COMMUNITY BANCORP /VT 10-Q

cmtv_10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-16435 COMMUNITY BANCORP /VT (Exact name of Registrant as Specified in its Charter) Vermont 03-0284070 (State of Incorporation) (IRS Employer Identification Number) 4811 US Route 5 , Derby , Vermont 05829 (Address of Principal Executive Offices) (zip code) Registrant's Telephone Number: ( 802 ) 334-7915 Securities registered pursuant to Section 12(b) of the Act: NONE Title of Each Class Trading Symbol(s) Name of each exchange on which registered (Not Applicable) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file for such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ NO ☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated Filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒ At August 02, 2022, there were 5,405,163 shares outstanding of the Corporation's common stock. FORM 10-Q Index Page PART I FINANCIAL INFORMATION Item 1 Financial Statements 3 Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 30 Item 3 Quantitative and Qualitative Disclosures About Market Risk 50 Item 4 Controls and Procedures 50 PART II OTHER INFORMATION Item 1 Legal Proceedings 51 Item 1A Risk Factors 51 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 51 Item 6 Exhibits 52 Signatures 53 Exhibit Index 54 2 Table of Contents PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements (Unaudited) The following are the unaudited consolidated financial statements for the Company. Community Bancorp. and Subsidiary June 30, December 31, Consolidated Balance Sheets 2022 2021 (Unaudited) Assets Cash and due from banks $ 14,067,456 $ 17,839,374 Federal funds sold and overnight deposits 53,000,170 92,519,552 Total cash and cash equivalents 67,067,626 110,358,926 Securities available-for-sale 188,793,844 182,342,459 Restricted equity securities, at cost 1,390,950 1,434,450 Loans held-for-sale 821,500 339,000 Loans 702,928,547 689,988,533 Allowance for loan losses ( 8,232,773 ) ( 7,710,256 ) Deferred net loan cost (fees) 405,539 ( 37,972 ) Net loans 695,101,313 682,240,305 Bank premises and equipment, net 13,266,026 13,767,328 Accrued interest receivable 2,650,739 2,400,560 Bank owned life insurance 5,113,467 5,073,228 Goodwill 11,574,269 11,574,269 Other assets 13,662,844 9,575,274 Total assets $ 999,442,578 $ 1,019,105,799 Liabilities and Shareholders' Equity Liabilities Deposits: Demand, non-interest bearing $ 202,409,216 $ 209,465,151 Interest-bearing transaction accounts 258,462,274 265,513,937 Money market funds 122,432,630 129,728,954 Savings 183,135,690 168,390,905 Time deposits, $ 250,000 and over 16,076,446 17,463,871 Other time deposits 89,392,386 88,837,135 Total deposits 871,908,642 879,399,953 Borrowed funds 1,300,000 1,300,000 Repurchase agreements 31,234,811 32,609,875 Junior subordinated debentures 12,887,000 12,887,000 Accrued interest and other liabilities 8,133,446 8,148,703 Total liabilities 925,463,899 934,345,531 Shareholders' Equity Preferred stock, 1,000,000 shares authorized, 15 shares issued and outstanding at 06/30/22 and 12/31/21 ($ 100,000 liquidation value, per share) 1,500,000 1,500,000 Common stock - $ 2.50 par value; 15,000,000 shares authorized, 5,615,397 shares issued at 06/30/22 and 5,587,939 shares issued at 12/31/21 14,038,493 13,969,848 Additional paid-in capital 35,847,031 35,322,063 Retained earnings 40,682,558 37,758,105 Accumulated other comprehensive loss ( 15,466,626 ) ( 1,166,971 ) Less: treasury stock, at cost; 210,101 shares at 06/30/22 and 12/31/21 ( 2,622,777 ) ( 2,622,777 ) Total shareholders' equity 73,978,679 84,760,268 Total liabilities and shareholders' equity $ 999,442,578 $ 1,019,105,799 Book value per common share outstanding $ 13.41 $ 15.48 The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 3 Table of Contents Community Bancorp. and Subsidiary Three Months Ended June 30, Consolidated Statements of Income 2022 2021 (Unaudited) Interest income Interest and fees on loans $ 7,630,710 $ 7,888,423 Interest on taxable debt securities 736,407 293,731 Interest on tax-exempt debt securities 33,786 0 Dividends 16,632 14,981 Interest on federal funds sold and overnight deposits 169,965 80,006 Total interest income 8,587,500 8,277,141 Interest expense Interest on deposits 585,458 631,093 Interest on borrowed funds 21,665 14,449 Interest on repurchase agreements 22,129 20,509 Interest on junior subordinated debentures 121,063 99,916 Total interest expense 750,315 765,967 Net interest income 7,837,185 7,511,174 Provision for loan losses 337,500 267,501 Net interest income after provision for loan losses 7,499,685 7,243,673 Non-interest income Service fees 936,382 856,631 Income from sold loans 195,542 277,061 Other income from loans 322,913 246,716 Other income 179,459 388,127 Total non-interest income 1,634,296 1,768,535 Non-interest expense Salaries and wages 2,034,000 1,944,999 Employee benefits 704,623 824,210 Occupancy expenses, net 673,177 652,202 Other expenses 2,022,664 1,847,985 Total non-interest expense 5,434,464 5,269,396 Income before income taxes 3,699,517 3,742,812 Income tax expense 678,365 696,406 Net income $ 3,021,152 $ 3,046,406 Earnings per common share $ 0.56 $ 0.57 Weighted average number of common shares used in computing earnings per share 5,396,060 5,338,502 Dividends declared per common share $ 0.23 $ 0.22 The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 4 Table of Contents Community Bancorp. and Subsidiary Six Months Ended June 30, Consolidated Statements of Income 2022 2021 (Unaudited) Interest income Interest and fees on loans $ 15,117,910 $ 16,141,719 Interest on taxable debt securities 1,392,684 558,844 Interest on tax-exempt debt securities 44,735 0 Dividends 33,092 25,600 Interest on federal funds sold and overnight deposits 250,625 167,888 Total interest income 16,839,046 16,894,051 Interest expense Interest on deposits 1,137,418 1,336,337 Interest on borrowed funds 43,630 29,390 Interest on repurchase agreements 43,169 55,951 Interest on junior subordinated debentures 219,415 198,711 Total interest expense 1,443,632 1,620,389 Net interest income 15,395,414 15,273,662 Provision for loan losses 1,200,000 534,998 Net interest income after provision for loan losses 14,195,414 14,738,664 Non-interest income Service fees 1,799,269 1,645,255 Income from sold loans 399,384 462,067 Other income from loans 594,174 429,989 Other income 527,899 803,455 Total non-interest income 3,320,726 3,340,766 Non-interest expense Salaries and wages 4,074,000 3,920,002 Employee benefits 1,476,675 1,655,420 Occupancy expenses, net 1,426,541 1,396,922 Other expenses 3,910,836 3,662,103 Total non-interest expense 10,888,052 10,634,447 Income before income taxes 6,628,088 7,444,983 Income tax expense 1,201,394 1,372,876 Net income $ 5,426,694 $ 6,072,107 Earnings per common share $ 1.00 $ 1.13 Weighted average number of common shares used in computing earnings per share 5,389,406 5,330,497 Dividends declared per common share $ 0.46 $ 0.44 The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 5 Table of Contents Community Bancorp. and Subsidiary Consolidated Statements of Comprehensive (Loss) Income (Unaudited) Three Months Ended June 30, 2022 2021 Net income $ 3,021,152 $ 3,046,406 Other comprehensive (loss) income, net of tax: Unrealized holding (loss) gain on securities AFS arising during the period ( 7,031,667 ) 620,812 Tax effect 1,476,649 ( 130,370 ) Other comprehensive (loss) income, net of tax ( 5,555,018 ) 490,442 Total comprehensive (loss) income $ ( 2,533,866 ) $ 3,536,848 Six Months Ended June 30, 2022 2021 Net income $ 5,426,694 $ 6,072,107 Other comprehensive loss, net of tax: Unrealized holding loss on securities AFS arising during the period ( 18,100,828 ) ( 1,039,828 ) Tax effect 3,801,173 218,365 Other comprehensive loss, net of tax ( 14,299,655 ) ( 821,463 ) Total comprehensive (loss) income $ ( 8,872,961 ) $ 5,250,644 The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 6 Table of Contents Community Bancorp. and Subsidiary Consolidated Statements of Changes in Shareholders' Equity (Unaudited) Six Months Ended June 30, 2022 Additional Total Common Preferred paid-in Retained Treasury shareholders' Stock Stock capital earnings AOCI* stock equity January 1, 2022 $ 13,969,848 $ 1,500,000 $ 35,322,063 $ 37,758,105 $ ( 1,166,971 ) $ ( 2,622,777 ) $ 84,760,268 Issuance of common stock 35,597 237,086 272,683 Cash dividends declared Common stock ( 1,236,880 ) ( 1,236,880 ) Preferred stock ( 12,188 ) ( 12,188 ) Comprehensive income Net income 2,405,542 2,405,542 Other comprehensive loss ( 8,744,637 ) ( 8,744,637 ) March 31, 2022 $ 14,005,445 $ 1,500,000 $ 35,559,149 $ 38,914,579 $ ( 9,911,608 ) $ ( 2,622,777 ) $ 77,444,788 Issuance of common stock 33,048 287,882 320,930 Cash dividends declared Common stock ( 1,240,049 ) ( 1,240,049 ) Preferred stock ( 13,124 ) ( 13,124 ) Comprehensive income Net income 3,021,152 3,021,152 Other comprehensive loss ( 5,555,018 ) ( 5,555,018 ) June 30, 2022 $ 14,038,493 $ 1,500,000 $ 35,847,031 $ 40,682,558 $ ( 15,466,626 ) $ ( 2,622,777 ) $ 73,978,679 *Accumulated other comprehensive (loss) income The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 7 Table of Contents Community Bancorp. and Subsidiary Consolidated Statements of Changes in Shareholders' Equity (Unaudited) Six Months Ended June 30, 2021 Additional Total Common Preferred paid-in Retained Treasury shareholders' Stock Stock capital earnings AOCI* stock equity January 1, 2021 $ 13,818,450 $ 1,500,000 $ 34,309,646 $ 29,368,046 $ 915,348 $ ( 2,622,777 ) $ 77,288,713 Issuance of common stock 42,523 222,256 264,779 Cash dividends declared Common stock ( 1,169,555 ) ( 1,169,555 ) Preferred stock ( 12,188 ) ( 12,188 ) Comprehensive income Net income 3,025,701 3,025,701 Other comprehensive loss ( 1,311,905 ) ( 1,311,905 ) March 31, 2021 $ 13,860,973 $ 1,500,000 $ 34,531,902 $ 31,212,004 $ ( 396,557 ) $ ( 2,622,777 ) $ 78,085,545 Issuance of common stock 38,695 251,441 290,136 Cash dividends declared Common stock ( 1,173,253 ) ( 1,173,253 ) Preferred stock ( 12,187 ) ( 12,187 ) Comprehensive income Net income 3,046,406 3,046,406 Other comprehensive income 490,442 490,442 June 30, 2021 $ 13,899,668 $ 1,500,000 $ 34,783,343 $ 33,072,970 $ 93,885 $ ( 2,622,777 ) $ 80,727,089 *Accumulated other comprehensive income (loss) The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 8 Table of Contents Community Bancorp. and Subsidiary Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, 2022 2021 Cash Flows from Operating Activities: Net income $ 5,426,694 $ 6,072,107 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization, bank premises and equipment 570,063 527,106 Provision for loan losses 1,200,000 534,998 Deferred income tax 13,973 ( 118,016 ) Gain on sale of loans ( 198,869 ) ( 256,724 ) Gain on sale of bank premises and equipment 0 ( 9,800 ) (Income) loss from CFS Partners ( 298,831 ) 1,405,942 Amortization of bond premium, net 361,335 227,051 Proceeds from sales of loans held for sale 7,527,010 6,720,974 Originations of loans held for sale ( 7,810,641 ) ( 7,127,394 ) Increase (decrease) in taxes payable 151,237 ( 502,632 ) Increase in interest receivable ( 250,179 ) ( 52,856 ) Decrease in mortgage servicing rights 1,019 12,816 Decrease in right-of-use assets 99,340 98,078 Decrease in operating lease liabilities ( 102,577 ) ( 98,407 ) Increase in other assets ( 287,979 ) ( 158,830 ) Increase in cash surrender value of BOLI ( 40,239 ) ( 42,751 ) Amortization of limited partnerships 134,184 181,524 Change in net deferred loan fees and costs ( 443,511 ) 1,603,391 Decrease in interest payable ( 7,759 ) ( 25,382 ) Increase (decrease) in accrued expenses 82,812 ( 217,439 ) Increase (decrease) in other liabilities 132,754 ( 65,366 ) Net cash provided by operating activities 6,259,836 8,708,390 Cash Flows from Investing Activities: Investments - AFS Maturities, calls, pay downs and sales 9,909,154 9,522,747 Purchases ( 34,822,702 ) ( 41,640,583 ) Proceeds from redemption of restricted equity securities 43,500 0 Purchases of restricted equity securities 0 ( 600 ) Decrease in limited partnership contributions payable 0 ( 150,000 ) (Increase) decrease in loans, net ( 13,648,856 ) 5,097,834 Capital expenditures net of proceeds from sales of bank premises and equipment ( 168,101 ) ( 2,884,472 ) Recoveries of loans charged off 31,359 31,994 Net cash used in investing activities ( 38,655,646 ) ( 30,023,080 ) 9 Table of Contents 2022 2021 Cash Flows from Financing Activities: Net (decrease) increase in demand and interest-bearing transaction accounts ( 14,107,598 ) 7,893,263 Net increase in money market and savings accounts 7,448,461 14,984,300 Net decrease in time deposits ( 832,174 ) ( 5,275,008 ) Net decrease in repurchase agreements ( 1,375,064 ) ( 15,210,676 ) Repayments on long-term borrowings 0 ( 500,000 ) (Decrease) increase in finance lease obligations ( 105,918 ) 2,340,406 Dividends paid on preferred stock ( 25,312 ) ( 24,375 ) Dividends paid on common stock ( 1,897,885 ) ( 1,636,606 ) Net cash (used in) provided by financing activities ( 10,895,490 ) 2,571,304 Net decrease in cash and cash equivalents ( 43,291,300 ) ( 18,743,386 ) Cash and cash equivalents: Beginning 110,358,926 115,049,920 Ending $ 67,067,626 $ 96,306,534 Supplemental Schedule of Cash Paid During the Period: Interest $ 1,451,391 $ 1,645,771 Income taxes, net of refunds $ 902,000 $ 1,812,000 Supplemental Schedule of Noncash Investing and Financing Activities: Change in unrealized loss on securities AFS $ ( 18,100,828 ) $ ( 1,039,828 ) Common Shares Dividends Paid: Dividends declared $ 2,476,929 $ 2,342,808 Decrease (increase) in dividends payable attributable to dividends declared 14,569 ( 151,287 ) Dividends reinvested ( 593,613 ) ( 554,915 ) Total dividends paid $ 1,897,885 $ 1,636,606 The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 10 Table of Contents Notes to Consolidated Financial Statements Note 1. Basis of Presentation and Consolidation and Certain Definitions Basis of Presentation and Consolidation. The interim consolidated financial statements of Community Bancorp. and Subsidiary are unaudited. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments necessary for the fair presentation of the consolidated financial condition and results of operations of the Company and its subsidiary, Community National Bank (the Bank), contained herein have been made. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021 contained in the Company's Annual Report on Form 10-K. The results of operations for the interim period are not necessarily indicative of the results of operations to be expected for any other interim period or the full annual period ending December 31, 2022. Certain amounts disclosed in the Notes below for the 2021 annual and three- and six-month periods of 2021 have been reclassified to conform to the current year presentation. The Company is considered a “smaller reporting company” under the disclosure rules of the SEC, as amended in 2018. Accordingly, the Company has elected to provide its audited consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity for a two year, rather than a three year, period, and provides smaller reporting company scaled disclosures where management deems it appropriate. In addition to the definitions provided elsewhere in this quarterly report, the definitions, acronyms and abbreviations identified below are used throughout this report, including in Part I. “Financial Information” and Part II. “Other Information”, and are intended to aid the reader and provide a reference page when reviewing this report. ABS: Asset backed security FASB: Financial Accounting Standards Board AFS: Available-for-sale FDIC: Federal Deposit Insurance Corporation Agency MBS: MBS issued by a US government agency FHLBB: Federal Home Loan Bank of Boston or GSE FHLMC: Federal Home Loan Mortgage Corporation ALCO: Asset Liability Committee FOMC: Federal Open Market Committee ALL: Allowance for loan losses FRB: Federal Reserve Board AOCI: Accumulated other comprehensive income FRBB: Federal Reserve Bank of Boston ASC: Accounting Standards Codification GAAP: Generally Accepted Accounting Principles ASU: Accounting Standards Update in the United States Bancorp: Community Bancorp. GSE: Government sponsored enterprise Bank: Community National Bank HTM: Held-to-maturity BIC: Borrower-in-Custody ICS: Insured Cash Sweeps of the InterFi Network Board: Board of Directors IRS: Internal Revenue Service BOLI: Bank owned life insurance JNE: Jobs for New England bp or bps: Basis point(s) Jr: Junior CARES ACT: Coronavirus Aid Relief and Economic MBS: Mortgage-backed security Security Act MSRs: Mortgage servicing rights CBLR: Community Bank Leverage Ratio NII: Net interest income CDARS: Certificate of Deposit Accounts Registry OAS: Other amortizing security Service of the InterFi Network OCI: Other comprehensive income (loss) CDs: Certificates of deposit OREO: Other real estate owned CDI: Core deposit intangible OTTI: Other-than-temporary impairment CECL: Current Expected Credit Loss PMI: Private mortgage insurance CFSG: Community Financial Services Group, LLC PPP: Paycheck Protection Program CFS Partners: Community Financial Services Partners, RD: USDA Rural Development LLC SBA: U.S. Small Business Administration CMO Collateralized Mortgage Obligation SEC: U.S. Securities and Exchange Commission Company: Community Bancorp. and Subsidiary TDR: Troubled-debt restructuring COVID-19: Coronavirus Disease 2019 USDA: U.S. Department of Agriculture CRE: Commercial Real Estate VA: U.S. Veterans Administration DDA or DDAs: Demand Deposit Account(s) 2018 Economic Growth, Regulatory Relief and DTC: Depository Trust Company Regulatory Consumer Protection Act of 2018 DRIP: Dividend Reinvestment Plan Relief Act: Exchange Act: Securities Exchange Act of 1934 11 Table of Contents Note 2. Recent Accounting Developments In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . Under the new guidance, which will replace the existing incurred loss model for recognizing credit losses, banks and other lending institutions will be required to recognize the full amount of expected credit losses over the life of a loan. The new guidance, which is referred to as the current expected credit loss, or CECL model, requires that expected credit losses for financial assets held at the reporting date that are accounted for at amortized cost be measured and recognized based on historical experience and current and reasonably supportable forecasted conditions to reflect the full amount of expected credit losses over the life of the loans. A modified version of these requirements also applies to debt securities classified as available for sale, which will require that credit losses on those securities be recorded through an allowance for credit losses rather than a write-down. The ASU may have a material impact on the Company's consolidated financial statements upon adoption as it will require a change in the Company's methodology for calculating its ALL and allowance on unused commitments. The Company will transition