General





Management's discussion and analysis of financial condition at September 30,
2020 and December 31, 2019 and results of operations for the three and nine
months ended September 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 Commonwealth 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

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

Directors' Meetings have returned to in-person 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 as normal while practicing all of the guidelines of the

Center for Disease Control and the Commonwealth 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

September 30, 2020, we had 25 loans for $9.2 million that were still within

their original 90-day period or had been granted an extension. As permitted by

applicable banking agency guidance and accounting guidance issued in response

to the COVID-19 pandemic, 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 September 30, 2020.




39






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

Coronavirus Update (Continued)





                                                 Deferrals
                    Month of Expiration    Loans        Amount
                    October 2020 (1)            9     $ 4,801,608
                    November 2020 (1)           4     $   444,848
                    December 2020 (1)           4     $ 1,716,624
                    January 2021                -     $         -
                    February 2021               -     $         -
                    March 2021                  -     $         -
                    April 2021                  8       2,266,484
                    Total                      25       9,229,564




          (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 September 30, 2020, we

originated 342 PPP loans totaling $20.1 million. PPP loans are included within


    the category of commercial and industrial loans in the Company's loan
    portfolio.

  ? We have started accepting applications for PPP loan forgiveness. As of

September 30, 2020, none of our PPP loans have been forgiven by the SBA.

? The following table provides additional information with respect to the

Company's commercial and industrial and commercial mortgage loans, by loan


    type, at September 30, 2020:




                                      September 30, 2020
                Type of Loan (1)                     Number of Loans            Balance
                                                                            (in thousands)
Energy and construction                                             23     $           8,511

Retail                                                              25                 3,834

Restaurants                                                         18                 3,611

Hospitality and tourism                                             13                 3,284

Health and other professional services                              32     

           3,159

Paycheck Protection Program                                        342                20,135

Residential 1-4 family and mixed use real estate                   298     

          33,322

Commercial real estate                                              46                10,742

Multi-Family                                                        28                 5,813

Commercial construction                                              9                 1,870

Total                                                              492     $          74,146




40






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

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.



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.




41






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

Critical Accounting Policies (Continued)





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
September 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.



42






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

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





Total Assets. Total assets increased by $24.7 million, or 12.2%, from $202.6
million at December 31, 2019 to $227.4 million at September 30, 2020. The
increase was primarily attributable to an increase in cash and cash equivalents
of $14.3 million, an increase in net loans of $9.7 million, and an increase in
certificates of deposit of $1.5 million. Offsetting the increases was a decrease
in securities available for sale of $2.4 million, or 24.1%. Funding the growth
in assets was an increase in total deposits of $13.8 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 $14.3 million,
or 65.3%, to $36.2 million at September 30, 2020 from $21.9 million at December
31, 2019. The increase in cash and cash equivalents was caused by a $17.2
million increase in interest-bearing deposits with other financial institutions,
which was offset by a $2.9 million decrease in cash and due from banks. The
increase in cash was primarily attributable to an increase in total deposits of
$13.8 million as well as an increase in PPPLF advances of $17.3 million.



Net Loans. Net loans increased $9.7 million, or 6.2%, to $165.9 million at
September 30, 2020, from $156.1 million at December 31, 2019. This was caused
primarily by an increase in commercial and industrial loans of $20.4 million.
The increase was primarily due to $20.1 million in PPP loans that were funded
during the nine months ended September 30, 2020. These increases were offset by
decreases in one-to-four family and commercial mortgages of $3.1 million and
$7.2 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 reduce the concentration of commercial
mortgage loans within the Company's loan portfolio.



Available for Sale Securities. Securities available for sale decreased by $2.4
million or 24.1%, to $7.5 million at September 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, and $500,000 of mortgage-backed securities.



Deposits. Total deposits increased to $162.8 million at September 30, 2020 from
$149.0 million at December 31, 2019. The increase of $13.8 million, or 9.2%, was
primarily due to an increase in interest-bearing demand deposits of $12.5
million, or 68.8%. The increase was primarily due to expansion of existing key
relationships and the depositing of PPP loan proceeds in the Bank. Offsetting
the increase was a decrease in time deposits of $13.1 million, or 14.0%. 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 decreased by
$7.1 million, or 22.7%, from $31.4 million at December 31, 2019, to $24.3
million at September 30, 2020. The decrease was due to two advances totaling
$7.1 million that were repaid during the nine months ended September 30, 2020.



