FIRST KEYSTONE CORP 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm ​ To the Stockholders and Board of Directors of First Keystone Corporation ​ Opinion on the Financial Statements ​ We have audited the accompanying consolidated balance sheets of First Keystone Corporation and Subsidiary (collectively the "Corporation") as of December 31, 2021 and 2020, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows, for the years then ended, and the related notes (collectively, the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. ​ Basis for Opinion ​ These consolidated financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on the Corporation’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control over financial reporting. Accordingly, we express no such opinion. ​ Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Critical Audit Matters ​ The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. 49 Table of Contents Allowance for Loan Losses – Qualitative Factor Adjustments – Refer to Notes 1 and 3 to the consolidated financial statements ​ Critical Audit Matter Description ​ As disclosed in Note 3 to the Company's consolidated financial statements, the Corporation’s loan portfolio totaled $753M as of December 31, 2021, and the related allowance for loan losses was $8.7M. As described in Note 1, the allowance for loan losses consists of specific and general reserve components in order to estimate losses that have been incurred as of the consolidated balance sheet date. In calculating the general reserve component, management considers historical loss experience based on loan type and qualitative factor adjustments for changes not reflected in the historical loss experience. ​ The determination of the qualitative factor adjustments involves significant estimates based on subjective assumptions that require a high degree of management judgment about the following internal or external factors: changes in lending policies and procedures; changes in macroeconomic conditions; changes in the nature and volume of the loan portfolio; changes in the experience and ability of lending management; changes in the volume of past due, nonaccrual, and adversely-classified loans; changes in the loan review system; changes in the value of underlying collateral; existence of any concentrations of credit; and effect of other external factors, such as competition or the regulatory environment. Changes in these assumptions could have a material effect on the allowance for loan losses. ​ The allowance for loan losses is an accounting estimate with significant measurement uncertainty and involves the application of significant judgment by management. Therefore, a high degree of auditor judgment and significant auditor effort was required in evaluating the audit evidence obtained related to the qualitative factor adjustments used by management in the calculation. ​ How the Critical Audit Matter was Addressed in the Audit ​ The primary procedures we performed to address this critical audit matter included: ​ ● Testing the design and operating effectiveness of internal controls relating to the evaluation of the assumptions and inputs used to evaluate the qualitative factors, including controls addressing: o Management's review of the underlying data inputs used in the determination of qualitative factor adjustments for completeness and accuracy. o Management’s review of the conclusions reached related to the qualitative and quantitative loss factors and the resulting allocation to the allowance for loan losses. ● Substantively testing the appropriateness of the judgments and assumptions used in management’s estimation process for developing the qualitative factor adjustments, including: o Assessing whether all relevant factors have been considered that affect the collectability of the loan portfolio. o Testing the risk grade factor based on the risk rating assigned to each o Evaluating the completeness, accuracy, and relevance of underlying internal and external data inputs used as a basis for the qualitative factor adjustments and corroborating these inputs by comparing to the Corporation’s lending practices, historical loan portfolio performance, and third-party macroeconomic data. o Testing the mathematical accuracy of the calculation and allocation of qualitative factors to the appropriate loan categories. /s/ Baker Tilly US, LLP ​ We have served as the Corporation's auditor since 2018. ​ Baker Tilly US, LLP Iselin, New Jersey March 14, 2022 50 Table of Contents FIRST KEYSTONE CORPORATION AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands, except share and per share data) ​ December 31, ​ 2021 2020 ASSETS ​ ​ ​ Cash and due from banks ​ $ 9,600 ​ $ 8,833 ​ Interest-bearing deposits in other banks ​ 51,738 ​ 15,347 ​ Total cash and cash equivalents ​ 61,338 ​ 24,180 ​ Time deposits with other banks ​ 247 ​ 247 ​ Debt securities available-for-sale, at fair value ​ 437,916 ​ 366,711 ​ Marketable equity securities, at fair value ​ 1,962 ​ 1,646 ​ Restricted investment in bank stocks, at cost ​ 1,919 ​ 2,247 ​ ​ ​ ​ ​ Loans ​ 746,835 ​ 703,310 ​ Loans held for sale ​ 6,006 ​ 17,300 ​ Allowance for loan losses ​ ( 8,680 ) ​ ( 7,933 ) ​ Net loans ​ 744,161 ​ 712,677 ​ Premises and equipment, net ​ 18,158 ​ 18,678 ​ Operating lease right-of-use assets ​ ​ 1,025 ​ ​ 1,061 ​ Accrued interest receivable ​ 4,361 ​ 4,544 ​ Cash surrender value of bank owned life insurance ​ 24,792 ​ 24,194 ​ Investments in low-income housing partnerships ​ 1,530 ​ 1,466 ​ Goodwill ​ 19,133 ​ 19,133 ​ Foreclosed assets held for resale ​ — ​ 28 ​ Other assets ​ 3,808 ​ 2,235 ​ TOTAL ASSETS ​ $ 1,320,350 ​ $ 1,179,047 ​ ​ ​ ​ ​ LIABILITIES ​ ​ ​ Deposits: ​ ​ ​ Non-interest bearing ​ $ 249,040 ​ $ 198,499 ​ Interest bearing ​ 828,929 ​ 738,989 ​ Total deposits ​ 1,077,969 ​ 937,488 ​ Short-term borrowings ​ 27,377 ​ 19,494 ​ Long-term borrowings ​ 35,000 ​ 45,000 ​ Subordinated debentures ​ ​ 25,000 ​ ​ 25,000 ​ Operating lease liabilities ​ ​ 1,499 ​ ​ 1,513 ​ Accrued interest payable ​ 251 ​ 405 ​ Deferred income taxes ​ ​ 631 ​ ​ 2,146 ​ Other liabilities ​ 4,068 ​ 3,759 ​ TOTAL LIABILITIES ​ 1,171,795 ​ 1,034,805 ​ ​ ​ ​ ​ STOCKHOLDERS’ EQUITY ​ ​ ​ Preferred stock, par value $ 2.00 per share; authorized 1,000,000 shares as of December 31, 2021 and December 31, 2020; issued 0 as of December 31, 2021 and December 31, 2020 ​ ​ — ​ ​ — ​ Common stock, par value $ 2.00 per share; authorized 20,000,000 shares as of December 31, 2021 and December 31, 2020; issued 6,178,835 as of December 31, 2021 and 6,115,281 as of December 31, 2020; outstanding 5,947,223 as of December 31, 2021 and 5,883,669 as of December 31, 2020 ​ ​ 12,358 ​ ​ 12,231 ​ Surplus ​ 40,940 ​ 39,543 ​ Retained earnings ​ 93,378 ​ 85,307 ​ Accumulated other comprehensive income ​ 7,588 ​ 12,870 ​ Treasury stock, at cost, 231,612 shares as of December 31, 2021 and December 31, 2020 ​ ( 5,709 ) ​ ( 5,709 ) ​ ​ ​ ​ ​ ​ ​ TOTAL STOCKHOLDERS’ EQUITY ​ 148,555 ​ 144,242 ​ TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY ​ $ 1,320,350 ​ $ 1,179,047 ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 51 Table of Contents FIRST KEYSTONE CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2021 2020 ​ ​ ​ ​ ​ ​ ​ Interest and fees on loans ​ $ 32,860 ​ $ 31,530 Interest and dividend income on securities: ​ ​ ​ ​ Taxable ​ 5,578 ​ 4,742 Tax-exempt ​ 3,372 ​ 3,019 Dividends ​ 62 ​ 50 Dividend income on restricted investment in bank stocks ​ 96 ​ 210 Interest on interest-bearing deposits in other banks ​ 80 ​ 16 Total interest income ​ 42,048 ​ 39,567 INTEREST EXPENSE ​ ​ ​ ​ Interest on deposits ​ 3,144 ​ 4,946 Interest on short-term borrowings ​ 93 ​ 359 Interest on long-term borrowings ​ 817 ​ 991 Interest on subordinated debt ​ ​ 1,094 ​ ​ 64 Total interest expense ​ 5,148 ​ 6,360 Net interest income ​ 36,900 ​ 33,207 Provision for loan losses ​ 860 ​ 1,200 Net interest income after provision for loan losses ​ 36,040 ​ 32,007 NON-INTEREST INCOME ​ ​ ​ ​ Trust department ​ 1,008 ​ 995 Service charges and fees ​ 1,914 ​ 1,693 Increase in cash surrender value of life insurance ​ 598 ​ 611 ATM fees and debit card income ​ 2,183 ​ 1,849 Gains on sales of mortgage loans ​ 980 ​ 604 Net securities gains (losses) ​ 323 ​ ( 58 ) Other ​ 317 ​ 318 Total non-interest income ​ 7,323 ​ 6,012 NON-INTEREST EXPENSE ​ ​ Salaries and employee benefits ​ 14,148 ​ 13,687 Occupancy, net ​ 1,885 ​ 2,009 Furniture and equipment expense ​ 570 ​ 590 Computer expense ​ 1,220 ​ 990 Professional services ​ 1,050 ​ 981 Pennsylvania shares tax ​ 1,202 ​ 867 FDIC insurance, net ​ 423 ​ 168 ATM and debit card fees ​ 1,091 ​ 906 Data processing fees ​ 1,200 ​ 1,166 Foreclosed assets held for resale expense, net ​ 3 ​ 50 Advertising ​ 407 ​ 354 Other ​ 3,155 ​ 2,837 Total non-interest expense ​ 26,354 ​ 24,605 Income before income tax expense ​ 17,009 ​ 13,414 Income tax expense ​ 2,321 ​ 1,577 NET INCOME ​ $ 14,688 ​ $ 11,837 PER SHARE DATA ​ ​ Net income per share: ​ ​ Basic ​ $ 2.49 ​ $ 2.03 Diluted ​ 2.49 ​ 2.03 Dividends per share ​ 1.12 ​ 1.08 ​ ​ The accompanying notes are an integral part of these consolidated financial statements. 52 Table of Contents FIRST KEYSTONE CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2021 2020 ​ ​ ​ ​ ​ ​ ​ Net Income ​ $ 14,688 ​ $ 11,837 ​ ​ ​ Other comprehensive (loss) income: ​ ​ Unrealized net holding (losses) gains on debt securities available-for-sale arising during the period, net of income taxes of $( 1,404 ) and $ 2,347 , respectively ​ ( 5,279 ) ​ 8,829 ​ ​ ​ ​ ​ ​ ​ Less reclassification adjustment for net gains included in net income, net of income taxes of $( 1 ) and $( 49 ), respectively (a) (b) ​ ( 3 ) ​ ( 180 ) ​ ​ ​ ​ ​ ​ ​ Total other comprehensive (loss) income ​ ( 5,282 ) ​ 8,649 ​ ​ ​ ​ ​ ​ ​ Total Comprehensive Income ​ $ 9,406 ​ $ 20,486 (a) Gross amounts are included in net securities gains (losses) on the consolidated statements of income in non-interest income. (b) Income tax amounts are included in income tax expense on the consolidated statements of income. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 53 Table of Contents FIRST KEYSTONE CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Dollars in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ Total ​ ​ Common Stock ​ ​ ​ ​ Retained ​ Comprehensive ​ Treasury ​ Stockholders’ ​ Shares Amount Surplus Earnings Income Stock Equity Balance at January 1, 2020 6,048,506 ​ $ 12,097 ​ $ 38,365 ​ $ 79,778 ​ $ 4,221 ​ $ ( 5,709 ) ​ $ 128,752 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income ​ ​ ​ 11,837 ​ ​ ​ 11,837 Other comprehensive income, net of taxes ​ ​ ​ ​ 8,649 ​ ​ 8,649 Issuance of common stock under dividend reinvestment plan 66,775 ​ 134 ​ 1,178 ​ ​ ​ ​ 1,312 Dividends - $ 1.08 per share ​ ​ ​ ​ ( 6,308 ) ​ ​ ​ ( 6,308 ) Balance at December 31, 2020 6,115,281 ​ ​ 12,231 ​ ​ 39,543 ​ ​ 85,307 ​ ​ 12,870 ​ ​ ( 5,709 ) ​ ​ 144,242 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income ​ ​ ​ ​ ​ ​ ​ ​ ​ 14,688 ​ ​ ​ ​ ​ ​ ​ ​ 14,688 Other comprehensive income, net of taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 5,282 ) ​ ​ ​ ​ ​ ( 5,282 ) Issuance of common stock under dividend reinvestment plan 63,554 ​ ​ 127 ​ ​ 1,397 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,524 Dividends - $ 1.12 per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 6,617 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 6,617 ) Balance at December 31, 2021 6,178,835 ​ $ 12,358 ​ $ 40,940 ​ $ 93,378 ​ $ 7,588 ​ $ ( 5,709 ) ​ $ 148,555 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 54 Table of Contents FIRST KEYSTONE CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) 2021 2020 ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ Net income ​ $ 14,688 ​ $ 11,837 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ Provision for loan losses ​ 860 ​ 1,200 Depreciation and amortization ​ 1,038 ​ 1,131 Net premium amortization on securities ​ 2,930 ​ 2,003 Deferred income tax benefit ​ ( 111 ) ​ ( 591 ) Net gains on sales of mortgage loans ​ ( 980 ) ​ ( 604 ) Proceeds from sales of mortgage loans originated for sale ​ 30,721 ​ 15,365 Originations of mortgage loans originated for sale ​ ( 32,125 ) ​ ( 30,480 ) Net securities (gains) losses ​ ( 323 ) ​ 58 Net losses on sales of foreclosed real estate held for resale, including write-downs ​ — ​ 26 Decrease (increase) in accrued interest receivable ​ 183 ​ ( 1,139 ) Increase in cash surrender value of bank owned life insurance ​ ( 598 ) ​ ( 611 ) Net losses on disposals of premises and equipment ​ 4 ​ 4 (Increase) decrease in other assets ​ ( 1,554 ) ​ 550 Amortization of investment in low-income housing partnerships ​ 371 ​ 362 Decrease in accrued interest payable ​ ( 154 ) ​ ( 201 ) Increase (decrease) in other liabilities ​ 305 ​ ( 867 ) NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES ​ 15,255 ​ ( 1,957 ) CASH FLOWS FROM INVESTING ACTIVITIES: ​ ​ Proceeds from sales of equity securities and debt securities available-for-sale ​ 6 ​ 21,692 Proceeds from maturities and redemptions of debt securities available-for-sale ​ 55,318 ​ 43,714 Purchases of debt securities available-for-sale ​ ( 136,138 ) ​ ( 145,015 ) Net change in restricted investment in bank stocks ​ 328 ​ 1,977 Net increase in loans ​ ( 29,960 ) ​ ( 57,415 ) Purchase of premises and equipment ​ ( 492 ) ​ ( 332 ) Purchase of investment in real estate venture ​ ( 435 ) ​ — Proceeds from sales of foreclosed assets held for resale ​ 28 ​ 115 NET CASH USED IN INVESTING ACTIVITIES ​ ( 111,345 ) ​ ( 135,264 ) CASH FLOWS FROM FINANCING ACTIVITIES: ​ ​ Net increase in deposits ​ 140,481 ​ 175,860 Net increase (decrease) in short-term borrowings ​ 7,883 ​ ( 35,169 ) Repayment of finance lease obligations ​ ​ ( 10 ) ​ ​ ( 4 ) Repayment of long-term borrowings ​ ( 10,000 ) ​ ( 10,000 ) Proceeds from issuance of subordinated debentures ​ ​ — ​ ​ 25,000 Common stock issued ​ 1,511 ​ 1,298 Dividends paid ​ ( 6,617 ) ​ ( 6,308 ) NET CASH PROVIDED BY FINANCING ACTIVITIES ​ 133,248 ​ 150,677 ​ ​ ​ ​ ​ ​ ​ INCREASE IN CASH AND CASH EQUIVALENTS ​ 37,158 ​ 13,456 CASH AND CASH EQUIVALENTS, BEGINNING ​ 24,180 ​ 10,724 CASH AND CASH EQUIVALENTS, ENDING ​ $ 61,338 ​ $ 24,180 ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION ​ ​ Interest paid ​ $ 5,302 ​ $ 6,561 Income taxes paid ​ 2,489 ​ 1,734 SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES ​ ​ Loans transferred to foreclosed assets held for resale ​ — ​ 50 Loans transferred from held for sale portfolio ​ ( 12,044 ) ​ ( 149 ) Common stock subscription receivable ​ ​ 13 ​ ​ 14 Right-of-use assets obtained in exchange for lease liabilities ​ ​ 33 ​ ​ 90 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 55 Table of Contents FIRST KEYSTONE CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting policies of First Keystone Corporation and Subsidiary (the “Corporation”) are in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and conform to common practices within the banking industry. The more significant accounting policies follow: Principles of Consolidation The consolidated financial statements include the accounts of First Keystone Corporation and its wholly-owned subsidiary, First Keystone Community Bank (the “Bank”). All significant inter-company balances and transactions have been eliminated in consolidation. Nature of Operations The Corporation, headquartered in Berwick, Pennsylvania, provides a full range of banking, trust and related services through its wholly-owned Bank subsidiary and is subject to competition from other financial institutions in connection with these services. The Bank serves a customer base which includes individuals, businesses, governments, and public and institutional customers primarily located in the Northeast Region of Pennsylvania. The Bank has 18 full service offices, one loan production office, and 20 Automated Teller Machines (“ATM”) located in Columbia, Luzerne, Montour, Monroe, and Northampton counties. The Corporation must also adhere to certain federal and state banking laws and regulations and are subject to periodic examinations made by various state and federal agencies. Segment Reporting The Bank acts as an independent community financial services provider, and offers traditional banking and related financial services to individual, business, government, and public and institutional customers. Through its branch and ATM network, as well as online banking, the Bank offers a full array of commercial and retail financial services, including the taking of time, savings and demand deposits; the making of commercial, consumer and mortgage loans; and the providing of other financial services. The Bank also performs personal, corporate, pension and fiduciary services through its Trust Department. Management does not separately allocate expenses, including the cost of funding loan demand, between the commercial, retail, trust and mortgage banking operations of the Corporation. As such, discrete financial information is not available and segment reporting would not be meaningful. Significant Concentrations of Credit Risk The majority of the Corporation’s activities involve customers located primarily in Columbia, Luzerne, Montour, Monroe, Northampton, and Lehigh counties in Pennsylvania. The types of securities in which the Corporation invests are presented in Note 2 – Securities. Credit risk as it relates to investment activities is moderated through the monitoring of ratings, geographic concentrations, etc. residing in the portfolio and the observance of minimum rating levels in the investment policy. Note 3 – Loans and Allowance for Loan Losses summarizes the types of lending in which the Corporation engages. The inherent risks associated with lending activities are mitigated by adhering to conservative underwriting practices and policies, as well as portfolio diversification and thorough monitoring of the loan portfolio. It is management’s opinion that the investment and loan portfolios were well balanced at December 31, 2021, to the extent necessary to avoid any significant concentrations of credit risk. 56 Table of Contents Use of