from an incurred loss model to an expected loss model, which may result in an increase in the ALL upon adoption and may negatively impact the Company’s and the Bank's regulatory capital ratios. The Company has formed a committee to assess the implications of this new pronouncement and transitioned to a software solution for preparing the ALL calculation and related reports that management believes provides the Company with stronger data integrity, ease and efficiency in ALL preparation. The new software solution also provides numerous training opportunities for the appropriate personnel within the Company. The Company has gathered and is continuing to analyze the historical data to serve as a basis for estimating the ALL under CECL and continues to evaluate the anticipated impact of the adoption of the ASU on its consolidated financial statements. The ASU will become effective for the Company beginning with the 2023 fiscal year including interim periods. Parallel calculations under the existing ALL methodology and the CECL model will be run throughout 2022 in preparation for the transition to CECL. In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The guidance amends Topic 326 (CECL) to eliminate the accounting guidance for TDRs by creditors, while enhancing disclosure requirements for certain loan refinancing and restructuring activities by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying TDR recognition and measurement guidance, under the CECL model creditors will determine whether a modification results in a new loan or continuation of existing loan. These amendments are intended to enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. Additionally, the amendments to Topic 326 require that an entity disclose current-period gross write-offs by year of origination within the vintage disclosures, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination. The guidance will become effective for the Company beginning with the fiscal year 2023, including interim periods. The Company is currently assessing the impact of ASU No. 2022-02 but does not expect that its adoption will have a material impact on the consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and has issued subsequent amendments thereto, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is assessing ASU No. 2020-04 and its impact on the transition away from LIBOR for its Junior Subordinated Debentures due December 15, 2037, the Company’s only financial instruments that utilize LIBOR as a reference rate. Note 3. Earnings per Common Share Earnings per common share amounts are computed based on the weighted average number of shares of common stock issued during the period (retroactively adjusted for stock splits and stock dividends, if any), including Dividend Reinvestment Plan shares issuable upon reinvestment of dividends declared, and reduced for shares held in treasury. 12 Table of Contents The following tables illustrate the calculation of earnings per common share for the periods presented, as adjusted for the cash dividends declared on the preferred stock: Three Months Ended June 30, 2022 2021 Net income, as reported $ 3,021,152 $ 3,046,406 Less: dividends to preferred shareholders 13,124 12,187 Net income available to common shareholders $ 3,008,026 $ 3,034,219 Weighted average number of common shares used in calculating earnings per share 5,396,060 5,338,502 Earnings per common share $ 0.56 $ 0.57 Six Months Ended June 30, 2022 2021 Net income, as reported $ 5,426,694 $ 6,072,107 Less: dividends to preferred shareholders 25,312 24,375 Net income available to common shareholders $ 5,401,382 $ 6,047,732 Weighted average number of common shares used in calculating earnings per share 5,389,406 5,330,497 Earnings per common share $ 1.00 $ 1.13 Note 4. Investment Securities Debt securities AFS as of the balance sheet dates consisted of the following: Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value June 30, 2022 U.S. GSE debt securities $ 12,000,634 $ 0 $ 1,107,701 $ 10,892,933 U.S. Government securities 41,450,075 0 2,334,482 39,115,593 Taxable Municipal securities 300,000 0 44,577 255,423 Tax-Exempt Municipal securities 7,883,149 13,850 736,794 7,160,205 Agency MBS 134,470,203 1,147 15,068,674 119,402,676 ABS and OAS 3,401,782 0 146,881 3,254,901 CMO 4,413,009 0 128,775 4,284,234 Other investments 4,453,000 21,641 46,762 4,427,879 Total $ 208,371,852 $ 36,638 $ 19,614,646 $ 188,793,844 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value December 31, 2021 U.S. GSE debt securities $ 12,001,978 $ 36,024 $ 209,504 $ 11,828,498 U.S. Government securities 32,374,935 0 333,894 32,041,041 Taxable Municipal securities 300,000 0 1,267 298,733 Tax-Exempt Municipal securities 830,279 1,167 67 831,379 Agency MBS 128,291,487 184,002 1,342,968 127,132,521 ABS and OAS 2,131,610 82,414 0 2,214,024 CMO 1,451,349 0 30,891 1,420,458 Other investments 6,438,000 142,199 4,394 6,575,805 Total $ 183,819,638 $ 445,806 $ 1,922,985 $ 182,342,459 13 Table of Contents Investments pledged as collateral for repurchase agreements consisted of U.S. GSE debt securities, Agency MBS, ABS and OAS, and CMO. These repurchase agreements mature daily. These pledged investments as of the balance sheet dates were as follows: Amortized Fair Cost Value June 30, 2022 $ 58,941,063 $ 51,906,145 December 31, 2021 63,045,599 62,256,702 There were no sales of debt securities during the first six months of 2022 or 2021. The scheduled maturities of debt securities as of the balance sheet dates were as follows: Amortized Fair Cost Value June 30, 2022 Due in one year or less $ 2,719,000 $ 2,729,538 Due from one to five years 49,672,996 47,002,889 Due from five to ten years 10,771,129 9,863,949 Due after ten years 10,738,524 9,794,792 Agency MBS 134,470,203 119,402,676 Total $ 208,371,852 $ 188,793,844 December 31, 2021 Due in one year or less $ 3,470,000 $ 3,508,582 Due from one to five years 36,860,731 36,619,130 Due from five to ten years 13,065,163 12,942,726 Due after ten years 2,132,257 2,139,500 Agency MBS 128,291,487 127,132,521 Total $ 183,819,638 $ 182,342,459 Agency MBS are not due at a single maturity date and have not been allocated to maturity groupings for purposes of the maturity table. Debt securities with unrealized losses as of the balance sheet dates are presented in the table below. Less than 12 months 12 months or more Totals Fair Unrealized Fair Unrealized Number of Fair Unrealized Value Loss Value Loss Securities Value Loss June 30, 2022 U.S. GSE debt securities $ 6,510,319 $ 490,315 $ 4,382,614 $ 617,386 11 $ 10,892,933 $ 1,107,701 U.S. Government securities 39,115,593 2,334,482 0 0 54 39,115,593 2,334,482 Taxable Municipal securities 255,423 44,577 0 0 1 255,423 44,577 Tax-Exempt Municipal securities 6,173,358 736,794 0 0 13 6,173,358 7 36,794 Agency MBS 92,251,657 10,630,897 26,698,638 4,437,777 115 118,950,295 15,068,674 ABS and OAS 3,254,901 146,881 0 0 4 3,254,901 146,881 CMO 3,433,918 55,004 850,316 73,771 5 4,284,234 128,775 Other investments 696,238 46,762 0 0 3 696,238 46,762 Total $ 151,691,407 $ 14,485,712 $ 31,931,568 $ 5,128,934 206 $ 183,622,975 $ 19,614,646 14 Table of Contents Less than 12 months 12 months or more Totals Fair Unrealized Fair Unrealized Number of Fair Unrealized Value Loss Value Loss Securities Value Loss December 31, 2021 U.S. GSE debt securities $ 5,869,117 $ 130,883 $ 1,921,379 $ 78,621 7 $ 7,790,496 $ 209,504 U.S. Government securities 32,041,041 333,894 0 0 46 32,041,041 333,894 Taxable Municipal securities 298,733 1,267 0 0 1 298,733 1,267 Tax-Exempt Municipal securities 330,212 67 0 0 1 330,212 67 Agency MBS 107,061,452 1,128,587 8,809,493 214,381 84 115,870,945 1,342,968 CMO 1,420,458 30,891 0 0 3 1,420,458 30,891 Other investments 491,606 4,394 0 0 2 491,606 4,394 Total $ 147,512,619 $ 1,629,983 $ 10,730,872 $ 293,002 144 $ 158,243,491 $ 1,922,985 The unrealized losses for all periods presented were principally attributable to changes in prevailing interest rates for similar types of securities and not deterioration in the creditworthiness of the issuer. Management evaluates its debt securities for OTTI at least on a quarterly basis, and more frequently when economic or market conditions, or adverse developments relating to the issuer, warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than the carrying value, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment for a period of time sufficient to allow for any anticipated recovery in fair value. In analyzing an issuer's financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies or other adverse developments in the status of the securities have occurred, and the results of reviews of the issuer's financial condition. As of June 30, 2022 and December 31, 2021, there were no declines in the fair value of any of the securities reflected in the table above that were deemed by management to be OTTI. Note 5. Loans, Allowance for Loan Losses and Credit Quality The composition of net loans as of the balance sheet dates was as follows: June 30, December 31, 2022 2021 Commercial & industrial $ 120,772,242 $ 111,125,622 Purchased loans $ 8,546,059 $ 9,807,848 Commercial real estate 318,083,654 300,958,931 Municipal 32,399,252 47,955,231 Residential real estate - 1st lien 186,106,141 181,316,345 Residential real estate - Jr lien 33,557,360 34,359,864 Consumer 3,463,839 4,464,692 Total loans 702,928,547 689,988,533 ALL ( 8,232,773 ) ( 7,710,256 ) Deferred net loan cost (fees) 405,539 ( 37,972 ) Net loans $ 695,101,313 $ 682,240,305 15 Table of Contents The following is an age analysis of past due loans (including non-accrual) as of the balance sheet dates, by portfolio segment: 90 Days Total Non-Accrual 90 Days or More and June 30, 2022 30-89 Days or More Past Due Current Total Loans Loans Accruing Commercial & industrial $ 204,378 $ 83,129 $ 287,507 $ 120,484,735 $ 120,772,242 $ 145,810 $ 0 Purchased loans 0 0 0 8,546,059 8,546,059 0 0 Commercial real estate 921,424 1,591,576 2,513,000 315,570,654 318,083,654 3,395,197 0 Municipal 0 0 0 32,399,252 32,399,252 0 0 Residential real estate - 1st lien 565,663 368,820 934,483 185,171,658 186,106,141 1,180,608 166,733 - Jr lien 308,326 88,513 396,839 33,160,521 33,557,360 136,750 88,513 Consumer 15,228 0 15,228 3,448,611 3,463,839 0 0 Totals $ 2,015,019 $ 2,132,038 $ 4,147,057 $ 698,781,490 $ 702,928,547 $ 4,858,365 $ 255,246 90 Days Total Non-Accrual 90 Days or More and December 31, 2021 30-89 Days or More Past Due Current Total Loans Loans Accruing Commercial & industrial $ 833,875 $ 0 $ 833,875 $ 110,291,747 $ 111,125,622 $ 98,661 $ 0 Purchased loans 0 0 0 9,807,848 9,807,848 0 0 Commercial real estate 49,450 2,400,514 2,449,964 298,508,967 300,958,931 4,517,839 0 Municipal 0 0 0 47,955,231 47,955,231 0 0 Residential real estate - 1st lien 1,190,300 608,775 1,799,075 179,517,270 181,316,345 1,180,563 506,827 - Jr lien 51,837 86,476 138,313 34,221,551 34,359,864 143,566 86,476 Consumer 9,741 0 9,741 4,454,951 4,464,692 0 0 Totals $ 2,135,203 $ 3,095,765 $ 5,230,968 $ 684,757,565 $ 689,988,533 $ 5,940,629 $ 593,303 For all loan segments, loans over 30 days past due are considered delinquent. As of the balance sheet dates presented, loans in process of foreclosure consisted of the following residential mortgage loans: Number of loans Balance June 30, 2022 4 $ 268,260 December 31, 2021 5 195,082 Allowance for loan losses The ALL is established through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes that future payments of a loan balance are unlikely. Subsequent recoveries, if any, are credited to the allowance. Unsecured loans are charged off when they become uncollectible and no later than 120 days past due. Unsecured loans to customers who subsequently file bankruptcy are charged off within 30 days of receipt of the notification of filing or by the end of the month in which the loans become 120 days past due, whichever occurs first. For secured loans, both residential and commercial, the potential loss on impaired loans is carried as a loan loss reserve specific allocation; the loss portion is charged off when collection of the full loan appears unlikely. The unsecured portion of a real estate loan is that portion of the loan exceeding the "fair value" of the collateral less the estimated cost to sell. Value of the collateral is determined in accordance with the Company’s appraisal policy. The unsecured portion of an impaired real estate secured loan is charged off by the end of the month in which the loan becomes 180 days past due. 16 Table of Contents As described below, the allowance consists of general, specific and unallocated components. However, the entire allowance is available to absorb losses in the loan portfolio, regardless of specific, general and unallocated components considered in determining the amount of the allowance. General component The general component of the ALL is based on historical loss experience and various qualitative factors and is stratified by the following loan segments: commercial and industrial, CRE, municipal, residential real estate 1st lien, residential real estate Jr lien, purchased loans and consumer loans. The Company does not disaggregate its portfolio segments further into classes. Loss ratios are calculated by loan segment using appropriate look back periods. Management uses an average of historical losses based on a time frame appropriate to capture relevant loss data for each loan segment in the current economic climate. During periods of economic stability, a relatively longer period (e.g., five years) may be appropriate. During periods of significant expansion or contraction, the Company may appropriately shorten the historical time period. Due primarily to the effects of COVID-19, during 2020 the Company shortened its look back period to one year, however, as of March 31, 2022, the look back period was changed to two years. Qualitative factors include the levels of and trends in delinquencies and non-performing loans, levels of and trends in loan risk groups, trends in volumes and terms of loans, effects of any changes in loan related policies, experience, ability and the depth of management, documentation and credit data exception levels, national and local economic trends, external factors such as competition and regulation and lastly, concentrations of credit risk in a variety of areas, including portfolio product mix, the level of loans to individual borrowers and their related interests, loans to industry segments, and the geographic distribution of CRE loans. This evaluation is inherently subjective as it requires estimates that are susceptible to revision as more information becomes available. The qualitative factors are determined based on the various risk characteristics of each loan segment. The Company has policies, procedures and internal controls that management believes are commensurate with the risk profile of each of these segments. Major risk characteristics relevant to each portfolio segment are as follows: Commercial & Industrial – Loans in this segment include commercial and industrial loans and to a lesser extent loans to finance agricultural production. Commercial loans are made to businesses and are generally secured by assets of the business, including trade assets and equipment. While not the primary collateral, in many cases these loans may also be secured by the real estate of the business. Repayment is expected from the cash flows of the business. A weakened economy, soft consumer spending, unfavorable foreign trade conditions and the rising cost of labor or raw materials are examples of issues that can impact the credit quality in this segment. Purchased Loans – Loans in this segment are loans purchased through a loan purchasing program with Bankers Healthcare Group (BHG). BHG originates commercial loans to medical professionals nationwide and sells them individually to a secondary market, primarily banks, through a bid process. The Bank has established conservative credit parameters and expects a low risk of default in this portfolio. Commercial Real Estate – Loans in this segment are principally made to businesses and are generally secured by either owner-occupied, or non-owner occupied CRE. A relatively small portion of this segment includes farm loans secured by farm land and buildings. As with commercial and industrial loans, repayment of owner-occupied CRE loans is expected from the cash flows of the business and the segment would be impacted by the same risk factors as commercial and industrial loans. The non-owner occupied CRE portion includes both residential and commercial construction loans, vacant land and real estate development loans, multi-family dwelling loans and commercial rental property loans. Repayment of construction loans is expected from permanent financing takeout; the Company generally requires a commitment or eligibility for the take-out financing prior to construction loan origination. Real estate development loans are generally repaid from the sale of the subject real property as the project progresses. Construction and development lending entail additional risks, including the project exceeding budget, not being constructed according to plans, not receiving permits, or the pre-leasing or occupancy rate not meeting expectations. Repayment of multi-family loans and commercial rental property loans is expected from the cash flow generated by rental payments received from the individuals or businesses occupying the real estate. CRE loans are impacted by factors such as competitive market forces, vacancy rates, cap rates, net operating incomes, lease renewals and overall economic demand. In addition, loans in the recreational and tourism sector can be affected by weather conditions, such as unseasonably low winter snowfalls. CRE lending also carries a higher degree of environmental risk than other real estate lending. Municipal – Loans in this segment are made to local municipalities, attributable to municipal financing transactions and backed by the full faith and credit of town governments or dedicated governmental revenue sources, with no historical losses recognized by the Company. 