UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-16435

~~COMMUNITY BANCORP /VT~~Community Bancorp./VT

~~(Exact~~(Exact name of Registrant as Specified in its Charter)

Vermont			03-0284070
(State of Incorporation)			(IRS Employer Identification Number)


4811 US Route 5, Derby, Vermont	05829
(Address of Principal Executive Offices)		(zip code)

~~Registrant’s~~Registrant's Telephone Number: (802) 334-7915

Securities registered pursuant to Section 12(b) of the Act: NONE

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
	(Not Applicable)

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

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

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

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

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

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

At May ~~4, 2022,~~02, 2023, there were ~~5,391,518~~5,455,805 shares outstanding of the ~~Corporation’s~~Corporation's common stock.

FORM 10-Q

~~Index~~

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements (Unaudited)

The following are the unaudited consolidated financial statements for the Company.

Community Bancorp. and Subsidiary	March 31,			December 31,			March 31			December 31,
Consolidated Balance Sheets	2022			2021			2023			2022
	(Unaudited)						(Unaudited)

Assets
Cash and due from banks	$	17,330,851		$	17,839,374		$	7,521,058		$	12,302,771
Federal funds sold and overnight deposits		67,121,921			92,519,552			30,123,942			58,837,557
Total cash and cash equivalents		84,452,772			110,358,926			37,645,000			71,140,328
Securities available-for-sale		185,755,566			182,342,459			192,679,330			192,918,109
Restricted equity securities, at cost		1,390,950			1,434,450			1,436,550			1,411,750
Loans held-for-sale		246,000			339,000
Loans		696,293,182			689,988,533			758,586,712			748,548,608
Allowance for loan losses		(7,890,648	)		(7,710,256	)
Deferred net loan cost (fees)		274,346			(37,972	)
Allowance for credit losses								(9,256,170	)		(8,709,225	)
Deferred net loan costs								509,611			493,275
Net loans		688,676,880			682,240,305			749,840,153			740,332,658
Bank premises and equipment, net		13,503,142			13,767,328			12,874,462			13,042,468
Accrued interest receivable		2,719,138			2,400,560			3,111,173			3,214,332
Bank owned life insurance		5,093,288			5,073,228			5,173,002			5,153,387
Goodwill		11,574,269			11,574,269			11,574,269			11,574,269
Other assets		11,778,865			9,575,274			16,205,454			17,244,846
Total assets	$	1,005,190,870		$	1,019,105,799		$	1,030,539,393		$	1,056,032,147

Liabilities and Shareholders’ Equity
Liabilities and Shareholders' Equity
Liabilities
Deposits:
Demand, non-interest bearing	$	203,661,459		$	209,465,151		$	200,311,094		$	216,093,534
Interest-bearing transaction accounts		258,401,561			265,513,937			279,977,413			294,050,079
Money market funds		130,731,075			129,728,954			132,554,229			140,117,086
Savings		177,994,875			168,390,905			170,452,633			171,072,921
Time deposits, $250,000 and over		17,106,871			17,463,871			16,737,914			15,632,058
Other time deposits		89,404,604			88,837,135			88,511,815			86,006,601
Total deposits		877,300,445			879,399,953			888,545,098			922,972,279
Borrowed funds		1,300,000			1,300,000			1,300,000			1,300,000
Repurchase agreements		28,744,011			32,609,875			38,058,036			33,077,829
Junior subordinated debentures		12,887,000			12,887,000			12,887,000			12,887,000
Accrued interest and other liabilities		7,514,626			8,148,703			10,069,472			10,618,676
Total liabilities		927,746,082			934,345,531			950,859,606			980,855,784

Shareholders’ Equity
Preferred stock, 1,000,000 shares authorized, 15 shares issued and outstanding at 03/31/22 and 12/31/21 ($100,000 liquidation value, per share)		1,500,000			1,500,000
Common stock - $2.50 par value; 15,000,000 shares authorized, 5,602,178 shares issued at 03/31/22 and 5,587,939 shares issued at 12/31/21		14,005,445			13,969,848
Shareholders' Equity
Preferred stock, 1,000,000 shares authorized, 15 shares issued and outstanding
at 03/31/23 and 12/31/22 ($100,000 liquidation value, per share)								1,500,000			1,500,000
Common stock - $2.50 par value; 15,000,000 shares authorized, 5,665,187
shares issued at 03/31/23 and 5,647,710 shares issued at 12/31/22								14,162,968			14,119,275
Additional paid-in capital		35,559,149			35,322,063			36,659,419			36,383,235
Retained earnings		38,914,579			37,758,105			47,975,176			46,464,447
Accumulated other comprehensive loss		(9,911,608	)		(1,166,971	)		(17,994,999	)		(20,667,817	)
Less: treasury stock, at cost; 210,101 shares at 03/31/22 and 12/31/21		(2,622,777	)		(2,622,777	)
Total shareholders’ equity		77,444,788			84,760,268
Total liabilities and shareholders’ equity	$	1,005,190,870		$	1,019,105,799
Less: treasury stock, at cost; 210,101 shares at 03/31/23 and 12/31/22								(2,622,777	)		(2,622,777	)
Total shareholders' equity								79,679,787			75,176,363
Total liabilities and shareholders' equity							$	1,030,539,393		$	1,056,032,147

Book value per common share outstanding	$	14.08		$	15.48		$	14.33		$	13.55

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

Table of Contents

Community Bancorp. and Subsidiary	Three Months Ended March 31,				Three Months Ended March 31
Consolidated Statements of Income	2022		2021		2023		2022
(Unaudited)

Interest income
Interest and fees on loans	$	7,487,200	$	8,253,296	$	9,376,025	$	7,487,200
Interest on debt securities		667,226		265,112
Interest on taxable debt securities						943,478		656,277
Interest on tax-exempt debt securities						90,658		10,949
Dividends		16,460		10,619		30,653		16,460
Interest on federal funds sold and overnight deposits		80,660		87,883		329,411		80,660
Total interest income		8,251,546		8,616,910		10,770,225		8,251,546

Interest expense
Interest on deposits		551,959		705,244		1,844,747		551,959
Interest on borrowed funds		21,965		14,941		24,520		21,965
Interest on repurchase agreements		21,040		35,442		132,128		21,040
Interest on junior subordinated debentures		98,352		98,795		245,465		98,352
Total interest expense		693,316		854,422		2,246,860		693,316

Net interest income		7,558,230		7,762,488		8,523,365		7,558,230
Provision for loan losses		862,500		267,497
Net interest income after provision for loan losses		6,695,730		7,494,991
Provision for credit losses						286,526		862,500
Net interest income after provision for credit losses						8,236,839		6,695,730

Non-interest income
Service fees		862,887		788,623		880,288		862,887
Income from sold loans		203,842		185,006		107,535		203,842
Other income from loans		271,260		183,274		428,572		271,260
Other income		348,440		415,328		342,382		348,440
Total non-interest income		1,686,429		1,572,231		1,758,777		1,686,429

Non-interest expense
Salaries and wages		2,040,000		1,975,003		2,288,760		2,040,000
Employee benefits		772,052		831,210		754,270		772,052
Occupancy expenses, net		753,364		744,720		770,986		753,364
Other expenses		1,888,172		1,814,118		2,065,686		1,888,172
Total non-interest expense		5,453,588		5,365,051		5,879,702		5,453,588

Income before income taxes		2,928,571		3,702,171		4,115,914		2,928,571
Income tax expense		523,029		676,470		777,153		523,029
Net income	$	2,405,542	$	3,025,701	$	3,338,761	$	2,405,542

Earnings per common share	$	0.44	$	0.57	$	0.61	$	0.44
Weighted average number of common shares used in computing earnings per share		5,382,678		5,322,404
Weighted average number of common shares
used in computing earnings per share						5,444,040		5,382,678
Dividends declared per common share	$	0.23	$	0.22	$	0.23	$	0.23

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

Table of Contents

Community Bancorp. and Subsidiary

Consolidated Statements of Comprehensive Income

(Unaudited)

Three Months Ended March 31,

2022

2021

Net income

$ 2,405,542

$ 3,025,701

Other comprehensive loss, net of tax:

Unrealized holding loss on securities AFS arising during the period

(11,069,161 )

(1,660,640 )
Tax effect

2,324,524

348,735

Other comprehensive loss, net of tax

(8,744,637 )

(1,311,905 )
Total comprehensive (loss) income

$ (6,339,095 )

$ 1,713,796

Community Bancorp. and Subsidiary

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

Three Months Ended March 31

2023

2022

Net income

$ 3,338,761

$ 2,405,542

Other comprehensive income (loss), net of tax:

Unrealized holding gain (loss) on securities AFS arising during the period

3,383,314

(11,069,161 )
Tax effect

(710,496 )

2,324,524

Other comprehensive income (loss), net of tax

2,672,818

(8,744,637 )
Total comprehensive income (loss)

$ 6,011,579

$
(6,339,095)

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

5
Table of Contents

Community Bancorp. and Subsidiary
Consolidated Statements of Changes in ~~Shareholders’~~Shareholders' Equity
(Unaudited)

Three Months Ended March 31, 2022

Three Months Ended March 31 2023

Additional

Total

Additional

Total

Common

Preferred

paid-in

Retained

Treasury

shareholders’

Common

Preferred

paid-in

Retained

Treasury

shareholders'

Stock

Stock

capital

earnings

AOCI*

stock

equity

Stock

Stock

capital

earnings

AOCI*

stock

equity

January 1, 2022

$ 13,969,848

$ 1,500,000

$ 35,322,063

$ 37,758,105

$ (1,166,971 )

$ (2,622,777 )

$ 84,760,268

January 1, 2023

$ 14,119,275

$ 1,500,000

$ 36,383,235

$ 46,464,447

$ (20,667,817 )

$ (2,622,777 )

$ 75,176,363

Cumulative change in accounting principle (Note 2)

(549,113 )

(549,113 )
Balance at January 1, 2023 (as adjusted for

45,915,334

74,627,250

Change in accounting principle)

Issuance of common stock

35,597

237,086

272,683

43,693

276,184

319,877

Cash dividends declared

Common stock

(1,236,880 )

(1,236,880 )

(1,250,794 )

(1,250,794 )
Preferred stock

(12,188 )

(12,188 )

(28,125 )

(28,125 )
Comprehensive income

Net income

2,405,542

2,405,542

3,338,761

3,338,761

Other comprehensive loss

(8,744,637 )

(8,744,637 )
March 31, 2022

$ 14,005,445

$ 1,500,000

$ 35,559,149

$ 38,914,579

$ (9,911,608 )

$ (2,622,777 )

$ 77,444,788

Other comprehensive income

2,672,818

2,672,818

March 31, 2023

$ 14,162,968

$ 1,500,000

$ 36,659,419

$ 47,975,176

$ (17,994,999 )

$ (2,622,777 )

$ 79,679,787

Three Months Ended March 31, 2021

Three Months Ended March 31 2022

Additional

Total

Additional

Total

Common

Preferred

paid-in

Retained

Treasury

shareholders’

Common

Preferred

paid-in

Retained

Treasury

shareholders'

Stock

Stock

capital

earnings

AOCI*

stock

equity

Stock

Stock

capital

earnings

AOCI*

stock

equity

January 1, 2021

$ 13,818,450

$ 1,500,000

$ 34,309,646

$ 29,368,046

$ 915,348

$ (2,622,777 )

$ 77,288,713

January 1, 2022

$ 13,969,848

$ 1,500,000

$ 35,322,063

$ 37,758,105

$ (1,166,971 )

$ (2,622,777 )

$ 84,760,268

Issuance of common stock

42,523

222,256

264,779

35,597

237,086

272,683

Cash dividends declared

Common stock

(1,169,555 )

(1,169,555 )

(1,236,880 )

(1,236,880 )
Preferred stock

(12,188 )

(12,188 )

(12,188 )

(12,188 )
Comprehensive income

Comprehensive loss

Net income

3,025,701

3,025,701

2,405,542

2,405,542

Other comprehensive loss

(1,311,905 )

(1,311,905 )

(8,744,637 )

(8,744,637 )
March 31, 2021

$ 13,860,973

$ 1,500,000

$ 34,531,902

$ 31,212,004

$ (396,557 )

$ (2,622,777 )

$ 78,085,545

March 31, 2022

$ 14,005,445

$ 1,500,000

$ 35,559,149

$ 38,914,579

$ (9,911,608 )

$ (2,622,777 )

$ 77,444,788

*Accumulated other comprehensive income (loss) ~~income~~

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

6
Table of Contents

Community Bancorp. and Subsidiary

Consolidated Statements of Cash Flows

(Unaudited)

Three Months Ended March 31,

Three Months Ended March 31

2022

2021

2023

2022

Cash Flows from Operating Activities:

Net income

$ 2,405,542

$ 3,025,701

$ 3,338,761

$ 2,405,542

Adjustments to reconcile net income to net cash provided by operating activities:

Adjustments to reconcile net income to net cash provided by

operating activities:

Depreciation and amortization, bank premises and equipment

285,202

259,449

276,656

285,202

Provision for loan losses

862,500

267,497

Provision for credit losses

286,526

862,500

Deferred income tax

47,344

16,608

(68,835 )

47,344

Gain on sale of loans

(102,945 )

(114,211 )

(29,331 )

(102,945 )
(Income) loss from CFS Partners

(225,870 )

1,693,014

Income from CFS Partners

(252,051 )

(225,870 )
Amortization of bond premium, net

186,967

95,456

66,815

186,967

Proceeds from sales of loans held for sale

4,425,711

2,145,611

1,637,381

4,725,711

Originations of loans held for sale

(4,229,766 )

(2,435,200 )

(1,608,050 )

(4,529,766 )
Increase in taxes payable

408,593

569,100

778,860

408,593

Increase in interest receivable

(318,578 )

(250,630 )
(Increase) decrease in mortgage servicing rights

(2,374 )

38,280

Decrease (increase) in interest receivable

103,159

(318,578 )
Decrease (increase) in mortgage servicing rights

23,370

(2,374 )
Decrease in right-of-use assets

49,669

49,031

50,321

49,669

Decrease in operating lease liabilities

(51,283 )

(49,198 )

(53,751 )

(51,283 )
Increase in other assets

(173,852 )

(148,665 )

(72,609 )

(173,852 )
Increase in cash surrender value of BOLI

(20,060 )

(21,673 )

(19,615 )

(20,060 )
Amortization of limited partnerships

67,092

90,762

67,128

67,092

Change in net deferred loan fees and costs

(312,318 )

1,076,424

(16,336 )

(312,318 )
Decrease in interest payable

(1,332 )

(12,953 )

(2,485 )

(1,332 )
Decrease in accrued expenses

(567,062 )

(420,431 )

(1,040,367 )

(567,062 )
(Decrease) increase in other liabilities

(24,896 )

3,175

Increase (decrease) in other liabilities

73,186

(24,896 )
Net cash provided by operating activities

2,708,284

5,877,147

3,538,733

2,708,284

Cash Flows from Investing Activities:

Investments - AFS

Maturities, calls, pay downs and sales

4,434,388

4,383,743

3,555,278

4,434,388

Purchases

(19,103,623 )

(27,371,666 )

0

(19,103,623 )
Proceeds from redemption of restricted equity securities

43,500

0

67,800

43,500

Decrease in limited partnership contributions payable

0

(150,000 )
Purchases of restricted equity securities

(92,600 )

0

Investments in limited liability entities

(1,000 )

0

Increase in loans, net

(6,998,537 )

(20,167,317 )

(10,074,935 )

(6,998,537 )
Capital expenditures net of proceeds from sales of bank premises and equipment

(70,686 )

(2,657,300 )
Capital expenditures net of proceeds from sales of bank

premises and equipment

(158,971 )

(70,686 )
Recoveries of loans charged off

11,780

25,314

132,860

11,780

Net cash used in investing activities

(21,683,178 )

(45,937,226 )

(6,571,568 )

(21,683,178 )

7
Table of Contents

2022

2021

2023

2022

Cash Flows from Financing Activities:

Net (decrease) increase in demand and interest-bearing transaction accounts

(12,916,068 )

7,863,790

Net increase in money market and savings accounts

10,606,091

19,474,878

Net increase (decrease) in time deposits

210,469

(3,639,187 )
Net decrease in repurchase agreements

(3,865,864 )

(6,627,854 )
Repayments on long-term borrowings

0

(500,000 )
(Decrease) increase in finance lease obligations

(52,807 )

2,388,819

Net decrease in demand and interest-bearing transaction accounts

(29,855,106 )

(12,916,068 )
Net (decrease) increase in money market and savings accounts

(8,183,145 )

10,606,091

Net increase in time deposits

3,611,070

210,469

Net increase (decrease) in repurchase agreements

4,980,207

(3,865,864 )
Decrease in finance lease obligations

(54,493 )

(52,807 )
Dividends paid on preferred stock

(12,188 )

(12,188 )

(28,125 )

(12,188 )
Dividends paid on common stock

(900,893 )

(743,679 )

(932,901 )

(900,893 )
Net cash (used in) provided by financing activities

(6,931,260 )

18,204,579

Net cash used in financing activities

(30,462,493 )

(6,931,260 )

Net decrease in cash and cash equivalents

(25,906,154 )

(21,855,500 )

(33,495,328 )

(25,906,154 )
Cash and cash equivalents:

Beginning

110,358,926

115,049,920

71,140,328

110,358,926

Ending

$ 84,452,772

$ 93,194,420

$ 37,645,000

$ 84,452,772

Supplemental Schedule of Cash Paid During the Period:

Interest

$ 694,648

$ 867,375

$ 2,249,345

$ 694,648

Supplemental Schedule of Noncash Investing and Financing Activities:

Change in unrealized loss on securities AFS

$ (11,069,161 )

$ (1,660,640 )
Change in unrealized gain (loss) on securities AFS

$ 3,383,314

$ (11,069,161 )

Common Shares Dividends Paid:

Dividends declared

$ 1,236,880

$ 1,169,555

$ 1,250,794

$ 1,236,880

Increase in dividends payable attributable to dividends declared

(63,304 )

(161,097 )
Decrease (increase) in dividends payable attributable to dividends declared

1,984

(63,304 )
Dividends reinvested

(272,683 )

(264,779 )

(319,877 )

(272,683 )
Total dividends paid

$ 900,893

$ 743,679

$ 932,901

$ 900,893

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

8
Table of Contents

Notes to Consolidated Financial Statements

Note 1. Basis of Presentation and Consolidation and Certain Definitions

Basis of Presentation and Consolidation. The interim consolidated financial statements of Community Bancorp. and Subsidiary are unaudited. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments necessary for the fair presentation of the consolidated financial condition and results of operations of the Company and its subsidiary, Community National Bank (the Bank), contained herein have been made. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, ~~2021~~2022 contained in the ~~Company’s~~Company's Annual Report on Form 10-K. Certain amounts in the 2022 consolidated financial statements were reclassified to conform to the current period presentation. The reclassification had no effect on net income or shareholders’ equity as previously reported. The results of operations for the interim period are not necessarily indicative of the results of operations to be expected for any other interim period or the full annual period ending December 31, ~~2022.~~
~~There were no reclassifications to the consolidated financial statements for the periods presented.~~2023.

The Company is considered a “smaller reporting company” under the disclosure rules of the SEC, as amended in 2018. Accordingly, the Company has elected to provide its audited consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity for a two year, rather than a three year, period, and provides smaller reporting company scaled disclosures where management deems it appropriate.

In addition to the definitions provided elsewhere in this quarterly report, the definitions, acronyms and abbreviations identified below are used throughout this report, including in Part I. “Financial Information” and Part II. “Other Information”, and are intended to aid the reader and provide a reference page when reviewing this report.

ABS:
Asset backed security
~~FASB:~~FDICIA:
~~Financial Accounting Standards Board~~Federal Deposit Insurance Corporation
AFS:
Available-for-sale
~~FDIC:~~
~~Federal Deposit Insurance Corporation~~Improvement Act of 1991
Agency MBS:
MBS issued by a US government agency
FHLBB:
Federal Home Loan Bank of Boston
or GSE
FHLMC:
Federal Home Loan Mortgage Corporation
~~ALCO:~~ACL:
~~Asset Liability Committee~~Allowance for Credit Losses
FOMC:
Federal Open Market Committee
~~ALL:~~ALCO:
~~Allowance for loan losses~~Asset Liability Committee
FRB:
Federal Reserve Board
~~AOCI:~~ALL:
~~Accumulated other comprehensive income~~Allowance for Loan Losses
FRBB:
Federal Reserve Bank of Boston
~~ASC:~~AOCI:
~~Accounting Standards Codification~~Accumulated other comprehensive income
GAAP:
Generally Accepted Accounting Principles
~~ASU:~~ASC:
Accounting Standards ~~Update~~Codification
in the United States
~~Bancorp:~~ASU:
~~Community Bancorp.~~Accounting Standards Update
GSE:
Government sponsored enterprise
~~Bank:~~Bancorp:
Community ~~National Bank~~Bancorp.
HTM:
Held-to-maturity
~~BIC:~~Bank:
~~Borrower-in-Custody~~Community National Bank
ICS:
Insured Cash Sweeps of the InterFi Network
BIC:
Borrower-in-Custody
IRS:
Internal Revenue Service
Board:
Board of Directors
~~IRS:~~JNE:
~~Internal Revenue Service~~Jobs for New England
BOLI:
Bank owned life insurance
~~JNE:~~Jr:
~~Jobs for New England~~Junior
bp or bps:
Basis point(s)
~~Jr:~~LIBOR
~~Junior~~
~~CARES ACT:~~
~~Coronavirus Aid Relief and Economic~~
~~MBS:~~
~~Mortgage-backed security~~
~~Security Act~~
~~MSRs:~~
~~Mortgage servicing rights~~
~~CBLR:~~
~~Community Bank Leverage Ratio~~
~~NII:~~
~~Net interest income~~London Interbank Offered Rate
CDARS:
Certificate of Deposit Accounts Registry
~~OAS:~~MBS:
~~Other amortizing~~Mortgage-backed security
Service of the InterFi Network
~~OCI:~~MSRs:
~~Other comprehensive income (loss)~~Mortgage servicing rights
CDs:
Certificates of deposit
~~OREO:~~NII:
~~Other real estate owned~~Net interest income
CDI:
Core deposit intangible
~~OTTI:~~OAS:
~~Other-than-temporary impairment~~Other amortizing security
CECL:
Current Expected Credit Loss
~~PMI:~~OBS:
~~Private mortgage insurance~~Off-balance sheet
CFSG:
Community Financial Services Group, LLC
~~PPP:~~OCI:
~~Paycheck Protection Program~~Other comprehensive income (loss)
CFS Partners:
Community Financial Services Partners,
~~RD:~~OREO:
~~USDA Rural Development~~Other real estate owned
LLC
~~SBA:~~OTTI:
~~U.S. Small Business Administration~~Other-than-temporary impairment
CMO
Collateralized Mortgage ~~Obligation~~Obligations
~~SEC:~~PMI:
~~U.S. Securities and Exchange Commission~~Private mortgage insurance
Company:
Community Bancorp. and Subsidiary
~~TDR:~~PPP:
~~Troubled-debt restructuring~~Paycheck Protection Program
COVID-19:
Coronavirus Disease 2019
~~USDA:~~RD:
~~U.S. Department of Agriculture~~USDA Rural Development
CRE:
Commercial Real Estate
~~VA:~~SBA:
U.S. ~~Veterans~~Small Business Administration
DDA or DDAs:
Demand Deposit Account(s)
~~2018~~SEC:
~~Economic Growth, Regulatory Relief~~U.S. Securities and Exchange Commission
DTC:
Depository Trust Company
~~Regulatory~~SOFR:
~~Consumer Protection Act of 2018~~Secured Overnight Financing Rate
DRIP:
Dividend Reinvestment Plan
~~Relief Act:~~TDR:
Troubled-debt restructuring
Exchange Act:
Securities Exchange Act of 1934
USDA:
U.S. Department of Agriculture
FASB:
Financial Accounting Standards Board
VA:
U.S. Veterans Administration
FDIC:
Federal Deposit Insurance Corporation

9
Table of Contents

Note 2. Recent Accounting Developments

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and has issued subsequent amendments thereto, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extended the sunset date of December 31, 2022 to December 31, 2024. The guidance is effective for all entities as of March 12, 2020 through December 31, 2024. The Company is assessing ASU No. 2020-04 and its impact on the transition away from LIBOR for its Junior Subordinated Debentures due December 15, 2037, the Company’s only financial instruments that utilize LIBOR as a reference rate. That transition will become effective for the Debentures as of the first London banking day after June 30, 2023 (see the Interest Rate Risk and Asset and Liability Management section of the accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations following these Notes).
Accounting Standards Adopted in 2023
The Company has adopted the following accounting standards and has applied them to the Company’s interim consolidated financial statements for the three months ended March 31, 2023. Prior periods have not been restated as a result of adoption of these accounting standards.
ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Under the new guidance, which ~~will replace~~replaces the existing incurred loss model for recognizing credit losses, banks and other lending institutions ~~will be~~are required to recognize the full amount of expected credit losses over the life of a loan. The new guidance, which is referred to as the current expected credit loss, or CECL model, requires that expected credit losses for financial assets held at the reporting date that are accounted for at amortized cost be measured and recognized based on historical experience and current and reasonably supportable forecasted conditions to reflect the full amount of expected credit losses over the life of the loans. A modified version of these requirements also applies to debt securities classified as available for sale, which ~~will require~~requires that credit losses on those securities be recorded through an allowance for credit losses rather than a write-down. The ASU may have a material impact on the Company’s consolidated financial statements upon adoption as it will require a change in the Company’s methodology for calculating its ALL and allowance on unused commitments. The Company will transition from an incurred loss model to an expected loss model, which may result in an increase in the ALL upon adoption and may negatively impact the Company’s and the Bank’s regulatory capital ratios. The Company has formed a committee to assess the implications of this new pronouncement and transitioned to a software solution for preparing the ALL calculation and related reports that management believes provides the Company with stronger data integrity, ease and efficiency in ALL preparation. The new software solution also provides numerous training opportunities for the appropriate personnel within the Company. The Company has gathered and is continuing to analyze the historical data to serve as a basis for estimating the ALL under CECL and continues to evaluate the anticipated impact~~of the adoption of the ASU on its consolidated financial statements. The ASU will become~~became effective for the Company beginning with the 2023 fiscal year including interim periods. ~~Parallel calculations under~~Upon adoption of this ASU on January 1, 2023, a cumulative-effect adjustment of $549,113 was recorded as a reduction to retained earnings, with a corresponding adjustment of $243,376 increasing the ~~existing ALL methodology and the CECL model will be run throughout 2022 in preparation~~ACL on loans, an adjustment of $451,704, increasing other liabilities for the ~~transition to CECL.~~ACL on off-balance sheet credit exposures, and an adjustment of $145,967 increasing deferred tax assets. There was no allowance recorded for credit losses on AFS debt securities resulting from adoption of this ASU.

ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The guidance amends Topic 326 (CECL) to eliminate the accounting guidance for TDRs by creditors, while enhancing disclosure requirements for certain loan refinancing and restructuring activities by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying TDR recognition and measurement guidance, under the CECL model creditors will determine whether a modification results in a new loan or continuation of existing loan. These amendments are intended to enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. Additionally, the amendments to Topic 326 require that an entity disclose current-period gross write-offs by year of origination within the vintage disclosures, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination. The guidance ~~will~~has become effective for the Company beginning with the fiscal year 2023, including interim periods. ~~The Company is currently assessing the impact~~Adoption of this ASU ~~No. 2022-02 but does~~did not ~~expect that its adoption will~~ have a material impact on the consolidated financial statements.
~~In March 2020, the FASB issued ASU No. 2020-04,~~ ~~Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,~~ and has issued subsequent amendments thereto, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is assessing ASU No. 2020-04 and its impact on the transition away from LIBOR for its Junior Subordinated Debentures due December 15, 2037, the Company’s only financial instruments that utilize LIBOR as a reference rate.
In March and April, 2020, federal banking regulators issued interagency guidance on accounting for loan modifications in light of the economic impact of the COVID-19 pandemic. The guidance interprets current accounting standards and indicates that a lender can conclude that a borrower is not experiencing financial difficulty if short-term (that is, six months or less) modifications are made in response to COVID-19, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant, provided that the loan is less than 30 days past due at the time a modification program is implemented. The banking agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not TDRs under ASC No. 310-40, ~~Receivables – Troubled Debt Restructurings by Creditors~~. Additionally, a provision of the CARES Act enacted in March 2020 provides that COVID-19 related loan modifications (including modifications that are not short-term) made to a loan between March 1, 2020 and the earlier of December 31, 2020 or the sixtieth day after the end of the COVID-19 emergency declared by the President will not require the loan to be treated as a TDR under U.S. GAAP, so long as the modified loan was not past due as of December 31, 2019. On December 27, 2020, the Consolidated Appropriations Act 2021 (CAA) extended the date for COVID-19 related loan modifications from December 31, 2020 to January 1, 2022.
10
~~Table of Contents~~

Note 3.  Earnings per Common Share

Earnings per common share amounts are computed based on the weighted average number of shares of common stock issued during the period (retroactively adjusted for stock splits and stock dividends, if any), including Dividend Reinvestment Plan shares issuable upon reinvestment of dividends declared, and reduced for shares held in treasury.

