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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number: 001-34527

EMCLAIRE FINANCIAL CORP

(Exact name of registrant as specified in its charter)

Pennsylvania	25-1606091
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

612 Main Street, Emlenton, Pennsylvania	16373
(Address of principal executive offices)	(Zip Code)

(844) 767-2311

(Registrant’s telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $1.25 per share	EMCF	NASDAQ Capital Market (NASDAQ)
(Title of Class)	(Trading Symbol)	(Name of exchange on which registered)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒

Smaller reporting company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the Registrant’s common stock was 2,735,212 at August 12, 2022.

Table of Contents

EMCLAIRE FINANCIAL CORP

INDEX TO QUARTERLY REPORT ON FORM 10-Q

PART I – FINANCIAL INFORMATION

Item 1.	Interim Financial Statements (Unaudited)

	Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	1

	Consolidated Statements of Net Income for the three and six months ended June 30, 2022 and 2021	2

	Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2022 and 2021	3

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021	4

	Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2022 and 2021	5

	Notes to Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	32

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Mine Safety Disclosures	33

Item 5.	Other Information	33

Item 6.	Exhibits	33

Signatures		34

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements

Emclaire Financial Corp

Consolidated Balance Sheets (Unaudited)

As of June 30, 2022 and December 31, 2021

(Dollar amounts in thousands, except share and per share data)

	*June 30, 2022*			*December 31, 2021*
Assets
Cash and due from banks	$	3,767		$	3,505
Interest earning deposits with banks		7,887			5,575
Total cash and cash equivalents		11,654			9,080
Interest earning time deposits		1,490			2,484
Securities - available-for-sale		151,139			186,270
Securities - equity investments		3			5
Loans held for sale		—			469
Loans receivable, net of allowance for loan losses of $10,525 and $10,393		800,151			780,010
Federal bank stocks, at cost		5,527			5,715
Bank-owned life insurance		22,199			21,902
Accrued interest receivable		3,563			3,731
Premises and equipment, net		16,019			16,444
Goodwill		19,460			19,460
Core deposit intangible, net		822			899
Prepaid expenses and other assets		17,717			13,039
Total Assets	$	1,049,744		$	1,059,508
Liabilities and Stockholders' Equity
Liabilities
Deposits:
Non-interest bearing	$	232,411		$	221,993
Interest bearing		705,170			696,503
Total deposits		937,581			918,496
Short-term borrowed funds		18,000			7,050
Long-term borrowed funds		—			15,000
Accrued interest payable		313			338
Accrued expenses and other liabilities		13,648			21,665
Total Liabilities		969,542			962,549
Stockholders' Equity
Preferred stock, $1.00 par value, 3,000,000 shares authorized; Series C, non-cumulative preferred stock, $2.9 million liquidation value, 286,888 shares issued and outstanding; Series D, non-cumulative preferred stock, $1.3 million liquidation value, 133,705 shares issued and outstanding		4,206			4,206
Common stock, $1.25 par value, 12,000,000 shares authorized; 2,837,229 shares issued; 2,735,212 shares outstanding		3,547			3,547
Additional paid-in capital		47,866			47,645
Treasury stock, at cost; 102,017 shares		(2,114	)		(2,114	)
Retained earnings		51,727			48,852
Accumulated other comprehensive loss		(25,030	)		(5,177	)
Total Stockholders' Equity		80,202			96,959
Total Liabilities and Stockholders' Equity	$	1,049,744		$	1,059,508

See accompanying notes to consolidated financial statements.

Table of Contents

Emclaire Financial Corp

Consolidated Statements of Net Income (Unaudited)

For the three and six months ended June 30, 2022 and 2021

(Dollar amounts in thousands, except share and per share data)

	*For the three months ended June 30,*					*For the six months ended June 30,*
	*2022*			*2021*		*2022*			*2021*
Interest and dividend income:
Loans receivable, including fees	$	7,970		$	7,647	$	15,582		$	15,943
Securities:
Taxable		704			623		1,399			1,123
Exempt from federal income tax		275			233		560			435
Federal bank stocks		74			77		145			146
Interest earning deposits with banks		7			33		10			64
Total interest and dividend income		9,030			8,613		17,696			17,711
Interest expense:
Deposits		827			1,214		1,649			2,481
Borrowed funds		104			181		209			360
Total interest expense		931			1,395		1,858			2,841
Net interest income		8,099			7,218		15,838			14,870
Provision for loan losses		375			250		295			525
Net interest income after provision for loan losses		7,724			6,968		15,543			14,345
Noninterest income:
Fees and service charges		404			335		806			661
Net realized gain (loss) on sales of securities		(103	)		4		(93	)		29
Net gain (loss) on sales of loans		(4	)		100		(7	)		202
Earnings on bank-owned life insurance		158			117		297			212
Other		495			522		955			1,026
Total noninterest income		950			1,078		1,958			2,130
Noninterest expense:
Compensation and employee benefits		2,773			2,935		5,665			5,957
Premises and equipment		820			799		1,668			1,660
Intangible asset amortization		38			39		76			78
Professional fees		523			267		1,006			537
Federal deposit insurance		119			131		269			289
Other		1,593			1,546		3,056			3,009
Total noninterest expense		5,866			5,717		11,740			11,530
Income before provision for income taxes		2,808			2,329		5,761			4,945
Provision for income taxes		571			395		1,088			837
Net income		2,237			1,934		4,673			4,108
Preferred stock dividends		102			95		102			95
Net income available to common stockholders	$	2,135		$	1,839	$	4,571		$	4,013
Basic earnings per common share	$	0.78		$	0.68	$	1.67		$	1.47
Diluted earnings per common share		0.77			0.67		1.65			1.46
Average common shares outstanding - basic		2,735,212			2,721,212		2,735,212			2,721,212
Average common shares outstanding - diluted		2,765,913			2,744,344		2,762,336			2,742,269

See accompanying notes to consolidated financial statements.

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Emclaire Financial Corp

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

For the three and six months ended June 30, 2022 and 2021

(Dollar amounts in thousands)

	*For the three months ended June 30,*						*For the six months ended June 30,*
	*2022*			*2021*			*2022*			*2021*
Net income	$	2,237		$	1,934		$	4,673		$	4,108
Other comprehensive income (loss)
Unrealized gains/(losses) on securities available-for-sale:
Unrealized holding gain/(loss) arising during the period		(10,037	)		1,558			(25,224	)		(1,049	)
Reclassification adjustment for (gains)/losses included in net income		103			(4	)		93			(29	)
Net period change		(9,934	)		1,554			(25,131	)		(1,078	)
Tax effect		2,086			(326	)		5,278			226
Net of tax		(7,848	)		1,228			(19,853	)		(852	)
Comprehensive income (loss)	$	(5,611	)	$	3,162		$	(15,180	)	$	3,256

See accompanying notes to consolidated financial statements.