17 Table of Contents Residential Real Estate - 1 st Lien – Loans in this segment are collateralized by first mortgages on 1 – 4 family owner-occupied residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, has an impact on the credit quality of this segment. Residential Real Estate – Jr Lien – Loans in this segment are collateralized by junior lien mortgages on 1 – 4 family residential real estate and repayment is primarily dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, has an impact on the credit quality of this segment. Consumer – Loans in this segment are made to individuals for consumer and household purposes. This segment includes both loans secured by automobiles and other consumer goods, as well as loans that are unsecured. This segment also includes overdrafts, which are extensions of credit made to both individuals and businesses to cover temporary shortages in their deposit accounts and are generally unsecured. The Company maintains policies restricting the size and term of these extensions of credit. The overall health of the economy, including unemployment rates, has an impact on the credit quality of this segment. Specific component The specific component of the ALL relates to loans that are impaired. Impaired loans are loans to a borrower that in the aggregate are greater than $ 100,000 and that are in non-accrual status or are TDRs regardless of amount. A specific allowance is established for an impaired loan when its estimated fair value or net present value of future cash flows is less than the carrying value of the loan. For all loan segments, except consumer loans, a loan is considered impaired when, based on current information and events, in management’s estimation it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant or temporary payment delays and payment shortfalls generally are not classified as impaired. Management evaluates the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length and frequency of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis, by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Impaired loans also include troubled loans that are restructured. A TDR occurs when the Company, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower that would otherwise not be granted. TDRs may include the transfer of assets to the Company in partial satisfaction of a troubled loan, a modification of a loan’s terms, or a combination of the two. Under March 2020 guidance from the federal banking agencies and concurrence by the FASB, certain short-term loan accommodations made in good faith prior to January 1, 2022 for borrowers experiencing financial difficulties due to the COVID-19 health emergency are not considered TDRs. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer loans for impairment evaluation, unless such loans are subject to a restructuring agreement. Unallocated component An unallocated component of the ALL is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component reflects management’s estimate of the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio. The tables below summarize changes in the ALL and select loan information, by portfolio segment, for the periods indicated. 18 Table of Contents As of or for the three months ended June 30, 2022 Residential Residential Commercial Purchased Commercial Real Estate Real Estate & Industrial Loans Real Estate Municipal 1st Lien Jr Lien Consumer Unallocated Total ALL beginning balance $ 975,669 $ 63,631 $ 4,644,281 $ 87,589 $ 1,814,457 $ 178,553 $ 36,192 $ 90,276 $ 7,890,648 Charge-offs ( 2,928 ) 0 0 0 0 0 ( 12,027 ) 0 ( 14,955 ) Recoveries 2,454 0 0 0 10,287 1,220 5,619 0 19,580 Provision (credit) 132,053 ( 3,809 ) 164,043 ( 29,270 ) 20,764 1,441 11,772 40,506 337,500 ALL ending balance $ 1,107,248 $ 59,822 $ 4,808,324 $ 58,319 $ 1,845,508 $ 181,214 $ 41,556 $ 130,782 $ 8,232,773 As of or for the six months ended June 30, 2022 Residential Residential Commercial Purchased Commercial Real Estate Real Estate & Industrial Loans Real Estate Municipal 1st Lien Jr Lien Consumer Unallocated Total ALL beginning balance $ 870,392 $ 68,655 $ 4,151,760 $ 76,728 $ 1,765,892 $ 182,014 $ 55,698 $ 539,117 $ 7,710,256 Charge-offs ( 20,578 ) 0 ( 667,474 ) 0 0 0 ( 20,790 ) 0 ( 708,842 ) Recoveries 2,454 0 0 0 12,563 2,430 13,912 0 31,359 Provision (credit) 254,980 ( 8,833 ) 1,324,038 ( 18,409 ) 67,053 ( 3,230 ) ( 7,264 ) ( 408,335 ) 1,200,000 ALL ending balance $ 1,107,248 $ 59,822 $ 4,808,324 $ 58,319 $ 1,845,508 $ 181,214 $ 41,556 $ 130,782 $ 8,232,773 ALL evaluated for impairment Individually $ 0 $ 0 $ 0 $ 0 $ 102,062 $ 0 $ 0 $ 0 $ 102,062 Collectively 1,107,248 59,822 4,808,324 58,319 1,743,446 181,214 41,556 130,782 8,130,711 Total $ 1,107,248 $ 59,822 $ 4,808,324 $ 58,319 $ 1,845,508 $ 181,214 $ 41,556 $ 130,782 $ 8,232,773 Loans evaluated for impairment Individually $ 145,810 $ 0 $ 3,396,349 $ 0 $ 3,718,383 $ 82,400 $ 0 $ 7,342,942 Collectively 120,626,432 8,546,059 314,687,305 32,399,252 182,387,758 33,474,960 3,463,839 695,585,605 Total $ 120,772,242 $ 8,546,059 $ 318,083,654 $ 32,399,252 $ 186,106,141 $ 33,557,360 $ 3,463,839 $ 702,928,547 As of or for the year ended December 31, 2021 Residential Residential Commercial Purchased Commercial Real Estate Real Estate & Industrial Loans Real Estate Municipal 1st Lien Jr Lien Consumer Unallocated Total ALL beginning balance $ 778,287 $ 64,260 $ 3,854,153 $ 82,211 $ 1,735,304 $ 234,896 $ 60,461 $ 398,913 $ 7,208,485 Charge-offs ( 18,847 ) 0 ( 22,000 ) 0 ( 98,704 ) 0 ( 87,651 ) 0 ( 227,202 ) Recoveries 4,761 0 27,160 0 7,636 10,821 54,430 0 104,808 Provision (credit) 106,191 4,395 292,447 ( 5,483 ) 121,656 ( 63,703 ) 28,458 140,204 624,165 ALL ending balance $ 870,392 $ 68,655 $ 4,151,760 $ 76,728 $ 1,765,892 $ 182,014 $ 55,698 $ 539,117 $ 7,710,256 ALL evaluated for impairment Individually $ 0 $ 0 $ 0 $ 0 $ 79,978 $ 0 $ 0 $ 0 $ 79,978 Collectively 870,392 68,655 4,151,760 76,728 1,685,914 182,014 55,698 539,117 7,630,278 Total $ 870,392 $ 68,655 $ 4,151,760 $ 76,728 $ 1,765,892 $ 182,014 $ 55,698 $ 539,117 $ 7,710,256 Loans evaluated for impairment Individually $ 93,362 $ 0 $ 4,553,734 $ 0 $ 3,720,503 $ 88,563 $ 0 $ 8,456,162 Collectively 111,032,260 9,807,848 296,405,197 47,955,231 177,595,842 34,271,301 4,464,692 681,532,371 Total $ 111,125,622 $ 9,807,848 $ 300,958,931 $ 47,955,231 $ 181,316,345 $ 34,359,864 $ 4,464,692 $ 689,988,533 19 Table of Contents As of or for the three months ended June 30, 2021 Residential Residential Commercial Purchased Commercial Real Estate Real Estate & Industrial Loans Real Estate Municipal 1st Lien Jr Lien Consumer Unallocated Total ALL beginning balance $ 807,242 $ 81,389 $ 3,823,685 $ 83,531 $ 1,667,594 $ 203,312 $ 39,622 $ 761,913 $ 7,468,288 Charge-offs 0 0 0 0 0 0 ( 23,212 ) 0 ( 23,212 ) Recoveries 0 0 0 0 759 432 5,489 0 6,680 Provision (credit) 16,495 ( 5,963 ) 109,161 ( 26,239 ) ( 13,310 ) ( 2,475 ) 39,325 150,507 267,501 ALL ending balance $ 823,737 $ 75,426 $ 3,932,846 $ 57,292 $ 1,655,043 $ 201,269 $ 61,224 $ 912,420 $ 7,719,257 As of or for the six months ended June 30, 2021 Residential Residential Commercial Purchased Commercial Real Estate Real Estate & Industrial Loans Real Estate Municipal 1st Lien Jr Lien Consumer Unallocated Total ALL beginning balance $ 778,287 $ 64,260 $ 3,854,153 $ 82,211 $ 1,735,304 $ 234,896 $ 60,461 $ 398,913 $ 7,208,485 Charge-offs ( 18,847 ) 0 0 0 0 0 ( 37,373 ) 0 ( 56,220 ) Recoveries 4,761 0 7,000 0 2,326 960 16,947 0 31,994 Provision (credit) 59,536 11,166 71,693 ( 24,919 ) ( 82,587 ) ( 34,587 ) 21,189 513,507 534,998 ALL ending balance $ 823,737 $ 75,426 $ 3,932,846 $ 57,292 $ 1,655,043 $ 201,269 $ 61,224 $ 912,420 $ 7,719,257 Impaired loans, by portfolio segment, were as follows: As of June 30, 2022 Unpaid Average Average Interest Recorded Principal Related Recorded Recorded Income Investment(1) Balance Allowance Investment(1)(2) Investment(1)(3) Recognized (3) Related allowance recorded Residential real estate 1st lien $ 1,011,645 $ 1,033,657 $ 102,062 $ 1,062,379 $ 942,448 $ 26,957 Jr lien 0 0 0 0 0 100 Total with related allowance 1,011,645 1,033,657 102,062 1,062,379 942,448 27,057 No related allowance recorded Commercial & industrial 145,810 181,929 184,023 153,803 204 Commercial real estate 3,396,482 4,548,768 3,554,895 3,887,955 1,492 Residential real estate 1st lien 2,739,726 3,745,194 2,787,897 2,875,480 92,508 Jr lien 82,405 128,821 84,051 85,557 71 Total with no related allowance 6,364,423 8,604,712 6,610,866 7,002,795 94,275 Total impaired loans $ 7,376,068 $ 9,638,369 $ 102,062 $ 7,673,245 $ 7,945,243 $ 121,332 (1) Recorded investment in impaired loans as of June 30, 2022 includes accrued interest receivable of $ 33,126 . (2) For the three months ended June 30, 2022. (3) For the six months ended June 30, 2022. 20 Table of Contents As of December 31, 2021 Unpaid Average Interest Recorded Principal Related Recorded Income Investment(1) Balance Allowance Investment(1)(2) Recognized(2) Related allowance recorded Residential real estate 1st lien $ 702,586 $ 716,118 $ 79,978 $ 858,124 $ 60,769 Jr lien 0 0 0 3,452 243 Total with related allowance 702,586 716,118 79,978 861,576 61,012 No related allowance recorded Commercial & industrial 93,362 115,414 290,181 204 Commercial real estate 4,554,074 5,108,557 2,747,193 120,996 Residential real estate 1st lien 3,050,647 4,076,352 3,331,971 205,514 Jr lien 88,570 132,802 124,803 186 Total with no related allowance 7,786,653 9,433,125 6,494,148 326,900 Total impaired loans $ 8,489,239 $ 10,149,243 $ 79,978 $ 7,355,724 $ 387,912 (1) Recorded investment in impaired loans as of December 31, 2021 includes accrued interest receivable and deferred net loan costs of $ 33,077 . (2) For the year ended December 31, 2021. As of June 30, 2021 Unpaid Average Average Interest Recorded Principal Related Recorded Recorded Income Investment(1) Balance Allowance Investment(1)(2) Investment(1)(3) Recognized(3) Related allowance recorded Residential real estate 1st lien $ 819,752 $ 826,472 $ 98,503 $ 967,850 $ 945,427 $ 32,518 Jr lien 4,181 4,174 233 4,323 4,475 228 Total with related allowance 823,933 830,646 98,736 972,173 949,902 32,746 No related allowance recorded Commercial & industrial 382,207 452,976 401,591 405,816 204 Commercial real estate 1,880,489 2,369,692 1,763,205 1,823,474 4,299 Residential real estate 1st lien 3,371,491 4,290,817 3,342,168 3,491,101 111,079 Jr lien 135,745 179,768 137,307 134,964 0 Total with no related allowance 5,769,932 7,293,253 5,644,271 5,855,355 115,582 Total impaired loans $ 6,593,865 $ 8,123,899 $ 98,736 $ 6,616,444 $ 6,805,257 $ 148,328 (1) Recorded investment in impaired loans as of June 30, 2021 includes accrued interest receivable and deferred net loan costs of $ 37,535 . (2) For the three months ended June 30, 2021. (3) For the six months ended June 30, 2021. 21 Table of Contents For all loan segments, the accrual of interest is discontinued when a loan is specifically determined to be impaired or when the loan is delinquent 90 days and management believes, after considering collection efforts and other factors, that the borrower's financial condition is such that collection of interest is considered by management to be doubtful. Any unpaid interest previously accrued on those loans is reversed from income. Interest income is generally not recognized on specific impaired loans unless the likelihood of further loss is considered by management to be remote. Interest payments received on impaired loans are generally applied as a reduction of the loan principal balance. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and a satisfactory payment performance of six or more months has occurred. Credit Quality Grouping In developing the ALL, management uses credit quality groupings to help evaluate trends in credit quality. The Company groups credit risk into Groups A, B and C. The manner the Company utilizes to assign risk grouping is driven by loan purpose. Commercial purpose loans are individually risk graded while the retail portion of the portfolio is generally grouped by delinquency pool. Group A loans - Acceptable Risk – are loans that are expected to perform as agreed under their respective terms. Such loans carry a normal level of risk that does not require management attention beyond that warranted by the loan or loan relationship characteristics, such as loan size or relationship size. Group A loans include commercial purpose loans that are individually risk rated, including purchased loans, and retail loans that are rated by pool. Group A retail loans include performing consumer and residential real estate loans. Residential real estate loans are loans to individuals secured by 1-4 family homes, including first mortgages, home equity and home improvement loans. Loan balances fully secured by deposit accounts or that are fully guaranteed by the federal government are considered acceptable risk. Group B loans – Management Involved - are loans that require greater attention than the acceptable risk loans in Group A. Characteristics of such loans may include, but are not limited to, borrowers that are experiencing negative operating trends such as reduced sales or margins, borrowers that have exposure to adverse market conditions such as increased competition or regulatory burden, or borrowers that have had unexpected or adverse changes in management. These loans have a greater likelihood of migrating to an unacceptable risk level if these characteristics are left unchecked. Group B is limited to commercial purpose loans that are individually risk rated. Group C loans – Unacceptable Risk – are loans that have distinct shortcomings that require a greater degree of management attention. Examples of these shortcomings include a borrower's inadequate capacity to service debt, poor operating performance, or insolvency. These loans are more likely to result in repayment through collateral liquidation. Group C loans range from those that are likely to sustain some loss if the shortcomings are not corrected, to those for which loss is imminent and non-accrual treatment is warranted. Group C loans include individually rated commercial purpose loans and retail loans adversely rated in accordance with the Federal Financial Institutions Examination Council’s Uniform Retail Credit Classification Policy. Group C retail loans include 1-4 family residential real estate loans and home equity loans past due 90 days or more with loan-to-value ratios greater than 60%, home equity loans 90 days or more past due where the Bank does not hold first mortgage, irrespective of loan-to-value, loans in bankruptcy where repayment is likely but not yet established, and lastly consumer loans that are 90 days or more past due. Commercial purpose loan ratings are assigned by the commercial account officer; for larger and more complex commercial loans, the credit rating is a collaborative assignment by the lender and the credit analyst. The credit risk rating is based on the borrower's expected performance, i.e., the likelihood that the borrower will be able to service its obligations in accordance with the loan terms. Credit risk ratings are meant to measure risk versus simply record history. Assessment of expected future payment performance requires consideration of numerous factors. While past performance is part of the overall evaluation, expected performance is based on an analysis of the borrower's financial strength, and historical and projected factors such as size and financing alternatives, capacity and cash flow, balance sheet and income statement trends, the quality and timeliness of financial reporting, and the quality of the borrower’s management. Other factors influencing the credit risk rating to a lesser degree include collateral coverage and control, guarantor strength and commitment, documentation, structure and covenants and industry conditions. There are uncertainties inherent in this process. Credit risk ratings are dynamic and require updating whenever relevant information is received. Risk ratings are assessed on an ongoing basis and at various points, including at delinquency or at the time of other adverse events. For larger, more complex or adversely rated loans, risk ratings are also assessed at the time of annual or periodic review. Lenders are required to make immediate disclosure to the Senior Credit Officer of any known increase in loan risk, even if considered temporary in nature. 22 Table of Contents The risk ratings within the loan portfolio, by segment, as of the balance sheet dates were as follows: As of June 30, 2022 Residential Residential Commercial Purchased Commercial Real Estate Real Estate & Industrial Loans Real Estate Municipal 1st Lien Jr Lien Consumer Total Group A $ 111,341,511 $ 8,546,059 $ 306,949,429 $ 32,399,252 $ 182,569,741 $ 33,091,840 $ 3,463,839 $ 678,361,671 Group B 6,413,977 0 2,452,233 0 0 0 0 8,866,210 Group C 3,016,754 0 8,681,992 0 3,536,400 465,520 0 15,700,666 Total $ 120,772,242 $ 8,546,059 $ 318,083,654 $ 32,399,252 $ 186,106,141 $ 33,557,360 $ 3,463,839 $ 702,928,547 As of December 31, 2021 Residential Residential Commercial Purchased Commercial Real Estate Real Estate & Industrial Loans Real Estate Municipal 1st Lien Jr Lien Consumer Total Group A $ 107,799,925 $ 9,807,848 $ 285,732,365 $ 47,955,231 $ 177,456,149 $ 34,166,076 $ 4,464,692 $ 667,382,286 Group B 693,084 0 6,550,335 0 0 0 0 7,243,419 Group C 2,632,613 0 8,676,231 0 3,860,196 193,788 0 15,362,828 Total $ 111,125,622 $ 9,807,848 $ 300,958,931 $ 47,955,231 $ 181,316,345 $ 34,359,864 $ 4,464,692 $ 689,988,533 Modifications of Loans and TDRs A loan is classified as a TDR if, for economic or legal reasons related to a borrower’s financial difficulties, the Company grants a concession to the borrower that it would not otherwise consider. The Company is deemed to have granted such a concession if it has modified a troubled loan in any of the following ways: · Reduced accrued interest; · Reduced the original contractual interest rate to a rate that is below the current market rate for the borrower; · Converted a variable-rate loan to a fixed-rate loan; · Extended the term of the loan beyond an insignificant delay; · Deferred or forgiven principal in an amount greater than three months of payments; · Performed a refinancing and deferred or forgiven principal on the original loan; · Capitalized protective advance to pay delinquent real estate taxes; or · Capitalized delinquent accrued interest. An insignificant delay or insignificant shortfall in the amount of payments typically would not require the loan to be accounted for as a TDR. However, pursuant to regulatory guidance, any payment delay longer than three months is generally not considered insignificant. Management’s assessment of whether a concession has been granted also takes into account payments expected to be received from third parties, including third-party guarantors, provided that the third party has the ability to perform on the guarantee. The Company’s TDRs are principally a result of extending loan repayment terms to relieve cash flow difficulties. The Company has only, on a limited basis, reduced interest rates for borrowers below the current market rate for the borrower. The Company has not forgiven principal or reduced accrued interest within the terms of original restructurings, nor has it converted variable rate terms to fixed rate terms. However, the Company evaluates each TDR situation on its own merits and does not foreclose the granting of any particular type of concession. The Company has adopted the TDR guidance issued by the federal banking agencies in March and April 2020 regarding the treatment of certain short-term loan modifications relating to the COVID-19 pandemic. Under this guidance, qualifying concessions and modifications are not considered TDRs. In total, throughout the pandemic, the Company granted short term loan concessions and/or modifications within the terms of this guidance to 595 borrowers. Of those loans, 339 remained on the books with an aggregate principal balance of $ 93.7 million as of June 30, 2022. None of these loans were in a deferral status as of June 30, 2022; however these loans may bear a higher risk of default in future periods. 