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



Stockholders' Equity. Stockholders' equity increased by $1.3 million, or 6.3%,
to $22.2 million at September 30, 2020 from $20.9 million at December 31, 2019.
The increase was primarily due to net income of $1.1 million for the nine-month
period, as well as an increase in accumulated other comprehensive income of
$171,000. The increase in accumulated other comprehensive income was due to the
increases in the fair values of securities available for sale.



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 September 30, 2020 and 2019


Net Income. Net income increased by $386,000, or 431.6% to $476,000 for the
three months ended September 30, 2020, from $90,000 for the three months ended
September 30, 2019. The increase was primarily due to an increase in noninterest
income of $586,000, or 369.7%, from $158,000 for the three months ended
September 30, 2019, to $744,000 for the three months ended September 30, 2020.
The increase in noninterest income was primarily due to an increase in gain on
sale of loans of $544,000 and an increase in loan servicing fees of $27,000. The
increase to noninterest income was offset by an increase in noninterest expense
of $192,000. Additionally, net interest income after provision increased
$132,000, or 12.1%. The increase was due to a decrease in interest expense of
$175,000 and was offset by an increase in the provision for loan losses of
$47,000.



Interest and Dividend Income. Interest and dividend income remained unchanged at
$2.1 million for the three months ended September 30, 2020 and 2019. Interest
income on loans increased 28,000, or 1.5%. This increase is attributable to an
increase in the average balance of net loans of $9.6 million, and was offset by
a decrease in the yield on net loans of 26 basis points. Additionally,
interest-income on certificates of deposit held with other financial
institutions increased by $6,000. Offsetting these increases were decreases in
interest income from interest-bearing deposits with other financial institutions
and investment securities of $23,000 and $8,000, respectively.



Interest Expense. Total interest expense decreased $175,000, or 18.2%, to
$789,000 for the three months ended September 30, 2020, compared to $964,000 for
the three months ended September 30, 2019. The decrease was driven by a decrease
in cost of interest-bearing deposits of 68 basis points from 2.22% for the three
months ended September 30, 2019 to 1.54% for the three months ended September
30, 2020. Offsetting the decrease in cost was a $20.7 million increase in
average balance of interest-bearing deposits. Money market accounts increased in
average balance by $6.6 million, however, the cost decreased by 162 basis points
when comparing the two periods, resulting in a decrease in interest expense on
money market accounts of $105,000. Additionally, the average balance of
certificates of deposits decreased by $7.0 million and the cost decreased by 8
basis points, resulting in a decrease in interest expense on certificates of
deposit of $56,000. Offsetting the decreases was an increase in interest expense
on interest-bearing demand accounts of $21,000 due to an increase in average
balance of $20.9 million when comparing the two periods.



Net Interest Income. Net interest income increased $179,000, or 15.6%, when
comparing the two periods. This was due to a decrease in interest expense of
$175,000 when comparing the two periods. Average interest-bearing liabilities
increase by $32.9 million, but the cost decreased by 75 basis points. Average
interest-earning assets increased by $17.1 million, but the yield decreased by
43 basis points, resulting in virtually no change in interest and dividend
income.



Provision for Loan Losses. The provision for loan losses increased $47,000, or
88.7%, to $100,000 for the three months ended September 30, 2020, from $53,000
for the three months ended September 30, 2019. The increase in provision for
loan losses was due to qualitative adjustments to our allowance for loan losses
methodology driven by the Coronavirus 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 $586,000, or 369.7% to
$744,000 for the three months ended September 30, 2020, from $158,000 for the
three months ended September 30, 2019. The increase was primarily due to an
increase in gain on sale of loans of $544,000, from $85,000 for the three months
ended September 30, 2019 to $629,000 for the three months ended September 30,
2020. The increase in gain on sale of loans was due to a high volume of
one-to-four mortgage loan refinances and purchases that were subsequently sold
into the secondary market. This is primarily due to the low interest rate
environment during the period and the high volume of home purchases in the
Company's market area. There were also increases in loan servicing fees,
earnings on bank-owned life insurance, and other noninterest income of $27,000
and $6,000, and $9,000, respectively.



