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 ESTIMATES

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 2021 Annual Report on Form 10-K. There have been no changes to the Critical Accounting Estimates since the Company filed its Annual Report on Form 10-K for the year ended December 31, 2021.

RESULTS OF OPERATIONS

Quarter ended March 31, 2022 compared to quarter ended March 31, 2021

First Keystone Corporation realized earnings for the first quarter of 2022 of $3,543,000, a decrease of $335,000, or 8.6% from the first quarter of 2021. The decrease in net income for the three months ended March 31, 2022 was primarily due to a decrease in non-interest income, mainly due to losses on sales of mortgage loans and net securities losses, as compared to gains on sales of mortgage loans and net securities gains realized during the same period in 2021.

On a per share basis, for the three months ended March 31, 2022, net income was $0.60 versus $0.66 for the same three month period of 2021. Cash dividends amounted to $0.28 per share for the three months ended March 31, 2022 and 2021.

NET INTEREST INCOME

The major source of operating income for the Company is net interest income, defined as interest income less interest expense. In the three months ended March 31, 2022, interest income amounted to $10,629,000, an increase of $354,000 or 3.4% from the three months ended March 31, 2021. The increase in interest income was mainly the result of a $331,000 increase in interest earned on taxable securities and a $228,000 increase in interest earned on loans, offset by a $246,000 decrease in SBA PPP lender fees. Interest expense amounted to $1,173,000 in the three months ended March 31, 2022, a decrease of $132,000 or 10.1% from the three months ended March 31, 2021, mainly due to a $110,000 decrease in interest paid on deposits. As a result, net interest income increased $486,000 or 5.4% to $9,456,000 from $8,970,000 for the same period in 2021.

The Company's net interest margin for the three months ended March 31, 2022 was 3.19% compared to 3.37% for same period in 2021. The decrease in net interest margin was primarily a result of a decrease in yields on loans.

PROVISION FOR LOAN LOSSES

The provision for loan losses for the three months ended March 31, 2022 and 2021 was $219,000 and $135,000, respectively. The increase in the provision for loan 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 loan losses for the three months ended March 31, 2022 is also reflective of



                                       36

management's assessment of the continued credit risk associated with the economic uncertainty surrounding the COVID-19 pandemic. Charge-off and recovery activity in the allowance for loan losses resulted in net recoveries of $38,000 and net charge-offs of $21,000 for the the three months ended March 31, 2022 and 2021, respectively. See Allowance for Loan Losses on page 40 for further discussion.

NON-INTEREST INCOME

Total non-interest income was $1,389,000 for the three months ended March 31, 2022, as compared to $1,875,000 for the same period in 2021, a decrease of $486,000, or 25.9%. The decrease was due to recognizing losses on the sales of mortgage loans and net securities losses on held equity securities during the first quarter of 2022 as compared to recognizing gains on both during the same period of 2021.

Net securities (losses) gains decreased $178,000 to ($63,000) for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021. This decrease was due to the Company recognizing $63,000 in losses on held equity securities in the first quarter of 2022 as compared to recognizing $115,000 in gains on held equity securities in the first quarter of 2021. Trust department income decreased $3,000 or 1.2% to $250,000 for the three months ended March 31, 2022 as compared to the same period in 2021.

Service charges and fee income increased $134,000 or 35.7%. The increase was mainly due to increases in overdraft fees and prepayment penalties earned on commercial loan payoffs as compared to the same period in 2021. ATM fees and debit card income decreased $7,000 or 1.4% to $509,000 for the three months ended March 31, 2022.

(Losses) gains on sales of mortgage loans decreased $388,000 or 109.6% to ($34,000) due to a lower number of individual sold loans in the first quarter of 2022 as compared to the first quarter of 2021. Many of the loans sold in the first quarter of 2022 were sold at a loss. Other non-interest income decreased $43,000 or 38.1% to $70,000 for the three months ended March 31, 2022. The decrease was due to lower retail investment income as income from annuities was lower in the first quarter of 2022 as compared to the same period in 2021.

NON-INTEREST EXPENSE

Total non-interest expense was $6,516,000 for the three months ended March 31, 2022, as compared to $6,197,000 for the three months ended March 31, 2021.

