First Keystone (FKYS) 10-Q 2023 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 September 30, 2023

or

☐ 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: 000-21344

FIRST KEYSTONE CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania	23-2249083
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

111 West Front Street, Berwick, PA	18603
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (570) 752-3671

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 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “small 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 7(a)(2)(B) of the Exchange Act. ☐

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common stock	FKYS	OTC: Pink

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date:

Common Stock, $2 Par Value, 6,091,161 shares as of November 3, 2023.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

FIRST KEYSTONE CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

	(Unaudited)
(Dollars in thousands, except share and per share data)	September 30,		December 31,
	2023		2022
ASSETS
Cash and due from banks	$	10,537	$	9,441
Interest-bearing deposits in other banks		2,100		1,297
Total cash and cash equivalents		12,637		10,738
Debt securities available-for-sale, at fair value		333,177		373,444
Marketable equity securities, at fair value		1,389		1,699
Restricted investment in bank stocks, at cost		7,017		7,136
Loans		881,038		858,398
Loans held for sale		—		71
Allowance for credit losses		(6,817)		(8,274)
Net loans		874,221		850,195
Premises and equipment, net		19,723		19,024
Operating lease right-of-use assets		1,498		1,541
Accrued interest receivable		4,615		4,391
Cash surrender value of bank owned life insurance		25,848		25,389
Investments in low-income housing partnerships		5,971		3,763
Goodwill		19,133		19,133
Deferred income taxes		10,506		9,129
Other assets		3,979		3,612
TOTAL ASSETS	$	1,319,714	$	1,329,194
LIABILITIES
Deposits:
Non-interest bearing	$	225,303	$	231,754
Interest bearing		767,000		761,745
Total deposits		992,303		993,499
Short-term borrowings		154,776		153,418
Long-term borrowings		22,000		25,000
Subordinated debentures		25,000		25,000
Operating lease liabilities		1,998		2,029
Accrued interest payable		1,660		563
Other liabilities		6,956		9,299
TOTAL LIABILITIES		1,204,693		1,208,808
STOCKHOLDERS’ EQUITY
Preferred stock, par value $2.00 per share; authorized 1,000,000 shares as of September 30, 2023 and December 31, 2022; issued 0 as of September 30, 2023 and December 31, 2022		—		—
Common stock, par value $2.00 per share; authorized 20,000,000 shares as of September 30, 2023 and December 31, 2022; issued 6,322,772 as of September 30, 2023 and 6,250,763 as of December 31, 2022; outstanding 6,091,161 as of September 30, 2023 and 6,019,152 as of December 31, 2022		12,646		12,502
Surplus		43,619		42,439
Retained earnings		100,184		100,712
Accumulated other comprehensive loss		(35,719)		(29,558)
Treasury stock, at cost, 231,611 shares as of September 30, 2023 and December 31, 2022		(5,709)		(5,709)
TOTAL STOCKHOLDERS’ EQUITY		115,021		120,386
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,319,714	$	1,329,194

See accompanying notes to consolidated financial statements.

2

FIRST KEYSTONE CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Dollars in thousands, except per share data)	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
INTEREST INCOME
Interest and fees on loans	$	10,961	$	8,986	$	31,251	$	25,648
Interest and dividend income on securities:
Taxable		2,842		1,960		8,543		5,247
Tax-exempt		259		842		870		2,527
Dividends		20		19		44		43
Dividend income on restricted investment in bank stocks		151		88		477		158
Interest on interest-bearing deposits in other banks		4		2		10		14
Total interest income		14,237		11,897		41,195		33,637
INTEREST EXPENSE
Interest on deposits		4,656		1,350		11,540		2,741
Interest on short-term borrowings		2,299		620		6,648		830
Interest on long-term borrowings		125		135		391		493
Interest on subordinated debt		273		273		820		817
Total interest expense		7,353		2,378		19,399		4,881
Net interest income		6,884		9,519		21,796		28,756
(Credit) provision for credit losses		(370)		219		(336)		656
Net interest income after (credit) provision for credit losses		7,254		9,300		22,132		28,100
NON-INTEREST INCOME
Trust department		231		236		709		754
Service charges and fees		556		573		1,652		1,631
Increase in cash surrender value of life insurance		157		151		459		447
ATM fees and debit card income		556		531		1,654		1,598
Net gains (losses) on sales of mortgage loans		10		(4)		44		(38)
Net securities losses		(87)		(50)		(212)		(181)
Other		53		56		161		185
Total non-interest income		1,476		1,493		4,467		4,396
NON-INTEREST EXPENSE
Salaries and employee benefits		4,020		3,677		12,139		10,693
Occupancy, net		524		467		1,611		1,437
Furniture and equipment expense		160		137		468		439
Computer expense		418		373		1,187		1,101
Professional services		336		295		1,117		963
Pennsylvania shares tax		189		312		671		960
FDIC insurance, net		175		116		529		373
ATM and debit card fees		283		274		868		644
Data processing fees		544		205		1,213		714
Advertising		152		96		380		286
Other		619		759		2,147		2,212
Total non-interest expense		7,420		6,711		22,330		19,822
Income before income tax expense		1,310		4,082		4,269		12,674
Income tax expense		27		578		490		1,805
NET INCOME	$	1,283	$	3,504	$	3,779	$	10,869
PER SHARE DATA
Net income per share:
Basic	$	0.21	$	0.58	$	0.62	$	1.82
Diluted		0.21		0.58		0.62		1.82
Dividends per share		0.28		0.28		0.84		0.84

See accompanying notes to consolidated financial statements.

3

FIRST KEYSTONE CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

(Dollars in thousands)	Three Months Ended
	September 30,
	2023		2022
Net income	$	1,283	$	3,504
Other comprehensive loss:
Unrealized net holding losses on debt securities available-for-sale arising during the period, net of income taxes of $(1,711) and $(3,243), respectively		(6,437)		(12,204)
Fair value adjustment on derivatives		234		—
Total other comprehensive loss		(6,203)		(12,204)
Total Comprehensive Loss	$	(4,920)	$	(8,700)

(Dollars in thousands)	Nine Months Ended
	September 30,
	2023		2022
Net income:	$	3,779	$	10,869
Other comprehensive loss:
Unrealized net holding losses on debt securities available-for-sale arising during the period, net of income taxes of $(1,679) and $(10,688), respectively		(6,317)		(40,209)
Less reclassification adjustment for net gains included in net income, net of income taxes of $(21) and $(6), respectively (a) (b)		(78)		(21)
Fair value adjustment on derivatives		234		—
Total other comprehensive loss		(6,161)		(40,230)
Total Comprehensive Loss	$	(2,382)	$	(29,361)

______________________________

(a) Gross amounts are included in net securities losses on the consolidated statements of income in non-interest income.

(b) Income tax amounts are included in income tax expense on the consolidated statements of income.

See accompanying notes to consolidated financial statements.

4

FIRST KEYSTONE CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Unaudited)

								Accumulated
(Dollars in thousands, except								Other				Total
per share data)	Common Stock					Retained		Comprehensive		Treasury		Stockholders’
	Shares	Amount		Surplus		Earnings		Loss		Stock		Equity
Balance at January 1, 2023	6,250,763	$	12,502	$	42,439	$	100,712	$	(29,558)	$	(5,709)	$	120,386
Cumulative effect of adoption of ASU No. 2016-13							768						768
Net income							1,357						1,357
Other comprehensive income, net of taxes									3,778				3,778
Issuance of common stock under dividend reinvestment plan	20,787		41		381								422
Dividends - $0.28 per share							(1,685)						(1,685)
Balance at March 31, 2023	6,271,550	$	12,543	$	42,820	$	101,152	$	(25,780)	$	(5,709)	$	125,026
Net Income							1,139						1,139
Other comprehensive loss, net of taxes									(3,736)				(3,736)
Issuance of common stock under dividend reinvestment plan	24,833		50		397								447
Dividends - $0.28 per share							(1,691)						(1,691)
Balance at June 30, 2023	6,296,383	$	12,593	$	43,217	$	100,600	$	(29,516)	$	(5,709)	$	121,185
Net Income							1,283						1,283
Other comprehensive loss, net of taxes									(6,203)				(6,203)
Issuance of common stock under dividend reinvestment plan	26,389		53		402								455
Dividends - $0.28 per share							(1,699)						(1,699)
Balance at September 30, 2023	6,322,772	$	12,646	$	43,619	$	100,184	$	(35,719)	$	(5,709)	$	115,021

5

								Accumulated
(Dollars in thousands, except								Other				Total
per share data)	Common Stock					Retained		Comprehensive		Treasury		Stockholders’
	Shares	Amount		Surplus		Earnings		Loss		Stock		Equity
Balance at January 1, 2022	6,178,835	$	12,358	$	40,940	$	93,378	$	7,588	$	(5,709)	$	148,555
Net income							3,543						3,543
Other comprehensive loss, net of taxes									(17,282)				(17,282)
Issuance of common stock under dividend reinvestment plan	16,297		32		372								404
Dividends - $0.28 per share							(1,665)						(1,665)
Balance at March 31, 2022	6,195,132	$	12,390	$	41,312	$	95,256	$	(9,694)	$	(5,709)	$	133,555
Net Income							3,822						3,822
Other comprehensive loss, net of taxes									(10,744)				(10,744)
Issuance of common stock under dividend reinvestment plan	17,840		36		379								415
Dividends - $0.28 per share							(1,669)						(1,669)
Balance at June 30, 2022	6,212,972	$	12,426	$	41,691	$	97,409	$	(20,438)	$	(5,709)	$	125,379
Net Income							3,504						3,504
Other comprehensive loss, net of taxes									(12,204)				(12,204)
Issuance of common stock under dividend reinvestment plan	19,084		38		381								419
Dividends - $0.28 per share							(1,675)						(1,675)
Balance at September 30, 2022	6,232,056	$	12,464	$	42,072	$	99,238	$	(32,642)	$	(5,709)	$	115,423

See accompanying notes to consolidated financial statements.

6

FIRST KEYSTONE CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Unaudited)

(Dollars in thousands)	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	3,779	$	10,869
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
(Credit) provision for credit losses		(336)		656
Provision (credit) for credit losses on unfunded commitments		17		(101)
Depreciation and amortization		713		792
Net premium amortization on securities		1,196		2,346
Deferred income tax expense (benefit)		118		(164)
Common stock issued		1,308		1,222
Net (gains) losses on sales of mortgage loans		(44)		38
Proceeds from sales of mortgage loans originated for sale		1,764		4,426
Originations of mortgage loans originated for sale		(1,650)		(7,245)
Net securities losses		212		181
Increase in accrued interest receivable		(224)		(118)
Increase in cash surrender value of bank owned life insurance		(459)		(447)
Net losses on disposals of premises and equipment		11		11
Increase in other assets		—		(85)
Amortization of investment in low-income housing partnerships		158		173
Increase in accrued interest payable		1,097		322
Decrease in other liabilities		(4,848)		(262)
NET CASH PROVIDED BY OPERATING ACTIVITIES		2,812		12,614
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of equity securities and debt securities available-for-sale		23,230		170
Proceeds from maturities and redemptions of debt securities available-for-sale		29,147		36,400
Purchases of debt securities available-for-sale		(19,040)		(38,324)
Net decrease in time deposits with other banks		—		247
Net change in restricted investment in bank stocks		119		(2,489)
Net increase in loans		(22,641)		(90,178)
Purchase of premises and equipment		(1,442)		(445)
Purchase of investment in real estate venture		(2,366)		(1,548)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		7,007		(96,167)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in deposits		(1,196)		(19,660)
Net increase in short-term borrowings		1,358		67,371
Repayment of finance lease obligations		(7)		(7)
Repayment of long-term borrowings		(3,000)		(10,000)
Dividends paid		(5,075)		(5,009)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(7,920)		32,695
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		1,899		(50,858)
CASH AND CASH EQUIVALENTS, BEGINNING		10,738		61,338
CASH AND CASH EQUIVALENTS, ENDING	$	12,637	$	10,480
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	18,302	$	4,559
Income taxes paid		294		1,486
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES
Purchased securities settling after year-end		2,262		—
Loans transferred from held for sale to held for investment portfolio		—		(7,900)
Common stock subscription receivable		16		16
Right-of-use assets obtained in exchange for lease liabilities		33		35

See accompanying notes to consolidated financial statements.

7

FIRST KEYSTONE CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 ― BASIS OF PRESENTATION, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND SUBSEQUENT EVENTS

The consolidated financial statements include the accounts of First Keystone Corporation (the “Corporation”) and its wholly owned subsidiary First Keystone Community Bank (the “Bank”) (collectively the “Company”). All significant intercompany accounts and transactions have been eliminated.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included. Operating results for the three and nine months ended September 30, 2023, are not necessarily indicative of the results for the year ending December 31, 2023. For further information, refer to the consolidated financial statements and notes thereto included in First Keystone Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022.

Subsequent Events

The Company has evaluated events and transactions occurring subsequent to the consolidated balance sheet date of September 30, 2023 for items that should potentially be recognized or disclosed in these consolidated financial statements. The evaluation was conducted through the date these consolidated financial statements were issued.

NOTE 2 ― RECENT ACCOUNTING STANDARDS UPDATES (“ASU”)

Adopted ASUs:

In January of 2023, the Corporation adopted ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 required financial assets measured at amortized cost to be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The Corporation took steps to prepare for the implementation over the past several years, such as: forming an internal committee, gathering pertinent data, consulting with outside professionals, subscribing to a new software system, and running existing and new methodologies concurrently through the period of implementation. The Corporation also completed a data and model validation analysis and prepared policies related to the adoption process. The Corporation adopted the ASU’s provisions using the modified retrospective method and evaluated the impact the current expected credit loss (“CECL”) model had on the accounting for credit losses, and recognized a one-time, cumulative-effect adjustment to retained earnings at the beginning of the first reporting period in which the new standard became effective. The cumulative-effect adjustment resulted in an increase to retained earnings of $768,000, an additional reserve for unfunded commitments of $147,000, a decrease in the allowance for credit losses of $1,119,000, and a decrease in deferred tax assets of $204,000, as outlined in the table on the next page. There was no impact on the securities portfolio upon adoption. This adoption method is considered a change in accounting principle requiring additional disclosure of the nature of and reason for the change, which is solely a result of the adoption of the required standard.

8

		January 1, 2023
		As Reported Under ASU 2016-13		Pre- ASU 2016-13 Adoption		Impact of ASU 2016-13 Adoption
Assets:
Allowance For Credit Losses	$	(7,155)	$	(8,274)	$	1,119
Deferred Income Taxes		8,925		9,129		(204)	A
Liabilities:
Other Liabilities		9,446		9,299		147	B
Equity:
Retained Earnings		101,480		100,712		768	C

A. Effect on deferred tax assets related to the adjustment to the allowance for credit losses and reserve for unfunded lending commitments from the adoption of ASU 2016-13 using a 21% tax rate

B. Adjustment to the reserve for unfunded lending commitments related to the adoption of ASU 2016-13

C. Adjustment to undistributed profits related to the adoption of ASU 2016-13

In January of 2023, the Corporation adopted ASU No. 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which eliminated the accounting guidance on troubled debt restructurings (“TDRs”) by creditors that have adopted the CECL model and enhances disclosure requirements for certain loan refinancing and restructurings by creditors made to borrowers experiencing financial difficulty. The ASU also amended the guidance on “vintage disclosures” to require disclosure of current-period gross charge-offs by year of origination. The Corporation adopted the ASU’s provisions using the modified retrospective method in conjunction with the CECL adoption. The adoption of ASU 2022-02 did not have a material impact on the Corporation’s consolidated financial statements.

Pending ASUs:

In March of 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-02, Investments- Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. ASU 2023-02 allows for standardization of accounting methodology for tax credit equity investments when certain requirements are met. The standard provides the ability for both current and prospective tax credit investors to avoid the complexities of accounting for tax credits outside of the proportional amortization method. To qualify for the proportional amortization method, the following conditions must be met: 1. it is probable that the income tax credits allocable to the investor will be available, 2. the investor does not have the ability to exercise significant influence over the operating and financial policies of the underlying project, 3. substantially all of the projected benefits are from income tax credits and other income tax benefits, 4. the investor’s projected yield based solely on the cash flows from the income tax credits and other income tax benefits is positive, and 5. the investor is a limited liability investor in the limited liability entity for both legal and tax purposes and the investor’s liability is limited to its capital investment. The amendments in this ASU will be applied either on a modified retrospective basis or a retrospective basis. The amendments in this update are effective for public business entities for fiscal years, and interim periods within those fiscal years beginning after December 15, 2023. Early adoption is permitted for all entities in any interim period. The Corporation is currently evaluating the provisions of ASU 2023-02 and does not expect the adoption of the standard to have a material impact on the Corporation’s financial statements.

9

NOTE 3 — SECURITIES

Debt Securities

The Company classifies its securities as either “Held-to-Maturity” or “Available-for-Sale” at the time of purchase. Securities are accounted for on a trade date basis. Debt securities are classified as Held-to-Maturity when the Company has the ability and positive intent to hold the securities to maturity. Securities classified as Held-to-Maturity are carried at cost adjusted for amortization of premium and accretion of discount to maturity.

Debt securities not classified as Held-to-Maturity are included in the Available-for-Sale category and are carried at fair value. The amount of any unrealized gain or loss, net of the effect of deferred income taxes, is reported as accumulated other comprehensive loss in the consolidated balance sheets and consolidated statements of changes in stockholders’ equity. Management’s decision to sell Available-for-Sale securities is based on changes in economic conditions, controlling the sources and applications of funds, terms, availability of and yield of alternative investments, interest rate risk and the need for liquidity.

The cost of debt securities classified as Held-to-Maturity or Available-for-Sale is adjusted for amortization of premiums to the earliest call date and accretion of discounts to expected maturity. Such amortization and accretion, as well as interest and dividends, are included in interest and dividend income from securities. Realized gains and losses are included in net securities gains and losses. The cost of securities sold, redeemed or matured is based on the specific identification method.

The Corporation invests in various forms of agency debt including residential and commercial mortgage-backed
securities and callable debt. The mortgage-backed agency securities are issued by Federal Home Loan Mortgage
Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”), Government National Mortgage
Association (“GNMA”) or Small Business Administration (“SBA”). The other mortgage-backed securities consist of private (non-agency) residential and commercial mortgage-backed securities. The municipal securities consist of general obligations and revenue bonds. Asset-backed securities consist of private (non-agency) student loan pools backed by the Federal Family Education LoanProgram (“FFELP”) which carry a 97% federal government guarantee. Corporate debt securities consist of senior debt and subordinated debt holdings.

There was no allowance for credit losses for Available-For-Sale debt securities as of September 30, 2023; therefore, it is not present in the table below. The amortized cost, related estimated fair value, and unrealized gains and losses for debt securities classified as Available-For-Sale were as follows at September 30, 2023 and December 31, 2022:

	Debt Securities Available-for-Sale
(Dollars in thousands)			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
September 30, 2023:	Cost		Gains		Losses		Value
U.S. Treasury securities	$	7,874	$	—	$	(1,117)	$	6,757
Obligations of U.S. Government Agencies and Sponsored Agencies:
Mortgage-backed		137,840		—		(19,483)		118,357
Other		8,493		158		(57)		8,594
Other mortgage backed securities		35,163		24		(3,391)		31,796
Obligations of state and political subdivisions		99,519		3		(16,377)		83,145
Asset-backed securities		48,107		115		(690)		47,532
Corporate debt securities		41,692		74		(4,770)		36,996
Total	$	378,688	$	374	$	(45,885)	$	333,177

10

	Debt Securities Available-for-Sale
(Dollars in thousands)			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
December 31, 2022:	Cost		Gains		Losses		Value
U.S. Treasury securities	$	7,853	$	—	$	(1,052)	$	6,801
Obligations of U.S. Government Agencies and Sponsored Agencies:
Mortgage-backed		146,707		—		(15,032)		131,675
Other		10,992		233		(45)		11,180
Other mortgage backed securities		36,767		—		(3,079)		33,688
Obligations of state and political subdivisions		125,176		266		(14,753)		110,689
Asset-backed securities		37,526		—		(1,108)		36,418
Corporate debt securities		45,838		183		(3,028)		42,993
Total	$	410,859	$	682	$	(38,097)	$	373,444

Securities Available-for-Sale with an aggregate fair value of $274,422,000 at September 30, 2023 and $315,836,000 at December 31, 2022, were pledged to secure public funds, trust funds, securities sold under agreements to repurchase and the Federal Discount Window aggregating $219,538,000 at September 30, 2023 and $241,385,000 at December 31, 2022.

