists and
whether the impairment is temporary or other-than-temporary. Considerations such
as the Company's intent and ability to hold the securities until or sell prior
to maturity, recoverability of the invested amounts over the intended holding
period, the length of time and the severity in pricing decline below cost, the
interest rate environment, the receipt of amounts contractually due and whether
or not there is an active market for the securities, for example, are applied,
along with an analysis of the financial condition of the issuer for management
to make a realistic judgment of the probability that the Company will be unable
to collect all amounts (principal and interest) due in determining whether a
security is other-than-temporarily impaired. If a decline in value is deemed to
be other-than-temporary, the amortized cost of the security is reduced by the
credit impairment amount and a corresponding charge to current earnings is
recognized. During the quarter ended June 30, 2022, the Company did not incur
other-than-temporary impairment charges from its investment securities
portfolio.



Restricted investments in bank stock





Investment in Federal Home Loan Bank (FHLB) stock is required for membership in
the organization and is carried at cost since there is no market value
available. The amount the Company is required to invest is dependent upon the
relative size of outstanding borrowings the Company has with the FHLB of
Pittsburgh. Excess stock is repurchased from the Company at par if the amount of
borrowings decline to a predetermined level. In addition, the Company earns a
return or dividend based on the amount invested. Atlantic Community Bankers Bank
(ACBB) stock totaled $82 thousand as of June 30, 2022 and December 31, 2021. The
balance in FHLB stock was $3.5 million and $3.1 million as of June 30, 2022 and
December 31, 2021, respectively.  The dividends received from the FHLB totaled
$66 thousand and $70 thousand for the six months ended June 30, 2022 and 2021,
respectively.



Loans held-for-sale (HFS)



Upon origination, most residential mortgages and certain Small Business
Administration (SBA) guaranteed loans may be classified as held-for-sale (HFS).
In the event of market rate increases, fixed-rate loans and loans not
immediately scheduled to re-price would no longer produce yields consistent with
the current market. In declining interest rate environments, the Company would
be exposed to prepayment risk as rates on fixed-rate loans decrease, and
customers look to refinance loans. Consideration is given to the Company's
current liquidity position and projected future liquidity needs. To better
manage prepayment and interest rate risk, loans that meet these conditions may
be classified as HFS. Occasionally, residential mortgage and/or business loans
may be transferred from the loan portfolio to HFS. The carrying value of loans
HFS is based on the lower of cost or estimated fair value. If the fair values of
these loans decline below their original cost, the difference is written down
and charged to current earnings. Subsequent appreciation in the portfolio is
credited to current earnings but only to the extent of previous write-downs.



As of June 30, 2022 and December 31, 2021, loans HFS consisted of residential
mortgages with carrying amounts of $4.0 million and $31.7 million, respectively,
which approximated their fair values. During the six months ended June 30, 2022,
residential mortgage loans with principal balances of $52.3 million were sold
into the secondary market and the Company recognized net gains of $1.2 million,
compared to $133.6 million and $3.5 million, respectively, during the six months
ended June 30, 2021.


Management completed $17.1 million in transfers of mortgages HFS to the held-for-investment portfolio during the first half of 2022.





The Company retains mortgage servicing rights (MSRs) on loans sold into the
secondary market. MSRs are retained so that the Company can foster personal
relationships. At June 30, 2022 and December 31, 2021, the servicing portfolio
balance of sold residential mortgage loans was $461.6 million and $430.9
million, respectively, with mortgage servicing rights of $1.8 million and $1.7
million for the same periods, respectively.



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Loans and leases


As of June 30, 2022, the Company had gross loans and leases, including originated and acquired loans and leases, totaling $1.5 billion compared to $1.4 billion at December 31, 2021, an increase of $57.5 million, or 4%.





Growth in the portfolio was primarily attributed to the $39.9 million increase
in the residential portfolio, including $13 million in mortgage loans originated
during 2021 as available-for-sale but reclassified to the held-for-investment
portfolio during the first quarter 2022.  The Company elected to reclassify the
mortgage loans, which meet FNMA underwriting guidelines and are considered high
quality, to realize the better yields than those alternately available during
the first quarter of 2022.  This growth was supplemented by a $20.0 million
increase in the consumer portfolio during the first half of 2022.



The composition of the loan portfolio at June 30, 2022 and December 31, 2021 is
summarized as follows:



                                  June 30, 2022             December 31, 2021
(dollars in thousands)         Amount                %     Amount                %
Commercial and industrial    $   219,439        14.7 %   $   236,304        16.5 %
Commercial real estate:
Non-owner occupied               317,884        21.3         312,848        21.8
Owner occupied                   259,844        17.4         248,755        17.3
Construction                      19,515         1.3          21,147         1.5
Consumer:
Home equity installment           51,883         3.5          47,571         3.3