Expenses associated with employees (salaries and employee benefits) continue to be the largest category of non-interest expense. Salaries and benefits amounted to $3,554,000 or 54.5% of total non-interest expense for the three months ended March 31, 2022, as compared to $3,300,000 or 53.3% for the three months ended March 31, 2021. The increase was mainly due to normal merit increases and new hires along with an increase in medical insurance costs since the first quarter of 2021.

Net occupancy, furniture and equipment, and computer expense amounted to $1,017,000 for the three months ended March 31, 2022, an increase of $112,000 or 12.4% which was due to the implementation of several new software programs throughout 2021. Professional services increased $39,000 or 15.1% to $298,000 as of March 31, 2022. The increase was mainly the result of an increase in consulting expense as the result of strategic planning and consulting services associated with implementing new internal systems contracts. Pennsylvania shares tax expense amounted to $324,000 for the three months ended March 31, 2022, an increase of $11,000 or 3.5% as compared to the three months ended March 31, 2021. The increase was the result of an increase in total equity.

Federal Deposit Insurance Corporation ("FDIC") insurance expense increased $50,000 for the three months ended March 31, 2022. FDIC insurance expense varies with changes in net asset size, risk ratings, and FDIC derived assessment rates.

ATM and debit card fees expense amounted to $128,000 for the three months ended March 31, 2022, a decrease of $72,000 or 36.0% as compared to the three months ended March 31, 2021. The decrease was the result of negotiations on new internal systems contracts resulting in relationship credits that were applied to the expenses related to those



                                       37

systems. Data processing expenses amounted to $258,000 for the three months ended March 31, 2021 as compared to $294,000 for the same period of 2020, a decrease of $36,000 or 12.2%. This decrease was also the result of the negotiations on new internal systems contracts.

Foreclosed assets held for resale expense decreased $3,000 for the three months ended March 31, 2022. As of March 31, 2022 the Company did not own any foreclosed properties. Advertising expense amounted to $72,000 in the first quarter of 2022 and 2021.

Other non-interest expense amounted to $728,000 for the three months ended March 31, 2022, a decrease of $36,000 or 4.7% as compared to the three months ended March 31, 2021. This decrease was mainly due to a decrease in the provision for unfunded commitments due to a decrease in commercial real estate commitments in the first quarter of 2022 as compared to the same period in 2021.

INCOME TAXES

Income tax expense amounted to $567,000 for the three months ended March 31, 2022, as compared to $635,000 for the three months ended March 31, 2021, a decrease of $68,000. The effective total income tax rate was 13.8% for the three months ended March 31, 2022 as compared to 14.1% for the three months ended March 31, 2021. The decrease in the effective tax rate was mainly due to lower overall operating income. The Company recognized $74,000 and $101,000 of tax credits from low-income housing partnerships in the three months ended March 31, 2022 and 2021, respectively.

FINANCIAL CONDITION

SUMMARY

Total assets decreased to $1,297,087,000 as of March 31, 2022, a decrease of $23,263,000 from year-end 2021. Total assets as of December 31, 2021 amounted to $1,320,350,000.

Total debt securities available-for-sale decreased $3,035,000 or 0.7% to $434,881,000 as of March 31, 2022 from December 31, 2021.

Total loans increased $26,187,000 or 3.5% to $779,028,000 as of March 31, 2022 from December 31, 2021. Loan demand grew in the three months ended March 31, 2022 as the Bank has realized an increase in loan originations, primarily in the commercial real estate portfolio.

Total deposits decreased $32,492,000 or 3.0% to $1,045,477,000 as of March 31, 2022 from December 31, 2021. The decrease was mainly due to a decrease in highly rate sensitive deposits and other normal fluctuations.

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 increased in the three months ended March 31, 2022 by $24,954,000 to $87,331,000 from $62,377,000 as of December 31, 2021. Borrowings increased mainly due to decreased deposit balances and growth in the loan portfolio.

Total stockholders' equity decreased to $133,555,000 at March 31, 2022, a decrease of $15,000,000 or 10.1% from December 31, 2021 due to a decrease in the market value of the securities portfolio resulting in an accumulated other comprehensive loss position.