The amortized cost and estimated fair value of debt securities, by contractual maturity, are shown below at September 30, 2023. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

			September 30, 2023
			Debt Securities Available-For-Sale
(Dollars in thousands)				U.S. Government		Other		Obligations
				Agency &		Mortgage		of State		Asset		Corporate
	U.S. Treasury			Sponsored Agency		Backed Debt		& Political		Backed		Debt
	Securities			Obligations1		Securities1		Subdivisions		Securities		Securities
Within 1 Year:
Amortized cost	$	—		$	—	$	6,221	$	2,188	$	—	$	8,530
Fair value		—			—		6,115		2,182		—		8,529
1 - 5 Years:
Amortized cost		7,874			4,291		1,437		19,573		—		—
Fair value		6,757			4,236		1,342		18,539		—		—
5 - 10 Years:
Amortized cost		—			9,752		—		21,849		1,737		33,162
Fair value		—			9,853		—		18,257		1,729		28,467
After 10 Years:
Amortized cost		—			132,290		27,505		55,909		46,370		—
Fair value		—			112,862		24,339		44,167		45,803		—
Total:
Amortized cost	$	7,874		$	146,333	$	35,163	$	99,519	$	48,107	$	41,692
Fair value		6,757			126,951		31,796		83,145		47,532		36,996

¹ Mortgage-backed securities are allocated for maturity reporting at their original maturity date.

At September 30, 2023, the Corporation had holdings of securities from one issuer in excess of ten percent of consolidated stockholders’ equity, other than the U.S. Government and U.S. Government Agencies and Corporations. Holdings in Sallie Mae Bank securities had a fair value of $15,912,000 as of September 30, 2023. There were no

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aggregate holdings of securities with a single issuer (excluding the U.S. Government and U.S. Government Agencies and Corporations) which exceeded ten percent of consolidated stockholders’ equity at September 30, 2022. The quality rating of the obligations of state and political subdivisions are generally investment grade, as rated by Moody’s, Standard and Poor’s or Fitch. The typical exceptions are local issues which are not rated, but are secured by the full faith and credit obligations of the communities that issued these securities.

There were no proceeds from sales of Debt Securities Available-For-Sale for the three months ended September 30, 2023 and 2022. Therefore, there were no gains or losses realized during these periods.

Proceeds from sales of Debt Securities Available-For-Sale for the nine months ended September 30, 2023 and 2022 were $23,230,000 and $0, respectively. Gross gains realized on these sales were $447,000 and $0, respectively. Gross losses on these sales were $348,000 and $0 respectively.

The summary below shows the gross unrealized losses and fair value of the Company’s debt securities. Totals are aggregated by investment category where individual securities have been in a continuous loss position for less than 12 months or 12 months or more as of September 30, 2023 and December 31, 2022:

September 30, 2023

(Dollars in thousands)	Less Than 12 Months				12 Months or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
Available-for-Sale:	Value		Loss		Value		Loss		Value		Loss
U.S. Treasury securities	$	—	$	—	$	6,757	$	(1,117)	$	6,757	$	(1,117)
Obligations of U.S. Government Agencies and Sponsored Agencies:
Mortgage-backed		36,745		(2,175)		81,612		(17,308)		118,357		(19,483)
Other		1,184		(19)		2,291		(38)		3,475		(57)
Other mortgage-backed debt securities		1,591		(4)		27,282		(3,387)		28,873		(3,391)
Obligations of state and political subdivisions		4,216		(137)		77,700		(16,240)		81,916		(16,377)
Asset-backed securities		14,454		(14)		15,612		(676)		30,066		(690)
Corporate debt securities		2,813		(284)		31,109		(4,486)		33,922		(4,770)
Total	$	61,003	$	(2,633)	$	242,363	$	(43,252)	$	303,366	$	(45,885)

December 31, 2022

(Dollars in thousands)	Less Than 12 Months				12 Months or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
Available-for-Sale:	Value		Loss		Value		Loss		Value		Loss
U.S. Treasury securities	$	—	$	—	$	6,801	$	(1,052)	$	6,801	$	(1,052)
Obligations of U.S. Government Agencies and Sponsored Agencies:
Mortgage-backed		61,067		(2,184)		65,174		(12,848)		126,241		(15,032)
Other		1,589		(2)		3,168		(43)		4,757		(45)
Other mortgage-backed debt securities		16,167		(962)		17,521		(2,117)		33,688		(3,079)
Obligations of state and political subdivisions		56,565		(5,881)		35,704		(8,872)		92,269		(14,753)
Asset-backed securities		24,136		(405)		12,282		(703)		36,418		(1,108)
Corporate debt securities		15,827		(1,073)		18,345		(1,955)		34,172		(3,028)
Total	$	175,351	$	(10,507)	$	158,995	$	(27,590)	$	334,346	$	(38,097)

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There were 178 individual debt securities in an unrealized loss position as of September 30, 2023, with a combined decline in value representing 12.02% of the debt securities portfolio. There were 183 individual debt securities in an unrealized loss position as of December 31, 2022, with their combined decline in value representing 9.11% of the debt securities portfolio.

Available-for-sale debt securities are required to be individually evaluated for impairment in accordance with ASC 326, Financial Instruments – Credit Losses. Management evaluates debt securities for impairment where there has been a decline in fair value below the amortized cost basis of a debt security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby Management compares the present value of expected cash flows with the amortized cost basis of the debt security. The credit loss component would be recognized through the provision for credit losses and the creation of an allowance for credit losses. Consideration is given to (1) the financial condition and near-term prospects of the issuer, (2) the outlook for receiving the contractual cash flows of the investments, (3) the length of time and the extent to which the fair value has been less than cost, (4) our intent and ability to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value or whether it is more-likely-than-not that we will be required to sell the debt security prior to recovering its fair value, (5) the anticipated outlook for changes in the general level of interest rates, (6) credit ratings, (7) third party guarantees, and (8) collateral values. In analyzing an issuer’s financial condition, management considers whether the debt securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the results of reviews of the issuer’s financial condition, and the issuer’s anticipated ability to pay the contractual cash flows of the debt securities. All issues of U.S. Treasury and Agency-Backed debt securities have the full faith and credit backing of the United States Government or one of its agencies. All other debt securities that do not have a zero expected credit loss are evaluated quarterly to determine whether there is a credit loss associated with a decline in fair value.

The Company made a policy election to exclude accrued interest receivable from the amortized cost basis of debt securities available for sale. Accrued interest receivable on debt securities available for sale is reported as a component of accrued interest receivable on the Company’s consolidated balance sheet and totaled $2,216,000 as of September 30, 2023. Accrued interest receivable on debt securities available for sale is excluded from the estimate of credit losses.

All debt securities available for sale in an unrealized loss position, as of September 30, 2023, continue to perform as scheduled and we do not believe that there is a credit loss or that a provision for credit losses is necessary. Also, as part of our evaluation of our intent and ability to hold debt securities for a period of time sufficient to allow for any anticipated recovery in the market, we consider our investment strategies, cash flow needs, liquidity position, capital adequacy and interest rate risk position. We do not currently intend to sell the debt securities within the portfolio and it is not more-likely-than-not that we will be required to sell the debt securities.

Management continues to monitor all of our debt securities with a high degree of scrutiny. There can be no assurance that we will not conclude in future periods that conditions existing at that time indicate some or all of its debt securities may be sold or would require a charge to earnings as a provision for credit losses in such periods.

Equity Securities

Equity securities with readily determinable fair values are stated at fair value with realized and unrealized gains and losses reported in income. Equity securities without readily determinable fair values are recorded at cost less impairment, if any.

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At September 30, 2023 and December 31, 2022, the Company had $1,389,000 and $1,699,000, respectively, in equity securities recorded at fair value. The following is a summary of realized gains and losses recognized in net income on equity securities during the nine months ended September 30, 2023 and 2022:

(Dollars in thousands)	Nine months ended		Nine months ended
	September 30, 2023		September 30, 2022
Net losses from market value fluctuations recognized during the period on equity securities	$	(311)	$	(208)
Less: Net gains recognized during the period on equity securities sold during the period		—		27
Net losses recognized during the reporting period on equity securities still held at the reporting date	$	(311)	$	(181)

Management evaluates equity securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. Equity securities are generally evaluated for OTTI under FASB ASC 320, Investments - Debt and Equity Securities. In determining OTTI under the FASB ASC 320 model, management considers many factors, including (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the entity has the intent to sell the equity security or more likely than not will be required to sell the equity security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time. If an impairment loss on an equity security is considered to be other-than-temporary, a loss in the amount of the difference between the cost and fair value of the security is recognized. Once the impairment is recorded, this becomes the new cost basis of the equity security and cannot be adjusted upward if there is a subsequent recovery in the fair value of the security.

The Company monitors the equity securities portfolio monthly with particular attention given to securities in a continuous loss position of at least ten percent for over twelve months. Based on the factors described above, management did not consider any equity securities to be other-than-temporarily impaired at September 30, 2023 or December 31, 2022.

NOTE 4 — LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans

Net loans are stated at their outstanding recorded investment, net of deferred fees and costs, unearned income and the allowance for credit losses. Interest on loans is recognized as income over the term of each loan, generally, by the accrual method. Loan origination fees and certain direct loan origination costs have been deferred with the net amount amortized using the straight line method or the interest method over the contractual life of the related loans as an interest yield adjustment.

The loans receivable portfolio is segmented into the following segments: Real Estate (including both commercial and residential loans), Agricultural, Commercial and Industrial, Consumer, and State and Political Subdivisions.

Real Estate Lending

The Company engages in real estate lending to commercial borrowers in its primary market area and surrounding areas. The commercial component of the Company’s Real Estate portfolio is secured primarily by commercial retail space, commercial office buildings, residential housing and hotels. Generally, these loans have terms that do not exceed twenty years, have loan-to-value ratios of up to eighty percent of the value of the collateral property, and are typically supported by personal guarantees of the borrowers.

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In underwriting these loans, the Company performs a thorough analysis of the financial condition of the borrower, the borrower’s credit history, and the reliability and predictability of the cash flow generated by the property securing the loan. The value of the property is determined by either independent appraisers or internal evaluations performed by Bank officers.

Real estate loans secured by commercial properties generally present a higher level of risk than loans secured by residential real estate. Repayment of loans secured by commercial real estate is typically dependent upon the successful operation of the related real estate project and/or the effect of the general economic conditions on income producing properties.

The residential component of the Company’s Real Estate portfolio is comprised of one-to-four family residential mortgage loan originations, home equity term loans and home equity lines of credit. These loans are generated by the Company’s marketing efforts, its present customers, walk-in customers and referrals. These loans are originated primarily with customers from the Company’s market area.

The Company’s one-to-four family residential mortgage originations are secured principally by properties located in its primary market area and surrounding areas. The Company offers fixed-rate mortgage loans with terms up to a maximum of thirty years for both permanent structures and those under construction. Loans with terms of thirty years are normally held for sale and sold without recourse; most of the residential mortgages held in the Company’s residential real estate portfolio have maximum terms of twenty years. Generally, the majority of the Company’s residential mortgage loans originate with a loan-to-value of eighty percent or less, or those with private mortgage insurance at ninety-five percent or less. Home equity term loans are secured by the borrower’s primary residence and typically have a maximum loan-to-value of eighty percent and a maximum term of fifteen years. In general, home equity lines of credit are secured by the borrower’s primary residence with a maximum loan-to-value of eighty percent and a maximum term of twenty years.

In underwriting one-to-four family residential mortgage loans, the Company evaluates the borrower’s ability to make monthly payments, the borrower’s prior loan repayment history and the value of the property securing the loan. The ability and willingness to repay is assessed based upon the borrower’s employment history, current financial conditions and credit background. A majority of the properties securing residential real estate loans made by the Company are appraised by independent appraisers. The Company generally requires mortgage loan borrowers to obtain an attorney’s title opinion or title insurance and fire and property insurance, including flood insurance, if applicable.

Residential mortgage loans, home equity term loans and home equity lines of credit generally present a lower level of risk than consumer loans because they are secured by the borrower’s primary residence. Risk is increased when the Company is in a subordinate position, especially to another lender, for the loan collateral.

Residential mortgage loans held for sale are carried at the lower of cost or market on an aggregate basis determined by independent pricing from appropriate federal or state agency investors. These loans are sold without recourse. Loans held for sale amounted to $0 and $71,000 at September 30, 2023 and December 31, 2022, respectively.

Agricultural Lending

The Company originates agricultural loans to individuals in the farming industry for funding the production of crops or to purchase or refinance capital assets such as farmland, livestock, machinery, equipment, and farm real estate improvements. Agricultural loans are typical secured by collateral related to the farming activities. These loans originate from customers within the Company’s primary market area or the surrounding areas.

In underwriting agricultural loans, an analysis is performed regarding the borrower’s ability to repay the loan, the borrower’s capital and collateral, and the past, present, and future cash flows of the borrower, as well as the agricultural industry as a whole. In general, these loans would be secured by cropland, pastureland, orchardland, or timberland that is committed to ongoing management and agricultural production, with a maximum loan-to-value ratio of 70% and a maximum term of ten years.

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Commercial and Industrial Lending

The Company originates commercial and industrial loans principally to businesses located in its primary market area and surrounding areas. These loans are used for various business purposes, which include short-term loans and lines of credit to finance machinery and equipment, inventory and accounts receivable. Generally, the maximum term for loans extended on machinery and equipment is based on the projected useful life of such machinery and equipment. Most business lines of credit are written on demand and are reviewed annually.

Commercial and industrial loans are generally secured with short-term assets; however, in many cases, additional collateral such as real estate is provided as additional security for the loan. Loan-to-value maximum thresholds have been established by the Company and are specific to the type of collateral. Collateral values may be determined using invoices, inventory reports, accounts receivable aging reports, business financial statements, collateral appraisals or internal evaluations, etc. Commercial and industrial loans are typically supported by personal guarantees of the borrower.

In underwriting commercial and industrial loans, an analysis is performed to evaluate the borrower’s character and capacity to repay the loan, the adequacy of the borrower’s capital and collateral, as well as the conditions affecting the borrower. Evaluation of the borrower’s past, present and future cash flows is also an important aspect of the Company’s analysis of the borrower’s ability to repay.

Commercial and industrial loans generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions. Commercial and industrial loans are typically made on the basis of the borrower’s ability to make repayment from cash flows from the borrower’s primary business activities. As a result, the availability of funds for the repayment of commercial and industrial loans is dependent on the success of the business itself, which in turn, is likely to be dependent upon the general economic environment.

As an addition to the commercial loans receivable portfolio, the Company may purchase the guaranteed portion of loans secured by the U.S. Government. The originating bank retains the unguaranteed portion of the loan. The loans are sponsored by one of the various government agencies including the SBA, United States Department of Agriculture (“USDA”), and the Farm Service Agency (“FSA”). Government Guaranteed Loans ("GGLs") carry no credit risk due to an unconditional and irrevocable guarantee (which is supported by the full faith and credit of the U.S. Government) on all principal and the balance of interest accruing through ninety days beyond the date that demand is made to the originating bank for repurchase of the loan. As of September 30, 2023, the Company's balance of GGLs was $4,501,000, compared to $4,631,000 at December 31, 2022.

Consumer Lending

The Company offers a variety of secured and unsecured consumer loans, including vehicle loans, stock secured loans and loans secured by financial institution deposits. These loans originate primarily with customers from the Company’s market area.

Consumer loan terms vary according to the type and value of collateral and creditworthiness of the borrower. In underwriting personal loans, a thorough analysis is performed regarding the borrower’s willingness and financial ability to repay the loan as agreed. The ability and willingness to repay is assessed based upon the borrower’s employment history, current financial condition and credit background.

Consumer loans may entail greater credit risk than residential real estate loans, particularly in the case of personal loans which are unsecured or are secured by rapidly depreciable assets, such as automobiles or recreational equipment. In such cases, repossessed collateral for a defaulted personal loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. In addition, personal loan collections are dependent on the borrower’s continuing financial stability and therefore, are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.

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State and Political Subdivisions Lending

The Company, from time to time, may originate loans to state and political subdivisions that are within the Company’s primary market area or surrounding areas. These loans may be either taxable or tax-free. These loans may be issued for the purpose of land improvement, infrastructure changes, bond refinances, or the purchase of equipment. State and political loans are typically secured by the taxing power of the borrowing entity. In some cases, the loans may also be secured by the property/item being purchased. Audited financial statements are required as part of the underwriting for all state and political loans and a full analysis of all components of the audited statements is performed. If the loan is to be classified as tax-free, a letter from the entity’s solicitor stating such is required, as well.

The risk associated with these types of loans is considerably less than commercial loan transactions. Repayment is based on the full faith, credit, and ability of the borrowing entity to tax and then collect the payments. Delinquency or loss on these types of loans is de minimus.

Delinquent Loans

Generally, a loan is considered to be past-due when scheduled loan payments are in arrears 10 days or more. Delinquent notices are generated automatically when a loan is 10 or 15 days past-due, depending on loan type. Collection efforts continue on past-due loans that have not been brought current, when it is believed that some chance exists for improvement in the status of the loan. Past-due loans are continually evaluated with the determination for charge-off being made when no reasonable chance remains that the status of the loan can be improved.

Commercial and industrial loans and real estate loans issued for commercial purpose are charged off in whole or in part when they become sufficiently delinquent based upon the terms of the underlying loan contract and when a collateral deficiency exists. Because all or part of the contractual cash flows are not expected to be collected, the loan is considered to be impaired, and the Company estimates the impairment based on its analysis of the cash flows or collateral estimated at fair value less cost to sell. Should a GGL default, demand is made to the originating bank for repurchase of the loan. If the originating bank does not repurchase the loan, demand for repurchase is then made to the appropriate government agency which has provided the guarantee for the loan.

Real estate loans issued for residential purposes and consumer loans are charged off when they become sufficiently delinquent based upon the terms of the underlying loan contract and when the value of the underlying collateral is not sufficient to support the loan balance and a loss is expected. At that time, the amount of estimated collateral deficiency, if any, is charged off for loans secured by collateral, and all other loans are charged off in full. Loans with collateral are written down to the estimated fair value of the collateral less cost to sell.

Existing loans in which the borrower has declared bankruptcy are considered on a case by case basis to determine whether repayment is likely to occur (e.g. reaffirmation by the borrower with demonstrated repayment ability). Otherwise, loans are charged off in full or written down to the estimated fair value of collateral less cost to sell.

Generally, a loan is classified as non-accrual and the accrual of interest on such a loan is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest. A loan may remain on accrual status if it is well secured (or supported by a strong guarantee) and in the process of collection. When a loan is placed on non-accrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against interest income. Certain non-accrual loans may continue to perform; that is, payments are still being received. Generally, the payments are applied to principal. These loans remain under constant scrutiny, and if performance continues, interest income may be recorded on a cash basis based on management's judgment regarding the collectability of principal.

