General





Management's discussion and analysis of financial condition at June 30, 2020 and
December 31, 2019 and results of operations for the three and six months ended
June 30, 2020 and 2019 is intended to assist in understanding the consolidated
financial condition and consolidated results of operations of the Company. The
information contained in this section should be read in conjunction with the
unaudited financial statements and the notes thereto appearing in Part I, Item
1, of this Quarterly Report on Form 10-Q.



Cautionary Note Regarding Forward-Looking Statements





This quarterly report contains forward-looking statements, which can be
identified by the use of words such as "estimate," "project," "believe,"
"intend," "anticipate," "plan," "seek," "expect," "will," "may" and words of
similar meaning. These forward-looking statements include, but are not limited
to:



  ? statements of our goals, intentions and expectations;

? statements regarding our business plans, prospects, growth and operating

strategies;

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



  ? estimates of our risks and future costs and benefits.




These forward-looking statements are based on current beliefs and expectations
of management and are inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are beyond our
control. In addition, these forward-looking statements are subject to
assumptions with respect to future business strategies and decisions that are
subject to change.


The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

? general economic conditions, either nationally or in our market areas, that

are worse than expected;

? effect of the coronavirus (COVID-19) pandemic on the Company and its customers

and on the local, regional, national, and world economies, including

government and regulatory responses to the COVID-19 pandemic;

? changes in the level and direction of loan delinquencies and charge-offs and


    changes in estimates of the adequacy of the allowance for loan losses;

  ? our ability to access cost-effective funding;

? fluctuations in real estate values and both residential and commercial real


    estate market conditions;

  ? demand for loans and deposits in our market area;

  ? our ability to continue to implement our business strategies;

  ? competition among depository and other financial institutions;




37

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Cautionary Note Regarding Forward-Looking Statements (Continued)

? inflation and changes in the interest rate environment that reduce our margins

and yields, reduce the fair value of financial instruments or reduce the

origination levels in our lending business, or increase the level of defaults,


    losses and prepayments on loans we have made and make whether held in
    portfolio or sold in the secondary markets;

  ? adverse changes in the credit and/or securities markets;

? changes in laws or government regulations or policies affecting financial

institutions, including changes in regulatory fees and capital requirements,

including as a result of Basel III;

? our ability to manage market risk, credit risk and operational risk in the


    current economic conditions;

  ? our ability to enter new markets successfully and capitalize on growth
    opportunities;

? our ability to successfully integrate any assets, liabilities, customers,

systems and management personnel we may acquire into our operations and our

ability to realize related revenue synergies and cost savings within expected


    time frames and any goodwill charges related thereto;

  ? changes in consumer spending, borrowing and savings habits;

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


    regulatory agencies, the Financial Accounting Standards Board or the
    Securities and Exchange Commission;

  ? our ability to retain key employees;

? our compensation expense associated with equity allocated or awarded to our

employees;

? changes in the financial condition, results of operations or future prospects


    of issuers of securities that we own;

  ? political instability;

? changes in the quality or composition of our loan or investment portfolios;

? technological changes that may be more difficult or expensive than expected;



  ? failures or breaches of our IT security systems;

  ? the inability of third-party providers to perform as expected; and

? our ability to successfully introduce new products and services, enter new


    markets, and capitalize on growth opportunities.



Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. The Company is not obligated to update any forward-looking statements, except as may be required by applicable law or regulation.





38






Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)





Coronavirus Update



The coronavirus (COVID-19) pandemic has put health and economic strains across
the globe. Concern about the spread of COVID-19 has caused and is likely to
continue to cause business shutdowns, limitations on commercial activity, labor
shortages, supply chain interruptions, increased unemployment, and commercial
property vacancies - all of which can contribute to default on loan payments.
Due to stay-at-home orders and the risks associated with entering a bank branch,
COVID-19 can potentially affect the products and services offered by the Bank as
well as how those products and services are distributed. Additionally, the
Company relies on many third-party vendors such as real estate appraisers,
settlement companies, software vendors, and others to deliver products and
services. The state of operations at these third-party vendors can affect the
ability of the Bank to service its customers. With all of these associated
risks, Management has implemented a number of procedures in response to the
pandemic to support the safety and well-being of our employees, customers, and
shareholders that continue through the date of this report:



? We have addressed the safety of our two branches following the guidelines of

the Center for Disease Control and the State of Pennsylvania, pushing most

customers to the drive-through when possible, and allowing customers into the

branches on an appointment basis.