SEGMENT REPORTING

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



                                       38

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 94.4% at March 31, 2022 and 93.9% at March 31, 2021. 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 $779,028,000 as of March 31, 2022, up $26,187,000, or 3.5% since year-end 2021. The loan portfolio continues to be well diversified. Non-performing assets decreased since year-end 2021, but overall asset quality has remained consistent. Total non-performing assets were $7,018,000 as of March 31, 2022, a decrease of $48,000, or 0.7% from $7,066,000 reported in non-performing assets as of December 31, 2021. Total allowance for loan losses to total non-performing assets was 127.34% as of March 31, 2022 and 122.84% at December 31, 2021. See the Non-Performing Assets section on page 42 for more information.

In addition to loans, another primary earning asset is our overall securities portfolio, which decreased in size from December 31, 2021 to March 31, 2022. Debt securities available-for-sale amounted to $434,881,000 as of March 31, 2022, a decrease of $3,035,000 from year-end 2021. The decrease in debt securities available-for-sale is mainly due to a $21,876,000 decrease in the market value of the portfolio as a result of the current interest rate environment, offset by the deployment of $34,314,000 in cash to purchase debt securities, along with other portfolio activity.

Interest-bearing deposits in other banks decreased as of March 31, 2022, to $1,068,000 from $51,738,000 at year-end 2021 due to decreased cash held at the Federal Reserve Bank. Time deposits with other banks were $0 at March 31, 2022 and $247,000 at December 31, 2021 due to the maturity of the one remaining time deposit.

LOANS

Total loans increased to $779,028,000 as of March 31, 2022 as compared to $752,841,000 as of December 31, 2021. The table on page 19 provides data relating to the composition of the Company's loan portfolio on the dates indicated. Total loans increased by $26,187,000 or 3.5%.

Steady demand for borrowing by businesses accounted for the 3.5% increase in the loan portfolio from December 31, 2021 to March 31, 2022. Overall, the Commercial and Industrial portfolio (which includes tax-free Commercial and Industrial loans) decreased $695,000 or 0.8% from $82,526,000 at December 31, 2021 to $81,831,000 at March 31, 2022. The decrease in the Commercial and Industrial portfolio during the three months ended March 31, 2022 was mainly attributable to a reduction of $3,650,000 in the portion of the Commercial and Industrial portfolio attributable to SBA PPP loans, the balance of which decreased from $4,894,000 at December 31, 2021 to $1,244,000 at March 31, 2022, as a result of loan forgiveness. The portion of the Commercial and Industrial portfolio excluding SBA PPP loans increased $2,955,000 during the three months ended March 31, 2022, mainly resulting from $3,246,000 in new loan originations for the three months ended March 31, 2022 and an increase in utilization of existing Commercial and Industrial lines of credit of $2,013,000, offset by loan payoffs of $808,000 and regular principal payments and other typical fluctuations in the Commercial and Industrial portfolio during the three months ended March 31, 2022. The Commercial Real Estate portfolio (which includes tax-free Commercial Real Estate loans) increased $28,267,000 or 5.4% from $521,654,000 at December 31, 2021 to $549,921,000 at March 31, 2022. The increase is mainly attributable to new loan originations of $53,605,000 for the three months ended March 31, 2022, offset by loan payoffs of $23,289,000 and a decrease in utilization of existing Commercial Real Estate lines of credit of $1,002,000, as well as regular principal payments and other typical amortization in the Commercial Real Estate portfolio during the three months ended March 31, 2022. Residential Real Estate loans decreased $1,393,000 or 1.0% from $143,383,000 at December 31, 2021 to $141,990,000 at March 31, 2022. The decrease was mainly the result of $7,180,000 in new loan originations and an increase in utilization of existing Residential Real Estate (Home Equity) lines of credit of $1,018,000, offset by net loans sold of $2,719,000, loan payoffs of $6,294,000 (of which $1,872,000 was refinanced with the Bank during the three months ended March 31,2022 with the new refinanced loan balances included in the new



                                       39

loan origination total), and regular principal payments and other typical amortization in the Residential Real Estate portfolio during the three months ended March 31, 2022. Net loans sold for the three months ended March 31, 2022 consisted of total loans sold during the three months ended March 31, 2022 of 4,463,000, offset with loans opened and sold in the same quarter during the first quarter of 2022 which amounted to $1,744,000. The Company continues to originate and sell certain long-term fixed rate residential mortgage loans which conform to secondary market requirements. 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. The total commercial portfolio was $631,752,000 at March 31, 2022. Of total loans, $549,921,000 or 70.6% were secured by commercial real estate, primarily lessors of residential buildings and dwellings and lessors of non-residential buildings. The Company continues to monitor these portfolios.