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Emclaire Financial Corp

Condensed Consolidated Statements of Cash Flows (Unaudited)

For the six months ended June 30, 2022 and 2021

(Dollar amounts in thousands)

	*For the six months ended June 30,*
	*2022*			*2021*
Cash flows from operating activities
Net income	$	4,673		$	4,108
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment		659			692
Provision for loan losses		295			525
Amortization/accretion of premiums, discounts and deferred costs and fees, net		769			70
Amortization of operating lease right-of-use assets		109			71
Amortization of intangible assets and mortgage servicing rights		119			130
Realized (gain) loss on sales of debt securities, net		93			(29	)
Change in fair value of equity securities		3			5
Net (gain) loss on sales of loans		7			(202	)
Net gain on foreclosed real estate		—			(35	)
Net loss on sale of premises and equipment		—			16
Loans originated for sale		(1,234	)		(8,285	)
Proceeds from the sale of loans originated for sale		1,695			8,562
Stock compensation expense		221			224
Increase in bank-owned life insurance		(297	)		(212	)
(Increase) decrease in accrued interest receivable		168			(354	)
(Increase) decrease in prepaid expenses and other assets		595			(365	)
Decrease in accrued interest payable		(25	)		(26	)
Increase (decrease) in accrued expenses and other liabilities		(8,016	)		7,317
Net cash provided by (used in) operating activities		(166	)		12,212
Cash flows from investing activities
Loan originations and principal collections, net		(21,172	)		4,938
Proceeds from sales of loans held for sale previously classified as portfolio loans		—			700
Available-for-sale securities:
Sales		6,858			248
Maturities, repayments and calls		6,515			9,753
Purchases		(3,645	)		(81,868	)
Purchase of federal bank stocks		(3,559	)		(700	)
Redemption of federal bank stocks		3,746			489
Net change in interest earning time deposits		994			2,238
Proceeds from the sale of bank premises and equipment		—			971
Purchases of premises and equipment		(234	)		(247	)
Proceeds from the sale of foreclosed real estate		—			380
Net cash used in investing activities		(10,497	)		(63,098	)
Cash flows from financing activities
Net increase in deposits		19,085			65,692
Repayments on long-term debt		(15,000	)		—
Net change in short-term borrowings		10,950			—
Dividends paid		(1,798	)		(1,727	)
Net cash provided by financing activities		13,237			63,965
Net increase in cash and cash equivalents		2,574			13,079
Cash and cash equivalents at beginning of period		9,080			37,439
Cash and cash equivalents at end of period	$	11,654		$	50,518
Supplemental information:
Interest paid	$	1,883		$	2,867
Income taxes paid		1,250			1,650
Supplemental noncash disclosure:
Transfers from loans to foreclosed real estate		144			—
Transfers from portfolio loans to loans held for sale		—			700
Bonds purchased, not yet settled		—			7,992

See accompanying notes to consolidated financial statements.

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Emclaire Financial Corp

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

For the three and six months ended June 30, 2022 and 2021

(Dollar amounts in thousands, except per share data)

	*Preferred Stock*		*Additional Paid-in Capital - Preferred*		*Common Stock*		*Additional Paid-in Capital - Common*		*Treasury Stock*			*Retained Earnings*			*Accumulated Other Comprehensive Loss*			*Total Stockholders' Equity*
Balance at January 1, 2021	$	421	$	3,785	$	3,529	$	47,200	$	(2,114	)	$	42,143		$	(3,484	)	$	91,480
Net income		—		—		—		—		—			2,174			—			2,174
Other comprehensive loss		—		—		—		—		—			—			(2,080	)		(2,080	)
Stock compensation expense		—		—		—		112		—			—			—			112
Cash dividends declared on common stock ($0.30 per share)		—		—		—		—		—			(816	)		—			(816	)
Balance at March 31, 2021		421		3,785		3,529		47,312		(2,114	)		43,501			(5,564	)		90,870
Net income		—		—		—		—		—			1,934			—			1,934
Other comprehensive income		—		—		—		—		—			—			1,228			1,228
Cash dividends declared on preferred stock		—		—		—		—		—			(95	)		—			(95	)
Stock compensation expense		—		—		—		112		—			—			—			112
Cash dividends declared on common stock ($0.30 per share)		—		—		—		—		—			(816	)		—			(816	)
Balance at June 30, 2021		421		3,785		3,529		47,424		(2,114	)		44,524			(4,336	)		93,233

Balance at January 1, 2022	$	421	$	3,785	$	3,547	$	47,645	$	(2,114	)	$	48,852		$	(5,177	)	$	96,959
Net income		—		—		—		—		—			2,436			—			2,436
Other comprehensive loss		—		—		—		—		—			—			(12,005	)		(12,005	)
Stock compensation expense		—		—		—		120		—			—			—			120
Cash dividends declared on common stock ($0.31 per share)		—		—		—		—		—			(848	)		—			(848	)
Balance at March 31, 2022		421		3,785		3,547		47,765		(2,114	)		50,440			(17,182	)		86,662
Net income		—		—		—		—		—			2,237			—			2,237
Other comprehensive loss		—		—		—		—		—			—			(7,848	)		(7,848	)
Cash dividends declared on preferred stock		—		—		—		—		—			(102	)		—			(102	)
Stock compensation expense		—		—		—		101		—			—			—			101
Cash dividends declared on common stock ($0.31 per share)		—		—		—		—		—			(848	)		—			(848	)
Balance at June 30, 2022	$	421	$	3,785	$	3,547	$	47,866	$	(2,114	)	$	51,727		$	(25,030	)	$	80,202

See accompanying notes to consolidated financial statements.

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Emclaire Financial Corp

Notes to Consolidated Financial Statements (Unaudited)

1.	Nature of Operations and Basis of Presentation

Emclaire Financial Corp (the Corporation) is a Pennsylvania corporation and the holding company of The Farmers National Bank of Emlenton (the Bank). The Corporation provides a variety of financial services to individuals and businesses through its offices in western Pennsylvania. Its primary deposit products are checking, savings and term certificate accounts and its primary lending products are residential and commercial mortgages, commercial business loans and consumer loans.

The consolidated financial statements include the accounts of the Corporation and its wholly owned subsidiary, the Bank. All significant intercompany transactions and balances have been eliminated in preparing the consolidated financial statements.

The accompanying unaudited consolidated financial statements for the interim periods include all adjustments, consisting of normal recurring accruals, which are necessary, in the opinion of management, to fairly reflect the Corporation’s consolidated financial position and results of operations. Additionally, these consolidated financial statements for the interim periods have been prepared in accordance with instructions for the Securities and Exchange Commission’s (SEC’s) Form 10-Q and Article 10 of Regulation S-X and therefore do not include all information or footnotes necessary for a complete presentation of financial condition, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America (GAAP). For further information, refer to the audited consolidated financial statements and footnotes thereto for the year ended December 31, 2021, as contained in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC.

The balance sheet at December 31, 2021 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements.

The preparation of financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The results of operations for interim quarterly or year-to-date periods are not necessarily indicative of the results that may be expected for the entire year or any other period. Certain amounts previously reported may have been reclassified to conform to the current year’s financial statement presentation.

The outbreak of the novel coronavirus (COVID-19) has adversely impacted and continues to impact certain industries in which the Corporation's clients operate and may have impaired their ability to fulfill their outstanding obligations due to continued financial distress. The spread of COVID-19 has caused unprecedented uncertainty, volatility and disruption in the U.S. and global economy at large. The Corporation's business is dependent upon the willingness and ability of our employees and clients to conduct banking and other financial transactions. With the easing of restrictions during the latter part of 2020 and into 2021, and the availability and distribution of vaccines, the U.S. economy has slowly begun to improve as consumer and business spending has rebounded in recent months. However, the lasting effects are uncertain as government aid programs and stimulus packages taper, and the ultimate long-term impact of the business shutdowns that occurred as a result of COVID-19 remains uncertain in many sectors of the economy, such as the travel, hospitality and entertainment industries. This may cause business sectors that have had better recoveries not to be able to maintain those recoveries in the long term. Although the Corporation has business continuity plans and other safeguards in place, there is no assurance that such plans and safeguards will continue to be effective.