10
Table of Contents
The following tables illustrate the calculation of earnings per common share for the periods presented, as adjusted for the cash dividends declared on the preferred stock:

Three Months Ended March 31,

2022

2021

Three Months Ended March 31

2023

2022

Net income, as reported

$ 2,405,542

$ 3,025,701

$ 3,338,761

$ 2,405,542

Less: dividends to preferred shareholders

12,188

12,188

28,125

12,188

Net income available to common shareholders

$ 2,393,354

$ 3,013,513

$ 3,310,636

$ 2,393,354

Weighted average number of common shares

used in calculating earnings per share

5,382,678

5,322,404

5,444,040

5,382,678

Earnings per common share

$ 0.44

$ 0.57

$ 0.61

$ 0.44

Note 4.  Investment Securities

Debt securities AFS as of the balance sheet dates consisted of the following:

Gross

Gross

Gross

Gross

Amortized

Unrealized

Unrealized

Fair

Amortized

Unrealized

Unrealized

Fair

Cost

Gains

Losses

Value

Cost

Gains

Losses

Value

March 31, 2022

March 31, 2023

U.S. GSE debt securities

$ 12,001,306

$ 0

$ 764,922

$ 11,236,384

$ 12,000,000

$ 0

$ 1,300,086

$ 10,699,914

U.S. Government securities

39,497,938

0

1,868,539

37,629,399

41,328,783

0

2,559,714

38,769,069

Taxable Municipal securities

300,000

0

26,323

273,677

300,000

0

57,048

242,952

Tax-Exempt Municipal securities

4,644,229

0

336,281

4,307,948

Tax-exempt Municipal securities

12,026,492

154,266

559,646

11,621,112

Agency MBS

132,398,698

23,491

9,482,071

122,940,118

132,421,042

54,714

17,999,320

114,476,436

ABS and OAS

1,847,185

4,332

22,855

1,828,662

2,686,444

0

164,536

2,521,908

CMO

1,422,549

0

115,921

1,306,628

12,223,050

193

272,673

11,950,570

Other investments

6,190,000

68,665

25,915

6,232,750

2,472,000

0

74,631

2,397,369

Total

$ 198,301,905

$ 96,488

$ 12,642,827

$ 185,755,566

$ 215,457,811

$ 209,173

$ 22,987,654

$ 192,679,330

Gross

Gross

Amortized

Unrealized

Unrealized

Fair

Cost

Gains

Losses

Value

December 31, 2021

December 31, 2022

U.S. GSE debt securities

$ 12,001,978

$ 36,024

$ 209,504

$ 11,828,498

$ 12,000,000

$ 0

$ 1,624,709

$ 10,375,291

U.S. Government securities

32,374,935

0

333,894

32,041,041

41,368,624

0

3,137,035

38,231,589

Taxable Municipal securities

300,000

0

1,267

298,733

300,000

0

65,142

234,858

Tax-Exempt Municipal securities

830,279

1,167

67

831,379

Tax-exempt Municipal securities

12,042,410

40,513

759,356

11,323,567

Agency MBS

128,291,487

184,002

1,342,968

127,132,521

135,193,097

69,447

20,030,945

115,231,599

ABS and OAS

2,131,610

82,414

0

2,214,024

2,929,740

0

236,134

2,693,606

CMO

1,451,349

0

30,891

1,420,458

12,278,033

581

342,689

11,935,925

Other investments

6,438,000

142,199

4,394

6,575,805

2,968,000

0

76,326

2,891,674

Total

$ 183,819,638

$ 445,806

$ 1,922,985

$ 182,342,459

$ 219,079,904

$ 110,541

$ 26,272,336

$ 192,918,109

The Company had investments in Agency MBS exceeding 10% of stockholders’ equity with a book value of $132.4 million and $135.2 million, respectively, and a fair value of $114.5 million and $115.2 million, respectively, at March 31, 2023 and December 31, 2022.
Investments securities pledged as collateral for repurchase agreements consisted of certain U.S. GSE debt securities, Agency MBS, ABS and OAS, and CMO. These repurchase agreements mature daily. The aggregate amortized cost and fair value of these pledged investments as of the balance sheet dates were as follows:

Amortized

Fair

Cost

Value

March 31, 2023

$ 54,714,154

$ 46,610,309

December 31, 2022

55,899,113

46,789,284

There were no sales of debt securities during the first three months of 2023 or 2022.

11
Table of Contents

Investments pledged as collateral for repurchase agreements consisted of U.S. GSE debt securities, Agency MBS, ABS and OAS, and CMO. These repurchase agreements mature daily. These pledged investments as of the balance sheet dates were as follows:

Amortized

Fair

Cost

Value

March 31, 2022

$ 60,664,506

$ 56,148,099

December 31, 2021

63,045,599

62,256,702

~~There were no sales of debt securities for the first three months of 2022 or 2021.~~

The scheduled maturities of debt securities as of the balance sheet dates were as follows:


Amortized

Fair

Amortized

Fair

Cost

Value

Cost

Value

March 31, 2022

March 31, 2023

Due in one year or less

$ 3,718,000

$ 3,739,035

$ 7,205,661

$ 7,094,786

Due from one to five years

45,449,014

43,386,569

56,308,526

52,625,845

Due from five to ten years

10,790,658

10,173,219

5,241,640

4,828,976

Due after ten years

5,945,535

5,516,625

14,280,942

13,653,287

Agency MBS

132,398,698

122,940,118

132,421,042

114,476,436

Total

$ 198,301,905

$ 185,755,566

$ 215,457,811

$ 192,679,330

December 31, 2021

December 31, 2022

Due in one year or less

$ 3,470,000

$ 3,508,582

$ 1,976,000

$ 1,966,767

Due from one to five years

36,860,731

36,619,130

58,875,224

54,736,949

Due from five to ten years

13,065,163

12,942,726

8,631,626

7,591,761

Due after ten years

2,132,257

2,139,500

14,403,957

13,391,033

Agency MBS

128,291,487

127,132,521

135,193,097

115,231,599

Total

$ 183,819,638

$ 182,342,459

$ 219,079,904

$ 192,918,109

Agency MBS are not due at a single maturity date and have not been allocated to maturity groupings for purposes of the maturity table.

Debt securities with unrealized losses as of the balance sheet dates are presented in the table below.

Less than 12 months

12 months or more

Totals

Less than 12 months

12 months or more

Totals

Fair

Unrealized

Fair

Unrealized

Number of

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Number of

Fair

Unrealized

Value

Loss

Value

Loss

Securities

Value

Loss

Value

Loss

Value

Loss

Securities

Value

Loss

March 31, 2022

March 31, 2023

U.S. GSE debt securities

$ 6,718,245

$ 283,061

$ 4,518,139

$ 481,861

11

$ 11,236,384

$ 764,922

$ 0

$ 0

$ 10,699,914

$ 1,300,086

11

$ 10,699,914

$ 1,300,086

U.S. Government securities

37,629,399

1,868,539

0

0

52

37,629,399

1,868,539

0

0

38,769,069

2,559,714

54

38,769,069

2,559,714

Taxable Municipal securities

273,677

26,323

0

0

1

273,677

26,323

0

0

242,952

57,048

1

242,952

57,048

Tax-Exempt Municipal securities

4,307,948

336,281

0

0

9

4,307,948

336,281

Tax-exempt Municipal securities

1,536,169

13,862

4,587,518

545,784

13

6,123,687

559,646

Agency MBS

91,645,963

6,483,880

29,071,931

2,998,191

106

120,717,894

9,482,071

6,599,945

162,379

103,573,217

17,836,941

119

110,173,162

17,999,320

ABS and OAS

1,277,498

22,855

0

0

2

1,277,498

22,855

1,192,731

61,720

1,329,177

102,816

4

2,521,908

164,536

CMO

449,231

29,845

857,397

86,076

3

1,306,628

115,921

9,000,364

179,637

996,979

93,036

9

9,997,343

272,673

Other investments

470,085

25,915

0

0

2

470,085

25,915

1,954,018

21,982

443,351

52,649

10

2,397,369

74,631

Total

$ 142,772,046

$ 9,076,699

$ 34,447,467

$ 3,566,128

186

$ 177,219,513

$ 12,642,827

$ 20,283,227

$ 439,580

$ 160,642,177

$ 22,548,074

221

$ 180,925,404

$ 22,987,654

Less than 12 months

12 months or more

Totals

Fair

Unrealized

Fair

Unrealized

Number of

Fair

Unrealized

Value

Loss

Value

Loss

Securities

Value

Loss

December 31, 2022

U.S. GSE debt securities

$ 2,723,388

$ 276,611

$ 7,651,903

$ 1,348,098

11

$ 10,375,291

$ 1,624,709

U.S. Government securities

4,837,891

169,501

33,393,698

2,967,534

54

38,231,589

3,137,035

Taxable Municipal securities

0

0

234,858

65,142

1

234,858

65,142

Tax-exempt Municipal securities

8,608,507

522,128

592,388

237,228

19

9,200,895

759,356

Agency MBS

14,541,901

810,356

97,718,436

19,220,589

120

112,260,337

20,030,945

ABS and OAS

2,693,606

236,134

0

0

4

2,693,606

236,134

CMO

8,954,323

232,398

1,014,910

110,291

9

9,969,233

342,689

Other investments

2,451,892

20,108

439,782

56,218

12

2,891,674

76,326

Total

$ 44,811,508

$ 2,267,236

$ 141,045,975

$ 24,005,100

230

$ 185,857,483

$ 26,272,336

12
Table of Contents

Less than 12 months

12 months or more

Totals

Fair

Unrealized

Fair

Unrealized

Number of

Fair

Unrealized

Value

Loss

Value

Loss

Securities

Value

Loss

December 31, 2021

U.S. GSE debt securities

$ 5,869,117

$ 130,883

$ 1,921,379

$ 78,621

7

$ 7,790,496

$ 209,504

U.S. Government securities

32,041,041

333,894

0

0

46

32,041,041

333,894

Taxable Municipal securities

298,733

1,267

0

0

1

298,733

1,267

Tax-Exempt Municipal securities

330,212

67

0

0

1

330,212

67

Agency MBS

107,061,452

1,128,587

8,809,493

214,381

84

115,870,945

1,342,968

CMO

1,420,458

30,891

0

0

3

1,420,458

30,891

Other investments

491,606

4,394

0

0

2

491,606

4,394

Total

$ 147,512,619

$ 1,629,983

$ 10,730,872

$ 293,002

144

$ 158,243,491

$ 1,922,985

.
The Company adopted ASU No. 2016-13 effective January 1, 2023 which requires credit losses on debt securities AFS to be recorded in an allowance for credit losses and eliminates the concept of OTTI for debt securities AFS. Under the ASU, if the Company intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis, then the credit loss is recorded through an allowance rather than as a write-down of the security. As of March 31, 2023, the Company did not have the intent to sell, nor was it more likely than not that we would be required to sell any of the debt securities AFS in an unrealized loss position prior to recovery. As of March 31, 2023, the Company also determined that no individual debt securities in an unrealized loss position represented credit losses that would require an allowance for credit losses. The Company concluded that the unrealized losses were primarily attributed to increases in market interest rates since these securities were purchased under other market conditions.

~~The~~As of December 31, 2022, the Company believed the unrealized losses ~~for all periods presented~~on securities AFS were ~~principally attributable~~due to ~~changes in prevailing interest rates for similar types of securities and not~~market conditions rather than reduced estimated cash flows or deterioration in the creditworthiness of the issuer.
Management evaluates its debt securities for OTTI at least on a quarterly basis, and more frequently when economic or market conditions, or adverse developments relating to the issuer, warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than the carrying value, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of At December 31, 2022, the Company did not intend to ~~retain its investment for a period of time sufficient~~sell these securities, did not anticipate that these securities will be required to ~~allow for any~~be sold before anticipated recovery, and expected full principal and interest to be collected. Therefore, under the accounting principles pertaining to OTTI analysis then in ~~fair value. In analyzing an issuer’s financial condition, management considers whether~~effect, the ~~securities are issued by~~Company did not consider the federal government or its agencies, whether downgrades by bond rating agencies or other adverse developments in the status of the securities have occurred, and the results of reviews of the issuer’s financial condition. As of March 31, 2022 and December 31, 2021, there were no declines in the fair value of ~~any of the~~these securities ~~reflected in the table above that were deemed by management~~ to be ~~OTTI.~~OTTI as of December 31, 2022.

Note 5. Loans, Allowance for ~~Loan~~Credit Losses and Credit Quality

The composition of net loans as of the balance sheet dates was as follows:

March 31,

December 31,

2022

2021

March 31, 2023

December 31, 2022

Commercial & industrial

$ 121,473,157

$ 120,933,470

$ 118,898,281

15.67 %

$ 112,951,873

15.09 %
Purchased

6,697,965

0.88 %

7,530,458

1.00 %
Commercial real estate

308,311,734

300,958,931

362,136,416

47.74 %

356,892,986

47.68 %
Municipal

48,660,440

47,955,231

36,473,847

4.81 %

34,633,055

4.63 %
Residential real estate - 1st lien

181,610,294

181,316,345

199,033,728

26.24 %

198,743,375

26.55 %
Residential real estate - Jr lien

33,066,989

34,359,864

31,901,495

4.21 %

33,756,872

4.51 %
Consumer

3,170,568

4,464,692

3,444,980

0.45 %

4,039,989

0.54 %
Total loans

696,293,182

689,988,533

758,586,712

100.00 %

748,548,608

100.00 %

ALL

(7,890,648 )

(7,710,256 )
Deferred net loan cost (fees)

274,346

(37,972 )
ACL

(9,256,170 )

(8,709,225 )

Deferred net loan costs (fees)

509,611

493,275

Net loans

$ 688,676,880

$ 682,240,305

$ 749,840,153

$ 740,332,658

Provision for Credit Losses
The provision for credit losses was made up of the following components for the periods indicated:

Three Months Ended

March 31,

2023

2022

Provision for credit losses on loans

207,540

862,500

Provision for credit losses on OBS credit exposure

78,986

0

Provision for credit losses

286,526

862,500

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Table of Contents
The following tables present the activity in the ACL on loans at adoption of ASU 2016-13 (CECL) on January 1, 2023 and for the first three months of 2023 and select information on impairment evaluation by portfolio segment
As of or for the first three months ended March 31, 2023

Residential

Residential

Commercial

Commercial

Real Estate

Real Estate

& Industrial

Purchased

Real Estate

Municipal

1st Lien

Jr Lien

Consumer

Unallocated

Total

ACL beginning balance

$ 1,116,322

$ 53,090

$ 5,061,813

$ 62,339

$ 2,001,836

$ 241,950

$ 69,686

$ 102,189

$ 8,709,225

Impact of adopting CECL

(164,116 )

(29,196 )

(22,467 )

24,244

273,168

297,745

(33,813 )

(102,189 )

243,376

Charge-offs

(11,577 )

0

0

0

0

0

(25,254 )

0

(36,831 )
Recoveries

1,374

0

22,000

0

72,326

25,548

11,612

0

132,860

Provision (credit)

73,635

(3,693 )

124,810

4,602

48,779

(48,595 )

8,002

0

207,540

ACL ending balance

$ 1,015,638

$ 20,201

$ 5,186,156

$ 91,185

$ 2,396,109

$ 516,648

$ 30,233

$ 0

$ 9,256,170

Residential

Residential

Commercial

Commercial

Real Estate

Real Estate

& Industrial

Purchased

Real Estate

Municipal

1st Lien

Jr Lien

Consumer

Total

ACL evaluated for impairment

Individually

$ 0

$ 0

$ 2,734

$ 0

$ 2,669

$ 0

$ 0

$ 5,403

Collectively

1,015,638

20,201

5,183,422

91,185

2,393,440

516,648

30,233

9,250,767

Total

$ 1,015,638

$ 20,201

$ 5,186,156

$ 91,185

$ 2,396,109

$ 516,648

$ 30,233

$ 9,256,170

Loans evaluated for impairment

Individually

$ 3,870,954

$ 0

$ 2,913,355

$ 0

$ 1,140,222

$ 39,876

$ 0

$ 7,964,407

Collectively

115,027,327

6,697,965

359,223,061

36,473,847

197,893,506

31,861,619

3,444,980

750,622,305

Total

$ 118,898,281

$ 6,697,965

$ 362,136,416

$ 36,473,847

$ 199,033,728

$ 31,901,495

$ 3,444,980

$ 758,586,712

The following tables present activity in the ALL and select loan information on impairment evaluation, by portfolio segment, under the incurred loss methodology, for the periods indicated:
As of or for the year ended December 31, 2022

Residential

Residential

Commercial

Commercial

Real Estate

Real Estate

& Industrial

Purchased

Real Estate

Municipal

1st Lien

Jr Lien

Consumer

Unallocated

Total

ALL beginning balance

$ 870,392

$ 68,655

$ 4,151,760

$ 76,728

$ 1,765,892

$ 182,014

$ 55,698

$ 539,117

$ 7,710,256

Charge-offs

(76,875 )

0

(667,474 )

0

0

0

(63,625 )

0

(807,974 )
Recoveries

14,112

0

667,474

0

111,763

5,089

30,505

0

828,943

Provision (credit)

308,693

(15,565 )

910,053

(14,389 )

124,181

54,847

47,108

(436,928 )

978,000

ALL ending balance

$ 1,116,322

$ 53,090

$ 5,061,813

$ 62,339

$ 2,001,836

$ 241,950

$ 69,686

$ 102,189

$ 8,709,225

ALL evaluated for impairment

Individually

$ 2,322

$ 0

$ 0

$ 0

$ 106,280

$ 0

$ 0

$ 0

$ 108,602

Collectively

1,114,000

53,090

5,061,813

62,339

1,895,556

241,950

69,686

102,189

8,600,623

Total

$ 1,116,322

$ 53,090

$ 5,061,813

$ 62,339

$ 2,001,836

$ 241,950

$ 69,686

$ 102,189

$ 8,709,225

Loans evaluated for impairment

Individually

$ 3,442,124

$ 0

$ 3,176,835

$ 0

$ 3,816,012

$ 77,416

$ 0

$ 10,512,387

Collectively

109,509,749

7,530,458

353,716,151

34,633,055

194,927,363

33,679,456

4,039,989

738,036,221

Total

$ 112,951,873

$ 7,530,458

$ 356,892,986

$ 34,633,055

$ 198,743,375

$ 33,756,872

$ 4,039,989

$ 748,548,608

14
Table of Contents
As of or for the three months ended March 31, 2022

Residential

Residential

Commercial

Commercial

Real Estate

Real Estate

& Industrial

Purchased

Real Estate

Municipal

1st Lien

Jr Lien

Consumer

Unallocated

Total

ALL beginning balance

$ 870,392

$ 68,655

$ 4,151,760

$ 76,728

$ 1,765,892

$ 182,014

$ 55,698

$ 539,117

$ 7,710,256

Charge-offs

(17,650 )

0

(667,474 )

0

0

0

(8,764 )

0
��

(693,888 )
Recoveries

0

0

0

0

2,276

1,210

8,294

0

11,780

Provision (credit)

122,927

(5,024 )

1,159,995

10,861

46,289

(4,671 )

(19,036 )

(448,841 )

862,500

ALL ending balance

$ 975,669

$ 63,631

$ 4,644,281

$ 87,589

$ 1,814,457

$ 178,553

$ 36,192

$ 90,276

$ 7,890,648

ALL evaluated for impairment

Individually

$ 0

$ 0

$ 0

$ 0

$ 115,614

$ 0

$ 0

$ 0

$ 115,614

Collectively

975,669

63,631

4,644,281

87,589

1,698,843

178,553

36,192

90,276

7,775,034

Total

$ 975,669

$ 63,631

$ 4,644,281

$ 87,589

$ 1,814,457

$ 178,553

$ 36,192

$ 90,276

$ 7,890,648

Loans evaluated for impairment

Individually

$ 222,236

$ 0

$ 3,713,169

$ 0

$ 3,910,848

$ 85,691

$ 0

$ 7,931,944

Collectively

112,160,751

9,090,170

304,598,565

48,660,440

177,699,446

32,981,298

3,170,568

688,361,238

Total

$ 112,382,987

$ 9,090,170

$ 308,311,734

$ 48,660,440

$ 181,610,294

$ 33,066,989

$ 3,170,568

$ 696,293,182

The following is an age analysis of past due loans (including non-accrual) as of the balance sheet dates, by portfolio segment:

90 Days

Total

Non-Accrual

90 Days or
More and

90 Days

Total

March 31, 2022

30-89 Days

or More

Past Due

Current

Total Loans

Loans

Accruing

March 31, 2023

30-89 Days

or More

Past Due

Current

Total Loans

Commercial & industrial

$ 233,764

$ 141,700

$ 375,464

$ 121,097,693

$ 121,473,157

$ 222,236

$ 0

$ 0

$ 3,229,266

$ 3,229,266

$ 115,669,015

$ 118,898,281

Purchased

0

0

0

6,697,965

6,697,965

Commercial real estate

1,546,310

1,640,382

3,186,692

305,125,042

308,311,734

3,708,593

0

1,326,520

565,347

1,891,867

360,244,549

362,136,416

Municipal

0

0

0

48,660,440

48,660,440

0

0

0

0

0

36,473,847

36,473,847

Residential real estate

- 1st lien

1,221,885

611,883

1,833,768

179,776,526

181,610,294

1,343,723

561,440

- Jr lien

82,115

93,374

175,489

32,891,500

33,066,989

140,411

93,374

Residential real estate - 1st lien

1,291,368

409,273

1,700,641

197,333,087

199,033,728

Residential real estate - Jr lien

160,470

64,883

225,353

31,676,142

31,901,495

Consumer

4,028

0

4,028

3,166,540

3,170,568

0

0

17,689

0

17,689

3,427,291

3,444,980

Totals

$ 3,088,102

$ 2,487,339

$ 5,575,441

$ 690,717,741

$ 696,293,182

$ 5,414,963

$ 654,814

$ 2,796,047

$ 4,268,769

$ 7,064,816

$ 751,521,896

$ 758,586,712

90 Days

Total

Non-Accrual

90 Days or
More and

90 Days

Total

December 31, 2021

30-89 Days

or More

Past Due

Current

Total Loans

Loans

Accruing

December 31, 2022

30-89 Days

or More

Past Due

Current

Total Loans

Commercial & industrial

$ 833,875

$ 0

$ 833,875

$ 120,099,595

$ 120,933,470

$ 98,661

$ 0

$ 2,377,668

$ 879,802

$ 3,257,470

$ 109,694,403

$ 112,951,873

Purchased

0

0

0

7,530,458

7,530,458

Commercial real estate

49,450

2,400,514

2,449,964

298,508,967

300,958,931

4,517,839

0

1,395,444

353,842

1,749,286

355,143,700

356,892,986

Municipal

0

0

0

47,955,231

47,955,231

0

0

0

0

0

34,633,055

34,633,055

Residential real estate

- 1st lien

1,190,300

608,775

1,799,075

179,517,270

181,316,345

1,180,563

506,827

- Jr lien

51,837

86,476

138,313

34,221,551

34,359,864

143,566

86,476

Residential real estate - 1st lien

1,517,653

641,141

2,158,794

196,584,581

198,743,375

Residential real estate - Jr lien

321,579

25,007

346,586

33,410,286

33,756,872

Consumer

9,741

0

9,741

4,454,951

4,464,692

0

0

18,745

0

18,745

4,021,244

4,039,989

Totals

$ 2,135,203

$ 3,095,765

$ 5,230,968

$ 684,757,565

$ 689,988,533

$ 5,940,629

$ 593,303

$ 5,631,089

$ 1,899,792

$ 7,530,881

$ 741,017,727

$ 748,548,608

For all loan segments, loans over 30 days past due are considered delinquent.

15
Table of Contents
The following tables present the amortized cost basis of loans on nonaccrual status and loans past due 90 days or more and still accruing as of the dates presented:

90 Days or

Nonaccrual

Nonaccrual

Total

More and

March 31, 2023

with an ACL

with No ACL

Nonaccrual

Accruing

Commercial & industrial

$ 0

$ 3,875,801

$ 3,875,801

$ 0

Purchased

0

0

0

0

Commercial real estate

692,600

2,369,614

3,062,214

0

Municipal

0

0

0

0

Residential real estate - 1st lien

167,159

1,246,617

1,413,776

175,981

Residential real estate - Jr lien

0

128,563

128,563

0

Consumer

0

0

0

0

Totals

$ 859,759

$ 7,620,595

$ 8,480,354

$ 175,981

90 Days or

Nonaccrual

Nonaccrual

Total

More and

December 31, 2022

with an ALL

with No ALL

Nonaccrual

Accruing

Commercial & industrial

$ 452,963

$ 2,989,161

$ 3,442,124

$ 0

Purchased

0

0

0

0

Commercial real estate

0

3,180,478

3,180,478

324,927

Municipal

0

0

0

0

Residential real estate - 1st lien

278,026

858,304

1,136,330

248,157

Residential real estate - Jr lien

0

131,088

131,088

0

Consumer

0

0

0

0

Totals

$ 730,989

$ 7,159,031

$ 7,890,020

$ 573,084

As of ~~the balance sheet dates presented,~~March 31, 2023, there were no loans in process of foreclosure, ~~consisted~~compared to 5 loans with an aggregate balance of ~~the following residential mortgage loans:~~$195,082 at December 31, 2022.

Number of loans

Balance

March 31, 2022

4

$ 153,054

December 31, 2021

5

195,082

Allowance for ~~loan~~credit losses

The ~~ALL~~ACL is established through a provision for ~~loan~~credit losses charged to earnings. ~~Loan~~Credit losses are charged against the allowance when management believes that future payments of a loan balance are unlikely. Subsequent recoveries, if any, are credited to the allowance.

Unsecured loans are charged off when they become uncollectible and no later than 120 days past due. Unsecured loans to customers who subsequently file bankruptcy are charged off within 30 days of receipt of the notification of filing or by the end of the month in which the loans become 120 days past due, whichever occurs first. For secured loans, both residential and commercial, the potential loss on impaired loans is carried as a loan loss reserve specific allocation; the loss portion is charged off when collection of the full loan appears unlikely. The unsecured portion of a real estate loan is that portion of the loan exceeding the ~~“fair value”~~"fair value" of the collateral less the estimated cost to sell. Value of the collateral is determined in accordance with the Company’s appraisal policy. The unsecured portion of an impaired real estate secured loan is charged off by the end of the month in which the loan becomes 180 days past due.

14
~~Table of Contents~~
As described below, the allowance consists of general ~~specific~~ and ~~unallocated~~specific components. However, the entire allowance is available to absorb losses in the loan portfolio, regardless of ~~specific,~~ general ~~and unallocated~~or specific components considered in determining the amount of the allowance.

General component

The general component of the ~~ALL~~ACL is based on ~~historical loss experience~~methodologies, inputs, and ~~various qualitative factors and is stratified by~~assumptions utilized to estimate lifetime credit losses when applied to the following loan segments: commercial and industrial, purchased loans, CRE, municipal, residential real estate 1st lien, residential real estate Jr lien and consumer loans. The Company does not disaggregate its portfolio segments further into classes.
16
Table of Contents

~~Loss ratios~~The Company utilizes a discounted cash flow (DCF) approach to calculate the expected loss for each portfolio segment. Within the DCF model, a probability of default (PD) and loss given default (LGD) assumption is applied to calculate the expected loss for each segment. PD is the probability the asset will default within a given timeframe and LGD is the percentage of assets not expected to be collected due to default. The Company's PD and LGD assumptions may be derived from internal historical default and loss experience or from external data where there are ~~calculated by~~not statistically meaningful loss events for a loan segment ~~using appropriate look back periods.~~or it does not have default and loss data that covers a full economic cycle.
As of March 31, 2023, the primary macroeconomic drivers used within the DCF model included forecasts of Civilian unemployment and changes in National gross domestic product (GDP). Management ~~uses an average~~monitors and assesses its macroeconomic drivers at least annually (generally in the fourth quarter) to determine if or that they continue to be the most predictive indicator of ~~historical~~ losses within the Company's loan portfolio, and these macroeconomic drivers may change from time to time.
To determine its reasonable and supportable forecast, management may leverage macroeconomic forecasts obtained from various reputable sources, which may include, but is not limited to, the FOMC forecast and other publicly available forecasts from well recognized, leading economists or firms. The Company's reasonable and supportable forecast period generally ranges from one to three years, depending on the facts and circumstances of the current state of the economy, portfolio segment, and management's judgment of what can be reasonably supported. The model reversion period generally ranges from one to six years, and it also depends on the current state of the economy and management's judgments of such. Management monitors and assesses the forecast and reversion period at least annually. The Company used a one-year forecast and reversion period to calculate the ACL on loans as of March 31, 2023.
When the DCF method is used to determine the ACL, management does not adjust the effective interest rate used to discount expected cash flows to incorporate expected prepayments.
Expected credit losses are estimated over the contractual term of the loans. For term loans, the contractual life is calculated based on the maturity date. For commercial revolving loans with no stated maturity date, the contractual life is calculated based on the internal review date. For all other revolving loans, the contractual life is based on either the estimated maturity date or a ~~time frame~~default date. The contractual term excludes expected extensions, renewals, and modifications.
In calculating the ACL on loans, the contractual life of a loan must be adjusted for prepayments to arrive at expected cash flows. The Company models term loans using an annualized prepayment. When the Company has a specific expectation of differing payment behavior for a given loan, the loan may be evaluated individually. For revolving loans that do not have a principal payment schedule, a curtailment rate is factored into the cash flow.
Management has elected loss rate methodologies appropriate ~~to capture relevant loss data~~ for each loan segment. The DCF method was chosen for the commercial and industrial, CRE, residential real estate 1^st lien, residential real estate Jr Lien and consumer loans. The DCF model, being periodic in nature, allows for effective incorporation of a reasonable and supportable forecast in a directionally consistent and objective manner. For the purchased loans segment, ina long-term average loss rate is calculated and applied on a quarterly basis for the ~~current economic climate. During periods~~remaining life of ~~economic stability, a relatively longer period (e.g., five years) may be appropriate. During periods of significant expansion or contraction,~~ the ~~Company may appropriately shorten the historical time period.~~pool. Due ~~primarily~~ to the ~~effects~~lack of ~~COVID-19, during 2020~~any historical loss data, a manual entry methodology was chosen for the ~~Company shortened its look back period~~municipal loans given the immaterial nature of the pool when considering prior loss history as well as the inability to ~~one year, however, during~~reasonably forecast defaults or loss given default for the ~~first quarter of 2022, the look back period was lengthened to two years.~~pool.