23 Table of Contents New TDRs, by portfolio segment, during the periods presented were as follows, there were no new TDRs for the three months ended June 30, 2022 and 2021: Six months ended June 30, 2022 Pre- Post- Modification Modification Outstanding Outstanding Number of Recorded Recorded Contracts Investment Investment Residential real estate - 1st lien 1 $ 292,592 $ 292,592 Year ended December 31, 2021 Pre- Post- Modification Modification Outstanding Outstanding Number of Recorded Recorded Contracts Investment Investment Commercial & industrial 1 $ 41,751 $ 41,751 Commercial real estate 2 3,153,402 3,153,402 Residential real estate – 1st lien 1 67,007 67,007 4 $ 3,262,160 $ 3,262,160 Six months ended June 30, 2021 Pre- Post- Modification Modification Outstanding Outstanding Number of Recorded Recorded Contracts Investment Investment Commercial & industrial 1 $ 41,751 $ 41,751 The TDRs for which there was a payment default during the twelve month periods presented below were as follows: For the twelve months ended June 30, 2022 Number of Recorded Contracts Investment Commercial real estate 2 $ 2,412,179 For the twelve months ended December 31, 2021 Number of Recorded Contracts Investment Commercial & industrial 1 $ 38,001 Commercial real estate 2 3,081,810 3 $ 3,119,811 24 Table of Contents For the twelve months ended June 30, 2021 Number of Recorded Contracts Investment Commercial & industrial 1 $ 39,876 TDRs are treated as other impaired loans and carry individual specific reserves with respect to the calculation of the ALL. These loans are categorized as non-performing, may be past due, and are generally adversely risk rated. The TDRs that have defaulted under their restructured terms are generally in collection status and their reserve is typically calculated using the fair value of collateral method. The specific allowances within the ALL related to TDRs as of the balance sheet dates are presented in the table below. June 30, December 31, 2022 2021 Specific Allocation $ 102,062 $ 79,978 As of the balance sheet dates, the Company evaluates whether it is contractually committed to lend additional funds to debtors with impaired, non-accrual or modified loans. The Company is contractually committed to lend on one SBA guaranteed line of credit to a borrower whose lending relationship was previously restructured. Note 6. Goodwill and Other Intangible Assets As a result of a merger with LyndonBank on December 31, 2007, the Company recorded goodwill amounting to $ 11,574,269 . The goodwill is not amortizable and is not deductible for tax purposes. As of December 31, 2021, the most recent evaluation, management concluded that no impairment existed. Management evaluates its goodwill intangible for impairment at least annually, or more frequently as circumstances warrant. Note 7. Fair Value Certain assets and liabilities are recorded at fair value to provide additional insight into the Company’s quality of earnings and comprehensive income. The fair values of some of these assets and liabilities are measured on a recurring basis while others are measured on a non-recurring basis, with the determination based upon applicable existing accounting pronouncements. For example, securities available-for-sale are recorded at fair value on a recurring basis. Other assets, such as MSRs, loans held-for-sale, impaired loans, and OREO are recorded at fair value on a non-recurring basis using the lower of cost or market methodology to determine impairment of individual assets. The Company groups assets and liabilities which are recorded at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. The level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement (with Level 1 considered highest and Level 3 considered lowest). A brief description of each level follows. Level 1 Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market, as well as U.S. Treasury and other U.S. Government debt securities that are highly liquid and are actively traded in over-the-counter markets. Level 2 Observable inputs other than Level 1 prices such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes MSRs, collateral-dependent impaired loans and OREO. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. 25 Table of Contents The following methods and assumptions were used by the Company in estimating its fair value measurements: Debt Securities AFS: Fair value measurement is based upon quoted prices for similar assets, if available. If quoted prices are not available, fair values are measured using matrix pricing models, or other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curves, prepayment speeds and default rates. Level 1 securities would include U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets. Level 2 securities include federal agency securities, municipal securities and other asset-backed securities. Impaired loans: Impaired loans are reported based on one of three measures: the present value of expected future cash flows discounted at the loan’s effective interest rate; the loan’s observable market price; or the fair value of the collateral if the loan is collateral dependent. If the fair value is less than an impaired loan’s recorded investment, an impairment loss is recognized as part of the ALL. Accordingly, certain impaired loans may be subject to measurement at fair value on a non-recurring basis. Management has estimated the fair values of collateral-dependent loans using Level 2 inputs, such as the fair value of collateral based on independent third-party appraisals. Loans held-for-sale: The fair value of loans held-for-sale is based upon an actual purchase and sale agreement between the Company and an independent market participant. The sale is executed within a reasonable period following quarter end at the stated fair value. MSRs: MSRs represent the value associated with servicing residential mortgage loans. Servicing assets and servicing liabilities are reported using the amortization method and compared to fair value for impairment. In evaluating the carrying values of MSRs, the Company obtains third party valuations based on loan level data including note rate, and the type and term of the underlying loans. The Company classifies MSRs as non-recurring Level 2. Assets and Liabilities Recorded at Fair Value on a Recurring Basis Assets measured at fair value on a recurring basis and reflected in the consolidated balance sheets at the dates presented, segregated by fair value hierarchy, are summarized below. There were no Level 3 assets or liabilities measured on a recurring basis as of the balance sheet dates presented, nor were there any transfers of assets between Levels during either 2022 or 2021. June 30, December 31, Assets: (market approach) 2022 2021 Level 1 U.S. Government securities $ 39,115,593 $ 32,041,041 Level 2 U.S. GSE debt securities $ 10,892,933 $ 11,828,498 Taxable Municipal securities 255,423 298,733 Tax-Exempt Municipal securities 7,160,205 831,379 Agency MBS 119,402,676 127,132,521 ABS and OAS 3,254,901 2,214,024 CMO 4,284,234 1,420,458 Other investments 4,427,879 6,575,805 Level 2 Total $ 149,678,251 $ 150,301,418 Grand Total $ 188,793,844 $ 182,342,459 26 Table of Contents Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis The following table includes assets measured at fair value on a non-recurring basis that have had a fair value adjustment since their initial recognition. Impaired loans measured at fair value only include impaired loans with a partial write-down or with a related specific ALL and are presented net of the specific allowances as disclosed in Note 5. Assets measured at fair value on a non-recurring basis and reflected in the consolidated balance sheets at the dates presented, segregated by fair value hierarchy level, are summarized below. There were no Level 1 or Level 3 assets or liabilities measured on a non-recurring basis as of the balance sheet dates presented, nor were there any transfers of assets between levels during either 2022 or 2021. June 30, December 31, Level 2 2022 2021 Assets: (market approach) Impaired loans, net of related allowance $ 1,743,115 $ 177,523 Loans held-for-sale 821,500 339,000 MSRs (1) 896,701 897,720 (1) Represents MSRs at lower of cost or fair value. FASB ASC Topic 825, “Financial Instruments”, requires disclosures of fair value information about financial instruments, whether or not recognized in the balance sheet, if the fair values can be reasonably determined. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques using observable inputs when available. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Topic 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company. 27 Table of Contents The estimated fair values of commitments to extend credit and letters of credit were immaterial as of the dates presented in the tables below. The estimated fair values of the Company's financial instruments as of the balance sheet dates were as follows: June 30, 2022 Fair Fair Fair Fair Carrying Value Value Value Value Amount Level 1 Level 2 Level 3 Total (Dollars in Thousands) Financial assets: Cash and cash equivalents $ 67,068 $ 67,068 $ 0 $ 0 $ 67,068 Debt securities AFS 188,794 39,116 149,678 0 188,794 Restricted equity securities 1,391 0 1,391 0 1,391 Loans and loans held-for-sale, net of ALL Commercial & industrial 119,559 0 29 119,577 119,606 Purchased loans 8,485 0 0 8,459 8,459 Commercial real estate 313,178 0 1,592 311,006 312,598 Municipal 32,335 0 0 33,037 33,037 Residential real estate - 1st lien 185,575 0 122 176,002 176,124 Residential real estate - Jr lien 33,369 0 0 33,274 33,274 Consumer 3,422 0 0 3,446 3,446 MSRs (1) 897 0 1,295 0 1,295 Accrued interest receivable 2,651 0 2,651 0 2,651 Financial liabilities: Deposits Other deposits 871,660 0 869,244 0 869,244 Brokered deposits 249 0 231 0 231 Long-term borrowings 1,300 0 1,075 0 1,075 Repurchase agreements 31,235 0 31,235 0 31,235 Operating lease obligations 761 0 761 0 761 Finance lease obligations 3,752 0 3,752 0 3,752 Subordinated debentures 12,887 0 12,334 0 12,334 Accrued interest payable 51 0 51 0 51 (1) Reported fair value represents all MSRs for loans serviced by the Company, regardless of carrying amount. 28 Table of Contents December 31, 2021 Fair Fair Fair Fair Carrying Value Value Value Value Amount Level 1 Level 2 Level 3 Total (Dollars in Thousands) Financial assets: Cash and cash equivalents $ 110,359 $ 110,359 $ 0 $ 0 $ 110,359 Debt securities AFS 182,342 32,041 150,301 0 182,342 Restricted equity securities 1,434 0 1,434 0 1,434 Loans and loans held-for-sale, net of ALL Commercial & industrial 109,574 0 0 110,284 110,284 Purchased loans 9,808 0 0 9,862 9,862 Commercial real estate 296,528 0 29 297,339 297,368 Municipal 47,841 0 0 49,419 49,419 Residential real estate - 1st lien 180,271 0 149 180,302 180,451 Residential real estate - Jr lien 34,151 0 0 34,189 34,189 Consumer 4,406 0 0 4,436 4,436 MSRs (1) 898 0 995 0 995 Accrued interest receivable 2,401 0 2,401 0 2,401 Financial liabilities: Deposits Other deposits 879,151 0 879,545 0 879,545 Brokered deposits 249 0 246 0 246 Long-term borrowings 1,300 0 1,179 0 1,179 Repurchase agreements 32,610 0 32,610 0 32,610 Operating lease obligations 864 0 864 0 864 Finance lease obligations 3,858 0 3,858 0 3,858 Subordinated debentures 12,887 0 12,868 0 12,868 Accrued interest payable 59 0 59 0 59 (1) Reported fair value represents all MSRs for loans serviced by the Company, regardless of carrying amount. Note 8. Loan Servicing The following table shows the changes in the carrying amount of the MSRs, included in other assets in the consolidated balance sheets, for the periods indicated: Six Months Ended Year Ended June 30, 2022 December 31, 2021 Balance at beginning of year $ 897,720 $ 922,146 MSRs capitalized 77,676 147,328 MSRs amortized ( 78,695 ) ( 225,404 ) Change in valuation allowance 0 53,650 Balance at end of period $ 896,701 $ 897,720 Note 9. Legal Proceedings In the normal course of business, the Company is involved in litigation that is considered incidental to its business. Management does not expect that any such litigation will be material to the Company's consolidated financial condition or results of operations. Note 10. Subsequent Events The Company has evaluated events and transactions through the date that the financial statements were issued for potential recognition or disclosure in these financial statements, as required by GAAP. On June 15, 2022, the Company’s Board declared a cash dividend of $ 0.23 per common share, payable August 1, 2022 to shareholders of record as of July 15, 2022. This dividend has been recorded in the Company’s consolidated financial statements as of the declaration date, including shares issuable under the DRIP. 29 Table of Contents ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Period Ended June 30, 2022 The following discussion analyzes the consolidated financial condition of Community Bancorp. and its wholly-owned subsidiary, Community National Bank, as of June 30, 2022 and December 31, 2021, and its consolidated results of operations for the three- and six-month interim periods and one year period presented. The Company is considered a “smaller reporting company” and a “non-accelerated filer” under the disclosure rules of the SEC. Accordingly, the Company has elected to provide its audited statements of income, comprehensive income, cash flows and changes in shareholders’ equity for a two year, rather than a three year, period and intends to provide smaller reporting company scaled disclosures where management deems it appropriate. The following discussion should be read in conjunction with the Company’s audited consolidated financial statements and related notes contained in its 2021 Annual Report on Form 10-K filed with the SEC. Please refer to Note 1 in the accompanying audited consolidated financial statements for a listing of acronyms and defined terms used throughout the following discussion. Certain amounts presented below pertaining to the 2021 comparison periods have been reclassified to conform to current year presentation. FORWARD-LOOKING STATEMENTS This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, regarding the results of operations, financial condition and business of the Company and its subsidiary. Words used in the discussion below such as "believes," "expects," "anticipates," "intends," "estimates," “projects”, "plans," “assumes”, "predicts," “may”, “might”, “will”, “could”, “should” and similar expressions, indicate that management of the Company is making forward-looking statements. Forward-looking statements are not guarantees of future performance. They necessarily involve risks, uncertainties and assumptions. Examples of forward looking statements included in this discussion include, but are not limited to, statements regarding the potential effects of the COVID-19 pandemic on our business, financial condition, results of operations and prospects; the estimated contingent liability related to assumptions made within the asset/liability management process; management's expectations as to the future interest rate environment and the Company's related liquidity level; credit risk expectations relating to the Company's loan portfolio; and management's general outlook for the future performance of the Company or the local or national economy. Although forward-looking statements are based on management's expectations and estimates as of the date they are made, many of the factors that could influence or determine actual results are unpredictable and not within the Company's control. Factors that may cause actual results to differ materially from those contemplated by these forward-looking statements include, among others, the following possibilities: · general economic or business conditions, either nationally, regionally or locally, deteriorate, resulting in a decline in credit quality or a diminished demand for the Company's products and services; · competitive pressures increase among financial service providers in the Company's northern New England market area or in the financial services industry generally, including competitive pressures from non-bank financial service providers, from increasing consolidation and integration of financial service providers, and from changes in technology and delivery systems; · interest rates change in such a way as to negatively affect loan demand, the local economy or the Company's net income, asset valuations or margins; · changes in laws or government rules, including the rules of the federal Consumer Financial Protection Bureau, or the way in which courts or government agencies interpret or implement those laws or rules, increase our costs of doing business, causing us to limit or change our product offerings or pricing, or otherwise adversely affect the Company's business; · changes in federal or state tax laws or policy; · changes in the level of nonperforming assets and charge-offs; · changes in applicable accounting policies, practices and standards, including, without limitation, implementation of pending changes to the measurement of credit losses in financial statements under U.S. GAAP pursuant to the CECL model; · changes in consumer and business spending, borrowing and savings habits; · reductions in deposit levels, which necessitate increased borrowings to fund loans and investments; · the geographic concentration of the Company’s loan portfolio and deposit base; 30 Table of Contents · losses due to the fraudulent or negligent conduct of third parties, including the Company’s service providers, customers and employees; · cybersecurity risks could adversely affect the Company’s business, financial performance or reputation and could result in financial liability for losses incurred by customers or others due to data breaches or other compromise of the Company’s information security systems; · higher-than-expected costs are incurred relating to information technology or difficulties arise in implementing technological enhancements; · management’s risk management measures may not be completely effective; · changes in the United States monetary and fiscal policies, including the interest rate policies of the FRB and its regulation of the money supply; · adverse changes in the credit rating of U.S. government debt; · the planned phase out of three month LIBOR by June 30, 2023, which could adversely affect the Company’s interest costs in future periods on its $12,887,000 in principal amount of Junior Subordinated Debentures due December 12, 2037, which currently bear interest at a variable rate, adjusted quarterly, equal to 3-month LIBOR, plus 2.85%; · continuing the effects of COVID-19 and emerging variants of the virus on our Company, the communities where we have branches and loan production offices, the State of