? We had moved all regular Board of Directors' Meetings from physical meetings

to virtual meetings during the "red" and "yellow" phases as determined by the

State of Pennsylvania. During the "green" phase, all regular Board of

Directors' Meetings have returned to physical meetings.

? We had limited the number of employees in our locations during the "red" and

"yellow" phases. Those employees that could work from home were asked to do so

on a rotating basis to keep the number of employees in the office at one time

at or below ten. During the "green" phase, all employees are working from

their office locations or normal while practicing all of the guidelines of the

Center for Disease Control and the State of Pennsylvania.

? We have provided payment deferrals or interest-only periods on all types of

loans to loan customers adversely affected by COVID-19. These modifications

were originally in force for 90 days and most have already expired. As of

August 12, 2020, we have 64 loans for $9.8 million that are still within their

original 90-day period, or have been granted an extension. These modifications

have not resulted in classification as Troubled Debt Restructurings, but they

are being tracked by management throughout and after the deferral and

interest-only phases. Additionally, management has determined to increase many

of the qualitative factors used in the calculation of the allowance for loan

losses. The table below details the volume and number of loans modified as


    well as the expiration of their respective modifications as of August 12,
    2020.




                             Deferrals               Interest-Only                 Total
Month of Expiration    Loans        Amount        Loans       Amount       Loans        Amount
August 2020 (1)            31     $ 3,317,138          1     $ 31,118          32     $ 3,348,256
September 2020 (1)         32     $ 6,419,098          -     $      -          32     $ 6,419,098
Total                      63       9,736,236          1       31,118          64       9,767,354




  (1) Modifications may be extended on a month-by-month basis.




? We are participating in the Paycheck Protection Program (PPP) to assist local

businesses in keeping their employees on payroll. As of August 12, 2020, we


    have originated 340 PPP loans totaling $20.1 million.




39






Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Coronavirus Update (Continued)

? The following table provides additional information with respect to the

Company's commercial and industrial and commercial mortgage loans by type at

June 30, 2020:




                                      June 30, 2020
                  Type of Loan                      Number of Loans          Balance
                                                                         (in thousands)
Energy and construction                                           26     $         8,377

Retail                                                            23               4,159

Restaurants                                                       20               3,551

Hospitality and tourism                                           14               3,316

Health and other professional services                            31       

3,175


Residential 1-4 family and mixed use real estate                 313       

      35,296

Commercial real estate                                            46              10,552

Multi-Family                                                      29               5,949

Commercial construction                                           10               2,985

Total                                                            512     $        77,360

Critical Accounting Policies





Critical accounting estimates are necessary in the application of certain
accounting policies and procedures and are particularly susceptible to
significant change. Critical accounting policies are defined as those involving
significant judgments and assumptions by management that could have a material
impact on the carrying value of certain assets or on income under different
assumptions or conditions. Management believes the accounting policies discussed
below to be the most critical accounting policies, which involve the most
complex or subjective decisions or assessments.



Allowance for Loan Losses. The allowance for loan losses is established as
losses are estimated to have occurred through a provision for loan losses
charged to income. Loan losses are charged against the allowance when management
believes that specific loans, or portions of loans, are uncollectible. The
allowance for loan losses is evaluated on a regular basis, and at least
quarterly, by management. Management reviews the nature and volume of the loan
portfolio, local and national conditions that may adversely affect the
borrower's ability to repay, loss experience, the estimated value of any
underlying collateral, and other relevant factors. The evaluation of the
allowance for loan losses is characteristically subjective as estimates are
required that are subject to continual change as more information becomes
available.



The allowance consists of general and specific reserve components. The specific
reserves are related to loans that are considered impaired. Loans that are
classified as impaired are measured in accordance with accounting guidance (ASC
310-10-35). The general reserve is allocated for non-impaired loans and includes
evaluation of changes in the trend and volume of delinquency, our internal risk
rating process and external conditions that may affect credit quality.



40






Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Critical Accounting Policies (Continued)





A loan is considered impaired when, based on current information and events, it
is probable that we will be unable to collect the scheduled principal and
interest when due according to the contractual terms of the loan agreement.
Factors considered by management in determining impairment include payment
status and the financial condition of the borrower. Loans that experience
payment shortfalls and insignificant payment delays are typically not considered
impaired. Management looks at each loan individually and considers all the
circumstances around the shortfall or delay including the borrower's prior
payment history, borrower contact regarding the reason for the delay or
shortfall and the amount of the shortfall. Collateral dependent loans are
measured against the fair value of the collateral, while other loans are
measured by the present value of expected future cash flows discounted at the
loan's effective interest rate. All loans are measured individually.