44






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

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


Non-Interest Expense. Non-interest expense increased $192,000, or 17.0%, to $1.3
million for the three months ended September 30, 2020, compared to $1.1 million
for the three months ended September 30, 2019. Salaries and employee benefits
increased by $158,000 from $519,000 for the three months ended September 30,
2019, to $676,000 for the three months ended September 30, 2020. This increase
was offset by decreases in professional fees, occupancy, and contributions and
donations of $16,000, $7,000, and $2,000, respectively. There was also a $55,000
increase in other noninterest expenses.



Income Taxes. The Company recorded an income tax provision of $170,000 for the
three months ended September 30, 2020, an increase of $139,000, or 454.3%, from
the tax provision of $31,000 recorded for the three months ended September 30,
2019. This is a result of an increase in pre-tax income when comparing the two
periods. The effective tax rate for the three months ended September 30, 2020
was 26.3% compared to 25.5% for the three months ended September 30, 2019.

Comparison of Operating Results for the Nine Months Ended September 30, 2020 and 2019





Net Income. Net income increased by $772,000, or 251.7%, to $1.1 million for the
nine months ended September 30, 2020, from $307,000 for the nine months ended
September 30, 2019. The increase was driven by an increase in noninterest income
of $1.2 million, or 253.9%, from $489,000 for the nine months ended September
30, 2019, to $1.7 million for the nine months ended September 30, 2020. The
increase in noninterest income was primarily due to an increase in gain on sale
of loans of $1.2 million, from $222,000 for the nine months ended September 30,
2019, to $1.4 million for the nine months ended September 30, 2020.
Additionally, net interest income after provision for loan losses increased by
$283,000, from $3.2 million for the nine months ended September 30, 2019 to $3.5
million for the nine months ended September 30, 2020.



Interest and Dividend Income. Interest and dividend income increased $229,000,
or 3.7%, to $6.4 million for the nine months ended September 30, 2020, from $6.2
million for the nine months ended September 30, 2019. This increase was driven
by an increase in interest income on loans of $272,000, or 4.9%. This increase
is attributable to an increase in the average balance of net loans of $6.3
million and an increase in yield on net loans of 4 basis points. Interest income
on certificates of deposit increased by $41,000, or 135.7%, due to increases in
volume. Offsetting these increases were decreases in interest income from
investment securities and interest-bearing deposits with other financial
institutions of $46,000 and $38,000, respectively. These offsetting decreases
were primarily due to the decrease in market interest rates when comparing

the
two periods.



Interest Expense. Total interest expense decreased $246,000, or 8.8%, to $2.6
million for the nine months ended September 30, 2020, compared to $2.8 million
for the nine months ended September 30, 2019. The decrease was driven by a drop
in cost of interest-bearing deposits of 43 basis points from 2.14% for the nine
months ended September 30, 2019 to 1.71% for the nine months ended September 30,
2020. There was also a decrease in interest expense of $43,000 from borrowings
that include FHLB advances and PPPLF advances. This decrease was due to the
maturity of $7.1 million in FHLB advances during the period. Money market
accounts increased in average balance by $4.1 million, however, the cost
decreased by 86 basis points when comparing the two periods, resulting in a
decrease in interest expense on money market accounts of $156,000. Additionally,
the average balance of certificates of deposit decreased by $3.5 million and the
cost decreased by 8 basis points, resulting in a decrease in interest expense on
certificates of deposit of $115,000. Offsetting the decreases was an increase in
interest expense on interest-bearing demand accounts of $69,000 due to an
increase in average balance of $17.3 million when comparing the two periods.