Allowance for Credit Losses - Loans

The allowance for credit losses (“ACL”) is an estimate of losses arising from borrowers’ inability to make loan payments as required, which is calculated via a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the loan portfolio. The Company completed a one-time adjustment to

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decrease the ACL at the adoption of ASU 2016-13 through retained earnings, but all subsequent adjustments will be established through provisions for credit losses charged against income. Loans deemed to be uncollectible are charged against the ACL and subsequent recoveries, if any, are credited to the allowance.

The ACL is maintained at a level estimated by management to be adequate to absorb potential loan losses. Management’s periodic evaluation of the adequacy of the ACL is based on specific expectations for the future economic environment that are incorporated in the projection, with loss expectations to revert to the long-run historical mean after such time as management can make or obtain a reasonable and supportable forecast. Management also considers the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may impact the borrower’s ability to repay (including the timing of future payments), the estimated value of any underlying collateral (if the loan is collateral dependent), composition of the loan portfolio, and other relevant factors. This evaluation is inherently subjective as it requires material estimates based on management’s judgment regarding the projection of expected credit losses over the contractual lifetime of the loans.

Modeling of the ACL uses sophisticated statistical techniques to arrive at reasonable and supportable forecasts of expected losses. The Company has contracted with a third-party vendor to assist in developing models for the ACL related to the Company’s loan portfolio under ASU 2016-13. The Company has opted to utilize the Weighted Average Remaining Maturity (“WARM”) method to calculate the ACL which uses an average annual charge-off rate. This average annual charge-off rate contains loss content over several vintages and is used as a foundation for estimating the credit loss content for loans by segmented pools at the balance sheet date and is used to determine a historical charge-off rate. When estimating expected credit losses, the Company considers forward-looking information that is both reasonable, supportable, and relevant to assessing the collectability of cash flows. Reasonable and supportable forecasts may extend over the entire contractual term of a loan or a period shorter than the contractual term. Reasonable and supportable forecasts may vary by portfolio segment or individual forecast input. These forecasts may include data from internal sources, external sources, or a combination of both.

When the contractual term of a loan extends beyond the reasonable and supportable period, ASC Topic 326 requires reverting to historical loss information, or an appropriate proxy, for those periods beyond the reasonable and supportable forecast period (often referred to as the reversion period). The Company may revert to historical loss information for each individual forecast input or based on the entire estimate of loss. Reversion to historical loss information may be immediate, occur on a straight-line basis, or use any systematic/rational method. Management may apply different reversion techniques depending on the economic environment or applicable loan portfolio.

The methodology used to determine the ACL also includes a qualitative component in which the Company adjusts expected credit loss estimates for information not already captured in the loss estimation process. These qualitative factor adjustments may increase or decrease management’s estimate of expected credit losses. Changes in the level of the Company’s ACL may not always be directionally consistent with changes in the level of qualitative factor adjustments due to the incorporation of reasonable and supportable forecasts in estimating expected losses. Management considers qualitative factors that are relevant to the Company as of the reporting date, which may include but are not limited to: 1) changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere; 2) changes in international, national, regional, and local economic and business conditions and developments that affect the collectability of the loan portfolio, including the condition of various market segments; 3) changes in the nature and volume of the loan portfolio; 4) changes in the experience, ability, and depth of management and other relevant staff; 5) changes in the volume and severity of past due loans, the volume of non-accrual loans, and the volume and severity of adversely classified or graded loans; 6) changes in the quality of the Company’s loan review system; 7) changes in the value of underlying collateral for collateral dependent loans; 8) the existence and effect of any concentrations of credit and changes in the level of such concentrations; and 9) the effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the Company’s existing loan portfolio.

The Company’s ACL is calculated by collectively evaluating and individually evaluating loans. The Company collectively evaluates applicable loans based on segments according to their homogeneous characteristics, aligned with the segmentation of the FDIC Bank Call Report. The Company collectively evaluates loans and determines applicable loss rates based on the following segments/classes:

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Real Estate

◾ Construction, land development, and other land loans

◾ Residential construction (loans to build homes, both speculative and owner-occupied, and 1-4 family lot loans)

◾ Agribusiness, farmland, or secured by farmland

◾ Revolving, open-end, 1-4 family residential properties (and extended under lines of credit)

◾ Loans secured by first liens

◾ Loans secured by junior liens

◾ Secured by multifamily (5 or more) residential properties

◾ Loans secured by owner occupied, non-farm, non-residential properties

◾ Loans secured by other non-farm, non-residential properties

Agricultural

◾ Loans to finance agricultural production and other loans for farmers

Commercial and Industrial

◾ Commercial and industrial loans

Consumer

◾ Other revolving credit plans

◾ Automobile loans

◾ Other consumer loans

State and Political Subdivisions

◾ Obligations (other than securities or leases) of states and political subdivisions in the U.S.

In accordance with ASC 326-20-30-2, the Company will evaluate individual loans for expected credit losses when the loans do not share similar risk characteristics with loans evaluated using the collective method. Management may evaluate loans on an individual basis even when no specific expectation of collectability is in place. Loans deemed to be impaired are specifically identified and measured for impairment. A loan is deemed to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the loan agreement. Loans to be considered for impairment include all non-accrual loans or any other selected loans where full collection is unlikely. Factors considered by management in determining impairment include payment status and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines 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 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. Once identified as impaired, the loans are measured individually for impairment based on one of the following methods:

• The present value of expected cash flows, discounted at the loan’s effective interest rate (i.e. the contractual interest rate adjusted for any net deferred loan fees or costs, premium, or discount existing at the origination or acquisition of the loan)

• The loan’s observable market price

• The fair value of the collateral if the loan is deemed to be collateral dependent. A loan is collateral dependent if the repayment of the loan is expected to be provided solely by the liquidation of the underlying collateral and there are no other available and reliable sources of repayment. Management will consider estimated costs to sell, on a discounted basis, in the measurement of impairment if these costs are expected to reduce the cash flows available to repay the loan. Any portion of the recorded investment for a collateral dependent loan (including any capitalized accrued interest, net deferred loan fees or costs, and unamortized premium or discount) exceeding the fair value of the collateral that can be identified as uncollectible is deemed a confirmed loss and will be charged off against the ACL

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Loans that have been individually measured for impairment may have a portion of the allowance allocated to cover the calculated amount of impairment as determined by the methods listed above, referred to as a specific allocation. Loans individually evaluated for impairment may also have a zero specific allocation if the loans are deemed to have no impairment, or if the amount of the impairment will be charged off.

ASU 2022-02, Loan Modifications Experiencing Financial Difficulty, eliminated the accounting guidance for Troubled Debt Restructurings (“TDRs”) while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. In accordance with the new guidance, the Company no longer evaluates loans with modifications made to borrowers experiencing financial difficulty individually for impairment, nor establishes a related specific reserve for such loans, but rather these loans are included in their respective portfolio segment and evaluated collectively for impairment to establish an allowance for credit losses. Any modifications of loans to borrowers experiencing financial difficulty that are classified as non-accrual or are otherwise designated as collateral dependent are individually evaluated for determination of expected credit losses. There were no loan modifications made to borrowers experiencing financial difficulties during the three or nine months ended September 30, 2023.

The most common types of concessions granted upon modification of a loan to a borrower experiencing financial difficulties include: (a) a reduction in the interest rate for the remaining life of the debt, (b) an extension of the maturity date at an interest rate lower than the current market rate for new debt with similar risk, (c) a temporary period of interest-only payments, and (d) a reduction in the contractual payment amount for either a short period or for the remaining term of the loan. A less common concession would be forgiveness of a portion of the loan’s principal. Loans so modified remain collectively evaluated for determination of expected credit losses, unless, during the process of evaluation, it is determined that the loan should be placed on non-accrual status until the Company determines that future collection of principal and interest is reasonably assured or the loan is otherwise deemed to be collateral dependent.

There may be certain types of loans for which the expectation of credit loss is zero after evaluating historical loss information, making necessary adjustments for current conditions and reasonable and supportable forecasts, and considering any collateral or guarantee arrangements that are not free-standing contracts. Factors considered by management when evaluating whether expectations of zero credit loss are appropriate may include, but are not limited to: 1) a long history of zero credit loss; 2) full securitization by cash or cash equivalents; 3) high credit ratings from rating agencies with no expected future downgrade; 4) principal and interest payments that are guaranteed by the U.S. government; 5) the issuer, guarantor, or sponsor can print its own currency and the currency is held by other central banks as reserve currency; and 6) the interest rate on the security is recognized as a risk-free rate.

A loan that is fully secured by cash or cash equivalents, such as a certificate of deposit issued by the lending institution, would likely have zero credit loss expectations. Similarly, the guaranteed portion of an SBA loan purchased on the secondary market through the SBA’s fiscal and transfer agent would likely have zero credit loss expectations because these financial assets are unconditionally guaranteed by the U.S. government.

ASC Topic 326 introduces the concept of purchased credit deteriorated (“PCD”) assets. PCD assets are acquired financial assets that, at acquisition, have experienced more-than-insignificant deterioration in credit quality since origination, as determined by the Company’s assessment. The Company does not possess loans classified as purchased credit deterioration at this time. Should the Company acquire purchased loans, these loans will be evaluated to determine if they are PCD.

A reserve for unfunded lending commitments is provided for possible credit losses on off-balance sheet credit exposures. Off-balance sheet credit exposures primarily include undrawn portions of revolving lines of credit and standby letters of credit. The reserve for unfunded lending commitments represents management’s estimate of losses inherent in its unfunded loan commitments and, if necessary, is recorded in other liabilities on the consolidated balance sheets. As of September 30, 2023 and December 31, 2022, the amount of the reserve for unfunded lending commitments was $233,000 and $68,000, respectively.

The Company made a policy election to exclude accrued interest receivable from the amortized cost basis of loans. Accrued interest receivable on loans is reported as a component of accrued interest receivable on the Company’s

20

consolidated balance sheet and totaled $2,239,000 as of September 30, 2023. Accrued interest receivable on loans is excluded from the estimate of credit losses.

The Company is subject to periodic examination by its federal and state examiners, and may be required by such regulators to recognize additions to the ACL based on their assessment of credit information available to them at the time of their examinations.

The Company utilizes a risk grading matrix as a tool for managing credit risk in the loan portfolio and assigns an asset quality rating (risk grade) to all loans. An asset quality rating is assigned using the guidance provided in the Company’s loan policy. Primary responsibility for assigning the asset quality rating rests with the credit department. The asset quality rating is validated periodically by both an internal and external loan review process.

The commercial loan grading system focuses on a borrower’s financial strength and performance, experience and depth of management, primary and secondary sources of repayment, the nature of the business and the outlook for the particular industry. Primary emphasis is placed on financial condition and trends. The grade also reflects current economic and industry conditions; as well as other variables such as liquidity, cash flow, revenue/earnings trends, management strengths or weaknesses, quality of financial information, and credit history.

The loan grading system for residential real estate secured and consumer loans focuses on the borrower’s credit score and credit history, debt-to-income ratio and income sources, collateral position and loan-to-value ratio.

Risk grade characteristics are as follows:

Risk Grade 1 – MINIMAL RISK through Risk Grade 6 – MANAGEMENT ATTENTION (Pass Grade Categories)

Risk is evaluated via examination of several attributes including but not limited to financial trends, strengths and weaknesses, likelihood of repayment when considering both cash flow and collateral, sources of repayment, leverage position, management expertise, and repayment history.

At the low-risk end of the rating scale, a risk grade of 1 – Minimal Risk is the grade reserved for loans with exceptional credit fundamentals and virtually no risk of default or loss. Loan grades then progress through escalating ratings of 2 through 6 based upon risk. Risk Grade 2 – Modest Risk are loans with sufficient cash flows; Risk Grade 3 – Average Risk are loans with key balance sheet ratios slightly above the borrower’s peers; Risk Grade 4 – Acceptable Risk are loans with key balance sheet ratios usually near the borrower’s peers, but one or more ratios may be higher; and Risk Grade 5 – Marginally Acceptable are loans with strained cash flow, increasing leverage and/or weakening markets. Risk Grade 6 – Management Attention are loans with weaknesses resulting from declining performance trends and the borrower’s cash flows may be temporarily strained. Loans in this category are performing according to terms, but present some type of potential concern.

Risk Grade 7 − SPECIAL MENTION (Non-Pass Category)

Assets in this category are adequately collateralized but have potential weakness which may, if not checked or corrected, weaken the asset or inadequately protect the Company’s credit position at some future date. The loans may constitute increased credit risk, but not to the point of justifying a classification of substandard. No loss of principal or interest is envisioned, but risk is increasing beyond that at which the loan originally would have been granted. Historically, cash flows are inconsistent; financial trends show some deterioration. Liquidity and leverage are above industry averages. Financial information could be incomplete or inadequate. A Special Mention asset has potential weaknesses that deserve management’s close attention.

Risk Grade 8 − SUBSTANDARD (Non-Pass Category)

Generally, these assets are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have “well-defined” weaknesses that jeopardize the full liquidation of the debt.

21

These loans are characterized by the distinct possibility that the Company will sustain some loss if the aggregate amount of substandard assets is not fully covered by the liquidation of the collateral used as security. Substandard loans have a high probability of payment default and require more intensive supervision by Company management.

Risk Grade 9 − DOUBTFUL (Non-Pass Category)

Generally, loans graded doubtful have all the weaknesses inherent in a substandard loan with the added factor that the weaknesses are pronounced to a point whereby the basis of current information, conditions, and values, collection or liquidation in full is deemed to be highly improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors that may work to strengthen the asset, its classification is deferred until, for example, a proposed merger, acquisition, liquidation procedure, capital injection, perfection of liens on additional collateral and/or refinancing plan is completed. Loans are graded doubtful if they contain weaknesses so serious that collection or liquidation in full is questionable.

The following table presents the classes of the loan portfolio summarized by risk rating and year of origination and gross charge offs by loan portfolio summarized by year of origination as of September 30, 2023.

(Dollars in thousands)
		2023		2022		2021		2020		2019		Prior		Total
Real Estate:
1-6 Pass	$	66,345	$	192,001	$	136,245	$	115,622	$	55,438	$	197,923	$	763,574
7    Special Mention		—		—		—		—		—		630		630
8    Substandard		—		86		649		—		9,265		9,270		19,270
9    Doubtful		—		—		—		—		—		—		—
Unearned discount		—		—		—		—		—		—		—
Net deferred loan fees and costs		186		197		160		120		(14)		3		652
Total Real Estate Loans	$	66,531	$	192,284	$	137,054	$	115,742	$	64,689	$	207,826	$	784,126
Agricultural:
1-6 Pass	$	—	$	64	$	—	$	—	$	—	$	643	$	707
7    Special Mention		—		—		—		—		—		—		—
8    Substandard		—		—		—		—		—		—		—
9    Doubtful		—		—		—		—		—		—		—
Unearned discount		—		—		—		—		—		—		—
Net deferred loan fees and costs		—		1		—		—		—		—		1
Total Agricultural Loans	$	—	$	65	$	—	$	—	$	—	$	643	$	708
Commercial and Industrial:
1-6 Pass	$	9,155	$	10,483	$	6,008	$	7,923	$	6,720	$	21,479	$	61,768
7    Special Mention		—		—		—		—		—		—		—
8    Substandard		—		—		—		—		—		668		668
9    Doubtful		—		—		—		—		—		—		—
Unearned discount		—		—		—		—		—		—		—
Net deferred loan fees and costs		83		91		27		17		212		—		430
Total Commercial and Industrial Loans	$	9,238	$	10,574	$	6,035	$	7,940	$	6,932	$	22,147	$	62,866

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Consumer:
1-6 Pass	$	2,051	$	1,431	$	1,178	$	260	$	193	$	987	$	6,100
7    Special Mention		49		—		—		—		—		—		49
8    Substandard		—		—		—		—		—		—		—
9    Doubtful		—		—		—		—		—		—		—
Unearned discount		—		—		—		—		—		—		—
Net deferred loan fees and costs		31		23		10		3		2		—		69
Total Consumer Loans	$	2,131	$	1,454	$	1,188	$	263	$	195	$	987	$	6,218
State and Political Subdivisions:
1-6 Pass	$	734	$	4,095	$	14,750	$	1,930	$	—	$	5,603	$	27,112
7    Special Mention		—		—		—		—		—		—		—
8    Substandard		—		—		—		—		—		—		—
9    Doubtful		—		—		—		—		—		—		—
Unearned discount		—		—		—		—		—		—		—
Net deferred loan fees and costs		2		2		4		1		—		(1)		8
Total State and Political Subdivision Loans	$	736	$	4,097	$	14,754	$	1,931	$	—	$	5,602	$	27,120
Total Loans:
1-6 Pass	$	78,285	$	208,074	$	158,181	$	125,735	$	62,351	$	226,635	$	859,261
7    Special Mention		49		—		—		—		—		630		679
8    Substandard		—		86		649		—		9,265		9,938		19,938
9    Doubtful		—		—		—		—		—		—		—
Unearned discount		—		—		—		—		—		—		—
Net deferred loan fees and costs		302		314		201		141		200		2		1,160
Total Loans	$	78,636	$	208,474	$	159,031	$	125,876	$	71,816	$	237,205	$	881,038
		2023		2022		2021		2020		2019		Prior		Total
Gross Charge Offs:
Real Estate	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Agricultural		—		—		—		—		—		—		—
Commercial and Industrial		—		—		—		—		—		—		—
Consumer		—		23		8		—		4		8		43
State and Political Subdivisions		—		—		—		—		—		—		—
Total Gross Charge Offs	$	—	$	23	$	8	$	—	$	4	$	8	$	43

State and Political Subdivision Loans include loans categorized as tax-free in the amount of $27,012,000 as of September 30, 2023. Commercial and Industrial Loans include $4,501,000 of GGLs as of September 30, 2023. Loans held for sale are included in the Real Estate Loans category. There were no loans held for sale at September 30, 2023.

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The activity in the allowance for credit losses by loan class (post adoption of ASU No. 2016-13), is summarized below for the three and nine months ended September 30, 2023.

(Dollars in thousands)									State and
	Real				Commercial				Political
	Estate		Agricultural		and Industrial		Consumer		Subdivisions		Total
As of and for the three months ended September 30, 2023:
Allowance for Credit Losses:
Beginning balance	$	6,754	$	1	$	268	$	89	$	45	$	7,157
Charge-offs		—		—		—		(5)		—		(5)
Recoveries		34		—		—		1		—		35
(Credit)		(315)		—		(42)		(12)		(1)		(370)
Ending Balance	$	6,473	$	1	$	226	$	73	$	44	$	6,817

(Dollars in thousands)									State and
	Real				Commercial				Political
	Estate		Agricultural		and Industrial		Consumer		Subdivisions		Total
As of and for the nine months ended September 30, 2023:
Allowance for Credit Losses:
Balance at December 31, 2022	$	7,483	$	6	$	504	$	84	$	197	$	8,274
CECL adoption adjustment		(717)		(4)		(261)		11		(148)		(1,119)
Beginning balance January 1, 2023		6,766		2		243		95		49		7,155
Charge-offs		—		—		—		(43)		—		(43)
Recoveries		36		—		2		3		—		41
(Credit) Provision		(329)		(1)		(19)		18		(5)		(336)
Ending Balance	$	6,473	$	1	$	226	$	73	$	44	$	6,817
Ending balance: individually
evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—
Ending balance: collectively
evaluated for impairment	$	6,473	$	1	$	226	$	73	$	44	$	6,817
Reserve for Unfunded Lending Commitments	$	207	$	—	$	25	$	—	$	1	$	233
Loans Receivable:
Ending Balance	$	784,126	$	708	$	62,866	$	6,218	$	27,120	$	881,038
Ending balance: individually
evaluated for impairment	$	4,385	$	309	$	624	$	—	$	—	$	5,318
Ending balance: collectively
evaluated for impairment	$	779,741	$	399	$	62,242	$	6,218	$	27,120	$	875,720

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The Company's activity in the allowance for credit losses on unfunded commitments for the nine months ended September 30, 2023 was as follows:

(Dollars in thousands)
	2023
Balance at December 31, 2022	$	68
CECL adoption adjustment		147
Provision for credit losses on unfunded commitments		18
Balance at September 30, 2023	$	233

The recorded investment, unpaid principal balance, and the related allowance of the Company’s individually evaluated loans are summarized below at September 30, 2023:

(Dollars in thousands)	September 30, 2023
	Recorded		Recorded				Unpaid		Unpaid
	Investment		Investment				Principal		Principal		Total
	With		With No		Total		Balance With		Balance With		Unpaid
	Related		Related		Recorded		Related		No Related		Principal		Related
	Allowance		Allowance		Investment		Allowance		Allowance		Balance		Allowance
Real Estate	$	—	$	4,385	$	4,385	$	—	$	6,374	$	6,374	$	—
Agricultural		—		309		309		—		309		309		—
Commercial and Industrial		—		624		624		—		624		624		—
Total	$	—	$	5,318	$	5,318	$	—	$	7,307	$	7,307	$	—

The recorded investment represents the loan balance reflected on the consolidated balance sheets net of any charge-offs. The unpaid balance is equal to the gross amount due on the loan.