Home equity line of credit 55,578 3.7 54,878


 3.8
Auto                             127,590         8.5         118,029         8.2
Direct finance leases             32,254         2.2          26,232         1.8
Other                              7,450         0.5           8,013         0.6
Residential:
Real estate                      364,957        24.5         325,861        22.8
Construction                      35,677         2.4          34,919         2.4
Gross loans                    1,492,071       100.0 %     1,434,557       100.0 %
Less:
Allowance for loan losses        (16,590 )                   (15,624 )
Unearned lease revenue            (1,766 )                    (1,429 )
Net loans                    $ 1,473,715                 $ 1,417,504

Loans held-for-sale          $     4,011                 $    31,727

Commercial & industrial (C&I) and commercial real estate (CRE)





As of June 30, 2022, the commercial loan portfolio decreased by $2.4 million to
$816.7 million compared to the December 31, 2021 balance of $819.1 million due
to a $37.4 million reduction in PPP loans (net of deferred fees). Excluding the
reduction in PPP loans during the six months ended June 30, 2022, the commercial
portfolio grew $35.0 million with the growth stemming from the both the C&I and
CRE portfolios.



Excluding PPP loans, C&I loans grew $20.5 million primarily due to three loans
originated during the first half of 2022 to three unrelated borrowers consisting
of one commercial fixed term note and two tax-free municipal loans.  Other C&I
loan originations in various industries were offset by scheduled and unscheduled
paydowns in the portfolio.


CRE loans increased $14.5 million with growth in owner occupied and non-owner occupied CRE offsetting a reduction in construction loan balances.

Paycheck Protection Program Loans





The Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, was signed
into law on March 27, 2020, and provided over $2.0 trillion in emergency
economic relief to individuals and businesses impacted by the COVID-19 pandemic.
The CARES Act authorized the Small Business Administration (SBA) to temporarily
guarantee loans under a new 7(a) loan program called the Paycheck Protection
Program (PPP).


As a qualified SBA lender, the Company was automatically authorized to originate PPP loans, and during the second and third quarter of 2020, the Company originated 1,551 loans totaling $159 million under the Paycheck Protection Program.





Under the PPP, the entire principal amount of the borrower's loan, including any
accrued interest, is eligible to be reduced by the loan forgiveness amount, so
long as the employer maintains or quickly rehires employees and maintains salary
levels and 60% of the loan proceeds are used for payroll expenses, with the
remaining 40% of the loan proceeds used for other qualifying expenses.



As part of the Economic Relief Act, which became law on December 27, 2020, an
additional $284 billion of federal resources was allocated to a reauthorized and
revised PPP. On January 19, 2021, the Company began processing and originating
PPP loans for this second round, which subsequently ended on May 31, 2021, and
during this round, the Company originated 1,022 loans totaling $77 million.



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Beginning in the fourth quarter of 2020 and continuing during 2022, the Company
submitted PPP forgiveness applications to the SBA, and through June 30, 2022,
the Company received forgiveness or paydowns of $234.2 million, or 99%, of the
original PPP loan balances of $236.3 million with $31.0 million occurring during
the six months ended June 30, 2022.



As a PPP lender, the Company received fee income of approximately $9.9 million
with $9.8 million recognized to date, including $0.7 million recognized during
the first quarter of 2022 and $0.5 million during the second quarter of 2022.
Unearned fees attributed to PPP loans, net of fees paid to referral sources as
prescribed by the SBA under the PPP, were $0.1 million as of June 30, 2022.



The PPP loans originated by size were as follows as of June 30, 2022:





                                              Balance          Current                              SBA fee
(dollars in thousands)                      originated         balance        Total SBA fee       recognized
$150,000 or less                           $      76,594     $       614     $         4,866     $       4,820
Greater than $150,000 but less than
$2,000,000                                       128,082           1,550               4,765             4,733
$2,000,000 or higher                              31,656               -                 316               316
Total PPP loans originated                 $     236,332     $     2,164     $         9,947     $       9,869




The table above does not include the $20.3 million in PPP loans acquired because
of the merger with Landmark during the third quarter of 2021. As of June 30,
2022, the balance of outstanding acquired PPP loans was $0.4 million.



Consumer


The consumer loan portfolio consisted of home equity installment, home equity line of credit, automobile, direct finance leases and other consumer loans.





As of June 30, 2022, the consumer loan portfolio increased by $20.0 million, or
8%, to $274.7 million compared to the December 31, 2021 balance of $254.7
million, primarily due to growth in the auto loan and lease portfolios.  Auto
loans grew $9.6 million from continued demand for higher priced automobiles and
new dealer relationships. Direct finance leases increased $6.0 million primarily
due to higher residual values and more automobile leases added than expired.
Home equity installment loans also grew $4.3 million from the spring home equity
campaign.



Residential



As of June 30, 2022, the residential loan portfolio increased by $39.9 million,
or 11%, to $400.6 million compared to the December 31, 2021 balance of $360.7
million. The increase was due in part to a strategic reclassification of $13
million in available-for-sale mortgages booked during 2021 to
held-for-investment loans during the first quarter of 2022. The remainder of the
increase was due to a shift from mortgage loans sold to loans
held-for-investment due to increased jumbo loans and the pricing of loans in the
secondary market and more adjustable rate mortgages which are not being sold in
the secondary market.