Vermont and the national and global economies and overall stability of the financial markets; · the continuing effects of government and regulatory responses to the COVID-19 pandemic; · operational and internal system failures due to changes in normal business practices, including remote working for Company staff; · increased cybercrime and payment system risk due to increase usage by customers of online and other remote banking channels; · the impact of inflation on the Company’s customers and on its financial results and performance; and · the ongoing challenges to find qualified workers to maintain a stable workforce. Readers are cautioned not to place undue reliance on such statements as they speak only as of the date they are made. The Company does not undertake, and disclaims any obligation, to revise or update any forward-looking statements to reflect the occurrence or anticipated occurrence of events or circumstances after the date of this Report, except as required by applicable law. The Company claims the protection of the safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995. NON-GAAP FINANCIAL MEASURES Under SEC Regulation G, public companies making disclosures containing financial measures that are not in accordance with GAAP must also disclose, along with each non-GAAP financial measure, certain additional information, including a reconciliation of the non-GAAP financial measure to the closest comparable GAAP financial measure, as well as a statement of the company’s reasons for utilizing the non-GAAP financial measure. The SEC has exempted from the definition of non-GAAP financial measures certain commonly used financial measures that are not based on GAAP. However, three non-GAAP financial measures commonly used by financial institutions, namely tax-equivalent net interest income and tax-equivalent net interest margin (as presented in the tables in the section labeled Interest Income Versus Interest Expense (NII)) and core earnings (as defined and discussed in the Results of Operations section), have not been specifically exempted by the SEC, and may therefore constitute non-GAAP financial measures under Regulation G. We are unable to state with certainty whether the SEC would regard those measures as subject to Regulation G. Management believes that these non-GAAP financial measures are useful in evaluating the Company’s financial performance and facilitate comparisons with the performance of other financial institutions. However, that information should be considered supplemental in nature and not as a substitute for related financial information prepared in accordance with GAAP. OVERVIEW The Company’s consolidated assets on June 30, 2022 were $999,442,578 compared to $1,019,105,799 at December 31, 2021, a decrease of 1.9%. Significant changes in the asset base were due to a decrease of $43.3 million, or 39.2%, in cash and cash equivalents, which was partially offset by an increase in net loans of $12.9 million, or 1.9%, and an increase in the available for sale investment portfolio of $6.5 million, or 3.5%. This demonstrates the Company’s efforts to deploy cash into higher earning assets. The decrease in cash also reflects deposit runoff, primarily in business and municipal accounts, in the first six months of 2022. The decrease in municipal accounts reflects the annual financial cycle for municipalities in Vermont. The increase in the loan portfolio was primarily attributable to an increase of $19.5 million in commercial & industrial loans and $16.8 million in CRE loans, which was partially offset by a $10.6 million decrease in PPP loans and $15.6 million in municipal loan balances, due primarily to the maturing of municipal loans at the end of the annual municipal finance cycle for school districts in Vermont. 31 Table of Contents Total deposits on June 30, 2022 were $871,908,642 compared to $879,399,953 on December 31, 2021, a decrease of $7.5 million, or 0.9%, reflecting the combined effect of fluctuating demand deposit accounts, mainly large-balance business checking accounts and a decrease in municipal accounts totaling approximately $33 million that is related to the annual municipal finance cycle mentioned above. These decreases were partially offset by an increase in savings accounts of $14.7 million, or 8.8%. Consolidated net income for the second quarter of 2022 decreased $25,254, or 0.8%, and decreased $645,413 from $6.1 million for the first six months of 2021 to $5.4 million compared to the same periods in 2022. A $1.6 million decrease in the amortization of PPP loan processing fees from the SBA and an increase of $665,002 in provision for loan losses was partially offset by an increase of $886,067 in investment income from the Company’s debt securities portfolio and an increase in interest income from loans totaling $604,199, which includes interest adjustments for loans coming out of non-accrual status. Also contributing to the offset was a decrease of $108,091 in interest expense on savings and money market deposits, and a decrease of $172,491 in interest expense from time deposits. These changes and other significant changes are discussed in the appropriate income sections of this MD&A. Total interest income increased $310,359, or 3.7%, for the second quarter of 2022, compared to the same quarter in 2021, but decreased $55,005, or 0.3%, year over year, due to the changes discussed in the previous paragraph related to PPP loan processing fees and investment and loan income. The investment portfolio has increased considerably year over year, accounting for the increase in investment income. The amortization of the SBA PPP fees was $137,978 for the second quarter of 2022, compared to $835,999 for the same quarter in 2021, and $433,747 for the first six months of 2022, compared to $2.1 million for the same period in 2021. Total interest expense decreased $15,652, or 2.0%, for the second quarter of 2022, compared to the same quarter in 2021, and decreased $176,757, or 10.9%, for the first six months of 2022 compared to the same period in 2021. A decrease in time deposits year over year is a contributing factor to the decrease in interest expense, as well as the prolonged low interest rate environment that prevailed throughout 2021 and most of the first six months of 2022. The recent increases in the fed funds rate have put more pressure on deposit pricing, resulting in an increase in the Company’s money market and time deposit rates. Please refer to the interest rate sensitivity discussion in the Interest Rate Risk and Asset and Liability Management section for more information on the impact that the actions of the FRB’s FOMC in regulating interest rates, and changes in the yield curve could have on net interest income. The provision for loan losses for the second quarter of 2022 was $337,500 compared to $267,501 for the same quarter of 2021, resulting in an increase of $69,999, or 26.2%, between periods. The provision for loan losses for the first six months of 2022 was $1.2 million compared to $534,998 for the same period in 2021, resulting in an increase of $665,002, or 124.3%, between periods. This increase to the provision was driven primarily by a write-down on a non-performing CRE loan totaling $667,474 during March 2022, as well as increases to the reserve due to the increase in the commercial loan portfolios, both secured and unsecured. Please refer to the ALL and provisions discussion in the Credit Risk section for more information. Equity capital decreased to $74.0 million, with a book value per share of $13.41 as of June 30, 2022, compared to equity capital of $84.8 million and a book value of $15.48 as of December 31, 2021. This decrease in equity capital is directly related to the increase of unrealized losses in the investment portfolio, reflecting rising bond rates, which resulted in an increase of $14.3 million, net of tax, in the accumulated other comprehensive loss in the shareholders’ equity portion of the balance sheet. This position is considered temporary and does not impact the Company’s regulatory capital ratios. On June 15, 2022, the Company's Board of Directors declared a quarterly cash dividend of $0.23 per common share, payable on August 1, 2022 to shareholders of record on July 15, 2022. As of June 30, 2022, all of the Company’s capital ratios, and those of our subsidiary Bank, were in excess of applicable regulatory requirements. While we believe that we have sufficient capital to withstand an economic downturn from any headwinds related to inflation or recessionary periods, should one occur, our equity capital and regulatory capital ratios could be adversely impacted, including as a result of credit losses and other adverse impacts of the pandemic, deteriorating economic conditions, or government monetary policy. CRITICAL ACCOUNTING POLICIES The Company’s consolidated financial statements are prepared according to U.S. GAAP. The preparation of such financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities in the consolidated financial statements and related notes. The SEC has defined a company’s critical accounting policies as those that are most important to the portrayal of the Company’s financial condition and results of operations, and which require the Company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Because of the significance of these estimates and assumptions, there is a high likelihood that materially different amounts would be reported for the Company under different conditions or using different assumptions or estimates. Management evaluates on an ongoing basis its judgment as to which policies are considered to be critical. 32 Table of Contents The Company’s critical accounting policies govern: · the ALL; · OREO; · OTTI of debt securities; · valuation of residential MSRs; and · the carrying value of goodwill. These policies are described in the Company’s 2021 Annual Report on Form 10-K in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” and in Note 1 (Significant Accounting Policies) to the audited consolidated financial statements. There were no material changes during the first six months of 2022 in the Company’s critical accounting policies. RESULTS OF OPERATIONS Net income for the second quarter of 2022 was $3,021,152 or $0.56 per common share compared to $3,046,406 or $0.57 per common share for the same quarter of 2021. Net income for the first six months of 2022 was $5,426,694 or $1.00 per common share, compared to $6,072,107 or $1.13 per common share for the same period of 2021. Core earnings (NII) for the second quarter of 2022 were $7.8 million compared to $7.5 million for the same quarter in 2021 and $15.4 million for the first six months of 2022 compared to $15.3 million for the same period in 2021. As noted in the Overview, the moderate increase in both periods reflects the decrease in the amortization of fees from administering PPP loans, which enhanced NII in 2021. Over the past year, the portfolio of PPP loans has decreased, as these loans are forgiven and paid in full by the SBA. The PPP loan portfolio balance decreased from $92.6 million at the end of February 2021 to $12.2 million at December 31, 2021 and then to $1.6 million as of June 30, 2022. As these loans are paid in full, the unamortized fees are taken to income, resulting in a decrease in income year over year. Interest paid on deposits, which is the major component of total interest expense, decreased $45,635, or 7.2% between the second quarter comparison periods and $198,919, or 14.9%, year over year, driven in part by a decrease in interest-bearing deposits. Return on average assets, which is net income divided by average total assets, measures how effectively a corporation uses its assets to produce earnings. Return on average equity, which is net income divided by average shareholders' equity, measures how effectively a corporation uses its equity capital to produce earnings. The following tables show these ratios annualized, as well as other equity ratios, for the comparison periods presented. Three Months Ended June 30, 2022 2021 Return on average assets 1.20 % 1.30 % Return on average equity 16.12 % 15.46 % Dividend payout ratio (1) 41.07 % 38.60 % Average equity to average assets 7.45 % 8.43 % Six Months Ended June 30, 2022 2021 Return on average assets 1.09 % 1.32 % Return on average equity 13.84 % 15.60 % Dividend payout ratio (1) 46.00 % 38.94 % Average equity to average assets 7.84 % 8.45 % (1) Dividends declared per common share divided by earnings per common share. INTEREST INCOME VERSUS INTEREST EXPENSE (NET INTEREST INCOME) The largest component of the Company’s operating income is NII, which is the difference between interest earned on loans and investments and the interest paid on deposits and other sources of funds (i.e., borrowings). The Company’s level of net interest income can fluctuate over time due to changes in the level and mix of earning assets and sources of funds (volume), and changes in the yield earned and costs of funds (rate). A portion of the Company’s income from loans to local municipalities is not subject to income taxes. Because the proportion of tax-exempt items in the Company's balance sheet varies from year-to-year, to improve comparability of information, the non-taxable income shown in the tables below has been converted to a tax equivalent basis. The Company’s corporate tax rate is 21%; therefore, to equalize tax-free and taxable income in the comparison, we divide the tax-free income by 79%, with the result that every tax-free dollar is equivalent to $1.27 in taxable income for the periods presented. 33 Table of Contents The Company’s tax-exempt interest income of $256,652 and $254,467 for the three months ended June 30, 2022 and 2021, respectively, and $492,695 and $513,228 for the six months ended June 30, 2022 and 2021, respectively, was derived from loans to local municipalities of $32.4 million and $35.8 million, and tax-exempt municipal investments of $3.8 million and $0, at June 30, 2022 and 2021, respectively. The following tables show the reconciliation between reported NII and tax equivalent NII for the comparison periods presented. Three Months Ended June 30, 2022 2021 Net interest income as presented $ 7,837,185 $ 7,511,174 Effect of tax-exempt income 68,224 67,643 Net interest income, tax equivalent $ 7,905,409 $ 7,578,817 Six Months Ended June 30, 2022 2021 Net interest income as presented $ 15,395,414 $ 15,273,662 Effect of tax-exempt income 130,970 136,428 Net interest income, tax equivalent $ 15,526,384 $ 15,410,090 34 Table of Contents The following tables present the daily average interest-earning assets and the daily average interest-bearing liabilities supporting earning assets for the respective comparison periods. Interest income (excluding interest on non-accrual loans) is expressed on a tax equivalent basis, both in dollars and as a rate/yield for the comparison periods presented. Three Months Ended June 30, 2022 2021 Average Average Average Income/ Rate/ Average Income/ Rate/ Balance Expense Yield Balance Expense Yield Interest-Earning Assets Loans (1) $ 703,056,776 $ 7,689,953 4.39 % $ 728,685,149 $ 7,956,066 4.38 % Taxable investment securities 181,906,304 736,407 1.62 % 87,692,593 293,731 1.34 % Tax-exempt investment securities 5,442,227 42,767 3.15 % 0 0 0.00 % Sweep and interest-earning accounts 68,587,282 169,965 0.99 % 55,000,258 80,006 0.58 % Other investments (2) 1,777,950 16,632 3.75 % 1,833,946 14,981 3.28 % Total $ 960,770,539 $ 8,655,724 3.61 % $ 873,211,946 $ 8,344,784 3.83 % Interest-Bearing Liabilities Interest-bearing transaction accounts $ 259,645,648 $ 211,278 0.33 % $ 216,063,449 $ 127,646 0.24 % Money market funds 127,849,142 121,221 0.38 % 124,192,217 160,288 0.52 % Savings deposits 181,057,302 26,003 0.06 % 158,005,819 40,771 0.10 % Time deposits 106,162,111 226,956 0.86 % 108,625,246 302,388 1.12 % Borrowed funds 1,301,132 5 0.00 % 2,301,330 12 0.00 % Repurchase agreements 29,958,442 22,129 0.30 % 29,185,028 20,509 0.28 % Finance lease obligations 3,769,886 21,660 2.30 % 2,395,094 14,437 2.41 % Junior subordinated debentures 12,887,000 121,063 3.77 % 12,887,000 99,916 3.11 % Total $ 722,630,663 $ 750,315 0.42 % $ 653,655,183 $ 765,967 0.47 % Net interest income $ 7,905,409 $ 7,578,817 Net interest spread (3) 3.19 % 3.36 % Net interest margin (4) 3.30 % 3.48 % (1) Included in gross loans are non-accrual loans with average balances of $5,014,853 and $3,803,807 for the three months ended June 30, 2022 and 2021, respectively. Loans are stated before deduction of unearned discount and ALL, less loans held-for-sale and include tax-exempt loans to local municipalities with average balances of $47,565,225 and $51,534,733 for the three months ended June 30, 2022 and 2021, respectively. (2) Included in other investments is the Company’s FHLBB Stock with average balances of $712,800 and $468,796 for the three months ended June 30, 2022 and 2021, respectively, with a dividend rate of approximately 2.09% and 1.54%, respectively, per quarter. (3) Net interest spread is the difference between the average yield on average interest-earning assets and the average rate paid on average interest-bearing liabilities. (4) Net interest margin is net interest income divided by average earning assets. 35 Table of Contents Six Months Ended June 30, 2022 2021 Average Average Average Income/ Rate/ Average Income/ Rate/ Balance Expense Yield Balance Expense Yield Interest-Earning Assets Loans (1) $ 698,056,683 $ 15,236,988 4.40 % $ 724,657,107 $ 16,278,147 4.53 % Taxable investment securities 183,839,728 1,392,684 1.53 % 80,190,706 558,844 1.41 % Tax-exempt investment securities 3,846,121 56,627 2.97 % 0 0 0.00 % Sweep and interest-earning accounts 69,406,084 250,625 0.73 % 71,100,556 167,888 0.48 % Other investments (2) 1,778,671 33,092 3.75 % 1,833,749 25,600 2.82 % Total $ 956,927,287 $ 16,970,016 3.58 % $ 877,782,118 $ 17,030,479 3.91 % Interest-Bearing Liabilities Interest-bearing transaction accounts $ 259,195,319 $ 371,356 0.29 % $ 215,375,735 $ 274,164 0.26 % Money market funds 129,288,338 248,902 0.39 % 122,564,234 328,393 0.54 % Savings deposits 177,129,696 49,443 0.06 % 151,346,385 78,043 0.10 % Time deposits 106,397,607 467,717 0.89 % 109,968,712 655,737 1.20 % Borrowed funds 1,301,138 6 0.00 % 2,415,425 24 0.00 % Repurchase agreements 29,405,997 43,169 0.30 % 33,226,234 55,951 0.34 % Finance lease obligations 3,796,341 43,624 2.30 % 2,039,367 29,366 2.88 % Junior subordinated debentures 12,887,000 219,415 3.43 % 12,887,000 198,711 3.11 % Total $ 719,401,436 $ 1,443,632 0.40 % $ 649,823,092 $ 1,620,389 0.50 % Net interest income $ 15,526,384 $ 15,410,090 Net interest spread (3) 3.18 % 3.41 % Net interest margin (4) 3.27 % 3.54 % (1) Included in gross loans are non-accrual loans with average balances of $5,375,840 and $3,945,577 for the six months ended June 30, 2022 and 2021, respectively. Loans are stated before deduction of unearned discount and ALL, less loans held-for-sale and include tax-exempt loans to local municipalities with average balances of $48,289,600 and $51,881,498 for the six months ended June 30, 2022 and 2021, respectively. (2) Included in other investments is the Company’s FHLBB Stock with average balances of $713,521 and $768,599, respectively, with a dividend rate of approximately 2.4% and 1.54%, respectively, for the six months ended June 30, 2022 and 2021, respectively. (3) Net interest spread is the difference between the average yield on average interest-earning assets and the average rate paid on average interest-bearing liabilities. (4) Net interest margin is net interest income divided by average earning assets. 