Qualitative factors are also applied to include the levels of and trends in delinquencies and non-performing loans, levels of and trends in loan risk groups, trends in volumes and terms of loans, effects of any changes in loan related policies, experience, ability and the depth of management, documentation and credit data exception levels, national and local economic trends, external factors such as competition and regulation and lastly, concentrations of credit risk in a variety of areas, including portfolio product mix, the level of loans to individual borrowers and their related interests, loans to industry segments, and the geographic distribution of CRE loans. This evaluation is inherently subjective as it requires estimates that are susceptible to revision as more information becomes available.

The qualitative factors are determined based on the various risk characteristics of each loan segment. The Company has policies, procedures and internal controls that management believes are commensurate with the risk profile of each of these segments. Major risk characteristics relevant to each portfolio segment are as follows:

Commercial & Industrial – Loans in this segment include commercial and industrial loans and to a lesser extent loans to finance agricultural production. Commercial loans are made to businesses and are generally secured by assets of the business, including trade assets and equipment. While not the primary collateral, in many cases these loans may also be secured by the real estate of the business. Repayment is expected from the cash flows of the business. A weakened economy, soft consumer spending, unfavorable foreign trade conditions and the rising cost of labor or raw materials are examples of issues that can impact the credit quality in this segment.
Purchased – Loans in this segment are loans purchased through a loan purchasing program with Bankers Healthcare Group (BHG). BHG originates commercial loans to medical professionals nationwide and sells them individually to a secondary market, primarily banks, through a bid process. The Bank has established conservative credit parameters and expects a low risk of default in this portfolio.
17
Table of Contents

Commercial Real Estate – Loans in this segment are principally made to businesses and are generally secured by either owner-occupied, or non-owner occupied CRE. A relatively small portion of this segment includes farm loans secured by farm land and buildings. As with commercial and industrial loans, repayment of owner-occupied CRE loans is expected from the cash flows of the business and the segment would be impacted by the same risk factors as commercial and industrial loans. The non-owner occupied CRE portion includes both residential and commercial construction loans, vacant land and real estate development loans, multi-family dwelling loans and commercial rental property loans. Repayment of construction loans is expected from permanent financing takeout; the Company generally requires a commitment or eligibility for the take-out financing prior to construction loan origination. Real estate development loans are generally repaid from the sale of the subject real property as the project progresses. Construction and development lending entail additional risks, including the project exceeding budget, not being constructed according to plans, not receiving permits, or the pre-leasing or occupancy rate not meeting expectations. Repayment of multi-family loans and commercial rental property loans is expected from the cash flow generated by rental payments received from the individuals or businesses occupying the real estate. CRE loans are impacted by factors such as competitive market forces, vacancy rates, cap rates, net operating incomes, lease renewals and overall economic demand. In addition, loans in the recreational and tourism sector can be affected by weather conditions, such as unseasonably low winter snowfalls. CRE lending also carries a higher degree of environmental risk than other real estate lending.

Municipal – Loans in this segment are made to local municipalities, attributable to municipal financing transactions and backed by the full faith and credit of town governments or dedicated governmental revenue sources, with no historical losses recognized by the Company. Qualitative factors are not utilized in the manual entry method for municipal loans.

Residential Real Estate - 1^st Lien – Loans in this segment are collateralized by first mortgages on 1 – 4 family owner-occupied residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, has an impact on the credit quality of this segment.
15
~~Table of Contents~~

Residential Real Estate – Jr Lien – Loans in this segment are collateralized by junior lien mortgages on 1 – 4 family residential real estate and repayment is primarily dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, has an impact on the credit quality of this segment.

Consumer – Loans in this segment are made to individuals for consumer and household purposes. This segment includes both loans secured by automobiles and other consumer goods, as well as loans that are unsecured. This segment also includes overdrafts, which are extensions of credit made to both individuals and businesses to cover temporary shortages in their deposit accounts and are generally unsecured. The Company maintains policies restricting the size and term of these extensions of credit. The overall health of the economy, including unemployment rates, has an impact on the credit quality of this segment.

Specific component

~~The specific component of the ALL relates to loans~~Loans that do not share risk characteristics are ~~impaired. Impaired loans~~evaluated on an individual basis. Loans evaluated individually are ~~loans to a borrower that~~not also included in the ~~aggregate are~~collective evaluation. In general, loans individually evaluated for estimated credit losses include those (i) greater than $100,000 and that are ~~in non-accrual status~~on nonaccrual or (ii) have other unique characteristics differing from the portfolio segment. Specific reserves are ~~TDRs regardless of amount. A specific allowance is~~ established when appropriate for ~~an impaired loan when its estimated fair value or net present value of future cash flows is less than the carrying value of the loan. For all loan segments, except consumer~~such loans ~~a loan is considered impaired when,~~ based on current information and events, in management’s estimation it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant or temporary payment delays and payment shortfalls generally are not classified as impaired. Management evaluates the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length and frequency of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis, by either the present value of expected future cash flows ~~discounted~~of the loan. However, when management determines that foreclosure is probable or when the borrower is experiencing financial difficulty at the ~~loan’s effective interest rate,~~reporting date and repayment is expected to be provided substantially through the ~~loan’s obtainable market price,~~operation or sale of the collateral expected credit losses are based on the fair value of the collateral ifat the ~~loan is collateral dependent.~~
~~Impaired loans also include troubled loans that are restructured. A TDR occurs when the Company,~~reporting date, adjusted for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower that would otherwise not be granted. TDRs may include the transfer of assets to the Company in partial satisfaction of a troubled loan, a modification of a loan’s terms, or a combination of the two. As described above in Note 2, under March 2020 guidance from the federal banking agencies and concurrence by the FASB, certain short-term loan accommodations made in good faith prior to January 1, 2022 for borrowers experiencing financial difficulties due to the COVID-19 health emergency are not considered TDRs.selling costs as appropriate.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer loans for impairment ~~evaluation, unless such loans are subject to a restructuring agreement.~~evaluation.

~~Unallocated component~~Allowance for loan losses (prior to adoption of CECL)

~~An unallocated component~~Please refer to Note 4 to the audited consolidated financial statements contained in the Company’s 2022 Annual Report on 10-K for the description on disclosure of the ALL ~~is maintained~~in periods prior to ~~cover uncertainties that could affect management’s estimate~~adoption of probable losses. The unallocated component reflects management’s estimate of the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.CECL.
16
~~Table of Contents~~
~~The tables below summarize changes in the ALL and select loan information, by portfolio segment, for the periods indicated.~~
~~As of or for the three months ended March 31, 2022~~

Residential

Residential

Commercial

Commercial

Real Estate

Real Estate

& Industrial

Real Estate

Municipal

1st Lien

Jr Lien

Consumer

Unallocated

Total

ALL beginning balance

$ 939,047

$ 4,151,760

$ 76,728

$ 1,765,892

$ 182,014

$ 55,698

$ 539,117

$ 7,710,256

Charge-offs

(17,650 )

(667,474 )

0

0

0

(8,764 )

0

(693,888 )
Recoveries

0

0

0

2,276

1,210

8,294

0

11,780

Provision (credit)

117,903

1,159,995

10,861

46,289

(4,671 )

(19,036 )

(448,841 )

862,500

ALL ending balance

$ 1,039,300

$ 4,644,281

$ 87,589

$ 1,814,457

$ 178,553

$ 36,192

$ 90,276

$ 7,890,648

ALL evaluated for impairment

Individually

$ 0

$ 0

$ 0

$ 115,614

$ 0

$ 0

$ 0

$ 115,614

Collectively

1,039,300

4,644,281

87,589

1,698,843

178,553

36,192

90,276

7,775,034

Total

$ 1,039,300

$ 4,644,281

$ 87,589

$ 1,814,457

$ 178,553

$ 36,192

$ 90,276

$ 7,890,648

Loans evaluated for impairment

Individually

$ 222,236

$ 3,713,169

$ 0

$ 3,910,848

$ 85,691

$ 0

$ 7,931,944

Collectively

121,250,921

304,598,565

48,660,440

177,699,446

32,981,298

3,170,568

688,361,238

Total

$ 121,473,157

$ 308,311,734

$ 48,660,440

$ 181,610,294

$ 33,066,989

$ 3,170,568

$ 696,293,182

~~As of or for the year ended December 31, 2021~~

Residential

Residential

Commercial

Commercial

Real Estate

Real Estate

& Industrial

Real Estate

Municipal

1st Lien

Jr Lien

Consumer

Unallocated

Total

ALL beginning balance

$ 842,547

$ 3,854,153

$ 82,211

$ 1,735,304

$ 234,896

$ 60,461

$ 398,913

$ 7,208,485

Charge-offs

(18,847 )

(22,000 )

0

(98,704 )

0

(87,651 )

0

(227,202 )
Recoveries

4,761

27,160

0

7,636

10,821

54,430

0

104,808

Provision (credit)

110,586

292,447

(5,483 )

121,656

(63,703 )

28,458

140,204

624,165

ALL ending balance

$ 939,047

$ 4,151,760

$ 76,728

$ 1,765,892

$ 182,014

$ 55,698

$ 539,117

$ 7,710,256

ALL evaluated for impairment

Individually

$ 0

$ 0

$ 0

$ 79,978

$ 0

$ 0

$ 0

$ 79,978

Collectively

939,047

4,151,760

76,728

1,685,914

182,014

55,698

539,117

7,630,278

Total

$ 939,047

$ 4,151,760

$ 76,728

$ 1,765,892

$ 182,014

$ 55,698

$ 539,117

$ 7,710,256

Loans evaluated for impairment

Individually

$ 93,362

$ 4,553,734

$ 0

$ 3,720,503

$ 88,563

$ 0

$ 8,456,162

Collectively

120,840,108

296,405,197

47,955,231

177,595,842

34,271,301

4,464,692

681,532,371

Total

$ 120,933,470

$ 300,958,931

$ 47,955,231

$ 181,316,345

$ 34,359,864

$ 4,464,692

$ 689,988,533

17
~~Table of Contents~~
~~As of or for the three months ended March 31, 2021~~

Residential

Residential

Commercial

Commercial

��
Real Estate

Real Estate

& Industrial

Real Estate

Municipal

1st Lien

Jr Lien

Consumer

Unallocated

Total

ALL beginning balance

$ 842,547

$ 3,854,153

$ 82,211

$ 1,735,304

$ 234,896

$ 60,461

$ 398,913

$ 7,208,485

Charge-offs

(18,847 )

0

0

0

0

(14,161 )

0

(33,008 )
Recoveries

4,761

7,000

0

1,567

528

11,458

0

25,314

Provision (credit)

60,170

(37,468 )

1,320

(69,277 )

(32,112 )

(18,136 )

363,000

267,497

ALL ending balance

$ 888,631

$ 3,823,685

$ 83,531

$ 1,667,594

$ 203,312

$ 39,622

$ 761,913

$ 7,468,288

ALL evaluated for impairment

Individually

$ 0

$ 0

$ 0

$ 119,306

$ 255

$ 0

$ 0

$ 119,561

Collectively

888,631

3,823,685

83,531

1,548,288

203,058

39,621

761,913

7,348,727

Total

$ 888,631

$ 3,823,685

$ 83,531

$ 1,667,594

$ 203,313

$ 39,621

$ 761,913

$ 7,468,288

Loans evaluated for impairment

Individually

$ 420,974

$ 1,645,678

$ 0

$ 4,394,274

$ 143,333

$ 0

$ 6,604,259

Collectively

188,022,649

276,837,413

52,207,213

165,415,944

36,735,240

3,666,921

722,885,380

Total

$ 188,443,623

$ 278,483,091

$ 52,207,213

$ 169,810,218

$ 36,878,573

$ 3,666,921

$ 729,489,639

~~Impaired loans, by portfolio segment, were as follows:~~

As of March 31, 2022

Unpaid

Average

Interest

Recorded

Principal

Related

Recorded

Income

Investment(1)

Balance

Allowance

Investment(1)(2)

Recognized(2)

Related allowance recorded

Residential real estate

1st lien

$ 1,113,112

$ 1,129,082

$ 115,614

$ 907,849

$ 14,387

Jr lien

0

0

0

0

51

Total with related allowance

1,113,112

1,129,082

115,614

907,849

14,438

No related allowance recorded

Commercial & industrial

222,236

261,011

157,799

204

Commercial real estate

3,713,309

4,861,145

4,133,691

1,670

Residential real estate

1st lien

2,836,069

3,845,577

2,943,358

42,714

Jr lien

85,697

131,069

87,133

37

Total with no related allowance

6,857,311

9,098,802

7,321,981

44,625

Total impaired loans

$ 7,970,423

$ 10,227,884

$ 115,614

$ 8,229,830

$ 59,063

~~(1)~~
~~Recorded investment in impaired loans as of March 31, 2022 includes accrued interest receivable of $38,479.~~
~~(2)~~
~~For the three months ended March 31, 2022.~~

18
Table of Contents

As of December 31, 2021

Unpaid

Average

Interest

Recorded

Principal

Related

Recorded

Income

Investment(1)

Balance

Allowance

Investment(1)(2)

Recognized(2)

Related allowance recorded

Residential real estate

1st lien

$ 702,586

$ 716,118

$ 79,978

$ 858,124

$ 60,769

Jr lien

0

0

0

3,452

243

Total with related allowance

702,586

716,118

79,978

861,576

61,012

No related allowance recorded

Commercial & industrial

93,362

115,414

290,181

204

Commercial real estate

4,554,074

5,108,557

2,747,193

120,996

Residential real estate

1st lien

3,050,647

4,076,352

3,331,971

205,514

Jr lien

88,570

132,802

124,803

186

Total with no related allowance

7,786,653

9,433,125

6,494,148

326,900

Total impaired loans

$ 8,489,239

$ 10,149,243

$ 79,978

$ 7,355,724

$ 387,912

The following table presents the amortized cost basis of collateral-dependent loans as of March 31, 2023 by collateral type:

Business

Commercial

Residential

Assets (1)

Real Estate

Real Estate

Total

Commercial

$ 1,777,018

$ 1,777,018

Commercial real estate

776,329

776,329

Residential real estate - 1st lien

326,922

326,922

Total collateral-dependent loans

$ 1,777,018

$ 776,329

$ 326,922

$ 2,880,268

(1)   Including, but not limited to, inventory, equipment and accounts receivable.
Impaired loans, by portfolio segment, prior to adoption of ASU 2022-02 (Troubled Debt Restructurings and Vintage Disclosures), were as follows:

As of December 31, 2022

Unpaid

Recorded

Principal

Related

Investment(1)

Balance

Allowance

Related allowance recorded

Commercial & industrial

$ 452,963

$ 462,745

$ 2,322

Residential real estate – 1st lien

1,041,730

1,073,350

106,280

Total with related allowance

1,494,693

1,536,095

108,602

No related allowance recorded

��

Commercial & industrial

2,989,161

3,078,769

Commercial real estate

3,176,962

3,671,196

Residential real estate - 1st lien

2,785,669

3,805,682

Residential real estate - Jr lien

77,419

126,250

Total with no related allowance

9,029,211

10,681,897

Total impaired loans

$ 10,523,904

$ 12,217,992

$ 108,602

(1)   Recorded investment in impaired loans in the table above includes accrued interest receivable and deferred net loan costs of $11,517.

As of March 31, 2022

Unpaid

Recorded

Principal

Related

Investment(1)

Balance

Allowance

Related allowance recorded

Residential real estate - 1st lien

$ 1,113,112

$ 1,129,082

$ 115,614

Total with related allowance

1,113,112

1,129,082

115,614

No related allowance recorded

Commercial & industrial

222,236

261,011

Commercial real estate

3,713,309

4,861,145

Residential real estate - 1st lien

2,836,069

3,845,577

Residential real estate - Jr lien

85,697

131,069

Total with no related allowance

6,857,311

9,098,802

Total impaired loans

$ 7,970,423

$ 10,227,884

$ 115,614

(1 ) Recorded investment in impaired loans in the table above includes accrued interest receivable of $38,479.

~~(1)~~
19
~~Recorded investment in impaired loans as of December 31, 2021 includes accrued interest receivable and deferred net loan costs of $33,077.~~
~~(2)~~
~~For the year ended December 31, 2021.~~
Table of Contents

As of March 31, 2021

Unpaid

Average

Interest

Recorded

Principal

Related

Recorded

Income

Investment(1)

Balance

Allowance

Investment(1)(2)

Recognized(2)

Related allowance recorded

Residential real estate

1st lien

$ 1,159,129

$ 1,196,306

$ 119,306

$ 1,029,855

$ 18,650

Jr lien

4,466

4,463

255

4,622

117

Total with related allowance

1,163,595

1,200,769

119,561

1,034,477

18,767

No related allowance recorded

Commercial & industrial

420,975

485,396

417,620

204

Commercial real estate

1,645,921

2,103,732

1,794,967

2,044

Residential real estate

1st lien

3,269,662

4,132,986

3,529,314

46,958

Jr lien

138,870

180,547

134,574

0

Total with no related allowance

5,475,428

6,902,661

5,876,475

49,206

Total impaired loans

$ 6,639,023

$ 8,103,430

$ 119,561

$ 6,910,952

$ 67,973

~~(1)~~
~~Recorded investment in impaired loans as of March 31, 2021 includes accrued interest receivable and deferred net loan costs of $34,764.~~
~~(2)~~
~~For the three months ended March 31, 2021.~~

As of March 31, 2022

Three Months Ended

Average

Interest

Recorded

Income

Investment

Recognized

Related allowance recorded

Residential real estate - 1st lien

$ 907,849

$ 14,387

Residential real estate - Jr lien

0

51

Total with related allowance

907,849

14,438

No related allowance recorded

Commercial & industrial

157,799

204

Commercial real estate

4,133,691

1,670

Residential real estate - 1st lien

2,943,358

42,714

Residential real estate - Jr lien

87,133

37

Total with no related allowance

7,321,981

44,625

Total impaired loans

$ 8,229,830

$ 59,063

For all loan segments, the accrual of interest is discontinued when a loan is specifically determined to be impaired or when the loan is delinquent 90 days and management believes, after considering collection efforts and other factors, that the ~~borrower’s~~borrower's financial condition is such that collection of interest is considered by management to be doubtful. Any unpaid interest previously accrued on those loans is reversed from income. Interest income is generally not recognized on specific impaired loans unless the likelihood of further loss is considered by management to be remote. Interest payments received on impaired loans are generally applied as a reduction of the loan principal balance. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and a satisfactory payment performance of six or more months has occurred.

19
~~Table of Contents~~
Credit Quality Grouping

In developing the ~~ALL,~~ACL, management uses credit quality groupings to help evaluate trends in credit quality. The Company groups credit risk into Groups A, B and C. The manner the Company utilizes to assign risk grouping is driven by loan purpose. Commercial purpose loans are individually risk graded while the retail portion of the portfolio is generally grouped by delinquency pool.

Group A loans - ~~Acceptable Risk~~Pass – are loans that are expected to perform as agreed under their respective terms. Such loans carry a normal level of risk that does not require management attention beyond that warranted by the loan or loan relationship characteristics, such as loan size or relationship size. Group A loans include commercial purpose loans that are individually risk rated, including purchased and retail loans that are rated by pool. Group A retail loans include performing consumer and residential real estate loans. Residential real estate loans are loans to individuals secured by 1-4 family homes, including first mortgages, home equity and home improvement loans. Loan balances fully secured by deposit accounts or that are fully guaranteed by the federal government are considered acceptable risk.

Group B loans – ~~Management Involved~~Special Mention - are loans that require greater attention than the acceptable risk loans in Group A. Characteristics of such loans may include, but are not limited to, borrowers that are experiencing negative operating trends such as reduced sales or margins, borrowers that have exposure to adverse market conditions such as increased competition or regulatory burden, or borrowers that have had unexpected or adverse changes in management. These loans have a greater likelihood of migrating to an unacceptable risk level if these characteristics are left unchecked. Group B is limited to commercial purpose loans that are individually risk rated.

Group C loans – ~~Unacceptable Risk~~Substandard/Doubtful – are loans that have distinct shortcomings that require a greater degree of management attention. Examples of these shortcomings include a ~~borrower’s~~borrower's inadequate capacity to service debt, poor operating performance, or insolvency. These loans are more likely to result in repayment through collateral liquidation. Group C loans range from those that are likely to sustain some loss if the shortcomings are not corrected, to those for which loss is imminent and non-accrual treatment is warranted. Group C loans include individually rated commercial purpose loans and retail loans adversely rated in accordance with the Federal Financial Institutions Examination Council’s Uniform Retail Credit Classification Policy. Group C retail loans include 1-4 family residential real estate loans and home equity loans past due 90 days or more with loan-to-value ratios greater than 60%, home equity loans 90 days or more past due where the Bank does not hold first mortgage, irrespective of loan-to-value, loans in bankruptcy where repayment is likely but not yet established, and lastly consumer loans that are 90 days or more past due.

20
Table of Contents
Commercial purpose loan ratings are assigned by the commercial account officer; for larger and more complex commercial loans, the credit rating is a collaborative assignment by the lender and the credit analyst. The credit risk rating is based on the ~~borrower’s~~borrower's expected performance, i.e., the likelihood that the borrower will be able to service its obligations in accordance with the loan terms. Credit risk ratings are meant to measure risk versus simply record history. Assessment of expected future payment performance requires consideration of numerous factors. While past performance is part of the overall evaluation, expected performance is based on an analysis of the ~~borrower’s~~borrower's financial strength, and historical and projected factors such as size and financing alternatives, capacity and cash flow, balance sheet and income statement trends, the quality and timeliness of financial reporting, and the quality of the borrower’s management. Other factors influencing the credit risk rating to a lesser degree include collateral coverage and control, guarantor strength and commitment, documentation, structure and covenants and industry conditions. There are uncertainties inherent in this process.

Credit risk ratings are dynamic and require updating whenever relevant information is received. Risk ratings are assessed on an ongoing basis and at various points, including at delinquency or at the time of other adverse events. For larger, more complex or adversely rated loans, risk ratings are also assessed at the time of annual or periodic review. Lenders are required to make immediate disclosure to the ~~Senior Credit~~Chief Lending Officer of any known increase in loan risk, even if considered temporary in nature.

The risk ratings within the loan portfolio and current period gross charge-offs, by loan segment and origination year, as of March 31, 2023 were as follows:
As of March 31, 2023

Revolving

Revolving

(In thousands)

Loans

Loans

Amortized

Converted

2023

2022

2021

2020

2019

Prior

Cost Basis

to Term

Total

Commercial:

Pass

$ 5,305

$ 23,235

$ 16,023

$ 3,648

$ 5,225

$ 6,797

$ 46,878

$ 0

$ 107,111

Special mention

0

134

959

248

0

68

5,627

0

7,036

Substandard/Doubtful

0

398

0

277

307

1,549

2,220

0

4,751

Total commercial

$ 5,305

$ 23,767

$ 16,982

$ 4,173

$ 5,532

$ 8,414

$ 54,725

$ 0

$ 118,898

Current period gross charge-offs

$ 0

$ 12

$ 0

$ 0

$ 0

$ 0

$ 0

$ 0

$ 12

Purchased:

Pass

$ 169

$ 103

$ 1,990

$ 1,707

$ 2,729

$ 0

$ 0

$ 0

$ 6,698

Total purchased

$ 169

$ 103

$ 1,990

$ 1,707

$ 2,729

$ 0

$ 0

$ 0

$ 6,698

Commercial Real Estate:

Pass

$ 10,897

$ 94,652

$ 40,651

$ 51,252

$ 36,336

$ 96,120

$ 22,309

$ 0

$ 352,217

Special mention

0

383

1,512

0

0

1,616

0

0

3,511

Substandard/Doubtful

0

0

0

1,675

1,422

2,524

788

0

6,409

Total commercial real estate

$ 10,897

$ 95,035

$ 42,163

$ 52,927

$ 37,758

$ 100,260

$ 23,097

$ 0

$ 362,137

Municipal:

Pass

$ 3,514

$ 10,020

$ 3,598

$ 5,332

$ 682

$ 11,766

$ 1,562

$ 0

$ 36,474

Total municipal

$ 3,514

$ 10,020

$ 3,598

$ 5,332

$ 682

$ 11,766

$ 1,562

$ 0

$ 36,474

Residential real estate - 1st lien:

Pass

$ 6,828

$ 40,869

$ 44,113

$ 34,995

$ 11,024

$ 57,324

$ 1,445

$ 0

$ 196,598

Substandard/Doubtful

0

0

0

1,867

42

527

0

0

2,436

Total residential real estate - 1st lien

$ 6,828

$ 40,869

$ 44,113

$ 36,862

$ 11,066

$ 57,851

$ 1,445

$ 0

$ 199,034

Residential real estate - Jr lien:

Pass

$ 77

$ 2,024

$ 420

$ 638

$ 689

$ 1,356

$ 24,869

$ 1,794

$ 31,867

Substandard/Doubtful

0

0

0

0

0

34

0

0

34

Total residential real estate - Jr lien

$ 77

$ 2,024

$ 420

$ 638

$ 689

$ 1,390

$ 24,869

$ 1,794

$ 31,901

Consumer

Pass

$ 697

$ 1,362

$ 656

$ 395

$ 208

$ 127

$ 0

$ 0

$ 3,445

Total consumer

$ 697

$ 1,362

$ 656

$ 395

$ 208

$ 127

$ 0

$ 0

$ 3,445

Current period gross charge-offs

$ 0

$ 8

$ 0

$ 0

$ 0

$ 17

$ 0

$ 0

$ 25

Total Loans

$ 27,487

$ 173,180

$ 109,922

$ 102,034

$ 58,664

$ 179,808

$ 105,698

$ 1,794

$ 758,587

There were no current period gross charge-offs within the Purchased, CRE, Municipal, Residential real estate 1st lien and Residential real estate Jr lien loan segments.  There were no Special mention loans within the Residential real estate 1st lien or Jr lien loan segments.  There were no Special mention or Substandard/Doubtful loans within the Purchased, Municipal and Consumer loan segments.

2021
Table of Contents

~~The~~
Before the adoption of ASC 326 (CECL), the risk ratings within the loan portfolio, by segment, as of ~~the balance sheet dates~~December 31, 2022 were as follows:

~~As of March 31, 2022~~

Residential

Residential

Commercial

Commercial

Real Estate

Real Estate

& Industrial

Real Estate

Municipal

1st Lien

Jr Lien

Consumer

Total

Group A

$ 118,322,106

$ 299,401,050

$ 48,660,440

$ 177,592,027

$ 32,631,970

$ 3,170,568

$ 679,778,161

Group B

579,664

2,422,197

0

0

0

0

3,001,861

Group C

2,571,387

6,488,487

0

4,018,267

435,019

0

13,513,160

Total

$ 121,473,157

$ 308,311,734

$ 48,660,440

$ 181,610,294

$ 33,066,989

$ 3,170,568

$ 696,293,182

~~As of December 31, 2021~~

Residential

Residential

Residential

Residential

Commercial

Commercial

Real Estate

Real Estate

Commercial

Commercial

Real Estate

Real Estate

& Industrial

Real Estate

Municipal

1st Lien

Jr Lien

Consumer

Total

& Industrial

Purchased

Real Estate

Municipal

1st Lien

Jr Lien

Consumer

Total

Group A

$ 117,607,773

$ 285,732,365

$ 47,955,231

$ 177,456,149

$ 34,166,076

$ 4,464,692

$ 667,382,286

$ 104,697,047

$ 7,530,458

$ 347,732,935

$ 34,633,055

$ 195,269,893

$ 33,538,767

$ 4,039,989

$ 727,442,144

Group B

693,084

6,550,335

0

0

0

0

7,243,419

6,296,411

0

2,754,649

0

0

0

0

9,051,060

Group C

2,632,613

8,676,231

0

3,860,196

193,788

0

15,362,828

1,958,415

0

6,405,402

0

3,473,482

218,105

0

12,055,404

Total

$ 120,933,470

$ 300,958,931

$ 47,955,231

$ 181,316,345

$ 34,359,864

$ 4,464,692

$ 689,988,533

$ 112,951,873

$ 7,530,458

$ 356,892,986

$ 34,633,055

$ 198,743,375

$ 33,756,872

$ 4,039,989

$ 748,548,608

Modifications of Loans ~~and TDRs~~

A loan is ~~classified as a TDR~~considered modified if, for economic or legal reasons related to a borrower’s financial difficulties, the Company grants a concession to the borrower that it would not otherwise consider.

The Company is deemed to have granted such a concession if it has modified a ~~troubled~~ loan in any of the following ways:

·
Reduced accrued interest;

·
Reduced the original contractual interest rate to a rate that is below the current market rate for the borrower;

·
Converted a variable-rate loan to a fixed-rate loan;

·
Extended the term of the loan beyond an insignificant delay;

·
Deferred or forgiven principal in an amount greater than three months of payments;

·
Performed a refinancing and deferred or forgiven principal on the original loan;

·
Capitalized protective advance to pay delinquent real estate taxes; or

·
Capitalized delinquent accrued interest.

An insignificant delay or insignificant shortfall in the amount of payments typically would not require the loan to be accounted for as ~~a TDR.~~modified. However, pursuant to regulatory guidance, any payment delay longer than three months is generally not considered insignificant. Management’s assessment of whether a concession has been granted also takes into account payments expected to be received from third parties, including third-party guarantors, provided that the third party has the ability to perform on the guarantee.