The residential loan portfolio consisted primarily of held-for-investment
residential loans for primary residences. Management expects the sudden historic
rise in interest rates to impact demand for residential mortgages throughout the
second half of 2022.



Allowance for loan losses



Management evaluates the credit quality of the Company's loan portfolio and
performs a formal review of the adequacy of the allowance for loan losses
(allowance) on a quarterly basis. The allowance reflects management's best
estimate of the amount of credit losses in the loan portfolio. Management's
judgment is based on the evaluation of individual loans, experience, the
assessment of current economic conditions and other relevant factors including
the amounts and timing of cash flows expected to be received on impaired loans.
Those estimates may be susceptible to significant change. The provision for loan
losses represents the amount necessary to maintain an appropriate allowance.
Loan losses are charged directly against the allowance when loans are deemed to
be uncollectible. Recoveries from previously charged-off loans are added to the
allowance when received.



Management applies two primary components during the loan review process to
determine proper allowance levels. The two components are a specific loan loss
allocation for loans that are deemed impaired and a general loan loss allocation
for those loans not specifically allocated. The methodology to analyze the
adequacy of the allowance for loan losses is as follows:



  ? identification of specific impaired loans by loan category;

? calculation of specific allowances where required for the impaired loans based

on collateral and other objective and quantifiable evidence;

? determination of loans with similar credit characteristics within each class

of the loan portfolio segment and eliminating the impaired loans;

? application of historical loss percentages (trailing twelve-quarter average)

to pools to determine the allowance allocation; and

? application of qualitative factor adjustment percentages to historical losses


    for trends or changes in the loan portfolio, regulations, and/or current
    economic conditions.




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A key element of the methodology to determine the allowance is the Company's
credit risk evaluation process, which includes credit risk grading of individual
commercial loans. Commercial loans are assigned credit risk grades based on the
Company's assessment of conditions that affect the borrower's ability to meet
its contractual obligations under the loan agreement. That process includes
reviewing borrowers' current financial information, historical payment
experience, credit documentation, public information and other information
specific to each individual borrower. Upon review, the commercial loan credit
risk grade is revised or reaffirmed. The credit risk grades may be changed at
any time management determines an upgrade or downgrade may be warranted. The
credit risk grades for the commercial loan portfolio are considered in the
reserve methodology and loss factors are applied based upon the credit risk
grades. The loss factors applied are based upon the Company's historical
experience as well as what management believes to be best practices and within
common industry standards. Historical experience reveals there is a direct
correlation between the credit risk grades and loan charge-offs. The changes in
allocations in the commercial loan portfolio from period-to-period are based
upon the credit risk grading system and from periodic reviews of the loan
portfolio.



Acquired loans are initially recorded at their acquisition date fair values with
no carryover of the existing related allowance for loan losses. Fair values are
based on a discounted cash flow methodology that involves assumptions and
judgements as to credit risk, expected lifetime losses, environmental factors,
collateral values, discount rates, expected payments and expected prepayments.
Upon acquisition, in accordance with GAAP, the Company has individually
determined whether each acquired loan is within the scope of ASC 310-30. These
loans are deemed purchased credit impaired loans and the excess of cash flows
expected at acquisition over the estimated fair value is referred to as the
accretable discount and is recognized into interest income over the remaining
life of the loan. The difference between contractually required payments at
acquisition and the cash flows expected to be collected at acquisition is
referred to as the non-accretable discount.



Acquired ASC 310-20 loans, which are loans that did not meet the criteria of ASC
310-30, were pooled into groups of similar loans based on various factors
including borrower type, loan purpose, and collateral type. These loans are
initially recorded at fair value and include credit and interest rate marks
associated with purchase accounting adjustments. Purchase premiums or discounts
are subsequently amortized as an adjustment to yield over the estimated
contractual lives of the loans. There is no allowance for loan losses
established at the acquisition date for acquired performing loans. An allowance
for loan losses is recorded for any credit deterioration in these loans after
acquisition.



Each quarter, management performs an assessment of the allowance for loan
losses. The Company's Special Assets Committee meets quarterly, and the
applicable lenders discuss each relationship under review and reach a consensus
on the appropriate estimated loss amount, if applicable, based on current
accounting guidance. The Special Assets Committee's focus is on ensuring the
pertinent facts are considered regarding not only loans considered for specific
reserves, but also the collectability of loans that may be past due. The
assessment process also includes the review of all loans on non-accrual status
as well as a review of certain loans to which the lenders or the Credit
Administration function have assigned a criticized or classified risk rating.