36 Table of Contents The average volume of interest-earning assets for the three- and six-month periods ended June 30, 2022 increased 10.0% and 9.0%, respectively, compared to the same periods last year, while the average yield on interest-earning assets decreased 22 bps and 33 bps, respectively. The average volume of loans decreased over the three- and six-month comparison periods of 2022 versus 2021 by 3.5% and 3.7%, respectively, and the average yield on loans increased one bp and decreased 13 bps, respectively. Loans accounted for 73.2% and 73.0%, respectively, of the average interest-earning asset portfolio for the three- and six- month periods ended June 30, 2022 compared to 83.5% and 82.6%, respectively, for the same periods last year. Interest earned on the loan portfolio as a percentage of total interest income was 88.9% and 89.8%, respectively for the three- and six-month periods in 2022 compared to 95.3% and 95.6%, respectively for the same periods in 2021. The average volume of the taxable investment portfolio (classified as AFS) increased 107.4% and 129.3% during the three- and six-month periods ended June 30, 2022, compared to the same periods last year, and the average yield increased 28 bps and 12 bps, respectively, between periods. The increase in average volume is due primarily to management’s effort to continue to grow the investment portfolio incrementally as the balance sheet grows in order to provide additional liquidity and pledge quality assets The average volume of the tax-exempt investment portfolio (classified as AFS) for the three- and six-month periods ended June 30, 2022 was $5.4 million and $3.8 million, respectively, with a tax equivalent yield of 3.15% and 2.97%, respectively. The Company began investing in these tax-exempt bonds during December 2021. The average volume of sweep and interest-earning accounts, which consists primarily of an interest-bearing account at the FRBB, increased 24.7% for the three-months ended June 30, 2022 compared to the same period in 2021, while a decrease of 2.4% is noted for the six-months ended June 30, 2022 compared to the same period in 2021. The decrease in average volume year over year is attributable to the funding of investment and loan growth and also to a decrease in customer deposit accounts. The average yield on these funds increased 41 bps and 25 bps for the three- and six-month periods ended June 30, 2022 versus the same periods in 2021. The average volume of interest-bearing liabilities for the three- and six-month periods ended June 30, 2022 increased 10.6% and 10.7%, respectively, compared to the same periods in 2021, while the average rate paid on interest-bearing liabilities decreased five bps and 10 bps, respectively. The average volume of interest-bearing transaction accounts increased 20.2% and 20.4%, respectively for the three- and six-month periods ended June 30, 2022 compared to the same periods of 2021, reflecting strong deposit growth during the third and fourth quarters of 2021. The average rate paid on these accounts increased nine and three bps, respectively, between comparison periods. The average volume of money market accounts increased 2.9% and 5.5%, respectively for the three- and six-month periods ended June 30, 2022 compared to the same periods of 2021, while the average rate paid on these deposits decreased 14 and 15 bps, respectively. The average volume of savings accounts increased 14.6% and 17.0%, respectively, for the three- and six-month periods ended June 30, 2022 compared to the same periods in 2021, while the average rate paid on these accounts decreased four bps in both comparison periods. The average volume of time deposits decreased 2.3% and 3.3%, respectively, for the three- and six-month periods ended June 30, 2022 compared to the same periods in 2021, and the average rate paid decreased 26 and 31 bps, respectively. Interest paid on time deposits as a percentage of total interest expense was 30.3% and 32.4%, respectively, for the three and six-month periods ended June 30, 2022, compared to 39.5% and 40.5%, respectively, for the same comparison periods in 2021. The decrease in the average volume of time deposits between periods reflects the maturity of brokered deposits in January and April of 2021 that had not been replaced as of June 30, 2022. Management still considers the brokered deposit market to be a beneficial source of funding to help smooth out the fluctuations in core deposit balances without the need to disrupt deposit pricing in the Company’s local markets. These funds can be obtained relatively quickly on an as-needed basis, making them a valuable alternative to traditional term borrowings from the FHLBB. Refer to the “Liquidity and Capital Resources” section for more discussion on this topic. The average volume of borrowed funds decreased 43.5% and 46.1% for the three- and six-month periods ended June 30, 2022 compared to the same periods in 2021 and, for all periods, consisted of only JNE funds at zero percent interest. The average volume of repurchase agreements increased 2.7% and decreased 11.5%, respectively, for the three- and six-month periods ended June 30, 2022 compared to the same periods in 2021 and the average rate paid increased two bps and decreased four bps, respectively, between comparison periods. 37 Table of Contents In summary, between the three- and six-month periods ended June 30, 2022 and 2021, the average yield on interest-earning assets decreased 22 bps and 33 bps, respectively, and the average rate paid on interest-bearing liabilities decreased five and 10 bps, respectively. Net interest spread decreased 17 bps and 23 bps for the three- and six-month periods of 2022 versus 2021 and net interest margin decreased 18 and 27 bps, respectively, between periods. The following table summarizes the variances in interest income and interest expense on a fully tax-equivalent basis for the interim periods presented for 2022 and 2021 resulting from volume changes in daily average assets and daily average liabilities and fluctuations in average rates earned and paid. Three Months Ended June 30, Six Months Ended June 30, Variance Variance Variance Variance Due to Due to Total Due to Due to Total Rate (1) Volume (1) Variance Rate (1) Volume (1) Variance Average Interest-Earning Assets Loans $ 14,388 $ (280,501 ) $ (266,113 ) $ (460,760 ) $ (580,399 ) $ (1,041,159 ) Taxable investment securities 127,925 314,751 442,676 109,120 724,720 833,840 Tax-exempt investment securities 42,767 0 42,767 56,627 0 56,627 Sweep and interest-earning accounts 70,312 19,647 89,959 88,871 (6,134 ) 82,737 Other investments 2,175 (524 ) 1,651 8,516 (1,024 ) 7,492 Total $ 257,567 $ 53,373 $ 310,940 $ (197,626 ) $ 137,163 $ (60,463 ) Average Interest-Bearing Liabilities Interest-bearing transaction accounts $ 57,554 $ 26,078 $ 83,632 $ 40,695 $ 56,497 $ 97,192 Money market funds (43,808 ) 4,741 (39,067 ) (97,497 ) 18,006 (79,491 ) Savings deposits (20,515 ) 5,747 (14,768 ) (41,386 ) 12,786 (28,600 ) Time deposits (70,151 ) (5,281 ) (75,432 ) (172,259 ) (15,761 ) (188,020 ) Borrowed funds (8 ) 0 (8 ) (18 ) 0 (18 ) Repurchase agreements 1,081 540 1,621 (7,099 ) (5,683 ) (12,782 ) Finance lease obligations (1,037 ) 8,260 7,223 (10,834 ) 25,092 14,258 Junior subordinated debentures 21,147 0 21,147 20,704 0 20,704 Total $ (55,737 ) $ 40,085 $ (15,652 ) $ (267,694 ) $ 90,937 $ (176,757 ) Changes in net interest income $ 313,304 $ 13,288 $ 326,592 $ 70,068 $ 46,226 $ 116,294 (1) Items which have shown a year-to-year increase in volume have variances allocated as follows: Variance due to rate = Change in rate x new volume Variance due to volume = Change in volume x old rate Items which have shown a year-to-year decrease in volume have variances allocated as follows: Variance due to rate = Change in rate x old volume Variances due to volume = Change in volume x new rate 38 Table of Contents NON-INTEREST INCOME AND NON-INTEREST EXPENSE Non-interest Income The components of non-interest income for the periods presented were as follows: Three Months Ended Six Months Ended June 30, Change June 30, Change 2022 2021 Income Percent 2022 2021 Income Percent Service fees $ 936,382 $ 856,631 $ 79,751 9.31 % $ 1,799,269 $ 1,645,255 $ 154,014 9.36 % Income from sold loans 195,542 277,061 (81,519 ) -29.42 % 399,384 462,067 (62,683 ) -13.57 % Other income from loans 322,913 246,716 76,197 30.88 % 594,174 429,989 164,185 38.18 % Other income Income from CFS Partners 72,961 287,072 (214,111 ) -74.58 % 298,831 594,058 (295,227 ) -49.70 % Other miscellaneous income 106,498 101,055 5,443 5.39 % 229,068 209,397 19,671 9.39 % Total non-interest income $ 1,634,296 $ 1,768,535 ($134,239) -7.59 % $ 3,320,726 $ 3,340,766 ($20,040) -0.60 % Total non-interest income decreased $134,239, or 7.6% for the second quarter of 2022 and $20,040, or 0.6%, for the first six months of 2022 compared to the same periods in 2021, with significant changes noted in the following: · The increase in service fees during the comparison period is mostly due to an increase in overdraft charges of $77,428, or 42.8%, between the second quarter comparison periods and $130,707, or 36.0%, year over year. · The decrease in income from sold loans is due in part to a lower volume of loans sold into the secondary market during the second quarter of 2022 versus 2021, as well as lower points and premiums on these loans in 2022. · An increase in CRE loan volume in 2022 resulted in a significant increase in documentation fees collected at origination, accounting for the increase in other income from loans when comparing both comparison periods. · Income from CFS Partners decreased between periods due in part to the impact of mark-to-market adjustments to CFS Partners equity portfolio during 2022. · Included in Other miscellaneous income for 2022 is income totaling $23,400 associated with a renegotiated contract with the Company’s check printing vendor. 39 Table of Contents Non-interest Expense The components of non-interest expense for the periods presented were as follows: Three Months Ended Six Months Ended June 30, Change June 30, Change 2022 2021 Expense Percent 2022 2021 Expense Percent Salaries and wages $ 2,034,000 $ 1,944,999 $ 89,001 4.58 % $ 4,074,000 $ 3,920,002 $ 153,998 3.93 % Employee benefits 704,623 824,210 (119,587 ) -14.51 % 1,476,675 1,655,420 (178,745 ) -10.80 % Occupancy expenses, net 673,177 652,202 20,975 3.22 % 1,426,541 1,396,922 29,619 2.12 % Other expenses Outsourcing expense 132,747 122,389 10,358 8.46 % 264,962 251,900 13,062 5.19 % Service contracts - administrative 147,668 123,650 24,018 19.42 % 286,173 261,540 24,633 9.42 % Directors fees 144,357 128,604 15,753 12.25 % 288,214 257,708 30,506 11.84 % Audit fees 115,028 100,182 14,846 14.82 % 215,756 189,414 26,342 13.91 % FDIC insurance 96,426 78,708 17,718 22.51 % 186,410 161,565 24,845 15.38 % Collection & non-accruing loan expense 11,000 11,600 (600 ) -5.17 % 47,000 23,200 23,800 102.59 % ATM fees 153,301 141,349 11,952 8.46 % 294,191 270,295 23,896 8.84 % Electronic banking expense 65,481 52,983 12,498 23.59 % 133,059 105,365 27,694 26.28 % State deposit tax 246,098 218,328 27,770 12.72 % 486,576 425,261 61,315 14.42 % Other miscellaneous expenses 910,558 870,192 40,366 4.64 % 1,708,495 1,715,855 (7,360 ) -0.43 % Total non-interest expense $ 5,434,464 $ 5,269,396 $ 165,068 3.13 % $ 10,888,052 $ 10,634,447 $ 253,605 2.38 % Total non-interest expense increased $165,068, or 3.1% for the second quarter of 2022 and $253,605, or 2.4%, for the first six months of 2022 compared to the same periods in 2021, with significant changes noted in the following: · The increase in salaries and wages is due to normal salary increases. · The decrease in employee benefits was attributable to a decrease in health insurance claims year over year. · The increase in outsourcing expense is attributable to increases in contract pricing, as well as an increase in transactions. · The increase in service contracts - administrative is due to a combination of an increase in pricing for contracts that are based on asset size and inflationary adjustment factors that are higher than historical increase adjustments. · The increase in directors’ fees is attributable to a change to the Director’s fee schedule as well as an additional Director for 2022. · The increase in audit fees reflects increased audit services due to the Company surpassing the $1.0 billion asset size. · FDIC insurance increased due primarily to an increase in assets as well as an increase in the assessment multiplier year over year. · Collection & non-accruing loan expense is higher year over year due to expenses associated with a commercial property in the Company’s non-accruing loan portfolio. · ATM fees increased due to the ongoing cost to support the upgraded and enhanced technology utilized for deposit automation. The use of deposit automation replaces a manual process for required monitoring of cash deposits as well as providing fraud detection measures at ATMs. · The increase in electronic banking expense is attributable to a new mobile banking platform which includes security enhancements and modern upgrades. · State deposit tax increased year over year due primarily to the increase in deposits throughout 2021. The calculation is based on an average of month-end deposit totals over a 12 month period. 40 Table of Contents APPLICABLE INCOME TAXES The provision for income taxes decreased $18,041, or 2.6% for the second quarter of 2022 compared to the same quarter in 2021, and decreased $171,482, or 12.5%, for the first six months of 2022 compared to the same period in 2021 and is proportional to the decrease in income before income taxes totaling $43,295 for the second quarter of 2022 versus 2021 and $816,895 year over year. Tax credits related to limited partnership investments amounted to $96,237 and $117,015, respectively, for the second quarter of 2022 and 2021, and $192,474 and $234,030, respectively, for the first six months of 2022 and 2021. Amortization expense related to limited partnership investments is included as a component of income tax expense and amounted to $67,092 and $90,762, respectively, for the second quarters of 2022 and 2021, and $134,184 and $181,524, respectively, for the first six months of 2022 and 2021. These investments provide tax benefits, including tax credits, and are designed to provide a targeted effective annual yield between 7% and 10%. CHANGES IN FINANCIAL CONDITION The following table reflects the composition of the Company's major categories of assets and liabilities as a percentage of total assets or liabilities and shareholders’ equity, as the case may be, as of the balance sheet dates: June 30, 2022 December 31, 2021 Assets Loans $ 702,928,547 70.33 % $ 689,988,533 67.71 % AFS securities 188,793,844 18.89 % 182,342,459 17.89 % Liabilities Demand deposits 202,409,216 20.25 % 209,465,151 20.55 % Interest-bearing transaction accounts 258,462,274 25.86 % 265,513,937 26.05 % Money market funds 122,432,630 12.25 % 129,728,954 12.73 % Savings deposits 183,135,690 18.32 % 168,390,905 16.52 % Time deposits 105,468,832 10.55 % 106,301,006 10.43 % Long-term advances 1,300,000 0.13 % 1,300,000 0.13 % The following table reflects the changes in the composition of the Company's major categories of assets and liabilities between the balance sheet dates, as disclosed in the table above: Change in Volume Percentage Change Assets Loans $ 12,940,014 1.88 % AFS securities 6,451,385 3.54 % Liabilities Demand deposits (7,055,935 ) -3.37 % Interest-bearing transaction accounts (7,051,663 ) -2.66 % Money market funds (7,296,324 ) -5.62 % Savings deposits 14,744,785 8.76 % Time deposits (832,174 ) -0.78 % The increase in the loan portfolio during the first six months of 2022 was attributable to increases totaling $36.3 million in commercial & industrial and CRE loans, which was partially offset by payoffs of certain PPP loans through SBA’s forgiveness program totaling $10.6 million and maturities of certain municipal loans totaling $15.6 million. The SBA PPP program ended during the second quarter of 2021, so this portfolio will continue to decrease throughout the remainder of 2022 either through pay downs or payoffs initiated on behalf of SBA’s forgiveness program, or by regular amortization as borrowers begin to make scheduled monthly payments. The maturities within the municipal loan portfolio are cyclical, with $14.5 million renewed in July, 2022. The increase in the securities AFS portfolio is attributable to the purchase of $34.8 million in securities AFS during the first six months of 2022, consisting of $9.2 million in US Treasuries, $7.1 million in Tax-exempt municipal bonds, $1.6 million in ABS, $3.0 million in CMO, and $14.0 million in MBS. These purchases were reduced in part by maturities and calls exercised amounting to $2.0 million, as well as principal payments on various portfolios totaling $7.9 million, and by an increase of $18.1 million in unrealized losses arising during the first six months of 2022, which is reflected in OCI. In management’s view, the size of the securities AFS portfolio is appropriate and proportional to the overall asset base, as this portfolio serves an important role in the Company’s liquidity position. 