45






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

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


Net Interest Income. Net interest income increased $475,000, or 14.1%, when
comparing the two periods. This was due to an increase in interest income of
$229,000 when comparing the two periods, while interest expense decreased by
$246,000 when comparing the two periods. Average interest-earning assets
increased by $22.0 million, and the yield decreased by 33 basis points when
comparing the two periods. Average interest-bearing liabilities increased by
$24.7 million, and the cost decreased by 46 basis points.



Provision for Loan Losses. The provision for loan losses increased $192,000, or
129.2%, to $340,000 for the nine months ended September 30, 2020, from $149,000
for the nine months ended September 30, 2019. The increase in the provision for
loan losses was due to qualitative adjustments to our allowance for loan losses
methodology driven by 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 $1.2 million, or 253.9% to
$1.7 million for the nine months ended September 30, 2020, from $489,000 for the
nine months ended September 30, 2019. The increase was primarily due to an
increase in gain on sale of loans of $1.2 million, from $222,000 for the nine
months ended September 30, 2019 to $1.4 million for the nine months ended
September 30, 2020. The increase in gain on sale of loans was due to a high
volume of one-to-four mortgage loan 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
$42,000 and $19,000, respectively. The increases were offset by a decrease

in
securities gains of $15,000.



Non-Interest Expense. Non-interest expense increased $438,000, or 13.1%, to $3.8
million for the nine months ended September 30, 2020, compared to $3.3 million
for the nine months ended September 30, 2019. Salaries and employee benefits
increased $279,000, or 17.7%, to $1.9 million for the nine months ended
September 30, 2020 from $1.6 million for the nine months ended September 30,
2019. The increase was due to the addition of staff and yearly pay raises.
Professional fees increased by $23,000, from $431,000 for the nine months ended
September 30, 2019, to $454,000 for the nine months ended September 30, 2020.
Occupancy expenses increased by $23,000 and other noninterest expense increased
by $148,000. Offsetting the increases were decreases in federal deposit
insurance, contributions and donations, and data processing of $21,000, $11,000,
and $5,000, respectively.



Income Taxes. The Company recorded an income tax provision of $375,000 for the
nine months ended September 30, 2020, an increase of $315,000, or 530.3%, from
the tax provision of $59,000 recorded for the nine months ended September 30,
2019 as a result of an increase in pre-tax income for the nine months ended
September 30, 2020. The effective tax rate for the nine months ended September
30, 2020 was 25.8% compared to 16.2% for the nine months ended September 30,
2019. The increase in the effective tax rate was due to a decrease in the amount
of tax-free income when comparing the two periods. This is primarily
attributable to a decrease in interest in US Treasury Securities.



46






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.



47






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 September 30, 2020. All estimated
changes presented in the table are within the policy limits approved by our
board of directors.



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

       +400bp          $        16,560     $     (4,382 )        (20.92 )%           7.69 %         (1.24 )%
       +300bp                   17,925           (3,017 )        (14.41 )%           8.14 %         (0.79 )%
       +200bp                   19,205           (1,737 )         (8.29 )%           8.53 %         (0.40 )%
       +100bp                   20,267             (675 )         (3.22 )%           8.82 %         (0.11 )%
         0                      20,942                -            0.00 %            8.93 %          0.00 %
       -100bp                   21,683              741            3.54 %            9.06 %          0.13 %



(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 FHLB 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
September 30, 2020, the Company had cash and cash equivalents of $36.2 million.
As of September 30, 2020, SSB Bank had $24.3 million in outstanding borrowings
from the FHLB of Pittsburgh and had $89.4 million of total borrowing capacity.



48






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

Liquidity and Capital Resources (Continued)





At September 30, 2020, the Company had $29.3 million of loan commitments
outstanding which includes $10.3 million of unused lines of credit, $5.2 million
of unadvanced construction funds, $9.0 million of commitments to extend credit,
and $4.8 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 FHLB of Pittsburgh.



Time deposits due within one year of September 30, 2020 totaled $32.3 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 September 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 September
30, 2020, SSB Bancorp, Inc. (on an unconsolidated basis) had liquid assets

of
$3.6 million.



Capital Resources. At September 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 September 30,
2020:
Long-term debt
obligations            $   41,543     $      8,000     $     21,293     $  

    2,250     $     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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