The Company’s ~~TDRs~~modified loans are principally a result of extending loan repayment terms to relieve cash flow difficulties. The Company has only, on a limited basis, reduced interest rates for borrowers below the current market rate for the borrower. The Company has not forgiven principal or reduced accrued interest within the terms of original restructurings, nor has it converted variable rate terms to fixed rate terms. However, the Company evaluates each ~~TDR situation~~potential loan modification on its own merits and does not foreclose the granting of any particular type of concession.

~~The Company has adopted the TDR guidance issued by the federal banking agencies in March and April 2020 regarding the treatment of certain short-term~~There were no new loan modifications ~~relating to~~for the COVID-19 pandemic (See Note 2). Under this guidance, qualifying concessions and modifications are not considered TDRs.  In total, throughout the pandemic, the Company granted short term loan concessions and/or modifications within the termsfirst three months of ~~this guidance to 595 borrowers. Of those loans, 351 remained on the books with an aggregate principal balance of $103.2 million as of March 31, 2022.~~2023.

Prior to adoption of ASU 2022-02, new TDRs, by portfolio segment, during the periods presented below were as follows:

Year ended December 31, 2022

Pre-

Post-

Modification

Modification

Outstanding

Outstanding

Number of

Recorded

Recorded

Contracts

Investment

Investment

Residential real estate – 1st lien

2

$ 562,592

$ 562,592

2122
Table of Contents

Three months ended March 31, 2022

Pre-

Post-

Modification

Modification

Outstanding

Outstanding

Number of

Recorded

Recorded

Contracts

Investment

Investment

Residential real estate – 1st lien

1

$ 292,592

$ 292,592

~~New~~
There were no TDRs ~~by portfolio segment,~~for which there was a payment default during the ~~periods presented were as follows:~~

Three months ended March 31, 2022

Pre-

Post-

Modification

Modification

Outstanding

Outstanding

Number of

Recorded

Recorded

Contracts

Investment

Investment

Residential real estate - 1st lien

1

$ 292,592

$ 292,592

Year ended December 31, 2021

Pre-

Post-

Modification

Modification

Outstanding

Outstanding

Number of

Recorded

Recorded

Contracts

Investment

Investment

Commercial & industrial

1

$ 41,751

$ 41,751

Commercial real estate

2

3,153,402

3,153,402

Residential real estate – 1st lien

1

67,007

67,007

4

$ 3,262,160

$ 3,262,160

Three months ended March 31, 2021

Pre-

Post-

Modification

Modification

Outstanding

Outstanding

Number of

Recorded

Recorded

Contracts

Investment

Investment

Commercial & industrial

1

$ 41,751

$ 41,751

twelve month period ended December 31, 2022. The TDRs for which there was a payment default during the twelve month periods presented below were as follows:

For the twelve months ended March 31, 2022

Number of

Recorded

Contracts

Investment

Commercial real estate

2

$ 2,422,965

~~For the twelve months ended December 31, 2021~~

Number of

Recorded

Contracts

Investment

Commercial & industrial

1

$ 38,001

Commercial real estate

2

3,081,810

3

$ 3,119,811

22
~~Table of Contents~~
~~For the twelve months ended March 31, 2021~~

Number of

Recorded

Contracts

Investment

Commercial & industrial

1

$ 41,001

Residential real estate - 1st lien

1

162,821

2

$ 203,822

Prior to adoption of ASU 2022-02, TDRs ~~are~~were treated as other impaired loans and ~~carry~~carried individual specific reserves with respect to the calculation of the ALL. These loans ~~are~~were categorized as non-performing, may behave been past due, and ~~are~~were generally adversely risk rated. The TDRs that ~~have~~had defaulted under their restructured terms ~~are~~were generally in collection status and their ALL reserve iswas typically calculated using the fair value of collateral method.

~~The~~Prior to adoption of ASU 2022-02, the specific allowances within the ALL related to TDRs as of ~~the balance sheet dates are presented in the table below.~~December 31, 2022 totaled $106,280.

March 31,

December 31,

2022

2021

Specific Allocation

$ 115,614

$ 79,978

As of the balance sheet dates, the Company evaluates whether it is contractually committed to lend additional funds to debtors with impaired, non-accrual or modified loans. The Company is contractually committed to lend on one SBA guaranteed line of credit to a borrower whose lending relationship was previously ~~restructured.~~modified.
OBS Credit Exposures: In the ordinary course of business, the Company enters into commitments to extend credit, including commercial letters of credit and standby letters of credit. Such financial instruments are recorded as loans when they are funded.
Allowance for Credit Losses on OBS Credit Exposures: The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The ACL on OBS credit exposures is adjusted through credit loss expense. To appropriately measure expected credit losses, management disaggregates the loan portfolio into similar risk characteristics, identical to those determined for the loan portfolio. An estimated funding rate is then applied to the qualifying unfunded loan commitments and letters of credit using the Company's own historical experience to estimate the expected funded amount for each loan segment as of the reporting date. Once the expected funded amount for each loan segment is determined, the loss rate, which is the calculated expected loan loss as a percent of the amortized cost basis for each loan segment, is applied to calculate the ACL on OBS credit exposures as of the reporting date. The ACL on OBS credit exposures is presented within accrued interest and other liabilities on the consolidated balance sheets.

Note 6. Goodwill and Other Intangible Assets

As a result of a merger with LyndonBank on December 31, 2007, the Company recorded goodwill amounting to $11,574,269. The goodwill is not amortizable and is not deductible for tax purposes.

As of December 31, ~~2021,~~2022, the most recent evaluation, management concluded that no impairment existed. Management evaluates its goodwill intangible for impairment at least annually, or more frequently as circumstances warrant, including, as applicable, circumstances arising out of the COVID-19 pandemic, including the disruptions to the economy and increased volatility in the financial markets and related impacts on the Company’s business.warrant.
23
Table of Contents

Note 7. Fair Value

Certain assets and liabilities are recorded at fair value to provide additional insight into the Company’s quality of earnings and comprehensive income. The fair values of some of these assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis, with the determination based upon applicable existing accounting pronouncements. For example, securities available-for-sale are recorded at fair value on a recurring basis. Other assets, such as MSRs, loans held-for-sale, impaired loans, and OREO are recorded at fair value on a non-recurring basis using the lower of cost or market methodology to determine impairment of individual assets. The Company groups assets and liabilities which are recorded at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. The level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement (with Level 1 considered highest and Level 3 considered lowest). A brief description of each level follows.

Level 1
Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market, as well as U.S. Treasury and other U.S. Government debt securities that are highly liquid and are actively traded in over-the-counter markets.

Level 2
Observable inputs other than Level 1 prices such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes MSRs, collateral-dependent impaired loans and OREO.

Level 3
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

23
~~Table of Contents~~
The following methods and assumptions were used by the Company in estimating its fair value measurements:

Debt Securities AFS:  Fair value measurement is based upon quoted prices for similar assets, if available. If quoted prices are not available, fair values are measured using matrix pricing models, or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves, prepayment speeds and default ~~rates.~~rates, net of any related credit allowance. Level 1 securities would include U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets. Level 2 securities include federal agency securities, municipal securities and other asset-backed securities.

~~Impaired~~Individually analyzed loans: ~~Impaired~~Individually analyzed loans are reported based on one of three measures: the present value of expected future cash flows discounted at the loan’s effective interest rate; the loan’s observable market price; or the fair value of the collateral if the loan is collateral dependent. If the fair value is less than an impaired loan’s recorded investment, an impairment loss is recognized as part of the ~~ALL.~~ACL. Accordingly, certain ~~impaired~~individually analyzed loans may be subject to measurement at fair value on a non-recurring basis. Management has estimated the fair values of collateral-dependent loans using Level 2 inputs, such as the fair value of collateral based on independent third-party appraisals.

Loans held-for-sale: The fair value of loans held-for-sale is based upon an actual purchase and sale agreement between the Company and an independent market participant. The sale is executed within a reasonable period following quarter end at the stated fair value.

MSRs:  MSRs represent the value associated with servicing residential mortgage loans. Servicing assets and servicing liabilities are reported using the amortization method and compared to fair value for impairment. In evaluating the carrying values of MSRs, the Company obtains third party valuations based on loan level data including note rate, and the type and term of the underlying loans. The Company classifies MSRs as non-recurring Level 2.

24
Table of Contents
Assets and Liabilities Recorded at Fair Value on a Recurring Basis

Assets measured at fair value on a recurring basis and reflected in the consolidated balance sheets at the dates presented, segregated by fair value hierarchy, are summarized below. There were no Level 3 assets or liabilities measured on a recurring basis as of the balance sheet dates presented, nor were there any transfers of assets between Levels during either ~~2022~~of the periods presented for 2023 or ~~2021.~~2022.

March 31,

December 31,

Assets: (market approach)

2022

2021

Level 1

U.S. Government securities

$ 37,629,399

$ 32,041,041

Level 2

U.S. GSE debt securities

$ 11,236,384

$ 11,828,498

Taxable Municipal securities

273,677

298,733

Tax-Exempt Municipal securities

4,307,948

831,379

Agency MBS

122,940,118

127,132,521

ABS and OAS

1,828,662

2,214,024

CMO

1,306,628

1,420,458

Other investments

6,232,750

6,575,805

Level 2 Total

$ 148,126,167

$ 150,301,418

Grand Total

$ 185,755,566

$ 182,342,459

24
~~Table of Contents~~

March 31,

December 31,

Assets: (market approach)

2023

2022

Level 1

U.S. Government securities

$ 38,769,069

$ 38,231,589

Level 2

U.S. GSE debt securities

$ 10,699,914

$ 10,375,291

Taxable Municipal securities

242,952

234,858

Tax-exempt Municipal securities

11,621,112

11,323,567

Agency MBS

114,476,436

115,231,599

ABS and OAS

2,521,908

2,693,606

CMO

11,950,570

11,935,925

Other investments

2,397,369

2,891,674

Level 2 Total

$ 153,910,261

$ 154,686,520

Grand Total

$ 192,679,330

$ 192,918,109

Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis

The following table includes assets measured at fair value on a non-recurring basis that have had a fair value adjustment since their initial recognition. ~~Impaired~~Individually analyzed loans measured at fair value only include ~~impaired~~those loans with a partial write-down or with a related specific ~~ALL~~ACL and are presented net of the specific allowances as disclosed in Note 5. Assets measured at fair value on a non-recurring basis and reflected in the consolidated balance sheets at the dates presented, segregated by fair value hierarchy level, are summarized below. There were no Level 1 or Level 3 assets or liabilities measured on a non-recurring basis as of the balance sheet dates presented, nor were there any transfers of assets between levels during either ~~2022~~of the periods presented for 2023 or ~~2021.~~2022.

March 31,

December 31,

March 31,

December 31,

Level 2

2022

2021

2023

2022

Assets: (market approach)

Impaired loans, net of related allowance

$ 1,792,892

$ 177,523

Loans held-for-sale

246,000

339,000

Individually analyzed loans, net of related allowance

$ 0

$ 94,458

MSRs (1)

900,094

897,720

839,223

862,593

~~(1)~~
(1)   Represents MSRs at lower of cost or fair value.

FASB ASC Topic 825, “Financial Instruments”, requires disclosures of fair value information about financial instruments, whether or not recognized in the balance sheet, if the fair values can be reasonably determined. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques using observable inputs when available. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Topic 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

25
Table of Contents

The estimated fair values of commitments to extend credit and letters of credit were immaterial as of the dates presented in the tables below. The estimated fair values of the ~~Company’s~~Company's financial instruments as of the balance sheet dates were as follows:

March 31, 2022

Fair

Fair

Fair

Fair

March 31, 2023

Fair

Fair

Fair

Fair

Carrying

Value

Value

Value

Value

Carrying

Value

Value

Value

Value

Amount

Level 1

Level 2

Level 3

Total

Amount

Level 1

Level 2

Level 3

Total

(Dollars in Thousands)

(Dollars in Thousands)

Financial assets:

Cash and cash equivalents

$ 84,453

$ 84,453

$ 0

$ 0

$ 84,453

$ 37,645

$ 37,645

$ 0

$ 0

$ 37,645

Debt securities AFS

185,756

37,630

148,126

0

185,756

192,679

38,769

153,910

0

192,679

Restricted equity securities

1,391

0

1,391

0

1,391

1,437

0

1,437

0

1,437

Loans and loans held-for-sale, net of ALL

Loans and loans held-for-sale, net of ACL

Commercial & industrial

120,196

0

96

120,247

120,343

117,856

0

0

115,447

115,447

Purchased

6,678

0

0

6,279

6,279

Commercial real estate

303,589

0

1,571

303,512

305,083

356,913

0

0

338,459

338,459

Municipal

48,566

0

0

48,136

48,136

36,383

0

0

34,231

34,231

Residential real estate - 1st lien

180,554

0

126

176,286

176,412

197,211

0

0

180,754

180,754

Residential real estate - Jr lien

32,884

0

0

32,865

32,865

31,384

0

0

31,050

31,050

Consumer

3,134

0

0

3,175

3,175

3,415

0

0

3,408

3,408

MSRs (1)

900

0

995

0

995

839

0

1,307

0

1,307

Accrued interest receivable

2,719

0

2,719

0

2,719

3,111

0

3,111

0

3,111

Financial liabilities:

Deposits

Other deposits

877,051

0

875,756

0

875,756

888,296

0

885,157

0

885,157

Brokered deposits

249

0

235

0

235

249

0

228

0

228

Long-term borrowings

1,300

0

1,112

0

1,112

1,300

0

1,044

0

1,044

Repurchase agreements

28,744

0

28,744

0

28,744

38,058

0

38,058

0

38,058

Operating lease obligations

812

0

812

0

812

605

0

605

0

605

Finance lease obligations

3,805

0

3,805

0

3,805

3,590

0

3,590

0

3,590

Subordinated debentures

12,887

0

12,826

0

12,826

12,887

0

12,711

0

12,711

Accrued interest payable

58

0

58

0

58

72

0

72

0

72

~~(1)~~
(1)   Reported fair value represents all MSRs for loans serviced by the Company, regardless of carrying amount.

26
Table of Contents

December 31, 2021

Fair

Fair

Fair

Fair

December 31, 2022

Fair

Fair

Fair

Fair

Carrying

Value

Value

Value

Value

Carrying

Value

Value

Value

Value

Amount

Level 1

Level 2

Level 3

Total

Amount

Level 1

Level 2

Level 3

Total

(Dollars in Thousands)

(Dollars in Thousands)

Financial assets:

Cash and cash equivalents

$ 110,359

$ 110,359

$ 0

$ 0

$ 110,359

$ 71,140

$ 71,140

$ 0

$ 0

$ 71,140

Debt securities AFS

182,342

32,041

150,301

0

182,342

192,918

38,232

154,686

0

192,918

Restricted equity securities

1,434

0

1,434

0

1,434

1,412

0

1,412

0

1,412

Loans and loans held-for-sale, net of ALL

Loans and loans held-for-sale, net of ACL

Commercial & industrial

119,382

0

0

120,146

120,146

111,792

0

0

109,534

109,534

Purchased

7,476

0

0

7,119

7,119

Commercial real estate

296,528

0

29

297,339

297,368

351,738

0

29

340,254

340,283

Municipal

47,841

0

0

49,419

49,419

34,566

0

0

34,558

34,558

Residential real estate - 1st lien

180,271

0

149

180,302

180,451

197,281

0

65

180,879

180,944

Residential real estate - Jr lien

34,151

0

0

34,189

34,189

33,510

0

0

33,218

33,218

Consumer

4,406

0

0

4,436

4,436

3,970

0

0

3,949

3,949

MSRs (1)

898

0

995

0

995

863

0

1,287

0

1,287

Accrued interest receivable

2,401

0

2,401

0

2,401

3,214

0

3,214

0

3,214

Financial liabilities:

Deposits

Other deposits

879,151

0

879,545

0

879,545

922,723

0

918,882

0

918,882

Brokered deposits

249

0

246

0

246

249

0

225

0

225

Long-term borrowings

1,300

0

1,179

0

1,179

1,300

0

1,025

0

1,025

Repurchase agreements

32,610

0

32,610

0

32,610

33,078

0

33,078

0

33,078

Operating lease obligations

864

0

864

0

864

658

0

658

0

658

Finance lease obligations

3,858

0

3,858

0

3,858

3,645

0

3,645

0

3,645

Subordinated debentures

12,887

0

12,868

0

12,868

12,887

0

12,740

0

12,740

Accrued interest payable

59

0

59

0

59

74

0

74

0

74

~~(1)~~
(1)   Reported fair value represents all MSRs for loans serviced by the Company, regardless of carrying amount.

Note 8. Loan Servicing

The following table shows the changes in the carrying amount of the MSRs, included in other assets in the consolidated balance sheets, for the periods indicated:

Three Months Ended

Year Ended

Three Months Ended

Year Ended

March 31, 2022

December 31, 2021

March 31,
2023

December 31,
2022

Balance at beginning of year

$ 897,720

$ 922,146

$ 862,593

$ 897,720

MSRs capitalized

45,304

147,328

15,814

120,629

MSRs amortized

(42,930 )

(225,404 )

(39,184 )

(155,756 )
Change in valuation allowance

0

53,650

0

0

Balance at end of period

$ 900,094

$ 897,720

$ 839,223

$ 862,593

Note 9. Legal Proceedings

In the normal course of business, the Company is involved in litigation that is considered incidental to its business. Management does not expect that any such litigation will be material to the ~~Company’s~~Company's consolidated financial condition or results of operations.

Note 10. Subsequent Events

The Company has evaluated events and transactions through the date that the financial statements were issued for potential recognition or disclosure in these financial statements, as required by GAAP. On March ~~16, 2022,~~15, 2023, the Company’s Board declared a cash dividend of $0.23 per common share, payable May 1, ~~2022~~2023 to shareholders of record as of April 15, ~~2022.~~2023. This dividend has been recorded in the Company’s consolidated financial statements as of the declaration date, including shares issuable under the DRIP.

27
Table of Contents

ITEM 2. ~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations

~~MANAGEMENT’S~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Period Ended March 31, ~~2022~~2023

The following discussion analyzes the consolidated financial condition of Community Bancorp. and its wholly-owned subsidiary, Community National Bank, as of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, and its consolidated results of operations for the ~~three-month~~three--month interim period and one year period presented. The Company is considered a “smaller reporting company” and a “non-accelerated filer” under the disclosure rules of the SEC. Accordingly, the Company has elected to provide its audited statements of income, comprehensive income, cash flows and changes in shareholders’ equity for a two year, rather than a three year, period and intends to provide smaller reporting company scaled disclosures where management deems it appropriate.

The following discussion should be read in conjunction with the Company’s audited consolidated financial statements and related notes contained in its ~~2021~~2022 Annual Report on Form 10-K filed with the SEC. Please refer to Note 1 in the accompanying audited consolidated financial statements for a listing of acronyms and defined terms used throughout the following discussion.

FORWARD-LOOKING STATEMENTS

This ~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, regarding the results of operations, financial condition and business of the Company and its subsidiary. Words used in the discussion below such as ~~“believes,” “expects,” “anticipates,” “intends,” “estimates,”~~"believes," "expects," "anticipates," "intends," "estimates," “projects”, ~~“plans,”~~"plans," “assumes”, ~~“predicts,”~~"predicts," “may”, “might”, “will”, “could”, “should” and similar expressions, indicate that management of the Company is making forward-looking statements.

Forward-looking statements are not guarantees of future performance. They necessarily involve risks, uncertainties and assumptions. Examples of forward looking statements included in this discussion include, but are not limited to, statements regarding the ~~potential effects of the COVID-19 pandemic on our business, financial condition, results of operations and prospects; the~~ estimated contingent liability related to assumptions made within the asset/liability management process; ~~management’s~~management's expectations as to the future interest rate environment and the ~~Company’s~~Company's related liquidity level; credit risk expectations relating to the ~~Company’s~~Company's loan ~~portfolio;~~portfolio and ~~management’s~~off-balance sheet commitments; and management's general outlook for the future performance of the Company orand the local or national economy. Although forward-looking statements are based on ~~management’s~~management's expectations and estimates as of the date they are made, many of the factors that could influence or determine actual results are unpredictable and not within the ~~Company’s~~Company's control.

Factors that may cause actual results to differ materially from those contemplated by these forward-looking statements include, among others, the following possibilities:

·
interest rates change in such a way as to negatively affect loan demand, the local economy or the Company's net income, asset valuations or margins;
·
general economic or business conditions, either nationally, regionally or locally, deteriorate, resulting in a decline in credit quality or a diminished demand for the ~~Company’s~~Company's products and services;

·
~~competitive pressures increase among financial service providers in~~the impact of inflation and slowing economic growth on the Company’s ~~northern New England market area or in the~~customers and on its financial ~~services industry generally, including competitive pressures from non-bank financial service providers, from increasing consolidation~~results and ~~integration of financial service providers, and from changes in technology and delivery systems;~~performance;

·
changes in the United States monetary and fiscal policies, including the interest ~~rates change in such a way as to negatively affect~~rate policies of the ~~Company’s net income, asset valuations or margins;~~FRB and its regulation of the money supply;

·
changes in applicable accounting policies, practices and standards;
·
the geographic concentration of the Company’s loan portfolio and deposit base;
·
the planned phase out of three month LIBOR by June 30, 2023, which could adversely affect the Company’s interest costs in future periods on its $12,887,000 in principal amount of Junior Subordinated Debentures due December 12, 2037, which currently bear interest at a variable rate, adjusted quarterly, equal to 3-month LIBOR, plus 2.85%;
·
reductions in deposit levels, which necessitate increased borrowings to fund loans and sale of investment securities;
·
increases in the level of nonperforming assets and charge-offs;
·
changes in federal or state tax laws or policy;
·
changes in laws or government rules, including the rules of the federal Consumer Financial Protection Bureau, or the way in which courts or government agencies interpret or implement those laws or rules, increase our costs of doing business, causing us to limit or change our product offerings or pricing, or otherwise adversely affect the ~~Company’s~~Company's business;
·
~~changes in federal or state tax laws or policy;~~
·
~~changes in the level of nonperforming assets and charge-offs;~~
·
changes in applicable accounting policies, practices and standards, including, without limitation, implementation of pending changes to the measurement of credit losses in financial statements under U.S. GAAP pursuant to the CECL model;
·
~~changes in consumer and business spending, borrowing and savings habits;~~
·
~~reductions in deposit levels, which necessitate increased borrowings to fund loans and investments;~~
·
~~the geographic concentration of the Company’s loan portfolio and deposit base;~~
·
~~losses due to the fraudulent or negligent conduct of third parties, including the Company’s service providers, customers and employees;~~

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·
regulatory responses to recent high profile bank failures increase our costs of operation, including through regulatory compliance changes and higher FDIC deposit insurance assessments to replenish the Bank Insurance Fund (BIF);
·
competitive pressures increase among financial service providers in the Company's northern New England market area or in the financial services industry generally, including competitive pressures from non-bank financial service providers, from increasing consolidation and integration of financial service providers, and from changes in technology and delivery systems;

·
cybersecurity risks could adversely affect the Company’s business, financial performance or reputation and could result in financial liability for losses incurred by customers or others due to data breaches or other compromise of the Company’s information security systems;

·
higher-than-expected costs are incurred relating to information technology or difficulties arise in implementing technological enhancements;

·
management’s risk management measures may not be completely effective;

·
changes in ~~the United States monetary~~consumer and ~~fiscal policies, including the interest rate policies of the FRB~~business spending, borrowing and ~~its regulation of the money supply;~~
·
~~adverse changes in the credit rating of U.S. government debt;~~
·
the planned phase out of three month LIBOR by June 30, 2023, which could adversely affect the Company’s interest costs in future periods on its $12,887,000 in principal amount of Junior Subordinated Debentures due December 12, 2037, which currently bear interest at a variable rate, adjusted quarterly, equal to 3-month LIBOR, plus 2.85%;
·
continuing the effects of COVID-19 and emerging variants of the virus on our Company, the communities where we have branches and loan production offices, the State of Vermont and the national and global economies and overall stability of the financial markets;
·
~~the continuing effects of government and regulatory responses to the COVID-19 pandemic;~~savings habits;

·
operational and internal system failures due to changes in normal business practices, including remote working for Company staff;

·
increased cybercrime and payment system risk due to ~~increase~~increased usage by customers of online, mobile and other remote banking channels;
·
~~the impact of inflation on the Company’s customers and on its financial results and performance; and~~

·
the ongoing challenges to find qualified workers to maintain a stable ~~workforce.~~workforce;
·
losses due to the fraudulent or negligent conduct of third parties, including the Company’s service providers, customers and employees; and
·
adverse changes in the credit rating of U.S. government debt.

Readers are cautioned not to place undue reliance on such statements as they speak only as of the date they are made. The Company does not undertake, and disclaims any obligation, to revise or update any forward-looking statements to reflect the occurrence or anticipated occurrence of events or circumstances after the date of this Report, except as required by applicable law. The Company claims the protection of the safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995.

NON-GAAP FINANCIAL MEASURES

Under SEC Regulation G, public companies making disclosures containing financial measures that are not in accordance with GAAP must also disclose, along with each non-GAAP financial measure, certain additional information, including a reconciliation of the non-GAAP financial measure to the closest comparable GAAP financial measure, as well as a statement of the company’s reasons for utilizing the non-GAAP financial measure. The SEC has exempted from the definition of non-GAAP financial measures certain commonly used financial measures that are not based on GAAP. However, three non-GAAP financial measures commonly used by financial institutions, namely tax-equivalent net interest income and tax-equivalent net interest margin (as presented in the tables in the section labeled Interest Income Versus Interest Expense (NII)) and core earnings (as defined and discussed in the Results of Operations section), have not been specifically exempted by the SEC, and may therefore constitute non-GAAP financial measures under Regulation G. We are unable to state with certainty whether the SEC would regard those measures as subject to Regulation G.

Management believes that these non-GAAP financial measures are useful in evaluating the Company’s financial performance and facilitate comparisons with the performance of other financial institutions. However, that information should be considered supplemental in nature and not as a substitute for related financial information prepared in accordance with GAAP.

OVERVIEW

The Company’s consolidated assets on March 31, ~~2022~~2023 were ~~$1,005,190,870~~$1.03 billion compared to ~~$1,019,105,799~~$1.06 billion at December 31, ~~2021,~~2022, a decrease of ~~1.4%~~2.4%. Significant changes in the asset base were due to a decrease of ~~$25.9~~$33.5 million, or ~~23.5%~~47.1%, in cash and cash equivalents, which was partially offset by an increase in net loans of ~~$6.4~~$9.5 million, or ~~0.9%, and an increase in~~1.3%. This demonstrates the ~~available for sale investment portfolio of $3.4 million. The decrease in~~Company’s efforts to deploy cash ~~also reflects deposit runoff, primarily in business and municipal accounts, in the first quarter.~~into higher earning assets. The increase in the loan portfolio was primarily attributable to an increase of ~~$7.8~~$5.9 million in commercial & industrial loans, ~~and $6.1~~$5.23 million in CRE loans and $1.8 million in municipal loans, which was partially offset by a ~~$7.0~~decrease of $1.9 million ~~decrease~~ in ~~PPP loan balances.~~residential junior lien loans and $0.8 million in purchased BHG loans.

Total deposits on March 31, ~~2022~~2023 were ~~$877,300,445~~$888.5 million compared to ~~$879,399,953~~$923.0 million on December 31, ~~2021,~~2022, a decrease of ~~$2.1~~$34.4 million, or ~~0.2%, reflecting the combined effect~~3.7% and an increase of ~~decreases in core deposits (demand deposit accounts, non-interest bearing) of $5.8~~$11.2 million, or ~~2.8%~~1.28%, compared to March 31, 2022. Year to date, demand and ~~a decrease in~~ interest-bearing transaction accounts ~~of $7.1~~decreased in total by $29.9 million or ~~2.7%~~5.9%, ~~partially~~followed by a decrease of $7.6 million, or 5.4% in money market funds. This was offset minimally by an increase ~~in money market funds totaling $1.0~~of $3.6 million, or ~~0.8%, and an~~3.6% in time deposits. An increase ~~in savings accounts~~ of ~~$9.6~~$5.0 million, or ~~5.7%.~~15.1%, in repurchase agreements is also noted since year end and $9.3 million, or 32.4%, since March 31, 2022. A decline in deposits in the first quarter is a normal occurrence for the Company primarily due to normal seasonal outflows. Pricing pressures as depositors look for alternative products with higher interest rates in the current rate environment has resulted in deposit outflows as well.

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Table of Contents

Consolidated net income for the first three months of 2022 decreased $620,159, or 20.5% compared to the same period in 2021. A $927,248 decrease in the amortization of PPP loan processing fees from the SBA was partially offset by an increase of $407,954 in investment income from the Company’s debt securities portfolio and adjustments to interest income totaling $177,000, which is primarily from loans coming out of non-accrual status. Also contributing to the offset was a decrease of $54,257 in interest expense on savings and money market deposits, and a decrease of $103,849 in interest expense from time deposits. These changes and other significant changes are discussed in the appropriate income sections of this MD&A.
Total interest income ~~decreased $365,364,~~increased $2.5 million, or 4.2%, year over year, due to the changes discussed in the previous paragraph related to PPP loan processing fees and investment and loan income. The investment portfolio has increased considerably year over year accounting for the increase in investment income. The amortization of the SBA PPP fees was $295,769 for the first three months of 2022, compared to $1.2 million for the same period in 2021. Those processing fees represented 73.2% and 92.9%, respectively, of the total of fees on loans of $404,326 for the first three months of 2022, and $1.3 million for the first three months of 2021.
~~Total interest expense decreased $161,106, or 18.9%~~30.5%, for the first three months of ~~2022~~2023 compared to the same period in ~~2021. A decrease~~2022. The increase in ~~time deposits year over year is a contributing factor to~~ the ~~decrease~~loan portfolio, coupled with the increases in ~~interest expense, as well as~~ the ~~prolonged low interest~~fed funds rate ~~environment that prevailed~~ throughout ~~2021~~2022 and ~~most of~~in the first quarter of 2023 help to support the year over year increase in interest income.
Total interest expense increased $1.6 million, or 224.1%, for the first three months of 2023 compared to the same period in 2022. The recent increases in the fed funds rate have put more pressure on competitive deposit pricing, resulting in an increase in the Company’s money market and time deposit rates. Please refer to the interest rate sensitivity discussion in the Interest Rate Risk and Asset and Liability Management section for more information on the impact that the actions of the FRB’s FOMC in regulating interest rates, and changes in the yield curve, could have on net interest income.