41 Table of Contents Most of the fluctuation in demand deposits is due to a decrease during the first six months of 2022 in business checking accounts of $9.0 million, or 5.6%, which the Company believes primarily reflects the outflow of funds as customers are starting to spend some of the funds generated through the PPP loans. The decrease in interest-bearing transaction accounts consists of a decrease of $18.7 million, or 44.4%, in municipal deposit accounts, which was partially offset by an increase of $7.9 million, or 6.8%, in consumer interest-bearing transaction accounts and a combined increase of $3.5 million in ICS funds and the deposit account of the Company’s trust and asset management affiliate, CFSG. The increase in savings deposits of $14.7 million, or 8.8%, is likely attributable in part to parked funds as customers await more favorable rates for time deposits, as well as deposits of stimulus payments and tax credits from the U.S. Government. Interest Rate Risk and Asset and Liability Management - Management actively monitors and manages the Company’s interest rate risk exposure and attempts to structure the balance sheet to maximize net interest income while controlling its exposure to interest rate risk. The Company's ALCO is made up of the Executive Officers and certain Vice Presidents of the Bank representing major business lines. The ALCO formulates strategies to manage interest rate risk by evaluating the impact on earnings and capital of such factors as current interest rate forecasts and economic indicators, potential changes in such forecasts and indicators, liquidity and various business strategies. The ALCO meets at least quarterly to review financial statements, liquidity levels, yields and spreads to better understand, measure, monitor and control the Company’s interest rate risk. In the ALCO process, the committee members apply policy limits set forth in the Asset Liability, Liquidity and Investment policies approved and periodically reviewed by the Company’s Board of Directors. The ALCO's methods for evaluating interest rate risk include an analysis of the effects of interest rate changes on net interest income and an analysis of the Company's interest rate sensitivity "gap", which provides a static analysis of the maturity and repricing characteristics of the entire balance sheet. The ALCO Policy also includes a contingency funding plan to help management prepare for unforeseen liquidity restrictions, including hypothetical severe liquidity crises. Interest rate risk represents the sensitivity of earnings to changes in market interest rates. As interest rates change, the interest income and expense streams associated with the Company’s financial instruments also change, thereby impacting NII, the primary component of the Company’s earnings. Fluctuations in interest rates can also have an impact on liquidity. The ALCO uses an outside consultant to perform rate shock simulations to the Company's net interest income, as well as a variety of other analyses. It is the ALCO’s function to provide the assumptions used in the modeling process. Assumptions used in prior period simulation models are regularly tested by comparing projected NII with actual NII. The ALCO utilizes the results of the simulation model to quantify the estimated exposure of NII and liquidity to sustained interest rate changes. The simulation model captures the impact of changing interest rates on the interest income received and interest expense paid on all interest-earning assets and interest-bearing liabilities reflected on the Company’s balance sheet. The model also simulates the balance sheet’s sensitivity to a prolonged flat rate environment. All rate scenarios are simulated assuming a parallel shift of the yield curve; however further simulations are performed utilizing non-parallel changes in the yield curve. The results of this sensitivity analysis are compared to the ALCO policy limits which specify a maximum tolerance level for NII exposure over a 1-year horizon, assuming no balance sheet growth, given a 200 bp shift upward and a 100 bp shift downward in interest rates. Under the Company’s interest rate sensitivity modeling, with the continued asset sensitive balance sheet, in a rising rate environment NII is expected to trend upward as the short-term asset base (cash and adjustable rate loans) quickly cycle upward while the retail funding base (deposits) lags the market. If rates paid on deposits have to be increased more and/or more quickly than projected due to competitive pressures, the expected benefit to rising rates would be reduced. In a falling rate environment, NII is expected to trend slightly downward compared with the current rate environment scenario for the first year of the simulation as asset yield erosion is not fully offset by decreasing funding costs. Thereafter, net interest income is projected to experience sustained downward pressure as funding costs reach their assumed floors and asset yields continue to reprice into the lower rate environment. Management expects that the rising rate environment will have a positive impact to the Company’s NII in 2022. The following table summarizes the estimated impact on the Company's NII over a twelve month period, assuming a gradual parallel shift of the yield curve beginning June 30, 2022: Rate Change Percent Change in NII Down 100 bps -1.7% Up 200 bps -0.1% The estimated amounts shown in the table above are within the ALCO Policy limits. However, those amounts do not represent a forecast and should not be relied upon as indicative of future results. The ALCO model also provides alternate scenarios including a sustained flat, or inverted yield curve. While assumptions used in the ALCO process, including the interest rate simulation analyses, are developed based upon current economic and local market conditions, and expected future conditions, the Company cannot provide any assurances as to the predictive nature of these assumptions, including how customer preferences or competitor influences might change. As the market rates continue to increase, the impact of a falling rate environment is more pronounced, and the possibility more plausible than during the last several years of near zero short-term rates. 42 Table of Contents As of June 30, 2022, the Company had outstanding $12,887,000 in principal amount of Junior Subordinated Debentures due December 15, 2037, which bear a quarterly floating rate of interest equal to the 3-month London Interbank Offered Rate (LIBOR), plus 2.85%. As previously announced by the Financial Conduct Authority in the United Kingdom, the entity that administers LIBOR, 3-month LIBOR for U.S. dollar denominated deposits will be phased out as of June 30, 2023. The Indenture governing the terms of the Company’s Debentures contains detailed fallback provisions in the event 3-month LIBOR is not available, empowering the Trustee to obtain substitute quotations from other leading banks. However, those fallback provisions may no longer be effective as a result of the passage in March 2022 of the federal Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”). Among other provisions, the LIBOR Act voids fallback provisions that are based on a “determining person” (such as an indenture trustee) obtaining quotations of interbank lending or deposit rates and replaces the contract rate as a matter of law, without need to amend contract documents, with a benchmark interest rate that will be identified in regulations to be promulgated by the Federal Reserve no later than September 11, 2022. Any Federal Reserve-identified benchmark rate will be based on the Secured Overnight Financing Rate (SOFR) published by the Federal Reserve Bank of New York and will include an appropriate “tenor spread adjustment” to reflect historical spreads between LIBOR and SOFR. The replacement rate established under the LIBOR Act for ineffective fallback provisions will take effect on the first London banking day after June 30, 2023. The Indenture Trustee has not yet informed the Company regarding its views on the applicability of the LIBOR Act to the interest rate fallback provisions in the Indenture but is expected to do so during the third quarter. Aside from the Debentures, the Company does not have any other exposures to the phase out of LIBOR. The Company has not generally utilized LIBOR as an interest rate benchmark for its variable rate commercial, residential or other loans and does not utilize derivatives or other financial instruments tied to LIBOR for hedging or investment purposes. Accordingly, management expects that the Company’s exposure to the phase out of LIBOR will be limited to the effect on the interest rate paid on its Debentures, but cannot predict the magnitude of the impact on the Company’s interest expense at this time. Credit Risk - As a financial institution, one of the primary risks the Company manages is credit risk, the risk of loss stemming from borrowers’ failure to repay loans or inability to meet other contractual obligations. The Company’s Board of Directors prescribes policies for managing credit risk, including Loan, Appraisal and Environmental policies. These policies are supplemented by comprehensive underwriting standards and procedures. The Company maintains a Credit Administration department whose function includes credit analysis and monitoring of and reporting on the status of the loan portfolio, including delinquent and non-performing loan trends. The Company also monitors concentration of credit risk in a variety of areas, including portfolio mix, the level of loans to individual borrowers and their related interests, loans to industry segments, and the geographic distribution of commercial real estate loans. Loans are reviewed periodically by an independent loan review firm to help ensure accuracy of the Company's internal risk ratings and compliance with various internal policies, procedures and regulatory guidance. Residential mortgages represented 31.3% of the Company’s loan balances as of June 30, 2022 and December 31, 2021. The Company maintains a residential mortgage loan portfolio of traditional mortgage products and does not engage in higher risk loans such as option adjustable rate mortgage products, high loan-to-value products, interest only mortgages, subprime loans and products with deeply discounted teaser rates. Residential mortgages with loan-to-value ratios exceeding 80% are generally covered by PMI. A 90% loan-to-value residential mortgage product without PMI is only available to borrowers with excellent credit and low debt-to-income ratios and has not been widely originated. As of June 30, 2022, junior lien home equity products made up 15.3% of the residential mortgage portfolio with maximum loan-to-value ratios (including prior liens) of 80%. The Company also originates some home equity loans greater than 80% under an insured loan program with stringent underwriting criteria. Consistent with the strategic focus on commercial lending, the commercial & industrial and CRE loan portfolios have seen solid growth over recent years. Commercial & industrial and CRE loans together comprised 68.3% of the Company’s loan portfolio at June 30, 2022, compared to 68.1% at December 31, 2021. Those percentages included the Company’s portfolio of PPP loans, which has been steadily decreasing, and totaled $1.6 million at June 30, 2022, compared to $12.2 million at December 31, 2021. Growth in the CRE portfolio in recent years has been principally driven by new loan volume in Chittenden County and northern Windsor County around the White River Junction, I91-I93 interchange area. Credits in the Chittenden County market are being managed by two commercial lenders out of the Company’s Burlington loan production office who know the area well, while Windsor County is being served by a commercial lender from the St. Johnsbury office with previous lending experience serving the greater White River Junction area. The Company has a loan production office in Lebanon, New Hampshire to provide a presence in the greater White River Junction area including Grafton County, New Hampshire. Larger transactions continue to be centrally underwritten and monitored through the Company’s commercial credit department. The types of CRE transactions driving the growth have been a mix of construction, land and development, multifamily, and other non-owner occupied CRE properties including hotels, retail, office, and industrial properties. The largest components of the $318.1 million CRE portfolio at June 30, 2022 were $103.5 million in owner-occupied CRE and $119.1 million in non-owner occupied CRE. 43 Table of Contents Risk in the Company’s commercial & industrial and CRE loan portfolios is mitigated in part by government guarantees issued by federal agencies such as the SBA and RD. At June 30, 2022, the Company had $33.0 million in guaranteed loans with guaranteed balances of $24.8 million, compared to $42.9 million in guaranteed loans with guaranteed balances of $35.4 million at December 31, 2021. PPP loans are included in these totals, all of which carry a 100% guarantee through the SBA, subject to borrower eligibility requirements. The Company works actively with customers early in the delinquency process to help them to avoid default and foreclosure. Commercial & industrial and CRE loans are generally placed on non-accrual status when there is deterioration in the financial position of the borrower, payment in full of principal and interest is not expected, and/or principal or interest has been in default for 90 days or more. However, such a loan need not be placed on non-accrual status if it is both well secured and in the process of collection. Residential mortgages and home equity loans are considered for non-accrual status at 90 days past due and are evaluated on a case-by-case basis. The Company obtains current property appraisals or market value analyses and considers the cost to carry and sell collateral in order to assess the level of specific allocations required. Consumer loans are generally not placed in non-accrual but are charged off by the time they reach 120 days past due. When a loan is placed in non-accrual status, the Company reverses the accrued interest against current period income and discontinues the accrual of interest until the borrower clearly demonstrates the ability and intention to resume normal payments, typically demonstrated by regular timely payments for a period of not less than six months. Interest payments received on non-accrual or impaired loans are generally applied as a reduction of the loan book balance. The Company’s TDRs are principally a result of extending loan repayment terms to relieve cash flow difficulties. The Company has only infrequently reduced interest rates below the current market rate. The Company has not forgiven principal or reduced accrued interest within the terms of original restructurings. Management evaluates each TDR situation on its own merits and does not foreclose the granting of any particular type of concession. The following table shows the Company’s TDRs that were past due 90 days or more or in non-accrual status as of the balance sheet dates: June 30, 2022 December 31, 2021 Number of Principal Number of Principal Loans Balance Loans Balance Commercial & industrial 5 $ 53,363 6 $ 71,128 Commercial real estate 5 2,939,928 5 3,642,073 Residential real estate - 1st lien 12 1,082,022 12 977,961 Residential real estate - Jr lien 1 38,624 1 41,901 Total 23 $ 4,113,937 24 $ 4,733,063 The remaining TDRs were performing in accordance with their modified terms as of the balance sheet dates and consisted of the following: June 30, 2022 December 31, 2021 Number of Principal Number of Principal Loans Balance Loans Balance Commercial real estate 1 $ 5,659 2 $ 41,228 Residential real estate - 1st lien 31 2,431,228 31 2,473,767 Residential real estate - Jr lien 1 2,886 1 3,537 Total 33 $ 2,439,773 34 $ 2,518,532 As of the balance sheet dates, the Company evaluates whether it is contractually committed to lend additional funds to debtors with impaired, non-accrual or modified loans. The Company is contractually committed to lend on one SBA guaranteed line of credit to a borrower whose lending relationship was previously restructured. ALL and provisions - The Company maintains an ALL at a level that management believes is appropriate to absorb losses inherent in the loan portfolio as of the measurement date (See Note 5 to the accompanying unaudited interim consolidated financial statements). Although the Company, in establishing the ALL, considers the inherent losses in individual loans and pools of loans, the ALL is a general reserve available to absorb all credit losses in the loan portfolio. No part of the ALL is segregated to absorb losses from any particular loan or segment of loans. 44 Table of Contents When establishing the ALL each quarter, the Company applies a combination of historical loss factors to most loan segments, including residential first and junior lien mortgages, CRE, commercial & industrial, and consumer loan portfolios, but excluding the municipal loan and purchased loan portfolios as there has never been a loss recorded in either of those loan segments. The Company applies numerous qualitative factors to each segment of the loan portfolio. Those factors include the levels of and trends in delinquencies and non-accrual loans, criticized and classified assets, volumes and terms of loans, and the impact of any loan policy changes. Experience, ability and depth of lending personnel, levels of policy and documentation exceptions, national and local economic trends, the competitive environment, and concentrations of credit are also factors considered. Specific allocations to the ALL are made for certain impaired loans. Impaired loans include all troubled debt restructurings regardless of amount, and all loans to a borrower that in aggregate are greater than $100,000 and that are in non-accrual status. A loan is considered impaired when it is probable that the Company will be unable to collect all amounts due, including interest and principal, according to the contractual terms of the loan agreement. The Company reviews all the facts and circumstances surrounding non-accrual loans and on a case-by-case basis may consider loans below the threshold as impaired when such treatment is material to the financial statements. See Note 5 to the accompanying unaudited interim consolidated financial statements for information on the recorded investment in impaired loans and their related allocations. The following table summarizes the Company’s credit risk ratios for the balance sheet dates presented: June 30, December 31, 2022 2021 ALL to total loans outstanding 1.17 % 1.12 % ALL 8,232,773 7,710,256 Loans outstanding 702,928,547 689,988,533 Non-accruing loans to loans outstanding 0.69 % 0.86 % Non-accruing loans 4,858,365 5,940,629 Loans outstanding 702,928,547 689,988,533 ALL to non-accruing loans 169.46 % 129.79 % ALL 8,232,773 7,710,256 Non-accruing loans 4,858,365 5,940,629 The provision for loan losses for the six months ended June 30, 2022 was $1.2 million, compared to $534,998 for the same period in 2021. The $665,002 year over year increase was driven in part by an increase in the commercial loan volume as well as a write-down totaling $667,474, on a single non-performing loan, which is in foreclosure. The second quarter ALL analysis indicates that the reserve balance of $8.2 million at June 30, 2022 is sufficient to cover losses that are probable and estimable as of the measurement date, with an unallocated reserve of $130,782. Management believes the reserve balance continues to be directionally consistent with the overall risk profile of the Company’s loan portfolio and credit risk appetite. The portion of the ALL termed "unallocated" is established to absorb inherent losses that exist as of the measurement date although not specifically identified through management's process for estimating credit losses. While the ALL is described as consisting of separate allocated portions, the entire ALL is available to support loan losses, regardless of category. Due to the charge off activity during the first six months of 2022, the unallocated reserves are lower than historical levels. It is expected that the provision would be increased in future periods, if loan growth or additional charge-offs warrants an increase. The adequacy of the ALL is reviewed quarterly by the risk management committee of the Board and then presented to the full Board for approval. 