Overall, the portfolio risk profile as measured by loan grade is considered low risk, as $753,796,000 or 96.9% of gross loans are graded Pass; $2,319,000 or 0.3% are graded Special Mention; $21,772,000 or 2.8% 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 Loan Losses for risk grading tables.

Overall, non-pass grades decreased to $24,091,000 at March 31, 2022, as compared to $24,737,000 at December 31, 2021. Commercial and Industrial non-pass grades decreased to $774,000 as of March 31, 2022 as compared to $796,000 as of December 31, 2021. Commercial Real Estate non-pass grades decreased to $21,837,000 as of March 31, 2022 as compared to $22,346,000 as of December 31, 2021. The Residential Real Estate and Consumer loan non-pass grades decreased to $1,480,000 as of March 31, 2022 as compared to $1,595,000 as of December 31, 2021.

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)        March 31,       December 31,
                                 2022             2021
Commercial and Industrial    $     81,831    $        82,526
Commercial Real Estate            549,921            521,654
Residential Real Estate           141,990            143,383
Consumer                            5,286              5,278
Total Loans                  $    779,028    $       752,841


ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses constitutes the amount available to absorb losses within the loan portfolio. As of March 31, 2022, the allowance for loan losses was $8,937,000 as compared to $8,680,000 as of December 31, 2021. The allowance for loan losses is established through a provision for loan losses charged to expenses. Loans are charged against the allowance for possible loan 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 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 loan losses. The methodology in determining adequacy incorporates specific and general 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



                                       40

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 loan losses is adequate to cover foreseeable future losses. However, there can be no assurance that the allowance for loan 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 loan losses and various adjustments are made to these factors as deemed necessary at the time of evaluation. The economic impact caused by the COVID-19 pandemic has played a large role in the qualitative factor adjustments that have been implemented throughout 2021 and the first quarter of 2022. Qualitative factors remained unchanged during the first quarter of 2021, as the economy and unemployment levels showed marked improvement over the prior quarter. During the second quarter of 2021, the qualitative factors related to the local/regional economy were decreased by one basis point across all loan segments, as the economy and job growth in the Company's market areas demonstrated marked improvement over the prior quarter, and the qualitative factor related to collateral values was increased by one basis point for both the Commercial Real Estate and Residential Real Estate portfolio segments due to increasing market values in the real estate sector. Qualitative factors remained unchanged during the third quarter of 2021. During the fourth quarter of 2021, the qualitative factors related to external factors/conditions were increased by one basis point across all loan segments due increased inflation rates, as well as elevated unemployment levels (although improved from 2020 and early 2021) and the uncertainty of how broad the changes implemented by the Federal Reserve would be, and the qualitative factors related to collateral values were increased by one basis point across all loan segments, as collateral values continued to artificially increase as individuals were willing to pay above-average market prices in all sectors. During the first quarter of 2022, the qualitative factors related to the local/regional economy were increased by one basis point across all loan segments due to ongoing economic uncertainty resulting from supply chain disruptions caused by the COVID-19 pandemic, conflicts in foreign countries causing inflationary pressures due to reductions/disruptions in the production of the commodities controlled by these countries, increased interest rates, and the overall inflation rate continuing to rise. Modifications granted in compliance with Section 4013 of the CARES Act were highest in the Commercial Real Estate portfolio segment, the long-term effects of which are still very unclear, as there is still economic uncertainty related to the COVID-19 pandemic, especially in relation to this segment of the Company's loan portfolio. See Allowance for Loan Losses on page 15 for further discussion.

The Analysis of Allowance for Loan Losses table contains an analysis of the allowance for loan losses indicating charge-offs and recoveries for the three months ended March 31, 2022 and 2021. Net recoveries as a percentage of average loans was 0.005% for the three months ended March 31, 2022 and net charge-offs as a percentage of average loans was 0.003% for the three months ended March 31, 2021. Net recoveries amounted to $38,000 the three months ended March 31, 2022 as compared to net charge-offs of $21,000 for the three months ended March 31, 2021.