Estimates The preparation of these consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant changes include the determination of other-than-temporary impairment (“OTTI”) on securities, the determination of the allowance for loan losses, and the assessment of goodwill for possible impairment. Subsequent Events The Corporation has evaluated events and transactions occurring subsequent to the consolidated balance sheet date of December 31, 2021, for items that should potentially be recognized or disclosed in the consolidated financial statements. The evaluation was conducted through the date these consolidated financial statements were issued. On February 23, 2022, the Board of Directors declared a dividend of $ 0.28 per share for the first quarter of 2022. The dividend is payable on March 31, 2022 to shareholders of record as of March 10, 2022. Cash and Cash Equivalents For purposes of reporting consolidated cash flows, cash and cash equivalents include cash on hand and due from banks, interest-bearing deposits in other banks, and federal funds sold. The Corporation considers cash classified as interest-bearing deposits with other banks as a cash equivalent since they are represented by cash accounts essentially on a demand basis and mature within one year. Federal funds are also included as a cash equivalent because they are generally purchased and sold for one-day periods. Time Deposits with Other Banks Time deposits with other banks consist of fully insured certificates of deposit in other banks with maturity dates between one and five years. Securities The Corporation classifies its securities as either “Held-to-Maturity” or “Available-for-Sale” at the time of purchase. Securities are accounted for on a trade date basis. Debt securities are classified as Held-to-Maturity when the Corporation has the ability and positive intent to hold the securities to maturity. Securities classified as Held-to-Maturity are carried at cost adjusted for amortization of premium and accretion of discount to maturity. Debt securities not classified as Held-to-Maturity are included in the Available-for-Sale category and are carried at fair value. The amount of any unrealized gain or loss, net of the effect of deferred income taxes, is reported as accumulated other comprehensive income (AOCI) in the consolidated balance sheets and consolidated statements of changes in stockholders’ equity. Management’s decision to sell Available-for-Sale securities is based on changes in economic conditions controlling the sources and applications of funds, terms, availability of and yield of alternative investments, interest rate risk and the need for liquidity. The cost of debt securities classified as Held-to-Maturity or Available-for-Sale is adjusted for amortization of premiums to the earliest call date and accretion of discounts to expected maturity. Such amortization and accretion, as well as interest and dividends, are included in interest and dividend income on securities. Realized gains and losses are included in net securities gains and losses. The cost of securities sold, redeemed or matured is based on the specific identification method. 57 Table of Contents In accordance with Accounting Standard Update 2016-01, equity securities with readily determinable fair values are stated at fair value with realized and unrealized gains and losses reported in income. Equity securities without readily determinable fair values are recorded at cost less impairment, if any. Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. Securities classified as Available-for-Sale or Held-to-Maturity are generally evaluated for OTTI under Financial Accounting Standards Board (“FASB”) ASC 320, Investments - Debt and Equity Securities . In determining OTTI under the FASB ASC 320 model, management considers many factors, including (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the entity has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time. When OTTI occurs on debt securities, the amount of the OTTI recognized in earnings depends on whether an entity intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss. If an entity intends to sell or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the OTTI shall be recognized in earnings equal to the entire difference between the security’s amortized cost basis and its fair value at the balance sheet date. If an entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis less any current-period loss, the OTTI shall be separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected, and the realized loss is recognized as impairment charges on securities on the consolidated statements of income. The amount of the total OTTI related to the other factors shall be recognized in other comprehensive income (loss), net of applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the security. The fair market value of the equity securities tends to fluctuate with the overall equity markets as well as the trends specific to each institution. The equity securities portfolio is reviewed in a similar manner as that of the debt securities with greater emphasis placed on the length of time the market value has been less than the carrying value and the financial sector outlook. The Corporation also reviews dividend payment activities, levels of non-performing assets and loan loss reserves. The starting point for the equity analysis is the length and severity of market value decline. The realized loss is recognized as impairment charges on securities on the consolidated statements of income. The previous cost basis less the OTTI recognized in earnings becomes the new cost basis of the investment. Restricted Investment in Bank Stocks The Corporation owns restricted stock investments in the Federal Home Loan Bank of Pittsburgh (“FHLB-Pittsburgh”) and Atlantic Community Bankers Bank (“ACBB”). These investments do not have a readily determinable fair value because their ownership is restricted and they can be sold back only to the FHLB-Pittsburgh, ACBB or to another member institution. Therefore, these investments are carried at cost. At December 31, 2021, the Corporation held $ 1,884,000 in stock of FHLB-Pittsburgh and $ 35,000 in stock of ACBB. At December 31, 2020, the Corporation held $ 2,212,000 in stock of FHLB-Pittsburgh and $ 35,000 in stock of ACBB. 58 Table of Contents Management evaluates the restricted investment in bank stocks for impairment on a quarterly basis. Management’s determination of whether these investments are impaired is based on management’s assessment of the ultimate recoverability of the cost of these investments rather than by recognizing temporary declines in value. The following factors were evaluated to determine the ultimate recoverability of the cost of the Corporation’s restricted investment in bank stocks; (i) the significance of the decline in net assets of the correspondent bank as compared to the capital stock amount for the correspondent bank and the length of time this situation has persisted; (ii) commitments by the correspondent bank to make payments required by law or regulation and the level of such payments in relation to the operating performance of the correspondent bank; (iii) the impact of legislative and regulatory changes on the institutions and, accordingly, on the customer base of the correspondent bank; and (iv) the liquidity position of the correspondent bank. Based on the analysis of these factors, management determined that no impairment charge was necessary related to the restricted investment in bank stocks during 2021 or 2020. Loans Net loans are stated at their outstanding recorded investment, net of deferred fees and costs, unearned income and the allowance for loan losses. Interest on loans is recognized as income over the term of each loan, generally, by the accrual method. Loan origination fees and certain direct loan origination costs have been deferred with the net amount amortized using the straight line method or the interest method over the contractual life of the related loans as an interest yield adjustment. The loans receivable portfolio is segmented into commercial, residential and consumer loans. Commercial loans consist of the following classes: Commercial and Industrial and Commercial Real Estate. Commercial and Industrial Lending The Corporation originates commercial and industrial loans principally to businesses located in its primary market area and surrounding areas. These loans are used for various business purposes, which include short-term loans and lines of credit to finance machinery and equipment, inventory and accounts receivable. Generally, the maximum term for loans extended on machinery and equipment is based on the projected useful life of such machinery and equipment. Most business lines of credit are written on demand and are reviewed annually. Commercial and industrial loans are generally secured with short-term assets; however, in many cases, additional collateral such as real estate is provided as additional security for the loan. Loan-to-value maximum thresholds have been established by the Corporation and are specific to the type of collateral. Collateral values may be determined using invoices, inventory reports, accounts receivable aging reports, business financial statements, collateral appraisals or internal evaluations, etc. Commercial and industrial loans are typically supported by personal guarantees of the borrower. In underwriting commercial and industrial loans, an analysis is performed to evaluate the borrower’s character and capacity to repay the loan, the adequacy of the borrower’s capital and collateral, as well as the conditions affecting the borrower. Evaluation of the borrower’s past, present and future cash flows is also an important aspect of the Corporation’s analysis of the borrower’s ability to repay. Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) loans that have been issued by the Corporation as a result of the enactment of the CARES Act in response to the economic impact of the COVID-19 pandemic are included in the Corporation’s Commercial and Industrial portfolio and are underwritten pursuant to the PPP as administered by the SBA under the CARES Act. See the Coronavirus Pandemic Impact on the Loan Portfolio section on page 61 for more information regarding the Corporation’s underwriting of these loans. Commercial and industrial loans generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions. Commercial and industrial loans are typically made on the basis of the borrower’s ability to make repayment from cash flows from the borrower’s primary business activities. As a result, the availability of funds for the repayment of commercial and industrial loans is dependent on the success of the business itself, which in turn, is likely to be dependent upon the general economic environment. 59 Table of Contents As an addition to the commercial loans receivable portfolio, the Corporation may purchase the guaranteed portion of loans secured by the U.S. Government. The originating bank retains the unguaranteed portion of the loan. The loans are sponsored by one of the various government agencies including the SBA, United States Department of Agriculture (“USDA”), and the Farm Service Agency (“FSA”). Government Guaranteed Loans ("GGLs") carry no credit risk due to an unconditional and irrevocable guarantee (which is supported by the full faith and credit of the U.S. Government) on all principal and the balance of interest accruing through ninety days beyond the date that demand is made to the originating bank for repurchase of the loan. As of December 31, 2021, the Corporation's balance of GGLs was $ 3,829,000 , compared to $ 5,128,000 at December 31, 2020. Commercial Real Estate Lending The Corporation engages in commercial real estate lending in its primary market area and surrounding areas. The Corporation’s commercial real estate portfolio is secured primarily by commercial retail space, commercial office buildings, residential housing and hotels. Generally, commercial real estate loans have terms that do not exceed twenty years , have loan-to-value ratios of up to eighty percent of the value of the collateral property, and are typically supported by personal guarantees of the borrowers. In underwriting these loans, the Corporation performs a thorough analysis of the financial condition of the borrower, the borrower’s credit history, and the reliability and predictability of the cash flow generated by the property securing the loan. The value of the property is determined by either independent appraisers or internal evaluations performed by Bank officers. Commercial real estate loans generally present a higher level of risk than residential real estate secured loans. Repayment of loans secured by commercial real estate is typically dependent upon the successful operation of the related real estate project and/or the effect of the general economic conditions on income producing properties. Residential Real Estate Lending (Including Home Equity) The Corporation’s residential real estate portfolio is comprised of one-to-four family residential mortgage loan originations, home equity term loans and home equity lines of credit. These loans are generated by the Corporation’s marketing efforts, its present customers, walk-in customers and referrals. These loans originate primarily within or with customers from the Corporation’s market area. The Corporation’s one-to-four family residential mortgage originations are secured principally by properties located in its primary market area and surrounding areas. The Corporation offers fixed-rate mortgage loans with terms up to a maximum of thirty years for both permanent structures and those under construction. Loans with terms of thirty years are normally held for sale and sold without recourse; most of the residential mortgages held in the Corporation’s residential real estate portfolio have maximum terms of twenty years . Generally, the majority of the Corporation’s residential mortgage loans originate with a loan-to-value of eighty percent or less, or those with primary mortgage insurance at ninety-five percent or less. Home equity term loans are secured by the borrower’s primary residence and typically have a maximum loan-to-value of eighty percent and a maximum term of fifteen years . In general, home equity lines of credit are secured by the borrower’s primary residence with a maximum loan-to-value of eighty percent and a maximum term of twenty years . In underwriting one-to-four family residential mortgage loans, the Corporation evaluates the borrower’s ability to make monthly payments, the borrower’s prior loan repayment history and the value of the property securing the loan. The ability and willingness to repay is assessed based upon the borrower’s employment history, current financial conditions and credit background. A majority of the properties securing residential real estate loans made by the Corporation are appraised by independent appraisers. The Corporation generally requires mortgage loan borrowers to obtain an attorney’s title opinion or title insurance and fire and property insurance, including flood insurance, if applicable. 60 Table of Contents Residential mortgage loans, home equity term loans and home equity lines of credit generally present a lower level of risk than consumer loans because they are secured by the borrower’s primary residence. Risk is increased when the Corporation is in a subordinate position, especially to another lender, for the loan collateral. Residential mortgage loans held for sale are carried at the lower of cost or market on an aggregate basis determined by independent pricing from appropriate federal or state agency investors. These loans are sold without recourse. Loans held for sale amounted to $ 6,006,000 at December 31, 2021 and $ 17,300,000 at December 31, 2020. Consumer Lending The Corporation offers a variety of secured and unsecured consumer loans, including vehicle loans, stock loans and loans secured by financial institution deposits. These loans originate primarily within or with customers from the Corporation’s market area. Consumer loan terms vary according to the type and value of collateral and creditworthiness of the borrower. In underwriting personal loans, a thorough analysis is performed regarding the borrower’s willingness and financial ability to repay the loan as agreed. The ability and willingness to repay is assessed based upon the borrower’s employment history, current financial condition and credit background. Consumer loans may entail greater credit risk than residential real estate loans, particularly in the case of personal loans which are unsecured or are secured by rapidly depreciable assets, such as automobiles or recreational equipment. In such cases, repossessed collateral for a defaulted personal loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. In addition, personal loan collections are dependent on the borrower’s continuing financial stability and therefore, are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans. Coronavirus Pandemic Impact on the Loan Portfolio As a result of the economic impact of the COVID-19 coronavirus pandemic, the CARES Act was enacted in the United States on March 27, 2020. The Corporation is approved by the SBA to fund loans under the SBA’s Paycheck Protection Program created as part of the CARES Act. The PPP loans have 1.00 % interest rates, lender fees, two or five-year terms (depending on date of origination), and may qualify for forgiveness. These loans funded by the Corporation are subject to the terms and conditions applicable to all loans made pursuant to the PPP, as administered by the SBA under the CARES Act. The PPP calls for these loans to be fully guaranteed by the SBA. PPP loan origination fees and certain loan origination costs have been deferred with the net amount accreted using the straight line method over the contractual life of the related loans as an interest yield adjustment. If a loan is forgiven pursuant to the terms and conditions applicable to the PPP, the remaining origination fees and costs are recognized