The provision for ~~loan~~credit losses for the quarter ended March 31, 2023 was determined under ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, commonly referenced as the Current Expected Credit Losses, or CECL, which the Company adopted effective January 1, 2023.
The provision for credit losses for the first ~~quarter~~three months of ~~2022~~2023 was ~~$862,500~~$286,526 compared to ~~$267,497~~$862,500 for the same ~~quarter~~period in 2022, a decrease of ~~2021, resulting in an increase of $595,003,~~$575,974, or ~~222.4%, between periods.~~66.8%. This ~~increase~~decrease to the provision was driven primarily by a write-down on a non-performing CRE loan totaling $667,474 during March 2022. Please refer to Note 5 of the ~~ALL~~unaudited consolidated financial statements as well as the ACL and provisions discussion in the Credit Risk section of this MD&A.
Consolidated net income for ~~more information.~~the first three months of 2023 increased $933,219 to $3.3 million compared to $2.4 million in the same period of 2022. Year over year, a $2.5 million increase in interest income was offset in part by an increase of $1.6 million in interest expense, but a decrease of $575,974 in the provision for credit losses between periods resulted in an increase of $1.6 million in net interest income after provision for credit losses. These changes, along with other significant changes in non-interest income and non-interest expense are discussed in the appropriate sections of this MD&A.

Equity capital ~~decreased~~increased to ~~$77.4~~$79.7 million, with a book value per share of ~~$14.08~~$14.33 as of March 31, ~~2022,~~2023, compared to ~~equity capital of $84.8~~$75.2 million and a book value of ~~$15.48~~$13.55 as of December 31, ~~2021.~~2022. This ~~decrease~~increase in equity capital is ~~directly~~partially related to the ~~increase~~decrease of unrealized losses in the investment portfolio ~~reflecting rising bond rates, which resulted in an increase~~ of ~~$8,744,637,~~$2.7 million, net of tax, in ~~the~~ accumulated other comprehensive loss in the shareholders’ equity portion of the balance sheet. This position is considered by management as temporary and does not impact the Company’s regulatory capital ratios.

On March ~~16, 2022,~~15, 2023, the ~~Company’s~~Company's Board of Directors declared a quarterly cash dividend of $0.23 per common share, payable on May 1, ~~2022~~2023 to shareholders of record on April 15, ~~2022.~~2023.

As of March 31, ~~2022,~~2023, all of the Company’s capital ratios, and those of our subsidiary Bank, were in excess of applicable regulatory requirements. While we believe that we have sufficient capital to withstand an economic downturn from any headwinds related to inflation or recessionary periods, should one occur, our equity capital and regulatory capital ratios could be adversely impacted, including as a result of credit losses and other adverse impacts of the pandemic, deteriorating economic conditions, or government monetary policy.

CRITICAL ACCOUNTING POLICIES

The Company’s consolidated financial statements are prepared according to U.S. GAAP. The preparation of such financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities in the consolidated financial statements and related notes. The SEC has defined a company’s critical accounting policies as those that are most important to the portrayal of the Company’s financial condition and results of operations, and which require the Company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Because of the significance of these estimates and assumptions, there is a high likelihood that materially different amounts would be reported for the Company under different conditions or using different assumptions or estimates. Management evaluates on an ongoing basis its judgment as to which policies are considered to be ~~critical.~~critical, and communicates all evaluations with the Company’s Audit Committee.

The Company’s critical accounting policies govern:

·
the ~~ALL;~~ACL;
·
OREO;
·
~~OTTI of~~credit losses on debt securities;
·
valuation of residential MSRs; and
·
the carrying value of goodwill.

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These policies are described in the Company’s ~~2021~~2022 Annual Report on Form 10-K in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” and in Note 1 (Significant Accounting Policies) to the audited consolidated financial statements. ~~There~~With the exception of the ACL policy, there were no material changes during the first three months of ~~2022~~2023 in the Company’s critical accounting policies.

30
ACL - Management believes that the calculation of the ACL is a critical accounting policy that requires the most significant judgments and estimates used in the preparation of its consolidated financial statements. In estimating the ACL, management has adopted a methodology consistent with ASU No. 2016-13 that requires that expected credit losses for financial assets held at the reporting date that are accounted for at amortized cost be measured and recognized based on historical experience and current and reasonably supportable forecasted conditions to reflect the full amount of expected credit losses over the life of the loans at the measurement date. Further consideration is given to qualitative factors, including changes in current economic indicators and their probable impact on borrowers and collateral, trends in delinquent and non-performing loans, trends in criticized and classified assets, levels of exceptions, the impact of competition in the market, concentrations of credit risk in a variety of areas, including portfolio product mix, the level of loans to individual borrowers and their related interests, loans to industry segments and the geographic distribution of CRE loans. Management’s estimates used in calculating the ACL may increase or decrease based on changes in these factors, which in turn will affect the amount of the Company’s provision for credit losses charged against current period income. This evaluation is inherently subjective and actual results could differ significantly from these estimates under different assumptions, judgments or conditions.
A modified version of these requirements applies to debt securities classified as available for sale, which eliminates OTTI impairment analysis and requires that if a decline in the fair value of debt securities AFS are deemed by management to be the result of credit losses rather than other factors, the credit losses on those securities will be recorded through an allowance for credit losses rather than a write-down of the security. The Company’s securities portfolio is evaluated for impairment on a quarterly basis.
~~Table of Contents~~

RESULTS OF OPERATIONS

~~Net~~The Company’s net income for the first three months of ~~2022~~2023 was ~~$2,405,542~~$3.3 million or ~~$0.44~~$0.61 per common share, compared to ~~$3,025,701~~$2.4 million or ~~$0.57~~$0.44 per common share for the same period of ~~2021.~~2022. Core earnings (NII) were $8.5 million for the first three months of ~~2022 were $7.6 million~~2023 compared to ~~$7.8~~$7.6 million for the same period in ~~2021. As noted~~2022. Interest and fees on loans, the major component of interest income, increased $1.9 million, or 25.2% for the first three months of 2023 compared to the same period in the Overview, the decrease year over year is attributable to a decrease in the amortization of fees from administering PPP loans. Over the past year, the portfolio of PPP loans has decreased, as these loans are forgiven and paid in full by the SBA. The PPP loan portfolio balance decreased from $92.6 million at the end of February 2021 to $12.2 million at December 31, 2021 and then to $5.1 million as of March 31, 2022. ~~As these loans are paid in full, the unamortized fees are taken to income, resulting in a decrease in income year over year.~~ Interest paid on deposits, which is the major component of total interest expense, ~~decreased $153,284,~~increased $1.3 million, or ~~21.7%~~234.2%, year over year, driven primarily by the increases in the fed funds rate during 2022 ~~driven in part by a decrease in time deposits.~~and the first quarter of 2023.

Return on average assets, which is net income divided by average total assets, measures how effectively a corporation uses its assets to produce earnings. Return on average equity, which is net income divided by average ~~shareholders’~~shareholders' equity, measures how effectively a corporation uses its equity capital to produce earnings.

The following tables show these ratios annualized, as well as other equity ratios monitored by management, for the comparison periods presented.

Three Months Ended March 31

Three Months Ended March 31,

2023

2022

2022

2021

Return on average assets

0.97 %

1.33 %

1.31 %

0.97 %
Return on average equity

11.76 %

15.75 %

17.57 %

11.76 %
Dividend payout ratio (1)

52.27 %

38.60 %

37.70 %

52.27 %
Average equity to average assets

8.24 %

8.48 %

7.47 %

8.24 %

~~(1)~~
(1)   Dividends declared per common share divided by earnings per common share.

INTEREST INCOME VERSUS INTEREST EXPENSE (NET INTEREST INCOME)

The largest component of the Company’s operating income is NII, which is the difference between interest earned on loans and investments and the interest paid on deposits and other sources of funds (i.e., borrowings). The Company’s level of net interest income can fluctuate over time due to changes in the level and mix of earning assets and sources of funds (volume), and changes in the yield earned and costs of funds (rate). A portion of the Company’s income from loans to local municipalities is not subject to income taxes. Because the proportion of tax-exempt items in the ~~Company’s~~Company's balance sheet varies from year-to-year, to improve comparability of information, the non-taxable income shown in the tables below has been converted to a tax equivalent basis. The Company’s corporate tax rate is 21%; therefore, to equalize tax-free and taxable income in the comparison, we divide the tax-free income by 79%, with the result that every tax-free dollar is equivalent to $1.27 in taxable income for the periods presented.

The Company’s tax-exempt interest income of ~~$236,043~~$291,954 and ~~$258,761~~$224,094 for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively, was derived from loans to local municipalities of ~~$48.7~~$36.5 million and ~~$52.2~~$48.7 million, and tax-exempt municipal investments of ~~$2.2~~$11.6 million and ~~$0,~~$4.3 million, at March 31, ~~2022~~2023 and ~~2021,~~2022, respectively.

The following tables show the reconciliation between reported NII and tax equivalent NII for the comparison periods presented.

Three Months Ended March 31,

2022

2021

Three Months Ended March 31,

2023

2022

Net interest income as presented

$ 7,558,230

$ 7,762,488

$ 8,523,365

$ 7,558,230

Effect of tax-exempt income

62,745

68,785

77,608

62,745

Net interest income, tax equivalent

$ 7,620,975

$ 7,831,273

$ 8,600,973

$ 7,620,975

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Table of Contents

The following tables present the daily average interest-earning assets and the daily average interest-bearing liabilities supporting earning assets for the respective comparison periods. Interest income (excluding interest on non-accrual loans) is expressed on a tax equivalent basis, both in dollars and as a ~~rate/yield~~yield/rate for the comparison periods presented. Net interest income, net interest spread and net interest margin are also expressed on a tax equivalent basis.

Three Months Ended March 31,

Three Months Ended March 31,

2022

2021

2023

2022

Average

Average

Average

Average

Average

Income/

Rate/

Average

Income/

Rate/

Average

Income/

Yield/

Average

Income/

Yield/

Balance

Expense

Yield

Balance

Expense

Yield

Balance

Expense

Rate

Balance

Expense

Rate

Interest-Earning Assets

Loans (1)

$ 693,001,033

$ 7,547,035

4.42 %

$ 720,584,311

$ 8,322,081

4.68 %
Average Assets

Loans, net (1)

$ 746,342,447

$ 9,429,534

5.12 %

$ 685,633,810

$ 7,547,035

4.46 %
Taxable investment securities

185,794,633

656,277

1.43 %

71,633,125

265,112

1.50 %

181,762,470

943,478

2.11 %

185,794,633

656,277

1.43 %
Tax-exempt investment securities

2,232,280

13,859

2.52 %

0

0

0.00 %

11,458,866

114,757

4.06 %

2,232,280

13,859

2.52 %
Sweep and interest-earning accounts

69,778,429

80,660

0.47 %

79,995,338

87,883

0.45 %

30,469,901

329,411

4.38 %

69,778,429

80,660

0.47 %
Other investments (2)

1,779,400

16,460

3.75 %

1,833,550

10,619

2.35 %

1,778,480

30,653

6.99 %

1,779,400

16,460

3.75 %
Total

$ 952,585,775

$ 8,314,291

3.54 %

$ 874,046,324

$ 8,685,695

4.03 %
Total interest-earning assets

971,812,164

$ 10,847,833

4.53 %

945,218,552

$ 8,314,291

3.57 %
Cash and due from banks

10,034,768

18,567,180

Premises and equipment

12,992,588

13,663,867

BOLI

5,160,130

5,080,119

Goodwill

11,574,269

11,574,269

Other assets

18,678,923

12,307,610

Total assets

$ 1,030,252,842

$ 1,006,411,597

Interest-Bearing Liabilities

Average Liabilities and Shareholders' Equity

Interest-bearing transaction accounts

$ 258,739,985

$ 160,078

0.25 %

$ 214,680,380

$ 146,518

0.28 %

$ 279,908,863

$ 964,867

1.40 %

$ 258,739,985

$ 160,078

0.25 %
Money market funds

130,743,524

127,680

0.40 %

120,918,163

168,105

0.56 %

135,616,740

513,675

1.54 %

130,743,524

127,680

0.40 %
Savings deposits

173,158,450

23,440

0.05 %

144,612,956

37,273

0.10 %

171,177,131

30,996

0.07 %

173,158,450

23,440

0.05 %
Time deposits

106,635,720

240,761

0.92 %

111,327,106

353,348

1.29 %

102,310,661

335,209

1.33 %

106,635,720

240,761

0.92 %
Borrowed funds

1,301,144

2

0.00 %

2,530,789

12

0.00 %

1,611,144

3,781

0.95 %

1,301,144

2

0.00 %
Repurchase agreements

28,847,413

21,040

0.30 %

37,312,342

35,442

0.39 %

36,136,359

132,128

1.48 %

28,847,413

21,040

0.30 %
Finance lease obligations

3,823,091

21,963

2.30 %

1,679,688

14,929

3.56 %

3,608,925

20,739

2.30 %

3,823,091

21,963

2.30 %
Junior subordinated debentures

12,887,000

98,352

3.10 %

12,887,000

98,795

3.11 %

12,887,000

245,465

7.72 %

12,887,000

98,352

3.10 %
Total

$ 716,136,327

$ 693,316

0.39 %

$ 645,948,424

$ 854,422

0.54 %
Total interest-bearing liabilities

743,256,823

$ 2,246,860

1.23 %

716,136,327

$ 693,316

0.39 %
Noninterest bearing deposits

203,297,212

203,509,006

Other liabilities

6,647,483

3,380,650

Total liabilities

953,201,518

923,025,983

Shareholders' equity

77,051,324

83,385,614

Total liabilities and shareholders' equity

$ 1,030,252,842

$ 1,006,411,597

Net interest income

$ 7,620,975

$ 7,831,273

$ 8,600,973

$ 7,620,975

Net interest spread (3)

3.15 %

3.49 %

3.30 %

3.18 %
Net interest margin (4)

3.24 %

3.63 %

3.59 %

3.27 %

(1)
Included in ~~gross~~net loans are non-accrual loans with average balances of ~~$5,736,827~~$8,220,394 and ~~$4,087,346~~$5,736,827 for the three months ended March 31 ~~2022~~2023 and ~~2021,~~2022, respectively. Loans are stated ~~before deduction~~net of unearned discount and ~~ALL, less~~ACL, and include loans held-for-sale and ~~include~~ tax-exempt loans to local municipalities with average balances of ~~$49,022,025~~$35,177,595 and ~~$52,232,117~~$49,022,025 for the three months ended March 31 ~~2022~~2023 and ~~2021,~~2022, respectively.

(2)
Included in other investments is the Company’s FHLBB Stock with average balances of ~~$714,250~~$713,330 and ~~$768,400,~~$714,250, respectively, with a dividend rate of approximately ~~2.66%~~6.67% and ~~1.54%~~2.66%, respectively, for the three months ended March 31 ~~2022~~2023 and ~~2021,~~2022, respectively.

(3)
Net interest spread is the difference between the average yield on average interest-earning assets and the average rate paid on average interest-bearing liabilities.

(4)
Net interest margin is net interest income divided by average earning assets.

The average volume of interest-earning assets for the three-month period ended March 31, 2022 increased 9.0% compared to the three-month period ended March 31, 2021. The average yield on interest-earning assets decreased 49 basis points for 2022 versus 2021.
The average volume of loans decreased 3.8% for the first three months of 2022 versus the same period in 2021, and the average yield on loans decreased 26 basis points to 4.42% for 2022 compared to 4.68% for 2021. The decrease in the yield in 2022 was due primarily to the decrease in PPP fees year over year as discussed in the Overview. The decrease in the average volume of loans is attributable to the forgiveness and payoff of PPP loans by the SBA between periods. Interest earned on the loan portfolio as a percentage of total interest income decreased to 90.8% for the first three months of 2022, compared to 95.8% for the same period in 2021.

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Table of Contents

The average volume of ~~the taxable investment portfolio (classified as AFS) increased 159.4%~~interest-earning assets for the three-month period ended March 31, ~~2022~~2023 increased 2.8% compared to the same period last year, while the average yield ~~decreased seven basis points.~~ on interest-earning assets increased 96 bps.
The ~~increase in~~ average volume ~~is due primarily~~of loans increased 8.9% over the three-month comparison period of 2023 versus 2022, and the average yield on loans increased 66 bps. Loans accounted for 76.8% of the average interest-earning asset portfolio for the three-month period ended March 31, 2023 compared to ~~management’s effort~~72.5% for the same period last year. Interest earned on the loan portfolio as a percentage of total interest income was 86.9% for the first three months of 2023 compared to ~~continue to grow~~90.8% for the same period in 2022.
The average volume of the taxable investment portfolio ~~incrementally~~(classified as AFS) decreased 2.2% during the ~~balance sheet grows in order~~three-month period ended March 31, 2023, compared to ~~provide additional liquidity~~the same period last year, and ~~pledge quality assets.~~the average yield increased 68 bps between periods.

The average volume of the tax-exempt investment portfolio (classified as AFS) increased $9.2 million, or 5.0% for the three-month period ended March 31, ~~2022 was $2.2 million, with a~~2023 and the tax equivalent yield ~~of 2.52%.~~increased 154 bps between periods. The Company began investing in these tax-exempt bonds during December ~~2021.~~2021, and currently carries an average volume of $11.5 million as of March 31, 2023.

The average volume of sweep and interest-earning accounts, which consists primarily of an interest-bearing account at the FRBB, decreased ~~12.8%~~56.3% for the three-month comparison period ended March 31, ~~2022~~2023 compared to the same period in ~~2021. This~~2022. The decrease in average volume is attributable to ~~a need to fund investment~~the funding of investments in 2022 and loan growth throughout 2022 and ~~also to a decrease in customer deposit accounts.~~into 2023. The average yield on these funds increased ~~two basis points during~~391 bps for the ~~first three months of 2022~~three-month period ended March 31, 2023 versus the same period in ~~2021.~~2022.

The average volume of interest-bearing liabilities for the three-month period ended March 31, ~~2022~~2023 increased ~~10.9%~~3.8%, compared to the same period in ~~2021. The~~2022, and the average rate paid on interest-bearing liabilities decreased 15 basis points during 2022 compared to 2021. Although year to date volume shows an overall decrease in deposit accounts, most of the funds deposited through PPP loan proceeds and stimulus funds remained on deposit throughout 2021.increased 84 bps.

The average volume of interest-bearing transaction accounts increased ~~20.5% during~~8.2% for the three-month period ended March 31, ~~2022~~2023 compared to the same period of ~~2021, reflecting strong deposit growth throughout 2021. The~~2022 and the average rate paid on these accounts ~~decreased three basis points~~increased 115 bps between comparison periods. Interest paid on interest-bearing transaction accounts as a percentage of total interest expense was 42.9% for the three-month period ended March 31, 2023, compared to 23.1% for the same comparison period in 2022.

The average volume of money market accounts increased ~~8.1% during~~3.7% for the three-month period ended March 31, ~~2022~~2023 compared to the same period of ~~2021, while~~2022, and the average rate paid on these deposits ~~decreased 16 basis points.~~increased 114 bps.

The average volume of savings accounts ~~increased 19.7%~~decreased 1.1% for the three-month period ended March 31, ~~2022~~2023 compared to the same period in ~~2021,~~2022, while the average rate paid on these accounts ~~decreased five basis points.~~increased two bps year over year.

The average volume of time deposits decreased ~~4.2% during~~4.1% for the three-month period ended March 31, ~~2022~~2023 compared to the same period in ~~2021, and~~2022, while the average rate paid decreased 37 basis points. Interest paid on time deposits as a percentage of total interest expense was 34.7% and 41.4%, respectively for the three-month periods ended March 31, 2022 and 2021. The decrease inincreased 41 bps. Historically, the average volume of time deposits ~~between periods reflects the maturity of~~included brokered deposits, ~~in January and April~~which provided an alternate source of ~~2021 that had not been replaced~~funding, but as ~~of March 31, 2022.~~the Company’s retail deposits increased over the last two years, the need for these funds diminished. Management still considers the brokered deposit market to be a beneficial source of funding in appropriate circumstances to help smooth out the fluctuations in core deposit balances without the need to disrupt deposit pricing in the Company’s local markets. These funds can be obtained relatively quickly on an as-needed basis, making them a valuable alternative to traditional term borrowings from the FHLBB. Refer to the “Liquidity and Capital Resources” section for more discussion on this topic.

The average volume of borrowed funds ~~decreased $1.2 million, or 48.6%~~increased 23.8% for the three-month period ended March 31, ~~2022~~2023 compared to the same period in ~~2021 and, for both periods,~~2022. In 2022, borrowed funds consisted of only JNE funds at zero percent ~~interest.~~interest, however, during the first three months of 2023, as the Company’s balance at FRBB decreased, the need for overnight borrowings increased for a short period of time in February.

The average volume of repurchase agreements ~~decreased 22.7%~~increased 25.3% for the three-month period ended March 31, ~~2022~~2023 compared to the same period in ~~2021~~2022 and the average rate paid ~~decreased nine basis points.~~increased 118 bps between comparison periods.

In summary, between the three-month periods ended March 31, ~~2022~~2023 and ~~2021,~~2022, the average yield on interest-earning assets ~~decreased 49 basis points~~increased 96 bps and the average rate paid on interest-bearing liabilities ~~decreased 15 basis points.~~increased 84 bps. Net interest spread ~~decreased 34 basis points~~increased 12 bps for the ~~three-month period~~first three months of ~~2022~~2023 versus ~~2021~~2022 and net interest margin ~~decreased 39 basis points~~increased 32 bps between ~~periods.~~periods, reflecting the rising interest rate environment.

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Table of Contents

The following table summarizes the variances in interest income and interest expense on a fully tax-equivalent basis for the interim periods presented for ~~2022~~2023 and ~~2021~~2022 resulting from volume changes in daily average assets and daily average liabilities and fluctuations in average rates earned and paid.

Three Months Ended March 31,

Three Months Ended March 31

Variance

Variance

Variance

Variance

Due to

Due to

Total

Due to

Due to

Total

Rate (1)

Volume (1)

Variance

Rate (1)

Volume (1)

Variance

Average Interest-Earning Assets

Loans

$ (474,426 )

$ (300,620 )

$ (775,046 )

$ 1,214,870

$ 667,629

$ 1,882,499

Taxable investment securities

(31,076 )

422,241

391,165

308,179

(20,978 )

287,201

Tax-exempt investment securities

13,859

0

13,859

43,567

57,331

100,898

Sweep and interest-earning accounts

4,617

(11,840 )

(7,223 )

673,283

(424,532 )

248,751

Other investments

6,342

(501 )

5,841

14,209

(16 )

14,193

Total

$ (480,684 )

$ 109,280

$ (371,404 )

$ 2,254,108

$ 279,434

$ 2,533,542

Average Interest-Bearing Liabilities

Interest-bearing transaction accounts

$ (16,859 )

$ 30,419

$ 13,560

$ 791,740

$ 13,049

$ 804,789

Money market funds

(53,992 )

13,567

(40,425 )

381,189

4,806

385,995

Savings deposits

(20,872 )

7,039

(13,833 )

7,898

(342 )

7,556

Time deposits

(101,945 )

(10,642 )

(112,587 )

108,632

(14,184 )

94,448

Borrowed funds

(10 )

0

(10 )

3,779

0

3,779

Repurchase agreements

(8,140 )

(6,262 )

(14,402 )

105,696

5,392

111,088

Finance lease obligations

(11,781 )

18,815

7,034

(9 )

(1,215 )

(1,224 )
Junior subordinated debentures

(443 )

0

(443 )

147,113

0

147,113

Total

$ (214,042 )

$ 52,936

$ (161,106 )

$ 1,546,038

$ 7,506

$ 1,553,544

Changes in net interest income

$ (266,642 )

$ 56,344

$ (210,298 )

$ 708,070

$ 271,928

$ 979,998

(1)
Items which have shown a year-to-year increase in volume have variances allocated as follows:
Variance due to rate = Change in rate x new volume
Variance due to volume = Change in volume x old rate
Items which have shown a year-to-year decrease in volume have variances allocated as follows:
Variance due to rate = Change in rate x old volume
Variances due to volume = Change in volume x new rate

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Table of Contents

NON-INTEREST INCOME AND NON-INTEREST EXPENSE

Non-interest Income

The components of non-interest income for the periods presented were as follows:

Three Months Ended

Three Months Ended

March 31,

Change

March 31

Change

2022

2021

Income

Percent

2023

2022

Income

Percent

Service fees

$ 862,887

$ 788,623

$ 74,264

9.42 %

$ 880,288

$ 862,887

$ 17,401

2.02 %
Income from sold loans

203,842

185,006

18,836

10.18 %

107,535

203,842

(96,307 )

(47.25 %)
Other income from loans

271,260

183,274

87,986

48.01 %

428,572

271,260

157,312

57.99 %
Other income

Income from CFS Partners

225,870

306,986

(81,116 )

-26.42 %

252,051

225,870

26,181

11.59 %
Other miscellaneous income

122,570

108,342

14,228

13.13 %

90,331

122,570

(32,239 )

(26.30 %)
Total non-interest income

$ 1,686,429

$ 1,572,231

$ 114,198

7.26 %

$ 1,758,777

$ 1,686,429

$ 72,348

4.29 %

Total non-interest income increased ~~$114,198,~~$72,348, or ~~7.3%~~4.3%, for the first three months of ~~2022~~2023 compared to the same period in ~~2021,~~2022, with significant changes noted in the following:

·
The ~~increase~~decrease in ~~service fees~~income from sold loans is due primarily to a lower volume of loans sold into the secondary market during the ~~comparison period is mostly due to an increase in interchange income~~first three months of ~~$21,686, or 5% and overdraft charges of $53,280, or 29.3%, year over year.~~2023 versus 2022, as the rising interest rate environment has adversely affected residential mortgage lending activity.

·
~~The~~
An increase in CRE loan volume in 2023 resulted in a significant increase in documentation fees collected at origination as well as commercial rate lock fees collected, accounting for the increase in other income from ~~sold loans~~ ~~is due to a higher volume of~~ loans ~~sold into the secondary market during~~for the first three months of ~~2022~~2023 versus ~~2021.~~2022.

·
~~An increase~~
Income from CFS Partners increased between periods due in ~~CRE loan volume~~part to the late rebound of market prices during the latter part of the first quarter of 2023. CFS Partners has a small portion of its equity capital invested in ~~2022 resulted in~~the stock market, and as a ~~significant increase in documentation fees collected at origination, accounting for the increase in~~ ~~other income from loans~~ ~~when comparing the two periods.~~result is sensitive to general stock market conditions.

·
~~Income from CFS Partners~~ decreased between periods due in part to the impact of mark-to-market adjustments to CFS Partners equity portfolio during the first two months of 2022. The capital markets rebounded during March, but not enough to offset the decrease during the first two months.
·
Included in ~~Other~~other miscellaneous income for ~~the first three months of~~ 2022 is ~~income~~a one-time payment totaling $23,400 associated with a renegotiated contract with the Company’s check printing ~~vendor.~~vendor, accounting for a portion of the decrease for the first three months of 2023 versus 2022.

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Table of Contents

Non-interest Expense

The components of non-interest expense for the periods presented were as follows:

Three Months Ended

Three Months Ended

March 31,

Change

March 31

Change

2022

2021

Expense

Percent

2023

2022

Expense

Percent

Salaries and wages

$ 2,040,000

$ 1,975,003

$ 64,997

3.29 %

$ 2,288,760

$ 2,040,000

$ 248,760

12.19 %
Employee benefits

772,052

831,210

(59,158 )

-7.12 %

754,270

772,052

(17,782 )

(2.30 %)
Occupancy expenses, net

753,364

744,720

8,644

1.16 %

770,986

753,364

17,622

2.34 %
Other expenses

Directors Fees

143,857

129,104

14,753

11.43 %
Telephone expense

34,571

32,125

2,446

7.61 %
Service contracts - administrative

155,500

138,505

16,995

12.27 %
Audit fees

100,728

89,232

11,496

12.88 %

126,937

100,728

26,209

26.02 %
Consultant services

64,887

78,789

(13,902 )

-17.64 %
FDIC insurance

89,984

82,857

7,127

8.60 %

131,643

89,984

41,659

46.30 %
Collection & non-accruing loan expense

36,000

11,600

24,400

210.34 %

25,500

36,000

(10,500 )

(29.17 %)
ATM fees

140,890

128,946

11,944

9.26 %

160,826

140,890

19,936

14.15 %
Electronic banking expense

67,578

52,382

15,196

29.01 %
State deposit tax

240,478

206,933

33,545

16.21 %

256,872

240,478

16,394

6.82 %
Other miscellaneous expenses

969,199

1,002,150

(32,951 )

-3.29 %

1,208,408

1,141,587

66,821

5.85 %
Total non-interest expense

$ 5,453,588

$ 5,365,051

$ 88,537

1.65 %

$ 5,879,702

$ 5,453,588

$ 426,114

7.81 %

Total non-interest expense increased ~~$88,537,~~$426,114, or ~~1.7%,~~7.8% for the first three months of ~~2022~~2023 compared to the same period in ~~2021,~~2022, with significant changes noted in the following:

·
~~The~~
In addition to normal salary increases, the increase in salaries and wages year over year is ~~due~~attributable to ~~normal~~new hires in the area of commercial lending as well as the hiring of a new Executive Officer during the last quarter of 2022. Also contributing to the increase was a one-time salary ~~increases.~~adjustment in November of 2022 of $2,000 to all employees below vice president status that impacted the year over year comparison by $57,500.