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The following tables set forth the activity in the allowance for loan losses and certain key ratios for the period indicated:





                                                As of and       As of and for      As of and
                                                 for the             the            for the
                                                six months      twelve months      six months
                                                  ended             ended            ended
                                                 June 30,       December 31,        June 30,
(dollars in thousands)                             2022             2021              2021

Balance at beginning of period                 $     15,624     $      14,202     $     14,202

Charge-offs:
Commercial and industrial                               (31 )            (130 )           (106 )
Commercial real estate                                   (1 )            (491 )           (132 )
Consumer                                               (136 )            (206 )            (82 )
Residential                                               -              (162 )            (43 )
Total                                                  (168 )            (989 )           (363 )

Recoveries:
Commercial and industrial                                 4                23               15
Commercial real estate                                   28               250              235
Consumer                                                 50               138               56
Residential                                               2                 -                -
Total                                                    84               411              306
Net charge-offs                                         (84 )            (578 )            (57 )
Provision for loan losses                             1,050             2,000            1,100
Balance at end of period                       $     16,590     $      15,624     $     15,245

Allowance for loan losses to total loans               1.11 %            1.09 %           1.35 %
Net charge-offs to average total loans
outstanding                                            0.01 %            0.04 %           0.01 %
Average total loans                            $  1,475,038     $   1,299,960     $  1,156,166
Loans 30 - 89 days past due and accruing       $      1,168     $       1,982     $      5,072
Loans 90 days or more past due and accruing    $         49     $          64     $         24
Non-accrual loans                              $      3,206     $       2,949     $      3,171
Allowance for loan losses to non-accrual
loans                                                  5.17 x            5.30 x           4.81 x
Allowance for loan losses to non-performing
loans                                                  5.10 x            5.19 x           4.77 x




The allowance increased $1.0 million, or 6%, to $16.6 million at June 30, 2022
from $15.6 million at December 31, 2021 due to provisioning of $1.1 million
partially offset by $0.1 million in net charge-offs. The allowance for loan and
lease losses increased as a percentage of total loans at 1.11% as of June 30,
2022 compared to 1.09% as of December 31, 2021 because the growth in the
allowance (6%) outpaced the growth in the total loans (4%) through June 30,
2022.



Loans acquired from the Merchants and Landmark mergers (performing and
non-performing) were initially recorded at their acquisition-date fair values.
Since there is no initial credit valuation allowance recorded under this method,
the Company established a post-acquisition allowance for loan losses to record
losses which may subsequently arise on the acquired loans.



PPP loans made to eligible borrowers have a 100% SBA guarantee. Given this guarantee, no allowance for loan and lease losses was recorded for these loans.





Management believes that the current balance in the allowance for loan losses is
sufficient to meet the identified potential credit quality issues that may arise
and other issues unidentified but inherent to the portfolio. Potential problem
loans are those where there is known information that leads management to
believe repayment of principal and/or interest is in jeopardy and the loans are
currently neither on non-accrual status nor past due 90 days or more.



During the first quarter of 2022, management increased the qualitative factors
associated with its commercial, consumer, and residential portfolios related to
the rise in rates that occurred during the quarter, and the adverse impact that
these increased rates are anticipated to have on estimated credit losses.



During the second quarter of 2022, management increased the qualitative factors
associated with its commercial, consumer, and residential portfolios related to
the rise in rates that occurred during the quarter, and the adverse impact that
these increased rates are anticipated to have on estimated credit losses. These
increases were partially offset by a reduction in the qualitative factors for
the owner occupied CRE and residential RE portfolios related to the historically
low delinquency observed in these portfolios.



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The allocation of net charge-offs among major categories of loans are as follows
for the periods indicated:



                                                For the                             For the
                                                  six                                 six
                                                months                              months
                                                 ended                               ended
                                               June 30,       % of Total Net       June 30,       % of Total Net
(dollars in thousands)                           2022           Charge-offs          2021          Charge-offs
Net charge-offs
Commercial and industrial                      $     (27 )                  32 %   $     (91 )                160 %
Commercial real estate                                27                   (32 )         103                 (181 )
Consumer                                             (86 )                 102           (26 )                 46
Residential                                            2                    (2 )         (43 )                 75
Total net charge-offs                          $     (84 )                 100 %   $     (57 )                100 %




For the six months ended June 30, 2022, net charge-offs against the allowance
totaled $84 thousand compared with net charge-offs of $57 thousand for the six
months ended June 30, 2021, representing a $27 thousand, or 47%, increase. Net
charge offs were stable as a percentage of the total loan portfolio at 0.01% for
the six (6) months ended June 30, 2022 compared with the six (6) months ended
June 30, 2021.



For a discussion on the provision for loan losses, see the "Provision for loan
losses," located in the results of operations section of management's discussion
and analysis contained herein.



The allowance for loan losses can generally absorb losses throughout the loan
portfolio. However, in some instances an allocation is made for specific loans
or groups of loans. Allocation of the allowance for loan losses for different
categories of loans is based on the methodology used by the Company, as
previously explained. The changes in the allocations from period-to-period are
based upon quarter-end reviews of the loan portfolio.