For the three months ended March 31, 2022, the provision for loan losses was $219,000 as compared to $135,000 for the three months ended March 31, 2021. The provision, net of charge-offs and recoveries, resulted in the quarter end allowance for loan losses of $8,937,000 of which 7.5% was attributed to the Commercial and Industrial component; 64.4% attributed to the Commercial Real Estate component; 17.2% attributed to the Residential Real Estate component; 0.9% attributed to the Consumer component; and 10.0% being the unallocated component (refer to the activity in Note 4 - Loans and Allowance for Loan Losses on page 15). The Company determined that the provision for loan losses made during the current quarter was sufficient to maintain the allowance for loan losses at a level necessary for the probable losses inherent in the loan portfolio as of March 31, 2022.



                                       41

Analysis of Allowance for Loan Losses



(Dollars in thousands)                                   March 31,       March 31,
                                                            2022            2021
Balance at beginning of period                          $      8,680    $      7,933
Charge-offs:
Commercial and Industrial                                          -              13
Commercial Real Estate                                             -               -
Residential Real Estate                                            -               -
Consumer                                                           2              10
                                                                   2              23
Recoveries:
Commercial and Industrial                                          1               -
Commercial Real Estate                                            38               -
Residential Real Estate                                            1               -
Consumer                                                           -               2
                                                                  40               2

Net (recoveries) charge-offs                                    (38)              21
Additions charged to operations                                  219             135
Balance at end of period                                $      8,937    $      8,047

Ratio of net (recoveries) charge-offs during the
period to average loans outstanding during the               (0.005) %         0.003 %

period


Allowance for loan losses to average loans                     1.167 %         1.116 %

outstanding during the period

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 loan 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 loan 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 loan losses as a percentage of average loans amounted to 1.167% and 1.116% at March 31, 2022 and 2021, respectively.

NON-PERFORMING ASSETS

The table on page 45 details the Company's non-performing assets and impaired 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 income. A modification of a loan constitutes a TDR when a borrower is experiencing financial difficulty and the modification constitutes a concession that the Company would not otherwise consider. Modifications to loans classified as TDRs generally include reductions in contractual interest rates, principal deferments and extensions of maturity dates at a stated interest rate lower than the current market for a new loan with similar risk characteristics. While unusual, there may be instances of loan principal forgiveness. Any loan modifications made in response to the COVID-19 pandemic



                                       42

are not considered TDRs as long as the criteria set forth in Section 4013 of the CARES Act are met. Foreclosed assets held for resale represent property acquired through foreclosure, or considered to be an in-substance foreclosure.

Total non-performing assets amounted to $7,018,000 as of March 31, 2022, as compared to $7,066,000 as of December 31, 2021. The economy is very unstable. The unemployment rate has dropped significantly compared to the beginning of the COVID-19 pandemic, but the labor force participation rate has also fallen. The need for workers has driven wages up in most sectors. Inflation is causing extreme concerns in all areas of the economy. The war abroad and its effects on various commodities are pushing inflationary concerns. Values of new and used homes and automobiles continue to climb. The Federal Reserve has indicated a plan to raise interest rates at an accelerated level throughout the year and there has been a resurgence of the COVID-19 pandemic in some areas of the country and world. These forces have had a direct effect on the Company's non-performing assets. The Company is closely monitoring its Commercial Real Estate portfolio because of the current uncertain economic environment. Non-accrual loans totaled $7,018,000 as of March 31, 2022, as compared to $7,066,000 as of December 31, 2021. There were no foreclosed assets held for resale as of March 31, 2022 and December 31, 2021. There were no loans past-due 90 days or more and still accruing interest at March 31, 2022 and December 31, 2021.

Non-performing assets to total loans was 0.90% at March 31, 2022 and 0.94% at December 31, 2021. Non-performing assets to total assets was 0.54% at March 31, 2022 and December 31, 2021, respectively. The allowance for loan losses to total non-performing assets was 127.34% as of March 31, 2022 as compared to 122.84% as of December 31, 2021. Additional detail can be found on page 45 in the Non-Performing Assets and Impaired Loans table and page 24 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 efforts.

Performing substandard loans which are not deemed to be impaired 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 deemed to be impaired amounted to $10,113,000 at March 31, 2022, compared to $10,463,000 at December 31, 2021.