·
The ~~decrease~~increase in ~~employee benefits~~service contracts - administrative ~~in was attributable~~is due to a ~~decrease~~combination of an increase in ~~health insurance claims year over year.~~pricing for contracts that transaction based and inflationary adjustment factors that are higher than historical increase adjustments.

·
The increase in ~~directors’~~audit fees ~~is attributable~~reflects increased audit services due to ~~a change~~additional audit requirements required by FDICIA due to the ~~Director’s fee schedule as well as an additional Director for 2022 whose quarterly compensation totaled $10,056.~~Company surpassing $1.0 billion asset size.

·
The Company increased the 2023 monthly accrual for ~~Telephone expense~~FDIC insurance ~~increased due to a one-time fee charged~~ in ~~February~~anticipation of an increase in the assessment multiplier, as announced by the FDIC in late 2022.

·
~~An increase was budgeted for~~
~~audit fees~~Collection & non-accruing loan expense ~~in anticipation of increased audit services~~is lower year over year due to a decrease of expenses associated with properties in the ~~Company surpassing the $1.0 billion asset size.~~Company’s non-accruing loan portfolio.

·
~~The decrease in~~
~~consultant services~~ATM fees ~~year over year is attributable in part to recruitment of a senior management position in 2021.~~are based on increased customer activity as well as annual contractual price adjustments.

·
~~FDIC insurance~~ ~~increased due primarily to an increase in assets as well as an increase in the assessment multiplier year over year.~~
·
~~Collection & non-accruing loan expense~~ ~~is higher year over year due to expenses associated with a commercial property in the Company’s non-accruing loan portfolio.~~
·
~~ATM fees~~ increased due to the ongoing cost to support the upgraded and enhanced technology utilized for deposit automation. The use of deposit automation replaces a manual process for required monitoring of cash deposits as well as providing fraud detection measures at ATMs.
·
State deposit tax increased year over year due primarily to the increase in ~~deposits throughout 2021.~~deposits. The calculation is based on an average of month-end deposit totals over a 12 month period.
·
~~The components of~~ ~~other miscellaneous expense~~ ~~are made up of several categories including outsourcing expense and service contracts – administration, but none with changes year over year greater than 5%.~~

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Table of Contents

APPLICABLE INCOME TAXES

The provision for income taxes ~~decreased $153,441,~~increased $254,124, or ~~22.7%~~48.6%, for the first three months of ~~2022~~2023 compared to the same period in ~~2021~~2022 and is proportional to the ~~decrease~~increase in income before income taxes totaling ~~$773,600 year over year.~~$1.2 million. Tax credits related to limited partnership investments amounted to ~~$96,237~~$67,128 and ~~$117,015,~~$96,237, respectively, for the first three months of ~~2022~~2023 and ~~2021.~~2022.

Amortization expense related to limited partnership investments is included as a component of income tax expense and amounted to ~~$67,092~~$67,128 and ~~$90,762,~~$67,092, respectively, for the first three months of ~~2022~~2023 and ~~2021.~~2022. These investments provide tax benefits, including tax credits, and are designed to provide a targeted effective annual yield between 7% and 10%.

CHANGES IN FINANCIAL CONDITION

The following table reflects the composition of the ~~Company’s~~Company's major categories of assets and liabilities as a percentage of total assets or liabilities and shareholders’ equity, as the case may be, as of the balance sheet dates:

March 31, 2022

December 31, 2021

March 31, 2023

December 31, 2022

Assets

Loans

$ 696,293,182

69.27 %

$ 689,988,533

67.71 %

$ 758,586,712

73.61 %

$ 748,548,608

70.88 %
AFS securities

185,755,566

18.48 %

182,342,459

17.89 %

192,679,330

18.70 %

192,918,109

18.27 %

Liabilities

Demand deposits

203,661,459

20.26 %

209,465,151

20.55 %

200,311,094

19.44 %

216,093,534

20.46 %
Interest-bearing transaction accounts

258,401,561

25.71 %

265,513,937

26.05 %

279,977,413

27.17 %

294,050,079

27.84 %
Money market funds

130,731,075

13.01 %

129,728,954

12.73 %

132,554,229

12.86 %

140,117,086

13.27 %
Savings deposits

177,994,875

17.71 %

168,390,905

16.52 %

170,452,633

16.54 %

171,072,921

16.20 %
Time deposits

106,511,475

10.60 %

106,301,006

10.43 %

105,249,729

10.21 %

101,638,659

9.62 %
Long-term advances

1,300,000

0.13 %

1,300,000

0.13 %

1,300,000

0.13 %

1,300,000

0.12 %

The following table reflects the changes in the composition of the ~~Company’s~~Company's major categories of assets and liabilities between the balance sheet dates, as disclosed in the table above:

Change in Volume

Percentage Change

Volume Change

Percentage

Assets

Loans

$ 6,304,649

0.91 %

$ 10,038,104

1.34 %
AFS securities

3,413,107

1.87 %

(238,779 )

(0.12 %)

Liabilities

Demand deposits

(5,803,692 )

-2.77 %

(15,782,440 )

(7.30 %)
Interest-bearing transaction accounts

(7,112,376 )

-2.68 %

(14,072,666 )

(4.79 %)
Money market funds

1,002,121

0.77 %

(7,562,857 )

(5.40 %)
Savings deposits

9,603,970

5.70 %

(620,288 )

(0.36 %)
Time deposits

210,469

0.20 %

3,611,070

3.55 %

The increase in the loan portfolio during the first three months of ~~2022~~2023 was attributable to increases totaling ~~$13.9~~$13.0 million in commercial & industrial CRE and ~~CRE~~municipal loans, which was partially offset by ~~payoffs~~decreases of ~~certain PPP~~$0.8 million in purchased BHG loans, ~~through SBA’s forgiveness program totaling $7.0 million.~~$1.9 million in residential junior lien loans and $0.6 million in consumer loans. The ~~SBA PPP program ended~~Company has experienced strong loan activity among its commercial customers, but only minimal consumer loan activity.
There were no securities AFS purchased during the ~~second quarter~~first three months of 2021, so this portfolio will continue to decrease throughout the remainder of 2022 either through pay downs or payoffs initiated on behalf of SBA’s forgiveness program, or by regular amortization as borrowers begin to make scheduled monthly payments.
2023. The ~~increase~~change in the securities AFS portfolio is attributable to the purchase of $19.1 million in securities AFS during the first three months of 2022, consisting of $7.2 million in US Treasuries, $3.8 million in Tax-exempt municipal bonds, and $8.1 million in MBS. These purchases were reduced in part by maturities ~~and calls exercised~~ amounting to ~~$291,500,~~$0.6 million, as well as principal payments on ~~MBS~~various securities totaling ~~$4.2 million, and~~$3.1 million. These changes were almost totally offset by ~~an increase~~a decrease of ~~$11.1~~$3.4 million in unrealized losses arising during the first ~~quarter~~three months of ~~2022 and~~2023, which is reflected in OCI. In management’s view, the size of the securities AFS portfolio is appropriate and proportional to the overall asset base, as this portfolio serves an important role in the Company’s liquidity position.
The decrease in the demand deposit accounts was entirely made up of business DDAs. The decrease in interest-bearing transaction accounts consists of a decrease of $13.1 million, or 10.6%, in consumer interest-bearing transaction accounts, a decrease of $11.6 million, or 28.8%, in municipal deposit accounts and a decrease of $11.0 million, or 12.9% in ICS deposit accounts. These decreases were partially offset by a combined increase of $21.6 million, or 48.7% in health savings accounts and the deposit account of the Company’s trust and asset management affiliate, CFSG. The decrease in money market funds was driven by decreases of $6.5 million, or 21.9% in ICS accounts and $4.6 million, or 4.5% in retail money market funds. These decreases were partially offset by an increase in municipal accounts of $3.5 million or 39.6%. The increase in time deposits is attributable to customer response to periodic certificate of deposit specials that have been offered.

37
Table of Contents

~~Most~~CERTAIN TIME DEPOSITS
Increments of ~~the fluctuation in demand deposits is due to a decrease during the first quarter~~maturity of ~~2022 in business checking accounts~~time CDs of ~~$7.1 million,~~$250,000 or ~~4.4%, which the Company believes primarily reflects the outflow of funds~~more outstanding on March 31, 2023 are summarized as customers are starting to spend some of the funds generated through the PPP loans. The decrease in interest-bearing transaction accounts consists of a decrease of $10.8 million, or 25.7%, in municipal deposit accounts, as well as a decrease of $6.1 million, or 8.6%, in ICS deposit accounts, which was partially offset by an increase of $8.1 million, or 7.0%, in consumer interest-bearing transaction accounts. The increase in savings deposits of $9.6 million, or 5.7%, is likely attributable in part to parked funds as customers await more favorable rates for time deposits, as well as deposits of stimulus payments and tax credits from the U.S. Government.follows:
3 months or less

$ 4,166,139

Over 3 through 6 months

1,872,753

Over 6 through 12 months

4,274,743

Over 12 months

6,424,279

Total

$ 16,737,914

Interest Rate Risk and Asset and Liability Management - Management actively monitors and manages the Company’s interest rate risk exposure and attempts to structure the balance sheet to maximize net interest income while controlling its exposure to interest rate risk. The ~~Company’s~~Company's ALCO is made up of the Executive Officers and certain Vice Presidents of the Bank representing major business lines. The ALCO formulates strategies to manage interest rate risk by evaluating the impact on earnings and capital of such factors as current interest rate forecasts and economic indicators, potential changes in such forecasts and indicators, liquidity and various business strategies. The ALCO meets at least quarterly to review financial statements, liquidity levels, yields and spreads to better understand, measure, monitor and control the Company’s interest rate risk. In the ALCO process, the committee members apply policy limits set forth in the Asset Liability, Liquidity and Investment policies approved and periodically reviewed by the Company’s Board of Directors. The ~~ALCO’s~~ALCO's methods for evaluating interest rate risk include an analysis of the effects of interest rate changes on net interest income and an analysis of the ~~Company’s~~Company's interest rate sensitivity ~~“gap”~~"gap", which provides a static analysis of the maturity and repricing characteristics of the entire balance sheet. The ALCO Policy also includes a contingency funding plan to help management prepare for unforeseen liquidity restrictions, including hypothetical severe liquidity crises.

Interest rate risk represents the sensitivity of earnings to changes in market interest rates. As interest rates change, the interest income and expense streams associated with the Company’s financial instruments also change, thereby impacting NII, the primary component of the Company’s earnings. Fluctuations in interest rates can also have an impact on liquidity. The ALCO uses an outside consultant to perform rate shock simulations to the ~~Company’s~~Company's net interest income, as well as a variety of other analyses. It is the ALCO’s function to provide the assumptions used in the modeling process. Assumptions used in prior period simulation models are regularly tested by comparing projected NII with actual NII. The ALCO utilizes the results of the simulation model to quantify the estimated exposure of NII and liquidity to sustained interest rate changes. The simulation model captures the impact of changing interest rates on the interest income received and interest expense paid on all interest-earning assets and interest-bearing liabilities reflected on the Company’s balance sheet. The model also simulates the balance sheet’s sensitivity to a prolonged flat rate environment. All rate scenarios are simulated assuming a parallel shift of the yield curve; however further simulations are performed utilizing non-parallel changes in the yield curve. The results of this sensitivity analysis are compared to the ALCO policy limits which specify a maximum tolerance level for NII exposure over a 1-year horizon, assuming no balance sheet growth, given a 200 bp shift upward and a 100 bp shift downward in interest rates.

Under the Company’s interest rate sensitivity modeling, with the continued asset sensitive balance sheet, in a rising rate environment NII ~~is expected to trend~~initially trends upward as the short-term asset base (cash and adjustable rate loans) quickly cycle upward while the retail funding base (deposits) lags the market. If rates paid on deposits have to be increased more and/or more quickly than projected due to competitive pressures, the expected benefit to rising rates would be reduced. In a falling rate environment, NII is expected to trend slightly downward compared with the current rate environment scenario for the first year of the simulation as asset yield erosion is not fully offset by decreasing funding costs. Thereafter, net interest income is projected to experience sustained downward pressure as funding costs reach their assumed floors and asset yields continue to reprice into the lower rate environment. ~~Management expects that the~~The current rising rate environment ~~will have~~has had a positive impact to the Company’s NII ~~in 2022.~~however market expectations for higher deposit rates are applying increasing pressure to the spread between interest income and interest expense.
38
Table of Contents

The following table summarizes the estimated impact on the ~~Company’s~~Company's NII over a twelve month period, assuming a gradual parallel shift of the yield curve beginning March 31, ~~2022:~~2023:

Rate Change

Percent Change
in NII

Down 100 bps

~~-1.2~~(0.2 %)
Up 200 bps

~~0.9~~(2.0 %)

The estimated amounts shown in the table above are within the ALCO Policy limits. However, those amounts do not represent a forecast and should not be relied upon as indicative of future results. The ALCO model also provides alternate scenarios including a sustained flat, or inverted yield curve. While assumptions used in the ALCO process, including the interest rate simulation analyses, are developed based upon current economic and local market conditions, and expected future conditions, the Company cannot provide any assurances as to the predictive nature of these assumptions, including how customer preferences or competitor influences might change. As the market rates continue to increase, the impact of a falling rate environment is more pronounced, and the possibility more plausible than during the last several years of near zero ~~short~~short-term rates.
38
~~Table of Contents~~

As of March 31, ~~2022,~~2023, the Company had outstanding $12,887,000 in principal amount of Junior Subordinated Debentures due December 15, 2037, which bear a quarterly floating rate of interest equal to the 3-month London Interbank Offered Rate (LIBOR), plus 2.85%. ~~During 2017,~~As previously announced by the Financial Conduct Authority ~~(FCA)~~ in the United Kingdom, the entity that administers LIBOR, announced that LIBOR will be phased out, with an expected target date of December 31, 2021 for the phase out. On March 5, 2021, the FCA announced firm target dates for the phase out of various LIBOR settings, including a phase out date of June 30, 2023 for 3-month LIBOR for U.S. dollar ~~deposits. Under~~denominated deposits will be phased out as of June 30, 2023. The Indenture governing the terms of the ~~Indenture, if~~Company’s Debentures contains detailed fallback provisions in the event 3-month LIBOR is not available, empowering the Trustee ~~may~~to obtain substitute quotations from ~~four~~other leading ~~banks~~banks. However, under the federal Adjustable Interest Rate (LIBOR) Act enacted in March 2022 (the “LIBOR Act”), fallback provisions like those in the ~~London~~Company’s Indenture that are based on a “determining person” (such as an indenture trustee) obtaining quotations of interbank ~~market for their offered~~lending or deposit rates are deemed “ineffective” and will be replaced as a matter of law, without need to amend contract documents, with a benchmark interest rate ~~to prime banks~~identified in regulations promulgated by the Federal Reserve. As required under the LIBOR Act, the Federal Reserve-identified benchmark rates specified in the final regulations for various tenors of LIBOR are based on the Secured Overnight Financing Rate (SOFR) published by the Federal Reserve Bank of New York and each includes an appropriate “tenor spread adjustment” to reflect historical spreads between LIBOR and SOFR. The replacement benchmark rate for ineffective fallback provisions will take effect on the first London ~~market for U.S. dollar deposits having~~banking day after June 30, 2023, (the “LIBOR Replacement Date”). The Indenture Trustee has informed the Company that it views the fallback provisions in the Indenture as ineffective under the LIBOR Act, and that, absent either an amendment to the Indenture and related Debenture documents to adopt a ~~three month maturity; if at least two such quotations are provided,~~new interest rate or a change in applicable law, effective on and after the ~~quarterly rate on~~LIBOR Replacement Date, 3-month LIBOR will be replaced by 3-month CME SOFR, as adjusted by a spread adjustment factor of 0.26161 percent, in accordance with the LIBOR Act and FRB regulations. The Company does not intend to seek an amendment of the Indenture or other Debenture documents. Accordingly, as of the LIBOR Replacement Date, the Debentures will ~~be the arithmetic mean~~bear interest at a quarterly floating rate equal to 3-month CME SOFR, as adjusted by a spread adjustment of such quotations. If fewer than two such quotations are received, the Trustee will request substitute quotations from four major New York City banks for their offered rate to leading European banks for loans in U.S. dollars; if at least two such quotations are provided, the quarterly rate on the Debentures will be the arithmetic mean of such quotations. The Debenture Trustee has not yet informed the Company as to how it intends to proceed. 0.26161 percent, plus 2.85%.
Aside from the Debentures, the Company does not have any other exposures to the phase out of LIBOR. The Company has not generally utilized LIBOR as an interest rate benchmark for its variable rate commercial, residential or other loans and does not utilize derivatives or other financial instruments tied to LIBOR for hedging or investment purposes. Accordingly, management expects that the Company’s exposure to the phase out of LIBOR will be limited to the effect on the interest rate paid on its ~~Debentures, but cannot predict the magnitude of the impact on the Company’s interest expense at this time.~~Debentures.

Credit Risk - As a financial institution, one of the primary risks the Company manages is credit risk, the risk of loss stemming from borrowers’ failure to repay loans or inability to meet other contractual obligations. The Company’s Board of Directors prescribes policies for managing credit risk, including Loan, Appraisal and Environmental policies. These policies are supplemented by comprehensive underwriting standards and procedures. The Company maintains a Credit Administration department whose function includes credit analysis and monitoring of and reporting on the status of the loan portfolio, including delinquent and non-performing loan trends. The Company also monitors concentration of credit risk in a variety of areas, including portfolio mix, the level of loans to individual borrowers and their related interests, loans to industry segments, and the geographic distribution of commercial real estate loans. Loans are reviewed periodically by an independent loan review firm to help ensure accuracy of the ~~Company’s~~Company's internal risk ratings and compliance with various internal policies, procedures and regulatory guidance.

Residential ~~mortgages~~mortgage loans represented ~~30.8%~~30.4% of the Company’s loan balances ~~as of~~at March 31, ~~2022,~~2023, compared to ~~31.3%~~31.2% at December 31, ~~2021, a level that has historically been on a gradual annual decline in recent years, consistent with the Company’s strategic shift to commercial lending.~~2022. The Company maintains a residential mortgage loan portfolio of traditional mortgage products and does not ~~engage in~~offer higher risk ~~loans~~loan products, such as option adjustable rate mortgage products, high loan-to-value products, interest only mortgages, subprime loans and products with deeply discounted teaser rates. Residential mortgages with ~~loan-to-values~~loan-to-value ratios exceeding 80% are generally covered by PMI. A 90% loan-to-value residential mortgage product without PMI is only available to borrowers with excellent credit and low debt-to-income ratios and has not been widely originated. As of March 31, ~~2022,~~2023, junior lien home equity products made up ~~17.6%~~13.8% of the residential mortgage portfolio with maximum loan-to-value ratios (including prior liens) of 80%. The Company also originates some home equity loans greater than 80% under an insured loan program with stringent underwriting criteria.
39
Table of Contents

Consistent with the strategic focus on commercial lending, the commercial & industrial and CRE loan portfolios have seen solid growth over recent years. Commercial & industrial, purchased, CRE and ~~CRE~~municipal loans ~~together~~collectively comprised ~~68.7%~~69.1% of the Company’s loan portfolio at March 31, ~~2022,~~2023, compared to ~~68.1%~~68.4% at December 31, 2021. Those percentages included the Company’s portfolio of PPP loans, which have been steadily decreasing, and totaled $5.1 million at March 31, 2022, compared to $12.2 million at December 31, 2021.
Growth in the CRE portfolio in recent years has been principally driven by new loan volume in Chittenden County and northern Windsor County around the White River Junction, I91-I93 interchange area. Credits in the Chittenden County market are being managed by two commercial lenders out of the Company’s Burlington loan production office that know the area well, while Windsor County is being served by a commercial lender from the St. Johnsbury office with previous lending experience serving the greater White River Junction area. The Company has a loan production office in Lebanon, New Hampshire to provide a presence in the greater White River Junction area including Grafton County, New Hampshire. Larger transactions continue to be centrally underwritten and monitored through the Company’s commercial credit department. The types of CRE transactions driving the growth have been a mix of construction, land and development, multifamily, and other non-owner occupied CRE properties including hotels, retail, office, and industrial properties.2022. The largest components of the ~~$308.3 million~~ CRE portfolio ~~at March 31, 2022~~ were ~~$105.6~~$99.4 million in owner-occupied CRE and ~~$110.0~~$139.0 million in non-owner occupied ~~CRE.~~CRE at March 31, 2023.

Risk in the Company’s commercial & industrial and CRE loan portfolios is mitigated in part by government guarantees issued by federal agencies such as the SBA and RD. At March 31, ~~2022,~~2023, the Company had ~~$36.8~~$26.2 million in guaranteed loans with guaranteed balances of ~~$28.8~~$17.0 million, compared to ~~$42.9~~$27.0 million in guaranteed loans with guaranteed balances of ~~$35.4~~$18.3 million at December 31, ~~2021.~~2022. PPP loans with outstanding balances of $116,299 and $199,664 at March 31, 2023 and December 31, 2022, respectively, are included in these totals, all of which carry a 100% guarantee through the SBA, subject to borrower eligibility requirements.
39
~~Table of Contents~~

The Company works actively with customers early in the delinquency process to help them to avoid default and foreclosure. Commercial & industrial and CRE loans are generally placed on non-accrual status when there is deterioration in the financial position of the borrower, payment in full of principal and interest is not expected, and/or principal or interest has been in default for 90 days or more. However, such a loan need not be placed on non-accrual status if it is both well secured and in the process of collection. Residential mortgages and home equity loans are considered for non-accrual status at 90 days past due and are evaluated on a case-by-case basis. The Company obtains current property appraisals or market value analyses and considers the cost to carry and sell collateral in order to assess the level of specific allocations required. Consumer loans are generally not placed in non-accrual but are charged off by the time they reach 120 days past due. When a loan is placed in non-accrual status, the Company reverses the accrued interest against current period income and discontinues the accrual of interest until the borrower clearly demonstrates the ability and intention to resume normal payments, typically demonstrated by regular timely payments for a period of not less than six months. Interest payments received on non-accrual or impaired loans are generally applied as a reduction of the loan book balance.

Provision for Credit Losses
The provision for credit losses was made up of the following components for the periods indicated:

Three Months Ended

March 31,

Change

2023

2022

$

%

Provision for credit losses on loans

$
207,540

$
862,500

$
(654,960 )

(75.94 %)
Provision for credit losses on OBS credit exposure

78,986

0

78,986

100.00 %
Provision for credit losses

$
286,526

$
862,500

$
(575,974 )

(66.78 %)
ACL and provisions – As stated in Note 2 of the accompanying notes to the Company’s ~~TDRs are principally a result~~unaudited interim consolidated financial statements, effective January 1, 2023, the Company was required to recognize credit losses under the guidance of ~~extending loan repayment terms~~ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, The new guidance, which is referred to ~~relieve cash flow difficulties. The Company has only infrequently reduced interest rates below~~as the current ~~market rate.~~expected credit loss, or CECL model, requires that expected credit losses for financial assets held at the reporting date that are accounted for at amortized cost be measured and recognized based on historical experience and current and reasonably supportable forecasted conditions to reflect the full amount of expected credit losses over the life of the loans. The ~~Company has not forgiven principal or reduced accrued interest within~~adjustment from the ~~terms~~adoption of ~~original restructurings. Management evaluates each TDR situation on its own merits~~CECL amounted to $549,113, net of tax and ~~does not foreclose~~was recorded as an adjustment to retained earnings and will affect calculation of regulatory capital ratios. Changes in forecasts used in the ~~granting of any particular type of concession.~~model could produce different results, quarter to quarter.

The Company’s ~~TDRs~~board of directors has approved an ACL policy that ~~were past due 90 days or more or~~provides guidance in ~~non-accrual status as of the dates presented:~~

March 31, 2022

December 31, 2021

Number of

Principal

Number of

Principal

Loans

Balance

Loans

Balance

Commercial & industrial

5

$ 58,448

6

$ 71,128

Commercial real estate

5

2,968,472

5

3,642,073

Residential real estate - 1st lien

13

1,239,113

12

977,961

Residential real estate - Jr lien

1

40,263

1

41,901

Total

24

$ 4,306,296

24

$ 4,733,063

maintaining an adequate methodology for establishing, estimating and maintaining allowances for credit losses under ASC 326. The ~~remaining TDRs were performing in accordance with their modified terms as of the dates presented and consisted of the following:~~

March 31, 2022

December 31, 2021

Number of

Principal

Number of

Principal

Loans

Balance

Loans

Balance

Commercial real estate

1

$ 9,496

��

2

$ 41,228

Residential real estate - 1st lien

31

2,460,459

31

2,473,767

Residential real estate - Jr lien

1

3,213

1

3,537

Total

33

$ 2,473,168

34

$ 2,518,532

~~As of the balance sheet dates, the Company evaluates whether it is contractually committed~~policy creates a measurement model to ~~lend additional funds to debtors with impaired, non-accrual or modified loans. The Company is contractually committed to lend~~establish a proper ACL based on ~~one SBA guaranteed line of~~current expected credit ~~to a borrower whose lending relationship was previously restructured.~~losses rather than incurred losses.

~~ALL and provisions~~ - The Company maintains an ~~ALL~~ACL at a level that management believes is appropriate to absorb losses inherent in the loan portfolio as of the measurement date (See Note 5 to the accompanying unaudited interim consolidated financial statements). Although the Company, in establishing the ~~ALL,~~ACL, considers the inherent losses in individual loans and pools of loans, the ~~ALL~~ACL is a general reserve available to absorb all credit losses in the loan portfolio. No part of the ~~ALL~~ACL is segregated to absorb losses from any particular loan or segment of loans.

When establishing the ~~ALL~~ACL each quarter, the Company applies a combination of ~~historical loss factors to loan segments, including residential first~~significant key assumptions and ~~junior lien mortgages, CRE, commercial & industrial,~~methodologies, as discussed in the ACL section under Critical Accounting Policies in this MD&A, and ~~consumer loan portfolios, other than the municipal loans as there has never been a loss recorded~~also presented in ~~that loan segment. The Company applies numerous qualitative factors to each segment~~Note 5 of the loan portfolio. Those factors include the levels of and trends in delinquencies and non-accrual loans, criticized and classified assets, volumes and terms of loans, and the impact of any loan policy changes. Experience, ability and depth of lending personnel, levels of policy and documentation exceptions, national and local economic trends, the competitive environment, and concentrations of credit are also factors considered.accompanying unaudited interim consolidated financial statements.

40
Table of Contents

Specific allocations to the ALL are made for certain impaired loans. Impaired loans include all troubled debt restructurings regardless of amount, and all loans to a borrower that in aggregate are greater than $100,000 and that are in non-accrual status. A loan is considered impaired when it is probable that the Company will be unable to collect all amounts due, including interest and principal, according to the contractual terms of the loan agreement. The Company reviews all the facts and circumstances surrounding non-accrual loans and on a case-by-case basis may consider loans below the threshold as impaired when such treatment is material to the financial statements. See Note 5 to the accompanying unaudited interim consolidated financial statements for information on the recorded investment in impaired loans and their related allocations.
The following table summarizes the Company’s credit risk ratios for the balance sheet dates presented:

March 31,

December 31,

March 31

December 31,

2022

2021

2023

2022

ALL to total loans outstanding

1.13 %

1.12 %
ALL

$ 7,890,648

$ 7,710,256

ACL to total loans outstanding

1.22 %

1.16 %
ACL

$ 9,256,170

$ 8,709,225

Loans outstanding

$ 696,293,182

$ 689,988,533

$ 758,586,712

$ 748,548,608

Non-accruing loans to loans outstanding

0.78 %

0.86 %

1.12 %

1.05 %
Non-accruing loans

$ 5,414,963

$ 5,940,629

$ 8,480,354

$ 7,890,020

Loans outstanding

$ 696,293,182

$ 689,988,533

$ 758,586,712

$ 748,548,608

ALL to non-accruing loans

145.72 %

129.79 %
ALL

$ 7,890,648

$ 7,710,256

ACL to non-accruing loans

109.15 %

110.38 %
ACL

$ 9,256,170

$ 8,709,225

Non-accruing loans

$ 5,414,963

$ 5,940,629

$ 8,480,354

$ 7,890,020

The provision for ~~loan~~credit losses for the ~~first quarter~~three months ended March 31, ~~2022~~2023 was ~~$862,500,~~$286,526, compared to ~~$267,497~~$862,500 for the same period in ~~2021.~~2022. The ~~$595,003~~$575,974 year over year ~~increase~~decrease was driven ~~primarily~~in part by a write-down totaling $667,474, on a single non-performing loan, ~~which is~~ in ~~foreclosure, totaling $667,474.~~March of 2022.