To help address the impact of the COVID-19 pandemic on the economy and financial markets, the Board of Governors of the Federal Reserve System lowered the federal funds target rate to a range of between zero and 0.25% during the first quarter of 2020. Throughout 2021, the Federal Reserve continued to maintain the targeted federal funds rate at these levels because of the pandemic-related risks to the economy. The Corporation's earnings and related cash flows are largely dependent upon net interest income, representing the difference between interest income received on interest-earning assets, primarily loans and securities, and the interest paid on interest-bearing liabilities, primarily customer deposits and borrowed funds. As a result of the significant decline in interest rates and prepayments on higher yielding existing loans, the yield on the total loan portfolio has decreased. Additionally, with significant cash inflows realized from a growth in deposits and the forgiveness of Paycheck Protection Program (PPP) loans, the current yields on funds reinvested into the purchase of securities are lower than existing portfolio yields. However, the fees arising from the PPP loan program have mitigated some of this decline during 2020 and 2021. As economic conditions have started to improve, the Federal Reserve has begun to shift its focus to limiting the inflationary and other potentially adverse effects of the expiration of government aid programs and stimulus packages and has begun raising interest rates. Since the Corporation's balance sheet is asset sensitive and rate sensitive assets reprice more quickly than rate sensitive liabilities, margin compression may be somewhat mitigated during 2022 as the Federal Reserve raises rates.

The U.S. government also enacted certain fiscal stimulus measures in several phases to assist in counteracting the economic disruptions caused by the pandemic. On March 6, 2020, the Coronavirus Preparedness and Response Supplemental Appropriations Act was enacted to authorize funding for research and development of vaccines and to allocate money to state and local governments for response and containment measures. On March 18, 2020, the Families First Coronavirus Response Act was put in place to provide for paid sick/medical leave, no-cost coverage for testing, expanded unemployment benefits and additional funding to states for the ongoing economic consequences of the pandemic. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed by the President of the United States. Among other measures, the CARES Act provided $349 billion for the PPP loans administered by the Small Business Administration (SBA) to assist qualified small businesses with certain operational expenses, certain credits for individuals and their dependents against their 2020 personal income tax and expanded eligibility for unemployment benefits. This legislation was later amended on April 24, 2020, by the Paycheck Protection Program and Healthcare Enhancement Act (PPPHE Act) which provided an additional $310 billion of funding for PPP loans. In December 2020, the Bipartisan-Bicameral Omnibus COVID Relief Deal was enacted to provide additional economic stimulus to individuals and businesses in response to the extended economic distress caused by the pandemic. This included additional stimulus payments to individuals and their dependents, an extension of enhanced unemployment benefits, $284 billion of additional funds for a second round of PPP loans and a new simplified forgiveness procedure for PPP loans of $150,000 or less.

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1.	Nature of Operations and Basis of Presentation (continued)

Certain provisions within the CARES Act encourage financial institutions to practice prudent efforts to work with borrowers impacted by the pandemic. Under these provisions, loan modifications deemed to be COVID-19 related would not be considered a troubled debt restructuring (TDR) if the loan was not more than 30 days past due as of December 31, 2019 and the deferral was executed between March 1, 2020 and the earlier of 60 days after the date of the termination of the COVID-19 national emergency or December 31, 2020. This provision was extended, and expired on January 1, 2022 under the Consolidated Appropriations Act. The banking regulators issued similar guidance, which also clarified that a COVID-19 related modification should not be considered a TDR if the borrower was current on payments at the time the underlying loan modification program was implemented and if the modification is considered to be short-term. The Corporation implemented a short-term modification program to provide relief to consumer and commercial customers following the guidelines of these provisions. Most modifications fall into the 90 to 180-day range with deferred principal and interest due and payable on the maturity date of the existing loans. Specific detail describing these modifications made in relation to the CARES Act can be found in the TDR discussion in "Note 4 - Loans Receivable and Related Allowance for Loan Losses" to the Consolidated Financial Statements.

The Corporation responded to the circumstances surrounding the pandemic to support the safety and well-being of the employees, customers and shareholders by holding meetings virtually, restricting travel and attendance at external gatherings, expending remote-access availability and limiting banking office lobby hours. Remote-access employees have since transitioned back to the office and banking offices resumed normal business hours. The Corporation continues to monitor events related to the pandemic and will take necessary precautions to ensure the safety of its customers and employees.

2.	Earnings per Common Share

Basic earnings per common share (EPS) excludes dilution and is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS includes the dilutive effect of additional potential common shares for assumed issuance of restricted stock.

The factors used in the Corporation’s earnings per common share computation follow:

(Dollar amounts in thousands, except for per share amounts)	For the three months ended June 30,				For the six months ended June 30,
	2022		2021		2022		2021
Net income	$	2,237	$	1,934	$	4,673	$	4,108
Less: Preferred stock dividends		102		95		102		95
Net income available to common stockholders	$	2,135	$	1,839	$	4,571	$	4,013
Average common shares outstanding		2,735,212		2,721,212		2,735,212		2,721,212
Add: Dilutive effects of restricted stock awards		30,701		23,132		27,124		21,057
Average shares and dilutive potential common shares		2,765,913		2,744,344		2,762,336		2,742,269
Basic earnings per common share	$	0.78	$	0.68	$	1.67	$	1.47
Diluted earnings per common share	$	0.77	$	0.67	$	1.65	$	1.46

3.	Securities

Equity Securities

The Corporation held equity securities with fair values of $3,000 and $5,000 at June 30, 2022 and December 31, 2021, respectively. Changes in the fair value of these securities are included in other income on the consolidated statements of net income. During the three and six months ended June 30, 2022, the Corporation recognized a loss of $2,000 and $3,000, respectively, on equity securities held at June 30, 2022, compared to a loss of $3,000 and $5,000, respectively, for the same periods in 2021. During the three and six months ended June 30, 2022 and 2021, the Corporation did not sell any equity securities.

Debt Securities - Available-for-Sale

The following table summarizes the Corporation’s debt securities as of June 30, 2022 and December 31, 2021:

(Dollar amounts in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
June 30, 2022:
U.S. government sponsored entities and agencies	$	6,106	$	—	$	(914	)	$	5,192
U.S. agency mortgage-backed securities: residential		10,594		12		(753	)		9,853
U.S. agency collateralized mortgage obligations: residential		44,978		—		(5,328	)		39,650
State and political subdivisions		89,295		5		(17,459	)		71,841
Corporate debt securities		25,431		41		(869	)		24,603
Total securities available-for-sale	$	176,404	$	58	$	(25,323	)	$	151,139

December 31, 2021:
U.S. government sponsored entities and agencies	$	8,142	$	52	$	(35	)	$	8,159
U.S. agency mortgage-backed securities: residential		12,049		116		(130	)		12,035
U.S. agency collateralized mortgage obligations: residential		50,202		92		(804	)		49,490
State and political subdivisions		92,307		1,099		(844	)		92,562
Corporate debt securities		23,705		424		(105	)		24,024
Total securities available-for-sale	$	186,405	$	1,783	$	(1,918	)	$	186,270

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3.	Securities (continued)

The following table summarizes scheduled maturities of the Corporation’s debt securities as of June 30, 2022. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities and collateralized mortgage obligations are not due at a single maturity and are shown separately.