The average recorded investment and interest income recognized for the Company’s individually evaluated loans are summarized below for the three and nine months ended September 30, 2023:

(Dollars in thousands)	For the Three Months Ended September 30, 2023
	Average		Average				Interest		Interest
	Recorded		Recorded				Income		Income
	Investment		Investment		Total		Recognized		Recognized		Total
	With		With No		Average		With		With No		Interest
	Related		Related		Recorded		Related		Related		Income
	Allowance		Allowance		Investment		Allowance		Allowance		Recognized
Real Estate	$	—	$	4,423	$	4,423	$	—	$	—	$	—
Agricultural		—		309		309		—		6		6
Commercial and Industrial		—		635		635		—		—		—
Total	$	—	$	5,367	$	5,367	$	—	$	6	$	6

Of the $6,000 in interest income recognized on individually evaluated loans for the three months ended September 30, 2023, $0 in interest income was recognized with respect to non-accrual loans.

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(Dollars in thousands)	For the Nine Months Ended September 30, 2023
	Average		Average				Interest		Interest
	Recorded		Recorded				Income		Income
	Investment		Investment		Total		Recognized		Recognized		Total
	With		With No		Average		With		With No		Interest
	Related		Related		Recorded		Related		Related		Income
	Allowance		Allowance		Investment		Allowance		Allowance		Recognized
Real Estate	$	—	$	4,402	$	4,402	$	—	$	—	$	—
Agricultural		—		309		309		—		18		18
Commercial and Industrial		—		651		651		—		—		—
Total	$	—	$	5,362	$	5,362	$	—	$	18	$	18

Of the $18,000 in interest income recognized on individually evaluated loans for the nine months ended September 30, 2023, $0 in interest income was recognized with respect to non-accrual loans.

The following table presents collateral-dependent loans by segment for the period ended September 30, 2023.

(Dollars in thousands)	September 30, 2023
	Real Estate		Other
Real Estate	$	4,385	$	—
Agricultural		—		309
Commercial and Industrial		—		624
Total	$	4,385	$	933

At September 30, 2023, there were no commitments to lend additional funds with respect to individually evaluated loans.

Total non-performing assets (which includes loans receivable on non-accrual status, foreclosed assets held for resale and loans past-due 90 days or more and still accruing interest) as of September 30, 2023 and December 31, 2022 were as follows:

(Dollars in thousands)	September 30,		December 31,
	2023		2022
Real Estate	$	4,385	$	4,387
Agricultural		—		—
Commercial and Industrial		624		664
Consumer		—		—
State and Political Subdivisions		—		—
Total non-accrual loans		5,009		5,051
Foreclosed assets held for resale		—		—
Loans past-due 90 days or more and still accruing interest		1,284		308
Total non-performing assets	$	6,293	$	5,359

There were no foreclosed assets held for resale at September 30, 2023 or December 31, 2022. Consumer mortgage loans secured by residential real estate for which the Company has entered into formal foreclosure proceedings but for which physical possession has yet to be obtained amounted to $138,000 at September 30, 2023 and $41,000 at December 31, 2022. These balances were not included in foreclosed assets held for resale at September 30, 2023 or December 31, 2022.

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The following tables present the classes of the loan portfolio, including individually evaluated loans, summarized by past-due status at September 30, 2023 and December 31, 2022:

(Dollars in thousands)													90 Days
													Or Greater
													Past Due
					90 Days					Current-			and Still
	30-59 Days		60-89 Days		or Greater		Total			29 Days	Total		Accruing
	Past Due		Past Due		Past Due		Past Due		Past Due		Loans		Interest
September 30, 2023:
Real Estate	$	849	$	177	$	5,669	$	6,695	$	777,431	$	784,126	$	1,284
Agricultural		—		—		—		—		708		708		—
Commercial and Industrial		88		—		602		690		62,176		62,866		—
Consumer		8		—		—		8		6,210		6,218		—
State and Political Subdivisions		—		—		—		—		27,120		27,120		—
Total	$	945	$	177	$	6,271	$	7,393	$	873,645	$	881,038	$	1,284

(Dollars in thousands)													90 Days
													Or Greater
													Past Due
					90 Days					Current-			and Still
	30-59 Days		60-89 Days		or Greater		Total			29 Days	Total		Accruing
	Past Due		Past Due		Past Due		Past Due		Past Due		Loans		Interest
December 31, 2022:
Real Estate	$	2,682	$	59	$	4,694	$	7,435	$	757,445	$	764,880	$	308
Agricultural		—		—		—		—		860		860		—
Commercial and Industrial		62		63		639		764		55,313		56,077		—
Consumer		11		2		—		13		5,694		5,707		—
State and Political Subdivisions		—		—		—		—		30,945		30,945		—
Total	$	2,755	$	124	$	5,333	$	8,212	$	850,257	$	858,469	$	308

Pre-ASU No. 2016-13 Disclosures:

For periods prior to the adoption of ASU No. 2016-13, when management deemed the collection of contractual cashlows was unlikely for a specific instrument (mainly non-accrual loans and TDRs, then referred to as impaired loans), a specific reserve was calculated under ASC 310-10. Management further calculated a general reserve for performing assets under its previous methodology, following ASC 450-20 which utilized historical loss experience and qualitative factor adjustments to arrive at a calculated allowance for credit losses.

Upon adoption of ASU No. 2016-13, the classes of the loan portfolio were updated to match the segmentation used under the CECL model and have been updated from Commercial and Industrial, Commercial Real Estate, Residential Real Estate, and Consumer to Real Estate, Agricultural, Commercial and Industrial, Consumer, and State and Political Subdivisions. Comparative, pre-ASU No. 2016-13 adoption data has not been updated to reflect the new loan classes/segmentation utilized under the CECL model.

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The following table presents the classes of the loan portfolio summarized by risk rating as of December 31,
2022:

	Commercial and
(Dollars in thousands)	Industrial		Commercial Real Estate
	December 31,		December 31,
	2022		2022
Grade:
1-6 Pass	$	85,845	$	591,309
7    Special Mention		—		634
8    Substandard		725		18,781
9    Doubtful		—		—
Add (deduct):  Unearned discount		—		—
Net deferred loan fees and costs		429		825
Total loans	$	86,999	$	611,549

	Residential Real Estate
	Including Home Equity		Consumer
	December 31,		December 31,
	2022		2022
Grade:
1-6 Pass	$	153,902	$	5,349
7    Special Mention		—		—
8    Substandard		795		—
9    Doubtful		—		—
Add (deduct):  Unearned discount		—		—
Net deferred loan fees and costs		(191)		66
Total loans	$	154,506	$	5,415

	Total Loans
	December 31,
	2022
Grade:
1-6 Pass	$	836,405
7 Special Mention		634
8 Substandard		20,301
9 Doubtful		—
Add (deduct):  Unearned discount		—
Net deferred loan fees and costs		1,129
Total loans	$	858,469

28

The activity in the allowance for credit losses by loan class (prior to adoption of ASU No. 2016-13), is summarized below for the three and nine months ended September 30, 2022 and the year ended December 31, 2022.

(Dollars in thousands)	Commercial		Commercial		Residential
	and Industrial		Real Estate		Real Estate		Consumer		Unallocated		Total
As of and for the three months ended September 30, 2022:
Allowance for Loan Losses:
Beginning balance	$	675	$	5,954	$	1,609	$	79	$	843	$	9,160
Charge-offs		(149)		—		(12)		(10)		—		(171)
Recoveries		—		—		2		1	$	—		3
Provision (credit)		192		93		11		5		(82)		219
Ending Balance	$	718	$	6,047	$	1,610	$	75	$	761	$	9,211

(Dollars in thousands)	Commercial		Commercial		Residential
	and Industrial		Real Estate		Real Estate		Consumer		Unallocated		Total
As of and for the nine months ended September 30, 2022:
Allowance for Credit Losses:
Beginning balance	$	681	$	5,408	$	1,539	$	84	$	968	$	8,680
Charge-offs		(158)		—		(12)		(16)		—		(186)
Recoveries		2		38		16		5		—		61
Provision (credit)		193		601		67		2		(207)		656
Ending Balance	$	718	$	6,047	$	1,610	$	75	$	761	$	9,211
Ending balance: individually
evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—
Ending balance: collectively
evaluated for impairment	$	718	$	6,047	$	1,610	$	75	$	761	$	9,211
Loans Receivable:
Ending Balance	$	85,855	$	600,068	$	154,324	$	5,428	$	—	$	845,675
Ending balance: individually
evaluated for impairment	$	979	$	10,357	$	841	$	—	$	—	$	12,177
Ending balance: collectively
evaluated for impairment	$	84,876	$	589,711	$	153,483	$	5,428	$	—	$	833,498

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(Dollars in thousands)	Commercial		Commercial		Residential
	and Industrial		Real Estate		Real Estate		Consumer		Unallocated		Total
As of and for the year ended December 31, 2022:
Allowance for Credit Losses:
Beginning balance	$	681	$	5,408	$	1,539	$	84	$	968	$	8,680
Charge-offs		(158)		(3)		(12)		(33)		—		(206)
Recoveries		3		40		16		5		—		64
Provision (credit)		178		487		14		25		(968)		(264)
Ending Balance	$	704	$	5,932	$	1,557	$	81	$	—	$	8,274
Ending balance: individually
evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—
Ending balance: collectively
evaluated for impairment	$	704	$	5,932	$	1,557	$	81	$	—	$	8,274
Loans Receivable:
Ending Balance	$	86,999	$	611,549	$	154,506	$	5,415	$	—	$	858,469
Ending balance: individually
evaluated for impairment	$	973	$	9,495	$	739	$	—	$	—	$	11,207
Ending balance: collectively
evaluated for impairment	$	86,026	$	602,054	$	153,767	$	5,415	$	—	$	847,262

During the three months ended September 30, 2022, one loan with a post modification balance of $143,000 was modified as a TDR. During the nine months ended September 30, 2022, two loans with a combined post modification recorded investment of $515,000 were modified as TDRs. The loan modifications for the nine months ended September 30, 2022 consisted of two payment modifications.

The outstanding recorded investment of TDRs as of September 30, 2022 was $7,589,000. There were no unfunded commitments on TDRs at September 30, 2022.

The following table presents the outstanding recorded investment of TDRs at the dates indicated:

(Dollars in thousands)	December 31,
	2022
Non-accrual TDRs	$	1,324
Accruing TDRs		6,156
Total	$	7,480

At September 30, 2022, three Commercial and Industrial loans classified as TDRs with a combined recorded investment of $670,000 and four Commercial Real Estate loans classified as TDRs with a combined recorded investment of $107,000 were not in compliance with the terms of their restructure.

Of the loans that were modified as TDRs within the twelve months preceding September 30, 2022, no loans experienced payment defaults during the three or nine months ended September 30, 2022.

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The following table presents information regarding the loan modifications categorized as TDRs during the three and nine months ended September 30, 2022.

(Dollars in thousands)	For the Three Months Ended September 30, 2022
		Pre-Modification		Post-Modification
		Outstanding		Outstanding
	Number of	Recorded		Recorded		Recorded
	Contracts	Investment		Investment		Investment
Commercial Real Estate	1	$	134	$	143	$	143
Total	1	$	134	$	143	$	143
(Dollars in thousands)	For the Nine Months Ended September 30, 2022
		Pre-Modification		Post-Modification
		Outstanding		Outstanding
	Number of	Recorded		Recorded		Recorded
	Contracts	Investment		Investment		Investment
Commercial Real Estate	2	$	481	$	515	$	507
Total	2	$	481	$	515	$	507

The following table provides detail regarding they types of loan modifications made for loans categorized as TDRs during the three and nine months ended September 30, 2022.

	For the Three Months Ended September 30, 2022
	Rate	Term	Payment	Number
	Modification	Modification	Modification	Modified
Commercial Real Estate	—	—	1	1
Total	—	—	1	1
	For the Nine Months Ended September 30, 2022
	Rate	Term	Payment	Number
	Modification	Modification	Modification	Modified
Commercial Real Estate	—	—	2	2
Total	—	—	2	2

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The recorded investment, unpaid principal balance, and the related allowance of the Company’s impaired loans are summarized below at December 31, 2022.

(Dollars in thousands)		December 31, 2022
	Recorded		Recorded				Unpaid		Unpaid
	Investment		Investment				Principal		Principal		Total
	With		With No		Total		Balance With		Balance With		Unpaid
	Related		Related		Recorded		Related		No Related		Principal		Related
	Allowance		Allowance		Investment		Allowance		Allowance		Balance		Allowance
Commercial and Industrial	$	—	$	973	$	973	$	—	$	973	$	973	$	—
Commercial Real Estate		—		9,495		9,495		—		12,430		12,430		—
Residential Real Estate		—		739		739		—		771		771		—
Total	$	—	$	11,207	$	11,207	$	—	$	14,174	$	14,174	$	—

At December 31, 2022, $7,480,000 of loans classified as TDRs were included in impaired loans with a total allocated allowance of $0 at December 31, 2022. The recorded investment represents the loan balance reflected on the consolidated balance sheets net of any charge-offs. The unpaid balance is equal to the gross amount due on the loan.

The average recorded investment and interest income recognized for the Company’s impaired loans are summarized below for the three and nine months ended September 30, 2022.

(Dollars in thousands)	For the Three Months Ended September 30, 2022
	Average		Average				Interest		Interest
	Recorded		Recorded				Income		Income
	Investment		Investment		Total		Recognized		Recognized		Total
	With		With No		Average		With		With No		Interest
	Related		Related		Recorded		Related		Related		Income
	Allowance		Allowance		Investment		Allowance		Allowance		Recognized
Commercial and Industrial	$	—	$	987	$	987	$	—	$	4	$	4
Commercial Real Estate		—		10,400		10,400		—		71		71
Residential Real Estate		—		843		843		—		—		—
Total	$	—	$	12,230	$	12,230	$	—	$	75	$	75

Of the $75,000 in interest income recognized on impaired loans for the three months ended September 30, 2022, $0 in interest income was recognized with respect to non-accrual loans.

(Dollars in thousands)	For the Nine Months Ended September 30, 2022
	Average		Average				Interest		Interest
	Recorded		Recorded				Income		Income
	Investment		Investment		Total		Recognized		Recognized		Total
	With		With No		Average		With		With No		Interest
	Related		Related		Recorded		Related		Related		Income
	Allowance		Allowance		Investment		Allowance		Allowance		Recognized
Commercial and Industrial	$	—	$	997	$	997	$	—	$	9	$	9
Commercial Real Estate		—		10,962		10,962		—		213		213
Residential Real Estate		—		847		847		—		—		—
Total	$	—	$	12,806	$	12,806	$	—	$	222	$	222

Of the $222,000 in interest income recognized on impaired loans for the nine months ended September 30, 2022, $0 in interest income was recognized with respect to non-accrual loans.

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NOTE 5 — DEPOSITS

Major classifications of deposits at September 30, 2023 and December 31, 2022 consisted of:

(Dollars in thousands)	September 30,		December 31,
	2023		2022
Non-interest bearing demand	$	225,303	$	231,754
Interest bearing demand		299,451		335,559
Savings		217,810		260,086
Time certificates of deposits less than $250,000		218,617		151,575
Time certificates of deposits $250,000 or greater		29,454		13,400
Other time		1,668		1,125
Total deposits	$	992,303	$	993,499

Total deposits decreased $1,196,000 to $992,303,000 as of September 30, 2023 due to decreases in non-interest bearing demand, interest bearing demand and savings deposits. The decrease in deposits was mainly the result of a $13,876,000 decrease in municipal deposits offset by increased time deposits as the result of higher rate CD promotions during the nine months ended September 30, 2023. Time deposits increased during the nine months ended September 30, 2023 as the result of higher rate CD offerings along with an increase in brokered CDs of $20,250,000.

NOTE 6 — BORROWINGS

Short-Term Borrowings

Short-term borrowings include federal funds purchased, securities sold under agreements to repurchase, the Federal Discount Window, and Federal Home Loan Bank of Pittsburgh (“FHLB”) advances, which generally represent overnight or less than 30-day borrowings.

Short-term borrowings and weighted–average interest rates at September 30, 2023 and December 31, 2022 are as follows:

(Dollars in thousands)	September 30, 2023				December 31, 2022
			Average				Average
	Amount		Rate		Amount		Rate
Federal funds purchased	$	—	—	%	$	—	—	%
Securities sold under agreements to repurchase		17,715	3.13	%		20,368	0.84	%
Federal Discount Window		—	4.98	%		—	2.78	%
Federal Home Loan Bank of Pittsburgh		137,061	5.34	%		133,050	2.82	%
Total	$	154,776	5.10	%	$	153,418	2.21	%

Securities Sold Under Agreements to Repurchase (“Repurchase Agreements”)

The Company enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Company may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Company to repurchase the assets.

As a result, these repurchase agreements are accounted for as collateralized financing agreements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability on the Company’s consolidated balance sheets, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. In other words, there is not offsetting or netting of the investment securities assets with the repurchase agreement liabilities. In addition, as the Company does not enter into reverse repurchase agreements, there is no such offsetting to be done with the repurchase agreements.

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The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Company be in default (e.g., fails to make an interest payment to the counterparty). The collateral is held by a correspondent bank in the counterparty’s custodial account. The counterparty has the right to sell or repledge the investment securities.

The following table presents the short-term borrowings subject to an enforceable master netting arrangement or repurchase agreements as of September 30, 2023 and December 31, 2022.

(Dollars in thousands)			Gross		Net Amounts
			Amounts		of Liabilities
			Offset		Presented
	Gross		in the		in the
	Amounts of		Consolidated		Consolidated				Cash
	Recognized		Balance		Balance		Financial		Collateral		Net
	Liabilities		Sheet		Sheet		Instruments		Pledge		Amount
September 30, 2023						��
Repurchase agreements (a)	$	17,715	$	—	$	17,715	$	(17,715)	$	—	$	—
December 31, 2022
Repurchase agreements (a)	$	20,368	$	—	$	20,368	$	(20,368)	$	—	$	—

(a) As of September 30, 2023 and December 31, 2022, the fair value of securities pledged in connection with repurchase agreements was $22,799,000 and $34,160,000, respectively.

The following table presents the remaining contractual maturity of the master netting arrangement or repurchase agreements as of September 30, 2023:

(Dollars in thousands)	Remaining Contractual Maturity of the Agreements
	Overnight				Greater		Greater
	and		Up to		30 -90		than
	Continuous		30 days		Days		90 Days		Total
September 30, 2023:
Repurchase agreements and repurchase-to-maturity transactions:
U.S. Treasury and/or agency securities	$	17,715	$	—	$	—	$	—	$	17,715
Total	$	17,715	$	—	$	—	$	—	$	17,715

Long-Term Borrowings and Letters of Credit

Long-term borrowings are comprised of advances from the FHLB. The Company’s long-term borrowings consist of notes at fixed interest rates. Upon any default, under the terms of a master agreement, FHLB may declare all indebtedness of the Company immediately due. In addition, FHLB shall not be required to fund advances under any outstanding commitments. As of Septmeber 30, 2023 and December 31, 2022, the Company had $22,000,000 and $25,000,000, respectively, in long-term borrowings outstanding with the FHLB.

Irrevocable standby letters of credit may be issued to a customer/beneficiary by the FHLB on the Company’s behalf in order to secure public/municipal unit deposits, provide credit enhancement to certain transaction types, or to support payment obligations to third parties. These irrevocable standby letters of credit are supported by an irrevocable and independent guarantee by the FHLB for the Company’s pledging obligation to secure public/municipal unit deposits which eliminates the need for the Company to pledge collateral in the amount necessary to secure these funds. The Company began utilizing this service offered by the FHLB during the second quarter of 2021. There were no irrevocable standby letters of credit which could be drawn on through FHLB’s close of business on September 30, 2023. Any irrevocable standby letters of credit are issued as necessary in an amount appropriate to secure specific public/municipal unit deposits.

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Under terms of a blanket agreement, collateral for the FHLB loans and letters of credit consists of certain qualifying assets of the Corporation’s banking subsidiary. Principal qualifying assets are certain real estate mortgages and investment securities. As of September 30, 2023, loans of $728,242,000 were pledged to FHLB which resulted in a FHLB maximum borrowing capacity of $509,624,000. As of September 30, 2023, no securities were pledged as collateral to FHLB to secure FHLB loans and letters of credit.

NOTE 7 — SUBORDINATED DEBT

On December 10, 2020, the Corporation issued $25,000,000 aggregate principal amount of Subordinated Notes due 2030 (the “2020 Notes”) to accredited investors. The 2020 Notes are intended to be treated as Tier 2 capital for regulatory capital purposes. The Company utilized the net proceeds it received from the sale of the 2020 Notes to support organic growth and for general corporate purposes.

The 2020 Notes bear a fixed interest rate of 4.375% per year for the first five years and then float based on a benchmark rate (as defined). Interest is payable semi-annually in arrears on June 30 and December 31 of each year, which began on June 30, 2021, for the first five years after issuance and will be payable quarterly in arrears thereafter on March 31, June 30, September 30 and December 31. The 2020 Notes will mature on December 31, 2030 and are redeemable in whole or in part, without premium or penalty, at any time on or after December 31, 2025 and prior to December 31, 2030. Additionally, if all or any portion of the 2020 Notes cease to be deemed Tier 2 capital, the Corporation may redeem, in whole and not in part, at any time upon giving not less than ten days’ notice, an amount equal to one hundred percent (100%) of the principal amount outstanding plus accrued but unpaid interest to but excluding the date fixed for redemption.

Holders of the 2020 Notes may not accelerate the maturity of the 2020 Notes, except upon the bankruptcy, insolvency, liquidation, receivership or similar law of the Corporation or the Bank.

NOTE 8 — COMMITMENTS AND CONTINGENCIES

In the normal course of business, there are various pending legal actions and proceedings that are not reflected in the consolidated financial statements. Management does not believe the outcome of these actions and proceedings will have a material effect on the consolidated financial position or results of operations of the Company.

The Company currently leases two branch banking facilities and one parcel of land under operating leases. At September 30, 2023, right-of-use assets and lease liabilities were recorded related to these operating leases totaling $1,498,000 and $1,998,000, respectively. At December 31, 2022, right-of-use assets and lease liabilities stood at $1,541,000 and $2,029,000, respectively, in the consolidated balance sheets. Options to extend or terminate a lease may be included in our lease agreements. When it is reasonably certain that we will exercise those options, the right-of-use asset and lease liability will reflect the renewal or termination option. No significant assumptions or judgements were made in determining whether a contract contained a lease or in the consideration of lease versus non-lease components. None of the leases contained an implicit rate; therefore, our incremental borrowing rate was used for each of the leases.

The Company recognized total operating lease costs for the nine months ended September 30, 2023 and 2022 of $167,000 and $135,000, respectively. Operating lease costs are included in occupancy, net in the accompanying statements of income. Cash payments totaled $155,000 and $125,000, respectively, for the nine months ended September 30, 2023 and 2022.

The Company’s one finance lease for equipment expired as of August 31, 2023 The equipment will continue to depreciate for an additional two years. At September 30, 2023, right-of-use assets and lease liabilities were recorded related to the finance lease totaling $34,000 and $0, respectively. At December 31, 2022, right-of-use assets and lease liabilities stood at $34,000 and $6,000, respectively. Amounts recognized as right-of-use assets and lease liabilities related to finance leases are included in premises and equipment, net and other liabilities, respectively, in the accompanying balance sheet. Further options to extend or terminate the lease are not applicable for the lease. No significant assumptions or judgements were made in determining whether a contract contained a lease or in the consideration of lease versus non-lease components. The lease did not contain an implicit rate; therefore, our incremental borrowing rate was used.

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Total finance lease costs that were recognized by the Company for the nine months ended September 30, 2023 and 2022 were immaterial. Cash payments totaled $7,000 for the nine months ended September 30, 2023 and 2022.

The following table displays the weighted-average term and discount rates for operating and finance leases outstanding as of September 30, 2023 and December 31, 2022.

	September 30,	December 31,	September 30,	December 31,
	2023	2022	2023	2022
	Operating	Operating	Finance	Finance
Weighted-average term (years)	20.11	20.56	-	0.67
Weighted-average discount rate	4.21%	4.23%	-%	0.68%

A maturity analysis of operating and finance lease liabilities and reconciliation of the undiscounted cash flows to the total operating or finance lease liability is as follows:

(Dollars in thousands)	September 30,		December 31,		September 30,		December 31,
	2023		2022		2023		2022
Minimum Lease Payments due:	Operating		Operating		Finance		Finance
Within one year	$	149	$	175	$	—	$	7
After one but within two years		140		140		—		—
After two but within three years		140		140		—		—
After three but within four years		150		140		—		—
After four but within five years		157		154		—		—
After five years		2,356		2,474		—		—
Total undiscounted cash flows		3,092		3,223		—		7
Discount on cash flows		(1,094)		(1,194)		—		(1)
Total lease liability	$	1,998	$	2,029	$	—	$	6

NOTE 9 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives

The Company uses various financial instruments, including derivatives, to manage its exposure to interest rate risk. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and cash payments principally related to specific assets and short-term wholesale funding positions. The Company entered into four swap contracts effective September 20, 2023.

Fair Values of Derivative Instruments on the Statement of Financial Condition

The tables below present the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022:

(Dollars in thousands)	September 30, 2023
	Derivative Assets			Derivative Liabilities
	Location		Fair Value	Location		Fair Value
Derivatives designated as hedging instruments:
Interest rate swaps	Other Assets	$	228	Other Liabilities	$	—
Total		$	228		$	—

36

(Dollars in thousands)	December 31, 2022
	Derivative Assets			Derivative Liabilities
	Location		Fair Value	Location		Fair Value
Derivatives designated as hedging instruments:
Interest rate swaps	Other Assets	$	—	Other Liabilities	$	—
Total		$	—		$	—

Fair Value Hedges of Interest Rate Risk

The Company is exposed to changes in the fair value of certain of its fixed-rate assets due to changes in benchmark interest rates. The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rates. Interest rate swaps designated as fair value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. Such derivatives are used to hedge the changes in fair value of certain of its pools of fixed rate assets. As of September 30, 2023, the Company had a total of two interest rate swaps with a combined notional amount of $50,000,000 hedging fixed-rate available-for-sale debt securities.

As of September 30, 2023 and December 31, 2022, the following amounts were recorded on the balance sheet related to the cumulative basis adjustment for fair value hedges:

(Dollars in thousands)		September 30,		December 31,
		2023		2022
Carrying amount of hedged assets:		Closed Portfolio Amount		Closed Portfolio Amount
Available-for-sale - Municipals	$	51,041	$	—
Available-for-sale - MBS		36,471		—
Total	$	87,512	$	—
Interst rate swaps notional amount	$	50,000	$	—

(Dollars in thousands)		September 30,		December 31,
		2023		2022
Cumulative amount of fair value hedging adjustment included in the carrying amount of assets:
Available-for-sale - Municipals	$	100	$	—
Available-for-sale - MBS		32		—
Total	$	132	$	—

The table below presents the pre-tax effects of the Company’s derivative instruments designated as fair value hedges on the Consolidated Statements of Income for the years ended September 30, 2023 and 2022:

(Dollars in thousands)		September 30,
		2023		2022
Amount of gain recognized in other comprehensive loss	$	132	$	—
Amount of gain (loss) , net of fair value re-measurements, included in interest income		7		—

Cash Flow Hedges of Interest Rate Risk

The Company uses derivatives to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company has entered into interest rate swaps as part of its interest rate risk management strategy. These interest rate products are designated as cash flow hedges. As of September 30, 2023,

37

the Company had a total of two interest rate swaps with a combined notional amount of $100,000,000 hedging specific short-term wholesale funding positions.

For derivatives designated as cash flow hedges, the gain or loss on the derivatives is recorded in other comprehensive loss and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. During the next twelve months, it is estimated that an additional $959,000 will be reclassified as a decrease to interest expense.

Interest rate swaps designated as cash flow hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. For cash flow hedges on the Company's short-term wholesale funding positions, amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s hedged variable rate short-term wholesale funding positions. During the year ended September 30, 2023, the Company reclassified $24,000 as a reduction in interest expense.

The table below presents the pre-tax effects of the Company’s derivative instruments designated as cash flow hedges on the Consolidated Statements of Income for the years ended September 30, 2023 and 2022:

(Dollars in thousands)		September 30,
		2023		2022
Amount of gain recognized in other comprehensive loss	$	102	$	—
Amount of gain (loss) reclassified from accumulated other comprehensive income to interest expense		24		—
Interest rate swaps notional amount	$	100,000	$	—

Credit Risk-Related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, then the Company could also be declared in default on its derivative obligations and could be required to terminate its derivative positions with the counterparty. The Company also has agreements with its derivative counterparties that contain a provision where if the Company fails to maintain its status as a well-capitalized institution, then the Company could be required to terminate its derivative positions with the counterparty. As of September 30, 2023 and December 31, 2022, the Company had no derivatives in a net liability position and accordingly did not have to post any collateral.

NOTE 10 — FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONCENTRATIONS OF CREDIT RISK

Financial Instruments with Off-Balance Sheet Risk

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 and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments. The Company does not engage in trading activities with respect to any of its financial instruments with off-balance sheet risk.

The Company’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments.

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The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

The Company may require collateral or other security to support financial instruments with off-balance sheet credit risk.

The contract or notional amounts at September 30, 2023 and December 31, 2022 were as follows:

(Dollars in thousands)
	September 30, 2023		December 31, 2022
Financial instruments whose contract amounts represent credit risk:
Commitments to extend credit	$	134,657	$	121,938
Financial standby letters of credit	$	2,130	$	2,124
Performance standby letters of credit	$	3,721	$	3,472

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses that may require payment of a fee. Since some of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, owner-occupied income-producing commercial properties, and residential real estate.

Standby letters of credit are conditional commitments issued by the Company to guarantee payment to a third party when a customer either fails to repay an obligation or fails to perform some non-financial obligation. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company may hold collateral (similar to the items held as collateral for commitments to extend credit) to support standby letters of credit for which collateral is deemed necessary.

Financial Instruments with Concentrations of Credit Risk

The Company originates primarily commercial and residential real estate loans to customers predominately in the Company’s primary five county, Pennsylvania market area. The ability of the majority of the Company’s customers to honor their contractual loan obligations is dependent on the economy and real estate market in this area. At September 30, 2023, the Company had $784,126,000 in loans secured by real estate, which represented 89.0% of total loans. The real estate loan portfolio is largely secured by lessors of residential buildings and dwellings, lessors of non-residential buildings, and lessors of hotels/motels. As of September 30, 2023 and December 31, 2022, management is of the opinion that there were no concentrations exceeding 10% of total loans with regard to loans to borrowers who were engaged in similar activities that were similarly impacted by economic or other conditions.

As all financial instruments are subject to some level of credit risk, the Company requires collateral and/or guarantees for all loans. Collateral may include, but is not limited to property, plant, and equipment, commercial and/or residential real estate property, land, and pledge of securities. In the event of a borrower’s default, the collateral supporting the loan may be seized in order to recoup losses associated with the loan. The Company also establishes an allowance for credit losses that constitutes the amount available to absorb losses within the loan portfolio that may exist due to deficiencies in collateral values.

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NOTE 11 — FAIR VALUE MEASUREMENTS

Fair value measurement and disclosure guidance defines fair value as the price that would be received to sell the asset or transfer the liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. This guidance provides additional information on determining when the volume and level of activity for the asset or liability has significantly decreased. The guidance also includes information on identifying circumstances when a transaction may not be considered orderly.

Fair value measurement and disclosure guidance provides a list of factors that a reporting entity should evaluate to determine whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. When the reporting entity concludes there has been a significant decrease in the volume and level of activity for the asset or liability, further analysis of the information from that market is needed and significant adjustments to the related prices may be necessary to estimate fair value in accordance with the fair value measurement and disclosure guidance.

This guidance clarifies that when there has been a significant decrease in the volume and level of activity for the asset or liability, some transactions may not be orderly. In those situations, the entity must evaluate the weight of the evidence to determine whether the transaction is orderly. The guidance provides a list of circumstances that may indicate that a transaction is not orderly. A transaction price that is not associated with an orderly transaction is given little, if any, weight when estimating fair value.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own belief about the assumptions market participants would use in pricing the asset or liability based upon the best information available. Fair value measurement and disclosure guidance establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1 Inputs:     Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 Inputs:     Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability;

Level 3 Inputs:     Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth as follows.

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Financial Assets Measured at Fair Value on a Recurring Basis

At September 30, 2023 and December 31, 2022, securities measured at fair value on a recurring basis and the valuation methods used are as follows:

(Dollars in thousands)
September 30, 2023	Level 1		Level 2		Level 3		Total
Debt Securities Available-for-Sale:
U.S. Treasury securities	$	6,757	$	—	$	—	$	6,757
Obligations of U.S. Government Agencies and Sponsored Agencies:
Mortgaged-backed		—		118,357		—		118,357
Other		—		8,594		—		8,594
Other mortgage backed debt securities		—		31,796		—		31,796
Obligations of state and political subdivisions		—		83,145		—		83,145
Asset-backed securities		—		47,532		—		47,532
Corporate debt securities		—		36,996		—		36,996
Total debt securities available-for-sale		6,757		326,420		—		333,177
Marketable equity securities		1,389		—		—		1,389
Total recurring fair value measurements	$	8,146	$	326,420	$	—	$	334,566

(Dollars in thousands)
December 31, 2022	Level 1		Level 2		Level 3		Total
Debt Securities Available-for-Sale:
U.S. Treasury securities	$	6,801	$	—	$	—	$	6,801
Obligations of U.S. Government Agencies and Sponsored Agencies:
Mortgaged-backed		—		131,675		—		131,675
Other		—		11,180		—		11,180
Other mortgage backed debt securities		—		33,688		—		33,688
Obligations of state and political subdivisions		—		110,689		—		110,689
Asset-backed securities		—		36,418		—		36,418
Corporate debt securities		—		42,993		—		42,993
Total debt securities available-for-sale		6,801		366,643		—		373,444
Marketable equity securities		1,699		—		—		1,699
Total recurring fair value measurements	$	8,500	$	366,643	$	—	$	375,143

The estimated fair values of equity securities and US Treasury debt securities classified as Level 1 are derived from quoted market prices in active markets; the equity securities consist mainly of stocks held in other banks. The estimated fair values of all debt securities classified as Level 2 are obtained from nationally-recognized third-party pricing agencies. The estimated fair values are derived primarily from cash flow models, which include assumptions for interest rates, credit losses, and prepayment speeds. The significant inputs utilized in the cash flow models are based on market data obtained from sources independent of the Company (observable inputs), and are therefore classified as Level 2 within the fair value hierarchy. The Company does not have any Level 3 inputs for securities. There were no transfers between Level 1 and Level 2 during 2023 or 2022.

Financial Assets Measured at Fair Value on a Nonrecurring Basis

Periodically, non-recurring adjustments may be applied to the carrying value of loans based on the fair value measurements for partial charge-offs of the uncollectible portions of those loans. Non-recurring adjustments can also include certain specific allocation amounts for individually evaluated collateral-dependent loans as calculated when establishing the allowance for credit losses. The Company’s valuation procedure for any individually evaluated loans

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greater than $250,000 requires an appraisal to be obtained and reviewed annually at year end unless the Board of Directors waives such requirement for a specific loan, in favor of obtaining a Certificate of Inspection instead, defined as an internal evaluation completed by the Company. A quarterly collateral evaluation is performed which may include a site visit, property pictures and discussions with realtors and other similar business professionals to ascertain current values. For individually evaluated loans less than $250,000 upon classification and annually at year end, the Company completes a Certificate of Inspection, which includes an onsite inspection, and considers value indicators such as insured values, tax assessed values, recent sales comparisons and a review of the previous evaluations.These assets are included as Level 3 fair values, based upon the lowest level that is significant to the fair value measurements. The fair value consists of the individually evaluated loan balances less the valuation allowance and/or charge-offs. There were no transfers between valuation levels in 2023 and 2022.

Following the adoption of ASU No. 2016-13, at September 30, 2023 measured at fair value on a nonrecurring basis are as follows:

(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets at September 30, 2023
Individually evaluated loans:
Real Estate	$	—	$	—	$	2,340	$	2,340
Total individually evaluated loans	$	—	$	—	$	2,340	$	2,340

Prior to the adoption of ASU No. 2016-13, at December 31, 2022, impaired loans measured at fair value on a nonrecurring basis were as follows:

(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets at December 31, 2022
Impaired loans:
Commercial Real Estate	$	—	$	—	$	5,167	$	5,167
Residential Real Estate		—		—		30		30
Total impaired loans	$	—	$	—	$	5,197	$	5,197

Nonfinancial Assets Measured at Fair Value on a Nonrecurring Basis

There were no foreclosed assets held for resale measured at fair value on a nonrecurring basis at September 30, 2023 and December 31, 2022.

The Company’s foreclosed asset valuation procedure requires an appraisal or a Certificate of Inspection, which considers the sales prices of similar properties in the proximate vicinity, to be completed periodically with the exception of those cases in which the Bank has obtained a sales agreement. These assets are included as Level 3 fair values, based upon the lowest level that is significant to the fair value measurements. There were no transfers between valuation levels in 2023 and 2022.

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The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has utilized Level 3 inputs to determine the fair value:

(Dollars in thousands)	Quantitative Information about Level 3 Fair Value Measurements
Post-ASU No. 2016-13 Adoption:	Fair Value					Weighted
September 30, 2023	Estimate		Valuation Technique	Unobservable Input	Range	Average
Individually evaluated loans - collateral dependent	$	2,340	Appraisal of collateral1,3 Certificate of Inspection1,3	Appraisal adjustments2 Qualitative Adjustments4	(5%) – (5%)	(5%)
Pre-ASU No. 2016-13 Adoption:
December 31, 2022
Impaired loans - collateral dependent	$	2,370	Appraisal of collateral1,3 Certificate of Inspection1,3	Appraisal adjustments2 Qualitative Adjustments4	(0%) – (5%)	(5%)
Impaired loans - other	$	2,827	Discounted cash flow	Discount rate	(4%) – (7%)	(6%)

1. Fair value is generally determined through independent appraisals or Certificates of Inspection of the underlying collateral, as defined by Bank regulators.