Impaired loans were $13,373,000 at March 31, 2022 and $13,673,000 at December 31, 2021. The largest impaired loan relationship at March 31, 2022 and December 31, 2021 consisted of a non-performing loan to a student housing holding company which was secured by commercial real estate. At March 31, 2022, the loan carried a balance of $3,090,000, net of $1,989,000 that had been charged off to date, compared to December 31, 2021 when the loan carried a balance of $3,090,000, net of $1,989,000 that had been charged off to date. The second largest impaired loan relationship at March 31, 2022 and December 31, 2021 consisted of one performing loan to a student housing holding company, which was classified as a TDR. The loan was secured by commercial real estate and carried a balance of $2,846,000 as of March 31, 2022, net of $943,000 that had been charged off to date, compared to December 31, 2021 when the loan carried a balance of $2,864,000, net of $943,000 that had been charged off to date. The third largest impaired loan relationship at March 31, 2022 and December 31, 2021 consisted of five non-performing loans to a plastic processing company focused on non-post-consumer recycling. Three loans were classified in the Commercial and Industrial portfolio and modified as TDRs and two loans were secured by commercial real estate. The loans carried an aggregate balance of $1,153,000 at March 31, 2022, compared to December 31, 2021 when the loans carried an aggregate balance of $1,176,000.

The Company estimates impairment 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 securing the loan is located, among other factors, and therefore, can differ from one loan to another. Of the $13,373,000 in impaired loans at March 31, 2022, none were located outside of the Company's primary market area.

The outstanding recorded investment of TDRs as of March 31, 2022 and December 31, 2021 was $7,736,000 and $8,020,000, respectively. The decrease in TDRs at March 31, 2022 as compared to December 31, 2021 is mainly attributable to regular principal payments and paydowns on existing TDRs that were completed during the three months ended March 31, 2022. Of the twenty-eight restructured loans at March 31, 2022, four loans were classified in the



                                       43

Commercial and Industrial portfolio, twenty-three loans were classified in the Commercial Real Estate portfolio, and one loan was classified in the Residential Real Estate portfolio. Troubled debt restructurings at March 31, 2022 consisted of ten term modifications beyond the original stated term, three rate modifications, and fourteen payment modifications. There was also one troubled debt restructuring that experienced all three types of modifications-payment, rate, and term. TDRs are separately evaluated for payment disclosures, and if necessary, a specific allocation is established. There were no specific allocations attributable to the TDRs at March 31, 2022 or December 31, 2021. There were no unfunded commitments attributable to the TDRs at March 31, 2022 and December 31, 2021.

At March 31, 2022, three Commercial and Industrial loans classified as TDRs with a combined recorded investment of $696,000, six Commercial Real Estate loans classified as TDRs with a combined recorded investment of $431,000, and one Residential Real Estate loan classified as a TDR with a balance of $13,000 were not in compliance with the terms of their restructure, compared to March 31, 2021 when three Commercial and Industrial loans classified as TDRs with a combined recorded investment of $737,000, six Commercial Real Estate loans classified as TDRs with a combined recorded investment of $299,000, and one Residential Real Estate loan classified as a TDR with a recorded investment of $17,000 were not in compliance with the terms of their restructure.

One Commercial Real Estate loan that was modified as a TDR within the twelve months preceding March 31, 2022 experienced a payment default during the three months ended March 31, 2022, but the loan was subsequently paid off prior to the end of the quarter. Of the loans that were modified as TDRs during the twelve months preceding March 31, 2021, one Commercial Real Estate loan in the amount of $92,000 experienced a payment default during the three months ended March 31, 2021.

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 2022. Excluding the assets disclosed in the Non-Performing Assets and Impaired Loans tables below and the Troubled Debt Restructurings section in Note 4 - Loans and Allowance for Loan Losses, 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 uncertain at this time. The COVID-19 pandemic has caused much upheaval and uncertainty in the national and state economy and experts at all levels are attempting to calculate the intermediate or long term affects. 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 impaired loans, non-performing assets, charge-offs, and delinquencies. Should such metrics increase, additions to the balance of the Company's allowance for loan losses could be required. The extent of the impact of the COVID-19 pandemic on the Company's operational and financial performance will depend on certain developments including inflationary pressures, the labor force, supply bottlenecks, the government's ability to respond to foreign and domestic issues, and the effectiveness in controlling the lingering effects of the outbreak, etc. 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 post-pandemic environment.



                                       44

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 March 31, 2022 and December 31, 2021, management is of the opinion that there were no loan concentrations exceeding 10% of total loans.