Loan segments are reviewed and evaluated for impairment based on the segment's
characteristic loss history and local economic conditions and trends within the
segment that may affect the repayment of the loans.



From time to time, we may choose to restructure the contractual terms of certain
loans either at the borrower or the Company's request. We review all scenarios
to determine the best payment structure with the borrower to improve the
likelihood of repayment. Management reviews modified loans to determine if the
loan should be classified as a trouble debt restructuring. A trouble debt
restructuring is when a creditor, for economic or legal reasons related to a
debtor's financial difficulties, grants a concession to the borrower that it
would not otherwise consider. Management considers the borrower's ability to
repay when a request to modify existing loan terms is presented. A transfer of
assets to repay the loan balance, a modification of loan terms or a combination
of these may occur. If an appropriate arrangement cannot be made, the loan is
referred to legal counsel, at which time foreclosure will begin. If a loan is
accruing at the time of restructuring, we review the loan to determine if it
should be placed on non-accrual. It is our policy to keep a troubled debt
restructured loan on non-accrual status for at least six months to ensure the
borrower can repay, at that time management may consider its return to accrual
status. Troubled debt restructured loans are classified as impaired loans.



Income Taxes. The Company accounts for income taxes in accordance with
accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance
results in two components of income tax expense: current and deferred. Current
income tax reflects taxes to be paid or refunded for the current period by
applying the provisions of the enacted tax law to the taxable income or excess
of deductions over revenues. U.S. GAAP requires that we use the Balance Sheet
Method to determine the deferred income, which affects the differences between
the book and tax bases of assets and liabilities, and any changes in tax rates
and laws are recognized in the period in which they occur. Deferred taxes are
based on a valuation model and the determination on a quarterly basis whether
all or a portion of the deferred tax asset will be recognized.



Fair Value Measurements. The fair value of a financial instrument is defined as
the amount at which the instrument could be exchanged in a current transaction
between willing parties, other than in a forced or liquidation sale. The Company
estimates the fair value of a financial instrument and any related asset
impairment using a variety of valuation methods. Where financial instruments are
actively traded and have quoted market prices, quoted market prices are used for
fair value. When the financial instruments are not actively traded, other
observable market inputs, such as quoted prices of securities with similar
characteristics, may be used, if available, to determine fair value. When
observable market prices do not exist, we estimate fair value. These estimates
are subjective in nature and imprecision in estimating these factors can impact
the amount of revenue or loss recorded. A more detailed description of the fair
values measured at each level of the fair value hierarchy and the methodology
utilized by the Company can be found in Note 12 to the Consolidated Financial
Statements included in this Quarterly Report on Form 10-Q.



Investment Securities. Available for sale and held to maturity securities are
reviewed quarterly for possible other-than-temporary impairment. The review
includes an analysis of the facts and circumstances of each individual
investment such as the severity of loss, the length of time the fair value has
been below cost, the expectation for that security's performance, the
creditworthiness of the issuer and our intent and ability to hold the security
to recovery. A decline in value that is considered to be other-than-temporary is
recorded as a loss within non-interest income in the statements of income. At
June 30, 2020, we believe the unrealized losses are primarily a result of
increases in market interest rates from the time of purchase. In general, as
market interest rates rise, the fair value of securities will decrease; as
market interest rates fall, the fair value of securities will increase.
Management generally views changes in fair value caused by changes in market
interest rates as temporary; therefore, these securities have not been
classified as other-than-temporarily impaired. Management has also concluded
that based on current information we expect to continue to receive scheduled
interest payments as well as the entire principal balance. Furthermore,
management does not intend to sell these securities and does not believe it will
be required to sell these securities before they recover in value.



41






Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Comparison of Financial Condition at June 30, 2020 and December 31, 2019





Total Assets. Total assets increased by $39.7 million, or 19.6%, from $202.6
million at December 31, 2019 to $242.3 million at June 30, 2020. The increase
was primarily attributable to an increase in cash and cash equivalents of $27.1
million, an increase in net loans of $11.2 million, and an increase in
certificates of deposit of $2.0 million. Offsetting the increases was a decrease
in securities available for sale of $1.8 million, or 18.8%. Funding the growth
in assets was an increase in total deposits of $21.5 million and an increase in
Paycheck Protection Program Liquidity Facility (PPPLF) advances of $17.3
million.



Cash and Cash Equivalents. Cash and cash equivalents increased by $27.1 million,
or 123.9%, to $49.0 million at June 30, 2020 from $21.9 million at December 31,
2019. The increase in cash and cash equivalents was caused by a $29.4 million
increase in interest-bearing deposits with other financial institutions, which
was offset by a $2.3 million decrease in cash and due from banks. The increase
was primarily attributable to an increase in total deposits of $21.5 million as
well as an increase in PPPLF advances of $17.3 million.



Net Loans. Net loans increased $11.2 million, or 7.2%, to $167.4 million at June
30, 2020, from $156.1 million at December 31, 2019. This was caused primarily by
increases in commercial and industrial loans of $19.7 million. The increase was
primarily due to $19.3 million in Paycheck Protection Program loans that were
funded during the six months ended June 30, 2020. These increases were offset by
decreases in one-to-four family and commercial mortgages of $3.9 million and
$4.1 million, respectively. The decrease in one-to-four family and commercial
mortgage loans was due to payoffs and repayments outpacing originations as well
as the sale of $5.7 million in commercial mortgage loans, with servicing
retained. The sale was executed to lessen the concentration of commercial
mortgage loans within the Company's loan portfolio.



Available for Sale Securities. Securities available for sale decreased by $1.8
million or 18.8%, to $8.0 million at June 30, 2020, from $9.8 million at
December 31, 2019. The decrease is primarily due to prepayments on
mortgage-backed securities, the sale of $1,000,000 in corporate bonds, a
$500,000 municipal bond that was called, and $75,000 in municipal bonds that
matured. Offsetting these decreases was the purchase of $2.0 million in
corporate and municipal bonds.



Deposits. Total deposits increased to $170.5 million at June 30, 2020 from
$149.0 million at December 31, 2019. The increase of $21.5 million, or 14.4%,
was primarily due to an increase in interest-bearing demand deposits of $19.0
million, or 104.4%. The increase was primarily due to expansion of existing key
relationships. Offsetting the increase was a decrease in time deposits of $5.0
million, or 5.4%. As part of our strategic plan, we are focused on growing core
deposits and decreasing brokered time deposits.



Federal Home Loan Bank Advances. Federal Home Loan Bank advances remained unchanged at $31.4 million at both June 30, 2020 and December 31, 2019.





Paycheck Protection Program Liquidity Facility Advances. PPPLF advances
increased by $17.3 million to $17.3 million at June 30, 2020. The PPPLF advances
are secured by PPP loans and was primarily utilized to directly fund the
majority of the PPP loans originated during the period. The PPPLF advances have
fixed interest rates and terms that match the term of the underlying secured PPP
loans.



Stockholders' Equity. Stockholders' equity increased by $788,000, or 3.8%, to
$21.7 million at June 30, 2020 from $20.9 million at December 31, 2019. The
increase was primarily due to net income of $603,000 for the six-month period,
as well as an increase in accumulated other comprehensive income of $140,000.
The increase in accumulated other comprehensive income was due to the increases
in the fair values of the securities available for sale.



42






Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Comparison of Operating Results for the Three Months Ended June 30, 2020 and 2019


Net Income. Net income increased by $300,000, or 287.0% to $405,000 for the
three months ended June 30, 2020, from $105,000 for the three months ended June
30, 2019. The increase was primarily due to an increase in noninterest income of
$555,000, or 289.8%, from $192,000 for the three months ended June 30, 2019, to
$747,000 for the three months ended June 30, 2020. The increase in noninterest
income was primarily due to an increase in gain on sale of loans of $589,000,
which was offset by a decrease in gain on sale of securities of $45,000. The
increase to noninterest income was offset by an increase in noninterest expense
of $135,000. Additionally, net interest income after provision increased
$33,000, or 3.1%. The increase was due to an increase of $148,000 in interest
income, a decrease of $63,000 in interest expense, and an increase in provision
for loan losses of $178,000.



Interest and Dividend Income. Interest and dividend income increased $148,000,
or 7.3%, to $2.2 million for the three months ended June 30, 2020, from $2.0
million for the three months ended June 30, 2019. Interest income on loans
increased $188,000, or 10.2%. This increase is attributable to an increase in
the yield on net loans of 17 basis points from 4.71% for the three months ended
June 30, 2019, to 4.88% for the three months ended June 30, 2020. Additionally,
interest-income on certificates of deposit held with other financial
institutions increased by $20,000. Offsetting these increases were decreases in
interest income from interest-bearing deposits with other financial institutions
and investment securities of $40,000 and $20,000, respectively.



Interest Expense. Total interest expense decreased $63,000, or 6.9%, to $850,000
for the three months ended June 30, 2020, compared to $913,000 for the three
months ended June 30, 2019. The decrease was driven by a $68,000 decrease in
interest expense on deposits. The decrease was primarily due to decreases in the
average balances of money market accounts and time deposits of $9.5 million and
$2.2 million, respectively. Offsetting these decreases was an increase in the
average balance of interest-bearing demand accounts of $20.0 million. The yield
on average deposits decreased by 43 basis points, from 2.07% for the three
months ended June 30, 2019, to 1.64% for the three months ended June 30, 2020,
as a result of decreases in market interest rates.



Net Interest Income. Net interest income increased $211,000, or 18.8%, when
comparing the two periods. This was due to an increase in interest income of
$148,000 when comparing the two periods, while interest expense decreased by
$63,000 when comparing the two periods. Average interest-earning assets for the
three months ended June 30, 2019 was $185.1 million, and it increased $27.7
million to $212.9 million for the three months ended June 30, 2020, an increase
of 15.0%. The interest expense was driven by the decrease in cost of
interest-bearing deposits of 43 basis points from 2.07% to 1.64%, as a result of
decreases in market interest rates.



Provision for Loan Losses. The provision for loan losses increased $178,000, or
355.6%, to $228,000 for the three months ended June 30, 2020, from $50,000 for
the three months ended June 30, 2019. The increase in provision for loan losses
was due to the loan payment deferrals due to the COVID-19 pandemic.



The allowance for loan losses reflects the estimate we believe adequate to cover
inherent probable losses. While we believe the estimates and assumptions used in
our determination of the adequacy of the allowance are reasonable, such
estimates and assumptions could change based upon the risk characteristics of
the various portfolio segments, experience with losses, the impact of economic
conditions on borrowers and other relevant factors.



Non-Interest Income. Non-interest income increased $555,000, or 289.9% to
$747,000 for the three months ended June 30, 2020, from $192,000 for the three
months ended June 30, 2019. The increase was primarily due to an increase in
gain on sale of loans of $589,000, from $72,000 for the three months ended June
30, 2019 to $661,000 for the three months ended June 30, 2020. The increase in
gain on sale of loans is due to a high volume of one-to-four mortgage refinances
and purchases. This is primarily due to the low interest rate environment during
the period.



43






Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Comparison of Operating Results for the Three Months Ended June 30, 2020 and 2019 (Continued)


There were also increases in loan servicing fees and earnings on bank-owned life
insurance of $7,000 and $6,000, respectively. These increases were offset by a
$45,000 decrease in gains on the sale of securities and a decrease in other
noninterest income of $3,000.



Non-Interest Expense. Non-interest expense increased $135,000, or 11.6%, to $1.3
million for the three months ended June 30, 2020, compared to $1.2 million for
the three months ended June 30, 2019. Occupancy expenses increased $40,000, from
$99,000 for the three months ended June 30, 2019, to $139,000 for the three
months ended June 30, 2020. There were also increases in professional fees and
salaries and employee benefits of $29,000 and $27,000, respectively. Offsetting
the increases were decreases in federal deposit insurance, contributions and
donations, and data processing expenses of $15,000, $7,000, and $6,000,
respectively. Additionally, other noninterest expenses increased by $68,000.



Income Taxes. The Company recorded an income tax provision of $149,000 for the
three months ended June 30, 2020, an increase of $153,000, or 3,422.4%, from the
tax benefit of $4,000 recorded for the three months ended June, 2019 as a result
of an increase in pre-tax income for the three months ended June 30, 2020. The
effective tax rate for the three months ended June 30, 2020 was 26.9%.



Comparison of Operating Results for the Six Months Ended June 30, 2020 and 2019


Net Income. Net income increased by $386,000, or 177.5% to $603,000 for the six
months ended June 30, 2020, from $217,000 for the six months ended June 30,
2019. The increase was primarily due to an increase in noninterest income of
$657,000, or 198.5%, from $331,000 for the six months ended June 30, 2019, to
$987,000 for the six months ended June 30, 2020. The increase in noninterest
income was primarily due to an increase in gain on sale of loans of $644,000,
from $136,000 for the six months ended June 30, 2019, to $780,000 for the six
months ended June 30, 2020. Additionally, net interest income after provision
for loan losses increased by $152,000, from $2.1 million for the six months
ended June 30, 2019 to $2.3 million for the six months ended June 30, 2020.
These increases were offset by an increase in noninterest expense of $247,000,
which was primarily due to an increase in salaries and employee benefits of
$122,000.



Interest and Dividend Income. Interest and dividend income increased $226,000,
or 5.6%, to $4.3 million for the six months ended June 30, 2020, from $4.1
million for the six months ended June 30, 2019. Interest income on loans
increased $244,000, or 6.7%. This increase is attributable to an increase in the
yield on net loans of 16 basis points from 4.69% for the six months ended June
30, 2019, to 4.85% for the six months ended June 30, 2020. Interest income on
certificates of deposit increased by $34,000. Offsetting these increases were
decreases in interest income from investment securities and interest-bearing
deposits with other financial institutions of $38,000 and $15,000, respectively.



Interest Expense. Total interest expense decreased $71,000, or 3.8%, to $1.8
million for the six months ended June 30, 2020, compared to $1.8 million for the
six months ended June 30, 2019. The decrease was driven by a $63,000 decrease in
interest expense on deposits. The decrease was primarily due to decreases in the
average balances of certificates of deposit and savings accounts of $1.8 million
and $90,000, respectively. These decreases were offset by increases in average
balances of interest-bearing demand accounts and money market accounts of $15.5
million and $2.8 million, respectively. The yield on average deposit accounts
decreased by 31 basis points from 2.09% for the six months ended June 30, 2019,
to 1.78% for the six months ended June 30, 2020, as a result of decreases in
market interest rates.



44






Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Comparison of Operating Results for the Six Months Ended June 30, 2020 and 2019 (Continued)


Net Interest Income. Net interest income increased $297,000, or 13.4%, when
comparing the two periods. This was due to an increase in interest income of
$226,000 when comparing the two periods, while interest expense decreased by
$71,000 when comparing the two periods. Average interest-earning assets for the
six months ended June 30, 2019 was $183.2 million, and it increased $24.3
million to $207.5 million for the six months ended June 30, 2020, an increase of
9.5%. The interest expense was driven by the decrease in cost of
interest-bearing liabilities of 31 basis points from 2.09% to 1.78%, as a result
of decrease in market interest rates.



Provision for Loan Losses. The provision for loan losses increased $145,000, or
151.6%, to $240,000 for the six months ended June 30, 2020, from $96,000 for the
six months ended June 30, 2019. The increase in the provision for loan losses
was due to the loan payment deferrals due to the COVID-19 pandemic.



The allowance for loan losses reflects the estimate we believe adequate to cover
inherent probable losses. While we believe the estimates and assumptions used in
our determination of the adequacy of the allowance are reasonable, such
estimates and assumptions could change based upon the risk characteristics of
the various portfolio segments, experience with losses, the impact of economic
conditions on borrowers and other relevant factors.



Non-Interest Income. Non-interest income increased $657,000, or 198.5% to
$987,000 for the six months ended June 30, 2020, from $331,000 for the six
months ended June 30, 2019. The increase was primarily due to an increase in
gain on sale of loans of $644,000, from $136,000 for the six months ended June
30, 2019 to $780,000 for the six months ended June 30, 2020. The increase in
gain on sale of loans is due to a high volume of one-to-four mortgage refinances
and purchases. This is primarily due to the low interest rate environment during
the period. There were also increases in loan servicing fees and earnings on
bank-owned life insurance of $15,000, $12,000, respectively. The increases were
offset by a decrease in securities gains of $15,000.



Non-Interest Expense. Non-interest expense increased $247,000, or 11.2%, to $2.5
million for the six months ended June 30, 2020, compared to $2.2 million for the
six months ended June 30, 2019. Salaries and employee benefits increased
$122,000, or 11.5%, to $1.2 million for the six months ended June 30, 2020 from
$1.1 million for the six months ended June 30, 2019. The increase was due to the
addition of staff and yearly pay raises. Professional fees increased by $39,000,
from $263,000 for the six months ended June 30, 2019, to $302,000 for the six
months ended June 30, 2020. Occupancy expenses increased by $30,000 and other
noninterest expense increased by $92,000. Offsetting the increases were
decreases in federal deposit insurance, contributions and donations, and date
processing of $21,000, $9,000, and $5,000, respectively.



Income Taxes. The Company recorded an income tax provision of $205,000 for the
six months ended June 30, 2020, an increase of $176,000, or 611.1%, from the tax
provision of $29,000 recorded for the six months ended June 30, 2019 as a result
of an increase in pre-tax income for the six months ended June 30, 2020. The
effective tax rate for the six months ended June 30, 2020 was 25.4% compared to
11.7% for the six months ended June 30, 2019.



45






Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)





Management of Market Risk



General. Our most significant form of market risk is interest rate risk because,
as a financial institution, the majority of our assets and liabilities are
sensitive to changes in interest rates. Therefore, a principal part of our
operations is to manage interest rate risk and limit the exposure of our
financial condition and results of operations to changes in market interest
rates. Our Asset/Liability Management Committee is responsible for evaluating
the interest rate risk inherent in our assets and liabilities, for determining
the level of risk that is appropriate, given our business strategy, operating
environment, capital, liquidity and performance objectives, and for managing
this risk consistent with the policy and guidelines approved by our board of
directors. We currently utilize a third-party modeling program, prepared on a
quarterly basis, to evaluate our sensitivity to changing interest rates, given
our business strategy, operating environment, capital, liquidity and performance
objectives, and for managing this risk consistent with the guidelines approved
by the board of directors.



Our interest rate risk profile is considered liability-sensitive, which means
that if interest rates rise our deposits and other interest-bearing liabilities
would be expected to reprice to higher interest rates faster than would our
loans and other interest-earning assets. We have sought to manage our interest
rate risk in order to minimize the exposure of our earnings and capital to
changes in interest rates. In recent years, we have implemented the following
strategies to manage our interest rate risk:



? increasing lower cost core deposits and limiting our reliance on higher cost

funding sources, such as time deposits; and

? diversifying our loan portfolio by adding more commercial and industrial

loans, which typically have shorter maturities and/or balloon payments, and

selling one- to four-family residential mortgage loans, which have fixed


    interest rates and longer terms.



By following these strategies, we believe that we are well positioned to react to increases in market interest rates.

We do not engage in hedging activities, such as engaging in futures, options or swap transactions, or investing in high-risk mortgage derivatives, such as collateralized mortgage obligation residual interests, real estate mortgage investment conduit residual interests or stripped mortgage backed securities.


Economic Value of Equity. We analyze our sensitivity to changes in interest
rates through an economic value of equity ("EVE") model. EVE represents the
difference between the present value of assets and the present value of
liabilities. The EVE ratio represents the dollar amount of our EVE divided by
the present value of our total assets for a given interest rate scenario. EVE
attempts to quantify our economic value using a discounted cash flow methodology
while the EVE ratio reflects that value as a form of capital ratio. We estimate
what our EVE would be at a specific date. We then calculate what the EVE would
be at the same date throughout a series



of interest rate scenarios representing immediate and permanent, parallel shifts
in the yield curve. We currently calculate EVE under the assumptions that
interest rates increase 100, 200, 300 and 400 basis points from current market
rates and that interest rates decrease 100 basis points from current market

rates.



46






Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Management of Market Risk (Continued)





The following table presents the estimated changes in our EVE that would result
from changes in market interest rates at June 30, 2020. All estimated changes
presented in the table are within the policy limits approved by our board of
directors.



 Basis Point ("bp")                                                                               EVE as Percent of Economic
     Change in                                 Estimated Increase (Decrease) in EVE                     Value of Assets
      Interest
     Rates (1)         Estimated EVE         Dollar Change              Percent Change         EVE Ratio (2)           Change

       +400bp          $        17,222     $           (2,385 )                   (12.16 )%              7.48 %             (0.39 )%
       +300bp                   18,207                 (1,400 )                    (7.14 )%              7.75 %             (0.13 )%
       +200bp                   19,030                   (577 )                    (2.94 )%              7.93 %              0.06 %
       +100bp                   19,553                    (54 )                    (0.28 )%              7.99 %              0.12 %
         0                      19,607                      -                       0.00 %               7.87 %              0.00 %
       -100bp                   19,901                    294                       1.50 %               7.85 %             (0.03 )%



(1) Assumes instantaneous parallel changes in interest rates.

(2) EVE ratio represents the EVE divided by the economic value of assets.






Certain shortcomings are inherent in the methodologies used in the above
interest rate risk measurements. Modeling requires making certain assumptions
that may or may not reflect the manner in which actual yields and costs respond
to changes in market interest rates. The above table assumes that the
composition of our interest-sensitive assets and liabilities existing at the
date indicated remains constant uniformly across the yield curve regardless of
the duration or repricing of specific assets and liabilities. Accordingly,
although the table provides an indication of our interest rate risk exposure at
a particular point in time, such measurements are not intended to and do not
provide a precise forecast of the effect of changes in market interest rates on
our EVE and will differ from actual results.



Liquidity and Capital Resources





Liquidity. Liquidity is the ability to meet current and future financial
obligations of a short-term nature that arise in the ordinary course of
business. Liquidity is primarily needed to meet the borrowing and deposit
withdrawal requirements of our customers and to fund investing activities and
current and planned expenditures. Our primary sources of funds are deposits,
principal and interest payments on loans and securities, proceeds from the sale
of loans, and advances from the Federal Home Loan Bank of Pittsburgh. While
maturities and scheduled amortization of loans and securities are predictable
sources of funds, deposit flows and loan prepayments are greatly influenced by
general interest rates, economic conditions, and competition. Our most liquid
assets are cash and short-term investments including interest-bearing deposits
in other financial institutions. The levels of these assets are dependent on our
operating, financing, lending, and investing activities during any given period.
At June 30, 2020, the Company had cash and cash equivalents of $49.0 million. As
of June 30, 2020, SSB Bank had $31.4 million in outstanding borrowings from the
Federal Home Loan Bank of Pittsburgh and had $85.6 million of total borrowing
capacity.



47






Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Liquidity and Capital Resources (Continued)





At June 30, 2020, the Company had $28.2 million of loan commitments outstanding
which includes $10.2 million of unused lines of credit, $5.1 million of
unadvanced construction funds, $7.8 million of commitments to extend credit, and
$5.2 million in letters of credit. We have no other material commitments or
demands that



are likely to affect our liquidity. If loan demand was to increase faster than
expected, or any unforeseen demand or commitment was to occur, we could access
our borrowing capacity with the Federal Home Loan Bank of Pittsburgh.



Time deposits due within one year of June 30, 2020 totaled $32.9 million. If
these deposits do not remain with us, we may be required to seek other sources
of funds, including other time deposits and Federal Home Loan Bank of Pittsburgh
advances. Depending on market conditions, we may be required to pay higher rates
on such deposits or other borrowings than we paid on time deposits at June 30,
2020. We believe, however, based on past experience that a significant portion
of our time deposits will remain with us. We have the ability to attract and
retain deposits by adjusting the interest rates offered.



SSB Bancorp, Inc. is a separate legal entity from SSB Bank and must provide for
its own liquidity to pay any dividends to its stockholders and for other
corporate purposes. SSB Bancorp, Inc.'s primary source of liquidity is dividend
payments it may receive from SSB Bank. SSB Bank's ability to pay dividends to
SSB Bancorp, Inc. is governed by applicable laws and regulations. At June 30,
2020, SSB Bancorp, Inc. (on an unconsolidated basis) had liquid assets of $3.6
million.



Capital Resources. At June 30, 2020, the Bank exceeded all regulatory capital
requirements and it was categorized as "well capitalized." We are not aware of
any conditions or events since the most recent notification that would change
our category.


Contractual Obligations and Off-Balance Sheet Arrangements


Contractual Obligations. In the ordinary course of our operations, we enter into
certain contractual obligations. The following tables present our contractual
obligations as of the dates indicated.



                                                           Payments Due by Period
Contractual                            Less Than       One to Three     Three to Five      More Than
Obligations              Total          One Year          Years            

Years Five Years


                                                       (In thousands)
At June 30, 2020:
Long-term debt
obligations            $   48,682     $     13,125     $     19,307     $       6,250     $     10,000

At December 31,
2019:
Long-term debt
obligations            $   31,375     $      7,125     $      8,000     $       6,250     $     10,000




Off-Balance Sheet Arrangements. We are a party to financial instruments with
off-balance sheet risk in the normal course of business to meet the financing
needs of our customers. These financial instruments include commitments to
extend credit and unused lines of credit, which involve elements of credit and
interest rate risk in excess of the amount recognized in the balance sheets. Our
exposure to credit loss is represented by the contractual amount of the
instruments. We use the same credit policies in making commitments as we do

for
on-balance sheet instruments.



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