Allocation of the allowance among major categories of loans for the periods
indicated, as well as the percentage of loans in each category to total loans,
is summarized in the following table. This table should not be interpreted as an
indication that charge-offs in future periods will occur in these amounts or
proportions, or that the allocation indicates future charge-off trends. When
present, the portion of the allowance designated as unallocated is within the
Company's guidelines:



                                    June 30, 2022               December 31, 2021                June 30, 2021
                                              Category                       Category                      Category
                                                % of                           % of                          % of
(dollars in thousands)         Allowance        Loans        Allowance         Loans        Allowance        Loans
Category
Commercial real estate        $     6,963            40 %   $     7,422             41 %   $     7,228            36 %
Commercial and industrial           2,745            15           2,204             16           2,324            22
Consumer                            2,770            18           2,404             18           2,497            19
Residential real estate             4,037            27           3,508             25           3,070            23
Unallocated                            75             -              86              -             126             -
Total                         $    16,590           100 %   $    15,624            100 %   $    15,245           100 %




As of June 30, 2022, the commercial loan portfolio, consisting of CRE and C&I
loans, comprised 59% of the total allowance for loan losses compared with 62% on
December 31, 2021. The commercial loan allowance allocation declined but
remained higher than the commercial loan allocation (55%), due to the payoff of
commercial real estate loans to a single borrower with a large specific
impairment during the first quarter of 2022.



As of June 30, 2022, the consumer loan portfolio comprised 17% of the total allowance for loan losses compared with 15% on December 31, 2021. The two percentage point increase in the consumer loan allowance allocation was the result of growth in the consumer portfolio during the first half of the year.





As of June 30, 2022, the residential loan portfolio comprised 24% of the total
allowance for loan losses compared with 22% on December 31, 2021. The two
percentage point increase was the result of the relative increase in this loan
category, which increased to 27% as of June 30, 2022 from 25% at December 31,
2021.



As of June 30, 2022, the unallocated reserve, representing the portion of the
allowance not specifically identified with a loan or groups of loans, was less
than 1% of the total allowance for loan losses unchanged from December 31, 2021.



Non-performing assets



The Company defines non-performing assets as accruing loans past due 90 days or
more, non-accrual loans, troubled debt restructurings (TDRs), other real estate
owned (ORE) and repossessed assets.



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The following table sets forth non-performing assets data as of the period
indicated:



                                                                     December 31,
(dollars in thousands)                            June 30, 2022          2021          June 30, 2021

Loans past due 90 days or more and accruing      $            49     $         64     $            24
Non-accrual loans *                                        3,206            2,949               3,171
Total non-performing loans                                 3,255            3,013               3,195
Troubled debt restructurings                               1,358            2,987               2,484
Other real estate owned and repossessed assets               128              434                 365
Total non-performing assets                      $         4,741     $      

6,434 $ 6,044

Total loans, including loans held-for-sale $ 1,494,316 $ 1,464,855 $ 1,134,157 Total assets

$     2,414,940     $  2,419,104     $     1,949,233
Non-accrual loans to total loans                            0.21 %           0.20 %              0.28 %
Non-performing loans to total loans                         0.22 %           0.21 %              0.28 %
Non-performing assets to total assets                       0.20 %           0.27 %              0.31 %


* In the table above, the amount includes non-accrual TDRs of $0.4 million as
of June 30, 2022, $0.6 million as of December 31, 2021 and $0.7 million as of
June 30, 2021.



Management routinely reviews the loan portfolio to identify loans that are
either delinquent or are otherwise deemed by management unable to repay in
accordance with contractual terms. Generally, loans of all types are placed on
non-accrual status if a loan of any type is past due 90 or more days or if
collection of principal and interest is in doubt. Further, unsecured consumer
loans are charged-off when the principal and/or interest is 90 days or more past
due. Uncollected interest income accrued on all loans placed on non-accrual is
reversed and charged to interest income.



Non-performing assets represented 0.20% of total assets at June 30, 2022
compared with 0.27% at December 31, 2021.  The improvement resulted from a $1.7
million, or 26%, decrease in non-performing assets. Non-performing assets
decreased due to a $1.6 million reduction in accruing troubled debt
restructurings and a $0.3 million reduction in other real estate owned and
repossessed assets partially offset by the $0.2 million increase in non-accrual
loans.



From December 31, 2021 to June 30, 2022, non-accrual loans increased $0.3
million, or 9%, from $2.9 million to $3.2 million. The $0.3 million increase in
non-accrual loans was primarily the result of $1.6 million in additions
partially offset by $0.8 million in payments, $0.4 million in moves to ORE, and
$0.1 million in moves to accrual.



At June 30, 2022, there were a total of 40 loans to 30 unrelated borrowers with
balances that ranged from less than $1 thousand to $0.8 million. At December 31,
2021, there were a total of 31 loans to 28 unrelated borrowers with balances
that ranged from less than $1 thousand to $0.7 million.



There were two full recourse auto loans totaling $49 thousand that were over 90
days past due as of June 30, 2022 compared to two direct finance leases totaling
$64 thousand that were over 90 days past due as of December 31, 2021. The
delinquent auto loans are fully guaranteed under a formal recourse agreement
with the originating auto dealer and were in process of orderly collection.



The Company seeks payments from all past due customers through an aggressive
customer communication process. Unless well-secured and in the process of
collection, past due loans will be placed on non-accrual at the 90-day point
when it is deemed that a customer is non-responsive and uncooperative to
collection efforts.