45 Table of Contents Net charge-offs during the period to average loan outstanding were as follows: For the Six Months Ended June 30, 2022 2021 Commercial & industrial -0.02 % -0.01 % Net charge-off during the period (18,124 ) (14,086 ) Average amount outstanding 113,095,165 170,279,574 Purchased loans 0.00 % 0.00 % Net charge-off during the period 0 0 Average amount outstanding 9,052,590 10,978,589 Commercial real estate -0.22 % 0.00 % Net (charge-off) recovery during the period (667,474 ) 7,000 Average amount outstanding 308,380,329 281,231,771 Municipal 0.00 % 0.00 % Net charge-off during the period 0 0 Average amount outstanding 48,289,600 51,881,498 Residential real estate - 1st lien 0.01 % 0.00 % Net recovery during the period 12,563 2,326 Average amount outstanding 182,598,259 169,626,934 Residential real estate - Jr lien 0.01 % 0.00 % Net recovery during the period 2,430 960 Average amount outstanding 33,169,602 36,934,347 Consumer -0.20 % -0.55 % Net charge-off during the period (6,878 ) (20,426 ) Average amount outstanding 3,471,138 3,724,394 Total loans -0.10 % 0.00 % Net charge-off during the period (677,483 ) (24,226 ) Average amount outstanding 698,056,683 724,657,107 In addition to credit risk in the Company’s loan portfolio and liquidity risk in its loan and deposit-taking operations, the Company’s business activities also generate market risk. Market risk is the risk of loss in a financial instrument arising from adverse changes in market prices and rates, foreign currency exchange rates, commodity prices and equity prices. Declining capital markets can result in fair value adjustments necessary to record decreases in the value of the investment portfolio for other-than-temporary-impairment. The Company does not have any market risk sensitive instruments acquired for trading purposes. The Company’s market risk arises primarily from interest rate risk inherent in its lending and deposit taking activities. During recessionary periods, a declining housing market can result in an increase in loan loss reserves or ultimately an increase in foreclosures. Interest rate risk is directly related to the different maturities and repricing characteristics of interest-bearing assets and liabilities, as well as to loan prepayment risks, early withdrawal of time deposits, and the fact that the speed and magnitude of responses to interest rate changes vary by product. As discussed above under "Interest Rate Risk and Asset and Liability Management", the Company actively monitors and manages its interest rate risk through the ALCO process. COMMITMENTS, CONTINGENCIES AND OFF-BALANCE-SHEET ARRANGEMENTS The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and risk-sharing commitments on certain sold loans. Such instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments. During the first six months of 2022, the Company did not engage in any activity that created any additional types of off-balance sheet risk. 46 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Managing liquidity risk is essential to maintaining both depositor confidence and stability in earnings. Liquidity management refers to the ability of the Company to adequately cover fluctuations in assets and liabilities. Meeting loan demand (assets) and covering the withdrawal of deposit funds (liabilities) are two key components of the liquidity management process. The Company’s principal sources of funds are deposits, amortization and prepayment of loans and securities, maturities of investment securities, sales of loans available-for-sale, and earnings and funds provided from operations. Maintaining a relatively stable funding base, which is achieved by diversifying funding sources, competitively pricing deposit products, and extending the contractual maturity of liabilities, reduces the Company’s exposure to rollover risk on deposits and limits reliance on volatile short-term borrowed funds. Short-term funding needs arise from declines in deposits or other funding sources and from funding requirements for loan commitments. The Company’s strategy is to fund assets to the maximum extent possible with core deposits that provide a sizable source of relatively stable and low-cost funds. The Company recognizes that, at times, when loan demand exceeds deposit growth or the Company has other liquidity demands, it may be desirable to utilize alternative sources of deposit funding to augment retail deposits and borrowings. One-way deposits acquired through the CDARS program provide an alternative funding source when needed. At June 30, 2022 and December 31, 2021, the Company had no one-way CDARS outstanding. In addition, two-way (reciprocal) CDARS deposits, as well as reciprocal ICS money market and demand deposits, allow the Company to provide FDIC deposit insurance to its customers in excess of account coverage limits by exchanging deposits with other participating FDIC-insured financial institutions. At June 30, 2022 and December 31, 2021, the Company reported $3.6 million in reciprocal CDARS deposits. The balance in ICS reciprocal money market deposits was $16.6 million at June 30, 2022, compared to $15.3 million at December 31, 2021, and the balance in ICS reciprocal demand deposits as of those dates was $71.5 million and $70.8 million, respectively. The Company had two blocks of DTC Brokered CDs totaling $2.3 million and $1.4 million with maturities in January, 2021 and April, 2021, respectively. These blocks were not replaced, leaving no DTC Brokered CDs outstanding at December 31, 2021 or June 30, 2022. Although wholesale deposit funding through DTC is an important supplemental source of liquidity that has proven efficient, flexible and cost-effective when compared with other borrowing methods, the growth in deposits during 2021 has reduced the Company’s need for supplementary funding sources in the near term. At June 30, 2022 and December 31, 2021, borrowing capacity of $89.8 million and $100.2 million, respectively, was available through the FHLBB, secured by the Company's qualifying loan portfolio (generally, residential mortgage and commercial loans), reduced by outstanding advances and by collateral pledges securing FHLBB letters of credit collateralizing public unit deposits. The Company also has an unsecured Federal Funds credit line with the FHLBB with an available balance of $500,000 and no outstanding advances during any of the respective comparison periods. Interest is chargeable at a rate determined daily, approximately 25 bps higher than the rate paid on federal funds sold. The Company has a BIC arrangement with the FRBB secured by eligible commercial & industrial loans, CRE loans and home equity loans, resulting in an available credit line of $62.8 million and $52.3 million, respectively, at June 30, 2022 and December 31, 2021. Credit advances under this FRBB lending program are overnight advances with interest chargeable at the primary credit rate (generally referred to as the discount rate), currently 165 bps. The Company had no outstanding advances through this facility at June 30, 2022 or December 31, 2021. The following table reflects the Company’s outstanding FHLBB advances against the respective lines as of the dates indicated: June 30, December 31, 2022 2021 Long-Term Advances(1) FHLBB term advance, 0.00%, due September 22, 2023 $ 200,000 $ 200,000 FHLBB term advance, 0.00%, due November 12, 2025 300,000 300,000 FHLBB term advance, 0.00%, due November 13, 2028 800,000 800,000 $ 1,300,000 $ 1,300,000 (1) All long-term advances are pursuant to the JNE program, through which the FHLBB provides a subsidy, funded by the FHLBB’s earnings, to write down interest rates to zero percent on advances that finance qualifying loans to small businesses. JNE advances must support small business in New England that create and/or retain jobs, or otherwise contribute to overall economic development activities. The Company has unsecured lines of credit with two correspondent banks with aggregate available borrowing capacity totaling $20.5 million as of the balance sheet dates presented in this quarterly report. The Company had no outstanding advances against these credit lines as of the balance sheet dates presented. 47 Table of Contents The following table illustrates the changes in shareholders' equity from December 31, 2021 to June 30, 2022: Balance at December 31, 2021 (book value $15.48 per common share) $ 84,760,268 Net income 5,426,694 Issuance of common stock through the DRIP 593,613 Dividends declared on common stock (2,476,929 ) Dividends declared on preferred stock (25,312 ) Change in AOCI on AFS securities, net of tax (14,299,655 ) Balance at June 30, 2022 (book value $13.41 per common share) $ 73,978,679 The primary objective of the Company’s capital planning process is to balance appropriately the retention of capital to support operations and future growth, with the goal of providing shareholders an attractive return on their investment. To that end, management monitors capital retention and dividend policies on an ongoing basis. As described in more detail in Note 23 to the audited consolidated financial statements contained in the Company’s 2021 Annual Report on Form 10-K and under the caption “LIQUIDITY AND CAPITAL RESOURCES” in the MD&A section of that report, the Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies pursuant to which they must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items. Capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. As of June 30, 2022, the Bank was considered well capitalized under the standard regulatory capital framework for Prompt Corrective Action and the Company exceeded currently applicable consolidated regulatory guidelines for capital adequacy. While we believe that the Company has sufficient capital to withstand an extended economic downturn, our regulatory capital ratios could be adversely impacted by future credit losses and other operational impacts of deteriorating economic conditions. 48 Table of Contents The following table shows the Company’s actual capital ratios and those of its subsidiary, as well as currently applicable regulatory capital requirements, as of the dates indicated. Minimum Minimum Minimum For Capital To Be Well For Capital Adequacy Purposes Capitalized Under Adequacy with Conservation Prompt Corrective Actual Purposes: Buffer(1): Action Provisions(2): Amount Ratio Amount Ratio Amount Ratio Amount Ratio (Dollars in Thousands) June 30, 2022 Common equity tier 1 capital (to risk-weighted assets) Company $ 76,371 11.73 % $ 29,306 4.50 % $ 45,588 7.00 % N/A N/A Bank $ 90,026 13.83 % $ 29,285 4.50 % $ 45,554 7.00 % $ 42,300 6.50 % Tier 1 capital (to risk-weighted assets) Company $ 90,758 13.94 % $ 39,075 6.00 % $ 55,357 8.50 % N/A N/A Bank $ 90,026 13.83 % $ 39,046 6.00 % $ 55,315 8.50 % $ 52,061 8.00 % Total capital (to risk-weighted assets) Company $ 98,901 15.19 % $ 52,100 8.00 % $ 68,382 10.50 % N/A N/A Bank $ 98,163 15.08 % $ 52,061 8.00 % $ 68,331 10.50 % $ 65,077 10.00 % Tier 1 capital (to average assets) Company $ 90,758 8.98 % $ 40,434 4.00 % N/A N/A N/A N/A Bank $ 90,026 8.91 % $ 40,416 4.00 % N/A N/A $ 50,520 5.00 % December 31, 2021: Common equity tier 1 capital (to risk-weighted assets) Company (3) $ 72,853 11.90 % $ 27,548 4.50 % $ 42,853 7.00 % N/A N/A Bank $ 86,654 14.17 % $ 27,522 4.50 % $ 42,812 7.00 % $ 39,754 6.50 % Tier 1 capital (to risk-weighted assets) Company $ 87,240 14.25 % $ 36,731 6.00 % $ 52,036 8.50 % N/A N/A Bank $ 86,654 14.17 % $ 36,696 6.00 % $ 51,986 8.50 % $ 48,928 8.00 % Total capital (to risk-weighted assets) Company $ 94,894 15.50 % $ 48,975 8.00 % $ 64,279 10.50 % N/A N/A Bank $ 94,301 15.42 % $ 48,928 8.00 % $ 64,218 10.50 % $ 61,160 10.00 % Tier 1 capital (to average assets) Company $ 87,240 8.79 % $ 39,719 4.00 % N/A N/A N/A N/A Bank $ 86,654 8.73 % $ 39,698 4.00 % N/A N/A $ 49,622 5.00 % (1) Conservation Buffer is calculated based on risk-weighted assets and does not apply to calculations of average assets. (2) Applicable to banks, but not bank holding companies. (3) Reflects recalculation of the Company’s previously reported common equity tier I capital ratio. The previously reported calculation for December 31, 2021 and prior annual and interim periods incorrectly included the Company’s outstanding preferred stock and trust preferred securities in the equity component of the calculation. The Company's ability to pay dividends to its shareholders is largely dependent on the Bank's ability to pay dividends to the Company. In general, a national bank may not pay dividends that exceed net income for the current and preceding two years regardless of statutory restrictions, as a matter of regulatory policy, banks and bank holding companies should pay dividends only out of current earnings and only if, after paying such dividends, they remain adequately capitalized. 49 Table of Contents ITEM 3. Quantitative and Qualitative Disclosures about Market Risk Omitted, in accordance with the regulatory relief available to smaller reporting companies in SEC Release Nos. 33-10513 and 34-83550. ITEM 4. Controls and Procedures Disclosure Controls and Procedures Management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act). As of June 30, 2022, an evaluation was performed under the supervision and with the participation of management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, management concluded that its disclosure controls and procedures as of June 30, 2022 were effective in ensuring that material information required to be disclosed in the reports it files with the Commission under the Exchange Act was recorded, processed, summarized, and reported on a timely basis. For this purpose, the term “disclosure controls and procedures” means controls and other procedures of the Company that are designed to ensure that information required to be disclosed by it in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 50 Table of Contents PART II. OTHER INFORMATION ITEM 1. Legal Proceedings In the normal course of business, the Company is involved in litigation that is considered incidental to their business. Management does not expect that any such litigation will be material to the Company's consolidated financial condition or results of operations. ITEM 1A. Risk Factors In management’s view, the Risk Factors identified in our Annual Report on Form 10-K for the year ended December 31, 2021 represent the most significant risks to the Company's future results of operations and financial condition as of June 30, 2022. ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds The following table provides information as to the purchases of the Company’s common stock during the three months ended June 30, 2022, by the Company or by any affiliated purchaser (as defined in SEC Rule 10b-18). During the monthly periods presented, the Company did not have any publicly announced repurchase plans or programs. Total Number Average of Shares Price Paid For the period: Purchased(1) Per Share April 1 - April 30 0 $ 0.00 May 1 - May 31 1,921 21.25 June 1 - June 30 0 0.00 Total 1,921 $ 21.25 (1) All 1,921 shares were purchased for the account of participants invested in the Company Stock Fund under the Company’s Retirement Savings Plan by or on behalf of the Plan Trustee, the Human Resources Committee of the Bank. Such share purchases were facilitated through CFSG, which provides certain investment advisory services to the Plan. Both the Plan Trustee and CFSG may be considered affiliates of the Company under Rule 10b-18. 51 Table of Contents ITEM 6. Exhibits The following exhibits are filed with, or incorporated by reference in, this report: Exhibit 31.1 Certification from the Chief Executive Officer (Principal Executive Officer) of the Company pursuant to section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.2 Certification from the Treasurer (Principal Financial Officer) of the Company pursuant to section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 32.1 Certification from the Chief Executive Officer (Principal Executive Officer) of the Company pursuant to 18 U.S.C., Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002* Exhibit 32.2 Certification from the Treasurer (Principal Financial Officer) of the Company pursuant to 18 U.S.C., Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002* Exhibit 101 The following materials from the Company’s Quarterly Report on Form 10-Q for the six-months ended June 30, 2022 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) the unaudited consolidated balance sheets, (ii) the unaudited consolidated statements of income for the three- and six-month periods ended June 30, 2022 and 2021, (iii) the unaudited consolidated statements of comprehensive income, (iv) the unaudited consolidated statements of cash flows and (v) related notes. Exhibit 104 Cover page Interactive Data File (formatted in iXBRL and contained in Exhibit 101) *This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act. 52 Table of Contents SIGNATURES Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COMMUNITY BANCORP. DATED: August 12, 2022 /s/Kathryn M. Austin Kathryn M. Austin, President & Chief Executive Officer (Principal Executive Officer) DATED: August 12, 2022 /s/Louise M. Bonvechio Louise M. Bonvechio, Corporate Secretary & Treasurer (Principal Financial Officer) 53 Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 COMMUNITY BANCORP. EXHIBITS EXHIBIT INDEX Exhibit 31.1 Certification from the Chief Executive Officer (Principal Executive Officer) of the Company pursuant to section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.2 Certification from the Treasurer (Principal Financial Officer) of the Company pursuant to section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 32.1 Certification from the Chief Executive Officer (Principal Executive Officer) of the Company pursuant to 18 U.S.C., Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002* Exhibit 32.2 Certification from the Treasurer (Principal Financial Officer) of the Company pursuant to 18 U.S.C., Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002* Exhibit 101 The following materials from the Company’s Quarterly Report on Form 10-Q for the six-months ended June 30, 2022 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) the unaudited consolidated balance sheets, (ii) the unaudited consolidated statements of income for the three- and six-month interim periods ended June 30, 2022 and 2021, (iii) the unaudited consolidated statements of comprehensive income, (iv) the unaudited consolidated statements of cash flows and (v) related notes. Exhibit 104 Cover page Interactive Data File (formatted in iXBRL and contained in Exhibit 101) * This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act. 54