at the time of forgiveness. All PPP loans are carried in the Corporation’s Commercial and Industrial loan portfolio. As of December 31, 2021, the Corporation held 122 PPP loans in its Commercial and Industrial portfolio, which carried an aggregate balance of $ 4,894,000 , of which 2 loans carrying an aggregate balance of $ 160,000 were granted during the first round of PPP issuance and 120 loans carrying an aggregate balance of $ 4,734,000 were granted during the second round of PPP issuance. At December 31, 2020, the Corporation held 441 PPP loans in its Commercial and Industrial portfolio which carried an aggregate balance of $ 22,976,000 , all of which were granted during the first round of PPP issuance. An additional provision of the CARES Act, Section 4013 provides financial institutions the option to suspend requirements to categorize certain loan modifications as Troubled Debt Restructurings (“TDRs”), as long as specific criteria are met. To qualify, the loan modifications must be made on a good-faith basis in response to the COVID-19 pandemic, must occur between March 1, 2020 and the earlier of September 30, 2021 or the termination date of the national emergency related to the COVID-19 pandemic as declared by the President of the United States, and the loans must have been paid current (less than 30 days past due prior to any relief) as of December 31, 2019. In compliance with Section 4013 of the CARES Act, the Corporation has granted modification requests to defer principal and/or interest payments or modify interest rates on various loans across all portfolio segments. Of the loan modifications that have been granted in compliance with Section 4013 of the CARES Act, there was 1 loan modification still actively on deferral 61 Table of Contents carrying a balance of $ 9,423,000 as of December 31, 2021, compared to December 31, 2020 when there were 44 loan modifications still actively on deferral carrying an aggregate balance of $ 16,541,000 . See page 77 for additional information regarding the Section 4013 CARES Act modifications. Delinquent Loans Generally, a loan is considered to be past-due when scheduled loan payments are in arrears 10 days or more. Delinquent notices are generated automatically when a loan is 10 or 15 days past-due, depending on loan type. Collection efforts continue on past-due loans that have not been brought current, when it is believed that some chance exists for improvement in the status of the loan. Past-due loans are continually evaluated with the determination for charge-off being made when no reasonable chance remains that the status of the loan can be improved. Commercial and industrial and commercial real estate loans are charged off in whole or in part when they become sufficiently delinquent based upon the terms of the underlying loan contract and when a collateral deficiency exists. Because all or part of the contractual cash flows are not expected to be collected, the loan is considered to be impaired, and the Corporation estimates the impairment based on its analysis of the cash flows or collateral estimated at fair value less cost to sell. Should a GGL default, demand is made to the originating bank for repurchase of the loan. If the originating bank does not repurchase the loan, demand for repurchase is then made to the appropriate government agency which has provided the guarantee for the loan. Residential real estate and consumer loans are charged off when they become sufficiently delinquent based upon the terms of the underlying loan contract and when the value of the underlying collateral is not sufficient to support the loan balance and a loss is expected. At that time, the amount of estimated collateral deficiency, if any, is charged off for loans secured by collateral, and all other loans are charged off in full. Loans with collateral are written down to the estimated fair value of the collateral less cost to sell. Existing loans in which the borrower has declared bankruptcy are considered on a case by case basis to determine whether repayment is likely to occur (eg. reaffirmation by the borrower with demonstrated repayment ability). Otherwise, loans are charged off in full or written down to the estimated fair value of collateral less cost to sell. Generally, a loan is classified as non-accrual and the accrual of interest on such a loan is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest. A loan may remain on accrual status if it is well secured (or supported by a strong guarantee) and in the process of collection. When a loan is placed on non-accrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against interest income. Certain non-accrual loans may continue to perform; that is, payments are still being received. Generally, the payments are applied to principal. These loans remain under constant scrutiny, and if performance continues, interest income may be recorded on a cash basis based on management’s judgment regarding the collectability of principal. Allowance for Loan Losses The allowance for loan losses is established through provisions for loan losses charged against income. Loans deemed to be uncollectible are charged against the allowance for loan losses and subsequent recoveries, if any, are credited to the allowance. The allowance for loan losses is maintained at a level estimated by management to be adequate to absorb potential loan losses. Management’s periodic evaluation of the adequacy of the allowance for loan losses is based on the Corporation’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions, and other relevant factors. This evaluation is inherently subjective as it requires material estimates including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. 62 Table of Contents The allowance consists of specific, general and unallocated components. The specific component relates to loans that are individually classified as impaired. Select loans are not aggregated for collective impairment evaluation, as such; all loans are subject to individual impairment evaluation should the facts and circumstances pertinent to a particular loan suggest that such evaluation is necessary. Factors considered by management in determining impairment include payment status and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. If a loan is impaired, a portion of the allowance may be allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from collateral. TDRs are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan’s contractual rate at inception. If a TDR is considered to be a collateral dependent loan, the loan may be reported at the net realizable value of the collateral. For TDRs that subsequently default, the Corporation determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses. The general component covers all other loans not identified as impaired (aside from GGLs, which do not require an allowance) and is based on historical losses and qualitative factors. The historical loss component of the allowance is determined by losses recognized by portfolio segment over an eight quarter lookback period that management has determined best represents the current credit cycle. Qualitative factors impacting each portfolio segment may include: delinquency trends, loan volume trends, Bank policy changes, management processes and oversight, economic trends (including change in consumer and business disposable incomes, unemployment and under-employment levels, and other conditions), concentrations by industry or product, internal and external loan review processes, collateral value and market conditions, and external factors including regulatory issues and competition. In response to the COVID-19 pandemic and its impact on the current economy, the qualitative factors related to the local/regional economy were increased by two basis points across all loan segments during the first quarter of 2020, and increased by an additional basis point across all loan segments during the second quarter of 2020. The qualitative factor relating to the impact of external factors/conditions for the Commercial Real Estate portfolio segment was increased by an additional basis point during the third quarter of 2020. The qualitative factors relating to the impact of external factors/conditions were increased by two additional basis points across all loan segments during the fourth quarter of 2020. Qualitative factors remained unchanged during the first quarter of 2021. During the second quarter of 2021, the qualitative factors related to the local/regional economy were decreased by one basis point across all loan segments, as the economy and job growth in the Corporation’s market areas demonstrated marked improvement over the prior quarter, and the qualitative factor related to collateral values was increased by one basis point for both the Commercial Real Estate and Residential Real Estate portfolio segments due to increasing market values in the real estate sector. Qualitative factors remained unchanged during the third quarter of 2021. During the fourth quarter of 2021, the qualitative factors related to external factors/conditions were increased by one basis point across all loan segments due to current economic uncertainty caused by the COVID-19 pandemic including increased inflation, as well as elevated unemployment levels (although improved from 2020 and early 2021) and the uncertainty of how broad the changes implemented by the Federal Reserve may be, and the qualitative factors related to collateral values were increased by one basis point across all loan segments, as collateral values have continued to artificially increase as individuals have been willing to pay above-average market prices in all sectors. Modifications granted in compliance with Section 4013 of the CARES Act were highest in the Commercial Real Estate portfolio segment, the long-term effects of which are still very unclear, as there is still economic uncertainty related to the COVID-19 pandemic, especially in relation to this segment of the Corporation’s loan portfolio. GGLs do not require an associated allowance for loan losses due to the underlying irrevocable and unconditional guarantee, which is supported by the full faith and credit of the U.S. Government. Should a GGL default, the loan will be repurchased by the originating bank or the appropriate government agency that has provided the guarantee for the loan. 63 Table of Contents Although PPP loans do not require an associated allowance for loan losses due to the program’s call for a full guarantee by the SBA, the Corporation has taken the conservative approach and has calculated a qualitative allocation for the PPP loans under the general component of the allowance for the Commercial and Industrial portfolio. The unallocated component of the allowance is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio. A reserve for unfunded lending commitments is provided for possible credit losses on off-balance sheet credit exposures. The reserve for unfunded lending commitments represents management’s estimate of losses inherent in its unfunded loan commitments and, if necessary, is recorded in other liabilities on the consolidated balance sheets. As of December 31, 2021 and 2020 the amount of the reserve for unfunded lending commitments was $ 177,000 and $ 129,000 , respectively. The Corporation is subject to periodic examination by its federal and state examiners, and may be required by such regulators to recognize additions to the allowance for loan losses based on their assessment of credit information available to them at the time of their examinations. A loan is considered impaired when, based on current information and events, it is probable that the Corporation will be unable to collect all amounts due according to the contractual terms of the existing loan agreement. Under current accounting standards, the allowance for loan losses related to impaired loans is based on discounted cash flows using the loan’s contractual interest rate at inception or the net realizable value of the collateral for certain collateral dependent loans. From time to time, the Corporation may agree to modify/restructure the contractual terms of a borrower's loan. The restructuring of a loan is considered a TDR if both the following conditions are met: (i) the borrower is experiencing financial difficulties, and (ii) the Corporation has granted a concession. The most common concessions granted include one or more modifications to the terms of the debt, such as (a) a reduction in the interest rate for the remaining life of the debt, (b) an extension of the maturity date at an interest rate lower than the current market rate for new debt with similar risk, (c) a temporary period of interest-only payments, and (d) a reduction in the contractual payment amount for either a short period or remaining term of the loan. A less common concession is the forgiveness of a portion of the principal. The determination of whether a borrower is experiencing financial difficulties takes into account not only the current financial condition of the borrower, but also the potential financial condition of the borrower were a concession not granted. Similarly, the determination of whether a concession has been granted is subjective in nature. For example, simply extending the term of a loan at its original interest rate or even at a higher interest rate could be interpreted as a concession unless the borrower could readily obtain similar credit terms from a different lender. Loans modified in a troubled debt restructuring are considered impaired and may or may not be placed on non-accrual status until the Corporation determines the future collection of principal and interest is reasonably assured, which generally requires that the borrower demonstrates a period of performance according to the restructured terms of six months. Any loan modifications made in response to the COVID-19 pandemic are not considered TDRs as long as the criteria set forth in Section 4013 of the CARES Act are met. See page 77 for further discussion of the Section 4013 CARES Act modifications. The Corporation utilizes a risk grading matrix as a tool for managing credit risk in the loan portfolio and assigns an asset quality rating (risk grade) to all Commercial and Industrial, Commercial Real Estate, Residential Real Estate and Consumer borrowings. An asset quality rating is assigned using the guidance provided in the Corporation’s loan policy. Primary responsibility for assigning the asset quality rating rests with the credit department. The asset quality rating is validated periodically by both an internal and external loan review process. ​ 64 Table of Contents The commercial loan grading system focuses on a borrower’s financial strength and performance, experience and depth of management, primary and secondary sources of repayment, the nature of the business and the outlook for the particular industry. Primary emphasis is placed on financial condition and trends. The grade also reflects current economic and industry conditions; as well as other variables such as liquidity, cash flow, revenue/earnings trends, management strengths or weaknesses, quality of financial information, and credit history. The loan grading system for Residential Real Estate and Consumer loans focuses on the borrower’s credit score and credit history, debt-to-income ratio and income sources, collateral position and loan-to-value ratio. Risk grade characteristics are as follows: Risk Grade 1 – MINIMAL RISK through Risk Grade 6 – MANAGEMENT ATTENTION (Pass Grade Categories) Risk is evaluated via examination of several attributes including but not limited to financial trends, strengths and weaknesses, likelihood of repayment when considering both cash flow and collateral, sources of repayment, leverage position, management expertise, and repayment history. At the low-risk end of the rating scale, a risk grade of 1 - Minimal Risk is the grade reserved for loans with exceptional credit fundamentals and virtually no risk of default or loss. Loan grades then progress through escalating ratings of 2 through 6 based upon risk. Risk Grade 2 - Modest Risk are loans with sufficient cash flows; Risk Grade 3 - Average Risk are loans with key balance sheet ratios slightly above the borrower’s peers; Risk Grade 4 - Acceptable Risk are loans with key balance sheet ratios usually near the borrower’s peers, but one or more ratios may be higher; and Risk Grade 5 – Marginally Acceptable are loans with strained cash flow, increasing leverage and/or weakening markets. Risk Grade 6 - Management Attention are loans with weaknesses resulting from declining performance trends and the borrower’s cash flows may be temporarily strained. Loans in this category are performing according to terms, but present some type of potential concern. Risk Grade 7 − SPECIAL MENTION (Non-Pass Category) Assets in this category are adequately collateralized but have potential weaknesses which may, if not checked or corrected, weaken the asset or inadequately protect the Corporation’s credit position at some future date. The loans may constitute increased credit risk, but not to the point of justifying a classification of substandard. No loss of principal or interest is envisioned, but risk is increasing beyond that at which the loan originally would have been granted. Historically, cash flows are inconsistent; financial trends show some deterioration. Liquidity and leverage ratios are above industry averages. Financial information could be incomplete or inadequate. A Special Mention asset has potential weaknesses that deserve management’s close attention. ​ Risk Grade 8 − SUBSTANDARD (Non-Pass Category) Generally, these assets are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have “well-defined” weaknesses that jeopardize the full liquidation of the debt. These loans are characterized by the distinct possibility that the Corporation will sustain some loss if the aggregate amount of substandard assets is not fully covered by the liquidation of the collateral used as security. Substandard loans have a high probability of payment default and require more intensive supervision by Corporation management. Risk Grade 9 − DOUBTFUL (Non-Pass Category) Generally, loans graded doubtful have all the weaknesses inherent in a substandard loan with the added factor that the weaknesses are pronounced to a point whereby the basis of current information, conditions, and values, collection or liquidation in full is deemed to be highly improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors that may work to strengthen the asset, its classification is 65 Table of Contents deferred until, for example, a proposed merger, acquisition, liquidation procedure, capital injection, perfection of liens on additional collateral and/or refinancing plan is completed. Loans are graded doubtful if they contain weaknesses so serious that collection or liquidation in full is questionable. Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation computed principally utilizing the straight-line method over the estimated useful lives of the assets. Long-lived assets are reviewed for impairment whenever events or changes in business circumstances indicate that the carrying value may not be recovered. Maintenance and minor repairs are charged to operations as incurred. The cost and accumulated depreciation of the premises and equipment retired or sold are eliminated from the property accounts at the time of retirement or sale, and the resulting gain or loss is reflected in current operations. Mortgage Servicing Rights The Corporation originates and sells real estate loans to investors in the secondary mortgage market. After the sale, the Corporation may retain the right to service these loans. The mortgage loans sold and serviced for others are not included in the consolidated balance sheets. The unpaid principal balances of mortgage loans serviced for others were $ 93,906,000 and $ 86,981,000 at December 31, 2021 and 2020, respectively. When originated mortgage loans are sold and servicing is retained, a servicing asset is capitalized based on relative fair value at the date of the sale. Servicing assets are amortized as an offset to other fees in proportion to, and over the period of, estimated net servicing income. The servicing asset is included in other assets in the consolidated balance sheets and amounted to $ 367,000 at December 31, 2021 and $ 262,000 at December 31, 2020. The amount of servicing income earned was $ 228,000 and $ 231,000 at December 31, 2021 and 2020, respectively. Amortization recognized in relation to mortgage servicing rights was $ 120,000 and $ 130,000 at December 31, 2021 and 2020, respectively. Both income and amortization are included in service charges and fees on the consolidated statements of income. Gains or losses on sales of mortgage loans are recognized based on the differences between the selling price and the carrying value of the related mortgage loans sold. Bank Owned Life Insurance The cash surrender value of bank owned life insurance is carried as an asset, and changes in cash surrender value are recorded as non-interest income. The Corporation entered into agreements to provide post-retirement benefits to two retired employees in the form of life insurance payable to the employee’s beneficiaries upon their death through endorsement split dollar life insurance arrangements. The Corporation’s accrued liabilities for this benefit agreement as of December 31, 2021 and 2020 which are included in other liabilities in the Corporation’s consolidated balance sheets was $ 56,000 and $ 36,000 , respectively. The related (expense) income for this benefit agreement amounted to $( 20,000 ) in 2021 and $ 2,000 in 2020. The expense recognized in 2021 was the result of service costs associated with the benefit agreement. Investments in Low-Income Housing Partnerships The Corporation is a limited partner in real estate ventures that own and operate affordable residential low-income housing apartment buildings for elderly and mentally challenged adult residents. The investments are accounted for under the cost method. Under the cost method, the Corporation recognizes tax credits as they are allocated and amortizes the initial cost of the investment over the period that the tax credits are allocated to the Corporation. The amount of tax credits allocated to the Corporation were $ 405,000 in 2021 and 2020, and the amortization of the investments in the limited partnerships were $ 371,000 and $ 362,000 in 2021 and 2020, respectively. During 2021, the Corporation became a limited partner in a real estate venture with an initial investment of $ 435,000 . The new limited partnership has not begun amortizing and future contributions will be required. 66 Table of Contents Goodwill Goodwill resulted from the acquisition of the Pocono Community Bank in November 2007 and of certain fixed and operating assets acquired and deposit liabilities assumed of the branch of another financial institution in Danville, Pennsylvania, in January 2004. Such goodwill represents the excess cost of the acquired assets relative to the assets fair value at the dates of acquisition. During the first quarter of 2008, $ 152,000 of liabilities related to the Pocono acquisition were recorded as a purchase accounting adjustment resulting in an increase in the excess purchase price. The amount was comprised of the finalization of severance agreements and contract terminations related to the acquisition. In accordance with current accounting standards, goodwill is not amortized. Management performs an annual evaluation for impairment. Any impairment of goodwill results in a charge to income. The Corporation periodically assesses whether events or changes in circumstances indicate that the carrying amounts of goodwill and other intangible assets may be impaired. Goodwill is evaluated for impairment at the reporting unit level and an impairment loss is recorded to the extent that the carrying amount of goodwill exceeds its implied fair value. Management notes that the emergence of COVID-19 as a global pandemic during 2020 and throughout 2021 has resulted in significant deterioration in general economic conditions and has caused a deterioration in the environment in which the Corporation operates. The full impact to earnings in the banking industry and to the Corporation specifically, remains uncertain. The Corporation has evaluated the goodwill included in its consolidated balance sheet at December 31, 2021, and has determined there was no impairment as of that date. In addition, the Corporation did not identify any impairment in 2020. No assurance can be given that future impairment tests will not result in a charge to earnings. Foreclosed Assets Held for Resale Real estate properties acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less cost to sell on the date of foreclosure, establishing a new cost basis. After foreclosure, valuations are periodically performed and if fair value less cost to sell declines subsequent to foreclosure, a valuation allowance is recorded through expense. Revenues derived from and costs to maintain the assets and subsequent gains and losses on sales are included in non-interest expense on the consolidated statements of income. Income Taxes The Corporation accounts for income taxes in accordance with income tax accounting guidance FASB ASC Topic 740, Income Taxes. Current income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Corporation determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are reduced by a valuation allowance if, based on the weight of the evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Corporation accounts for uncertain tax positions if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more-likely-than-not means a likelihood of more than 50%; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment. 67 Table of Contents The Corporation recognizes interest and penalties on income taxes, if any, as a component of income tax expense. Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Corporation. At December 31, 2021 and 2020, there were no potential common shares outstanding. The following table sets forth the computation of basic and diluted earnings per share. ​ ​ ​ ​ ​ ​ ​ (In thousands, except earnings per share) Year Ended ​ December 31, ​ 2021 2020 Net income $ 14,688 ​ $ 11,837 Weighted-average common shares outstanding ​ 5,908 ​ ​ 5,841 Basic and diluted earnings per share $ 2.49 ​ $ 2.03 ​ Treasury Stock The purchase of the Corporation’s common stock is recorded at cost. At the date of subsequent reissue, the treasury stock account is reduced by the cost of such stock on a first-in-first-out basis. Trust Assets and Revenues Property held by the Corporation in a fiduciary or agency capacity for its customers is not included in the accompanying consolidated financial statements since such items are not assets of the Corporation. Assets held in trust were $ 108,339,000 and $ 107,336,000 at December 31, 2021 and 2020, respectively. Trust Department income is generally recognized on a cash basis and is not materially different than if it were reported on an accrual basis (see Table 5 – Non-Interest Income for details). Comprehensive Income (Loss) The Corporation is required to present accumulated other comprehensive income (loss) in a full set of general-purpose financial statements for all periods presented. Accumulated other comprehensive income (loss) is comprised of net unrealized holding gains (losses) on the debt securities available-for-sale portfolio. The Corporation has elected to report these effects on the consolidated statements of comprehensive income. Advertising Costs It is the Corporation’s policy to expense advertising costs in the period in which they are incurred. Recent Accounting Standards Updates (“ASU”): Except as disclosed below, there were no new accounting pronouncements affecting the Corporation during the year ended December 31, 2021 that were not already adopted by the Corporation in previous periods. 68 Table of Contents Recently adopted ASUs: In January 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope , which refines the scope of Topic 848, Reference Rate Reform , and clarifies some of its guidance as part of the FASB’s ongoing monitoring of global reference rate reform activities. The ASU provides certain optional expedients and exceptions when applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”), or by another reference rate that is expected to be discontinued. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. The Company has evaluated the provisions of ASU 2021-01 on our financial condition, results of operations and cash flows, and determined that there is no material impact on the consolidated financial statements and related disclosures. Pending ASUs: In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2019. In November 2019, the FASB issued ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), to delay the effective date for smaller reporting companies to fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. It is currently unclear how the adoption of this standard will impact the Corporation’s consolidated financial statements, but the Corporation is currently evaluating the provisions of ASU 2016-13 to determine the potential impact that the adoption of the standard may have on the Corporation. The Corporation has taken steps to prepare for the implementation when it becomes effective, such as: forming an internal committee, gathering pertinent data, consulting with outside professionals, subscribing to a new software system, and running existing and new methodologies concurrently through the period of implementation. Transfer of Financial Assets Transfers of financial assets are accounted for as sales when control over assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Corporation, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. Off-Balance Sheet Financial Instruments In the ordinary course of business, the Corporation has entered into off-balance sheet financial instruments consisting of commitments to extend credit and letters of credit. Such financial instruments are recorded in the consolidated balance sheets when they are funded. Reclassifications Certain amounts previously reported have been reclassified, when necessary, to conform with presentations used in the 2021 consolidated financial statements. Such reclassifications have no effect on the Corporation’s net income. ​ ​ 69 Table of Contents NOTE 2 — SECURITIES The amortized cost, related estimated fair value, and unrealized gains and losses for debt securities classified as “available-for-sale” were as follows at December 31, 2021 and 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Debt Securities Available-for-Sale (Dollars in thousands) ​ ​ Gross Gross ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Fair December 31, 2021: ​ Cost ​ Gains ​ Losses ​ Value U.S. Treasury securities ​ $ 7,825 ​ $ — ​ $ ( 96 ) ​ $ 7,729 Obligations of U.S. Government Agencies and Sponsored Agencies: ​ ​ ​ ​ ​ ​ ​ ​ Mortgage-backed ​ ​ 116,039 ​ ​ 560 ​ ​ ( 1,688 ) ​ ​ 114,911 Other ​ 7,636 ​ 5 ​ ( 65 ) ​ 7,576 Other mortgage backed securities ​ 39,881 ​ 99 ​ ( 430 ) ​ 39,550 Obligations of state and political subdivisions ​ 175,021 ​ 11,709 ​ ( 554 ) ​ 186,176 Asset backed securities ​ 36,555 ​ 143 ​ ( 156 ) ​ 36,542 Corporate debt securities ​ 45,354 ​ 448 ​ ( 370 ) ​ 45,432 Total ​ $ 428,311 ​ $ 12,964 ​ $ ( 3,359 ) ​ $ 437,916 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Debt Securities Available-for-Sale (Dollars in thousands) ​ ​ Gross Gross ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Fair December 31, 2020: ​ Cost ​ Gains ​ Losses ​ Value U.S. Treasury securities ​ $ — ​ $ — ​ $ — ​ $ — Obligations of U.S. Government Agencies and Sponsored Agencies: ​ ​ ​ ​ ​ ​ ​ ​ Mortgage-backed ​ ​ 76,270 ​ ​ 1,628 ​ ​ ( 325 ) ​ ​ 77,573 Other ​ 10,534 ​ 2 ​ ( 106 ) ​ 10,430 Other mortgage backed securities ​ 39,420 ​ 470 ​ ( 46 ) ​ 39,844 Obligations of state and political subdivisions ​ 150,922 ​ 14,193 ​ ( 14 ) ​ 165,101 Asset backed securities ​ 44,751 ​ 158 ​ ( 88 ) ​ 44,821 Corporate debt securities ​ 28,523 ​ 481 ​ ( 62 ) ​ 28,942 Total ​ $ 350,420 ​ $ 16,932 ​ $ ( 641 ) ​ $ 366,711 ​ Debt securities available-for-sale with an aggregate fair value of $ 401,861,000 at December 31, 2021 and $ 315,146,000 at December 31, 2020, were pledged to secure public funds, trust funds, securities sold under agreements to repurchase and the Federal Discount Window aggregating $ 318,074,000 at December 31, 2021 and $ 231,750,000 at December 31, 2020. The amortized cost and fair value of securities, by contractual maturity, are shown below at December 31, 2021. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Available-for-Sale ​ Amortized ​ ​ ​ ​ Cost ​ Fair Value 1 year or less ​ $ 7,687 ​ $ 7,778 Over 1 year through 5 years ​ 33,953 ​ 35,046 Over 5 years through 10 years ​ 68,075 ​ 69,111 Over 10 years ​ 162,676 ​ 171,520 Mortgage-backed securities ​ 155,920 ​ 154,461 Total ​ $ 428,311 ​ $ 437,916 ​ 70 Table of Contents There were no aggregate securities with a single issuer (excluding the U.S. Government and U.S. Government Agencies and Corporations) which exceeded ten percent of consolidated stockholders’ equity at December 31, 2021. The quality rating of the obligations of state and political subdivisions are generally investment grade, as rated by Moody’s, Standard and Poor’s or Fitch. The typical exceptions are local issues which are not rated, but are secured by the full faith and credit obligations of the communities that issued these securities. Proceeds from sales of investments in debt securities available-for-sale during 2021 and 2020 were $ 0 and $ 21,692,000 , respectively. Gross gains realized on these sales were $ 0 and $ 415,000 , respectively. Gross losses on these sales were $ 0 and $ 186,000 , respectively. There were no impairment losses realized on debt securities available-for-sale during 2021 or 2020. At December 31, 2021 and 2020, the Corporation had $ 1,962,000 and $ 1,646,000 , respectively, in equity securities recorded at fair value. The following is a summary of unrealized and realized gains and losses recognized in net income on equity securities during 2021 and 2020: ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Net gains and (losses) recognized during the period on equity securities ​ $ 323 ​ $ ( 287 ) Less: Net gains recognized during the period on equity securities sold during the period ​ ( 4 ) ​ — Net gains and (losses) recognized during the reporting period on equity securities still held at the reporting date ​ $ 319 ​ $ ( 287 ) ​ The Corporation and its investment advisors monitor the entire portfolio at least quarterly with particular attention given to securities in a continuous loss position of at least ten percent for over twelve months. Based on the factors described above, management did not consider any securities to be other-than-temporarily impaired at December 31, 2021 and 2020. 