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The composition of non-performing loans as of June 30, 2022 is as follows:





                                                      Past due
                                     Gross           90 days or           Non-         Total non-        % of
                                     loan             more and          accrual        performing        gross
(dollars in thousands)             balances        still accruing        loans           loans           loans
Commercial and industrial         $   219,439     $              -     $      791     $        791          0.36 %
Commercial real estate:
Non-owner occupied                    317,884                    -            717              717          0.23 %
Owner occupied                        259,844                    -          1,285            1,285          0.49 %
Construction                           19,515                    -              -                -             -
Consumer:
Home equity installment                51,883                    -              -                -             -
Home equity line of credit             55,578                    -            167              167          0.30 %
Auto loans                            127,590                   49            204              253          0.20 %
Direct finance leases *                30,488                    -              -                -             -
Other                                   7,450                    -              -                -             -
Residential:
Real estate                           364,957                    -             42               42          0.01 %
Construction                           35,677                    -              -                -             -
Loans held-for-sale                     4,011                    -              -                -             -
Total                             $ 1,494,316     $             49     $    3,206     $      3,255          0.22 %



*Net of unearned lease revenue of $1.8 million.





Payments received from non-accrual loans are recognized on a cost recovery
method. Payments are first applied to the outstanding principal balance, then to
the recovery of any charged-off loan amounts. Any excess is treated as a
recovery of interest income. If the non-accrual loans that were outstanding as
of June 30, 2022 had been performing in accordance with their original terms,
the Company would have recognized interest income with respect to such loans of
$92 thousand.


The following tables set forth the activity in TDRs for the periods indicated:

As of and for the six months ended June 30, 2022


                                              Accruing                 Non-accruing
                                             Commercial       Commercial         Commercial
(dollars in thousands)                      real estate       real estate       & industrial        Total
Troubled Debt Restructures:
Beginning balance                           $      2,987     $         419     $          135     $   3,541
Additions                                              -                 -                  -             -
Pay downs / payoffs                               (1,629 )             (61 )             (135 )      (1,825 )
Charge offs                                            -                 -                  -             -
Ending balance                              $      1,358     $         358     $            -     $   1,716
Number of loans                                        6                 1                  -             7





As of and for the year ended December 31, 2021


                                              Accruing                Non-accruing
                                             Commercial       Commercial       Commercial
(dollars in thousands)                      real estate      real estate      & industrial        Total
Troubled Debt Restructures:
Beginning balance                           $      2,571     $        456     $         206     $   3,233
Additions                                            519                -                 -           519
Pay downs / payoffs                                 (103 )            (37 )              (6 )        (146 )
Charge offs                                            -                -               (65 )         (65 )
Ending balance                              $      2,987     $        419     $         135     $   3,541
Number of loans                                        8                1                 2            11




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The Company, on a regular basis, reviews changes to loans to determine if they
meet the definition of a TDR. TDRs arise when a borrower experiences financial
difficulty and the Company grants a concession that it would not otherwise grant
based on current underwriting standards to maximize the Company's recovery.



From December 31, 2021 to June 30, 2022, TDRs declined $1.8 million, or 52%,
primarily due to payoff of two commercial real estate TDRs to a single borrower
totaling $1.6 million and the payoff of two C&I TDRs to a single borrower
totaling $0.1 million. At December 31, 2021, there were a total of 11 TDRs by 8
unrelated borrowers with balances that ranged from $50 thousand to $1.3 million,
and at June 30, 2022, there were a total of 7 TDRs by 6 unrelated borrowers with
balances that ranged from $89 thousand to $0.5 million.



Loans modified in a TDR may or may not be placed on non-accrual status. At June
30, 2022, there was one TDR totaling $0.4 million that was on non-accrual status
compared to three TDRs totaling $0.6 million at December 31, 2021.



Foreclosedassets held-for-sale





From December 31, 2021 to June 30, 2022, foreclosed assets held-for-sale (ORE)
declined from $434 thousand to $128 thousand, a $306 thousand decrease, which
was primarily attributed to two ORE properties totaling $283 thousand that were
sold during the first quarter. One property totaling $437 thousand was also
added to ORE and sold during the first quarter.



The following table sets forth the activity in the ORE component of foreclosed
assets held-for-sale:



                                   June 30, 2022          December 31, 2021
(dollars in thousands)            Amount        #         Amount           #

Balance at beginning of period $ 434 5 $ 256

 6

Additions                              437        1            969           7
Pay downs                               (6 )                     -
Write downs                            (17 )                   (16 )
Sold                                  (720 )     (3 )         (775 )        (8 )
Balance at end of period         $     128        3     $      434           5




As of June 30, 2022, ORE consisted of three properties securing loans to three
unrelated borrowers totaling $128 thousand. Two properties ($127 thousand) to
two unrelated borrowers were added in 2021 and one property ($1 thousand) was
added in 2017. Of the three properties, one property is under agreement of sale
and two properties are listed for sale.



As of June 30, 2022 and December 31, 2021, the Company had no other repossessed assets held-for-sale.