2. Appraisals may be adjusted downward by management for qualitative factors such as economic conditions and estimated liquidation expenses. The typical range of appraisal adjustments are presented as a percent of the appraisal value.

3. Includes qualitative adjustments by management and estimated liquidation expenses.

4. Collateral values may be adjusted downward by management for qualitative factors such as economic conditions and estimated liquidation expenses.

Fair Value of Financial Instruments Measured on a Nonrecurring Basis

(Dollars in thousands)	Carrying		Fair Value Measurements at September 30, 2023
	Amount		Level 1		Level 2		Level 3		Total
FINANCIAL ASSETS:
Cash and due from banks	$	10,537	$	10,537	$	—	$	—	$	10,537
Interest-bearing deposits in other banks		2,100		—		2,100		—		2,100
Restricted investment in bank stocks		7,017		—		7,017		—		7,017
Net loans		874,221		—		—		834,222		834,222
Mortgage servicing rights		276		—		—		276		276
Accrued interest receivable		4,615		—		4,615		—		4,615
Derivative Assets		228		—		228		—		228
FINANCIAL LIABILITIES:
Demand, savings and other deposits		742,563		—		742,563		—		742,563
Time deposits		249,740		—		245,793		—		245,793
Short-term borrowings		154,776		—		154,914		—		154,914
Long-term borrowings		22,000		—		21,421		—		21,421
Subordinated debentures		25,000		—		22,859		—		22,859
Accrued interest payable		1,660		—		1,660		—		1,660

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(Dollars in thousands)	Carrying		Fair Value Measurements at December 31, 2022
	Amount		Level 1		Level 2		Level 3		Total
FINANCIAL ASSETS:
Cash and due from banks	$	9,441	$	9,441	$	—	$	—	$	9,441
Interest-bearing deposits in other banks		1,297		—		1,297		—		1,297
Restricted investment in bank stocks		7,136		—		7,136		—		7,136
Net loans		850,195		—		—		810,104		810,104
Mortgage servicing rights		319		—		—		319		319
Accrued interest receivable		4,391		—		4,391		—		4,391
Derivative Assets		—		—		—		—		—
FINANCIAL LIABILITIES:
Demand, savings and other deposits		827,399		—		827,399		—		827,399
Time deposits		166,100		—		160,472		—		160,472
Short-term borrowings		153,418		—		153,209		—		153,209
Long-term borrowings		25,000		—		24,090		—		24,090
Subordinated debentures		25,000		—		22,365		—		22,365
Accrued interest payable		563		—		563		—		563

NOTE 12 — REVENUE RECOGNITION

In accordance with ASU 2014-09 Revenue from Contracts with Customers – Topic 606, and all subsequent ASUs that modified ASC 606, the main types of revenue contracts included in non-interest income within the consolidated statements of income are as follows:

Deposits related fees and service charges

Service charges and fees on deposits, which are included as liabilities in the consolidated balance sheets, consist of fees related to monthly fees for various retail and business checking accounts, automated teller machine (“ATM”) fees (charged for withdrawals by our deposit customers from other bank ATMs) and insufficient funds fees (“NSF”) (which are charged when customers overdraw their accounts beyond available funds). All deposit liabilities are considered to have one-day terms and therefore related fees are recognized in income at the time when the services are provided to the customers. The Company elected to adopt practical expedient related to incremental costs of obtaining deposit contracts. As such, any costs associated with acquiring the deposits, except for time deposits with maturities in excess of one year, are recognized as an expense within non-interest expense in the consolidated statements of income when incurred as the amortization period of the deposit liabilities that otherwise would have been recognized is one year or less.

Wealth/Asset/Trust Management Fees

Wealth management services are delivered to individuals, corporations and retirement funds located primarily within our geographic markets. The Trust Department of the Company conducts the wealth management operations, which provides a broad range of personal and corporate fiduciary services, including the administration of estates.

Assets held in a fiduciary capacity by the Trust Department are not assets of the Company and, therefore, are not included in our consolidated financial statements. Wealth management fees, which are contractually agreed with each customer, are earned each month and recognized on a cash basis based on average fair value of the trust assets under management. The services provided under such a contract are considered a single performance obligation under ASC 606 because they embody a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. Wealth management fees charged by the Trust Department follow a tiered structure based on the type and size of the assets under management. Wealth management fees are included within non-interest income in the consolidated statements of income. As of September 30, 2023 and December 31, 2022, the fair value of trust assets under management was $116,688,000 and $111,172,000, respectively. The costs of acquiring asset

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management customers are incremental and recognized within non-interest expense in the consolidated statements of income.

Interchange Fees and Surcharges

Interchange fees are related to the acceptance and settlement of debit card transactions, both point-of-sale and ATM, to cover operating costs and risks associated with the approval and settlement of the transactions. Interchange fees vary by type of transaction and each merchant sector. Net income recognized from interchange fees is included in non-interest income on the consolidated statements of income. A surcharge is assessed for use of the Company’s ATMs by non-customers. All interchange fees and surcharges are recognized as received on a daily basis for the prior business day’s transactions. All expenses related to the settlement of debit card transactions (both point-of-sale and ATM) are recognized on a monthly basis and included in non-interest expense on the consolidated statements of income.

NOTE 13 — EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Corporation. At September 30, 2023 and 2022, there were no potential common shares outstanding. The following table sets forth the computation of basic and diluted earnings per share.

(In thousands, except earnings per share)	Three Months Ended
	September 30,
	2023		2022
Net income	$	1,283	$	3,504
Weighted-average common shares outstanding		6,065		5,982
Basic and diluted earnings per share	$	0.21	$	0.58

(In thousands, except earnings per share)	Nine Months Ended
	September 30,
	2023		2022
Net income	$	3,779	$	10,869
Weighted-average common shares outstanding		6,042		5,964
Basic and diluted earnings per share	$	0.62	$	1.82

NOTE 14 — GOODWILL

Goodwill resulted from the acquisition of the Pocono Community Bank in November 2007 and of certain fixed and operating assets acquired and deposit liabilities assumed of the branch of another financial institution in Danville, Pennsylvania, in January 2004. Such goodwill represents the excess cost of the acquired assets relative to the assets’ fair value at the dates of acquisition. In accordance with current accounting standards, goodwill is not amortized. Goodwill totaled $19,133,000 at September 30, 2023 and December 31, 2022.

Impairment testing is performed on an annual basis, using either a qualitative or quantitative approach. The assumptions used in the impairment test of goodwill are susceptible to change based on changes in economic conditions and other factors, including our stock price. Any change in the assumptions utilized to determine the carrying value of goodwill could adversely affect our results of operations.

Goodwill was evaluated for impairment at December 31, 2022, and it was determined that goodwill was not impaired. Management evaluated the need for an interim goodwill impairment analysis and determined that there were no triggering events or negative factors affecting goodwill since the previous test that would indicate goodwill was impaired as of September 30, 2023.

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Item 2.  First Keystone Corporation Management’s Discussion and Analysis of Financial Condition and Results of Operation

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

CRITICAL ACCOUNTING POLICIES

The Company has chosen accounting policies that it believes are appropriate to accurately and fairly report its operating results and financial position, and the Company applies those accounting policies in a consistent manner. The Significant Accounting Policies are summarized in Note 1 to the consolidated financial statements included in the 2022 Annual Report on Form 10-K.

Effective January 1, 2023, the Company elected to adopt ASU No. 2016-13, referred to as CECL. Please refer to Note 2- Recent Accounting Standards Updates, Note 3- Securities, and Note 4- Loans and Allowance for Credit Losses for updates reflecting the adoption of ASU No. 2016-13. These Notes supplement updates to the accounting policies previously disclosed in Note 1- Summary of Significant Accounting Policies of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

RESULTS OF OPERATIONS

Quarter ended September 30, 2023 compared to quarter ended September 30, 2022

First Keystone Corporation realized earnings for the three months ended September 30, 2023 of $1,283,000, a decrease of $2,221,000, or 63.4% from the third quarter of 2022. The decrease in net income for the three months ended September 30, 2023 was primarily due to increases in interest paid on deposits, interest paid on short-term borrowings through the Federal Home Loan Bank, and salaries and employee benefits expenses, as well as a reduction in PPP fees.

On a per share basis, for the three months ended September 30, 2023, net income was $0.21 versus $0.58 for the same three month period of 2022. Cash dividends amounted to $0.28 per share for the three months ended September 30, 2023 and 2022.

NET INTEREST INCOME

The major source of operating income for the Company is net interest income, defined as interest and loan fee income less interest expense. In the three months ended September 30, 2023, interest income amounted to $14,237,000, an increase of $2,340,000 or 19.7% from the three months ended September 30, 2022, while interest expense amounted to $7,353,000 in the three months ended September 30, 2023, an increase of $4,975,000 or 209.2% from the three months ended September 30, 2022. As a result, net interest income decreased $2,635,000 or 27.7% to $6,884,000 from $9,519,000 for the same period in 2022.

The Company’s net interest margin for the three months ended September 30, 2023 was 2.23% compared to 3.24% for same period in 2022. The decrease in net interest margin was primarily a result of increased rates paid on deposit products and short-term borrowings.

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PROVISION FOR CREDIT LOSSES

The provision for credit losses for the three months ended September 30, 2023 carried a credit balance of $370,000, compared to a provision balance of $219,000 for the three months ended September 30, 2022. The decrease in the provision for credit losses resulted from the Company’s analysis of the current loan portfolio, including historic losses, past-due trends, current economic conditions, loan portfolio growth, and other relevant factors. The provision for credit losses for the three months ended September 30, 2023 is also reflective of management’s assessment of the continued credit risk associated with the uncertainty surrounding geopolitical and economic concerns. Charge-off and recovery activity in the allowance for credit losses resulted in net recoveries of $30,000 and net charge-offs of $168,000 for the three months ended September 30, 2023 and 2022, respectively. See Allowance for Credit Losses on page 52 for further discussion.

NON-INTEREST INCOME

Total non-interest income was $1,476,000 for the three months ended September 30, 2023, as compared to $1,493,000 for the same period in 2022, a decrease of $17,000, or 1.1%.

Net securities losses increased $37,000 to ($87,000) for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022. Net securities losses were the result of recognizing $87,000 in net losses on held equity securities in the third quarter of 2023 compared to $50,000 in net losses on held equity securities for the same period in 2022. Trust department income decreased $5,000 or 2.1% to $231,000 for the three months ended September 30, 2023 as compared to the same period in 2022.

Service charges and fee income decreased $17,000 or 3.0% while, ATM fees and debit card income increased $25,000 or 4.7% to $556,000 for the three months ended September 30, 2023.

Net gains (losses) on sales of mortgage loans increased $14,000 during the third quarter of 2023 as there were two mortgage loans repurchased from Fannie Mae for a net loss of $3,000 in the third quarter of 2022. Other non-interest income decreased $3,000 or 5.4% to $53,000 for the three months ended September 30, 2023.

NON-INTEREST EXPENSE

Total non-interest expense was $7,420,000 for the three months ended September 30, 2023, as compared to $6,711,000 for the three months ended September 30, 2022.

Expenses associated with employees (salaries and employee benefits) continue to be the largest category of non-interest expense. Salaries and benefits amounted to $4,020,000 or 54.2% of total non-interest expense for the three months ended September 30, 2023, as compared to $3,677,000 or 54.8% for the three months ended September 30, 2022. The increase was due to normal merit increases for employees, filling existing open positions, plus new hires as compared to the same period in 2022.

Net occupancy, furniture and equipment, and computer expense amounted to $1,102,000 for the three months ended September 30, 2023, an increase of $125,000 or 12.8% which was mainly due to increased bank building costs as the result of purchasing and renovating a new branch and higher software costs as the bank implemented a new accounting system during the second quarter of 2023. Professional services increased $41,000 or 13.9% to $336,000 as of September 30, 2023 versus the third quarter of 2022. This was due to increases in audit fees in 2023 and higher consulting fees associated with implementing new internal systems contracts. Pennsylvania shares tax expense amounted to $189,000 for the three months ended September 30, 2023, a decrease of $123,000 or 39.4% as compared to the three months ended September 30, 2022. This decrease was due to lower equity due to the unrealized loss position in the securities portfolio at December 31, 2022.

Federal Deposit Insurance Corporation (“FDIC”) insurance expense amounted to $175,000 for the three months ended September 30, 2023, an increase of $59,000 or 50.9% as compared to the same period in 2022. FDIC insurance expense varies with changes in net asset size, risk ratings, and FDIC derived assessment rates.

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ATM and debit card fees expense amounted to $283,000 for the three months ended September 30, 2023, an increase of $9,000 or 3.3% as compared to the three months ended September 30, 2022. This increase was a result of third party pricing increases and increased debit card transaction volume. Data processing expenses amounted to $544,000 for the three months ended June 30, 2023 as compared to $205,000 for the same period of 2022, an increase of $339,000 or 165.4%. This increase was mainly the result of third party pricing increases, credits used to lower third party costs in the third quarter of 2022 and increased costs associated with preparation for and implementation of the upgrade of the Bank’s online and mobile banking platforms.

Advertising expense amounted to $152,000 in the third quarter of 2023, an increase of $56,000 or 58.3% as compared to the three months ended September 30, 2023. The increase was due to the Bank marketing the new full-service Bethlehem branch, along with utilizing more television and billboard advertising in the third quarter of 2023 as compared to the same period in 2022. Other non-interest expense amounted to $619,000 for the three months ended September 30, 2023, a decrease of $140,000 or 18.4% as compared to 2022. The decrease was mainly the result of a fraud settlement related to a customer’s deposit relationship in the third quarter of 2022.

INCOME TAXES

Income tax expense amounted to $27,000 for the three months ended September 30, 2023, as compared to $578,000 for the three months ended September 30, 2022, a decrease of $551,000. The effective total income tax rate was 2.1% for the three months ended September 30, 2023 as compared to 14.2% for the three months ended September 30, 2022. The decrease in the effective tax rate was mainly due to lower pre-tax earnings in relation to the amount of tax-exempt income earned on securities and low-income housing tax credits. The Company recognized $58,000 of tax credits from low-income housing partnerships in the three months ended September 30, 2023 and 2022.

Nine months ended September 30, 2023 compared to nine months ended September 30, 2022

First Keystone Corporation realized earnings for the nine months ended September 30, 2023 of $3,779,000, a decrease of $7,090,000, or 65.2% from the same period in 2022. The decrease in net income for the nine months ended September 30, 2023 was primarily due to less PPP loan fees, increases in salaries and benefits and data processing expenses, and an increase in interest expense, mainly due to increases in interest paid on deposits and interest paid on short-term borrowings through the Federal Home Loan Bank.

On a per share basis, net income was $0.62 for the nine months ended September 30, 2023 versus $1.82 for the same period in 2022. Cash dividends amounted to $0.84 per share for the nine months ended September 30, 2023 and 2022. 

NET INTEREST INCOME

The major source of operating income for the Company is net interest income, defined as interest and loan fee income less interest expense. For the nine months ended September 30, 2023, interest income amounted to $41,195,000, an increase of $7,558,000 or 22.5% from the nine months ended September 30, 2022, while interest expense amounted to $19,399,000 in the nine months ended September 30, 2023 an increase of $14,518,000 or 297.4% from the nine months ended September 30, 2022. As a result, net interest income decreased $6,960,000 or 24.2% to $21,796,000 from $28,756,000 for the same period in 2022.

The Company’s net interest margin for the nine months ended September 30, 2023 was 2.41% compared to 3.26% for same period in 2022. The decrease in net interest margin was primarily a result of increased rates paid on deposit products and short-term borrowings.

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PROVISION FOR CREDIT LOSSES

The provision for credit losses for the nine months ended September 30, 2023 carried a credit balance of $336,000, compared to a provision balance of $656,000 for the nine months ended September 30, 2023. The decrease in the provision for credit losses resulted from the Company’s analysis of the current loan portfolio, including historic losses, past-due trends, current economic conditions, loan portfolio growth, and other relevant factors. The provision for credit losses for the nine months ended September 30, 2023 is also reflective of management’s assessment of the continued credit risk associated with the uncertainty surrounding geopolitical and economic concerns. Charge-off and recovery activity in the allowance for credit losses resulted in net charge-offs of $2,000 and $125,000 for the nine months ended September 30, 2023 and 2022, respectively. See Allowance for Credit Losses on page 52 for further discussion.

NON-INTEREST INCOME

Total non-interest income was $4,467,000 for the nine months ended September 30, 2023, as compared to $4,396,000 for the same period in 2022, an increase of $71,000, or 1.6%.

ATM fees and debit card income increased $56,000 or 3.5% to $1,654,000 for the nine months ended September 30, 2023 due to increased ATM interchange fees as the result of increased transaction volume. Service charges and fee income increased $21,000 for the nine months ended September 30, 2023. The increase was mainly due to increased overdraft fees on DDA accounts. Gains(losses) on sales of mortgage loans increased $82,000 or 215.8% due to a low number of individual loans sold in the first nine months of 2022 and many of the loans sold in 2022 being sold at a loss. These factors were due to the rate environment and fewer loans being originated with the intent to sell in 2022.

Trust department income was $709,000 for the nine months ended September 30, 2023 a decrease of $45,000 or 6.0% as compared to the same period in 2022. Net securities losses increased $31,000 or 17.1% to ($212,000) for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022. The decrease was due to the Company recognizing $311,000 in net losses on held equity securities and $99,000 in net gains on the sales of debt securities in the first nine months of 2023 as compared to recognizing $181,000 in net losses on held equity securities in the same period in 2022.

NON-INTEREST EXPENSE

Total non-interest expense was $22,330,000 for the nine months ended September 30, 2023, as compared to $19,822,000 for the nine months ended September 30, 2022. Non-interest expense increased $2,508,000 or 12.7%.

Expenses associated with employees (salaries and employee benefits) continue to be the largest category of non-interest expense. Salaries and benefits amounted to $12,139,000 or 54.4% of total non-interest expense for the nine months ended September 30, 2023, as compared to $10,693,000 or 53.9% for the nine months ended September 30, 2022. The increase was mainly due to normal merit increases and new hires along with an increase in medical insurance costs and a one-time bonus paid to all employees in January of 2023.

Net occupancy, furniture and equipment, and computer expense amounted to $3,266,000 for the nine months ended September 30, 2023, an increase of $289,000 or 9.7%. The increase was due to increased bank building and leasehold improvement costs as the result of purchasing and renovating new branch locations and higher software costs as the Bank implemented a new accounting system in the first nine months of 2023. Professional services increased $154,000 or 16.0% to $1,117,000 for the nine months ended September 30, 2023. The increase was mainly the result of increases in annual audit expenses for 2023 along with additional audit expenses relating to year end 2022. Pennsylvania shares tax expense amounted to $671,000 for the nine months ended September 30, 2023, a decrease of $289,000 or 30.1% as compared to the nine months ended September 30, 2022. This decrease was due to lower equity due to the unrealized loss position in the securities portfolio at December 31, 2022.

FDIC insurance expense increased $156,000 or 41.8% for the nine months ended September 30, 2023. FDIC insurance expense varies with changes in net asset size, risk ratings, and FDIC derived assessment rates.

49

ATM and debit card fees expense amounted to $868,000 for the nine months ended September 30, 2023, an increase of $224,000 or 34.8% as compared to the nine months ended September 30, 2022. The increase was the result of third party pricing increases, increased debit card transaction volume and increased ATM fraud. Data processing expenses amounted to $1,213,000 for the nine months ended September 30, 2023, an increase of $499,000 or 69.9% as compared to the nine months ended September 30, 2022. This increase was the result of third party pricing increases, credits used to lower third party costs in the first nine months of 2022 and increased costs associated with preparation for the upgrade of the Bank’s online and mobile banking platforms.