Non-Performing Assets and Impaired Loans



(Dollars in thousands)                                     March 31,       December 31,
                                                              2022             2021
Non-performing assets
Non-accrual loans                                         $      7,018    $         7,066
Foreclosed assets held for resale                                    -                  -
Loans past-due 90 days or more and still accruing
interest                                                             -                  -
Total non-performing assets                               $      7,018    $         7,066

Impaired loans
Non-accrual loans                                         $      7,018    $         7,066
Accruing TDRs                                                    6,355              6,607
Total impaired loans                                            13,373             13,673
Allocated allowance for loan losses                                  -                  -
Net investment in impaired loans                          $     13,373    $        13,673

Impaired loans with a valuation allowance                 $          -    $             -
Impaired loans without a valuation allowance                    13,373             13,673
Total impaired loans                                      $     13,373    $        13,673

Allocated valuation allowance as a percent of impaired loans

                                                                - %                - %
Impaired loans to total loans                                     1.72 %             1.81 %
Non-performing assets to total loans                              0.90 %             0.94 %
Non-performing assets to total assets                             0.54 %             0.54 %
Allowance for loan losses to impaired loans                      66.83 %            63.48 %
Allowance for loan losses to total non-performing
assets                                                          127.34 %           122.84 %


Real estate mortgages comprise 88.8% of the loan portfolio as of March 31, 2022, as compared to 88.3% as of December 31, 2021. Real estate mortgages consist of both residential and commercial real estate loans. The real estate loan portfolio is well diversified in terms of borrowers, collateral, interest rates, and maturities. Also, the residential 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 commercial real estate loans 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 impaired loans continues to be mitigated by collateral positions on these loans. The allocated allowance for loan losses associated with impaired 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 eighteen full service office locations, one loan production office 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.

Total deposits decreased $32,492,000 to $1,045,477,000 as of March 31, 2022 as non-interest bearing deposits decreased by $7,440,000 and interest bearing deposits decreased by $25,052,000 from year-end 2021. The decrease in deposits was the result of a $42,476,000 decrease in highly rate sensitive deposits and other normal fluctuations. Total



                                       45

short-term and long-term borrowings increased to $87,331,000 as of March 31, 2022, from $62,377,000 at year-end 2021, an increase of $24,954,000 or 40.0%. The increase in total borrowings was mainly the result of increased short-term borrowings as deposits decreased and cash balances were deployed into earning assets.

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 three months ended March 31, 2022, net income less dividends paid increased capital by $1,878,000. Accumulated other comprehensive (loss) income derived from net unrealized gains on debt securities available-for-sale also impacts capital. At December 31, 2021 accumulated other comprehensive income was $7,588,000. Accumulated other comprehensive loss stood at ($9,694,000) at March 31, 2022, a decrease of $17,282,000. 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 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 March 31, 2022 and December 31, 2021. This had an effect of reducing our total stockholders' equity by $5,709,000 as of March 31, 2022 and December 31, 2021.

Total stockholders' equity was $133,555,000 as of March 31, 2022, and $148,555,000 as of December 31, 2021.

At March 31, 2022 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 March 31, 2022 and December 31, 2021:




                                                                                   To Be Well
                                                                                   Capitalized
                                                                                  Under Prompt
                                                 March 31,     December 31,     Corrective Action
                                                    2022           2021            Regulations
Tier 1 leverage ratio (to average assets)             10.56 %          10.14 %               5.00 %
Common Equity Tier 1 capital ratio (to
risk-weighted assets)                                 15.40 %          15.52 %               6.50 %
Tier 1 risk-based capital ratio (to
risk-weighted assets)                                 15.40 %          15.52 %               8.00 %
Total risk-based capital ratio                        16.44 %          16.57 %              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 to 10.5% on a fully phased-in basis as of January 1, 2019. As of March 31, 2022, 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.



                                       46

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 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 March 31, 2022 the Company had $440,392,000 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 $2,912,000.

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 $24,082,000 at March 31, 2022.