Cash surrender value of bank owned life insurance





The Company maintains bank owned life insurance (BOLI) for a chosen group of
employees at the time of purchase, namely its officers, where the Company is the
owner and sole beneficiary of the policies. BOLI is classified as a non-interest
earning asset. Increases in the cash surrender value are recorded as components
of non-interest income. The BOLI is profitable from the appreciation of the cash
surrender values of the pool of insurance and its tax-free advantage to the
Company. This profitability is used to offset a portion of current and future
employee benefit costs. As a result of the Landmark acquisition, the Company
acquired $7.2 million in BOLI during the third quarter of 2021. The BOLI cash
surrender value build-up can be liquidated if necessary, with associated tax
costs. However, the Company intends to hold this pool of insurance, because it
provides income that enhances the Company's capital position. Therefore, the
Company has not provided for deferred income taxes on the earnings from the
increase in cash surrender value.



Premises and equipment



Net of depreciation, premises and equipment increased $1.5 million during the
first six months of 2022. The Company purchased $0.3 million in fixed assets and
added $3.6 million in construction in process during the first half of 2022. The
increase in construction in process was primarily due to the purchase of the
Scranton Electric Building for a new headquarters in Scranton, PA. These
increases were partially offset by $1.1 million in depreciation expense and $1.2
million in transfers to other assets held-for-sale. The Company expects to begin
branch remodeling and corporate headquarters planning which may continue to
increase construction in process and is evaluating its branch network looking
for consolidation that makes sense for more efficient operations.



On December 23, 2020, the Commonwealth of Pennsylvania authorized the release of
$2.0 million in Redevelopment Assistance Capital Program (RACP) funding for the
Company's headquarters project in Lackawanna County. On December 2, 2021, the
Company announced it would be receiving an additional $2.0 million in RACP
funding in support of the project. The $4.0 million in total RACP grant funds
will be allocated to the renovation and rehabilitation of the historic building
located in downtown Scranton which will be used for the new corporate
headquarters. The Company currently expects net remaining costs for the
corporate headquarters to be $15.8 million over approximately two years
beginning during the fourth quarter of 2022. In addition, the Company intends to
pursue a federal historic preservation tax credit which, if it qualifies, would
provide a 20% tax credit on qualified improvements on the historic property.



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The Company is planning to open a new branch and administrative office for
Luzerne County in Wilkes-Barre in October and is currently renovating the new
location for the Bethlehem branch.  The Company also plans to remodel the Main
Branch located in Dunmore, PA which is expected to begin in August 2022 and
estimated costs for the project are currently $3 million.



Other assets



During the first six months of 2022, the $17.1 million increase in other assets
was due mostly to a $16.2 million increase in deferred tax assets from net
unrealized losses in the investment portfolio, $0.6 million increase in other
assets held-for-sale and $0.5 million increase in prepaid dealer reserve.



Funds Provided:



Deposits



The Company is a community based commercial depository financial institution,
member FDIC, which offers a variety of deposit products with varying ranges of
interest rates and terms. Generally, deposits are obtained from consumers,
businesses and public entities within the communities that surround the
Company's 22 branch offices and all deposits are insured by the FDIC up to the
full extent permitted by law. Deposit products consist of transaction accounts
including: savings; clubs; interest-bearing checking; money market and
non-interest bearing checking (DDA). The Company also offers short- and
long-term time deposits or certificates of deposit (CDs). CDs are deposits with
stated maturities which can range from seven days to ten years. Cash flow from
deposits is influenced by economic conditions, changes in the interest rate
environment, pricing and competition. To determine interest rates on its deposit
products, the Company considers local competition, spreads to earning-asset
yields, liquidity position and rates charged for alternative sources of funding
such as short-term borrowings and FHLB advances.



The following table represents the components of deposits as of the date
indicated:



                                 June 30, 2022             December 31, 2021
(dollars in thousands)        Amount           %          Amount           %

Interest-bearing checking   $   688,275        31.0 %   $   730,595        33.7 %
Savings and clubs               245,297        11.1         234,747        10.8
Money market                    547,957        24.7         475,447        21.9
Certificates of deposit         125,108         5.6         138,793         6.4
Total interest-bearing        1,606,637        72.4       1,579,582        72.8
Non-interest bearing            610,987        27.6         590,283        27.2
Total deposits              $ 2,217,624       100.0 %   $ 2,169,865       100.0 %




Total deposits increased $47.8 million, or 2%, remaining at approximately $2.2
billion at June 30, 2022 and December 31, 2021. During the second quarter of
2022, the Company accepted $52 million from various wealth managed trust
accounts into a bank pledged money market account which increased total
deposits. Money market accounts grew $72.5 million primarily due to
the $51.8 million from trust accounts along with a $24.0 million transfer from
an interest-bearing checking account. Non-interest bearing checking accounts
increased $20.7 million, including a $7.5 million seasonal temporary deposit
from one business customer. The remaining growth in non-interest bearing
checking balances was due to increases in business checking accounts.  Savings
and clubs also increased $10.5 million due to personal savings
growth. Interest-bearing checking accounts decreased $42.3 million during the
first half of 2022. The decrease in interest-bearing checking accounts was
primarily due to the aforementioned $24.0 million transfer to money market and
seasonal activity in public accounts. The Company focuses on obtaining a
full-banking relationship with existing checking account customers as well as
forming new customer relationships. The Company will continue to execute on its
relationship development strategy, explore the demographics within its
marketplace and develop creative programs for its customers. For the remainder
of 2022, the Company expects deposit balances to decline as clients transfer
their deposits to investments to earn higher interest. Seasonal public deposit
fluctuations are expected to remain volatile and at times may partially offset
future deposit growth.



Partially offsetting these non-maturing deposit increases, CDs decreased
$13.7 million during the first half of 2022. CD balances continue to decline as
rates lagged capital market rate increases and CDs with promotional rates
reached maturity. The majority of maturing CDs were closed as customers could
earn higher yields by investing the money elsewhere. The Company will continue
to pursue strategies to grow and retain retail and business customers with an
emphasis on deepening and broadening existing and creating new relationships.



The Company uses the Certificate of Deposit Account Registry Service (CDARS)
reciprocal program and Insured Cash Sweep (ICS) reciprocal program to obtain
FDIC insurance protection for customers who have large deposits that at times
may exceed the FDIC maximum insured amount of $250,000. The Company did not have
any CDARs as of June 30, 2022 and December 31, 2021. As of June 30, 2022 and
December 31, 2021, ICS reciprocal deposits represented $25.3 million and $27.6
million, or 1% each, of total deposits which are included in interest-bearing
checking accounts in the table above. The $2.3 million decrease in ICS deposits
is primarily due to business deposit transfers from ICS accounts to other
interest-bearing checking accounts.



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Table of Contents





As of June 30, 2022, total uninsured deposits were estimated to be
$995.5 million. The estimate of uninsured deposits is based on the same
methodologies and assumptions used for regulatory reporting requirements. The
Company aggregates deposit products by taxpayer identification number and
classifies into ownership categories to estimate amounts over the FDIC insurance
limit.


The maturity distribution of certificates of deposit that meet or exceed the FDIC limit, by account, at June 30, 2022 is as follows:





(dollars in thousands)
Three months or less                    $  1,757
More than three months to six months       9,656
More than six months to twelve months      3,220
More than twelve months                    5,444

Total                                   $ 20,077




Approximately 44% of the CDs, with a weighted-average interest rate of 0.28%,
are scheduled to mature in 2022 and an additional 38%, with a weighted-average
interest rate of 0.31%, are scheduled to mature in 2023. Renewing CDs are
currently expected to re-price to lower market rates depending on the rate on
the maturing CD, the pace and direction of interest rate movements, the shape of
the yield curve, competition, the rate profile of the maturing accounts and
depositor preference for alternative, non-term products. The Company plans to
address repricing CDs in the ordinary course of business on a relationship basis
and is prepared to match rates when prudent to maintain relationships. Growth in
CD accounts is challenged by the current and expected rate environment and
clients' preference for short-term rates. The Company will develop CD
promotional programs when the Company deems that it is economically feasible to
do so or when demand exists. The Company will consider the needs of the
customers and simultaneously be mindful of the liquidity levels, borrowing rates
and the interest rate sensitivity exposure of the Company.



Short-term borrowings


Borrowings are used as a complement to deposit generation as an alternative funding source whereby the Company will borrow under advances from the FHLB of Pittsburgh and other correspondent banks for asset growth and liquidity needs.





Short-term borrowings may include overnight balances with FHLB line of credit
and/or correspondent bank's federal funds lines which the Company may require to
fund daily liquidity needs such as deposit outflow, loan demand and operations.
There was $10 thousand in short-term borrowings as of June 30, 2022 and $0 as of
December 31, 2021 as growth in deposits funded asset growth. If deposit
balances decline, the Company may need to use short-term borrowings to fund loan
growth for the second half of 2022. As of June 30, 2022, the Company had the
ability to borrow $111.6 million from the Federal Reserve borrower-in-custody
program, $145.9 million in overnight borrowings with the FHLB and $31.0 million
from lines of credit with correspondent banks.



Secured borrowings


As of June 30, 2022 and December 31, 2021, the Company had 9 secured borrowing agreements with third parties with a fair value of $7.7 million related to certain sold loan participations that did not qualify for sales treatment acquired from Landmark. Secured borrowings are expected to decrease in the second half of 2022 from scheduled amortization and, when possible, early pay-offs.





FHLB advances



The Company had no FHLB advances as of June 30, 2022 and December 31, 2021.
During the first quarter of 2021, the Company paid off $5 million in FHLB
advances with a weighted average interest rate of 3.07%. During the third
quarter of 2021, the Company acquired $4.5 million in FHLB advances from the
Landmark merger that was subsequently paid off. As of June 30, 2022, the Company
had the ability to borrow an additional $595.2 million from the FHLB, including
any overnight borrowings. The Company does not expect to have any FHLB advances
in 2022.

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