Advertising expense increased $94,000 or 32.9% during the nine months ended September 30, 2023. This increase was mainly due to the Bank marketing the new full-service Bethelehem branch, along with utilizing more television, billboard and radio advertising in the first nine months of 2023 as compared to the same period of 2022. Other non-interest expense amounted to $2,147,000 for the nine months ended September 30, 2023, a decrease of $65,000 or 2.9% as compared to the nine months ended September 30, 2022. The decrease was mainly the result of a fraud reimbursement to one customer and a fraud settlement related to another customer’s deposit relationship both in 2022.

INCOME TAXES

Income tax expense amounted to $490,000 for the nine months ended September 30, 2023, as compared to $1,805,000 for the nine months ended September 30, 2022, a decrease of $1,315,000. The effective total income tax rate was 11.5% for the nine months ended September 30, 2023 as compared to 14.2% for the nine months ended September 30, 2022. The decrease in the effective tax rate was mainly due to lower pre-tax earnings in relation to the amount of tax-exempt income earned on securities and low-income housing tax credits. The Company recognized $174,000 and $191,000 of tax credits from low-income housing partnerships in the nine months ended September 30, 2023 and 2022, respectively.

FINANCIAL CONDITION

SUMMARY

Total assets decreased to $1,319,714,000 as of September 30, 2023, a decrease of $9,480,000 from year-end 2022. Total assets as of December 31, 2022 amounted to $1,329,194,000.

Total debt securities available-for-sale decreased $40,267,000 or 10.8% to $333,177,000 as of September 30, 2023 from December 31, 2022. The decrease was mainly due to the sales of tax-exempt municipals and principal paydowns.

Total loans increased $22,640,000 or 2.6% to $881,038,000 as of September 30, 2023 from December 31, 2022. Loan demand grew in the nine months ended September 30, 2023 as the Bank has realized an increase in loan originations, primarily commercial real estate loans.

Total deposits decreased $1,196,000 or 0.1% to $992,303,000 as of September 30, 2023 from December 31, 2022. The decrease was mainly due to a decrease in non-interest bearing deposits, offset by an increase in interest bearing deposits due to the purchase of $20,250,000 in Brokered CD’s in the third quarter of 2023.

The Company continues to maintain and manage its asset growth. The Company’s strong equity capital position provides an opportunity to further leverage its asset growth. Total borrowings decreased in the nine months ended September 30, 2023 by $1,642,000 to $176,776,000 from $178,418,000 as of December 31, 2022. Borrowings decreased mainly due to decreased repurchase balances and the maturity of a long-term note.

Total stockholders’ equity amounted to $115,021,000 at September 30, 2023, a decrease of $5,365,000 or 4.5% from December 31, 2022 due to a decrease in the market value of the securities portfolio.

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SEGMENT REPORTING

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

EARNING ASSETS

Earning assets are defined as those assets that produce interest income. By maintaining a healthy asset utilization rate, i.e., the volume of earning assets as a percentage of total assets, the Company maximizes income. The earning asset ratio (average interest earning assets divided by average total assets) equaled 93.1% at September 30, 2023 and 94.0% at September 30, 2022. This indicates that the management of earning assets is a priority and non-earning assets, primarily cash and due from banks, fixed assets and other assets, are maintained at minimal levels. The primary earning assets are loans and securities.

Our primary earning asset, total loans, increased to $881,038,000 as of September 30, 2023, up $22,569,000 or 2.6% since year-end 2022. The loan portfolio continues to be well diversified. Non-performing assets increased since year-end 2022, and overall asset quality has remained consistent. Total non-performing assets were $6,293,000 as of September 30, 2023, an increase of $934,000, or 17.4% from $5,359,000 reported in non-performing assets as of December 31, 2022. Total allowance for credit losses to total non-performing assets was 108.33% as of September 30, 2023 and 154.39% at December 31, 2022. See the Non-Performing Assets section on page 55 for more information.

In addition to loans, another primary earning asset is our overall securities portfolio, which decreased in size from December 31, 2022 to September 30, 2023. Debt securities available-for-sale amounted to $333,177,000 as of September 30, 2023, a decrease of $40,267,000 from year-end 2022. The decrease in debt securities available-for-sale is mainly due to the sales of $23,131,000 of tax-exempt municipals during the first quarter of 2023. There were also principal paydowns on debt securities of $22,344,000.

Interest-bearing deposits in other banks increased as of September 30, 2023, to $2,100,000 from $1,297,000 at year-end 2022 due to increased balances due from the Federal Reserve Bank.

LOANS

Total loans increased to $881,038,000 as of September 30, 2023 as compared to $858,469,000 as of December 31, 2022. The table on page 22 provides data relating to the composition of the Company’s loan portfolio on the dates indicated. Total loans increased by $22,569,000 or 2.6%.

Steady demand for borrowing by businesses accounted for the 2.6% increase in the loan portfolio from December 31, 2022 to September 30, 2023. The Real Estate portfolio increased $19,246,000 or 2.5% from $764,880,000 at December 31, 2022 to $784,126,000 at September 30, 2023. The increase in the Real Estate portfolio for the nine months ended September 30, 2023 was mainly the result of $66,345,000 in new loan originations, which were offset by loan payoffs of $31,182,000 and a decrease of $3,664,000 in utilization of existing real estate lines of credit, along with regular principal payments and other typical fluctuations in the Real Estate portfolio. The Agricultural portfolio decreased $152,000 or 17.7% from $860,000 at December 31, 2022 to $708,000 at September 30, 2023. The decrease in the Agricultural portfolio for the nine months ended September 30, 2023 was mainly the result of an increase of $38,000 in utilization of existing agricultural lines of credit, offset with regular principal payments and other typical fluctuations in the Agricultural portfolio. There were no new agricultural loans originated during the nine months ended September 30, 2023 and payoffs of agricultural loans for the nine months ended September 30, 2023 did not have a material impact on the change in the portfolio balance. Overall, the Commercial and Industrial portfolio increased $6,789,000 or 12.1% from $56,077,000 at December 31, 2022 to $62,866,000 at September 30, 2023. The increase in the Commercial and Industrial portfolio during the nine months ended September 30, 2023 was mainly attributable to the portion of the Commercial and Industrial portfolio (excluding PPP loans) which increased $6,825,000 during the nine months ended September 30, 2023. The increase was attributable to $9,154,000 in new loan originations offset by a decrease of $420,000 in utilization of existing commercial and industrial lines of credit and loan payoffs of $1,010,000, as well as

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regular principal payments and other typical amortization in the Commercial and Industrial portfolio. The portion of the Commercial and Industrial portfolio attributable to PPP loans decreased $36,000 from December 31, 2022 to September 30, 2023. Consumer loans increased $511,000 or 9.0% from $5,707,000 at December 31, 2022 to $6,218,000 at September 30, 2023. The increase is mainly attributable to new loan originations of $2,094,000, offset by loan payoffs of $779,000 and a decrease of $25,000 in utilization of existing consumer lines of credit, along with regular principal payments. The State and Political Subdivisions portfolio decreased $3,825,000 or 12.4% from $30,945,000 at December 31, 2022 to $27,120,000 at September 30, 2023. The decrease is mainly the result of $2,419,000 in loan payoffs for the nine months ended September 30, 2023 along with regular principal payments, offset by $734,000 in new loan originations.

The Company continues to originate and sell certain long-term fixed rate residential mortgage loans, which conform to secondary market requirements, when the market pricing is favorable. The Company derives ongoing income from the servicing of mortgages sold in the secondary market. The Company continues its efforts to lend to creditworthy borrowers. Management believes that the loan portfolio is well diversified.

Overall, the portfolio risk profile as measured by loan grade is considered low risk, as $859,261,000 or 97.6% of gross loans are graded Pass; $679,000 or 0.1% are graded Special Mention; $20,617,000 or 2.3% are graded Substandard; and $0 are graded Doubtful. The rating is intended to represent the best assessment of risk available at a given point in time, based upon a review of the borrower’s financial statements, credit analysis, payment history with the Bank, credit history and lender knowledge of the borrower. See Note 4 — Loans and Allowance for Credit Losses for risk grading tables.

Overall, non-pass grades decreased $318,000 to $20,617,000 at September 30, 2023, as compared to $20,935,000 at December 31, 2022. Real Estate non-pass grades decreased $310,000 to $19,900,000 as of September 30, 2023 as compared to $20,210,000 as of December 31, 2022. Commercial and Industrial non-pass grades decreased $57,000 to $668,000 as of September 30, 2023 as compared to $725,000 as of December 31, 2022. Consumer non-pass grades increased to $49,000 as of September 30, 2023 as compared to $0 as of December 31, 2022. There were no Agricultural or State and Political Subdivision non-pass grades at September 30, 2023 or December 31, 2022.

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

Total Loans

(Dollars in thousands)	September 30,		December 31,
	2023		2022
Real Estate	$	784,126	$	764,880
Agricultural		708		860
Commercial and Industrial		62,866		56,077
Consumer		6,218		5,707
State and Political Subdivisions		27,120		30,945
Total Loans	$	881,038	$	858,469

ALLOWANCE FOR CREDIT LOSSES

The allowance for credit losses constitutes the amount available to absorb losses within the loan portfolio. As of September 30, 2023, the allowance for credit losses was $6,817,000 as compared to $8,274,000 as of December 31, 2022. The allowance for credit losses is established through a provision for credit losses charged to expenses. Loans are charged against the allowance for possible credit losses when management believes that the collectability of the principal is unlikely. The risk characteristics of the loan portfolio are managed through various control processes, including credit evaluations of individual borrowers, periodic reviews, and diversification by industry. Risk is further mitigated through

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the application of lending procedures such as the holding of adequate collateral and the establishment of contractual guarantees.

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

Management considers, based upon its methodology, that the allowance for credit losses is adequate to cover foreseeable future losses. However, there can be no assurance that the allowance for credit losses will be adequate to cover significant losses, if any, that might be incurred in the future. On a quarterly basis, management evaluates the qualitative factors utilized in the calculation of the Company’s allowance for credit losses and various adjustments are made to these factors as deemed necessary at the time of evaluation. Upon adoption of ASU No. 2016-13 in the first quarter of 2023, the qualitative factors used in the allowance calculation were adjusted from five loan pools utilized under previous methodology to fifteen loan segmentation pools aligning with the segmentation of the quarterly call report. There were no material increases or decreases in the qualitative factors arising from the realigning of the qualitative factor pools/segments and no additional qualitative factor adjustments were deemed necessary for the first quarter of 2023. During the second quarter of 2023, qualitative factors related to delinquency trends were increased by four basis points for each of the following loan segmentation pools: (a) revolving, open-end, 1-4 family residential properties (and extended under lines of credit) and (b) secured by multifamily (5 or more) residential properties. Both of these loan segmentation pools are included in the Real Estate component of the loan portfolio. During the third quarter of 2023, various qualitative factor decreases were implemented across multiple loan segmentation pools. Delinquency trends were decreased by twelve basis points for each of the following loan segmentation pools: (a) construction, land development, and other land loans, (b) residential construction (loans to build homes, both speculative and owner-occupied, and 1-4 family lot loans), (c) agribusiness, farmland, or secured by farmland, (d) loans secured by junior liens, and (e) loans secured by other non-farm, non-residential properties. All of these loan segmentation pools are included in the Real Estate Component of the loan portfolio. Additionally, delinquency trends were decreased by eight basis points and volume trends were decreased by twelve basis points across all three loan segmentation pools in the Consumer portfolio, volume trends for Commercial and Industrial loans were decreased by eight basis points, and delinquency trends for Agricultural loans were decreased by eight basis points during the third quarter of 2023.

The Analysis of Allowance for Credit Losses table contains an analysis of the allowance for credit losses indicating charge-offs and recoveries for the nine months ended September 30, 2023 and 2022. Net charge-offs as a percentage of average loans was 0.00% and 0.02% for the nine months ended September 30, 2023 and 2022, respectively. Net charge-offs amounted to $2,000 the nine months ended September 30, 2023 as compared to $125,000 for the nine months ended September 30, 2022.

For the nine months ended September 30, 2023, the provision for credit losses carried a credit balance of $336,000 as compared to the provision for credit losses of $656,000 for the nine months ended September 30, 2022. The provision, net of charge-offs and recoveries, resulted in the quarter end allowance for credit losses of $6,817,000, of which 95.0% was attributed to the Real Estate component, 0.0% attributed to the Agricultural component, 3.3% attributed to the Commercial and Industrial component, 1.1% attributed to the Consumer component, and 0.6% attributed to the State and Political Subdivisions component (refer to the activity in Note 4 – Loans and Allowance for Credit Losses on page 14).

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Analysis of Allowance for Credit Losses (Post-Adoption of ASU No. 2016-13)

(Dollars in thousands)
	September 30,
As of and for the nine months ended:	2023
Balance at prior year-end	$	8,274
CECL adoption adjustment		(1,119)
Beginning balance		7,155
Charge-offs:
Real Estate		—
Agricultural		—
Commercial and Industrial		—
Consumer		43
State and Political Subdivisions		—
		43
Recoveries:
Real Estate		36
Agricultural		—
Commercial and Industrial		2
Consumer		3
State and Political Subdivisions		—
		41
Net charge-offs		2
(Credits) additions charged to operations		(336)
Balance at end of period	$	6,817
Ratio of net charge-offs during the period to average loans outstanding during the period		—	%
Allowance for credit losses to average loans outstanding during the period		0.79	%

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Analysis of Allowance for Credit Losses (Pre-Adoption of ASU No. 2016-13)

(Dollars in thousands)	September 30,
As of and for the nine months ended:	2022
Beginning balance	$	8,680
Charge-offs:
Commercial and Industrial		158
Commercial Real Estate		—
Residential Real Estate		12
Consumer		16
		186
Recoveries:
Commercial and Industrial		2
Commercial Real Estate		38
Residential Real Estate		16
Consumer		5
		61
Net recoveries		125
Additions charged to operations		656
Balance at end of period	$	9,211
Ratio of net recoveries during the period to average loans outstanding during the period		0.02	%
Allowance for credit losses to average loans outstanding during the period		1.16	%

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

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

With the Bank’s manageable level of net charge-offs and recoveries along with the additions to the reserve from the provision out of operations, the allowance for credit losses as a percentage of year-to-date average loans amounted to 0.79% and 1.16% at September 30, 2023 and 2022, respectively.

NON-PERFORMING ASSETS

The table on page 58 details the Company’s non-performing assets and individually evaluated loans as of the dates indicated. Generally, a loan is classified as non-accrual and the accrual of interest on such a loan is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on non-accrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against current period

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income. Foreclosed assets held for resale represent property acquired through foreclosure, or considered to be an in-substance foreclosure.

Total non-performing assets amounted to $6,293,000 as of September 30, 2023, as compared to $5,359,000 as of December 31, 2022. The economy remains unstable. Consumer spending remains high, allowing the inflation rate to continue to remain higher than desired. Business sentiment is downbeat and business investment has slowed. Many economists and influential thinkers believe at least a mild recession will hit the United States economy by the final quarter of 2023. Inflation has been receding in recent months, as low as 3% as of June 2023; however, it has risen to 3.7% as of September 2023. The Federal Reserve’s target rate of inflation is 2%. The war between Ukraine and Russia continues to produce worldwide consternation. The continued backing by the United States, both with money and weapons, to Ukraine to support the NATO initiative has been a strain on the economy. Values of new and used homes and automobiles have remained high, and higher interest rates have added to the curtailed borrowing. The Federal Reserve appears to be wrapping up its schedule of rate hikes, indicating a plan to potentially further raise interest rates at least one more time by years’ end if inflation does not continue to decrease, but expects at a minimum to hold rates steady through the end of the year and into next year. These forces have had a direct effect on the Company’s non-performing assets. The Company is closely monitoring all segments of its loan portfolio because of the current uncertain economic environment. Non-accrual loans totaled $5,009,000 as of September 30, 2023, as compared to $5,051,000 as of December 31, 2022. There were no foreclosed assets held for resale as of September 30, 2023 and December 31, 2022. There were five loans past-due 90 days or more and still accruing interest at September 30, 2023 that carried a balance of $1,284,000 which were well-secured by commercial and residential real estate and in the process of collection, compared to December 31, 2022 when loans past-due 90 days or more and still accruing interest amounted to $308,000. The loans past-due 90 days or more and still accruing interest as of December 31, 2022 consisted of three loans secured by commercial and residential real estate, all of which were well secured and in the process of collection.

Non-performing assets to total loans was 0.71% at September 30, 2023 and 0.62% at December 31, 2022. Non-performing assets to total assets was 0.48% at September 30, 2023 and 0.40% at December 31, 2022. The allowance for credit losses to total non-performing assets was 108.33% as of September 30, 2023 as compared to 154.39% as of December 31, 2022. Additional detail can be found on page 58 and 59 in the Non-Performing Assets and Individually Evaluated Loans (Post-Adoption of ASU No. 20016-13) and Non-Performing Assets to Impaired Loans (Pre-Adoption of ASU No. 2016-13) tables and page 26 in the Non-Performing Assets table. Asset quality is a priority and the Company retains a full-time loan review officer to closely track and monitor overall loan quality, along with a full-time loan workout department to manage collection and liquidation effortsand engages an annual external loan review.

Performing substandard loans, which have not been designated for individual evaluation to determine expected credit losses, have characteristics that cause management to have doubts regarding the ability of the borrower to perform under present loan repayment terms and which may result in reporting these loans as non-performing loans in the future. Performing substandard loans not designated for individual impairment amounted to $14,929,000 at September 30, 2023.

Individually evaluated loans were $5,318,000 at September 30, 2023, compared to impaired loans of $11,207,000 at December 31, 2022. The largest individually evaluated loan relationship at September 30, 2023 consisted of a non-performing loan to a student housing holding company which is secured by commercial real estate. At September 30, 2023, the loan carried a balance of $2,340,000, net of $1,989,000 that had been charged off to date. The second largest individually evaluated loan relationship at September 30, 2023 consisted of five non-performing loans to a plastic processing company focused on non-post-consumer recycling. Three loans are classified in the Commercial and Industrial portfolio and two loans are secured by commercial real estate. The loans carried an aggregate balance of $1,005,000 at September 30, 2023. The third largest individually evaluated loan relationship at September 30, 2023 consisted of a non-performing loan to the owner of a golf course and catering venue which is secured by commercial real estate. At September 30, 2023, the loan carried a balance of $582,000.

The Company determines the need for individual evaluation of loans based on its analysis of the cash flows or collateral estimated at fair value less cost to sell. For collateral dependent loans, the estimated appraisal or other qualitative adjustments and cost to sell percentages are determined based on the market area in which the real estate

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securing the loan is located, among other factors, and therefore, can differ from one loan to another. Of the $5,318,000 in individually evaluated loans at September 30, 2023, none were located outside of the Company’s primary market area.

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

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

Improving loan quality is a priority. The Company actively works with borrowers to resolve credit problems and will continue its close monitoring efforts in 2023. Excluding the assets disclosed in the Non-Performing Assets and Individually Evaluated Loans (Post-Adoption of ASU No. 2016-13) and Non-Performign Assets and Impaired Loans (Pre-Adoption of ASU No. 2016-13) tables below, management is not aware of any information about borrowers’ possible credit problems which cause serious doubt as to their ability to comply with present loan repayment terms.

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

The economic climate remains in a very uncertain state. An elevated level of consumer spending, the war between Ukraine and Russia, inflationary pressures, OPEC cutting the oil supply, large bank failures, political turmoil, the inability for government to approve state and/or national budgets, and recession concerns have all exacerbated the difficulties in the national and state economy. Experts at all levels are attempting to calculate the intermediate or long term affects of such issues. The Company may experience difficulties collecting payments on time from its borrowers, and certain types of loans may need to be modified, which could cause a rise in the level of individually evaluated loans, non-performing assets, charge-offs, and delinquencies. Should such metrics increase, additions to the balance of the Company’s allowance for credit losses could be required. The extent of the impact of these stressors on the Company’s operational and financial performance will depend on certain developments including inflationary controls enacted, the labor force, the longevity of the war, the effectiveness in controlling the lingering effects of the COVID-19 outbreak, the ongoing political landscape, and the looming threat of a recession, and any after-effects of these factors. These factors may not immediately impact the Company’s operational and financial performance, as the effects of these factors may lag into the future. The Company is also susceptible to the impact of economic and fiscal policy factors that may evolve in the current economic environment.

A concentration of credit exists when the total amount of loans to borrowers, who are engaged in similar activities that are similarly impacted by economic or other conditions, exceed 10% of total loans. As of September 30, 2023 and December 31, 2022, management is of the opinion that there were no loan concentrations exceeding 10% of total loans.

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Non-Performing Assets and Individually Evaluated Loans (Post-Adoption of ASU No. 2016-13)

(Dollars in thousands)	September 30,
	2023
Non-performing assets
Non-accrual loans	$	5,009
Foreclosed assets held for resale		—
Loans past-due 90 days or more and still accruing interest		1,284
Total non-performing assets	$	6,293
Individually evaluated loans
Non-accrual loans	$	5,009
Other Individually Evaluated loans		309
Total individually evaluated loans		5,318
Allocated allowance for credit losses		—
Net investment in individually evaluated loans	$	5,318
Individually evaluated loans with a valuation allowance	$	—
Individually evaluated loans without a valuation allowance		5,318
Total individually evaluated loans	$	5,318
Allocated valuation allowance as a percent of individually evaluated loans		—	%
Individually evaluated loans to total loans		0.60	%
Non-performing assets to total loans		0.71	%
Non-performing assets to total assets		0.48	%
Allowance for credit losses to individually evaluated loans		128.19	%
Allowance for credit losses to total non-performing assets		108.33	%

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Non-Performing Assets and Impaired Loans (Pre-Adoption of ASU No. 2016-13)

(Dollars in thousands)	December 31,
	2022
Non-performing assets
Non-accrual loans	$	5,051
Foreclosed assets held for resale		—
Loans past-due 90 days or more and still accruing interest		308
Total non-performing assets	$	5,359
Impaired loans
Non-accrual loans	$	5,051
Accruing TDRs		6,156
Total impaired loans		11,207
Allocated allowance for credit losses		—
Net investment in impaired loans	$	11,207
Impaired loans with a valuation allowance	$	—
Impaired loans without a valuation allowance		11,207
Total impaired loans	$	11,207
Allocated valuation allowance as a percent of impaired loans		—	%
Impaired loans to total loans		1.31	%
Non-performing assets to total loans		0.62	%
Non-performing assets to total assets		0.40	%
Allowance for credit losses to impaired loans		73.83	%
Allowance for credit losses to total non-performing assets		154.39	%

Real estate mortgages comprise 89.0% of the loan portfolio as of September 30, 2023, as compared to 89.1% as of December 31, 2022. Real estate mortgages consist of both loans secured by residential and commercial real estate. The real estate loan portfolio is well diversified in terms of borrowers, collateral, interest rates, and maturities. Also, the residential component of the real estate loan portfolio is largely comprised of fixed rate mortgages. The real estate loans are concentrated primarily in the Company’s market area and are subject to risks associated with the local economy. The loans secured by commercial real estate typically reprice approximately every three to five years and are also concentrated in the Company’s market area. The Company’s loss exposure on its individually evaluated loans continues to be mitigated by collateral positions on these loans. The allocated allowance for credit losses associated with individually evaluated loans is generally computed based upon the related collateral value of the loans. The collateral values are determined by recent appraisals or Certificates of Inspection, but are generally discounted by management based on historical dispositions, changes in market conditions since the last valuation and management’s expertise and knowledge of the borrower and the borrower’s business.

DEPOSITS, OTHER BORROWED FUNDS AND SUBORDINATED DEBT

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

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Total deposits decreased $1,196,000 to $992,303,000 as of September 30, 2023 as non-interest bearing deposits decreased by $6,451,000 and interest bearing deposits increased by $5,255,000 from year-end 2022. The decrease in deposits was the result of a $13,876,000 decrease in municipal deposits offset by an increase in time deposits as the result of higher rate CD offerings along with an increase in brokered CDs of $20,250,000. Total short-term and long-term borrowings decreased to $176,776,000 as of September 30, 2023, from $178,418,000 at year-end 2022, a decrease of $1,642,000 or 0.9%. Total borrowings decreased mainly due to a decrease in the balance of repurchase agreements and the maturity of a long-term note.

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

CAPITAL STRENGTH

Normal increases in capital are generated by net income, less dividends paid out. During the nine months ended September 30, 2023, net income less dividends paid decreased capital by $1,296,000. The decrease was offset by a one-time cumulative effect adjustment that increased retained earnings by $768,000 upon the adoption of ASU 2016-13. Accumulated other comprehensive (loss) income derived from net unrealized gains on debt securities available-for-sale and interest rate derivatives also impacts capital. At December 31, 2022 accumulated other comprehensive loss was ($29,558,000). Accumulated other comprehensive loss stood at ($35,719,000) at September 30, 2023, a decrease of $6,161,000. Fluctuations in interest rates have regularly impacted the gain/loss position in the Bank’s securities portfolio, as well as its decision to sell securities at a gain or loss. The fluctuations from net unrealized gains on debt securities available-for-sale and derivatives do not affect regulatory capital, as the Bank elected to opt-out of the inclusion of this item with the filing of the March 31, 2015 Call Report.

The Company held 231,611 shares of common stock as treasury stock at September 30, 2023 and December 31, 2022, respectively. This had an effect of reducing our total stockholders’ equity by $5,709,000 as of September 30, 2023 and December 31, 2022.

Total stockholders’ equity was $115,021,000 as of September 30, 2023, and $120,386,000 as of December 31, 2022.

At September 30, 2023 the Bank met the definition of a “well-capitalized” institution under the regulatory framework for prompt corrective action and the minimum capital requirements under Basel III. The following table presents the Bank’s capital ratios as of September 30, 2023 and December 31, 2022:

					To Be Well
					Capitalized
					Under Prompt
	September 30,		December 31,		Corrective Action
	2023		2022		Regulations
Tier 1 leverage ratio (to average assets)	10.87	%	10.38	%	5.00	%
Common Equity Tier 1 capital ratio (to risk-weighted assets)	15.42	%	15.24	%	6.50	%
Tier 1 risk-based capital ratio (to risk-weighted assets)	15.42	%	15.24	%	8.00	%
Total risk-based capital ratio	16.17	%	16.15	%	10.00	%

Under the final capital rules that became effective on January 1, 2015, there was a requirement for a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets which is in addition to the other minimum risk-based capital standards in the rule. Institutions that do not maintain this required capital buffer will become subject to progressively more stringent limitations on the percentage of earnings that can be paid out in dividends or used for stock repurchases and on the payment of discretionary bonuses to senior executive management. The capital buffer requirement was phased in over three years beginning in 2016. The capital buffer requirement effectively raises the minimum required common equity Tier 1 capital ratio to 7.0%, the Tier 1 capital ratio to 8.5%, and the total capital ratio

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to 10.5% on a fully phased-in basis as of January 1, 2019. As of September 30, 2023, the Bank meets all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis.

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

LIQUIDITY

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

Sources of liquidity are as follows:

● Growth in the core deposit base;

● Proceeds from sales or maturities of securities;

● Payments received on loans and mortgage-backed and asset-backed securities;

● Overnight correspondent bank borrowings on various credit lines, notes, etc., with various levels of capacity;

● Securities sold under agreements to repurchase; and

● Brokered CDs.

At September 30, 2023 the Company had $509,624,000 in maximum borrowing capacity at FHLB (inclusive of the outstanding balances of FHLB long-term notes, FHLB short-term borrowings, and irrevocable standby letters of credit issued by FHLB); the maximum borrowing capacity at ACBB was $15,000,000 and the maximum borrowing capacity of the Federal Discount Window was $8,539,000.

The Company enters into “Repurchase Agreements” in which it agrees to sell securities subject to an obligation to repurchase the same or similar securities. Because the agreement both entitles and obligates the Company to repurchase the assets, the Company may transfer legal control of the securities while still retaining effective control. As a result, the repurchase agreements are accounted for as collateralized financing agreements (secured borrowings) and act as an additional source of liquidity. Securities sold under agreements to repurchase were $17,715,000 at September 30, 2023.

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

Net cash flows provided by operating activities were $2,812,000 for the nine months ended September 30, 2023, compared to net cash flows provided by operating activities of $12,614,000 for the nine months ended September 30, 2022. Net income amounted to $3,779,000 for the nine months ended September 30, 2023 and $10,869,000 for the nine months ended September 30, 2022. During the nine months ended September 30, 2023 and 2022, net premium amortization on securities amounted to $1,196,000 and $2,346,000, respectively. Net gains on sales of mortgage loans amounted to $44,000 for the nine months ended September 30, 2023, compared to net losses on sales of mortgage loans of $38,000 for the nine months ended September 30, 2022. Proceeds (net of gains/losses) from sales of mortgage loans originated for resale exceeded originations of mortgage loans originated for resale by $114,000 for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022 when originations of mortgage loans originated for resale exceeded proceeds (net of gains/losses) from sales of mortgage loans originated for resale by $2,819,000. Net securities losses amounted to $212,000 and $181,000 for the nine months ended September 30, 2023 and 2022, respectively. Accrued interest receivable increased by $224,000 and $118,000 during the nine months ended September 30, 2023 and 2022, respectively. Accrued interest payable increased by $1,097,000 during the nine months ended September 30, 2023, compared to an increase of $322,000 during the nine months ended September 30, 2022.

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Other liabilities decreased by $4,848,000 during the nine months ended September 30, 2023 and decreased by $262,000 during the nine months ended September 30, 2022.

Investing activities provided cash of $7,007,000 during the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022 when investing activities used cash of $96,167,000. Net activity in the available-for-sale securities portfolio (including proceeds from sale, maturities, and redemptions, net against purchases) provided cash of $33,337,000 during the nine months ended September 30, 2023 and used cash of $1,754,000 during the nine months ended September 30, 2022. Changes in restricted investment in bank stocks provided cash of $119,000 and used cash of $2,489,000 during the nine months ended September 30, 2023 and 2022, respectively. Net cash used to originate loans amounted to $22,641,000 for the nine months ended September 30, 2023, compared to $90,178,000 for the nine months ended September 30, 2022. Purchases of premises and equipment used cash of $1,442,000 and $445,000 during the nine months ended September 30, 2023 and 2022, respectively. Purchase of investment in real estate venture used cash of $2,366,000 during the nine months ended September 30, 2023, compared to $1,548,000 for the nine months ended September 30, 2022.

Financing activities used cash of $7,920,000 and provided cash of $32,695,000 during the nine months ended September 30, 2023 and 2022, respectively. Deposits decreased by $1,196,000 during the nine months ended September 30, 2023, and decreased by $19,660,000 during the nine months ended September 30, 2022. Short-term borrowings increased by $1,358,000 and $67,371,000 during the nine months ended September 30, 2023 and 2022, respectively. Repayment of long-term borrowings amounted to $3,000,000 and $10,000,000 during the nine months ended September 30, 2023 and 2022, respectively. Dividends paid amounted to $5,075,000 for the nine months ended September 30, 2023, compared to $5,009,000 for the nine months ended September 30, 2022.

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

MARKET RISK

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

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

Asset/Liability Management

The principal objective of asset/liability management is to manage the sensitivity of the net interest margin to potential movements in interest rates and to enhance profitability through returns from managed levels of interest rate risk. The Company actively manages the interest rate sensitivity of its assets and liabilities. Several techniques are used for measuring interest rate sensitivity. Interest rate risk arises from the mismatches in the repricing of rates on assets and

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liabilities within a given time period, referred to as a rate sensitivity gap. If more assets than liabilities mature or reprice within the time frame, the Company is asset sensitive. This position would contribute positively to net interest income in a rising rate environment. Conversely, if more liabilities mature or reprice, the Company is liability sensitive. This position would contribute positively to net interest income in a falling rate environment. The Company’s cumulative gap at one year indicates the Company is liability sensitive at September 30, 2023.

Earnings at Risk

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

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

Earnings Simulation Modeling

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

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

The table below presents an analysis of the changes in net interest income and net present value of the balance sheet resulting from various increases or decreases in the level of interest rates, such as two percentage points (200 basis points) in the level of interest rates. The calculated estimates of change in net interest income and net present value of the balance sheet are compared to current limits approved by ALCO and the Board of Directors. The earnings simulation model projects net interest income would decrease 9.40%, 17.37%, and 24.09% in the 100, 200 and 300 basis point increasing rate scenarios presented. In addition, the earnings simulation model projects net interest income would increase 1.61%, 5.34%, and 8.24% in the 100, 200 and 300 basis point decreasing rate scenarios presented. All of the forecasts in the increasing and decreasing rate scenarios presented are within the Company’s policy guidelines.

The analysis and model used to quantify the sensitivity of net interest income becomes less reliable in a decreasing rate scenario given the current interest rate environment with federal funds trading in the 525-550 basis point range and many deposit accounts still lagging at markedly lower rates. Results of the decreasing basis point declining scenarios are affected by the fact that many of the Company’s interest-bearing liabilities are at rates below 1% and therefore likely may not decline 100 or more basis points. However, the Company’s interest-sensitive assets are able to decline by these amounts. For the nine months ended September 30, 2023, the cost of interest-bearing liabilities averaged 2.70%, and the yield on interest-earning assets, on a fully taxable equivalent basis, averaged 4.53%.

Net Present Value Estimation

The net present value measures economic value at risk and is used for helping to determine levels of risk at a point in time present in the balance sheet that might not be taken into account in the earnings simulation model. The net

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present value of the balance sheet is defined as the discounted present value of asset cash flows minus the discounted present value of liability cash flows. At September 30, 2023, net present value is projected to decrease 2.29%, 6.25%, and 11.20% in the 100, 200, and 300 basis point immediate increase scenarios, respectively. Additionally, the 100, 200 and 300 basis point immediate decreases in rates are estimated to affect net present value with a decrease of 1.14%, 7.85%, and 23.40%, respectively. All scenarios presented are within the Company’s policy limits.

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

Effect of Change in Interest Rates

	Projected Change
Effect on Net Interest Income
1-Year Net Interest Income Simulation Projection
+300 bp Shock vs. Stable Rate	(24.09)	%
+200 bp Shock vs. Stable Rate	(17.37)	%
+100 bp Shock vs. Stable Rate	(9.40)	%
Flat rate
‒100 bp Shock vs. Stable Rate	1.61	%
‒200 bp Shock vs. Stable Rate	5.34	%
‒300 bp Shock vs. Stable Rate	8.24	%
Effect on Net Present Value of Balance Sheet
Static Net Present Value Change
+300 bp Shock vs. Stable Rate	(11.20)	%
+200 bp Shock vs. Stable Rate	(6.25)	%
+100 bp Shock vs. Stable Rate	(2.29)	%
Flat rate
‒100 bp Shock vs. Stable Rate	(1.14)	%
‒200 bp Shock vs. Stable Rate	(7.85)	%
‒300 bp Shock vs. Stable Rate	(23.40)	%

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Information with respect to quantitative and qualitative disclosures about market risk is included in the information under Management’s Discussion and Analysis in Item 2.

Item 4.  Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures. First Keystone Corporation maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those disclosure controls and procedures performed as of the end of the period covered by this report, the Chief Executive Officer and Chief Financial Officer of the Company concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2023.

b) Changes in internal control over financial reporting. There were no other changes in the Company’s internal control over financial reporting during the fiscal quarter ended September 30, 2023, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

Although the Company is subject to various claims and legal actions that occur from time to time in the ordinary course of business, the Company is not party to any pending legal proceedings that management believes could have a material adverse effect on its business, results of operations, financial condition or cash flows.

Item 1A. Risk Factors

Recent negative developments affecting the banking industry, including recent bank failures or concerns regarding liquidity, have eroded customer confidence in the banking system and may have a material adverse effect on the Corporation.

During March and April 2023 three significant bank failures occurred (Silicon Valley Bank, Signature Bank, and First Republic Bank). This was and continues to be accompanied by financial instability at certain additional banks. These bank failures and bank instabilities have created and may continue to create market and other risks, for all financial institutions and banks, including the Corporation. These risks include, but are not limited to:

● Market risk and loss of confidence in the financial services sector, and/or specific banks;

● Deterioration of securities and loan portfolios;

● Deposit volatility and reductions with higher volumes and occurring over shorter periods of time;

● Increased liquidity demand and utilization of sources of liquidity; and

● Interest rate volatility and abrupt, sudden and greater than usual rate changes.

These factors individually, or in any combination, could materially and adversely affect:

● Financial condition;

● Operations and results thereof; and

● Stock price.

In addition, the previously mentioned bank failures and instabilities may result in an increase of FDIC deposit insurance premiums and/or result in special FDIC deposit insurance assessments, which also may adversely affect the Corporation’s financial condition, operations, results thereof or stock price. The Corporation cannot predict the impact, timing or duration of such events.

Other than the item listed above, there have been no material changes to the risk factors disclosed in Item 1A “Risk Factors” in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022.

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

Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share	(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 - July 31, 2023	―	―	―	120,000
August 1 - August 31, 2023	―	―	―	120,000
September 1 - September 30, 2023	―	―	―	120,000
Total	―	―	―	120,000

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Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

None.

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Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits required by Item 601 Regulation S-K

Exhibit Number	Description of Exhibit
3.1	Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 8-K dated August 28, 2018).
3.2	By-Laws, as amended and restated (Incorporated by reference to Exhibit 3.2 to the Registrant’s Report on Form 8-K dated January 26, 2021).
10.1(a)	Supplemental Employee Retirement Plan – J. Gerald Bazewicz (Incorporated by reference to Exhibit 10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013).*
10.1(b)	Supplemental Employee Retirement Plan – David R. Saracino (Incorporated by reference to Exhibit 10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013).*
10.1(d)	Supplemental Employee Retirement Plan – Elaine Woodland (Incorporated by reference to Exhibit 10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013).*
10.2	Management Incentive Compensation Plan (Incorporated by reference to Exhibit 10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018).*
14	First Keystone Corporation Directors and Senior Management Code of Ethics (Incorporated by reference to Exhibit 99.1 to Registrant’s Report on Form 8-K dated August 27, 2013).
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.**
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.**
32.1	Section 1350 Certification of Chief Executive Officer.**
32.2	Section 1350 Certification of Chief Financial Officer.**
101.INS	Inline XBRL Instance Document.**
101.SCH	Inline XBRL Taxonomy Extension Schema Document.**
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.**
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.**
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.**
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.**
104	Cover Page Interactive Data File (Formatted as Inline XBRL and Contained in Exhibit 101)

*   Denotes a compensatory plan.

** Filed herewith.

The Company will provide a copy of any exhibit upon receipt of a written request for the particular exhibit or exhibits desired. All requests should be addressed to the Company’s principal executive offices.

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FIRST KEYSTONE CORPORATION

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly cause this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FIRST KEYSTONE CORPORATION
	Registrant
November 7, 2023	/s/ Elaine A. Woodland
	Elaine A. Woodland
	President and Chief Executive Officer
	(Principal Executive Officer)
November 7, 2023	/s/ Diane C.A. Rosler
	Diane C.A. Rosler
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer)

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