(Dollar amounts in thousands)	Available-for-sale
	Amortized Cost		Fair Value
Due in one year or less	$	—	$	—
Due after one year through five years		5,108		5,108
Due after five years through ten years		33,425		31,525
Due after ten years		82,299		65,003
Mortgage-backed securities: residential		10,594		9,853
Collateralized mortgage obligations: residential		44,978		39,650
Total securities available-for-sale	$	176,404	$	151,139

Information pertaining to debt securities with gross unrealized losses at June 30, 2022 and December 31, 2021, aggregated by investment category and length of time that individual securities have been in a continuous loss position are included in the table below:

(Dollar amounts in thousands)	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
June 30, 2022:
U.S. government sponsored entities and agencies	$	5,192	$	(914	)	$	—	$	—		$	5,192	$	(914	)
U.S. agency mortgage-backed securities: residential		3,241		(134	)		5,664		(619	)		8,905		(753	)
U.S. agency collateralized mortgage obligations: residential		22,792		(2,546	)		16,858		(2,782	)		39,650		(5,328	)
State and political subdivisions		56,655		(12,825	)		13,959		(4,634	)		70,614		(17,459	)
Corporate debt securities		14,850		(773	)		2,153		(96	)		17,003		(869	)
Total	$	102,730	$	(17,192	)	$	38,634	$	(8,131	)	$	141,364	$	(25,323	)

December 31, 2021:
U.S. government sponsored entities and agencies	$	4,568	$	(35	)	$	—	$	—		$	4,568	$	(35	)
U.S. agency mortgage-backed securities: residential		7,254		(130	)		—		—			7,254		(130	)
U.S. agency collateralized mortgage obligations: residential		39,964		(801	)		1,584		(3	)		41,548		(804	)
State and political subdivisions		39,872		(814	)		1,442		(30	)		41,314		(844	)
Corporate debt securities		6,104		(105	)		—		—			6,104		(105	)
Total	$	97,762	$	(1,885	)	$	3,026	$	(33	)	$	100,788	$	(1,918	)

Gains and losses on sales of securities for the three and six months ended June 30, 2022 and 2021 were as follows:

(Dollar amounts in thousands)	*For the three months ended June 30,*					*For the six months ended June 30,*
	*2022*			*2021*		*2022*			*2021*
Proceeds	$	1,919		$	248	$	6,858		$	248
Gains		—			4		16			29
Losses		(103	)		—		(109	)		—
Tax provision related to gains (losses)		(22	)		1		(20	)		6

Management evaluates debt securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic, market or other conditions warrant such evaluation. Consideration is given to: (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 Corporation has the intent to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis. If the Corporation intends to sell an impaired security, or if it is more likely than not the Corporation will be required to sell the security before its anticipated recovery, the Corporation records an other-than-temporary loss in an amount equal to the entire difference between fair value and amortized cost. Otherwise, only the credit portion of the estimated loss on debt securities is recognized in earnings, with the other portion of the loss recognized in other comprehensive income.

There were 238 debt securities in an unrealized loss position as of June 30, 2022, 66 of which were in an unrealized loss position for more than 12 months. Of these 238 securities, 143 were state and political subdivision securities, 42 were corporate securities, 37 were collateralized mortgage obligations (issued by U.S. government sponsored entities), 12 were mortgage-backed securities and four were agency securities. Management believes the unrealized losses associated with these securities were not due to the deterioration in the credit quality of the issuer that would likely result in the non-collection of contractual principal and interest, but rather have been caused by a rise in interest rates from the time the securities were purchased. Based on that evaluation and other general considerations, and given that the Corporation’s current intention is not to sell any impaired securities and it is more likely than not it will not be required to sell these securities before the recovery of their amortized cost basis, the Corporation does not consider these debt securities with unrealized losses as of June 30, 2022 to be other-than-temporarily impaired.

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4.	Loans Receivable and Related Allowance for Loan Losses

The Corporation’s loans receivable as of the respective dates are summarized as follows:

(Dollar amounts in thousands)	*June 30, 2022*		*December 31, 2021*
Mortgage loans on real estate:
Residential first mortgages	$	291,779	$	273,823
Home equity loans and lines of credit		73,625		75,810
Commercial real estate		342,041		326,341
Total real estate loans		707,445		675,974
Other loans:
Commercial business		57,819		65,877
Consumer		45,412		48,552
Total other loans		103,231		114,429
Total loans, gross		810,676		790,403
Less allowance for loan losses		10,525		10,393
Total loans, net	$	800,151	$	780,010

Included in total loans above are net deferred costs of $3.3 million and $3.3 million at June 30, 2022 and December 31, 2021, respectively. In addition, included in commercial loans at June 30, 2022 and December 31, 2021 were $171,000 and $1.2 million, respectively, of PPP loans that are guaranteed by the SBA. The Corporation received $3.7 million of fees related to the origination of these loans, of which $1.3 million was recognized in 2020, $2.4 million was recognized during 2021, $37,000 was recognized in the six months ended June 30, 2022 and $4,000 is expected be recognized in future periods upon forgiveness by the SBA.

An allowance for loan losses (ALL) is maintained to absorb probable incurred losses from the loan portfolio. The ALL is based on management’s continuing evaluation of the risk characteristics and credit quality of the loan portfolio, assessment of current economic conditions, diversification and size of the portfolio, adequacy of collateral, past and anticipated loss experience and the amount of nonperforming loans. While the Corporation has historically experienced strong trends in asset quality, as a result of the situation regarding the COVID-19 pandemic, management has recognized the need to incorporate factors into the allowance evaluation to help compensate for the effects of any credit deterioration due to the current economic situation.

Management reviews the loan portfolio on a quarterly basis using a defined, consistently applied process in order to make appropriate and timely adjustments to the ALL. When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the ALL.

The allowance for loan losses is based on estimates and actual losses may vary from current estimates. Management believes that the granularity of the homogeneous pools and the related historical loss ratios and other qualitative factors, as well as the consistency in the application of assumptions, result in an ALL that is representative of the risk found in the components of the portfolio at any given date.

At June 30, 2022, there was no allowance for loan losses allocated to loans acquired from United American Savings Bank (2016), Northern Hancock Bank and Trust Co. (2017) or Community First Bancorp, Inc. (2018) because the unaccreted purchase discount still exceeded the calculated allowance.

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4.	Loans Receivable and Related Allowance for Loan Losses (continued)

The following table details activity in the ALL and the recorded investment by portfolio segment based on impairment method:

(Dollar amounts in thousands)	Residential Mortgages			Home Equity & Lines of Credit			Commercial Real Estate			Commercial Business			Consumer			Total
Three months ended June 30, 2022:
Allowance for loan losses:
Beginning Balance	$	2,310		$	485		$	6,444		$	651		$	378		$	10,268
Charge-offs		(17	)		—			—			—			(160	)		(177	)
Recoveries		—			40			11			—			8			59
Provision		212			(32	)		87			(29	)		137			375
Ending Balance	$	2,505		$	493		$	6,542		$	622		$	363		$	10,525

Six months ended June 30, 2022:
Allowance for loan losses:
Beginning Balance	$	2,335		$	525		$	6,253		$	904		$	376		$	10,393
Charge-offs		(17	)		(15	)		—			—			(243	)		(275	)
Recoveries		—			40			58			—			14			112
Provision		187			(57	)		231			(282	)		216			295
Ending Balance	$	2,505		$	493		$	6,542		$	622		$	363		$	10,525

At June 30, 2022:
Ending ALL balance attributable to loans:
Individually evaluated for impairment	$	15		$	—		$	177		$	2		$	—		$	194
Acquired loans collectively evaluated for impairment		—			—			—			—			—			—
Originated loans collectively evaluated for impairment		2,490			493			6,365			620			363			10,331
Total	$	2,505		$	493		$	6,542		$	622		$	363		$	10,525
Total loans:
Individually evaluated for impairment	$	279		$	4		$	2,277		$	84		$	—		$	2,644
Acquired loans collectively evaluated for impairment		24,865			5,666			18,501			1,748			395			51,175
Originated loans collectively evaluated for impairment		266,635			67,955			321,263			55,987			45,017			756,857
Total	$	291,779		$	73,625		$	342,041		$	57,819		$	45,412		$	810,676

At December 31, 2021:
Ending ALL balance attributable to loans:
Individually evaluated for impairment	$	1		$	—		$	88		$	196		$	—		$	285
Acquired loans collectively evaluated for impairment		—			—			—			—			—			—
Originated loans collectively evaluated for impairment		2,334			525			6,165			708			376			10,108
Total	$	2,335		$	525		$	6,253		$	904		$	376		$	10,393
Total loans:
Individually evaluated for impairment	$	294		$	4		$	1,225		$	363		$	—		$	1,886
Acquired loans collectively evaluated for impairment		29,573			6,370			21,471			2,055			538			60,007
Originated loans collectively evaluated for impairment		243,956			69,436			303,645			63,459			48,014			728,510
Total	$	273,823		$	75,810		$	326,341		$	65,877		$	48,552		$	790,403

Three months ended June 30, 2021:
Allowance for loan losses:
Beginning Balance	$	2,660		$	585		$	5,472		$	612		$	356		$	9,685
Charge-offs		—			—			(56	)		—			(38	)		(94	)
Recoveries		—			1			1			—			5			7
Provision		(211	)		(49	)		409			63			38			250
Ending Balance	$	2,449		$	537		$	5,826		$	675		$	361		$	9,848

Six months ended June 30, 2021:
Allowance for loan losses:
Beginning Balance	$	2,774		$	620		$	5,180		$	677		$	329		$	9,580
Charge-offs		—			—			(151	)		—			(128	)		(279	)
Recoveries		—			8			1			1			12			22
Provision		(325	)		(91	)		796			(3	)		148			525
Ending Balance	$	2,449		$	537		$	5,826		$	675		$	361		$	9,848

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4.	Loans Receivable and Related Allowance for Loan Losses (continued)

The following table presents impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary as of June 30, 2022:

(Dollar amounts in thousands)
	Impaired Loans with Specific Allowance
	As of June 30, 2022						For the three months ended June 30, 2022
	Unpaid Principal Balance		Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized in Period		Cash Basis Interest Recognized in Period
Residential first mortgages	$	68	$	68	$	15	$	68	$	1	$	1
Home equity and lines of credit		—		—		—		—		—		—
Commercial real estate		2,060		2,060		177		501		24		24
Commercial business		2		2		2		126		—		—
Consumer		—		—		—		—		—		—
Total	$	2,130	$	2,130	$	194	$	695	$	25	$	25

	For the six months ended June 30, 2022
	Average Recorded Investment		Interest Income Recognized in Period		Cash Basis Interest Recognized in Period
Residential first mortgages	$	68	$	1	$	1
Home equity and lines of credit		—		—		—
Commercial real estate		1,020		52		29
Commercial business		85		—		—
Consumer		—		—		—
Total	$	1,173	$	53	$	30

	Impaired Loans with No Specific Allowance
	As of June 30, 2022				For the three months ended June 30, 2022
	Unpaid Principal Balance		Recorded Investment		Average Recorded Investment		Interest Income Recognized in Period		Cash Basis Interest Recognized in Period
Residential first mortgages	$	323	$	211	$	215	$	1	$	1
Home equity and lines of credit		4		4		4		—		—
Commercial real estate		217		217		1,188		11		11
Commercial business		82		82		84		1		1
Consumer		—		—		—		—		—
Total	$	626	$	514	$	1,491	$	13	$	13

	For the six months ended June 30, 2022
	Average Recorded Investment		Interest Income Recognized in Period		Cash Basis Interest Recognized in Period
Residential first mortgages	$	219	$	2	$	2
Home equity and lines of credit		4		—		—
Commercial real estate		1,014		20		20
Commercial business		94		5		5
Consumer		—		—		—
Total	$	1,331	$	27	$	27

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4.	Loans Receivable and Related Allowance for Loan Losses (continued)

(Dollar amounts in thousands)
	Impaired Loans with Specific Allowance
	As of December 31, 2021						For the year ended December 31, 2021
	Unpaid Principal Balance		Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized in Period		Cash Basis Interest Recognized in Period
Residential first mortgages	$	68	$	68	$	1	$	28	$	3	$	3
Home equity and lines of credit		—		—		—		—		—		—
Commercial real estate		559		559		88		387		30		30
Commercial business		250		250		196		79		8		8
Consumer		—		—		—		—		—		—
Total	$	877	$	877	$	285	$	494	$	41	$	41

	Impaired Loans with No Specific Allowance
	As of December 31, 2021				For the year ended December 31, 2021
	Unpaid Principal Balance		Recorded Investment		Average Recorded Investment		Interest Income Recognized in Period		Cash Basis Interest Recognized in Period
Residential first mortgages	$	338	$	226	$	284	$	3	$	3
Home equity and lines of credit		4		4		4		—		—
Commercial real estate		666		666		990		71		71
Commercial business		113		113		96		5		5
Consumer		—		—		—		—		—
Total	$	1,121	$	1,009	$	1,374	$	79	$	79

(Dollar amounts in thousands)
	Impaired Loans with Specific Allowance
	As of June 30, 2021						For the three months ended June 30, 2021
	Unpaid Principal Balance		Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized in Period		Cash Basis Interest Recognized in Period
Residential first mortgages	$	—	$	—	$	—	$	35	$	—	$	—
Home equity and lines of credit		—		—		—		—		—		—
Commercial real estate		315		315		27		344		5		5
Commercial business		4		4		4		33		—		—
Consumer		—		—		—		—		—		—
Total	$	319	$	319	$	31	$	412	$	5	$	5

	For the six months ended June 30, 2021
	Average Recorded Investment		Interest Income Recognized in Period		Cash Basis Interest Recognized in Period
Residential first mortgages	$	23	$	—	$	—
Home equity and lines of credit		—		—		—
Commercial real estate		356		8		8
Commercial business		48		—		—
Consumer		—		—		—
Total	$	427	$	8	$	8

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4.	Loans Receivable and Related Allowance for Loan Losses (continued)

	Impaired Loans with No Specific Allowance
	As of June 30, 2021				For the three months ended June 30, 2021
	Unpaid Principal Balance		Recorded Investment		Average Recorded Investment		Interest Income Recognized in Period		Cash Basis Interest Recognized in Period
Residential first mortgages	$	424	$	312	$	282	$	1	$	1
Home equity and lines of credit		4		4		4		—		—
Commercial real estate		1,013		1,013		1,053		10		10
Commercial business		120		120		93		2		2
Consumer		—		—		—		—		—
Total	$	1,561	$	1,449	$	1,432	$	13	$	13

	For the six months ended June 30, 2021
	Average Recorded Investment		Interest Income Recognized in Period		Cash Basis Interest Recognized in Period
Residential first mortgages	$	297	$	2	$	2
Home equity and lines of credit		4		—		—
Commercial real estate		1,122		24		24
Commercial business		84		3		3
Consumer		—		—		—
Total	$	1,507	$	29	$	29

Unpaid principal balance includes any loans that have been partially charged off but not forgiven. Accrued interest is not included in the recorded investment in loans presented above or in the tables that follow based on the amounts not being material.

Troubled debt restructurings (TDR). The Corporation has certain loans that have been modified in order to maximize collection of loan balances. If, for economic or legal reasons related to the customer’s financial difficulties, management grants a concession compared to the original terms and conditions of the loan that it would not have otherwise considered, the modified loan is classified as a TDR. Concessions related to TDRs generally do not include forgiveness of principal balances. The Corporation generally does not extend additional credit to borrowers with loans classified as TDRs.

At June 30, 2022 and December 31, 2021, the Corporation had $2.1 million and $346,000, respectively, of loans classified as TDRs, which are included in impaired loans above. The Corporation had allocated $128,000 and $6,000 of specific allowance for these loans at June 30, 2022 and December 31, 2021, respectively.

During the three and six months ended June 30, 2022 the Corporation modified one commercial mortgage loan with a recorded investment of $1.8 million. Modifications to this loan included an interest rate reduction and re-amortization of the principal balance. At June 30, 2022, there was $114,000 of allowance for loan losses allocated to this loan. During the three and six months ended June 30, 2021, the Corporation did not modify any loans as TDRs.

A loan is considered to be in payment default once it is 30 days contractually past due under the modified terms. During the three and six months ended June 30, 2022 and 2021, the Corporation did not have any loans which were modified as TDRs for which there was a payment default within twelve months following the modification.

COVID-19 related deferrals. Under the provisions of the CARES Act, at the peak, the Corporation had granted modifications on 410 loans with an aggregate balance of $110.4 million, representing 13.6% of gross outstanding loan balances. As of June 30, 2022, one loan with a balance of $3.9 million remained on deferral while the remaining loans have resumed normal repayment or have been repaid in full. The characteristics of these modifications are considered short-term and do not result in a reclassification of these loans to TDR status.

Credit Quality Indicators. Management categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors.

Commercial real estate and commercial business loans not identified as impaired are evaluated as risk rated pools of loans utilizing a risk rating practice that is supported by a quarterly special asset review. In this review process, strengths and weaknesses are identified, evaluated and documented for each criticized and classified loan and borrower, strategic action plans are developed, risk ratings are confirmed and the loan’s performance status is reviewed.

Management has determined certain portions of the loan portfolio to be homogeneous in nature and assigns like reserve factors for the following loan pool types: residential real estate, home equity loans and lines of credit, and consumer installment and personal lines of credit.

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4.	Loans Receivable and Related Allowance for Loan Losses (continued)

The reserve allocation for risk rated loan pools is developed by applying the following factors:

Historic: Management utilizes a computer model to develop the historical net charge-off experience which is used to formulate the assumptions employed in the migration analysis applied to estimate losses in the portfolio. Outstanding balance and charge-off information are input into the model and historical loss migration rate assumptions are developed to apply to pass, special mention, substandard and doubtful risk rated loans. A twelve-quarter rolling weighted-average is utilized to estimate probable incurred losses in the portfolios.

Qualitative: Qualitative adjustment factors for pass, special mention, substandard and doubtful ratings are developed and applied to risk rated loans to allow for: quality of lending policies and procedures; national and local economic and business conditions; changes in the nature and volume of the portfolio; experiences, ability and depth of lending management; changes in trends, volume and severity of past due, nonaccrual and classified loans and loss and recovery trends; quality of loan review systems; concentrations of credit and other external factors.

Management uses the following definitions for risk ratings:

Pass: Loans classified as pass typically exhibit good payment performance and have underlying borrowers with acceptable financial trends where repayment capacity is evident. These borrowers typically would have a sufficient cash flow that would allow them to weather an economic downturn and the value of any underlying collateral could withstand a moderate degree of depreciation due to economic conditions.

Special Mention: Loans classified as special mention are characterized by potential weaknesses that could jeopardize repayment as contractually agreed. These loans may exhibit adverse trends such as increasing leverage, shrinking profit margins and/or deteriorating cash flows. These borrowers would inherently be more vulnerable to the application of economic pressures.

Substandard: Loans classified as substandard exhibit weaknesses that are well-defined to the point that repayment is jeopardized. Typically, the Corporation is no longer adequately protected by both the apparent net worth and repayment capacity of the borrower.

Doubtful: Loans classified as doubtful have advanced to the point that collection or liquidation in full, on the basis of currently ascertainable facts, conditions and value, is highly questionable or improbable.

The following table presents the classes of the loan portfolio summarized by the aggregate pass and the criticized categories of special mention, substandard and doubtful within the Corporation’s internal risk rating system as of June 30, 2022 and December 31, 2021:

(Dollar amounts in thousands)
	Not Rated		Pass		Special Mention		Substandard		Doubtful		Total
June 30, 2022:
Residential first mortgages	$	290,833	$	—	$	—	$	946	$	—	$	291,779
Home equity and lines of credit		73,341		—		—		284		—		73,625
Commercial real estate		—		307,780		10,264		23,997		—		342,041
Commercial business		—		52,353		1,260		4,206		—		57,819
Consumer		45,403		—		—		9		—		45,412
Total loans	$	409,577	$	360,133	$	11,524	$	29,442	$	—	$	810,676

December 31, 2021:
Residential first mortgages	$	272,722	$	—	$	—	$	1,101	$	—	$	273,823
Home equity and lines of credit		75,408		—		—		402		—		75,810
Commercial real estate		—		295,891		7,494		22,956		—		326,341
Commercial business		—		59,628		1,356		4,893		—		65,877
Consumer		48,538		—		—		14		—		48,552
Total loans	$	396,668	$	355,519	$	8,850	$	29,366	$	—	$	790,403

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4.	Loans Receivable and Related Allowance for Loan Losses (continued)

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonperforming loans as of June 30, 2022 and December 31, 2021:

(Dollar amounts in thousands)
	Performing						Nonperforming
	Accruing Loans Not Past Due		Accruing 30-59 Days Past Due		Accruing 60-89 Days Past Due		Accruing 90+ Days Past Due		Nonaccrual		Total
June 30, 2022:
Residential first mortgages	$	288,478	$	1,964	$	391	$	249	$	697	$	291,779
Home equity and lines of credit		72,543		661		137		43		241		73,625
Commercial real estate		337,842		1,815		107		—		2,277		342,041
Commercial business		57,472		56		—		206		85		57,819
Consumer		45,029		174		199		—		10		45,412
Total loans	$	801,364	$	4,670	$	834	$	498	$	3,310	$	810,676

December 31, 2021:
Residential first mortgages	$	270,221	$	1,913	$	588	$	291	$	810	$	273,823
Home equity and lines of credit		74,853		230		325		160		242		75,810
Commercial real estate		325,018		73		—		—		1,250		326,341
Commercial business		65,305		—		—		234		338		65,877
Consumer		48,344		117		77		—		14		48,552
Total loans	$	783,741	$	2,333	$	990	$	685	$	2,654	$	790,403

The following table presents the Corporation’s nonaccrual loans by aging category as of June 30, 2022 and December 31, 2021:

(Dollar amounts in thousands)
	Not Past Due		30-59 Days Past Due		60-89 Days Past Due		90 Days + Past Due		Total
June 30, 2022:
Residential first mortgages	$	184	$	—	$	68	$	445	$	697
Home equity and lines of credit		4		—		—		237		241
Commercial real estate		2,209		8		—		60		2,277
Commercial business		85		—		—		—		85
Consumer		—		—		—		10		10
Total loans	$	2,482	$	8	$	68	$	752	$	3,310

December 31, 2021:
Residential first mortgages	$	196	$	—	$	69	$	545	$	810
Home equity and lines of credit		4		—		—		238		242
Commercial real estate		1,052		10		—		188		1,250
Commercial business		338		—		—		—		338
Consumer		—		—		—		14		14
Total loans	$	1,590	$	10	$	69	$	985	$	2,654

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5.	Goodwill and Intangible Assets

The following table summarizes the Corporation’s acquired goodwill and intangible assets as of June 30, 2022 and December 31, 2021:

(Dollar amounts in thousands)	*June 30, 2022*				*December 31, 2021*
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Goodwill	$	19,460	$	—	$	19,460	$	—
Core deposit intangibles		5,634		4,811		5,634		4,735
Total	$	25,094	$	4,811	$	25,094	$	4,735

Goodwill resulted from five acquisitions. Goodwill represents the excess of the total purchase price paid for the acquisitions over the fair value of the identifiable assets acquired, net of the fair value of the liabilities assumed. Goodwill is not amortized but is evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value may not be recoverable. Impairment exists when a reporting unit’s carrying value of goodwill exceeds its fair value. The Corporation has selected November 30 as the date to perform the annual impairment test. No goodwill impairment charges were recorded during 2021 or in the first six months of 2022. Although the annual review of goodwill revealed no impairment consideration, management will continue to monitor the status of current economic conditions related to the COVID-19 pandemic in the event that subsequent deterioration would warrant an interim assessment of goodwill. While it is impossible to know the future impact of the evolving economic conditions, the impact could be material.

The core deposit intangible asset, resulting from three acquisitions, is amortized over a weighted average estimated life of the related deposits and is not estimated to have a significant residual value. During the three and six months ended June 30, 2022, the Corporation recorded intangible amortization expense totaling $38,000 and $76,000, respectively, compared to $39,000 and $78,000, respectively, for the same periods in 2021.

6.	Stock Compensation Plan

In February 2021, the Corporation adopted the 2021 Stock Incentive Plan (the 2021 Plan), which is shareholder approved and permits the grant of restricted stock awards and options to its directors, officers and employees for up to 204,091 shares of common stock. As of June 30, 2022, 192,591 shares remain available for issuance under the 2021 Plan.

In addition, in February 2014, the Corporation adopted the 2014 Stock Incentive Plan (the 2014 Plan, and together with the 2021 Plan, the Plans), which is shareholder approved and permits the grant of restricted stock awards and options to its directors, officers and employees for up to 176,866 shares of common stock. As of June 30, 2022, 783 shares of restricted stock and 88,433 stock options remain available for issuance under the 2014 Plan.

Incentive stock options, non-incentive or compensatory stock options and share awards may be granted under the Plans. The exercise price of each option shall at least equal the market price of a share of common stock on the date of grant and have a contractual term of ten years. Options shall vest and become exercisable at the rate, to the extent and subject to such limitations as may be specified by the Corporation. Compensation cost related to share-based payment transactions must be recognized in the financial statements with measurement based upon the fair value of the equity instruments issued.

At June 30, 2022, there were no options that were granted or outstanding under the Plans.

A summary of the status of the Corporation’s nonvested restricted stock awards as of June 30, 2022, and changes during the period then ended is presented below:

	Shares			Weighted-Average Grant-date Fair Value
Nonvested at January 1, 2022		52,200		$	28.32
Granted		—			—
Vested		—			—
Forfeited		(1,250	)		28.92
Nonvested as of June 30, 2022		50,950		$	28.31

For the three and six month periods ended June 30, 2022, the Corporation recognized stock compensation expense of $101,000 and $221,000, respectively, compared to $112,000 and $224,000, respectively, for the same periods in 2021. As of June 30, 2022, there was $692,000 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plans. That cost is expected to be recognized over the next three years. It is the Corporation’s policy to issue shares on the vesting date for restricted stock awards. Unvested restricted stock awards do not receive dividends declared by the Corporation.

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7.	Fair Value

Management uses its best judgment in estimating the fair value of the Corporation’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Corporation could have realized in a sale transaction or exit price on the date indicated. The estimated fair value amounts have been measured as of their respective period ends and have not been re-evaluated or updated for purposes of these financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported.

Assets measured at fair value on a recurring basis. The Corporation used the following methods and significant assumptions to estimate the fair value of the following assets:

Debt securities available-for-sale, equity securities – The fair value of all investment securities are based upon the assumptions market participants would use in pricing the security. If available, investment securities are determined by quoted market prices (Level 1). Level 1 includes U.S. Treasury, federal agency securities and certain equity securities. For investment securities where quoted market prices are not available, fair values are calculated based on market prices on similar securities (Level 2). Level 2 includes U.S. Government sponsored entities and agencies, mortgage-backed securities, collateralized mortgage obligations, state and political subdivision securities and certain corporate debt securities. For investment securities where quoted prices or market prices of similar securities are not available, fair values are calculated by using unobservable inputs (Level 3) and may include certain corporate debt and equity securities held by the Corporation.

For assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy are as follows:

(Dollar amounts in thousands)			(Level 1)		(Level 2)		(Level 3)
Description	Total		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
June 30, 2022:
Securities available-for-sale
U.S. government sponsored entities and agencies	$	5,192	$	—	$	5,192	$	—
U.S. agency mortgage-backed securities: residential		9,853		—		9,853		—
U.S. agency collateralized mortgage obligations: residential		39,650		—		39,650		—
State and political subdivision		71,841		—		71,841		—
Corporate debt securities		24,603		—		20,018		4,585
Total available-for-sale securities	$	151,139	$	—	$	146,554	$	4,585

Equity securities	$	3	$	3	$	—	$	—

December 31, 2021:
Securities available-for-sale
U.S. government sponsored entities and agencies	$	8,159	$	—	$	8,159	$	—
U.S. agency mortgage-backed securities: residential		12,035		—		12,035		—
U.S. agency collateralized mortgage obligations: residential		49,490		—		49,490		—
State and political subdivisions		92,562		—		92,562		—
Corporate debt securities		24,024		—		20,439		3,585
Total available-for-sale securities	$	186,270	$	—	$	182,685	$	3,585

Equity securities	$	5	$	5	$	—	$	—

The Corporation’s policy is to transfer assets or liabilities from one level to another when the methodology to obtain the fair value changes such that there are more or fewer unobservable inputs as of the end of the reporting period. During the three and six month periods ended June 30, 2022, the Corporation had no transfers between levels. During the three and six month periods ended June 30, 2021, the Corporation reclassified one security from Level 3 to Level 2.