The first quarter ~~ALL~~ACL analysis indicates that the reserve balance of ~~$7.9~~$9.3 million at March 31, ~~2022~~2023 is sufficient to cover expected credit losses that are probable and estimable as of the measurement ~~date, with an unallocated reserve of $90,276.~~date. Management believes the reserve balance continues to be directionally consistent with the overall risk profile of the Company’s loan portfolio and credit risk appetite. The portion of the ALL termed “unallocated” is established to absorb inherent losses that exist as of the measurement date although not specifically identified through management’s process for estimating credit losses. While the ~~ALL~~ACL is described as consisting of separate allocated portions, the entire ~~ALL~~ACL is available to support loan losses, regardless of category. Due to the charge off activity during the first quarter of 2022, the unallocated reserves are lower than historical levels. It is expected that the provision would be increased in future periods, if loan growth or additional charge-offs warrants an increase. The adequacy of the ~~ALL~~ACL is ~~reviewed quarterly by the risk management committee of the Board and then~~ presented to the full Board for ~~approval.~~approval quarterly.

41
Table of Contents

Net ~~charge-offs~~recoveries (charge-offs) during the ~~period~~periods presented to average ~~loan~~loans outstanding were as follows:

For the Three Months Ended March 31,

2022

2021

For the Three Months Ended March 31

2023

2022

Commercial & industrial

-0.01 %

-0.01 %

(0.01
%)

(0.02
%)
Net charge-off during the period

$ (17,650 )

$ (14,086 )
Net charge-offs during the period

$ (10,203 )

$ (17,650 )
Average amount outstanding

$ 117,162,692

$ 111,436,341

Purchased

0.00 %

0.00 %
Net charge-offs during the period

$ 0

$ 0

Average amount outstanding

$ 120,804,935

$ 177,158,060

$ 7,086,337

$ 9,368,594

Commercial real estate

-0.22 %

0.00 %

0.01 %

(0.22
%)
Net (charge-off) recovery during the period

$ (667,474 )

$ 7,000

Net recoveries (charge-offs) during the period

$ 22,000

$ (667,474 )
Average amount outstanding

$ 304,057,825

$ 280,029,141

$ 360,454,697

$ 304,057,825

Municipal

0.00 %

0.00 %

0.00 %

0.00 %
Net charge-off during the period

$ 0

$ 0

Net charge-offs during the period

$ 0

$ 0

Average amount outstanding

$ 49,022,024

$ 52,232,117

$ 35,177,595

$ 49,022,024

Residential real estate - 1st lien

0.00 %

0.00 %

0.04 %

0.00 %
Net recovery during the period

$ 1,210

$ 1,567

Net recoveries during the period

$ 72,326

$ 2,276

Average amount outstanding

$ 182,305,338

$ 170,036,028

$ 198,536,712

$ 182,305,338

Residential real estate - Jr lien

0.01 %

0.00 %

0.08 %

0.01 %
Net recovery during the period

$ 2,276

$ 528

Net recoveries during the period

$ 25,548

$ 1,210

Average amount outstanding

$ 33,230,645

$ 37,317,509

$ 32,704,333

$ 33,230,645

Consumer

-0.01 %

-0.07 %

(0.36
%)

(0.01 %)
Net charge-off during the period

$ (470 )

$ (2,703 )
Net charge-offs during the period

$ (13,642 )

$ (470 )
Average amount outstanding

$ 3,580,266

$ 3,811,456

$ 3,786,350

$ 3,580,266

Total loans

-0.10 %

0.00 %

0.01 %

(0.10 %)
Net charge-off during the period

$ (682,108 )

$ (7,694 )
Net recoveries (charge-offs) during the period

$ 96,029

$ (682,108 )
Average amount outstanding

$ 693,001,033

$ 720,584,311

$ 754,908,716

$ 693,001,033

In addition to credit risk in the Company’s loan ~~portfolio~~and investment portfolios and its off-balance sheet commitments, and liquidity risk in its loan and deposit-taking operations, the Company’s business activities also generate market risk. Market risk is the risk of loss in a financial instrument arising from adverse changes in market prices and rates, foreign currency exchange rates, commodity prices and equity prices. Declining capital markets and changes in interest rates can result in fair value adjustments ~~necessary~~ to ~~record decreases in~~asset valuations or the ~~value of the investment portfolio for other-than-temporary-impairment.~~need to create a related reserve or allowance. The Company does not have any market risk sensitive instruments acquired for trading purposes. The Company’s market risk arises primarily from interest rate risk inherent in its lending, ~~and~~ deposit taking and investment activities. During recessionary periods, a declining housing market can result in an increase in loan loss reserves or ultimately an increase in foreclosures. Interest rate risk is directly related to the different maturities and repricing characteristics of interest-bearing assets and liabilities, as well as to loan prepayment risks, early withdrawal of time deposits, and the fact that the speed and magnitude of responses to interest rate changes vary by product. Rapid changes in prevailing interest rates, particularly after a long period of relative stability, create a challenging interest rate environment. As discussed above under ~~“Interest~~"Interest Rate Risk and Asset and Liability ~~Management”~~Management", the Company actively monitors and manages its interest rate risk through the ALCO process.

COMMITMENTS, CONTINGENCIES AND OFF-BALANCE-SHEET ARRANGEMENTS

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and risk-sharing commitments on certain sold loans. Such instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments. During the first three months of ~~2022,~~2023, the Company did not engage in any activity that created any additional types of off-balance sheet risk.

42
Table of Contents
With the adoption of ASU 2016-13 (CECL), the Company is required to establish an allowance for expected credit losses on OBS credit exposures. Expected credit losses are estimated by management over the contractual period during which the Company is exposed to credit risk under a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. Upon adoption of ASU 2016-13, the Company recorded an adjustment to retained earnings of $451,704 to reflect an allowance for credit losses for unfunded commitments. The allowance for credit losses for OBS credit exposures is presented in the "Accrued interest and other liabilities" line of the consolidated balance sheets. There were no changes to the allowance for credit losses for OBS credit exposures during the three months ended March 31, 2023.

LIQUIDITY AND CAPITAL RESOURCES

Managing liquidity risk is essential to maintaining both depositor confidence and stability in earnings. Liquidity management refers to the ability of the Company to adequately cover fluctuations in assets and liabilities. Meeting loan demand (assets) and covering the withdrawal of deposit funds (liabilities) are two key components of the liquidity management process. The Company’s principal sources of funds are deposits, amortization and prepayment of loans and securities, maturities of investment securities, sales of loans available-for-sale, and earnings and funds provided from operations. Maintaining a relatively stable funding base, which is achieved by diversifying funding sources, competitively pricing deposit products, and extending the contractual maturity of liabilities, reduces the Company’s exposure to rollover risk on deposits and limits reliance on volatile short-term borrowed funds. Short-term funding needs arise from declines in deposits or other funding sources and from funding requirements for loan commitments. The Company’s strategy is to fund assets to the maximum extent possible with core deposits that provide a sizable source of relatively stable and ~~low-cost~~lower-cost funds.

The Company recognizes that, at times, when loan demand exceeds deposit growth or the Company has other liquidity demands, it may be desirable to utilize alternative sources of deposit funding to augment retail deposits and borrowings. One-way deposits acquired through the CDARS program provide an alternative funding source when needed. At March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had no one-way CDARS outstanding. In addition, two-way (reciprocal) CDARS deposits, as well as reciprocal ICS money market and demand deposits, ~~allow~~enhance the Company’s ability to retain larger deposit balances by allowing the Company to provide FDIC deposit insurance to its customers in excess of account coverage limits ~~by exchanging~~through the exchange of deposits with other participating FDIC-insured financial institutions. At March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company reported ~~$3.6~~$2.8 million in reciprocal CDARS deposits. The balance in ICS reciprocal money market deposits was ~~$17.2~~$23.0 million at March 31, ~~2022,~~2023, compared to ~~$15.3~~$29.5 million at December 31, ~~2021,~~2022, and the balance in ICS reciprocal demand deposits as of those dates was ~~$64.6~~$74.3 million and ~~$70.8~~$85.3 million, respectively.
The Company had two blocks of DTC Brokered CDs totaling $2.3 million and $1.4 million with maturities in January, 2021 and April, 2021, respectively. These blocks were not replaced, leaving no DTC Brokered CDs outstanding at December 31, 2021 or March 31, 2022. Although wholesale deposit funding through DTC is an important supplemental source of liquidity that has proven efficient, flexible and cost-effective when compared with other borrowing methods, the growth in deposits during 2021 has reduced the Company’s need for supplementary funding sources in the near term.

At March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, borrowing capacity of ~~$95.3~~$110.3 million and ~~$100.2~~$112.3 million, respectively, was available through the FHLBB, secured by the ~~Company’s~~Company's qualifying loan portfolio (generally, residential mortgage and commercial loans), reduced by outstanding advances and by collateral pledges securing FHLBB letters of credit collateralizing public unit deposits. The Company also has an unsecured Federal Funds credit line with the FHLBB with an available balance of $500,000 and no outstanding advances during any of the respective comparison periods. Interest is chargeable at a rate determined daily, approximately 25 bps higher than the rate paid on federal funds sold.

The Company has a BIC arrangement with the FRBB secured by eligible commercial & industrial loans, CRE loans and home equity loans, resulting in an available credit line of ~~$65.1~~$52.8 million and ~~$52.3~~$56.1 million, respectively, at March 31, ~~2022~~2023 and December 31, ~~2021.~~2022. Credit advances under this FRBB lending program are overnight advances with interest chargeable at the primary credit rate (generally referred to as the discount rate), currently 40500 bps. The Company had no outstanding advances through this facility at March 31, ~~2022~~2023 or December 31, ~~2021.~~2022.
As of March 31, 2023, the Company had additional potential borrowing capacity, subject to pledging of required collateral, under the FRB’s Term Funding Program, which was established in March 2023 to provide banks with an additional source of liquidity. The Company did not have any advances under the Term Funding Program at March 31, 2023.

The following table reflects the Company’s outstanding ~~FHLBB and FRBB~~ advances ~~against~~under the ~~respective lines~~FHLBB’s JNE program as of the dates indicated:

March 31,

December 31,

March 31,

December 31,

2022

2021

2023

2022

Long-Term Advances(1)

FHLBB term advance, 0.00%, due September 22, 2023

$ 200,000

$ 200,000

$ 200,000

$ 200,000

FHLBB term advance, 0.00%, due November 12, 2025

300,000

300,000

300,000

300,000

FHLBB term advance, 0.00%, due November 13, 2028

800,000

800,000

800,000

800,000

$ 1,300,000

$ 1,300,000

$ 1,300,000

$ 1,300,000

~~(1)~~
~~All long-term advances are pursuant to~~
(1) Under the JNE program, ~~through which~~ the FHLBB provides a subsidy, funded by the FHLBB’s earnings, to write down interest rates to zero percent on advances that finance qualifying loans to small businesses. JNE advances must support small business in New England that create and/or retain jobs, or otherwise contribute to overall economic development activities.
43
Table of Contents

The Company has unsecured lines of credit with two correspondent banks with aggregate available borrowing capacity totaling $20.5 million as of the balance sheet dates presented in this quarterly report. The Company had no outstanding advances against these credit lines as of the balance sheet dates presented.

43
Management believes that the combination of high levels of potentially liquid assets, unencumbered securities, cash flows from operations, and additional borrowing capacity are sufficient to meet the Company’s liquidity and capital needs.
~~Table of Contents~~

The following table illustrates the changes in ~~shareholders’~~shareholders' equity from December 31, ~~2021~~2022 to March 31, ~~2022:~~2023:

Balance at December 31, 2021 (book value $15.48 per common share)

$ 84,760,268

Balance at December 31, 2022 (book value $13.55 per common share)

$ 75,176,363

Cumulative change in accounting principle (Note 2)

(549,113 )
Net income

2,405,542

3,338,761

Issuance of common stock through the DRIP

272,683

319,877

Dividends declared on common stock

(1,236,880 )

(1,250,794 )
Dividends declared on preferred stock

(12,188 )

(28,125 )
Change in AOCI on AFS securities, net of tax

(8,744,637 )

2,672,818

Balance at March 31, 2022 (book value $14.08 per common share)

$ 77,444,788

Balance at March 31 2023 (book value $14.33 per common share)

$ 79,679,787

The primary objective of the Company’s capital planning process is to balance appropriately the retention of capital to support operations and future growth, with the goal of providing shareholders an attractive return on their investment. To that end, management monitors capital retention and dividend policies on an ongoing basis.

As described in more detail in Note 23 to the audited consolidated financial statements contained in the Company’s ~~2021~~2022 Annual Report on Form 10-K and under the caption “LIQUIDITY AND CAPITAL RESOURCES” in the MD&A section of that report, the Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies pursuant to which they must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items. Capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

As of March 31, ~~2022,~~2023, the Bank was considered well capitalized under the standard regulatory capital framework for Prompt Corrective Action and the Company exceeded currently applicable consolidated regulatory guidelines for capital adequacy. While we believe that the Company has sufficient capital to withstand an extended economic downturn, ~~in the wake of the COVID-19 pandemic,~~ our regulatory capital ratios could be adversely impacted by future credit losses and other operational impacts ~~related to COVID-19 or emerging variants~~ of ~~the virus.~~deteriorating economic conditions and inflation.

44
Table of Contents

The following table shows the Company’s actual capital ratios and those of its subsidiary, as well as currently applicable regulatory capital requirements, as of the dates indicated. The calculations as of March 31, 2023 reflect adoption of ASU 2016-13 (CECL), including the beginning period cumulative effect adjustment of $549,113, which reduced retained earnings.

Minimum

Minimum

Minimum

Minimum

Minimum

For Capital

To Be Well

Minimum

For Capital

To Be Well

For Capital

Adequacy Purposes

Capitalized Under

For Capital

Adequacy Purposes

Capitalized Under

Adequacy

with Conservation

Prompt Corrective

Adequacy

with Conservation

Prompt Corrective

Actual

Purposes:

Buffer(1):

Action Provisions(2):

Actual

Purposes

Buffer(1)

Action Provisions(2)

Amount

Ratio

Amount

Ratio

Amount

Ratio

Amount

Ratio

Amount

Ratio

Amount

Ratio

Amount

Ratio

Amount

Ratio

(Dollars in Thousands)

(Dollars in Thousands)

March 31, 2022

March 31, 2023

Common equity tier 1 capital

(to risk-weighted assets)

Company

$ 88,669

14.06 %

$ 28,388

4.50 %

$ 44,159

7.00 %

N/A

N/A

$ 84,601

11.88 %

$ 32,054

4.50 %

$ 49,861

7.00 %

N/A

N/A

Bank

$ 88,070

13.97 %

$ 28,369

4.50 %

$ 44,129

7.00 %

$ 40,977

6.50 %

$ 98,355

13.82 %

$ 32,033

4.50 %

$ 49,829

7.00 %

$ 46,270

6.50 %
Tier 1 capital (to risk-weighted assets)

Company

$ 88,669

14.06 %

$ 37,851

6.00 %

$ 53,622

8.50 %

N/A

N/A

$ 98,988

13.90 %

$ 42,738

6.00 %

$ 60,546

8.50 %

N/A

N/A

Bank

$ 88,070

13.97 %

$ 37,825

6.00 %

$ 53,585

8.50 %

$ 50,433

8.00 %

$ 98,355

13.82 %

$ 42,710

6.00 %

$ 60,506

8.50 %

$ 56,947

8.00 %
Total capital (to risk-weighted assets)

Company

$ 96,556

15.31 %

$ 50,468

8.00 %

$ 66,239

10.50 %

N/A

N/A

$ 107,904

15.15 %

$ 56,984

8.00 %

$ 74,792

10.50 %

N/A

N/A

Bank

$ 95,952

15.22 %

$ 50,433

8.00 %

$ 66,194

10.50 %

$ 63,042

10.00 %

$ 107,265

15.07 %

$ 56,947

8.00 %

$ 74,743

10.50 %

$ 71,184

10.00 %
Tier 1 capital (to average assets)

Company

$ 88,669

8.88 %

$ 39,952

4.00 %

N/A

N/A

N/A

N/A

$ 98,988

9.53 %

$ 41,532

4.00 %

N/A

N/A

N/A

N/A

Bank

$ 88,070

8.82 %

$ 39,935

4.00 %

N/A

N/A

$ 49,919

5.00 %

$ 98,355

9.48 %

$ 41,515

4.00 %

N/A

N/A

$ 51,894

5.00 %

December 31, 2021:

December 31, 2022:

Common equity tier 1 capital

(to risk-weighted assets)

Company

$ 87,240

14.25 %

$ 27,548

4.50 %

$ 42,853

7.00 %

N/A

N/A

$ 82,770

11.74 %

$ 31,731

4.50 %

$ 49,359

7.00 %

N/A

N/A

Bank

$ 86,654

14.17 %

$ 27,522

4.50 %

$ 42,812

7.00 %

$ 39,754

6.50 %

$ 96,112

13.64 %

$ 31,703

4.50 %

$ 49,315

7.00 %

$ 45,793

6.50 %
Tier 1 capital (to risk-weighted assets)

Company

$ 87,240

14.25 %

$ 36,731

6.00 %

$ 52,036

8.50 %

N/A

N/A

$ 97,157

13.78 %

$ 42,308

6.00 %

$ 59,936

8.50 %

N/A

N/A

Bank

$ 86,654

14.17 %

$ 36,696

6.00 %

$ 51,986

8.50 %

$ 48,928

8.00 %

$ 96,112

13.64 %

$ 42,270

6.00 %

$ 59,883

8.50 %

$ 56,361

8.00 %
Total capital (to risk-weighted assets)

Company

$ 94,894

15.50 %

$ 48,975

8.00 %

$ 64,279

10.50 %

N/A

N/A

$ 105,971

15.03 %

$ 56,410

8.00 %

$ 74,038

10.50 %

N/A

N/A

Bank

$ 94,301

15.42 %

$ 48,928

8.00 %

$ 64,218

10.50 %

$ 61,160

10.00 %

$ 104,918

14.89 %

$ 56,361

8.00 %

$ 73,973

10.50 %

$ 70,451

10.00 %
Tier 1 capital (to average assets)

Company

$ 87,240

8.79 %

$ 39,719

4.00 %

N/A

N/A

N/A

N/A

$ 97,157

9.24 %

$ 42,047

4.00 %

N/A

N/A

N/A

N/A

Bank

$ 86,654

8.73 %

$ 39,698

4.00 %

N/A

N/A

$ 49,622

5.00 %

$ 96,112

9.15 %

$ 42,025

4.00 %

N/A

N/A

$ 52,531

5.00 %

~~(1)~~
~~Conservation Buffer is calculated based on risk-weighted assets and does not apply to calculations of average assets.~~
~~(2)~~
(1)   Conservation Buffer is calculated based on risk-weighted assets and does not apply to calculations of average assets.
(2)   Applicable to banks, but not bank holding companies.

The ~~Company’s~~Company's ability to pay dividends to its shareholders is largely dependent on the ~~Bank’s~~Bank's ability to pay dividends to the Company. In general, a national bank may not pay dividends that exceed net income for the current and preceding two ~~years regardless~~years. Regardless of statutory restrictions, as a matter of regulatory policy, banks and bank holding companies should pay dividends only out of current earnings and only if, after paying such dividends, they remain adequately capitalized.

45
Table of Contents
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Omitted, in accordance with the regulatory relief available to smaller reporting companies in SEC Release Nos. 33-10513 and 34-83550.
45
~~Table of Contents~~

ITEM 4. Controls and Procedures

Disclosure Controls and Procedures

Management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act). As of March 31, ~~2022,~~2023, an evaluation was performed under the supervision and with the participation of management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, management concluded that its disclosure controls and procedures ~~as of March 31, 2022~~ were effective in ensuring that material information required to be disclosed in the reports it files with the Commission under the Exchange Act was recorded, processed, summarized, and reported on a timely basis.

For this purpose, the term “disclosure controls and procedures” means controls and other procedures of the Company that are designed to ensure that information required to be disclosed by it in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

46
Table of Contents

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

In the normal course of business, the Company is involved in litigation that is considered incidental to ~~their~~its business. Management does not expect that any such litigation will be material to the ~~Company’s~~Company's consolidated financial condition or results of operations.

ITEM 1A. Risk Factors

In management’s view, the Risk Factors identified in our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022 represent the most significant risks to the ~~Company’s~~Company's future results of operations and financial condition as of ~~March 31, 2022.~~the date of this quarterly report.

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

The following table provides information as to the purchases of the Company’s common stock during the three months ended March 31, ~~2022,~~2023, by the Company or by any affiliated purchaser (as defined in SEC Rule 10b-18). During the monthly periods presented, the Company did not have any publicly announced repurchase plans or programs.

Total Number

Average

Total Number

Average

of Shares

Price Paid

of Shares

Price Paid

For the period:

Purchased(1)

Per Share

Purchased(1)

Per Share

January 1 - January 31

0

$ 0.00

3,193

$ 19.00

February 1 - February 28

0

0.00

0

0.00

March 1 - March 31

4,244

$ 21.75

0

0.00

Total

4,244

$ 21.75

3,193

$ 19.00

~~(1)~~
~~All 4,244~~
(1)     All 3,193 shares were purchased for the account of participants invested in the Company Stock Fund under the Company’s Retirement Savings Plan by or on behalf of the Plan Trustee, the Human Resources Committee of the Bank. Such share purchases were facilitated through CFSG, which provides certain investment advisory services to the Plan. Both the Plan Trustee and CFSG may be considered affiliates of the Company under Rule 10b-18.

47
Table of Contents

ITEM 6. Exhibits

The following exhibits are filed with, or incorporated by reference in, this report:

Exhibit 31.1
Certification from the Chief Executive Officer (Principal Executive Officer) of the Company pursuant to section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2
Certification from the Treasurer (Principal Financial Officer) of the Company pursuant to section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1
Certification from the Chief Executive Officer (Principal Executive Officer) of the Company pursuant to 18 U.S.C., Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002*
Exhibit 32.2
Certification from the Treasurer (Principal Financial Officer) of the Company pursuant to 18 U.S.C., Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002*

Exhibit 101
The following materials from the Company’s Quarterly Report on Form 10-Q for the ~~quarter~~three-months ended March 31, ~~2022~~2023 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) the unaudited consolidated balance sheets, (ii) the unaudited consolidated statements of income for the three-month interim periods ended March 31, ~~2022~~2023 and ~~2021,~~2022, (iii) the unaudited consolidated statements of comprehensive income, (iv) the unaudited consolidated statements of cash flows and (v) related notes.
Exhibit 104
Cover page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

*This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.

48
Table of Contents

SIGNATURES

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

COMMUNITY BANCORP.

~~COMMUNITY BANCORP.~~
DATED: May ~~13, 2022~~
12, 2023
/s/Kathryn M. Austin

Kathryn M. Austin, President

& Chief Executive Officer

(Principal Executive Officer)

DATED: May ~~13, 2022~~
12, 2023
/s/Louise M. Bonvechio

Louise M. Bonvechio, Corporate

Secretary & Treasurer

(Principal Financial Officer)

49
Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the Quarterly Period Ended March 31, ~~2022~~2023

COMMUNITY BANCORP.

EXHIBITS

EXHIBIT INDEX

Exhibit 31.1
Certification from the Chief Executive Officer (Principal Executive Officer) of the Company pursuant to section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2
Certification from the Treasurer (Principal Financial Officer) of the Company pursuant to section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1
Certification from the Chief Executive Officer (Principal Executive Officer) of the Company pursuant to 18 U.S.C., Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002*

Exhibit 32.2
Certification from the Treasurer (Principal Financial Officer) of the Company pursuant to 18 U.S.C., Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002*

Exhibit 101
The following materials from the Company’s Quarterly Report on Form 10-Q for the ~~quarter~~three-months ended March 31, ~~2022~~2023 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) the unaudited consolidated balance sheets, (ii) the unaudited consolidated statements of income for the three-month interim periods ended March 31, ~~2022~~2023 and ~~2021,~~2022, (iii) the unaudited consolidated statements of comprehensive income, (iv) the unaudited consolidated statements of cash flows and (v) related notes.
Exhibit 104
Cover page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.

50

Index
		Page
PART I	FINANCIAL INFORMATION

Item 1	Financial Statements	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3	Quantitative and Qualitative Disclosures About Market Risk	4546
Item 4	Controls and Procedures	46

PART II	OTHER INFORMATION

Item 1	Legal Proceedings	47
Item 1A	Risk Factors	47
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 6	Exhibits	48
	Signatures	49
	Exhibit Index	50

Community Bancorp. and Subsidiary
Consolidated Statements of Comprehensive Income
(Unaudited)	Three Months Ended March 31,
	2022			2021

Net income	$	2,405,542		$	3,025,701

Other comprehensive loss, net of tax:
Unrealized holding loss on securities AFS arising during the period		(11,069,161	)		(1,660,640	)
Tax effect		2,324,524			348,735
Other comprehensive loss, net of tax		(8,744,637	)		(1,311,905	)
Total comprehensive (loss) income	$	(6,339,095	)	$	1,713,796

	Three Months Ended March 31, 2022																		Three Months Ended March 31 2023
					Additional											Total							Additional											Total
	Common		Preferred		paid-in		Retained						Treasury			shareholders’			Common		Preferred		paid-in		Retained						Treasury			shareholders'
	Stock		Stock		capital		earnings			AOCI*			stock			equity			Stock		Stock		capital		earnings			AOCI*			stock			equity

January 1, 2022	$	13,969,848	$	1,500,000	$	35,322,063	$	37,758,105		$	(1,166,971	)	$	(2,622,777	)	$	84,760,268

January 1, 2023																			$	14,119,275	$	1,500,000	$	36,383,235	$	46,464,447		$	(20,667,817	)	$	(2,622,777	)	$	75,176,363
Cumulative change in accounting principle (Note 2)																										(549,113	)								(549,113	)
Balance at January 1, 2023 (as adjusted for																										45,915,334									74,627,250
Change in accounting principle)
Issuance of common stock		35,597				237,086											272,683			43,693				276,184											319,877
Cash dividends declared
Common stock								(1,236,880	)								(1,236,880	)								(1,250,794	)								(1,250,794	)
Preferred stock								(12,188	)								(12,188	)								(28,125	)								(28,125	)
Comprehensive income
Net income								2,405,542									2,405,542									3,338,761									3,338,761
Other comprehensive loss											(8,744,637	)					(8,744,637	)
March 31, 2022	$	14,005,445	$	1,500,000	$	35,559,149	$	38,914,579		$	(9,911,608	)	$	(2,622,777	)	$	77,444,788
Other comprehensive income																													2,672,818						2,672,818
March 31, 2023																			$	14,162,968	$	1,500,000	$	36,659,419	$	47,975,176		$	(17,994,999	)	$	(2,622,777	)	$	79,679,787

	Three Months Ended March 31, 2021																		Three Months Ended March 31 2022
					Additional											Total							Additional											Total
	Common		Preferred		paid-in		Retained						Treasury			shareholders’			Common		Preferred		paid-in		Retained						Treasury			shareholders'
	Stock		Stock		capital		earnings			AOCI*			stock			equity			Stock		Stock		capital		earnings			AOCI*			stock			equity

January 1, 2021	$	13,818,450	$	1,500,000	$	34,309,646	$	29,368,046		$	915,348		$	(2,622,777	)	$	77,288,713
January 1, 2022																			$	13,969,848	$	1,500,000	$	35,322,063	$	37,758,105		$	(1,166,971	)	$	(2,622,777	)	$	84,760,268

Issuance of common stock		42,523				222,256											264,779			35,597				237,086											272,683
Cash dividends declared
Common stock								(1,169,555	)								(1,169,555	)								(1,236,880	)								(1,236,880	)
Preferred stock								(12,188	)								(12,188	)								(12,188	)								(12,188	)
Comprehensive income
Comprehensive loss
Net income								3,025,701									3,025,701									2,405,542									2,405,542
Other comprehensive loss											(1,311,905	)					(1,311,905	)											(8,744,637	)					(8,744,637	)
March 31, 2021	$	13,860,973	$	1,500,000	$	34,531,902	$	31,212,004		$	(396,557	)	$	(2,622,777	)	$	78,085,545
March 31, 2022																			$	14,005,445	$	1,500,000	$	35,559,149	$	38,914,579		$	(9,911,608	)	$	(2,622,777	)	$	77,444,788

Community Bancorp. and Subsidiary
Consolidated Statements of Cash Flows
(Unaudited)	Three Months Ended March 31,						Three Months Ended March 31
	2022			2021			2023			2022

Cash Flows from Operating Activities:
Net income	$	2,405,542		$	3,025,701		$	3,338,761		$	2,405,542
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization, bank premises and equipment		285,202			259,449			276,656			285,202
Provision for loan losses		862,500			267,497
Provision for credit losses								286,526			862,500
Deferred income tax		47,344			16,608			(68,835	)		47,344
Gain on sale of loans		(102,945	)		(114,211	)		(29,331	)		(102,945	)
(Income) loss from CFS Partners		(225,870	)		1,693,014
Income from CFS Partners								(252,051	)		(225,870	)
Amortization of bond premium, net		186,967			95,456			66,815			186,967
Proceeds from sales of loans held for sale		4,425,711			2,145,611			1,637,381			4,725,711
Originations of loans held for sale		(4,229,766	)		(2,435,200	)		(1,608,050	)		(4,529,766	)
Increase in taxes payable		408,593			569,100			778,860			408,593
Increase in interest receivable		(318,578	)		(250,630	)
(Increase) decrease in mortgage servicing rights		(2,374	)		38,280
Decrease (increase) in interest receivable								103,159			(318,578	)
Decrease (increase) in mortgage servicing rights								23,370			(2,374	)
Decrease in right-of-use assets		49,669			49,031			50,321			49,669
Decrease in operating lease liabilities		(51,283	)		(49,198	)		(53,751	)		(51,283	)
Increase in other assets		(173,852	)		(148,665	)		(72,609	)		(173,852	)
Increase in cash surrender value of BOLI		(20,060	)		(21,673	)		(19,615	)		(20,060	)
Amortization of limited partnerships		67,092			90,762			67,128			67,092
Change in net deferred loan fees and costs		(312,318	)		1,076,424			(16,336	)		(312,318	)
Decrease in interest payable		(1,332	)		(12,953	)		(2,485	)		(1,332	)
Decrease in accrued expenses		(567,062	)		(420,431	)		(1,040,367	)		(567,062	)
(Decrease) increase in other liabilities		(24,896	)		3,175
Increase (decrease) in other liabilities								73,186			(24,896	)
Net cash provided by operating activities		2,708,284			5,877,147			3,538,733			2,708,284