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 $5,448,000 and $2,233,000 as of March 31, 2022 and 2021, respectively. Net income amounted to $3,543,000 for the three months ended March 31, 2022 and $3,878,000 for the three months ended March 31, 2021. During the three months ended March 31, 2022 and 2021, net premium amortization on securities amounted to $838,000 and $658,000, respectively. Net losses on sales of mortgage loans amounted to $34,000 for the three months ended March 31, 2022, compared to gains on sales of mortgage loans of $354,000 for the three months ended March 31, 2021. Proceeds (net of gains/losses) from sales of mortgage loans originated for resale exceeded originations of mortgage loans originated for resale by $1,228,000 for the three months ended March 31, 2022, and originations of mortgage loans originated for resale exceeded proceeds (net of gains/losses) from sales of mortgage loans originated for resale by $1,984,000 for the three months ended March 31, 2021. Net securities losses amounted to $63,000 for the three months ended March 31, 2022, compared to net securities gains of $115,000 for the three months ended March 31, 2021. Accrued interest receivable decreased by $40,000 and $186,000 during the three months ended March 31, 2022 and 2021, respectively. Other assets increased by $655,000 and $889,000 during the three months ended March 31, 2022 and 2021, respectively. Other liabilities decreased by $347,000 during the three months ended March 31, 2022 and increased by $433,000 during the three months ended March 31, 2021.

Investing activities used cash of $48,070,000 and $26,534,000 during the three months ended March 31, 2022 and 2021, respectively. Net activity in the available-for-sale securities portfolio (including proceeds from maturities and redemptions, net against purchases) used cash of $19,679,000 during the three months ended March 31, 2022, compared to $26,687,000 for the three months ended March 31, 2021. Changes in restricted investment in bank stocks used cash of



                                       47

$1,130,000 during the three months ended March 31, 2022 and provided cash of $200,000 during the three months ended March 31, 2021. Net cash used to originate loans amounted to $27,411,000 for the three months ended March 31, 2022, compared to $62,000 for the three months ended March 31, 2021.

Financing activities used cash of $8,817,000 during the three months ended March 31, 2022 and provided cash of $37,015,000 during the three months ended March 31, 2021. Deposits decreased by $32,492,000 during the three months ended March 31, 2022, compared to an increase of $40,369,000 during the three months ended March 31, 2021. Short-term borrowings increased by $24,954,000 and $2,929,000 during the three months ended March 31, 2022 and 2021, respectively. No repayment of long-term borrowings transpired during the three months ended March 31, 2022, compared to the three months ended March 31, 2021 when repayment of long-term borrowings used cash of $5,000,000. Dividends paid amounted to $1,665,000 for the three months ended March 31, 2022, compared to $1,647,000 for the three months ended March 31, 2021.

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 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 assets and 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 March 31, 2022.



                                       48

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 on the next page 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 7.63%, 14.22% and 20.45% in the 100, 200 and 300 basis point increasing rate scenarios presented. In addition, the earnings simulation model projects net interest income would decrease 0.05% and 4.99% in the 100 and 200 basis point decreasing rate scenarios presented. All of these forecasts are within the Company's one year 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 unprecedented low interest rate environment with federal funds trading in the 25 - 50 basis point range. 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 three months ended March 31, 2022, the cost of interest-bearing liabilities averaged 0.51%, and the yield on interest-earning assets, on a fully taxable equivalent basis, averaged 3.57%.

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 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 March 31, 2022, net present value is projected to increase 4.52%, 1.23%, and 5.67% in the 100, 200, and 300 basis point immediate increase scenarios, respectively. Additionally, the 100 and 200 basis point immediate decrease scenarios are estimated to affect net present value with a decrease of 16.75% and 51.31%, respectively. These scenarios presented are within the Company's policy limits, aside from the 200 basis point immediate decrease scenario at (51.31)% vs. a policy limit of (30.0)%.



                                       49

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 Income Simulation Projection
+300 bp Shock vs. Stable Rate                            (20.45) %
+200 bp Shock vs. Stable Rate                            (14.22) %
+100 bp Shock vs. Stable Rate                             (7.63) %
Flat rate
-100 bp Shock vs. Stable Rate                             (0.05) %
-200 bp Shock vs. Stable Rate                             (4.99) %

Effect on Net Present Value of Balance Sheet
Static Net Present Value Change
+300 bp Shock vs. Stable Rate                               5.67 %
+200 bp Shock vs. Stable Rate                               1.23 %
+100 bp Shock vs. Stable Rate                               4.52 %
Flat rate
-100 bp Shock vs. Stable Rate                            (16.75) %
-200 bp Shock vs. Stable Rate                            (51.31) %

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