71 Table of Contents The summary below shows the gross unrealized losses and fair value of the Corporation’s debt securities, aggregated by investment category, of which individual securities have been in a continuous unrealized loss position for less than 12 months or 12 months or more as of December 31, 2021 and 2020: ​ December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Less Than 12 Months ​ 12 Months or More ​ Total ​ ​ Fair ​ Unrealized ​ Fair ​ Unrealized ​ Fair ​ Unrealized Available-for-Sale: Value Loss Value Loss Value Loss U.S. Treasury securities ​ $ 7,729 ​ $ ( 96 ) ​ $ — ​ $ — ​ $ 7,729 ​ $ ( 96 ) Obligations of U.S. Government Agencies and Sponsored Agencies: ​ ​ ​ ​ ​ ​ Mortgage-backed ​ ​ 66,195 ​ ​ ( 1,271 ) ​ ​ 11,697 ​ ​ ( 417 ) ​ ​ 77,892 ​ ​ ( 1,688 ) Other ​ — ​ ​ — ​ ​ 6,687 ​ ​ ( 65 ) ​ 6,687 ​ ( 65 ) Other mortgage-backed debt securities ​ 11,036 ​ ​ ( 225 ) ​ ​ 7,362 ​ ​ ( 205 ) ​ 18,398 ​ ( 430 ) Obligations of state and political subdivisions ​ 25,867 ​ ​ ( 362 ) ​ ​ 3,931 ​ ​ ( 192 ) ​ 29,798 ​ ( 554 ) Asset backed securities ​ 11,232 ​ ​ ( 49 ) ​ ​ 6,315 ​ ​ ( 107 ) ​ 17,547 ​ ( 156 ) Corporate debt securities ​ 19,485 ​ ​ ( 315 ) ​ ​ 3,445 ​ ​ ( 55 ) ​ 22,930 ​ ( 370 ) Total ​ $ 141,544 ​ $ ( 2,318 ) ​ $ 39,437 ​ $ ( 1,041 ) ​ $ 180,981 ​ $ ( 3,359 ) ​ December 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Less Than 12 Months ​ 12 Months or More ​ Total ​ Fair Unrealized Fair Unrealized Fair Unrealized Available-for-Sale: ​ Value ​ Loss ​ Value ​ Loss ​ Value ​ Loss U.S. Treasury securities ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — Obligations of U.S. Government Agencies and Sponsored Agencies: ​ ​ ​ ​ ​ ​ Mortgage-backed ​ ​ 13,859 ​ ​ ( 302 ) ​ ​ 5,729 ​ ​ ( 23 ) ​ ​ 19,588 ​ ​ ( 325 ) Other ​ 2,497 ​ ( 32 ) ​ 6,709 ​ ( 74 ) ​ 9,206 ​ ( 106 ) Other mortgage-backed debt securities ​ 8,290 ​ ( 46 ) ​ — ​ — ​ 8,290 ​ ( 46 ) Obligations of state and political subdivisions ​ 4,122 ​ ( 14 ) ​ — ​ — ​ 4,122 ​ ( 14 ) Asset backed securities ​ 6,827 ​ ( 8 ) ​ 11,018 ​ ( 80 ) ​ 17,845 ​ ( 88 ) Corporate debt securities ​ 5,489 ​ ( 11 ) ​ 1,949 ​ ( 51 ) ​ 7,438 ​ ( 62 ) Total ​ $ 41,084 ​ $ ( 413 ) ​ $ 25,405 ​ $ ( 228 ) ​ $ 66,489 ​ $ ( 641 ) ​ The Corporation invests in various forms of agency debt including residential and commercial mortgage-backed securities and callable debt. The mortgage-backed agency securities are issued by Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”), Government National Mortgage Association (“GNMA”) or SBA. The other mortgage-backed securities consist of private (non-agency) residential and commercial mortgage-backed securities. The municipal securities consist of general obligations and revenue bonds. Asset backed securities consist of bonds backed by consumer loans. Corporate debt securities consist of senior debt and subordinated debt holdings. The fair market value of the above securities is influenced by market interest rates, prepayment speeds on mortgage securities, bid-offer spreads in the marketplace and credit premiums for various types of agency debt. These factors change continuously and therefore the market value of these securities may be higher or lower than the Corporation’s carrying value at any measurement date. Management does not believe any of their 54 debt securities with a less than one year unrealized loss position, or any of their 21 debt securities with a one year or greater unrealized loss position, as of December 31, 2021, represent an other-than-temporary impairment, as these unrealized losses relate principally to changes in interest rates subsequent to the acquisition of the specific securities. The Corporation expects to collect principal and interest payments as defined under the original terms as all contracted payments on securities in the portfolio are current as of December 31, 2021. 72 Table of Contents NOTE 3 — LOANS AND ALLOWANCE FOR LOAN LOSSES The following table presents the classes of the loan portfolio summarized by risk rating as of December 31, 2021 and 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and ​ ​ (Dollars in thousands) ​ Industrial ​ Commercial Real Estate ​ ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ 2021 2020 2021 2020 Grade: ​ ​ ​ ​ 1-6 Pass ​ $ 81,561 ​ $ 90,906 ​ $ 498,565 ​ $ 444,119 7 Special Mention ​ — ​ — ​ 1,098 ​ 814 8 Substandard ​ 796 ​ 919 ​ 21,248 ​ 20,975 9 Doubtful ​ — ​ — ​ — ​ — Add (deduct): Unearned discount and ​ — ​ — ​ — ​ — Net deferred loan fees and costs ​ 169 ​ 50 ​ 743 ​ 820 Total loans ​ $ 82,526 ​ $ 91,875 ​ $ 521,654 ​ $ 466,728 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential Real Estate ​ ​ ​ ​ ​ ​ ​ ​ Including Home Equity ​ Consumer ​ ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ 2021 2020 2021 2020 Grade: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1-6 Pass ​ $ 141,983 ​ $ 155,698 ​ $ 5,210 ​ $ 4,934 7 Special Mention ​ 570 ​ 225 ​ — ​ — 8 Substandard ​ 1,020 ​ 1,186 ​ 5 ​ 18 9 Doubtful ​ — ​ — ​ — ​ — Add (deduct): Unearned discount and ​ — ​ — ​ — ​ — Net deferred loan fees and costs ​ ( 190 ) ​ ( 126 ) ​ 63 ​ 72 Total loans ​ $ 143,383 ​ $ 156,983 ​ $ 5,278 ​ $ 5,024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Loans ​ ​ December 31, ​ December 31, ​ 2021 2020 Grade: ​ ​ 1-6 Pass ​ $ 727,319 ​ $ 695,657 7 Special Mention ​ 1,668 ​ 1,039 8 Substandard ​ 23,069 ​ 23,098 9 Doubtful ​ — ​ — Add (deduct): Unearned discount and ​ — ​ — Net deferred loan fees and costs ​ 785 ​ 816 Total loans ​ $ 752,841 ​ $ 720,610 ​ Commercial and Industrial and Commercial Real Estate include loans categorized as tax-free in the amounts of $ 24,647,000 and $ 1,671,000 at December 31, 2021 and $ 9,337,000 and $ 1,843,000 at December 31, 2020. Commercial and Industrial loans also included $ 3,829,000 and $ 5,128,000 of GGLs and $ 4,894,000 and $ 22,976,000 of PPP loans as of December 31, 2021 and 2020, respectively. Loans held for sale amounted to $ 6,006,000 at December 31, 2021 and $ 17,300,000 at December 31, 2020. 73 Table of Contents The activity in the allowance for loan losses, by loan class, is summarized below for the years indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) Commercial Commercial Residential ​ ​ ​ ​ ​ ​ ​ and Industrial ​ Real Estate ​ Real Estate ​ Consumer ​ Unallocated ​ Total As of and for the year ended December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for Loan Losses: ​ ​ ​ ​ ​ ​ Beginning balance $ 787 ​ $ 4,762 ​ $ 1,643 ​ $ 94 ​ $ 647 ​ $ 7,933 Charge-offs ( 13 ) ​ ( 29 ) ​ ( 80 ) ​ ( 36 ) ​ — ​ ( 158 ) Recoveries — ​ 30 ​ 4 ​ 11 ​ — ​ 45 Provision (credit) ( 93 ) ​ 645 ​ ( 28 ) ​ 15 ​ 321 ​ 860 Ending Balance $ 681 ​ $ 5,408 ​ $ 1,539 ​ $ 84 ​ $ 968 ​ $ 8,680 Ending balance: individually ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ evaluated for impairment $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — Ending balance: collectively ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ evaluated for impairment $ 681 ​ $ 5,408 ​ $ 1,539 ​ $ 84 ​ $ 968 ​ $ 8,680 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans Receivable: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ending Balance $ 82,526 ​ $ 521,654 ​ $ 143,383 ​ $ 5,278 ​ $ — ​ $ 752,841 Ending balance: individually ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ evaluated for impairment $ 1,017 ​ $ 11,803 ​ $ 853 ​ $ — ​ $ — ​ $ 13,673 Ending balance: collectively ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ evaluated for impairment $ 81,509 ​ $ 509,851 ​ $ 142,530 ​ $ 5,278 ​ $ — ​ $ 739,168 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) Commercial Commercial Residential ​ ​ ​ ​ ​ ​ ​ and Industrial ​ Real Estate ​ Real Estate ​ Consumer ​ Unallocated ​ Total As of and for the year ended December 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for Loan Losses: ​ ​ ​ ​ ​ ​ Beginning balance $ 634 ​ $ 4,116 ​ $ 1,665 ​ $ 114 ​ $ 476 ​ $ 7,005 Charge-offs ( 90 ) ​ ( 141 ) ​ ( 33 ) ​ ( 37 ) ​ — ​ ( 301 ) Recoveries 14 ​ — ​ 8 ​ 7 ​ — ​ 29 Provision (credit) 229 ​ 787 ​ 3 ​ 10 ​ 171 ​ 1,200 Ending Balance $ 787 ​ $ 4,762 ​ $ 1,643 ​ $ 94 ​ $ 647 ​ $ 7,933 Ending balance: individually ​ ​ ​ ​ ​ evaluated for impairment $ — ​ $ 8 ​ $ — ​ $ — ​ $ — ​ $ 8 Ending balance: collectively ​ ​ ​ ​ ​ evaluated for impairment $ 787 ​ $ 4,754 ​ $ 1,643 ​ $ 94 ​ $ 647 ​ $ 7,925 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans Receivable: ​ ​ ​ ​ ​ Ending Balance $ 91,875 ​ $ 466,728 ​ $ 156,983 ​ $ 5,024 ​ $ — ​ $ 720,610 Ending balance: individually ​ ​ ​ ​ ​ evaluated for impairment $ 1,095 ​ $ 12,923 ​ $ 1,036 ​ $ — ​ $ — ​ $ 15,054 Ending balance: collectively ​ ​ ​ ​ ​ evaluated for impairment $ 90,780 ​ $ 453,805 ​ $ 155,947 ​ $ 5,024 ​ $ — ​ $ 705,556 ​ ​ ​ ​ ​ 74 Table of Contents The outstanding recorded investment of loans categorized as TDRs as of December 31, 2021 and December 31, 2020 was $ 8,020,000 and $ 9,563,000 , respectively. The decrease in TDRs at December 31, 2021 as compared to December 31, 2020 is mainly attributable to the payoff of a Commercial Real Estate TDR to a real estate holding company which was completed during the third quarter of 2021 in the amount of $ 1,010,000 , as well as regular principal payments on existing TDRs during the year ended December 31, 2021. There were no unfunded commitments on TDRs at December 31, 2021 and 2020. During the year ended December 31, 2021, four loans with a combined post modification balance of $ 360,000 were modified as TDRs, compared to the year ended December 31, 2020 when eight loans with a combined post modification balance of $ 1,536,000 were modified as TDRs. The loan modifications for the year ended December 31, 2021 consisted of two term modifications beyond the original stated term and two payment modifications, compared to December 31, 2020 when the loan modifications consisted of two term modifications beyond the original stated term and six payment modifications. The following table presents the outstanding recorded investment of TDRs at the dates indicated: ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) December 31, December 31, ​ ​ 2021 ​ 2020 Non-accrual TDRs ​ $ 1,413 ​ $ 1,587 Accruing TDRs ​ 6,607 ​ 7,976 Total ​ $ 8,020 ​ $ 9,563 ​ At December 31, 2021, three Commercial and Industrial loans classified as TDRs with a combined recorded investment of $ 708,000 , ten Commercial Real Estate loans classified as TDRs with a combined recorded investment of $ 590,000 , and one Residential Real Estate loan classified as a TDR with a recorded investment of $ 14,000 were not in compliance with the terms of their restructure, compared to December 31, 2020 when three Commercial and Industrial loans classified as TDRs with a combined recorded investment of $ 745,000 , seven Commercial Real Estate loans classified as TDRs with a combined recorded investment of $ 984,000 , and one Residential Real Estate loan classified as a TDR with a recorded investment of $ 18,000 were not in compliance with the terms of their restructure. Three Commercial Real Estate loans totaling $ 285,000 that were modified as TDRs within the twelve months preceding December 31, 2021 experienced payment defaults during the year ended December 31, 2021. Of the loans that were modified as TDRs during the twelve months preceding December 31, 2020, two Commercial Real Estate loans totaling $ 57,000 experienced payment defaults during the year ended December 31, 2020. The following table presents information regarding the loan modifications categorized as TDRs during the year ended December 31, 2021 and 2020. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Year Ended December 31, 2021 ​ ​ ​ ​ Pre-Modification ​ Post-Modification ​ ​ ​ ​ ​ ​ ​ Outstanding ​ Outstanding ​ ​ ​ ​ ​ Number of ​ Recorded ​ Recorded ​ Recorded ​ ​ Contracts ​ Investment ​ Investment ​ Investment Commercial and Industrial ​ — ​ $ — ​ $ — ​ $ — Commercial Real Estate ​ 4 ​ ​ 360 ​ ​ 360 ​ ​ 342 Total ​ 4 ​ $ 360 ​ $ 360 ​ $ 342 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 75 Table of Contents (Dollars in thousands) ​ Year Ended December 31, 2020 ​ ​ ​ ​ Pre-Modification ​ Post-Modification ​ ​ ​ ​ ​ ​ ​ Outstanding ​ Outstanding ​ ​ ​ ​ ​ Number of ​ Recorded ​ Recorded ​ Recorded ​ ​ Contracts ​ Investment ​ Investment ​ Investment Commercial and Industrial ​ 2 ​ $ 42 ​ $ 42 ​ $ 40 Commercial Real Estate ​ 6 ​ ​ 1,494 ​ ​ 1,494 ​ ​ 1,486 Total ​ 8 ​ $ 1,536 ​ $ 1,536 ​ $ 1,526 ​ ​ ​ The following table provides detail regarding the types of loan modifications made for loans categorized as TDRs during the year ended December 31, 2021 and 2020 with the total number of each type of modification performed. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2021 ​ Rate ​ Term ​ Payment ​ Number ​ ​ Modification ​ Modification ​ Modification ​ Modified Commercial and Industrial ​ — ​ — ​ — ​ — Commercial Real Estate ​ — ​ 2 ​ 2 ​ 4 Total ​ — ​ 2 ​ 2 ​ 4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2020 ​ Rate ​ Term ​ Payment ​ Number ​ ​ Modification ​ Modification ​ Modification ​ Modified Commercial and Industrial ​ — ​ 1 ​ 1 ​ 2 Commercial Real Estate ​ — ​ 1 ​ 5 ​ 6 Total ​ — ​ 2 ​ 6 ​ 8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 76 Table of Contents In the wake of the COVID-19 pandemic, during the second quarter of 2020, the Corporation began granting loan modification requests to defer principal and/or interest payments or modify interest rates. These loans are not classified as TDRs according to Section 4013 of the CARES Act, as long as the specific criteria set forth in the Act are met. The table below presents information related to the loan modifications made in compliance with Section 4013 of the CARES Act for the year ended December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Commercial and ​ Commercial ​ Residential ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Industrial ​ Real Estate ​ Real Estate ​ Consumer ​ Total ​ ​ ​ ​ Recorded ​ ​ ​ Recorded ​ ​ ​ Recorded ​ ​ ​ Recorded ​ ​ ​ Recorded ​ Count ​ Investment ​ Count ​ Investment ​ Count ​ Investment ​ Count ​ Investment ​ Count ​ Investment Balance at December 31, 2020 7 ​ $ 1,012 ​ 35 ​ $ 15,260 ​ 2 ​ $ 269 ​ — ​ $ — ​ 44 ​ $ 16,541 Additional modifications granted for the three months ended March 31, 2021 2 ​ ​ 190 ​ 2 ​ ​ 10,414 ​ 1 ​ ​ 16 ​ 1 ​ ​ 2 ​ 6 ​ $ 10,622 Section 4013 CARES Act modifications returned to normal payment status during the three months ended March 31, 2021 (a) ( 2 ) ​ ​ ( 612 ) ​ ( 29 ) ​ ​ ( 12,780 ) ​ ( 2 ) ​ ​ ( 130 ) ​ — ​ ​ — ​ ( 33 ) ​ $ ( 13,522 ) Principal payments net of draws on active deferred loans for the three months ended March 31, 2021 (b) N/A ​ ​ — ​ N/A ​ ​ — ​ N/A ​ ​ — ​ N/A ​ ​ — ​ N/A ​ ​ — Balance at March 31, 2021 7 ​ $ 590 ​ 8 ​ $ 12,894 ​ 1 ​ $ 155 ​ 1 ​ $ 2 ​ 17 ​ $ 13,641 Additional modifications granted for the three months ended June 30, 2021 — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — Section 4013 CARES Act modifications returned to normal payment status during the three months ended June 30, 2021 (a) ( 1 ) ​ ​ ( 143 ) ​ ( 6 ) ​ ​ ( 2,480 ) ​ ( 1 ) ​ ​ ( 155 ) ​ ( 1 ) ​ ​ ( 2 ) ​ ( 9 ) ​ ​ ( 2,780 ) Principal payments net of draws on active deferred loans for the three months ended June 30, 2021 (b) N/A ​ ​ — ​ N/A ​ ​ ( 293 ) ​ N/A ​ ​ — ​ N/A ​ ​ — ​ N/A ​ ​ ( 293 ) Balance at June 30, 2021 6 ​ $ 447 ​ 2 ​ $ 10,121 ​ — ​ $ — ​ — ​ $ — ​ 8 ​ $ 10,568 Additional modifications granted for the three months ended September 30, 2021 — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — Section 4013 CARES Act modifications returned to normal payment status during the three months ended September 30, 2021 (a) ( 6 ) ​ ​ ( 447 ) ​ ( 1 ) ​ ​ ( 698 ) ​ — ​ ​ — ​ — ​ ​ — ​ ( 7 ) ​ ​ ( 1,145 ) Principal payments net of draws on active deferred loans for the three months ended September 30, 2021 (b) N/A ​ ​ — ​ N/A ​ ​ — ​ N/A ​ ​ — ​ N/A ​ ​ — ​ N/A ​ ​ — Balance at September 30, 2021 — ​ $ — ​ 1 ​ $ 9,423 ​ — ​ $ — ​ — ​ $ — ​ 1 ​ $ 9,423 Additional modifications granted for the three months ended December 31, 2021 — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — Section 4013 CARES Act modifications returned to normal payment status during the three months ended December 31, 2021 (a) — ​ ​ — ​ — — ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — Principal payments net of draws on active deferred loans for the three months ended December 31, 2021 (b) N/A ​ ​ — ​ N/A ​ ​ — ​ N/A ​ ​ — ​ N/A ​ ​ — ​ N/A ​ ​ — Balance at December 31, 2021 — ​ $ — ​ 1 ​ $ 9,423 ​ — ​ $ — ​ — ​ $ — ​ 1 ​ $ 9,423 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent of Total Section 4013 CARES Act Modifications as of December 31, 2021 ​ ​ 0.00 % ​ ​ ​ 100.00 % ​ ​ ​ 0.00 % ​ ​ ​ 0.00 % ​ ​ ​ 100.00 % Percent of Total Section 4013 CARES Act Modifications to Total Loans as of December 31, 2021 ​ ​ 0.00 % ​ ​ ​ 1.25 % ​ ​ ​ 0.00 % ​ ​ ​ 0.00 % ​ ​ ​ 1.25 % Subsequent modifications granted during the three months ended December 31, 2021 for active deferred loans outstanding as of December 31, 2021 — ​ $ — ​ — ​ $ — ​ — ​ $ — ​ — ​ $ — ​ — $ — ​ 77 Table of Contents The recorded investment, unpaid principal balance, and the related allowance of the Corporation’s impaired loans are summarized below at December 31, 2021 and 2020. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ December 31, 2021 ​ December 31, 2020 ​ ​ ​ Unpaid ​ ​ ​ ​ Unpaid ​ ​ ​ ​ Recorded ​ Principal ​ Related ​ Recorded ​ Principal ​ Related ​ ​ Investment ​ Balance ​ Allowance ​ Investment ​ Balance ​ Allowance With no related allowance recorded: ​ ​ ​ ​ ​ ​ Commercial and Industrial ​ $ 1,017 ​ $ 1,017 ​ $ — ​ $ 1,095 ​ $ 1,095 ​ $ — Commercial Real Estate ​ 11,803 ​ 14,735 ​ — ​ 12,438 ​ 15,400 ​ — Residential Real Estate ​ 853 ​ 885 ​ — ​ 1,036 ​ 1,120 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ With an allowance recorded: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and Industrial ​ — ​ — ​ — ​ — ​ — ​ — Commercial Real Estate ​ — ​ — ​ — ​ 485 ​ 485 ​ 8 Residential Real Estate ​ — ​ — ​ — ​ — ​ — ​ — Total ​ $ 13,673 ​ $ 16,637 ​ $ — ​ $ 15,054 ​ $ 18,100 ​ $ 8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total consists of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and Industrial ​ $ 1,017 ​ $ 1,017 ​ $ — ​ $ 1,095 ​ $ 1,095 ​ $ — Commercial Real Estate ​ $ 11,803 ​ $ 14,735 ​ $ — ​ $ 12,923 ​ $ 15,885 ​ $ 8 Residential Real Estate ​ $ 853 ​ $ 885 ​ $ — ​ $ 1,036 ​ $ 1,120 ​ $ — At December 31, 2021 and 2020, $ 8,020,000 and $ 9,563,000 of loans classified as TDRs were included in impaired loans with a total allocated allowance of $ 0 at both December 31, 2021 and December 31, 2020. The recorded investment represents the loan balance reflected on the consolidated balance sheets net of any charge-offs. The unpaid balance is equal to the gross amount due on the loan. The average recorded investment and interest income recognized for the Corporation’s impaired loans are summarized below for the years ended December 31, 2021 and 2020. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ For the Year Ended ​ For the Year Ended ​ ​ December 31, 2021 ​ December 31, 2020 ​ Average Interest Average Interest ​ ​ Recorded ​ Income ​ Recorded ​ Income ​ ​ Investment ​ Recognized ​ Investment ​ Recognized With no related allowance recorded: ​ ​ ​ ​ Commercial and Industrial ​ $ 1,052 ​ $ 9 ​ $ 1,082 ​ $ 14 Commercial Real Estate ​ 12,571 ​ 346 ​ 11,463 ​ 371 Residential Real Estate ​ 1,107 ​ 2 ​ 1,026 ​ 1 ​ ​ ​ ​ ​ ​ ​ With an allowance recorded: ​ ​ ​ ​ ​ ​ Commercial and Industrial ​ — ​ — ​ — ​ — Commercial Real Estate ​ 198 ​ — ​ 118 ​ 5 Residential Real Estate ​ — ​ — ​ 13 ​ 1 Total ​ $ 14,928 ​ $ 357 ​ $ 13,702 ​ $ 392 ​ ​ ​ ​ ​ ​ ​ Total consists of: ​ ​ ​ ​ ​ ​ Commercial and Industrial ​ $ 1,052 ​ $ 9 ​ $ 1,082 ​ $ 14 Commercial Real Estate ​ $ 12,769 ​ $ 346 ​ $ 11,581 ​ $ 376 Residential Real Estate ​ $ 1,107 ​ $ 2 ​ $ 1,039 ​ $ 2 Of the $ 357,000 and $ 392,000 in interest income recognized on impaired loans for the years ended December 31, 2021 and 2020, respectively, $ 3,000 and $ 5,000 in interest income was recognized with respect to non-accrual loans for each respective period. 78 Table of Contents Total non-performing assets (which includes loans receivable on non-accrual status, foreclosed assets held for resale and loans past-due 90 days or more and still accruing interest) as of December 31, 2021 and 2020 were as follows: ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ December 31, ​ December 31, ​ 2021 2020 Commercial and Industrial ​ $ 708 ​ $ 745 Commercial Real Estate ​ 5,519 ​ ​ 5,315 Residential Real Estate ​ 839 ​ 1,018 Total non-accrual loans ​ 7,066 ​ 7,078 Foreclosed assets held for resale ​ — ​ 28 Loans past-due 90 days or more and still accruing interest ​ — ​ 13 Total non-performing assets ​ $ 7,066 ​ $ 7,119 ​ If interest on non-accrual loans had been accrued at original contract rates, interest income would have increased by $ 1,858,000 in 2021 and $ 1,461,000 in 2020. There were no foreclosed assets held for resale at December 31, 2021. The $ 28,000 in foreclosed assets held for resale at December 31, 2020 was represented by land. At December 31, 2020, all foreclosed assets were held as the result of obtaining physical possession. Consumer mortgage loans secured by residential real estate for which the Corporation has entered into formal foreclosure proceedings but for which physical possession of the property has yet to be obtained amounted to $ 41,000 at both December 31, 2021 and December 31, 2020. These balances were not included in foreclosed assets held for resale at December 31, 2021 or December 31, 2020. The following tables present the classes of the loan portfolio summarized by the past-due status at December 31, 2021 and 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 90 Days ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Or Greater ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Past Due ​ ​ ​ ​ ​ ​ ​ ​ 90 Days ​ ​ ​ ​ ​ Current- ​ ​ ​ ​ and Still ​ ​ 30-59 Days ​ 60-89 Days ​ or Greater ​ Total ​ ​ 29 Days ​ Total ​ Accruing ​ ​ Past Due ​ Past Due ​ Past Due ​ Past Due ​ Past Due ​ Loans ​ Interest December 31, 2021: ​ ​ ​ ​ ​ ​ ​ Commercial and Industrial ​ $ 47 ​ $ — ​ $ 678 ​ $ 725 ​ $ 81,801 ​ $ 82,526 ​ $ — Commercial Real Estate ​ 116 ​ 189 ​ 4,891 ​ 5,196 ​ 516,458 ​ 521,654 ​ — Residential Real Estate ​ 553 ​ 191 ​ 839 ​ 1,583 ​ 141,800 ​ 143,383 ​ — Consumer ​ 14 ​ — ​ — ​ 14 ​ 5,264 ​ 5,278 ​ — Total ​ $ 730 ​ $ 380 ​ $ 6,408 ​ $ 7,518 ​ $ 745,323 ​ $ 752,841 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 90 Days ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Or Greater ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Past Due ​ ​ ​ ​ ​ ​ ​ ​ 90 Days ​ ​ ​ ​ ​ Current- ​ ​ ​ ​ and Still ​ ​ 30-59 Days ​ 60-89 Days ​ or Greater ​ Total ​ ​ 29 Days ​ Total ​ Accruing ​ ​ Past Due ​ Past Due ​ Past Due ​ Past Due ​ Past Due ​ Loans ​ Interest December 31, 2020: ​ ​ ​ ​ ​ ​ ​ Commercial and Industrial ​ $ — ​ $ — ​ $ 745 ​ $ 745 ​ $ 91,130 ​ $ 91,875 ​ $ — Commercial Real Estate ​ 1,879 ​ 968 ​ 4,552 ​ 7,399 ​ 459,329 ​ 466,728 ​ — Residential Real Estate ​ 628 ​ 74 ​ 1,031 ​ 1,733 ​ 155,250 ​ 156,983 ​ 13 Consumer ​ 19 ​ 6 ​ — ​ 25 ​ 4,999 ​ 5,024 ​ — Total ​ $ 2,526 ​ $ 1,048 ​ $ 6,328 ​ $ 9,902 ​ $ 710,708 ​ $ 720,610 ​ $ 13 ​ At this time, there have been no material fluctuations in past-due loans as a result of the COVID-19 pandemic. ​ At December 31, 2021 and 2020 commitments to lend additional funds with respect to impaired loans consisted of one irrevocable letter of credit in the amount of $ 1,249,000 that was associated with a loan to a developer of a residential sub-division. 79 Table of Contents NOTE 4 — PREMISES AND EQUIPMENT Premises and equipment at December 31, 2021 and 2020 is as follows: (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated Useful ​ ​ ​ ​ ​ ​ Life (in years) ​ 2021 ​ 2020 Land N/A $ 3,744 ​ $ 3,744 Buildings 5 - 40 ​ 20,929 ​ 20,781 Leasehold improvements 1 - 20 ​ 193 ​ 187 Equipment 3 - 25 ​ 8,031 ​ 7,895 ​ ​ 32,897 ​ 32,607 Less: Accumulated depreciation ​ 14,739 ​ 13,929 Total ​ $ 18,158 ​ $ 18,678 ​ Depreciation amounted to $ 1,008,000 for 2021 and $ 1,041,000 for 2020. ​ NOTE 5 — DEPOSITS Major classifications of deposits at December 31, 2021 and 2020 consisted of: ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) December 31, ​ December 31, ​ ​ 2021 2020 Non-interest bearing demand $ 249,040 ​ $ 198,499 Interest bearing demand ​ 395,033 ​ 330,253 Savings ​ 260,804 ​ 214,908 Time certificates of deposits less than $250,000 ​ 158,914 ​ 177,652 Time certificates of deposits $250,000 or greater ​ 13,030 ​ 15,029 Other time ​ 1,148 ​ 1,147 Total deposits ​ $ 1,077,969 ​ $ 937,488 ​ Total deposits increased $ 140,481,000 to $ 1,077,969,000 as of December 31, 2021 due to increases in non-interest bearing, interest bearing and savings deposits. The increase in deposits was the result of many different factors including the deposit of stimulus funds, PPP loan proceeds, a $ 73,000,000 increase in highly rate sensitive deposits and other normal fluctuations in deposits during 2021. The following is a schedule reflecting classification and remaining maturities of time deposits at December 31, 2021: (Dollars in thousands) ​ ​ ​ ​ Year Ending ​ ​ 2022 ​ $ 98,618 2023 ​ 31,049 2024 ​ 25,252 2025 ​ 9,556 2026 ​ 8,589 Thereafter ​ 28 Total time deposits ​ $ 173,092 ​ ​ ​ 80 Table of Contents NOTE 6 — SHORT-TERM BORROWINGS Short-term borrowings include federal funds purchased, securities sold under agreements to repurchase, Federal Discount Window, and FHLB advances, which generally represent overnight or less than 30 -day borrowings. Short-term borrowings and weighted-average interest rates at and for the years ended December 31, 2021 and 2020 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ 2021 ​ ​ 2020 ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ Average ​ Amount Rate ​ Amount Rate Federal funds purchased $ — ​ 0.36 % ​ $ — ​ 0.37 % Securities sold under agreements to repurchase ​ 27,377 ​ 0.35 % ​ 19,494 ​ 0.58 % Federal Discount Window ​ — ​ 0.36 % ​ — ​ 0.37 % Federal Home Loan Bank of Pittsburgh ​ — ​ 0.34 % ​ — ​ 1.00 % Total ​ $ 27,377 ​ 0.35 % ​ $ 19,494 0.82 % ​ At December 31, 2021, the maximum borrowing capacity of federal funds purchased and the Federal Discount Window was $ 15,000,000 and $ 3,162,000 , respectively. Please refer to Note 7 ― Long-Term Borrowings for the Corporation’s maximum borrowing capacity at FHLB. Securities Sold Under Agreements to Repurchase (“Repurchase Agreements”) The Corporation enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Corporation may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Corporation to repurchase the assets. As a result, these repurchase agreements are accounted for as collateralized financing agreements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability on the Corporation’s consolidated balance sheets, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. In other words, there is not offsetting or netting of the investment securities assets with the repurchase agreement liabilities. In addition, as the Corporation does not enter into reverse repurchase agreements, there is no such offsetting to be done with the repurchase agreements. The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Corporation be in default (e.g., fails to make an interest payment to the counterparty). The collateral is held by a correspondent bank in the counterparty’s custodial account. The counterparty has the right to sell or repledge the investment securities. ​ ​ ​ ​ ​ ​ ​ 81 Table of Contents The following table presents the short-term borrowings subject to an enforceable master netting arrangement or repurchase agreements as of December 31, 2021 and 2020. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ Gross Net Amounts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts ​ of Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Offset ​ Presented ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ in the ​ in the ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts of ​ Consolidated ​ Consolidated ​ ​ ​ ​ Cash ​ ​ ​ ​ ​ Recognized ​ Balance ​ Balance ​ Financial ​ Collateral ​ Net ​ ​ Liabilities ​ Sheet ​ Sheet ​ Instruments ​ Pledge ​ Amount December 31, 2021 ​ ​ ​ ​ ​ ​ Repurchase agreements (a) ​ $ 27,377 ​ $ — ​ $ 27,377 ​ $ ( 27,377 ) ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ December 31, 2020 ​ ​ ​ ​ ​ ​ Repurchase agreements (a) ​ $ 19,494 ​ $ — ​ $ 19,494 ​ $ ( 19,494 ) ​ $ — ​ $ — (a) As of December 31, 2021 and 2020, the fair value of securities pledged in connection with repurchase agreements was $ 37,735,000 and $ 23,695,000 , respectively . The following table presents the remaining contractual maturity of the master netting arrangement or repurchase agreements as of December 31, 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Remaining Contractual Maturity of the Agreements ​ ​ Overnight ​ ​ ​ ​ Greater ​ Greater ​ ​ ​ ​ ​ and ​ Up to ​ 30 -90 ​ than ​ ​ ​ ​ ​ Continuous ​ 30 days ​ Days ​ 90 Days ​ Total December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Repurchase agreements and repurchase-to-maturity transactions: ​ ​ ​ ​ ​ U.S. Treasury and/or agency securities ​ $ 27,377 ​ $ — ​ $ — ​ $ — ​ $ 27,377 Total ​ $ 27,377 ​ $ — ​ $ — ​ $ — ​ $ 27,377 ​ ​ NOTE 7 — LONG-TERM BORROWINGS Long-term borrowings are comprised of advances from FHLB. Under terms of a blanket agreement, collateral for the FHLB loans is certain qualifying assets of the Bank. The qualifying assets are real estate mortgages and certain investment securities. A schedule of long-term borrowings by maturity as of December 31, 2021 and 2020 follows: (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 Due 2021, 1.42 % to 1.58 % ​ — ​ 10,000 Due 2022, 2.34 % ​ 10,000 ​ 10,000 Due 2023, 2.96 % ​ 3,000 ​ 3,000 Due 2024, 1.68 % ​ 20,000 ​ 20,000 Due 2028, 5.14 % ​ ​ 2,000 ​ ​ 2,000 Total long-term borrowings ​ $ 35,000 ​ $ 45,000 ​ The Corporation’s long-term borrowings consist of notes at fixed interest rates. Upon any default, under the terms of a master agreement, FHLB may declare all indebtedness of the Corporation immediately due. In addition, FHLB shall not be required to fund advances under any outstanding commitments. ​ Irrevocable standby letters of credit may be issued to a customer/beneficiary by the FHLB on the Corporation’s behalf in order to secure public/municipal unit deposits, provide credit enhancement to certain transaction types, or to support payment obligations to third parties. These irrevocable standby letters of credit are supported by an irrevocable 82 Table of Contents and independent guarantee by the FHLB for the Corporation’s pledging obligation to secure public/municipal unit deposits which eliminates the need for the Corporation to pledge collateral in the amount necessary to secure these funds. The Corporation began utilizing this service offered by the FHLB during the second quarter of 2021. There were no irrevocable standby letters of credit which could be drawn on through FHLB’s close of business on December 31, 2021. Any irrevocable standby letters of credit are issued as necessary in an amount appropriate to secure specific public/municipal unit deposits. Under terms of a blanket agreement, collateral for the FHLB loans and letters of credit consists of certain qualifying assets of the Bank. Principal qualifying assets are certain real estate mortgages and investment securities. As of December 31, 2021, loans of $ 605,865,000 were pledged to FHLB which resulted in a FHLB maximum borrowing capacity of $ 433,394,000 . As of December 31, 2021, no securities were pledged as collateral to FHLB to secure FHLB loans and letters of credit. ​ ​ NOTE 8 — SUBORDINATED DEBENTURES On December 10, 2020, the Corporation issued $ 25,000,000 aggregate principal amount of Subordinated Notes due 2030 (the “2020 Notes”) to accredited investors. The 2020 Notes are intended to be treated as Tier 2 capital for regulatory capital purposes. The Corporation utilized the net proceeds it received from the sale of the 2020 Notes to support organic growth and for general corporate purposes. The 2020 Notes bear a fixed interest rate of 4.375 % per year for the first five years and then float based on a benchmark rate (as defined). Interest is payable semi-annually in arrears on June 30 and December 31 of each year, which began on June 30, 2021, for the first five years after issuance and will be payable quarterly in arrears thereafter on March 31, June 30, September 30 and December 31. The 2020 Notes will mature on December 31, 2030 and are redeemable in whole or in part, without premium or penalty, at any time on or after December 31, 2025 and prior to December 31, 2030. Additionally, if all or any portion of the 2020 Notes cease to be deemed Tier 2 capital, the Corporation may redeem, in whole and not in part, at any time upon giving not less than ten days ’ notice, an amount equal to one hundred percent ( 100 %) of the principal amount outstanding plus accrued but unpaid interest to but excluding the date fixed for redemption. Holders of the 2020 Notes may not accelerate the maturity of the 2020 Notes, except upon the bankruptcy, insolvency, liquidation, receivership or similar law of the Corporation or the Bank. NOTE 9 — INCOME TAXES The current and deferred components of the income tax expense consisted of the following: (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 Federal ​ ​ Current ​ $ 2,432 ​ $ 2,168 Deferred ​ ( 111 ) ​ ( 591 ) Income tax expense ​ $ 2,321 ​ $ 1,577 ​ 83 Table of Contents The following is a reconciliation between the income tax expense and the amount of income taxes which would have been provided at the statutory rate of 21 %: (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 ​ 2020 ​ Amount Rate Amount Rate Federal income tax at statutory rate ​ $ 3,572 21.0 % $ 2,817 21.0 % Tax-exempt income ​ ( 761 ) ( 4.5 ) ​ ( 664 ) ( 4.9 ) ​ Low-income housing credits ​ ( 405 ) ( 2.4 ) ​ ( 405 ) ( 3.0 ) ​ Bank owned life insurance income ​ ( 126 ) ( 0.7 ) ​ ( 128 ) ( 1.0 ) ​ Other ​ 41 0.2 ​ ( 43 ) ( 0.3 ) ​ Income tax expense and rate ​ $ 2,321 13.6 % $ 1,577 11.8 % ​ The components of the net deferred tax liability at December 31, 2021 and 2020 are as follows: (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 Deferred Tax Assets: ​ ​ Allowance for loan losses ​ $ 1,823 ​ $ 1,666 Provision for unfunded commitments ​ 37 ​ 27 Deferred compensation ​ 260 ​ 251 Contributions ​ 8 ​ — Accrued rent expense ​ ​ 100 ​ ​ 95 Operating lease liabilities ​ ​ 315 ​ ​ 318 Finance lease liabilities ​ ​ 3 ​ ​ 18 Limited partnership investments ​ 283 ​ 252 Impairment loss on securities ​ 4 ​ 4 Writedowns on OREO properties ​ — ​ 2 Deferred health insurance ​ ​ 37 ​ ​ 17 Capital and net operating loss carry forwards ​ 438 ​ 88 Valuation allowance related to state net operating losses ​ ​ ( 438 ) ​ ​ ( 88 ) Total ​ 2,870 ​ 2,650 Deferred Tax Liabilities: ​ ​ Net unrealized gains on debt securities available-for-sale ​ 2,017 ​ 3,421 Loan fees and costs ​ 164 ​ 171 Net unrealized gains on marketable equity securities ​ ​ 354 ​ ​ 262 Operating lease right-of-use assets ​ ​ 315 ​ ​ 318 Accumulated depreciation ​ 300 ​ 307 Accretion ​ 41 ​ 18 Mortgage servicing rights ​ 53 ​ 42 Intangibles ​ 257 ​ 257 Total ​ 3,501 ​ 4,796 Net Deferred Tax Liability ​ $ ( 631 ) ​ $ ( 2,146 ) ​ A valuation allowance for deferred tax assets was recorded in the amount of $ 438,000 and $ 88,000 at December 31, 2021 and 2020, respectively. The valuation allowance relates to state net operating loss carryforwards for which realizability is uncertain. At December 31, 2021 and 2020, the Corporation had state net operating loss carryforwards, net of a valuation allowance, of $ 0 , which are available to offset future state taxable income, and expire at various dates through 2041 . In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is 84 Table of Contents dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible and tax planning strategies, management believes it is more likely than not that the Corporation will realize the benefits of these deferred tax assets, net of any valuation allowance at December 31, 2021. The Corporation did not have any uncertain tax positions at December 31, 2021 and 2020. The Corporation and its subsidiary file a consolidated federal income tax return. The Corporation is no longer subject to examination by Federal or State taxing authorities for the years before 2018. ​ NOTE 10 — EMPLOYEE BENEFIT PLANS AND DEFERRED COMPENSATION AGREEMENTS The Corporation maintains a 401k Plan which has a combined tax qualified savings feature and profit sharing feature for the benefit of its employees. Effective January 1, 2014, the Plan became a Safe Harbor Plan. Under the savings feature, the Corporation makes safe harbor matching contributions of 100 % of the first 3 % of compensation an employee contributes to the Plan and 50 % of the next 2 % of compensation an employee contributes to the Plan. The safe harbor matching contributions amounted to $ 343,000 and $ 330,000 in 2021 and 2020, respectively. Under the profit sharing feature, contributions, at the discretion of the Board of Directors, are funded currently and amounted to $ 518,000 and $ 455,000 in 2021 and 2020, respectively. The