Cash Flows from Investing Activities:
Investments - AFS
Maturities, calls, pay downs and sales		4,434,388			4,383,743			3,555,278			4,434,388
Purchases		(19,103,623	)		(27,371,666	)		0			(19,103,623	)
Proceeds from redemption of restricted equity securities		43,500			0			67,800			43,500
Decrease in limited partnership contributions payable		0			(150,000	)
Purchases of restricted equity securities								(92,600	)		0
Investments in limited liability entities								(1,000	)		0
Increase in loans, net		(6,998,537	)		(20,167,317	)		(10,074,935	)		(6,998,537	)
Capital expenditures net of proceeds from sales of bank premises and equipment		(70,686	)		(2,657,300	)
Capital expenditures net of proceeds from sales of bank
premises and equipment								(158,971	)		(70,686	)
Recoveries of loans charged off		11,780			25,314			132,860			11,780
Net cash used in investing activities		(21,683,178	)		(45,937,226	)		(6,571,568	)		(21,683,178	)

ABS:	Asset backed security	~~FASB:~~FDICIA:	~~Financial Accounting Standards Board~~Federal Deposit Insurance Corporation
AFS:	Available-for-sale	~~FDIC:~~	~~Federal Deposit Insurance Corporation~~Improvement Act of 1991
Agency MBS:	MBS issued by a US government agency	FHLBB:	Federal Home Loan Bank of Boston
	or GSE	FHLMC:	Federal Home Loan Mortgage Corporation
~~ALCO:~~ACL:	~~Asset Liability Committee~~Allowance for Credit Losses	FOMC:	Federal Open Market Committee
~~ALL:~~ALCO:	~~Allowance for loan losses~~Asset Liability Committee	FRB:	Federal Reserve Board
~~AOCI:~~ALL:	~~Accumulated other comprehensive income~~Allowance for Loan Losses	FRBB:	Federal Reserve Bank of Boston
~~ASC:~~AOCI:	~~Accounting Standards Codification~~Accumulated other comprehensive income	GAAP:	Generally Accepted Accounting Principles
~~ASU:~~ASC:	Accounting Standards ~~Update~~Codification		in the United States
~~Bancorp:~~ASU:	~~Community Bancorp.~~Accounting Standards Update	GSE:	Government sponsored enterprise
~~Bank:~~Bancorp:	Community ~~National Bank~~Bancorp.	HTM:	Held-to-maturity
~~BIC:~~Bank:	~~Borrower-in-Custody~~Community National Bank	ICS:	Insured Cash Sweeps of the InterFi Network
BIC:	Borrower-in-Custody	IRS:	Internal Revenue Service
Board:	Board of Directors	~~IRS:~~JNE:	~~Internal Revenue Service~~Jobs for New England
BOLI:	Bank owned life insurance	~~JNE:~~Jr:	~~Jobs for New England~~Junior
bp or bps:	Basis point(s)	~~Jr:~~LIBOR	~~Junior~~
~~CARES ACT:~~	~~Coronavirus Aid Relief and Economic~~	~~MBS:~~	~~Mortgage-backed security~~
	~~Security Act~~	~~MSRs:~~	~~Mortgage servicing rights~~
~~CBLR:~~	~~Community Bank Leverage Ratio~~	~~NII:~~	~~Net interest income~~London Interbank Offered Rate
CDARS:	Certificate of Deposit Accounts Registry	~~OAS:~~MBS:	~~Other amortizing~~Mortgage-backed security
	Service of the InterFi Network	~~OCI:~~MSRs:	~~Other comprehensive income (loss)~~Mortgage servicing rights
CDs:	Certificates of deposit	~~OREO:~~NII:	~~Other real estate owned~~Net interest income
CDI:	Core deposit intangible	~~OTTI:~~OAS:	~~Other-than-temporary impairment~~Other amortizing security
CECL:	Current Expected Credit Loss	~~PMI:~~OBS:	~~Private mortgage insurance~~Off-balance sheet
CFSG:	Community Financial Services Group, LLC	~~PPP:~~OCI:	~~Paycheck Protection Program~~Other comprehensive income (loss)
CFS Partners:	Community Financial Services Partners,	~~RD:~~OREO:	~~USDA Rural Development~~Other real estate owned
	LLC	~~SBA:~~OTTI:	~~U.S. Small Business Administration~~Other-than-temporary impairment
CMO	Collateralized Mortgage ~~Obligation~~Obligations	~~SEC:~~PMI:	~~U.S. Securities and Exchange Commission~~Private mortgage insurance
Company:	Community Bancorp. and Subsidiary	~~TDR:~~PPP:	~~Troubled-debt restructuring~~Paycheck Protection Program
COVID-19:	Coronavirus Disease 2019	~~USDA:~~RD:	~~U.S. Department of Agriculture~~USDA Rural Development
CRE:	Commercial Real Estate	~~VA:~~SBA:	U.S. ~~Veterans~~Small Business Administration
DDA or DDAs:	Demand Deposit Account(s)	~~2018~~SEC:	~~Economic Growth, Regulatory Relief~~U.S. Securities and Exchange Commission
DTC:	Depository Trust Company	~~Regulatory~~SOFR:	~~Consumer Protection Act of 2018~~Secured Overnight Financing Rate
DRIP:	Dividend Reinvestment Plan	~~Relief Act:~~TDR:	Troubled-debt restructuring
Exchange Act:	Securities Exchange Act of 1934	USDA:	U.S. Department of Agriculture
FASB:	Financial Accounting Standards Board	VA:	U.S. Veterans Administration
FDIC:	Federal Deposit Insurance Corporation

			Gross		Gross						Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value

March 31, 2022
March 31, 2023
U.S. GSE debt securities	$	12,001,306	$	0	$	764,922	$	11,236,384	$	12,000,000	$	0	$	1,300,086	$	10,699,914
U.S. Government securities		39,497,938		0		1,868,539		37,629,399		41,328,783		0		2,559,714		38,769,069
Taxable Municipal securities		300,000		0		26,323		273,677		300,000		0		57,048		242,952
Tax-Exempt Municipal securities		4,644,229		0		336,281		4,307,948
Tax-exempt Municipal securities										12,026,492		154,266		559,646		11,621,112
Agency MBS		132,398,698		23,491		9,482,071		122,940,118		132,421,042		54,714		17,999,320		114,476,436
ABS and OAS		1,847,185		4,332		22,855		1,828,662		2,686,444		0		164,536		2,521,908
CMO		1,422,549		0		115,921		1,306,628		12,223,050		193		272,673		11,950,570
Other investments		6,190,000		68,665		25,915		6,232,750		2,472,000		0		74,631		2,397,369
Total	$	198,301,905	$	96,488	$	12,642,827	$	185,755,566	$	215,457,811	$	209,173	$	22,987,654	$	192,679,330

	Less than 12 months				12 months or more				Totals						Less than 12 months				12 months or more				Totals
	Fair		Unrealized		Fair		Unrealized		Number of		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Number of		Fair		Unrealized
	Value		Loss		Value		Loss		Securities		Value		Loss		Value		Loss		Value		Loss		Securities		Value		Loss
March 31, 2022
March 31, 2023
U.S. GSE debt securities	$	6,718,245	$	283,061	$	4,518,139	$	481,861		11	$	11,236,384	$	764,922	$	0	$	0	$	10,699,914	$	1,300,086		11	$	10,699,914	$	1,300,086
U.S. Government securities		37,629,399		1,868,539		0		0		52		37,629,399		1,868,539		0		0		38,769,069		2,559,714		54		38,769,069		2,559,714
Taxable Municipal securities		273,677		26,323		0		0		1		273,677		26,323		0		0		242,952		57,048		1		242,952		57,048
Tax-Exempt Municipal securities		4,307,948		336,281		0		0		9		4,307,948		336,281
Tax-exempt Municipal securities																1,536,169		13,862		4,587,518		545,784		13		6,123,687		559,646
Agency MBS		91,645,963		6,483,880		29,071,931		2,998,191		106		120,717,894		9,482,071		6,599,945		162,379		103,573,217		17,836,941		119		110,173,162		17,999,320
ABS and OAS		1,277,498		22,855		0		0		2		1,277,498		22,855		1,192,731		61,720		1,329,177		102,816		4		2,521,908		164,536
CMO		449,231		29,845		857,397		86,076		3		1,306,628		115,921		9,000,364		179,637		996,979		93,036		9		9,997,343		272,673
Other investments		470,085		25,915		0		0		2		470,085		25,915		1,954,018		21,982		443,351		52,649		10		2,397,369		74,631
Total	$	142,772,046	$	9,076,699	$	34,447,467	$	3,566,128		186	$	177,219,513	$	12,642,827	$	20,283,227	$	439,580	$	160,642,177	$	22,548,074		221	$	180,925,404	$	22,987,654

	Three Months Ended
	March 31,
	2023		2022
Provision for credit losses on loans		207,540		862,500
Provision for credit losses on OBS credit exposure		78,986		0
Provision for credit losses		286,526		862,500

												Residential		Residential
	Commercial						Commercial					Real Estate		Real Estate
	& Industrial			Purchased			Real Estate			Municipal		1st Lien		Jr Lien			Consumer			Unallocated			Total

ACL beginning balance	$	1,116,322		$	53,090		$	5,061,813		$	62,339	$	2,001,836	$	241,950		$	69,686		$	102,189		$	8,709,225
Impact of adopting CECL		(164,116	)		(29,196	)		(22,467	)		24,244		273,168		297,745			(33,813	)		(102,189	)		243,376
Charge-offs		(11,577	)		0			0			0		0		0			(25,254	)		0			(36,831	)
Recoveries		1,374			0			22,000			0		72,326		25,548			11,612			0			132,860
Provision (credit)		73,635			(3,693	)		124,810			4,602		48,779		(48,595	)		8,002			0			207,540
ACL ending balance	$	1,015,638		$	20,201		$	5,186,156		$	91,185	$	2,396,109	$	516,648		$	30,233		$	0		$	9,256,170

			90 Days		Total						Non-Accrual		90 Days or More and				90 Days		Total
March 31, 2022	30-89 Days		or More		Past Due		Current		Total Loans		Loans		Accruing
March 31, 2023															30-89 Days		or More		Past Due		Current		Total Loans

Commercial & industrial	$	233,764	$	141,700	$	375,464	$	121,097,693	$	121,473,157	$	222,236	$	0	$	0	$	3,229,266	$	3,229,266	$	115,669,015	$	118,898,281
Purchased																0		0		0		6,697,965		6,697,965
Commercial real estate		1,546,310		1,640,382		3,186,692		305,125,042		308,311,734		3,708,593		0		1,326,520		565,347		1,891,867		360,244,549		362,136,416
Municipal		0		0		0		48,660,440		48,660,440		0		0		0		0		0		36,473,847		36,473,847
Residential real estate
- 1st lien		1,221,885		611,883		1,833,768		179,776,526		181,610,294		1,343,723		561,440
- Jr lien		82,115		93,374		175,489		32,891,500		33,066,989		140,411		93,374
Residential real estate - 1st lien																1,291,368		409,273		1,700,641		197,333,087		199,033,728
Residential real estate - Jr lien																160,470		64,883		225,353		31,676,142		31,901,495
Consumer		4,028		0		4,028		3,166,540		3,170,568		0		0		17,689		0		17,689		3,427,291		3,444,980
Totals	$	3,088,102	$	2,487,339	$	5,575,441	$	690,717,741	$	696,293,182	$	5,414,963	$	654,814	$	2,796,047	$	4,268,769	$	7,064,816	$	751,521,896	$	758,586,712

							90 Days or
	Nonaccrual		Nonaccrual		Total		More and
March 31, 2023	with an ACL		with No ACL		Nonaccrual		Accruing

Commercial & industrial	$	0	$	3,875,801	$	3,875,801	$	0
Purchased		0		0		0		0
Commercial real estate		692,600		2,369,614		3,062,214		0
Municipal		0		0		0		0
Residential real estate - 1st lien		167,159		1,246,617		1,413,776		175,981
Residential real estate - Jr lien		0		128,563		128,563		0
Consumer		0		0		0		0
Totals	$	859,759	$	7,620,595	$	8,480,354	$	175,981

	Number of loans		Balance

March 31, 2022		4	$	153,054
December 31, 2021		5		195,082

	As of March 31, 2022
			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
	Investment(1)		Balance		Allowance		Investment(1)(2)		Recognized(2)

Related allowance recorded
Residential real estate
1st lien	$	1,113,112	$	1,129,082	$	115,614	$	907,849	$	14,387
Jr lien		0		0		0		0		51
Total with related allowance		1,113,112		1,129,082		115,614		907,849		14,438

No related allowance recorded
Commercial & industrial		222,236		261,011				157,799		204
Commercial real estate		3,713,309		4,861,145				4,133,691		1,670
Residential real estate
1st lien		2,836,069		3,845,577				2,943,358		42,714
Jr lien		85,697		131,069				87,133		37
Total with no related allowance		6,857,311		9,098,802				7,321,981		44,625

Total impaired loans	$	7,970,423	$	10,227,884	$	115,614	$	8,229,830	$	59,063

~~(1)~~	~~Recorded investment in impaired loans as of March 31, 2022 includes accrued interest receivable of $38,479.~~
~~(2)~~	~~For the three months ended March 31, 2022.~~

	As of December 31, 2021
			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
	Investment(1)		Balance		Allowance		Investment(1)(2)		Recognized(2)

Related allowance recorded
Residential real estate
1st lien	$	702,586	$	716,118	$	79,978	$	858,124	$	60,769
Jr lien		0		0		0		3,452		243
Total with related allowance		702,586		716,118		79,978		861,576		61,012

No related allowance recorded
Commercial & industrial		93,362		115,414				290,181		204
Commercial real estate		4,554,074		5,108,557				2,747,193		120,996
Residential real estate
1st lien		3,050,647		4,076,352				3,331,971		205,514
Jr lien		88,570		132,802				124,803		186
Total with no related allowance		7,786,653		9,433,125				6,494,148		326,900

Total impaired loans	$	8,489,239	$	10,149,243	$	79,978	$	7,355,724	$	387,912

	Business		Commercial		Residential
	Assets (1)		Real Estate		Real Estate		Total
Commercial	$	1,777,018					$	1,777,018
Commercial real estate				776,329				776,329
Residential real estate - 1st lien						326,922		326,922
Total collateral-dependent loans	$	1,777,018	$	776,329	$	326,922	$	2,880,268

	As of December 31, 2022
				Unpaid
	Recorded			Principal		Related
	Investment(1)			Balance		Allowance

Related allowance recorded
Commercial & industrial	$	452,963		$	462,745	$	2,322
Residential real estate – 1st lien		1,041,730			1,073,350		106,280
Total with related allowance		1,494,693			1,536,095		108,602

No related allowance recorded			��
Commercial & industrial		2,989,161			3,078,769
Commercial real estate		3,176,962			3,671,196
Residential real estate - 1st lien		2,785,669			3,805,682
Residential real estate - Jr lien		77,419			126,250
Total with no related allowance		9,029,211			10,681,897

Total impaired loans	$	10,523,904		$	12,217,992	$	108,602

	As of March 31, 2021
			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
	Investment(1)		Balance		Allowance		Investment(1)(2)		Recognized(2)

Related allowance recorded
Residential real estate
1st lien	$	1,159,129	$	1,196,306	$	119,306	$	1,029,855	$	18,650
Jr lien		4,466		4,463		255		4,622		117
Total with related allowance		1,163,595		1,200,769		119,561		1,034,477		18,767

No related allowance recorded
Commercial & industrial		420,975		485,396				417,620		204
Commercial real estate		1,645,921		2,103,732				1,794,967		2,044
Residential real estate
1st lien		3,269,662		4,132,986				3,529,314		46,958
Jr lien		138,870		180,547				134,574		0
Total with no related allowance		5,475,428		6,902,661				5,876,475		49,206

Total impaired loans	$	6,639,023	$	8,103,430	$	119,561	$	6,910,952	$	67,973

As of March 31, 2023													Revolving		Revolving
(In thousands)													Loans		Loans
													Amortized		Converted
	2023		2022		2021		2020		2019		Prior		Cost Basis		to Term		Total

Commercial:
Pass	$	5,305	$	23,235	$	16,023	$	3,648	$	5,225	$	6,797	$	46,878	$	0	$	107,111
Special mention		0		134		959		248		0		68		5,627		0		7,036
Substandard/Doubtful		0		398		0		277		307		1,549		2,220		0		4,751
Total commercial	$	5,305	$	23,767	$	16,982	$	4,173	$	5,532	$	8,414	$	54,725	$	0	$	118,898

Current period gross charge-offs	$	0	$	12	$	0	$	0	$	0	$	0	$	0	$	0	$	12

Purchased:
Pass	$	169	$	103	$	1,990	$	1,707	$	2,729	$	0	$	0	$	0	$	6,698
Total purchased	$	169	$	103	$	1,990	$	1,707	$	2,729	$	0	$	0	$	0	$	6,698

Commercial Real Estate:
Pass	$	10,897	$	94,652	$	40,651	$	51,252	$	36,336	$	96,120	$	22,309	$	0	$	352,217
Special mention		0		383		1,512		0		0		1,616		0		0		3,511
Substandard/Doubtful		0		0		0		1,675		1,422		2,524		788		0		6,409
Total commercial real estate	$	10,897	$	95,035	$	42,163	$	52,927	$	37,758	$	100,260	$	23,097	$	0	$	362,137

Municipal:
Pass	$	3,514	$	10,020	$	3,598	$	5,332	$	682	$	11,766	$	1,562	$	0	$	36,474
Total municipal	$	3,514	$	10,020	$	3,598	$	5,332	$	682	$	11,766	$	1,562	$	0	$	36,474

Residential real estate - 1st lien:
Pass	$	6,828	$	40,869	$	44,113	$	34,995	$	11,024	$	57,324	$	1,445	$	0	$	196,598
Substandard/Doubtful		0		0		0		1,867		42		527		0		0		2,436
Total residential real estate - 1st lien	$	6,828	$	40,869	$	44,113	$	36,862	$	11,066	$	57,851	$	1,445	$	0	$	199,034

Residential real estate - Jr lien:
Pass	$	77	$	2,024	$	420	$	638	$	689	$	1,356	$	24,869	$	1,794	$	31,867
Substandard/Doubtful		0		0		0		0		0		34		0		0		34
Total residential real estate - Jr lien	$	77	$	2,024	$	420	$	638	$	689	$	1,390	$	24,869	$	1,794	$	31,901

Consumer
Pass	$	697	$	1,362	$	656	$	395	$	208	$	127	$	0	$	0	$	3,445
Total consumer	$	697	$	1,362	$	656	$	395	$	208	$	127	$	0	$	0	$	3,445

Current period gross charge-offs	$	0	$	8	$	0	$	0	$	0	$	17	$	0	$	0	$	25

Total Loans	$	27,487	$	173,180	$	109,922	$	102,034	$	58,664	$	179,808	$	105,698	$	1,794	$	758,587

	·	Reduced accrued interest;
	·	Reduced the original contractual interest rate to a rate that is below the current market rate for the borrower;
	·	Converted a variable-rate loan to a fixed-rate loan;
	·	Extended the term of the loan beyond an insignificant delay;
	·	Deferred or forgiven principal in an amount greater than three months of payments;
	·	Performed a refinancing and deferred or forgiven principal on the original loan;
	·	Capitalized protective advance to pay delinquent real estate taxes; or
	·	Capitalized delinquent accrued interest.

	Year ended December 31, 2021
			Pre-		Post-
			Modification		Modification
			Outstanding		Outstanding
	Number of		Recorded		Recorded
	Contracts		Investment		Investment

Commercial & industrial		1	$	41,751	$	41,751
Commercial real estate		2		3,153,402		3,153,402
Residential real estate – 1st lien		1		67,007		67,007
		4	$	3,262,160	$	3,262,160

Level 1	Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market, as well as U.S. Treasury and other U.S. Government debt securities that are highly liquid and are actively traded in over-the-counter markets.

Level 2	Observable inputs other than Level 1 prices such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes MSRs, collateral-dependent impaired loans and OREO.

Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

	March 31,		December 31,
Assets: (market approach)	2022		2021

Level 1
U.S. Government securities	$	37,629,399	$	32,041,041

Level 2
U.S. GSE debt securities	$	11,236,384	$	11,828,498
Taxable Municipal securities		273,677		298,733
Tax-Exempt Municipal securities		4,307,948		831,379
Agency MBS		122,940,118		127,132,521
ABS and OAS		1,828,662		2,214,024
CMO		1,306,628		1,420,458
Other investments		6,232,750		6,575,805
Level 2 Total	$	148,126,167	$	150,301,418

Grand Total	$	185,755,566	$	182,342,459

December 31, 2021			Fair		Fair		Fair		Fair
December 31, 2022													Fair		Fair		Fair		Fair
	Carrying		Value		Value		Value		Value		Carrying		Value		Value		Value		Value
	Amount		Level 1		Level 2		Level 3		Total		Amount		Level 1		Level 2		Level 3		Total
	(Dollars in Thousands)										(Dollars in Thousands)
Financial assets:
Cash and cash equivalents	$	110,359	$	110,359	$	0	$	0	$	110,359	$	71,140	$	71,140	$	0	$	0	$	71,140
Debt securities AFS		182,342		32,041		150,301		0		182,342		192,918		38,232		154,686		0		192,918
Restricted equity securities		1,434		0		1,434		0		1,434		1,412		0		1,412		0		1,412
Loans and loans held-for-sale, net of ALL
Loans and loans held-for-sale, net of ACL
Commercial & industrial		119,382		0		0		120,146		120,146		111,792		0		0		109,534		109,534
Purchased												7,476		0		0		7,119		7,119
Commercial real estate		296,528		0		29		297,339		297,368		351,738		0		29		340,254		340,283
Municipal		47,841		0		0		49,419		49,419		34,566		0		0		34,558		34,558
Residential real estate - 1st lien		180,271		0		149		180,302		180,451		197,281		0		65		180,879		180,944
Residential real estate - Jr lien		34,151		0		0		34,189		34,189		33,510		0		0		33,218		33,218
Consumer		4,406		0		0		4,436		4,436		3,970		0		0		3,949		3,949
MSRs (1)		898		0		995		0		995		863		0		1,287		0		1,287
Accrued interest receivable		2,401		0		2,401		0		2,401		3,214		0		3,214		0		3,214

Financial liabilities:
Deposits
Other deposits		879,151		0		879,545		0		879,545		922,723		0		918,882		0		918,882
Brokered deposits		249		0		246		0		246		249		0		225		0		225
Long-term borrowings		1,300		0		1,179		0		1,179		1,300		0		1,025		0		1,025
Repurchase agreements		32,610		0		32,610		0		32,610		33,078		0		33,078		0		33,078
Operating lease obligations		864		0		864		0		864		658		0		658		0		658
Finance lease obligations		3,858		0		3,858		0		3,858		3,645		0		3,645		0		3,645
Subordinated debentures		12,887		0		12,868		0		12,868		12,887		0		12,740		0		12,740
Accrued interest payable		59		0		59		0		59		74		0		74		0		74

	Three Months Ended			Year Ended			Three Months Ended			Year Ended
	March 31, 2022			December 31, 2021			March 31, 2023			December 31, 2022

Balance at beginning of year	$	897,720		$	922,146		$	862,593		$	897,720
MSRs capitalized		45,304			147,328			15,814			120,629
MSRs amortized		(42,930	)		(225,404	)		(39,184	)		(155,756	)
Change in valuation allowance		0			53,650			0			0
Balance at end of period	$	900,094		$	897,720		$	839,223		$	862,593

	·	interest rates change in such a way as to negatively affect loan demand, the local economy or the Company's net income, asset valuations or margins;
	·	general economic or business conditions, either nationally, regionally or locally, deteriorate, resulting in a decline in credit quality or a diminished demand for the ~~Company’s~~Company's products and services;
	·	~~competitive pressures increase among financial service providers in~~the impact of inflation and slowing economic growth on the Company’s ~~northern New England market area or in the~~customers and on its financial ~~services industry generally, including competitive pressures from non-bank financial service providers, from increasing consolidation~~results and ~~integration of financial service providers, and from changes in technology and delivery systems;~~performance;
	·	changes in the United States monetary and fiscal policies, including the interest ~~rates change in such a way as to negatively affect~~rate policies of the ~~Company’s net income, asset valuations or margins;~~FRB and its regulation of the money supply;
	·	changes in applicable accounting policies, practices and standards;
	·	the geographic concentration of the Company’s loan portfolio and deposit base;
	·	the planned phase out of three month LIBOR by June 30, 2023, which could adversely affect the Company’s interest costs in future periods on its $12,887,000 in principal amount of Junior Subordinated Debentures due December 12, 2037, which currently bear interest at a variable rate, adjusted quarterly, equal to 3-month LIBOR, plus 2.85%;
	·	reductions in deposit levels, which necessitate increased borrowings to fund loans and sale of investment securities;
	·	increases in the level of nonperforming assets and charge-offs;
	·	changes in federal or state tax laws or policy;
	·	changes in laws or government rules, including the rules of the federal Consumer Financial Protection Bureau, or the way in which courts or government agencies interpret or implement those laws or rules, increase our costs of doing business, causing us to limit or change our product offerings or pricing, or otherwise adversely affect the ~~Company’s~~Company's business;
	·	~~changes in federal or state tax laws or policy;~~
	·	~~changes in the level of nonperforming assets and charge-offs;~~
	·	changes in applicable accounting policies, practices and standards, including, without limitation, implementation of pending changes to the measurement of credit losses in financial statements under U.S. GAAP pursuant to the CECL model;
	·	~~changes in consumer and business spending, borrowing and savings habits;~~
	·	~~reductions in deposit levels, which necessitate increased borrowings to fund loans and investments;~~
	·	~~the geographic concentration of the Company’s loan portfolio and deposit base;~~
	·	~~losses due to the fraudulent or negligent conduct of third parties, including the Company’s service providers, customers and employees;~~

	·	regulatory responses to recent high profile bank failures increase our costs of operation, including through regulatory compliance changes and higher FDIC deposit insurance assessments to replenish the Bank Insurance Fund (BIF);
	·	competitive pressures increase among financial service providers in the Company's northern New England market area or in the financial services industry generally, including competitive pressures from non-bank financial service providers, from increasing consolidation and integration of financial service providers, and from changes in technology and delivery systems;
	·	cybersecurity risks could adversely affect the Company’s business, financial performance or reputation and could result in financial liability for losses incurred by customers or others due to data breaches or other compromise of the Company’s information security systems;
	·	higher-than-expected costs are incurred relating to information technology or difficulties arise in implementing technological enhancements;
	·	management’s risk management measures may not be completely effective;
	·	changes in ~~the United States monetary~~consumer and ~~fiscal policies, including the interest rate policies of the FRB~~business spending, borrowing and ~~its regulation of the money supply;~~
	·	~~adverse changes in the credit rating of U.S. government debt;~~
	·	the planned phase out of three month LIBOR by June 30, 2023, which could adversely affect the Company’s interest costs in future periods on its $12,887,000 in principal amount of Junior Subordinated Debentures due December 12, 2037, which currently bear interest at a variable rate, adjusted quarterly, equal to 3-month LIBOR, plus 2.85%;
	·	continuing the effects of COVID-19 and emerging variants of the virus on our Company, the communities where we have branches and loan production offices, the State of Vermont and the national and global economies and overall stability of the financial markets;
	·	~~the continuing effects of government and regulatory responses to the COVID-19 pandemic;~~savings habits;
	·	operational and internal system failures due to changes in normal business practices, including remote working for Company staff;
	·	increased cybercrime and payment system risk due to ~~increase~~increased usage by customers of online, mobile and other remote banking channels;
	·	~~the impact of inflation on the Company’s customers and on its financial results and performance; and~~
	·	the ongoing challenges to find qualified workers to maintain a stable ~~workforce.~~workforce;
	·	losses due to the fraudulent or negligent conduct of third parties, including the Company’s service providers, customers and employees; and
	·	adverse changes in the credit rating of U.S. government debt.

	·	the ~~ALL;~~ACL;
	·	OREO;
	·	~~OTTI of~~credit losses on debt securities;
	·	valuation of residential MSRs; and
	·	the carrying value of goodwill.

	(1)	Included in ~~gross~~net loans are non-accrual loans with average balances of ~~$5,736,827~~$8,220,394 and ~~$4,087,346~~$5,736,827 for the three months ended March 31 ~~2022~~2023 and ~~2021,~~2022, respectively. Loans are stated ~~before deduction~~net of unearned discount and ~~ALL, less~~ACL, and include loans held-for-sale and ~~include~~ tax-exempt loans to local municipalities with average balances of ~~$49,022,025~~$35,177,595 and ~~$52,232,117~~$49,022,025 for the three months ended March 31 ~~2022~~2023 and ~~2021,~~2022, respectively.

	(2)	Included in other investments is the Company’s FHLBB Stock with average balances of ~~$714,250~~$713,330 and ~~$768,400,~~$714,250, respectively, with a dividend rate of approximately ~~2.66%~~6.67% and ~~1.54%~~2.66%, respectively, for the three months ended March 31 ~~2022~~2023 and ~~2021,~~2022, respectively.

	(3)	Net interest spread is the difference between the average yield on average interest-earning assets and the average rate paid on average interest-bearing liabilities.

	(4)	Net interest margin is net interest income divided by average earning assets.