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7.	Fair Value (continued)

The following table presents changes in Level 3 assets measured on a recurring basis for the three and six month periods ended June 30, 2022 and 2021:

(Dollar amounts in thousands)	*Three months ended June 30,*				*Six months ended June 30,*
	*2022*		*2021*		*2022*		*2021*
Balance at the beginning of the period	$	4,585	$	2,006	$	3,585	$	2,006
Total gains or losses (realized/unrealized):
Included in earnings		—		—		—		—
Included in other comprehensive income		—		—		—		—
Purchased into Level 3		—		—		1,000		—
Transfers in and/or out of Level 3		—		—		—		—
Balance at the end of the period	$	4,585	$	2,006	$	4,585	$	2,006

Assets measured at fair value on a non-recurring basis. The Corporation used the following methods and significant assumptions to estimate the fair value of the following assets:

Impaired loans – At the time a loan is considered impaired, it is valued at the lower of cost or fair value. Impaired loans carried at fair value generally receive a specific allowance for loan losses. For collateral dependent loans, fair value is commonly based on real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly. As of June 30, 2022, the Corporation had two impaired commercial real estate loans carried at a fair value of $1.9 million, which consisted of the outstanding balance of $2.1 million less a specific reserve of $177,000. As of December 31, 2021, the Corporation had five impaired commercial real estate loans carried at a fair value of $470,000, which consisted of the outstanding balance of $558,000 less a specific reserve of $88,000 and one impaired commercial business loan carried at a fair value of $54,000, which consisted of the outstanding balance of $247,000, less a specific reserve of $193,000. During the three and six month periods ended June 30, 2022 there was additional provision for loan losses recorded for impaired loans of $114,000, compared to $1,000 for the three and six month periods ended June 30, 2021

Other real estate owned(OREO) – Assets acquired through or instead of foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals. Management’s ongoing review of appraisal information may result in additional discounts or adjustments to the valuation based upon more recent market sales activity or more current appraisal information derived from properties of similar type and/or locale. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. As of June 30, 2022 and December 31, 2021, the Corporation did not have any OREO measured at fair value less costs to sell. During the three and six month periods ended June 30, 2022 and 2021, there was no expense recorded associated with the write-down of OREO.

Appraisals for both collateral-dependent impaired loans and OREO are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed by the Corporation. Once received, management reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. On an annual basis, the Corporation compares the actual selling price of OREO that has been sold to the most recent appraised value to determine what additional adjustment should be made to the appraisal value to arrive at fair value. The most recent analysis performed indicated that a discount of 10% should be applied.

For assets measured at fair value on a non-recurring basis, the fair value measurements by level within the fair value hierarchy are as follows:

(Dollar amounts in thousands)			(Level 1)		(Level 2)		(Level 3)
Description	Total		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
June 30, 2022:
Impaired commercial real estate loans	$	1,883	$	—	$	—	$	1,883
Total	$	1,883	$	—	$	—	$	1,883

December 31, 2021:
Impaired commercial business loan	$	54	$	—	$	—	$	54
Impaired commercial real estate loans		470		—		—		470
Total	$	524	$	—	$	—	$	524

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7.	Fair Value (continued)

The following table presents quantitative information about Level 3 fair value measurements for assets measured at fair value on a non-recurring basis:

(Dollar amounts in thousands)			Valuation	Unobservable	Weighted
			Techniques(s)	Input(s)	Average
June 30, 2022:
Impaired commercial real estate loans	$	1,883	Sales comparison approach	Adjustment for differences between comparable sales		10	%

December 31, 2021:
Impaired commercial business loan	$	54	Sales comparison approach	Adjustment for differences between comparable sales		10	%
Impaired commercial real estate loans		470	Sales comparison approach	Adjustment for differences between comparable sales		10	%

Excluded from the tables above at June 30, 2022 was one unsecured commercial business loan totaling $2,000 and an impaired residential mortgage loan totaling $68,000 which was classified as a TDR and measured using a discounted cash flow methodology. As of December 31, 2021, there was one unsecured commercial business loan totaling $3,000 and an impaired residential mortgage loan totaling $69,000 which was classified as a TDR and measured using a discounted cash flow methodology excluded from the tables.

The following table sets forth the carrying amount and fair value of the Corporation’s financial instruments included in the consolidated balance sheet:

(Dollar amounts in thousands)
	Carrying		Fair Value Measurements using:
Description	Amount		Total		Level 1		Level 2		Level 3
June 30, 2022:
Financial Assets:
Cash and cash equivalents	$	11,654	$	11,654	$	11,654	$	—	$	—
Interest earning time deposits		1,490		1,490		—		1,490		—
Securities - available-for-sale		151,139		151,139		—		146,554		4,585
Securities - equities		3		3		3		—		—
Loans held for sale		—		—		—		—		—
Loans, net		800,151		765,615		—		—		765,615
Federal bank stock		5,527		N/A		N/A		N/A		N/A
Accrued interest receivable		3,563		3,563		33		783		2,747
Financial Liabilities:
Deposits		937,581		939,494		798,263		141,231		—
Borrowed funds		18,000		18,000		—		18,000		—
Accrued interest payable		313		313		4		309		—

December 31, 2021:
Financial Assets:
Cash and cash equivalents	$	9,080	$	9,080	$	9,080	$	—	$	—
Interest earning time deposits		2,484		2,484		—		2,484		—
Securities - available-for-sale		186,270		186,270		—		182,685		3,585
Securities - equities		5		5		5		—		—
Loans held for sale		469		469		—		469		—
Loans, net		780,010		780,086		—		—		780,086
Federal bank stock		5,715		N/A		N/A		N/A		N/A
Accrued interest receivable		3,731		3,731		35		817		2,879
Financial Liabilities:
Deposits		918,496		921,811		767,840		153,971		—
Borrowed funds		22,050		22,121		—		22,121		—
Accrued interest payable		338		338		5		333		—

This information should not be interpreted as an estimate of the fair value of the entire Corporation since a fair value calculation is only provided for a limited portion of the Corporation's assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Corporation's disclosures and those of other companies may not be meaningful.

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8.	Regulatory Matters

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action.

To qualify as a "Small Bank Holding Company" under federal regulations, a bank must have consolidated assets of $3 billion or less. The primary benefit of being deemed a "Small Bank Holding Company" is the exemption from the requirement to maintain consolidated regulatory capital ratios; instead, regulatory capital ratios only apply at the subsidiary bank level.

The final rules implementing Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (BASEL III rules) became effective for the Bank on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule, becoming fully phased in on January 1, 2019. Under the BASEL III rules, the Bank must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer was phased in from 0.0% for 2015 to 2.50% in 2019 and subsequent periods. Amounts recorded to accumulated other comprehensive income are not included in computing regulatory capital. Management believes as of June 30, 2022, the Bank met all capital adequacy requirements to which it was subject.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At June 30, 2022, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution's category.

The following table sets forth certain information concerning the Bank’s regulatory capital as of the dates presented. The capital adequacy ratios disclosed below are exclusive of the capital conservation buffer.

(Dollar amounts in thousands)	*June 30, 2022*					*December 31, 2021*
	Amount		Ratio			Amount		Ratio
Total capital to risk-weighted assets:
Actual	$	93,672		12.99	%	$	92,495		13.11	%
For capital adequacy purposes		57,684		8.00	%		56,448		8.00	%
To be well capitalized		72,105		10.00	%		70,559		10.00	%
Tier 1 capital to risk-weighted assets:
Actual	$	84,640		11.74	%	$	83,656		11.86	%
For capital adequacy purposes		43,263		6.00	%		42,336		6.00	%
To be well capitalized		57,684		8.00	%		56,448		8.00	%
Common Equity Tier 1 capital to risk-weighted assets:
Actual	$	84,640		11.74	%	$	83,656		11.86	%
For capital adequacy purposes		32,447		4.50	%		31,752		4.50	%
To be well capitalized		46,868		6.50	%		45,864		6.50	%
Tier 1 capital to average assets:

EMCLAIRE FINANCIAL CORP 10-Q