Corporation also has non-qualified deferred compensation agreements with one of its current officers and five retired officers. These agreements are essentially unsecured promises by the Corporation to make monthly payments to the officers over fifteen or twenty year periods. Payments begin based upon specific criteria — generally, when the officer retires. To account for the cost of payments yet to be made in the future, the Corporation recognizes an accrued liability in years prior to when payments begin based on the present value of those future payments. The Corporation’s accrued liability for these deferred compensation agreements, reported in other liabilities on the consolidated balance sheets, as of December 31, 2021 and 2020, was $ 934,000 and $ 995,000 , respectively. The related expense for these agreements, reported in salaries and employee benefits on the consolidated statements of income, amounted to $ 65,000 and $ 70,000 in 2021 and 2020, respectively. ​ NOTE 11 — COMMITMENTS AND CONTINGENCIES In the normal course of business, there are various pending legal actions and proceedings that are not reflected in the consolidated financial statements. Management does not believe the outcome of these actions and proceedings will have a material effect on the consolidated financial position of the Corporation. The Corporation currently leases three branch banking facilities and one parcel of land under operating leases. At December 31, 2021, right-of-use assets and lease liabilities were recorded related to these operating leases totaling $ 1,025,000 and $ 1,499,000 , respectively. Further options to extend or terminate the leases are not applicable for any of the four leases. No significant assumptions or judgements were made in determining whether a contract contained a lease or in the consideration of lease versus non-lease components. None of the leases contained an implicit rate; therefore, our incremental borrowing rate was used for each of the leases. The Corporation recognized total operating lease costs for the years ended December 31, 2021 and 2020 of $ 178,000 and $ 413,000 , respectively. Cash payments totaled $ 156,000 and $ 154,000 for the years ended December 31, 2021 and 2020, respectively. The Corporation currently has one finance lease for equipment. At December 31, 2021, right-of-use assets and lease liabilities were recorded related to this finance lease totaling $ 34,000 and $ 16,000 , respectively. Amounts recognized as right-of-use assets related to finance leases are included in premises and equipment, net in the accompanying consolidated balance sheets. Further options to extend or terminate the lease are not applicable. No significant assumptions or judgements were made in determining whether a contract contained a lease or in the 85 Table of Contents consideration of lease versus non-lease components. The lease does not contain an implicit rate; therefore, our incremental borrowing rate was used for the lease. Total finance lease costs that were recognized by the Corporation for the years ended December 31, 2021 and 2020 were immaterial. Cash payments totaled $ 10,000 and $ 4,000 for the years ended December 31, 2021 and 2020, respectively. The following table displays the weighted-average term and discount rates for operating and finance leases outstanding as of December 31, 2021 and 2020. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ December 31, ​ December 31, ​ ​ December 31, ​ ​ 2021 ​ ​ 2020 ​ ​ 2021 ​ ​ 2020 ​ ​ ​ Operating Operating ​ ​ Finance Finance ​ Weighted-average term (years) 24.51 ​ 25.09 ​ ​ 1.67 ​ 5.55 ​ Weighted-average discount rate 3.89 % ​ 3.86 % ​ ​ 0.68 % ​ 0.88 % ​ ​ A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liability is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ 2021 2020 2021 2020 Minimum Lease Payments due: ​ Operating ​ Operating ​ Finance ​ Finance Within one year ​ $ 120 ​ $ 140 ​ $ 10 ​ $ 19 After one but within two years ​ 68 ​ 86 ​ 7 ​ 19 After two but within three years ​ 68 ​ 68 ​ — ​ 15 After three but within four years ​ 68 ​ 68 ​ — ​ 9 After four but within five years ​ 68 ​ 68 ​ — ​ 9 After five years ​ 2,190 ​ 2,258 ​ — ​ 16 Total undiscounted cash flows ​ 2,582 ​ 2,688 ​ 17 ​ 87 Discount on cash flows ​ ( 1,083 ) ​ ( 1,175 ) ​ ( 1 ) ​ ( 3 ) Total lease liability ​ $ 1,499 ​ $ 1,513 ​ $ 16 ​ $ 84 ​ ​ ​ NOTE 12 — RELATED PARTY TRANSACTIONS Certain directors, executive officers and immediate family members of First Keystone Corporation and its subsidiary, and companies in which they are principal owners (i.e., at least 10% ownership), were indebted to the Corporation at December 31, 2021 and 2020. The loans do not involve more than the normal risk of collectability nor present other unfavorable features. A summary of the activity on the related party loans consists of the following: (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 Balance at January 1 $ 14,824 ​ $ 16,240 Additions ​ 9,558 ​ 11,108 Deductions ​ ( 13,198 ) ​ ( 12,524 ) Balance at December 31 ​ $ 11,184 ​ $ 14,824 ​ ​ The summary of activity on the related party loans represent funds drawn and outstanding at the date of the consolidated financial statements. Commitments by the Bank to related parties on lines of credit and letters of credit for 86 Table of Contents 2021 and 2020, presented an additional off-balance sheet risk to the extent of undisbursed funds in the amounts of $ 4,896,000 and $ 7,453,000 respectively, on the above loans. Deposits from certain officers, directors and immediate family members and/or their related companies held by the Bank amounted to $ 25,995,000 and $ 25,332,000 at December 31, 2021 and 2020, respectively. ​ NOTE 13 — REGULATORY MATTERS Under Pennsylvania banking law, the Bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval. At December 31, 2021, $ 19,251,000 of retained earnings were available for dividends without prior regulatory approval, subject to the regulatory capital requirements discussed below. Regulations also limit the amount of loans and advances from the Bank to the Corporation to 10% of consolidated net assets. The Corporation is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory — and possibly additional discretionary — actions by regulators that, if undertaken, could have a direct material effect on the Corporation’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation must meet specific capital guidelines that involve quantitative measures of the Corporation’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Corporation’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Management believes, as of December 31, 2021 and 2020, that the Corporation and the Bank met all capital adequacy requirements to which they are subject. On July 2, 2013, the Board of Governors of the Federal Reserve System finalized its rule implementing the Basel III regulatory capital framework, which the FDIC adopted on July 9, 2013. Under the rule, minimum requirements increased both the quantity and quality of capital held by banking organizations. Consistent with the Basel III framework, the rule included a new minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5 percent, and a common equity tier 1 conservation buffer of 2.5 percent of risk-weighted assets, that applies to all supervised financial institutions, which was phased in over a three year period beginning January 1, 2016, with the full 2.5 percent required as of January 1, 2019. The rule also raised the minimum ratio of tier 1 capital to risk-weighted assets from 4 percent to 6 percent, and includes a minimum leverage ratio of 4 percent for all banking organizations. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total capital, tier I capital and common equity tier 1 capital (as defined in the regulations) to risk weighted assets (as defined), and of tier I capital (as defined) to average assets (as defined). As of December 31, 2021 the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as Well Capitalized under the regulatory framework for prompt corrective action. To be categorized as Well Capitalized, the Bank must maintain minimum total risk-based, tier 1 risk-based, common equity tier 1 risk-based and tier 1 leverage ratios as set forth in the table. There are no conditions or events since the notification that management believes have changed the Bank’s category. 87 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ For Capital ​ ​ Minimum Capital ​ ​ To Be Well Capitalized ​ ​ ​ ​ ​ ​ ​ ​ Adequacy ​ ​ Adequacy with ​ ​ Under Prompt Corrective ​ ​ Actual ​ ​ Purposes ​ ​ Capital Buffer ​ ​ Action Provisions ​ Amount Ratio ​ Amount Ratio ​ Amount Ratio ​ Amount Ratio As of December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ Total Capital (to Risk-Weighted Assets) ​ $ 139,811 16.57 % ​ $ 67,484 8.00 % ​ $ 88,572 10.50 % ​ $ 84,355 10.00 % Tier 1 Capital (to Risk-Weighted Assets) ​ $ 130,954 15.52 % ​ $ 50,613 6.00 % ​ $ 71,701 8.50 % ​ $ 67,484 8.00 % Common Equity Tier 1 Capital (to Risk-Weighted Assets) ​ $ 130,954 15.52 % ​ $ 37,960 4.50 % ​ $ 59,048 7.00 % ​ $ 54,831 6.50 % Tier 1 Capital (to Average Assets) ​ $ 130,954 10.14 % ​ $ 51,638 4.00 % ​ $ 51,638 4.00 % ​ $ 64,548 5.00 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ For Capital ​ ​ Minimum Capital ​ ​ To Be Well Capitalized ​ ​ ​ ​ ​ ​ ​ ​ Adequacy ​ ​ Adequacy with ​ ​ Under Prompt Corrective ​ ​ Actual ​ ​ Purposes ​ ​ Capital Buffer ​ ​ Action Provisions ​ Amount Ratio ​ Amount Ratio ​ Amount Ratio ​ Amount Ratio As of December 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ Total Capital (to Risk-Weighted Assets) ​ $ 129,704 17.05 % ​ $ 60,842 8.00 % ​ $ 79,856 10.50 % ​ $ 76,053 10.00 % Tier 1 Capital (to Risk-Weighted Assets) ​ $ 121,642 15.99 % ​ $ 45,632 6.00 % ​ $ 64,645 8.50 % ​ $ 60,842 8.00 % Common Equity Tier 1 Capital (to Risk-Weighted Assets) ​ $ 121,642 15.99 % ​ $ 34,224 4.50 % ​ $ 53,237 7.00 % ​ $ 49,434 6.50 % Tier 1 Capital (to Average Assets) ​ $ 121,642 10.81 % ​ $ 45,006 4.00 % ​ $ 45,006 4.00 % ​ $ 56,258 5.00 % ​ The capital conservation buffer phase-in began January 1, 2016. The capital conservation buffer of 2.50 % was fully phased in effective January 1, 2019. The Corporation’s capital ratios are not materially different from those of the Bank. ​ NOTE 14 — FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONCENTRATIONS OF CREDIT RISK Financial Instruments with Off-Balance Sheet Risk The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of involvement the Corporation has in particular classes of financial instruments. The Corporation does not engage in trading activities with respect to any of its financial instruments with off-balance sheet risk. The Corporation’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. 88 Table of Contents The Corporation may require collateral or other security to support financial instruments with off-balance sheet credit risk. The contract or notional amounts at December 31, 2021 and 2020 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 ​ Financial instruments whose contract amounts represent credit risk: ​ ​ Commitments to extend credit ​ $ 142,335 ​ $ 114,836 ​ Financial standby letters of credit ​ $ 2,000 ​ $ 1,175 ​ Performance standby letters of credit ​ $ 3,727 ​ $ 3,448 ​ ​ Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses that may require payment of a fee. Since some of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Corporation evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, owner-occupied income-producing commercial properties, and residential real estate. Standby letters of credit are conditional commitments issued by the Corporation to guarantee payment to a third party when a customer either fails to repay an obligation or fails to perform some non-financial obligation. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Corporation may hold collateral (similar to the items held as collateral for commitments to extend credit) to support standby letters of credit for which collateral is deemed necessary. Financial Instruments with Concentrations of Credit Risk The Corporation originates primarily commercial and residential real estate loans to customers in northeastern Pennsylvania. The ability of the majority of the Corporation’s customers to honor their contractual loan obligations is dependent on the economy and real estate market in this area. At December 31, 2021, the Corporation had $ 665,037,000 in loans secured by real estate, which represented 88.3 % of total loans. The real estate loan portfolio is largely secured by lessors of residential buildings and dwellings, lessors of non-residential buildings, and lessors of hotels/motels. As of December 31, 2021 and 2020, management is of the opinion that there were no concentrations exceeding 10% of total loans with regard to loans to borrowers who were engaged in similar activities that were similarly impacted by economic or other conditions. As all financial instruments are subject to some level of credit risk, the Corporation requires collateral and/or guarantees for all loans. Collateral may include, but is not limited to property, plant, and equipment, commercial and/or residential real estate property, land, and pledge of securities. In the event of a borrower’s default, the collateral supporting the loan may be seized in order to recoup losses associated with the loan. The Corporation also establishes an allowance for loan losses that constitutes the amount available to absorb losses within the loan portfolio that may exist due to deficiencies in collateral values. ​ NOTE 15 — STOCKHOLDERS’ EQUITY The Corporation also offers to its shareholders a Dividend Reinvestment and Stock Purchase Plan. Participation in this plan by shareholders began in 2001. The plan provides First Keystone shareholders a convenient and economical way to purchase additional shares of common stock by reinvesting dividends. A plan participant can elect full dividend reinvestment or partial dividend reinvestment provided at least 25 shares are enrolled in the plan. In addition, plan participants may make additional voluntary cash purchases of common stock under the plan of not less than $ 100 per calendar quarter or more than $ 2,500 in any calendar quarter. 89 Table of Contents Shares transferred under this Dividend Reinvestment and Stock Purchase Plan were 63,554 in 2021 and 66,775 in 2020. Remaining shares authorized in the plan were 394,535 as of December 31, 2021. Shares of First Keystone common stock are purchased for the plan either in the open market by an independent broker on behalf of the plan, directly from First Keystone as original issue shares, or through negotiated transactions. A combination of the previous methods could also occur. ​ NOTE 16 — FAIR VALUE MEASUREMENTS Fair value measurement and disclosure guidance defines fair value as the price that would be received to sell the asset or transfer the liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. This guidance provides additional information on determining when the volume and level of activity for the asset or liability has significantly decreased. The guidance also includes information on identifying circumstances when a transaction may not be considered orderly. Fair value measurement and disclosure guidance provides a list of factors that a reporting entity should evaluate to determine whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. When the reporting entity concludes there has been a significant decrease in the volume and level of activity for the asset or liability, further analysis of the information from that market is needed and significant adjustments to the related prices may be necessary to estimate fair value in accordance with the fair value measurement and disclosure guidance. This guidance clarifies that when there has been a significant decrease in the volume and level of activity for the asset or liability, some transactions may not be orderly. In those situations, the entity must evaluate the weight of the evidence to determine whether the transaction is orderly. The guidance provides a list of circumstances that may indicate that a transaction is not orderly. A transaction price that is not associated with an orderly transaction is given little, if any, weight when estimating fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own belief about the assumptions market participants would use in pricing the asset or liability based upon the best information available in the circumstances. Fair value measurement and disclosure guidance establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Inputs : Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Inputs : Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability; Level 3 Inputs: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth as follows. 90 Table of Contents Financial Assets Measured at Fair Value on a Recurring Basis At December 31, 2021 and 2020, securities measured at fair value on a recurring basis and the valuation methods used are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ Level 1 Level 2 Level 3 Total Debt Securities Available-for-Sale: ​ ​ ​ ​ U.S. Treasury securities ​ $ 7,729 ​ $ — ​ $ — ​ $ 7,729 Obligations of U.S. Government Agencies and Sponsored Agencies: ​ ​ ​ ​ ​ ​ Mortgaged-backed ​ ​ — ​ ​ 114,911 ​ ​ — ​ ​ 114,911 Other ​ — ​ 7,576 ​ — ​ 7,576 Other mortgage backed debt securities ​ — ​ 39,550 ​ — ​ 39,550 Obligations of state and political subdivisions ​ — ​ 186,176 ​ — ​ 186,176 Asset backed securities ​ — ​ 36,542 ​ — ​ 36,542 Corporate debt securities ​ — ​ 45,432 ​ — ​ 45,432 Total debt securities available-for-sale ​ 7,729 ​ 430,187 ​ — ​ 437,916 Marketable equity securities ​ 1,962 ​ — ​ — ​ 1,962 Total recurring fair value measurements ​ $ 9,691 ​ $ 430,187 ​ $ — ​ $ 439,878 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2020 ​ Level 1 Level 2 Level 3 Total Debt Securities Available-for-Sale: ​ ​ ​ ​ U.S. Treasury securities ​ $ — ​ $ — ​ $ — ​ $ — Obligations of U.S. Government Agencies and Sponsored Agencies: ​ ​ ​ ​ Mortgaged-backed ​ ​ — ​ ​ 77,573 ​ ​ — ​ ​ 77,573 Other ​ — ​ 10,430 ​ — ​ 10,430 Other mortgage backed debt securities ​ — ​ 39,844 ​ — ​ 39,844 Obligations of state and political subdivisions ​ — ​ 165,101 ​ — ​ 165,101 Asset backed securities ​ — ​ 44,821 ​ — ​ 44,821 Corporate debt securities ​ — ​ 28,942 ​ — ​ 28,942 Total debt securities available-for-sale ​ — ​ 366,711 ​ — ​ 366,711 Marketable equity securities ​ 1,646 ​ — ​ — ​ 1,646 Total recurring fair value measurements ​ $ 1,646 ​ $ 366,711 ​ $ — ​ $ 368,357 ​ The estimated fair values of equity securities and US Treasury debt securities classified as Level 1 are derived from quoted market prices in active markets; the equity securities consist mainly of stocks held in other banks. The estimated fair values of all other debt securities classified as Level 2 are obtained from nationally-recognized third-party pricing agencies. The estimated fair values are derived primarily from cash flow models, which include assumptions for interest rates, credit losses, and prepayment speeds. The significant inputs utilized in the cash flow models are based on market data obtained from sources independent of the Corporation (observable inputs), and are therefore classified as Level 2 within the fair value hierarchy. The Corporation does not have any Level 3 inputs for securities. There were no transfers between Level 1 and Level 2 during 2021 and 2020. 91 Table of Contents Financial Assets Measured at Fair Value on a Nonrecurring Basis At December 31, 2021 and 2020, impaired loans measured at fair value on a nonrecurring basis and the valuation methods used are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at December 31, 2021 ​ ​ ​ ​ Impaired loans: ​ ​ ​ ​ Commercial Real Estate ​ $ — ​ $ — ​ $ 5,954 ​ $ 5,954 Residential Real Estate ​ — ​ — ​ 30 ​ 30 Total impaired loans ​ $ — ​ $ — ​ $ 5,984 ​ $ 5,984 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at December 31, 2020 ​ ​ ​ ​ Impaired loans: ​ ​ ​ ​ Commercial Real Estate ​ $ — ​ $ — ​ $ 6,497 ​ $ 6,497 Residential Real Estate ​ — ​ — ​ 111 ​ 111 Total impaired loans ​ $ — ​ $ — ​ $ 6,608 ​ $ 6,608 ​ The Corporation’s impaired loan valuation procedure for any loans greater than $ 250,000 requires an appraisal to be obtained and reviewed annually at year end unless the Board of Directors waives such requirement for a specific loan, in favor of obtaining a Certificate of Inspection instead, defined as an internal evaluation completed by the Corporation. A quarterly collateral evaluation is performed which may include a site visit, property pictures and discussions with realtors and other similar business professionals to ascertain current values. For impaired loans less than $ 250,000 upon classification and annually at year end, the Corporation completes a Certificate of Inspection, which includes an onsite inspection, and considers value indicators such as insured values, tax assessed values, recent sales comparisons and a review of the previous evaluations. These assets are included as Level 3 fair values, based upon the lowest level that is significant to the fair value measurements. The fair value consists of the impaired loan balances less the valuation allowance and/or charge-offs. There were no transfers between valuation levels in 2021 and 2020. Nonfinancial Assets Measured at Fair Value on a Nonrecurring Basis At December 31, 2021 and 2020, foreclosed assets held for resale measured at fair value on a nonrecurring basis and the valuation methods used are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at December 31, 2021 ​ ​ ​ ​ Foreclosed assets held for resale: ​ ​ ​ ​ Commercial Real Estate ​ $ — ​ $ — ​ $ — ​ $ — Total foreclosed assets held for resale ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at December 31, 2020 ​ ​ ​ ​ Foreclosed assets held for resale: ​ ​ ​ ​ Commercial Real Estate ​ $ — ​ $ — ​ $ 28 ​ $ 28 Total foreclosed assets held for resale ​ $ — ​ $ — ​ $ 28 ​ $ 28 ​ The Corporation’s foreclosed asset valuation procedure requires an appraisal or a Certificate of Inspection, which considers the sales prices of similar properties in the proximate vicinity, to be completed periodically with the exception of those cases in which the Bank has obtained a sales agreement. These assets are included as Level 3 fair values, based upon the lowest level that is significant to the fair value measurements. There were no transfers between valuation levels in 2021 and 2020. 92 Table of Contents The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Corporation has utilized Level 3 inputs to determine the fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Quantitative Information about Level 3 Fair Value Measurements ​ ​ Fair Value ​ ​ ​ ​ ​ ​ ​ Weighted December 31, 2021 Estimate Valuation Technique Unobservable Input Range Average Impaired loans - collateral dependent ​ $ 3,120 Appraisal of collateral 1,3 Certificate of Inspection 1,3 Appraisal adjustments 2 Qualitative Adjustments 4 ( 15 % ) – ( 44 % ) ( 15 %) Impaired loans - other ​ $ 2,864 Discounted cash flow Discount rate ( 7 % ) – ( 7 % ) ( 7 %) Foreclosed assets held for resale ​ $ — Appraisal of collateral 1,3 Certificate of Inspection 1,3 Appraisal adjustments 2 Qualitative Adjustments 4 ( 0 % ) –( 0 % ) ( 0 %) ​ ​ December 31, 2020 ​ Impaired loans - collateral dependent ​ $ 3,679 Appraisal of collateral 1,3 Certificate of Inspection 1,3 Appraisal adjustments 2 Qualitative Adjustments 4 ( 15 % ) – ( 73 % ) ( 17 %) Impaired loans - other ​ $ 2,929 Discounted cash flow Discount rate ( 7 % ) – ( 7 % ) ( 7 %) Foreclosed assets held for resale ​ $ 28 Appraisal of collateral 1,3 Certificate of Inspection 1,3 Appraisal adjustments 2 Qualitative Adjustments 4 ( 28 % ) – ( 28 % ) ( 28 %) 1. Fair value is generally determined through independent appraisals or Certificates of Inspection of the underlying collateral, as defined by Bank regulators. 2. Appraisals may be adjusted downward by management for qualitative factors such as economic conditions and estimated liquidation expenses. The typical range of appraisal adjustments are presented as a percent of the appraisal value. 3. Includes qualitative adjustments by management and estimated liquidation expenses. 4. Collateral values may be adjusted downward by management for qualitative factors such as economic conditions and estimated liquidation expenses. ​ Fair Value of Financial Instruments Measured on a Nonrecurring Basis ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Carrying ​ Fair Value Measurements at December 31, 2021 ​ Amount Level 1 Level 2 Level 3 Total FINANCIAL ASSETS: ​ ​ ​ ​ ​ Cash and due from banks ​ $ 9,600 ​ $ 9,600 ​ $ — ​ $ — ​ $ 9,600 Interest-bearing deposits in other banks ​ 51,738 ​ — ​ 51,738 ​ — ​ 51,738 Time deposits with other banks ​ 247 ​ — ​ 247 ​ — ​ 247 Restricted investment in bank stocks ​ 1,919 ​ — ​ 1,919 ​ — ​ 1,919 Net loans ​ 744,161 ​ — ​ — ​ 762,914 ​ 762,914 Mortgage servicing rights ​ 367 ​ — ​ — ​ 367 ​ 367 Accrued interest receivable ​ 4,361 ​ — ​ 4,361 ​ — ​ 4,361 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FINANCIAL LIABILITIES: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Demand, savings and other deposits ​ 904,877 ​ — ​ 904,877 ​ — ​ 904,877 Time deposits ​ 173,092 ​ — ​ 172,897 ​ — ​ 172,897 Short-term borrowings ​ 27,377 ​ — ​ 27,380 ​ — ​ 27,380 Long-term borrowings ​ 35,000 ​ — ​ 35,987 ​ — ​ 35,987 Subordinated debentures ​ ​ 25,000 ​ ​ — ​ ​ 24,384 ​ ​ — ​ ​ 24,384 Accrued interest payable ​ 251 ​ — ​ 251 ​ — ​ 251 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OFF-BALANCE SHEET FINANCIAL INSTRUMENTS ​ — ​ — ​ — ​ — ​ — ​ ​ 93 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Carrying ​ Fair Value Measurements at December 31, 2020 ​ Amount Level 1 Level 2 Level 3 Total FINANCIAL ASSETS: ​ ​ ​ ​ ​ Cash and due from banks ​ $ 8,833 ​ $ 8,833 ​ $ — ​ $ — ​ $ 8,833 Interest-bearing deposits in other banks ​ 15,347 ​ — ​ 15,347 ​ — ​ 15,347 Time deposits with other banks ​ 247 ​ — ​ 253 ​ — ​ 253 Restricted investment in bank stocks ​ 2,247 ​ — ​ 2,247 ​ — ​ 2,247 Net loans ​ 712,677 ​ — ​ — ​ 741,934 ​ 741,934 Mortgage servicing rights ​ 262 ​ — ​ — ​ 262 ​ 262 Accrued interest receivable ​ 4,544 ​ — ​ 4,544 ​ — ​ 4,544 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FINANCIAL LIABILITIES: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Demand, savings and other deposits ​ 743,660 ​ — ​ 743,660 ​ — ​ 743,660 Time deposits ​ 193,828 ​ — ​ 196,200 ​ — ​ 196,200 Short-term borrowings ​ 19,494 ​ — ​ 19,498 ​ — ​ 19,498 Long-term borrowings ​ 45,000 ​ — ​ 47,237 ​ — ​ 47,237 Subordinated debentures ​ 25,000 ​ ​ — ​ ​ 25,378 ​ ​ — ​ ​ 25,378 Accrued interest payable ​ ​ 405 ​ — ​ 405 ​ — ​ 405 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OFF-BALANCE SHEET FINANCIAL INSTRUMENTS ​ ​ — ​ — ​ — ​ — ​ — ​ ​ NOTE 17 — REVENUE RECOGNITION As of January 1, 2018, the Corporation adopted ASU 2014-09 Revenue from Contracts with Customers - Topic 606 and all subsequent ASUs that modified ASC 606. The Corporation has elected to apply the ASU and all related ASUs using the modified retrospective implementation method. The implementation of the guidance had no material impact on the measurement or recognition of revenue of prior periods, however, additional disclosures have been added in accordance with the ASU. The main types of revenue contracts included in non-interest income within the Consolidated Statements of Income which are subject to ASC 606 are as follows: Deposits related fees and service charges Service charges and fees on deposits, which are included as liabilities in the consolidated balance sheets, consist of fees related to monthly fees for various retail and business checking accounts, automated teller machine (“ATM”) fees (charged for withdrawals by our deposit customers from other bank ATMs) and insufficient funds fees (“NSF”) (which are charged when customers overdraw their accounts beyond available funds). All deposit liabilities are considered to have one-day terms and therefore related fees are recognized in income at the time when the services are provided to the customers. The Corporation elected to adopt practical expedient related to incremental costs of obtaining deposit contracts. As such, any costs associated with acquiring the deposits, except for certificate of deposits (“CDs”) with maturities in excess of one year, are recognized as an expense within the non-interest expense in the consolidated statements of income when incurred as the amortization period of the deposit liabilities that otherwise would have been recognized is one year or less. Wealth/Asset/Trust Management Fees Wealth management services are delivered to individuals, corporations and retirement funds located primarily within our geographic markets. The Trust Department of the Corporation conducts the wealth management operations, which provides a broad range of personal and corporate fiduciary services, including the administration of estates. ​ 94 Table of Contents Assets held in a fiduciary capacity by the Trust Department are not assets of the Corporation and, therefore, are not included in our Consolidated Financial Statements. Wealth management fees, which are contractually agreed with each customer, are earned each month and recognized on a cash basis based on average fair value of the trust assets under management. The services provided under such a contract are considered a single performance obligation under ASC 606 because they embody a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. Wealth management fees charged by the Trust Department follow a tiered structure based on the type and size of the assets under management. Wealth management fees are included within non-interest income in the consolidated statements of income. As of December 31, 2021 and 2020, the fair value of trust assets under management was $ 108,339,000 and $ 107,336,000 , respectively. The costs of acquiring asset management customers are incremental and recognized within the non-interest expense of the consolidated statements of income. Interchange Fees and Surcharges Interchange fees are related to the acceptance and settlement of debit card transactions, both point-of-sale and ATM, to cover operating costs and risks associated with the approval and settlement of the transactions. Interchange fees vary by type of transaction and each merchant sector. Net income recognized from interchange fees is included in non-interest income on the consolidated statements of income. A surcharge is assessed for use of the Corporation’s ATMs by non-customers. All interchange fees and surcharges are recognized as received on a daily basis for the prior business day’s transactions. All expenses related to the settlement of debit card transactions (both point-of-sale and ATM) are recognized on a monthly basis and included in non-interest expense on the consolidated statements of income. ​ NOTE 18 – GOODWILL Goodwill resulted from the acquisition of the Pocono Community Bank in November 2007 and of certain fixed and operating assets acquired and deposit liabilities assumed of the branch of another financial institution in Danville, Pennsylvania, in January 2004. Such goodwill represents the excess cost of the acquired assets relative to the assets’ fair value at the dates of acquisition. In accordance with current accounting standards, goodwill is not amortized. Goodwill totaled $ 19,133,000 at December 31, 2021 and December 31, 2020. Impairment testing is performed on an annual basis, using either a qualitative or quantitative approach. The assumptions used in the impairment test of goodwill are susceptible to change based on changes in economic conditions and other factors, including our stock price. Any change in the assumptions utilized to determine the carrying value of goodwill could adversely affect our results of operations. Management notes that the emergence of COVID-19 as a global pandemic in 2020 and throughout 2021 resulted in significant deterioration in general economic conditions and the environment in which the Company operates. This uncertainty in 2020 resulted in significant decreases in the market prices for the stock of institutions in the financial services industry, including the Company, however, many stock prices recovered through the end of 2020 and throughout 2021. Goodwill was evaluated for impairment at December 31, 2021, and it was determined that goodwill was not impaired. Management evaluated the need for an interim goodwill impairment analysis and determined that there were no triggering events or negative factors affecting goodwill since the previous test that would indicate goodwill was impaired as of December 31, 2021. ​ 95 Table of Contents NOTE 19 — PARENT COMPANY FINANCIAL INFORMATION Condensed financial information for First Keystone Corporation (parent company only) was as follows: BALANCE SHEETS ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 ASSETS ​ ​ Cash ​ $ 13,788 ​ $ 14,022 Investment in banking subsidiary ​ 157,675 ​ 153,645 Marketable equity securities ​ 1,962 ​ 1,646 Prepaid expenses and other assets ​ 894 ​ 778 TOTAL ASSETS ​ $ 174,319 ​ $ 170,091 ​ ​ ​ ​ LIABILITIES ​ ​ ​ Advances from banking subsidiary ​ $ 413 ​ $ 523 Subordinated Debentures ​ ​ 25,000 ​ ​ 25,000 Accrued expenses and other liabilities ​ 351 ​ 326 TOTAL LIABILITIES ​ 25,764 ​ 25,849 ​ ​ ​ ​ STOCKHOLDERS’ EQUITY ​ ​ ​ Common stock ​ 12,358 ​ 12,231 Surplus ​ 40,940 ​ 39,543 Retained earnings ​ 93,378 ​ 85,307 Accumulated other comprehensive income ​ 7,588 ​ 12,870 Treasury stock, at cost ​ ( 5,709 ) ​ ( 5,709 ) TOTAL STOCKHOLDERS’ EQUITY ​ 148,555 ​ 144,242 ​ ​ ​ ​ TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY ​ $ 174,319 ​ $ 170,091 ​ ​ STATEMENTS OF INCOME ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2021 2020 INCOME ​ ​ Dividends from subsidiary bank ​ $ 6,043 ​ $ 6,102 Net securities gains (losses) ​ 323 ​ ( 287 ) Other income ​ 105 ​ 89 TOTAL INCOME ​ 6,471 ​ 5,904 ​ ​ ​ ​ ​ ​ ​ EXPENSE ​ ​ ​ ​ ​ ​ Interest on subordinated debt ​ ​ 1,094 ​ ​ 64 Other expense ​ 187 ​ 181 TOTAL EXPENSE ​ 1,281 ​ 245 ​ ​ ​ ​ ​ ​ ​ INCOME BEFORE INCOME TAX BENEFIT ​ ​ 5,190 ​ ​ 5,659 INCOME TAX BENEFIT ​ ( 186 ) ​ ( 98 ) ​ ​ 5,376 ​ 5,757 EQUITY IN UNDISTRIBUTED EARNINGS OF BANKING SUBSIDIARY ​ 9,312 ​ 6,080 ​ ​ ​ ​ ​ ​ ​ NET INCOME ​ $ 14,688 ​ $ 11,837 96 Table of Contents ​ STATEMENTS OF COMPREHENSIVE INCOME ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2021 2020 Net Income ​ $ 14,688 ​ $ 11,837 ​ ​ ​ ​ ​ ​ ​ Other comprehensive income: ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity in other comprehensive income of banking subsidiary ​ ( 5,282 ) ​ 8,649 ​ ​ ​ ​ ​ ​ ​ Total other comprehensive income ​ ( 5,282 ) ​ 8,649 Total Comprehensive Income ​ $ 9,406 ​ $ 20,486 ​ ​ ​ STATEMENTS OF CASH FLOWS ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ Net income ​ $ 14,688 ​ $ 11,837 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ (Gains) losses on securities ​ ( 323 ) ​ 287 Deferred income tax expense (benefit) ​ 91 ​ ( 83 ) Equity in undistributed earnings of banking subsidiary ​ ( 9,312 ) ​ ( 6,080 ) Investment in banking subsidiary ​ ​ — ​ ​ ( 22,500 ) Increase in prepaid/accrued expenses and other assets/liabilities ​ ( 168 ) ​ ( 563 ) (Decrease) increase in advances from banking subsidiary ​ ( 110 ) ​ 141 NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES ​ 4,866 ​ ( 16,961 ) ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES: ​ ​ ​ ​ ​ ​ Proceeds from sales of equity securities ​ ​ 6 ​ ​ — NET CASH PROVIDED BY INVESTING ACTIVITIES ​ ​ 6 ​ ​ — ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES: ​ ​ ​ Proceeds from issuance of subordinated debentures ​ ​ — ​ ​ 25,000 Proceeds from issuance of common stock ​ 1,511 ​ 1,298 Dividends paid ​ ( 6,617 ) ​ ( 6,308 ) NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES ​ ( 5,106 ) ​ 19,990 ​ ​ ​ ​ ​ ​ ​ (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ​ ( 234 ) ​ 3,029 CASH AND CASH EQUIVALENTS, BEGINNING ​ 14,022 ​ 10,993 CASH AND CASH EQUIVALENTS, ENDING ​ $ 13,788 ​ $ 14,022 ​ ​ 97 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ​