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CB Financial Services, Inc. - Quarter Report: 2022 September (Form 10-Q)

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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 September 30, 2022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number: 001-36706
CB FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania51-0534721
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
100 N. Market Street, Carmichaels, PA
15320
(Address of principal executive offices)(Zip Code)
(724) 966-5041
(Registrant’s telephone number, including area code)
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 $0.4167 per shareCBFVThe Nasdaq Stock Market, LLC
(Title of each class)(Trading symbol)(Name of each 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
As of November 7, 2022, the number of shares outstanding of the Registrant’s Common Stock was 5,092,204.


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FORM 10-Q
INDEX
Page


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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited) September 30,
2022
December 31,
2021
(Dollars in thousands, except per share and share data)
ASSETS
Cash and Due From Banks:
Interest Bearing$99,949 $63,968 
Non-Interest Bearing22,852 55,706 
Total Cash and Due From Banks122,801 119,674 
Securities:
Available-for-Sale Debt Securities, at Fair Value191,232 222,108 
Equity Securities, at Fair Value2,614 2,866 
Total Securities193,846 224,974 
Loans, Net of Allowance for Loan Losses of $12,854 and $11,582 at September 30, 2022 and December 31, 2021, Respectively
1,030,088 1,009,214 
Premises and Equipment, Net
18,064 18,399 
Bank-Owned Life Insurance
25,750 25,332 
Goodwill
9,732 9,732 
Intangible Assets, Net
3,959 5,295 
Accrued Interest Receivable and Other Assets21,680 12,859 
TOTAL ASSETS
$1,425,920 $1,425,479 
LIABILITIES
Deposits:
Non-Interest Bearing Demand Deposits407,107 385,775 
NOW Accounts298,755 272,518 
Money Market Accounts198,715 192,125 
Savings Accounts250,378 239,482 
Time Deposits120,879 136,713 
Total Deposits1,275,834 1,226,613 
Short-Term Borrowings
18,108 39,266 
Other Borrowings
17,627 17,601 
Accrued Interest Payable and Other Liabilities7,645 8,875 
TOTAL LIABILITIES
1,319,214 1,292,355 
STOCKHOLDERS' EQUITY
Preferred Stock, No Par Value; 5,000,000 Shares Authorized
— — 
Common Stock, $0.4167 Par Value; 35,000,000 Shares Authorized, 5,702,433 Shares Issued and 5,096,672 Shares Outstanding at September 30, 2022, with 5,680,993 and 5,260,672 Shares Issued and Outstanding at December 31, 2021.
2,376 2,367 
Capital Surplus
83,793 83,294 
Retained Earnings
60,930 57,534 
Treasury Stock, at Cost (605,761 and 420,321 Shares at September 30, 2022 and December 31, 2021, Respectively)
(13,745)(9,144)
Accumulated Other Comprehensive Loss(26,648)(927)
TOTAL STOCKHOLDERS' EQUITY
106,706 133,124 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$1,425,920 $1,425,479 
The accompanying notes are an integral part of these consolidated financial statements

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CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022202120222021
(Dollars in thousands, except share and per share data)
INTEREST AND DIVIDEND INCOME
Loans, Including Fees$10,815 $9,718 $30,098 $29,800 
Investment Securities:
Taxable985 843 2,878 2,124 
Tax-Exempt49 71 172 223 
Dividends21 19 64 63 
Other Interest and Dividend Income417 135 649 384 
TOTAL INTEREST AND DIVIDEND INCOME12,287 10,786 33,861 32,594 
INTEREST EXPENSE
Deposits1,079 715 2,214 2,489 
Short-Term Borrowings19 25 56 72 
Other Borrowings174 36 522 112 
TOTAL INTEREST EXPENSE1,272 776 2,792 2,673 
NET INTEREST AND DIVIDEND INCOME11,015 10,010 31,069 29,921 
Provision (Recovery) For Loan Losses— — 3,784 (1,200)
NET INTEREST INCOME AFTER PROVISION (RECOVERY) FOR LOAN LOSSES11,015 10,010 27,285 31,121 
NONINTEREST INCOME
Service Fees544 602 1,629 1,762 
Insurance Commissions1,368 1,194 4,535 3,998 
Other Commissions244 93 512 431 
Net Gain on Sales of Loans— 49 — 166 
Net (Loss) Gain on Securities(46)24 (252)482 
Net Gain on Purchased Tax Credits14 18 43 53 
     Net Gain (Loss) on Disposal of Fixed Assets439 — 431 (3)
Income from Bank-Owned Life Insurance140 138 418 411 
Other Income36 80 143 291 
TOTAL NONINTEREST INCOME2,739 2,198 7,459 7,591 
NONINTEREST EXPENSE
Salaries and Employee Benefits4,739 4,787 13,843 14,757 
Occupancy768 615 2,230 2,349 
Equipment170 205 561 782 
Data Processing540 541 1,471 1,666 
FDIC Assessment147 293 484 792 
PA Shares Tax240 224 721 714 
Contracted Services288 1,441 1,223 2,878 
Legal and Professional Fees334 180 876 788 
Advertising131 225 362 558 
Other Real Estate Owned (Income)(38)(89)(113)(153)
Amortization of Intangible Assets445 446 1,336 1,481 
Intangible Assets Impairment— — — 1,178 
Writedown of Fixed Assets— — 2,270 
Other Expense1,063 903 2,899 2,830 
TOTAL NONINTEREST EXPENSE8,827 9,773 25,893 32,890 
Income Before Income Tax Expense
4,927 2,435 8,851 5,822 
Income Tax Expense998 452 1,757 1,217 
NET INCOME$3,929 $1,983 $7,094 $4,605 
EARNINGS PER SHARE
Basic$0.77 $0.37 $1.38 $0.85 
Diluted0.77 0.37 1.37 0.85 
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic5,106,861 5,373,032 5,150,632 5,412,989 
Diluted5,118,627 5,390,128 5,165,376 5,420,792 
The accompanying notes are an integral part of these consolidated financial statements

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022202120222021
(Dollars in thousands)
Net Income$3,929 $1,983 $7,094 $4,605 
Other Comprehensive (Loss) Income:
Change in Unrealized (Loss) Income on Investment Securities Available-for-Sale(11,753)(733)(32,785)(2,662)
Income Tax Effect2,533 158 7,064 571 
Reclassification Adjustment for Gain on Sale of Debt Securities Included in Net Income (1)
— — — (225)
Income Tax Effect (2)
— — — 48 
Other Comprehensive (Loss), Net of Income Tax Effect(9,220)(575)(25,721)(2,268)
Total Comprehensive (Loss) Income$(5,291)$1,408 $(18,627)$2,337 
(1)    Reported in Net (Loss) Gain on Securities on the Consolidated Statements of Income.
(2)    Reported in Income Tax Expense on the Consolidated Statements of Income.
The accompanying notes are an integral part of these consolidated financial statements

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)


Three Months Ended September 30, 2022Shares IssuedCommon StockCapital SurplusRetained EarningsTreasury StockAccumulated Other Comprehensive LossTotal Stockholders' Equity
(Dollars in thousands, except share and per share data)
June 30, 20225,702,433 $2,376 $83,614 $58,225 $(13,015)$(17,428)$113,772 
Comprehensive Loss:
Net Income— — — 3,929 — — 3,929 
Other Comprehensive Loss— — — — — (9,220)(9,220)
Restricted Stock Awards Granted— — — — — — — 
Restricted Stock Awards Forfeited— — 34 — (34)— — 
Stock-Based Compensation Expense— — 145 — — — 145 
Exercise of Stock Options— — — (2)— (2)
Treasury stock purchased, at cost (30,271 shares)
— — — — (694)— (694)
Dividends Paid ($0.24 Per Share)
— — — (1,224)— — (1,224)
September 30, 20225,702,433 $2,376 $83,793 $60,930 $(13,745)$(26,648)$106,706 


Three Months Ended September 30, 2021Shares IssuedCommon StockCapital SurplusRetained EarningsTreasury StockAccumulated Other Comprehensive IncomeTotal Stockholders' Equity
(Dollars in thousands, except share and per share data)
June 30, 20215,680,993 $2,367 $82,969 $51,146 $(5,655)$1,709 $132,536 
Comprehensive Income:
Net Income— — — 1,983 — — 1,983 
Other Comprehensive Loss— — — — — (575)(575)
Stock-Based Compensation Expense— — 169 — — — 169 
Exercise of Stock Options— — (8)— 62 — 54 
Treasury Stock Purchased, at cost (81,676 shares)
— — — — (1,890)— (1,890)
Dividends Paid ($0.24 Per Share)
— — — (1,290)— — (1,290)
September 30, 20215,680,993 $2,367 $83,130 $51,839 $(7,483)$1,134 $130,987 

The accompanying notes are an integral part of these consolidated financial statements

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Nine Months Ended September 30, 2022Shares IssuedCommon StockCapital SurplusRetained EarningsTreasury StockAccumulated Other Comprehensive LossTotal Stockholders' Equity
(Dollars in thousands, except share and per share data)
December 31, 20215,680,993 $2,367 $83,294 $57,534 $(9,144)$(927)$133,124 
Comprehensive Loss:
Net Income— — — 7,094 — — 7,094 
Other Comprehensive Loss— — — — — (25,721)(25,721)
Restricted Stock Awards Granted21,765 (9)— — — — 
Restricted Stock Awards Forfeited(325)— 81 — (81)— — 
Stock-Based Compensation Expense— — 424 — — — 424 
Exercise of Stock Options— — — 162 — 165 
Treasury stock purchased, at cost (189,550 shares)
— — — — (4,682)— (4,682)
Dividends Paid ($0.72 Per Share)
— — — (3,698)— — (3,698)
September 30, 20225,702,433 $2,376 $83,793 $60,930 $(13,745)$(26,648)$106,706 



Nine Months Ended September 30, 2021Shares IssuedCommon StockCapital SurplusRetained EarningsTreasury StockAccumulated Other Comprehensive IncomeTotal Stockholders' Equity
(Dollars in thousands, except share and per share data)
December 31, 20205,680,993 $2,367 $82,723 $51,132 $(5,094)$3,402 $134,530 
Comprehensive Income:
Net Income— — — 4,605 — — 4,605 
Other Comprehensive Loss— — — — — (2,268)(2,268)
Stock-Based Compensation Expense— — 415 — — — 415 
Exercise of Stock Options— — (8)— 62 — 54 
Treasury Stock Purchased, at cost (106,973 shares)
— — — — (2,451)— (2,451)
Dividends Paid ($0.72 Per Share)
— — — (3,898)— — (3,898)
September 30, 20215,680,993 $2,367 $83,130 $51,839 $(7,483)$1,134 $130,987 
The accompanying notes are an integral part of these consolidated financial statements

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended September 30,20222021
(Dollars in thousands)
OPERATING ACTIVITIES
Net Income$7,094 $4,605 
Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities
Net Amortization on Securities48 38 
Depreciation and Amortization1,997 1,810 
Provision (Recovery) for Loan Losses3,784 (1,200)
Intangible Asset Impairment— 1,178 
Writedown on Fixed Assets— 2,270 
Lease Impairment— 227 
Loss (Gain) on Securities252 (482)
Gain on Purchased Tax Credits(43)(53)
Income from Bank-Owned Life Insurance(418)(411)
Proceeds From Mortgage Loans Sold— 8,182 
Originations of Mortgage Loans for Sale— (15,289)
Gain on Sale of Loans— (166)
Gain on Sale of Other Real Estate Owned and Repossessed Assets(1)(76)
Noncash Expense for Stock-Based Compensation424 415 
(Increase) Decrease in Accrued Interest Receivable(59)517 
Net (Gain) Loss on Disposal of Fixed Assets(431)
(Increase) Decrease in Taxes Payable(947)295 
Increase (Decrease) in Accrued Interest Payable29 (277)
Refund of Federal and State Income Taxes— 1,311 
Other, Net(2,679)(319)
NET CASH PROVIDED BY OPERATING ACTIVITIES9,050 2,578 
INVESTING ACTIVITIES
Investment Securities Available for Sale:
Proceeds From Principal Repayments and Maturities24,869 29,563 
Purchases of Securities(26,826)(119,924)
Proceeds from Sale of Securities— 11,967 
Net (Increase) Decrease in Loans(24,480)33,378 
Purchase of Premises and Equipment(470)(2,275)
Proceeds from Disposal of Premises and Equipment480 — 
Proceeds From Sale of Other Real Estate Owned37 285 
Decrease in Restricted Equity Securities619 533 
NET CASH USED IN INVESTING ACTIVITIES(25,771)(46,473)
FINANCING ACTIVITIES
Net Increase in Deposits49,221 52,542 
Net (Decrease) Increase in Short-Term Borrowings(21,158)12,260 
Principal Payments on Other Borrowed Funds— (2,000)
Cash Dividends Paid(3,698)(3,898)
Treasury Stock, Purchases at Cost(4,682)(2,451)
Exercise of Stock Options165 54 
NET CASH PROVIDED BY FINANCING ACTIVITIES19,848 56,507 
INCREASE IN CASH AND CASH EQUIVALENTS3,127 12,612 
CASH AND DUE FROM BANKS AT BEGINNING OF YEAR119,674 160,911 
CASH AND DUE FROM BANKS AT END OF PERIOD$122,801 $173,523 
The accompanying notes are an integral part of these consolidated financial statements

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended September 30, 202220222021
(Dollars in thousands)
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash Paid For:
Interest on Deposits and Borrowings (Including Interest Credited to Deposits of $2,322 and $2,761, Respectively)
$2,764 $2,951 
Income Taxes3,247 1,524 
SUPPLEMENTAL NONCASH DISCLOSURE:
Transfer of Loans to Loans Held for Sale— 10,056 
Transfer of Premises and Equipment to Premises and Equipment Held for Sale and Other Assets— 1,075 
Transfer of Deposits to Deposits Held for Sale— 102,647 
Other Real Estate Acquired in Settlement of Loans— 37 
Right of Use Asset Recognized1,284 — 
Lease Liability Recognized1,284 — 
The accompanying notes are an integral part of these consolidated financial statements

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1. Summary of Significant Accounting Policies
Principles of Consolidation and Basis of Presentation
The accompanying consolidated financial statements include the accounts of CB Financial Services, Inc. (“CB Financial”) and its wholly owned subsidiary, Community Bank (the “Bank”), and the Bank’s wholly-owned subsidiary, Exchange Underwriters, Inc. (“Exchange Underwriters”). CB Financial, the Bank and Exchange Underwriters are collectively referred to as the “Company”. All intercompany transactions and balances have been eliminated in consolidation.
The accompanying unaudited interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and with general practice within the banking industry. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading in any material respect. In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the Consolidated Statements of Financial Condition and income and expenses for the reporting period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to determination of the allowance for losses on loans, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, other-than-temporary impairment evaluations of securities, goodwill and intangible assets impairment, and the valuation of deferred tax assets.
In the opinion of management, the accompanying unaudited interim financial statements include all adjustments considered necessary for a fair presentation of the Company’s financial position and results of operations at the dates and for the periods presented. All these adjustments are of a normal, recurring nature, and they are the only adjustments included in the accompanying unaudited interim financial statements. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Interim results are not necessarily indicative of results for a full year.
The Company evaluated subsequent events through the date the consolidated financial statements were filed with the SEC and incorporated into the consolidated financial statements the effect of all material known events determined by Accounting Standards Codification ("ASC") 855, Subsequent Events, to be recognizable events.
Nature of Operations
The Company derives substantially all its income from banking and bank-related services which include interest income on commercial, commercial mortgage, residential real estate and consumer loan financing, as well as interest and dividend income on securities, insurance commissions, and fees generated from deposit services to its customers. The Company provides banking services through its subsidiary, Community Bank, a Pennsylvania-chartered commercial bank headquartered in Carmichaels, Pennsylvania. The Bank is a community-oriented institution offering residential and commercial real estate loans, commercial and industrial loans, and consumer loans as well as a variety of deposit products for individuals and businesses in its market area. After the consolidation of six branches and the sale of two branches in 2021, the Bank operates 11 branches in Greene, Allegheny, Washington, Fayette and Westmoreland Counties in southwestern Pennsylvania, and three branches in Marshall and Ohio Counties in West Virginia. Property and casualty, commercial liability, surety and other insurance products are offered through Exchange Underwriters, a full-service, independent insurance agency.

Critical Accounting Policies; Use of Critical Accounting Estimates
There were no material changes in our critical accounting policies during the nine months ended September 30, 2022. See Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC, for additional information regarding our critical accounting policies.

Recent Accounting Standards
In September 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, ASU 2016-13 eliminates the probable initial recognition threshold in current GAAP; and instead requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses should be measured in a manner similar to current GAAP; however, this ASU requires that credit losses be presented as an allowance rather than as a write-down. ASU 2016-13 affects companies holding financial assets and net investment in leases that are not accounted for at
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fair value through net income. The ASU 2016-13 amendments affect loans, debt securities, trade receivables, net investments in leases, off balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 was originally effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. In November 2019, the FASB approved a delay of the required implementation date of ASU 2016-13 for smaller reporting companies, including the Company, resulting in a required implementation date for the Company of January 1, 2023. Early adoption will continue to be permitted. In preparation for the implementation of this ASU, the Company has formed a cross-functional team, contracted with a third-party software provider, and is consulting with a third-party professional advisory service to assist in the model development. The Company plans to assess the overall impact by running the existing and new allowance models in parallel prior to the period of implementation. The Company expects to recognize a one-time adjustment to the allowance for loan losses upon adoption, but cannot yet determine the magnitude of the one-time adjustment or the overall impact of the new guidance on the Company’s consolidated financial condition or results of operation.

The FASB issued ASU 2022-22, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates the TDR recognition and measurement guidance, and instead, requires that an entity evaluate (consistent with the accounting for other loan modifications) whether a modification represents a new loan or a continuation of an existing loan. In addition, this ASU enhances existing disclosure requirements and introduces new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. For public business entities, this ASU requires that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20. Gross write-off information must be included in the vintage disclosures required for public business entities in accordance with paragraph 326-20-50-6, which requires that en entity disclose the amortized cost basis for financing receivables by credit quality indicator and class of financing receivable by year of origination. For entities that have adopted the amendments in updated 2016-13, the amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For entities that have not yet adopted the amendments in update 2016-13, the effective dates for the amendments in this update are the same as the effective dates in Update 2016-13. The Company has not yet adopted the accounting standard as ASU 2016-13 has not been adopted. Management continues to evaluate the impact of its future adoption of this guidance on the Company's consolidated financial statements.

Note 2. Earnings Per Share
There are no convertible securities which would affect the numerator in calculating basic and diluted earnings per share; therefore, net income as presented on the Consolidated Statements of Income is used as the numerator.
The following table sets forth the composition of the weighted-average common shares (denominator) used in the basic and diluted earnings per share computation.
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022202120222021
(Dollars in thousands, except share and per share data)
Net Income$3,929 $1,983 $7,094 $4,605 
Weighted-Average Basic Common Shares Outstanding
5,106,861 5,373,032 5,150,632 5,412,989 
Dilutive Effect of Common Stock Equivalents (Stock Options and Restricted Stock)
11,766 17,096 14,744 7,803 
Weighted-Average Diluted Common Shares and Common Stock Equivalents Outstanding
5,118,627 5,390,128 5,165,376 5,420,792 
Earnings Per Share:
Basic
$0.77 $0.37 $1.38 $0.85 
Diluted
0.77 0.37 1.37 0.85 
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The dilutive effect on weighted average diluted common shares outstanding is the result of outstanding stock options and nonvested restricted stock. The following table presents for the periods indicated (a) options to purchase shares of common stock that were outstanding but not included in the computation of earnings per share because the options’ exercise price was greater than the average market price of the common shares for the period, and (b) shares of restricted stock awards that were not included in the computation of diluted earnings per share because the hypothetical repurchase of shares under the treasury stock method exceeded the weighted average nonvested restricted awards, therefore the effects would be anti-dilutive.
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022202120222021
Stock Options149,367 71,741 149,367 199,641 
Restricted Stock36,490 23,000 37,490 32,360 


Note 3. Securities
The following table presents the amortized cost and fair value of securities available-for-sale at the dates indicated:
September 30, 2022
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
(Dollars in thousands)
Available-for-Sale Debt Securities:
U.S. Government Agencies
$53,993 $— $(9,646)$44,347 
Obligations of States and Political Subdivisions
14,053 — (920)13,133 
Mortgage-Backed Securities - Government-Sponsored Enterprises
48,045 — (5,559)42,486 
Collateralized Mortgage Obligations - Government Sponsored Enterprises99,623 — (16,807)82,816 
Corporate Debt9,485 — (1,035)8,450 
Total Available-for-Sale Debt Securities225,199 — (33,967)191,232 
Equity Securities:
Mutual Funds
873 
Other
1,741 
Total Equity Securities2,614 
Total Securities$193,846 
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December 31, 2021
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
(Dollars in thousands)
Available-for-Sale Debt Securities:
U.S. Government Agencies
$53,992 $$(1,433)$52,561 
Obligations of States and Political Subdivisions
17,951 1,004 — 18,955 
Mortgage-Backed Securities - Government-Sponsored Enterprises
55,373 1,468 (282)56,559 
Collateralized Mortgage Obligations - Government Sponsored Enterprises88,493 164 (2,074)86,583 
Corporate Debt7,481 — (31)7,450 
Total Available-for-Sale Debt Securities223,290 2,638 (3,820)222,108 
Equity Securities:
Mutual Funds
990 
Other
1,876 
Total Equity Securities2,866 
Total Securities$224,974 
The following tables show the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, at the dates indicated:
September 30, 2022
Less than 12 months
12 Months or Greater
Total
Number
of
Securities
Fair
Value
Gross
Unrealized
Losses
Number
of
Securities
Fair
Value
Gross
Unrealized
Losses
Number
of
Securities
Fair
Value
Gross
Unrealized
Losses
(Dollars in thousands)
U.S. Government Agencies
$2,576 $(424)12 $41,771 $(9,222)13 $44,347 $(9,646)
Obligations of States and Political Subdivisions
34 13,133 (920)— — — 34 13,133 (920)
Mortgage Backed Securities- Government Sponsored Enterprises
38 29,578 (3,166)12,908 (2,393)42 42,486 (5,559)
Collateralized Mortgage Obligations - Government Sponsored Enterprises16 46,959 (9,451)35,857 (7,356)22 82,816 (16,807)
Corporate Debt3,850 (675)4,600 (360)8,450 (1,035)
Total91 $96,096 $(14,636)23 $95,136 $(19,331)114 $191,232 $(33,967)
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December 31, 2021
Less than 12 months
12 Months or Greater
Total
Number
of
Securities
Fair
Value
Gross
Unrealized
Losses
Number
of
Securities
Fair
Value
Gross
Unrealized
Losses
Number
of
Securities
Fair
Value
Gross
Unrealized
Losses
(Dollars in thousands)
U.S. Government Agencies
$17,729 $(269)$31,830 $(1,164)12 $49,559 $(1,433)
Obligations of States and Political Subdivisions
— — — — — — — — — 
Mortgage Backed Securities- Government Sponsored Enterprises
28,772 (282)— — — 28,772 (282)
Collateralized Mortgage Obligations - Government Sponsored Enterprises10 77,560 (2,074)— — — 10 77,560 (2,074)
Corporate Debt7,450 (31)— — — 7,450 (31)
Total
25 $131,511 $(2,656)$31,830 $(1,164)32 $163,341 $(3,820)
For debt securities, the Company does not believe that any individual unrealized loss as of September 30, 2022 or December 31, 2021, represents an other-than-temporary impairment. The Company performs a review of the entire securities portfolio on a quarterly basis to identify securities that may indicate an other-than-temporary impairment. The Company’s management considers the length of time and the extent to which the fair value has been less than cost, and the financial condition of the issuer. The securities that are temporarily impaired at September 30, 2022 and December 31, 2021 relate principally to changes in market interest rates subsequent to the acquisition of the specific securities. The Company does not intend to sell, and it is more likely than not that it will be required to sell any of the securities in an unrealized loss position before recovery of its amortized cost or maturity of the security.
Securities available-for-sale with a fair value of $179.6 million and $121.0 million at September 30, 2022 and December 31, 2021, respectively, are pledged to secure public deposits, short-term borrowings and for other purposes as required or permitted by law. Total securities available to be pledged have a fair value of $182.8 million at September 30, 2022 and $214.7 million at December 31, 2021.
The following table presents the scheduled maturities of debt securities as of the date indicated:
September 30, 2022
Amortized
Cost
Fair
Value
(Dollars in thousands)
Due in One Year or Less
$245 $244 
Due after One Year through Five Years
10,477 9,211 
Due after Five Years through Ten Years
72,745 62,072 
Due after Ten Years
141,732 119,705 
Total
$225,199 $191,232 
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The following table presents the gross realized gain and loss on sales of debt securities, as well as gain and loss on equity securities from both sales and market adjustments for the periods indicated. All gains and losses presented in the table below are reported in Net (Loss) Gain on Securities on the Consolidated Statements of Income.
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022202120222021
(Dollars in thousands)
Debt Securities
Gross Realized Gain$— $— $— $225 
Gross Realized Loss— — — — 
Net Gain on Debt Securities$— $— $— $225 
Equity Securities
Net Unrealized (Loss) Gain Recognized on Securities Held$(46)$18 $(252)$251 
Net Realized Gain Recognized on Securities Sold— — 
Net (Loss) Gain on Equity Securities$(46)$24 $(252)$257 
Net (Loss) Gain on Securities$(46)$24 $(252)$482 
Note 4. Loans and Allowance for Loan Losses
The Company’s loan portfolio is segmented to enable management to monitor risk and performance. Real estate loans are further segregated into three classes. Residential mortgages include those secured by residential properties and include home equity loans, while commercial mortgages consist of loans to commercial borrowers secured by commercial real estate. Construction loans typically consist of loans to build commercial buildings and acquire and develop residential real estate. The commercial and industrial segment consists of loans to finance the activities of commercial customers. The consumer segment consists primarily of indirect auto loans as well as personal installment loans and personal or overdraft lines of credit.
Residential mortgage loans are typically longer-term loans and, therefore, generally present greater interest rate risk than the consumer and commercial loans. Under certain economic conditions, housing values may decline, which may increase the risk that the collateral values are not sufficient.
Commercial real estate loans generally present a higher level of credit risk than loans secured by residences. This greater risk is due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effect of general economic conditions on income-producing properties, and the increased difficulty in evaluating and monitoring these types of loans. Furthermore, the repayment of commercial real estate loans is typically dependent upon the successful operation of the related real estate project. If the cash flow from the project is reduced (for example, if leases are not obtained or renewed, a bankruptcy court modifies a lease term, or a major tenant is unable to fulfill its lease obligations), the borrower’s ability to repay the loan may be impaired.
Construction loans are originated to individuals to finance the construction of residential dwellings and are also originated for the construction of commercial properties, including hotels, apartment buildings, housing developments, and owner-occupied properties used for businesses. Construction loans generally provide for the payment of interest only during the construction phase, which is usually 12 to 18 months. At the end of the construction phase, the loan generally converts to a permanent residential or commercial mortgage loan. Construction loan risks include overfunding in comparison to the plans, untimely completion of work, and leasing and stabilization after project completion.
Commercial and industrial loans are generally secured by business assets, inventories, accounts receivable, etc., which present collateral risk.
Consumer loans generally have higher interest rates and shorter terms than residential mortgage loans; however, they have additional credit risk due to the type of collateral securing the loan.
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The following table presents the classifications of loans as of the dates indicated.
September 30, 2022December 31, 2021
Amount
Percent
Amount
Percent
(Dollars in thousands)
Real Estate:
Residential
$328,248 31.5 %$320,798 31.4 %
Commercial
432,516 41.5 392,124 38.5 
Construction
49,502 4.7 85,028 8.3 
Commercial and Industrial
62,196 6.0 89,010 8.7 
Consumer
150,615 14.4 122,152 12.0 
Other
19,865 1.9 11,684 1.1 
Total Loans
1,042,942 100.0 %1,020,796 100.0 %
Allowance for Loan Losses
(12,854)(11,582)
Loans, Net
$1,030,088 $1,009,214 
Payroll Protection Program ("PPP") loans decreased $23.8 million to $768,000 at September 30, 2022 compared to $24.5 million at December 31, 2021.

Net unamortized PPP loan origination fees as of September 30, 2022 and December 31, 2021 were $27,000 and $678,000, respectively. Additionally, $117,000 and $651,000 of net PPP loan origination fees were earned for the three and nine months ended September 30, 2022, respectively, compared to $380,000 and $1.4 million for the three and nine months ended September 30, 2021, respectively. All PPP loans are classified as commercial and industrial loans held for investment. No allowance for loan loss was allocated to the PPP loan portfolio due to the Bank complying with the lender obligations that ensure SBA guarantee.
Total unamortized net deferred loan fees were $1.3 million and $1.9 million at September 30, 2022 and December 31, 2021, respectively.

The Company uses an eight-point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first four categories are not considered criticized and are aggregated as “pass” rated. The criticized rating categories used by management generally follow bank regulatory definitions. The special mention category includes assets that are currently protected but are below average quality, resulting in an undue credit risk, but not to the point of justifying a substandard classification. Loans in the substandard category have well-defined weaknesses that jeopardize the liquidation of the debt and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. Loans classified as doubtful have all the weaknesses inherent in loans classified as substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as Loss are considered uncollectible and of such little value that continuance as an asset is not warranted.
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The following table presents loans summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard and Doubtful within the internal risk rating system as of the dates indicated. At September 30, 2022 and December 31, 2021, there were no loans in the criticized category of Loss within the internal risk rating system.
September 30, 2022
Pass
Special
Mention
Substandard
Doubtful
Total
(Dollars in Thousands)
Real Estate:
Residential
$325,702 $344 $2,202 $— $328,248 
Commercial
386,294 34,743 11,479 — 432,516 
Construction
48,065 1,109 328 — 49,502 
Commercial and Industrial
52,765 8,897 95 439 62,196 
Consumer
150,502 — 113 — 150,615 
Other
19,805 60 — — 19,865 
Total Loans
$983,133 $45,153 $14,217 $439 $1,042,942 
December 31, 2021
Pass
Special
Mention
Substandard
Doubtful
Total
(Dollars in Thousands)
Real Estate:
Residential
$317,964 $845 $1,989 $— $320,798 
Commercial
355,895 27,168 9,061 — 392,124 
Construction
69,441 13,035 2,552 — 85,028 
Commercial and Industrial
72,584 14,463 1,451 512 89,010 
Consumer
122,136 — 16 — 122,152 
Other
11,616 68 — — 11,684 
Total Loans
$949,636 $55,579 $15,069 $512 $1,020,796 
The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of the dates indicated.
September 30, 2022
Loans
Current
30-59
Days
Past Due
60-89
Days
Past Due
90 Days
Or More
Past Due
Total
Past Due
Non-
Accrual
Total
Loans
(Dollars in Thousands)
Real Estate:
Residential
$326,527 $99 $— $— $99 $1,622 $328,248 
Commercial
430,569 91 — — 91 1,856 432,516 
Construction
49,502 — — — — — 49,502 
Commercial and Industrial
61,599 19 139 — 158 439 62,196 
Consumer
150,071 365 66 — 431 113 150,615 
Other
19,865 — — — — — 19,865 
Total Loans
$1,038,133 $574 $205 $— $779 $4,030 $1,042,942 
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December 31, 2021
Loans
Current
30-59
Days
Past Due
60-89
Days
Past Due
90 Days
Or More
Past Due
Total
Past Due
Non-
Accrual
Total
Loans
(Dollars in Thousands)
Real Estate:
Residential
$317,583 $1,805 $17 $— $1,822 $1,393 $320,798 
Commercial
389,522 544 — — 544 2,058 392,124 
Construction
85,028 — — — — — 85,028 
Commercial and Industrial
87,407 107 — — 107 1,496 89,010 
Consumer
121,636 419 81 — 500 16 122,152 
Other
11,684 — — — — — 11,684 
Total Loans
$1,012,860 $2,875 $98 $— $2,973 $4,963 $1,020,796 

Additional interest income that would have been recorded if the loans that were nonaccrual at September 30, 2022 were current was $56,000 and $142,000 for the three and nine months ended September 30, 2022, respectively, and $33,000 and $136,000 for the three and nine months ended September 30, 2021, respectively.
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The following table sets forth the amounts and categories of nonperforming assets at the dates indicated. Included in nonperforming loans and assets are troubled debt restructurings (“TDRs”), which are loans whose contractual terms have been restructured in a manner which grants a concession to a borrower experiencing financial difficulties. Nonaccrual TDRs are included in their specific loan category in the nonaccrual loans section.
September 30,
2022
December 31,
2021
(Dollars in Thousands)
Nonaccrual Loans:
Real Estate:
Residential
$1,622 $1,393 
Commercial
1,856 2,058 
Commercial and Industrial
439 1,496 
Consumer
113 16 
Total Nonaccrual Loans
4,030 4,963 
Accruing Loans Past Due 90 Days or More:
Total Accruing Loans Past Due 90 Days or More
— — 
Total Nonaccrual Loans and Accruing Loans Past Due 90 Days or More
4,030 4,963 
Troubled Debt Restructurings, Accruing:
Real Estate
Residential
544 613 
Commercial
1,297 1,674 
Commercial and Industrial
16 
Total Troubled Debt Restructurings, Accruing
1,850 2,303 
Total Nonperforming Loans
5,880 7,266 
Other Real Estate Owned:
Residential
— 36 
Total Other Real Estate Owned
— 36 
Total Nonperforming Assets
$5,880 $7,302 
Nonperforming Loans to Total Loans
0.56 %0.71 %
Nonperforming Assets to Total Assets
0.41 0.51 
The recorded investment of residential real estate loans for which formal foreclosure proceedings were in process according to applicable requirements of the local jurisdiction was $944,456 and $571,000 at September 30, 2022 and December 31, 2021, respectively.
As of September 30, 2022, the Company had no TDR loans in forbearance. There were no modifications to troubled debt restructurings during the three months ended September 30, 2022. As of December 31, 2021, there was no TDR loan in forbearance.



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The following table presents a summary of the loans considered to be impaired as of the dates indicated.
September 30, 2022
Quarter EndedYear to Date
Recorded
Investment
Related
Allowance
Unpaid
Principal
Balance
Average
Recorded
Investment
Interest
Income
Recognized
Average
Recorded
Investment
Interest
Income
Recognized
(Dollars in thousands)
With No Related Allowance Recorded:
Real Estate:
Residential
$1,053 $1,058 $1,057 $14 $1,110 $37 
Commercial
11,140 11,255 11,254 121 10,681 289 
Construction
328 328 331 430 13 
Commercial and Industrial
104 104 115 906 47 
Total With No Related Allowance Recorded
$12,625 $— $12,745 $12,757 $142 $13,127 $386 
With A Related Allowance Recorded:
Real Estate:
Residential
$— $— $— $— $— $— $— 
Commercial
1,636 68 1,636 1,644 35 733 47 
Construction
— 146 — — — 1,106 36 
Commercial and Industrial
439 — 703 447 — 242 
Total With A Related Allowance Recorded
$2,075 $214 $2,339 $2,091 $35 $2,081 $84 
Total Impaired Loans:
Real Estate:
Residential
$1,053 $— $1,058 $1,057 $14 $1,110 $37 
Commercial
12,776 68 12,891 12,898 156 11,414 336 
Construction
328 146 328 331 1,536 49 
Commercial and Industrial
543 — 807 562 1,148 48 
Total Impaired Loans
$14,700 $214 $15,084 $14,848 $177 $15,208 $470 
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December 31, 2021
Recorded
Investment
Related
Allowance
Unpaid
Principal
Balance
Average
Recorded
Investment
Interest
Income
Recognized
(Dollars in thousands)
With No Related Allowance Recorded:
Real Estate:
Residential
$1,133 $1,137 $1,158 $46 
Commercial
9,733 9,787 27,207 927 
Construction540 540 887 34 
Commercial and Industrial
1,979 2,286 3,230 49 
Total With No Related Allowance Recorded
$13,385 $— $13,750 $32,482 $1,056 
With A Related Allowance Recorded:
Real Estate:
Residential
$— $— $— $— $— 
Commercial
266 195 266 421 19 
Construction2,013 104 2,013 169 
Commercial and Industrial
— — — 1,316 29 
Total With A Related Allowance Recorded
$2,279 $299 $2,279 $1,906 $55 
Total Impaired Loans
Real Estate:
Residential
$1,133 $— $1,137 $1,158 $46 
Commercial
9,999 195 10,053 27,628 946 
Construction2,553 104 2,553 1,056 41 
Commercial and Industrial
1,979 — 2,286 4,546 78 
Total Impaired Loans
$15,664 $299 $16,029 $34,388 $1,111 
The recorded investment of loans evaluated for impairment decreased $964,000 at September 30, 2022 compared to December 31, 2021 and was primarily related to commercial real estate loans.


The following tables present the activity in the allowance for loan losses summarized by primary segments and segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for potential impairment at the dates and for the periods indicated.
Real
Estate
Residential
Real
Estate
Commercial
Real
Estate
Construction
Commercial
and
Industrial
Consumer
Other
Unallocated
Total
(Dollars in thousands)
June 30, 2022$1,654 $6,023 $471 $2,349 $1,502 $— $834 $12,833 
Charge-offs
— — — — (46)— — (46)
Recoveries
16 — — 38 13 — — 67 
Provision (Recovery)148 (24)94 (211)89 — (96)— 
September 30, 2022$1,818 $5,999 $565 $2,176 $1,558 $— $738 $12,854 


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Real
Estate
Residential
Real
Estate
Commercial
Real
Estate
Construction
Commercial
and
Industrial
Consumer
Other
Unallocated
Total
(Dollars in thousands)
December 31, 2021$1,420 $5,960 $1,249 $1,151 $1,050 $— $752 $11,582 
Charge-offs
(33)— — (2,712)(85)— — (2,830)
Recoveries
143 — — 106 69 — — 318 
Provision (Recovery)288 39 (684)3,631 524 — (14)3,784 
September 30, 2022$1,818 $5,999 $565 $2,176 $1,558 $— $738 $12,854 


September 30, 2022
Real
Estate
Residential
Real
Estate
Commercial
Real
Estate
Construction
Commercial
and
Industrial
Consumer
Other
Unallocated
Total
(Dollars in thousands)
Individually Evaluated for Impairment
$— $68 $146 $— $— $— $— $214 
Collectively Evaluated for Potential Impairment
$1,818 $5,931 $419 $2,176 $1,558 $— $738 $12,640 
December 31, 2021
Real
Estate
Residential
Real
Estate
Commercial
Real
Estate
Construction
Commercial
and
Industrial
Consumer
Other
Unallocated
Total
(Dollars in thousands)
Individually Evaluated for Impairment
$— $195 $104 $— $— $— $— $299 
Collectively Evaluated for Potential Impairment
$1,420 $5,765 $1,145 $1,151 $1,050 $— $752 $11,283 
Real
Estate
Residential
Real
Estate
Commercial
Real
Estate
Construction
Commercial
and
Industrial
Consumer
Other
Unallocated
Total
(Dollars in thousands)
June 30, 2021$1,588 $5,582 $1,136 $1,152 $941 $— $1,145 $11,544 
Charge-offs
— — — — (19)— — (19)
Recoveries
— — 11 43 — — 56 
(Recovery) Provision(98)347 (71)(21)(12)— (145)— 
September 30, 2021$1,492 $5,929 $1,065 $1,142 $953 $— $1,000 $11,581 


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Real
Estate
Residential
Real
Estate
Commercial
Real
Estate
Construction
Commercial
and
Industrial
Consumer
Other
Unallocated
Total
(Dollars in thousands)
December 31, 2020$2,249 $6,010 $889 $1,423 $1,283 $— $917 $12,771 
Charge-offs
— — — — (139)— — (139)
Recoveries
15 — — 33 101 — — 149 
(Recovery) Provision(772)(81)176 (314)(292)— 83 (1,200)
September 30, 2021$1,492 $5,929 $1,065 $1,142 $953 $— $1,000 $11,581 

September 30, 2021
Real
Estate
Residential
Real
Estate
Commercial
Real
Estate
Construction
Commercial
and
Industrial
Consumer
Other
Unallocated
Total
(Dollars in thousands)
Individually Evaluated for Impairment
$— $199 $— $— $— $— $— $199 
Collectively Evaluated for Potential Impairment
$1,492 $5,730 $1,065 $1,142 $953 $— $1,000 $11,382 
The following table presents the major classifications of loans summarized by individually evaluated for impairment and collectively evaluated for potential impairment as of the dates indicated. At September 30, 2022 and December 31, 2021, commercial and industrial loans include $768,000 and $24.5 million, respectively, of PPP loans collectively evaluated for potential impairment. No allowance for loan loss was allocated to the PPP loan portfolio due to the Bank complying with the lender obligations that ensure SBA guarantee.
September 30, 2022
Real
Estate
Residential
Real
Estate
Commercial
Real
Estate
Construction
Commercial
and
Industrial
Consumer
Other
Total
(Dollars in thousands)
Individually Evaluated for Impairment
$1,053 $12,776 $328 $543 $— $— $14,700 
Collectively Evaluated for Potential Impairment
327,195 419,740 49,174 61,653 150,615 19,865 1,028,242 
Total Loans
$328,248 $432,516 $49,502 $62,196 $150,615 $19,865 $1,042,942 
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December 31, 2021
Real
Estate
Residential
Real
Estate
Commercial
Real
Estate
Construction
Commercial
and
Industrial
Consumer
Other
Total
(Dollars in thousands)
Individually Evaluated for Impairment
$1,133 $9,999 $2,553 $1,979 $— $— $15,664 
Collectively Evaluated for Potential Impairment
319,665 382,125 82,475 87,031 122,152 11,684 1,005,132 
Total Loans$320,798 $392,124 $85,028 $89,010 $122,152 $11,684 $1,020,796 
The following table presents changes in the accretable discount on the loans acquired at fair value at the dates indicated.
Accretable Discount
(Dollars in Thousands)
December 31, 2021$726 
Accretable Yield
(178)
September 30, 2022$548 
Note 5. Short-Term Borrowings
Borrowings with original maturities of one year or less are classified as short-term and may consist of borrowings with the Federal Home Loan Bank ("FHLB"), securities sold under agreements to repurchase or borrowings on revolving lines of credit with the Federal Reserve Bank or other correspondent banks. Securities sold under repurchase agreements are comprised of customer repurchase agreements, which are overnight sweep accounts with next-day maturities utilized by commercial customers to earn interest on their funds. Securities are pledged as collateral under these agreements in an amount at least equal to the outstanding balance and the collateral pledging requirements are monitored on a daily basis.

The following table sets forth the components of short-term borrowings as of the dates indicated.
September 30, 2022December 31, 2021
AmountWeighted
Average
Rate
AmountWeighted
Average
Rate
(Dollars in thousands)
Securities Sold Under Agreements to Repurchase:
Balance at Period End$18,108 0.57 %$39,266 0.17 %
Average Balance Outstanding During the Period33,581 0.22 43,988 0.22 
Maximum Amount Outstanding at any Month End39,219 52,777 
Securities Collaterizing the Agreements at Period-End:
Carrying Value39,280 59,867 
Market Value33,584 59,339 
Note 6. Fair Value Disclosure
FASB ASC 820 “Fair Value Measurement” defines fair value and provides the framework for measuring fair value and required disclosures about fair value measurements. Fair value is defined as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability at the transaction date. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used in valuation methods to determine fair value.
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The three levels of fair value hierarchy are as follows:
Level 1 –    Fair value is based on unadjusted quoted prices in active markets that are accessible to the Company for identical assets. These generally provide the most reliable evidence and are used to measure fair value whenever available.
Level 2 –    Fair value is based on significant inputs, other than Level 1 inputs, that are observable either directly or indirectly for substantially the full term of the asset through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets, quoted market prices in markets that are not active for identical or similar assets, and other observable inputs.
Level 3 –    Fair value is based on significant unobservable inputs. Examples of valuation methodologies that would result in Level 3 classification include option pricing models, discounted cash flows, and other similar techniques.
This hierarchy requires the use of observable market data when available. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement.
The following table presents the financial assets measured at fair value on a recurring basis and reported on the Consolidated Statements of Financial Condition as of the dates indicated, by level within the fair value hierarchy. The majority of the Company’s securities are included in Level 2 of the fair value hierarchy. Fair values for Level 2 securities were primarily determined by a third-party pricing service using both quoted prices for similar assets, when available, and model-based valuation techniques that derive fair value based on market-corroborated data, such as instruments with similar prepayment speeds and default interest rates. The standard inputs that are normally used include benchmark yields of like securities, reportable trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. There were no transfers into or out of Level 3 during the nine months ended September 30, 2022 or year ended December 31, 2021.
Fair Value
Hierarchy
September 30
2022
December 31
2021
(Dollars in thousands)
Securities:
Available-for-Sale Debt Securities
U.S. Government Agencies
Level 2
$44,347 $52,561 
Obligations of States and Political Subdivisions
Level 2
13,133 18,955 
Mortgage-Backed Securities - Government-Sponsored Enterprises
Level 2
42,486 56,559 
Collateralized Mortgage Obligations - Government Sponsored Enterprises
Level 2
82,816 86,583 
Corporate DebtLevel 28,450 7,450 
Total Available-for-Sale Debt Securities191,232 222,108 
Equity Securities
Mutual Funds
Level 1
873 990 
Other
Level 1
1,741 1,876 
Total Equity Securities2,614 2,866 
Total Securities$193,846 $224,974 
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The following table presents the financial assets on the Consolidated Statements of Financial Condition measured at fair value on a nonrecurring basis as of the dates indicated by level within the fair value hierarchy for only those nonrecurring assets that had a fair value below the carrying amount. The table also presents the significant unobservable inputs used in the fair value measurements.
Financial AssetFair Value HierarchySeptember 30,
2022
Valuation
Techniques
Significant Unobservable InputsRangeWeighted Average
(Dollars in thousands)
Impaired Loans Individually AssessedLevel 3$1,861 
Appraisal of Collateral (1)
Appraisal Adjustments (2)
%to50 %13.3%
Financial AssetFair Value HierarchyDecember 31,
2021
Valuation
Techniques
Significant Unobservable InputsRangeWeighted Average
(Dollars in thousands)
Impaired Loans Individually AssessedLevel 3$1,980 
Appraisal of Collateral (1)
Appraisal Adjustments (2)
%to50 %
15.8%
Mortgage Servicing RightsLevel 3141 Discounted Cash FlowDiscount Rate%to11 %10.1%
Prepayment Speed%to36 %7.5%
OREOLevel 336 
Appraisal of Collateral (1)
Liquidation Expenses (2)
10 %to30 %
26.6%
(1)Fair value is generally determined through independent appraisals of the underlying collateral, which may include various Level 3 inputs, which are not identifiable.
(2)Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of appraisal adjustments and liquidation expense are presented as a percent of the appraisal.
Impaired loans are evaluated when a loan is identified as impaired and valued at the lower of cost or fair value at that time. Impaired loans that are collateral dependent are written down to fair value through the establishment of specific reserves. Fair value is measured based on the value of the collateral securing these loans and is classified as Level 3 in the fair value hierarchy. At September 30, 2022 and December 31, 2021, the fair value of impaired loans consists of the loan balances of $2.1 million and $2.3 million, respectively, less their specific valuation allowances of $214,000 and $299,000, respectively.
The fair value of mortgage servicing rights ("MSRs") is determined by calculating the present value of estimated future net servicing cash flows, considering expected mortgage loan prepayment rates, discount rates, servicing costs and other economic factors, which are determined based on current market conditions. The expected rate of mortgage loan prepayments is the most significant factor driving the value of MSRs. MSRs are considered impaired if the carrying value exceeds fair value. Since the valuation model includes significant unobservable inputs as listed above, MSRs are classified as Level 3. MSRs are reported in Other Assets in the Consolidated Statements of Financial Condition and are amortized into mortgage servicing income in Other Income in the Consolidated Statements of Income.
OREO properties are evaluated at the time of acquisition and recorded at fair value, less estimated selling costs. After acquisition, OREO is recorded at the lower of cost or fair value, less estimated selling costs. The fair value of an OREO property is determined from a qualified independent appraisal and is classified as Level 3 in the fair value hierarchy.
Financial instruments are defined as cash, evidence of an ownership in an entity, or a contract which creates an obligation or right to receive or deliver cash or another financial instrument from/to a second entity on potentially favorable or unfavorable terms.
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. If no readily available market exists, the fair value estimates for financial instruments should be based upon management’s judgment regarding current economic conditions, interest rate risk, expected cash flows, future estimated losses and other factors, as determined through various option pricing formulas or simulation modeling. As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain, the resulting estimated fair values may not be indicative of the amount realizable in the sale of a particular financial instrument. In addition, changes in the assumptions on which the estimated fair values are based may have significant impact on the resulting estimated fair values.
As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments, the estimated fair value of financial instruments would not represent the full value of the Company.
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The following table presents the estimated fair values of the Company’s financial instruments at the dates indicated.
September 30, 2022December 31, 2021
Fair Value
Hierarchy
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
(Dollars in thousands)
Financial Assets:
Cash and Due From Banks:
Interest Bearing
Level 1
$99,949 $99,949 $63,968 $63,968 
Non-Interest Bearing
Level 1
22,852 22,852 55,706 55,706 
Securities
See Above
193,846 193,846 224,974 224,974 
Loans, Net
Level 3
1,030,088 1,002,426 1,009,214 1,039,980 
Restricted Stock
Level 2
2,784 2,784 3,403 3,403 
Mortgage Servicing RightsLevel 3658 1,019 730 773 
Accrued Interest Receivable
Level 2
3,409 3,409 3,350 3,350 
Financial Liabilities:
Deposits
Level 2
1,275,834 1,272,403 1,226,613 1,227,653 
Short-Term Borrowings
Level 2
18,108 18,099 39,266 39,266 
Other Borrowed Funds
FHLB BorrowingsLevel 23,000 3,000 3,000 3,000 
Subordinated DebtLevel 214,627 13,490 14,601 15,000 
Accrued Interest Payable
Level 2
515 515 486 486 
Note 7. Commitments and Contingent Liabilities
The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business primarily to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby and performance 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 Statements of Financial Condition. The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby and performance letters of credit written is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.
Commitments and conditional obligations are evaluated the same as on-balance-sheet instruments but do not have a corresponding reserve recorded. The Company’s opinion on not implementing a corresponding reserve for off-balance-sheet instruments is supported by historical factors of no losses recorded due to these items. The Company is continually evaluating these items for credit quality and any future need for the corresponding reserve.
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The following table presents the unused and available credit balances of financial instruments whose contracts represent credit risk at the dates indicated.
September 30,
2022
December 31,
2021
(Dollars in thousands)
Standby Letters of Credit
$110 $110 
Performance Letters of Credit
1,657 2,873 
Construction Mortgages
39,631 55,597 
Personal Lines of Credit
6,992 7,055 
Overdraft Protection Lines
5,402 5,709 
Home Equity Lines of Credit
23,526 21,187 
Commercial Lines of Credit
65,443 83,316 
Total Commitments
$142,761 $175,847 
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 and may require payment of a fee by the customer. Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties.
Performance letters of credit represent conditional commitments issued by the Company to guarantee the performance of a customer to a third party. These instruments are issued primarily to support bid or performance-related contracts. The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management. Fees earned from the issuance of these letters are recognized upon expiration of the letter. For secured letters of credit, the collateral is typically Company deposit instruments or customer business assets.
Note 8. Leases
The Company evaluates contracts at commencement to determine if a lease is present. The Company’s lease contracts are all classified as operating leases and create operating right-of-use (“ROU”) assets and corresponding lease liabilities on the Consolidated Statements of Financial Condition. The leases are primarily ROU assets of land and building for branch and loan production locations. ROU assets are reported in Accrued Interest Receivable and Other Assets and the related lease liabilities in Accrued Interest Payable and Other Liabilities on the Consolidated Statements of Financial Condition.
The following tables present the lease expense, ROU assets, weighted average term, discount rate and maturity analysis of lease liabilities for operating leases for the periods and dates indicated.
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022202120222021
(Dollars in thousands)
Operating Lease Expense$89 $74 $261 $257 
Short-Term Lease Expense— — 25 
Variable Lease Expense21 24 
Total Lease Expense$96 $90 $282 $306 

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September 30,
2022
December 31,
2021
(Dollars in thousands)
Operating Leases:
ROU Assets$1,730 $674 
Weighted Average Lease Term in Years8.717.33
Weighted Average Discount Rate2.58 %2.51 %

September 30,
2022
(Dollars in thousands)
Maturity Analysis:
Due in One Year$328 
Due After One Year to Two Years263 
Due After Two Years to Three Years240 
Due After Three Years to Four Years195 
Due After Four to Five Years198 
Due After Five Years915 
Total$2,139 
Less: Present Value Discount234 
Lease Liabilities$1,905 

During the nine months ended September 30, 2022, the Company entered into a new lease agreement for the McMurray, PA branch, for a 10-year term ending March 31, 2032, as well as a new lease agreement for the Waynesburg branch, for a 5-year term ending July 31, 2027. The increase to the operating Right of Use Asset and corresponding lease liability is approximately $1.3 million.

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Note 9. Other Noninterest Expense
The details of other noninterest expense for the Company’s Consolidated Statements of Income for the periods indicated are as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022202120222021
(Dollars in thousands)
Non-Employee Compensation$139 $184 $410 $473 
Printing and Supplies63 55 190 218 
Postage163 86 300 265 
Telephone132 145 390 472 
Charitable Contributions39 45 120 80 
Dues and Subscriptions24 33 121 121 
Loan Expenses209 86 459 288 
Meals and Entertainment33 31 101 91 
Travel43 27 116 77 
Training10 41 29 
Bank Assessment47 46 141 134 
Insurance70 54 201 173 
Miscellaneous91 106 309 409 
Total Other Noninterest Expense$1,063 $903 $2,899 $2,830 
Note 10. Segment and Related Information
At September 30, 2022, the Company’s business activities were comprised of two operating segments, which are community banking and insurance brokerage services. CB Financial is the parent company of the Bank and Exchange Underwriters, a wholly owned subsidiary of the Bank. Exchange Underwriters has an independent board of directors from the Company and is managed separately from the banking and related financial services that the Company offers. Exchange Underwriters is an independent insurance agency that offers property, casualty, commercial liability, surety and other insurance products.

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The following is a table of selected financial data for the Company’s subsidiaries and consolidated results at the dates and for the periods indicated.
Community BankExchange Underwriters, Inc.CB Financial Services, Inc.Net EliminationsConsolidated
(Dollars in thousands)
September 30, 2022
Assets$1,425,905 $5,173 $121,522 $(126,680)$1,425,920 
Liabilities1,321,603 1,835 14,815 (19,039)1,319,214 
Stockholders' Equity104,302 3,338 106,707 (107,641)106,706 
December 31, 2021
Assets$1,425,588 $5,110 $147,829 $(153,048)$1,425,479 
Liabilities1,299,325 1,731 14,705 (23,406)1,292,355 
Stockholders' Equity126,263 3,379 133,124 (129,642)133,124 
Three Months Ended September 30, 2022
Interest and Dividend Income$12,267 $$1,246 $(1,227)$12,287 
Interest Expense1,117 — 155 — 1,272 
Net Interest and Dividend Income11,150 1,091 (1,227)11,015 
Provision for Loan Losses— — — — — 
Net Interest and Dividend Income After Provision for Loan Losses11,150 1,091 (1,227)11,015 
Noninterest Income (Loss)1,343 1,406 (10)— 2,739 
Noninterest Expense7,741 1,082 — 8,827 
Undistributed Net Income (Loss) of Subsidiary230 — 2,807 (3,037)— 
Income Before Income Tax Expense (Benefit)4,982 325 3,884 (4,264)4,927 
Income Tax Expense (Benefit)948 95 (45)— 998 
Net Income$4,034 $230 $3,929 $(4,264)$3,929 
Nine Months Ended September 30, 2022
Interest and Dividend Income$33,802 $$3,779 $(3,724)$33,861 
Interest Expense2,325 — 467 — 2,792 
Net Interest and Dividend Income31,477 3,312 (3,724)31,069 
Provision for Loan Losses3,784 — — — 3,784 
Net Interest and Dividend Income After Provision for Loan Losses27,693 3,312 (3,724)27,285 
Noninterest Income (Loss)3,023 4,572 (136)— 7,459 
Noninterest Expense22,806 3,074 13 — 25,893 
Undistributed Net Income of Subsidiary1,064 — 3,762 (4,826)— 
Income Before Income Tax Expense (Benefit)8,974 1,502 6,925 (8,550)8,851 
Income Tax Expense (Benefit)1,488 438 (169)— 1,757 
Net Income$7,486 $1,064 $7,094 $(8,550)$7,094 
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Community BankExchange Underwriters, Inc.CB Financial Services, Inc.Net EliminationsConsolidated
(Dollars in thousands)
Three Months Ended September 30, 2021
Interest and Dividend Income$10,768 $$1,311 $(1,294)$10,786 
Interest Expense776 — — — 776 
Net Interest and Dividend Income9,992 1,311 (1,294)10,010 
Provision for Loan Losses— — — — — 
Net Interest and Dividend Income After Provision for Loan Losses9,992 1,311 (1,294)10,010 
Noninterest Income975 1,195 28 — 2,198 
Noninterest Expense8,750 1,020 — 9,773 
Undistributed Net Income of Subsidiary124 — 654 (778)— 
Income Before Income Tax Expense2,341 176 1,990 (2,072)2,435 
Income Tax Expense393 52 — 452 
Net Income$1,948 $124 $1,983 $(2,072)$1,983 
Nine Months Ended September 30, 2021
Interest and Dividend Income$32,536 $$8,456 $(8,402)$32,594 
Interest Expense2,673 — — — 2,673 
Net Interest and Dividend Income29,863 8,456 (8,402)29,921 
(Recovery) for Loan Losses(1,200)— — — (1,200)
Net Interest and Dividend Income After (Recovery) for Loan Losses31,063 8,456 (8,402)31,121 
Noninterest Income3,319 3,995 277 — 7,591 
Noninterest Expense29,898 2,983 — 32,890 
Undistributed Net Income (Loss) of Subsidiary710 — (4,096)3,386 — 
Income Before Income Tax Expense5,194 1,016 4,628 (5,016)5,822 
Income Tax Expense888 306 23 — 1,217 
Net Income$4,306 $710 $4,605 $(5,016)$4,605 


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Note 11. Stock Based Compensation
The following table presents stock option information for the period indicated.
Number of SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual
Life in Years
Outstanding Options at December 31, 2021207,641 $24.01 4.8
Granted89,465 25.79 
Exercised(12,500)22.25 
Forfeited(12,858)26.43 
Outstanding Options at September 30, 2022271,748 $24.56 5.4
Exercisable Options at September 30, 2022177,683 $24.32 3.6
Number of SharesWeighted Average Exercise PriceWeighted Average Remaining Service Period in Years
Nonvested Options at September 30, 202294,065 $25.02 9.0
Summary of Significant Assumptions for Newly Issued Stock Options
Expected Term in Years6.5
Expected Volatility28.7 %
Expected Dividends$0.96 
Risk Free Rate of Return1.60 %
Weighted Average Grant Date Fair Value (per share)$4.86 
The following table presents restricted stock award information for the period indicated
Number of SharesWeighted Average Grant Date Fair Value PriceWeighted Average Remaining Service Period in Years
Nonvested Restricted Stock at December 31, 202156,140 $23.90 5.3
Granted21,765 26.07 
Vested(1,120)19.14 
Forfeited(3,715)24.01 
Nonvested Restricted Stock at September 30, 202273,070 $24.61 4.2
The Company recognizes expense over a five-year vesting period for the restricted stock awards and stock options. Stock-based compensation expense related to restricted stock awards and stock options was $145,000 and $169,000 for the three months ended September 30, 2022 and 2021, and $424,000 and $415,000 for the nine months ended September 30, 2022 and 2021, respectively.
As of September 30, 2022 and December 31, 2021, total unrecognized compensation expense was $386,945 and $65,000, respectively, related to stock options, and $1.4 million and $1.3 million, respectively, related to restricted stock awards.
Intrinsic value represents the amount by which the fair value of the underlying stock at September 30, 2022 and December 31, 2021 exceeds the exercise price of the stock options. The intrinsic value of stock options was $32,280 and $296,000 at September 30, 2022 and December 31, 2021, respectively.
At September 30, 2022 and December 31, 2021, respectively, there were 362,175 and 500,000 shares available under the Plan to be issued in connection with the exercise of stock options, and 144,870 and 200,000 shares that may be issued as restricted stock awards or units. Restricted stock awards or units may be issued above this amount provided that the number of shares reserved for stock options is reduced by two and one-half shares for each restricted stock award or unit share granted.
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Note 12. Subsequent Events
The Company evaluated subsequent events through the date the consolidated financial statements were filed with the SEC and incorporated into the consolidated financial statements the effect of all material known events determined by Accounting Standards Codification ("ASC") 855, Subsequent Events, to be recognizable events.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This discussion should be read in conjunction with the unaudited consolidated financial statements, notes and tables included in this report. For further information, refer to the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Forward-Looking Statements
This report contains certain “forward-looking statements” within the meaning of the federal securities laws. These statements are not historical facts, but rather statements based on the Company’s current expectations regarding its business strategies, intended results and future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions. Management’s ability to predict results or the effect of future plans or strategies is inherently uncertain. Factors which could affect actual results include, but are not limited to, the following:
General and local economic conditions;
The scope and duration of economic contraction as a result of the COVID-19 pandemic and its effects on the Company’s business and that of the Company’s customers;
Government action in response to the COVID-19 pandemic and its effects on the Company's business and that of the Company's customers;
Our ability to realize the expected cost savings and other efficiencies related to our branch optimization and operational efficiency initiatives;
Changes in market interest rates, deposit flows, demand for loans, real estate values and competition;
Competitive products and pricing;
The ability of our customers to make scheduled loan payments;
Loan delinquency rates and trends;
Our ability to manage the risks involved in our business;
Our ability to integrate the operations of businesses we acquire;
Our ability to control costs and expenses;
Inflation, market and monetary fluctuations;
Changes in federal and state legislation and regulation applicable to our business;
Actions by our competitors; and
Other factors disclosed in the Company’s periodic reports as filed with the Securities and Exchange Commission.
Many of these risks and uncertainties have been elevated by and may continue to be elevated by the COVID-19 pandemic. The ability to predict the impact of the ongoing COVID-19 pandemic on the Company’s future operating results with any precision is difficult and depends on many factors beyond our control.
These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company assumes no obligation to update any forward-looking statements except as may be required by applicable law or regulation.
General
CB Financial Services is a bank holding company established in 2006 and headquartered in Carmichaels, Pennsylvania. CB Financial’s business activity is conducted primarily through its wholly owned bank subsidiary, Community Bank.
The Bank is a Pennsylvania-chartered commercial bank headquartered in Carmichaels, Pennsylvania. The Bank operates from 11 branches in Greene, Allegheny, Washington, Fayette and Westmoreland Counties in southwestern Pennsylvania and three offices in Marshall and Ohio Counties in West Virginia. The Bank also has a loan production office in Allegheny County, a corporate center in Washington County and an operations center in Greene County, all of which are in Pennsylvania. The Bank is a community-oriented institution offering residential and commercial real estate loans, commercial and industrial loans, and consumer loans as well as a variety of deposit products for individuals and businesses in its market area. Property and casualty, commercial liability, surety and other insurance products are offered through Exchange Underwriters, Inc., the Bank’s wholly owned subsidiary that is a full-service, independent insurance agency located in Washington County.
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Overview
The following discussion and analysis is presented to assist in the understanding and evaluation of our consolidated financial condition and results of operations. It is intended to complement the unaudited consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q and should be read in conjunction therewith. The detailed discussion focuses on our consolidated financial condition as of September 30, 2022, compared to the consolidated financial condition as of December 31, 2021 and the consolidated results of operations for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021.
Our results of operations depend primarily on our net interest income. Net interest income is the difference between the interest income we earn on our interest-earning assets and the interest we pay on our interest-bearing liabilities. Our results of operations also are affected by our provisions for loan losses, noninterest income and noninterest expense. Noninterest income consists primarily of fees and service charges on deposit accounts, insurance commissions, income from bank-owned life insurance and other income. Noninterest expense consists primarily of expenses related to salaries and employee benefits, occupancy and equipment, data processing, contracted services, legal and professional fees, advertising, deposit and general insurance and other expenses.
Financial institutions like us, in general, are significantly affected by economic conditions, competition, and the monetary and fiscal policies of the federal government. Lending activities are influenced by the demand for and supply of housing, competition among lenders, interest rate conditions, and funds availability. Our operations and lending are principally concentrated in southwestern Pennsylvania and Ohio Valley market areas.

Explanation of Use of Non-GAAP Financial Measures
In addition to financial measures presented in accordance with U.S. GAAP, we present certain non-GAAP financial measures. We believe these non-GAAP financial measures provide useful information in understanding our underlying results of operations or financial position and our business and performance trends as they facilitate comparisons with the performance of other companies in the financial services industry. Non-GAAP adjusted items impacting the Company's financial performance are identified to assist investors in providing a complete understanding of factors and trends affecting the Company’s business and in analyzing the Company’s operating results on the same basis as that applied by management. Although we believe that these non-GAAP financial measures enhance the understanding of our business and performance, they should not be considered an alternative to GAAP or considered to be more important than financial results determined in accordance with GAAP, nor are they necessarily comparable with non-GAAP measures which may be presented by other companies. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found herein.
The interest income on interest-earning assets, net interest rate spread and net interest margin are presented on a fully tax-equivalent (“FTE”) basis. The FTE basis adjusts for the tax benefit of income on certain tax-exempt loans and securities using the federal statutory income tax rate of 21.0%. We believe the presentation of net interest income on a FTE basis ensures comparability of net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice.
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The following table reconciles net interest income, net interest spread and net interest margin on a FTE basis for the periods indicated:
Three Months Ended
Nine Months Ended
September 30,September 30,
2022202120222021
(Dollars in thousands)
Interest Income (GAAP)$12,287 $10,786 $33,861 $32,594 
Adjustment to FTE Basis
31 41 105 131 
Interest Income (FTE) (Non-GAAP)
12,318 10,827 33,966 32,725 
Interest Expense (GAAP)1,272 776 2,792 2,673 
Net Interest Income (FTE) (Non-GAAP)
$11,046 $10,051 $31,174 $30,052 
Net Interest Rate Spread (GAAP)
3.10 %2.77 %3.03 %2.80 %
Adjustment to FTE Basis
0.01 0.01 0.01 0.01 
Net Interest Rate Spread (FTE) (Non-GAAP)
3.11 2.78 3.04 2.81 
Net Interest Margin (GAAP)
3.29 %2.88 %3.17 %2.92 %
Adjustment to FTE Basis
0.01 0.01 0.01 0.01 
Net Interest Margin (FTE) (Non-GAAP)
3.30 2.89 3.18 2.93 
Allowance for loan losses to total loans, excluding PPP loans, is a non-GAAP measure that serves as a useful measurement to evaluate the allowance for loan losses without the impact of SBA guaranteed loans.
September 30,
2022
December 31, 2021
(Dollars in thousands) 
Allowance for Loan Losses (Numerator)$12,854 $11,582 
Total Loans1,042,942 $1,020,796 
PPP Loans(768)(24,523)
Total Loans, Excluding PPP Loans (Non-GAAP) (Denominator)$1,042,174 $996,273 
Allowance for Loan Losses to Total Loans (GAAP)1.23 %1.13 %
Allowance for Loan Losses to Total Loans, Excluding PPP Loans (Non-GAAP)1.23 %1.16 %
Tangible book value per common share is a non-GAAP measure calculated based on tangible common equity divided by period-end common shares outstanding. We believe this non-GAAP measure serves as a useful tool to help evaluate the strength and discipline of the Company's capital management strategies and as an additional, conservative measure of the Company’s total value.
September 30,
2022
December 31, 2021
(Dollars in thousands, except share and per share data) 
Stockholders' Equity (GAAP)$106,706 $133,124 
Goodwill and Other Intangible Assets, Net(13,691)(15,027)
Tangible Common Equity or Tangible Book Value (Non-GAAP) (Numerator)$93,015 $118,097 
Common Shares Outstanding (Denominator)5,096,672 5,260,672 
Book Value per Common Share (GAAP)$20.94 $25.31 
Tangible Book Value per Common Share (Non-GAAP)$18.25 $22.45 
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Consolidated Statements of Financial Condition Analysis
Assets
Total assets increased $441,000, or 0.03%, to $1.43 billion at both September 30, 2022 and December 31, 2021.
Cash and Securities
Cash and due from banks increased $3.1 million, or 2.6%, to $122.8 million at September 30, 2022, compared to $119.7 million at December 31, 2021. The change is primarily due to an increase in deposits as further described below in the Liabilities section.
Securities decreased $31.1 million, or 13.8%, to $193.8 million at September 30, 2022, compared to $225.0 million at December 31, 2021. Current period activity included $26.8 million of purchases, and $24.9 million of pay downs. The purchases were made to earn a higher yield on excess cash. In addition, there was a $32.8 million decrease in the market value of the debt securities portfolio, primarily due to the increase in market interest rates, and a $252,000 decline in market value in the equity securities portfolio, which is primarily comprised of bank stocks.
Payroll Protection Program (“PPP”) Update
PPP loans decreased $23.8 million to $768,000 at September 30, 2022 compared to $24.5 million at December 31, 2021 as a result of forgiveness and repayments.
$27,000 of net PPP loan origination fees were unearned at September 30, 2022 compared to $678,000 at December 31, 2021. $117,000 of net PPP loan origination fees were earned in the three months ended September 30, 2022 compared to $130,000 for the three months ended June 30, 2022.

Loans, Allowance for Loan Losses and Credit Quality
Total loans held for investment increased $22.1 million, or 2.17%, to $1.04 billion at September 30, 2022 compared to $1.02 billion at December 31, 2021. Excluding the net decline of $23.8 million in PPP loans in the current period, loans increased $45.9 million.
The allowance for loan losses was $12.9 million at September 30, 2022 and $11.6 million at December 31, 2021. As a result, the allowance for loan losses to total loans was 1.23% at September 30, 2022 compared to 1.13% at December 31, 2021. The allowance for loan losses to total loans, excluding PPP loans, was 1.23% at September 30, 2022 compared to 1.16% at December 31, 2021. The change in the allowance for loan losses was primarily due to adjustments to historical loss factors and changes in qualitative factors in particular economic and industry conditions since December 31, 2021.
Net recoveries for the three months ended September 30, 2022 were $21,000, or 0.01% of average loans on an annualized basis. Net recoveries for the three months ended September 30, 2021 were $37,000, or 0.01% of average loans on an annualized basis. Net charge-offs for the nine months ended September 30, 2022 were $2.5 million, or 0.33% of average loans on an annualized basis. Net recoveries for the nine months ended September 30, 2021 were $10,000, and has an immaterial effect on ratios for the period.
Nonperforming loans, which includes nonaccrual loans, accruing loans past due 90 days or more, and accruing loans that are considered troubled debt restructurings, were $5.9 million at September 30, 2022 compared to $7.3 million at December 31, 2021. Current nonperforming loans to total loans ratio was 0.56% compared to 0.71% at December 31, 2021.

Other
Intangible Assets decreased $1.3 million, or 24.6%, to $4.0 million at September 30, 2022 compared to $5.3 million at December 31, 2021 primarily due to amortization expense recognized during the period.
Accrued interest receivable and other assets increased $8.8 million, or 68.4%; to $21.7 million at September 30, 2022, compared to $12.9 million at December 31, 2021. This change was primarily driven by deferred taxes as a result of the increase in market interest rates conditions and the corresponding decrease in the market value of the mostly fixed rate securities portfolio.
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Liabilities
Total liabilities increased $26.9 million, or 2.1%, to $1.32 billion at September 30, 2022 compared to $1.29 billion at December 31, 2021.
Deposits
Total deposits increased $49.2 million to $1.28 billion as of September 30, 2022 compared to $1.23 billion at December 31, 2021, an annualized increase of 5.3%. Interest-bearing and non interest-bearing demand deposits increased $26.2 million and $15.8 million, respectively, partially offset by a decrease in time deposits of $15.8 million. Average total deposits increased $15.4 million, primarily in both interest-bearing and non interest -bearing demand deposits for the three months ended September 30, 2022 compared to the three months ended June 30, 2022.
Borrowings
Short-term borrowings decreased $21.2 million, or 53.9%, to $18.1 million at September 30, 2022, compared to $39.3 million at December 31, 2021. At September 30, 2022 and December 31, 2021, short-term borrowings were comprised entirely of securities sold under agreements to repurchase, which are related to business deposit customers whose funds, above designated target balances, are transferred into an overnight interest-earning investment account by purchasing securities from the Bank’s investment portfolio under an agreement to repurchase. A portion of this decrease is due to accounts that were being transitioned into other deposit products and account for most of the interest-bearing demand deposit increase.
Stockholders’ Equity
Stockholders’ equity decreased $26.4 million, or 19.8%, to $106.7 million at September 30, 2022, compared to $133.1 million at December 31, 2021. On February 15, 2022, the Company completed its stock repurchase program that was implemented on June 10, 2021. On April 21, 2022, a new $10 million repurchase program was authorized, with the Company repurchasing 57,710 shares at an average price of $22.51 per share since the inception of the plan.
Net income was $7.1 million for the nine months ended September 30, 2022.
Accumulated other comprehensive loss increased $25.7 million primarily due to the effect of market interest rate increases on the fair value of the Company’s debt securities.
In total, the Company has repurchased $4.7 million since December 31, 2021
The Company declared and paid $3.7 million in dividends to common stockholders in the current period.
Book value per share (GAAP) was $20.94 at September 30, 2022 compared to $25.31 at December 31, 2021, a decrease of $4.37. Tangible book value per share (Non-GAAP) decreased $4.20, or 18.7%, to $18.25 compared to $22.45 at December 31, 2021. Refer to Explanation of Use of Non-GAAP Financial Measures in this Report.
Consolidated Results of Operations for the Three Months Ended September 30, 2022 and 2021 
Overview. Net income was $3.9 million for the three months ended September 30, 2022, an increase of $1.9 million compared to net income of $2.0 million for the three months ended September 30, 2021.
Net Interest and Dividend Income. Net interest and dividend income increased $1.0 million, or 10.0%, to $11.0 million for the three months ended September 30, 2022 compared to $10.0 million for the three months ended September 30, 2021. Net interest margin (GAAP) increased to 3.29% for the three months ended September 30, 2022 compared to 2.88% for the three months ended September 30, 2021. Net interest margin (FTE) (Non-GAAP) increased 41 basis points (bps) to 3.30% for the three months ended September 30, 2022 compared to 2.89% for the three months ended September 30, 2021.
Interest and Dividend Income
Net interest margin (GAAP) increased to 3.29% for the three months ended September 30, 2022 compared to 2.88% for the three months ended September 30, 2021. Fully Tax Equivalent (“FTE”) Net interest margin (Non-GAAP) increased 41 bps to 3.30% for the three months ended September 30, 2022 compared to 2.89% for the three months ended September 30, 2021.
Interest and dividend income increased $1.5 million, or 13.9%, to $12.3 million for the three months ended September 30, 2022 compared to $10.8 million the three months ended September 30, 2021.
Interest income on loans increased $1.1 million, or 11.3%, to $10.8 million for the three months ended September 30, 2022 compared to $9.7 million for the three months ended September 30, 2021. The average balance of loans increased $19.9 million to $1.02 billion from $1.00 billion and the average yield increased 35 bps to 4.20% compared to 3.85%.
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Interest and fee income on PPP loans was $123,000 for the three months ended September 30, 2022 and contributed 4 bps to loan yield, compared to $484,000 for the three months ended September 30, 2021, which contributed 4 bps to loan yield.
The impact of the accretion of the credit mark on acquired loan portfolios was $47,000 for the three months ended September 30, 2022 compared to $94,000 for the three months ended September 30, 2021, or 2 bps in the current period compared to 4 bps in the prior period.
Interest income on taxable investment securities increased $142,000, or 16.8%, to $985,000 for the three months ended September 30, 2022 compared to $843,000 for the three months ended September 30, 2021 driven by a $24.3 million increase in average balance coupled with a 6 bps increased in average yield.

Interest Expense
Interest expense increased $496,000, or 63.9%, to $1.3 million for the three months ended September 30, 2022 compared to $776,000 for the three months ended September 30, 2021.
Interest expense on deposits increased $364,000, or 50.9%, to $1.1 million for the three months ended September 30, 2022 compared to $715,000 for the three months ended September 30, 2021. While average interest-earning deposit balances decreased $51.7 million, or 5.8%, to $842.4 million as of September 30, 2022 compared to $894.0 million as of September 30, 2021 , rising interest rates led to the repricing of higher-cost demand and money market deposits and resulted in a 19 bps, or 59.9%, increase in average cost compared to the three months ended September 30, 2021. In addition, the average balance of time deposits and the related average cost decreased $45.2 million and 11 bps, respectively. These decreases are partially offset by an increase in average other borrowings of $11.6 million or 193.7% to $17.6 million as of September 30, 2022 compared to $6.0 million as of September 30, 2021, which was driven by an increase in subordinated debt balance.

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Average Balances and Yields. The following table presents information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting average yields and costs. Average balances are derived from daily balances over the periods indicated. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense. FTE yield adjustments have been made for tax exempt loan and securities interest income utilizing a marginal federal income tax rate of 21.0% for the periods presented. As such, amounts will not agree to income as reported in the consolidated financial statements. The yields and costs for the periods indicated are derived by dividing annualized income or expense by the average balances of assets or liabilities, respectively, for the periods presented.
Three Months Ended September 30,
20222021
Average
Balance
Interest
and
Dividends
Yield/
Cost (1)
Average
Balance
Interest
and
Dividends
Yield/
Cost (1)
(Dollars in thousands) (Unaudited)
Assets:
Interest-Earning Assets:
Loans, Net (2)
$1,024,363 $10,833 4.20 %$1,004,474 $9,740 3.85 %
Debt Securities
Taxable222,110 985 1.77 197,763 843 1.71 
Exempt From Federal Tax7,998 62 3.10 11,647 90 3.09 
Equity Securities2,693 21 3.12 2,655 19 2.86 
Interest Bearing Deposits at Banks67,870 378 2.23 160,935 92 0.23 
Other Interest-Earning Assets2,784 39 5.56 3,512 43 4.86 
Total Interest-Earning Assets1,327,818 12,318 3.68 1,380,986 10,827 3.11 
Noninterest-Earning Assets68,796 88,291 
Total Assets$1,396,614 $1,469,277 
Liabilities and Stockholders' Equity:
Interest-Bearing Liabilities:
Interest-Bearing Demand Deposits (3)
$278,412 393 0.56 %$275,411 48 0.07 %
Savings (3)
251,148 20 0.03 251,801 21 0.03 
Money Market (3)
189,371 269 0.56 198,167 55 0.11 
Time Deposits (3)
123,438 397 1.28 168,654 591 1.39 
Total Interest-Bearing Deposits (3)
842,369 1,079 0.51 894,033 715 0.32 
Short-Term Borrowings
Securities Sold Under Agreements to Repurchase28,738 19 0.26 40,818 25 0.24 
Other Borrowings17,621 174 3.92 6,000 36 2.38 
Total Interest-Bearing Liabilities888,728 1,272 0.57 940,851 776 0.33 
Noninterest-Bearing Demand Deposits390,658 387,746 
Other Liabilities2,636 8,019 
Total Liabilities1,282,022 1,336,616 
Stockholders' Equity114,592 132,661 
Total Liabilities and Stockholders' Equity$1,396,614 $1,469,277 
Net Interest Income (FTE) (Non-GAAP) (4)
$11,046 $10,051 
Net Interest Rate Spread (FTE) (Non-GAAP) (4)(6)
3.11 %2.78 %
Net Interest-Earning Assets (5)
$439,090 $440,135 
Net Interest Margin (GAAP) (7))
3.29 2.88 
Net Interest Margin (FTE) (Non-GAAP) (4)(7)
3.30 2.89 
Return on Average Assets (1)
1.12 0.54 
Return on Average Equity (1)
13.60 5.93 
Average Equity to Average Assets8.20 9.03 
Average Interest-Earning Assets to Average Interest-Bearing Liabilities149.41 146.78 
PPP Loans$2,424 $123 20.13 $40,313 $484 4.76 
(1)Annualized based on three months ended results.
(2)    Net of the allowance for loan losses and includes nonaccrual loans with a zero yield and Loans Held for Sale if applicable.
(3)    Includes Deposits Held for Sale that were sold in December 2021.
(4)    Refer to Explanation and Use of Non-GAAP Financial Measures in this filing for the calculation of the measure and reconciliation to the most comparable GAAP measure.
(5)    Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(6)    Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
(7)    Net interest margin represents annualized net interest income divided by average total interest-earning assets.
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Rate/Volume Analysis. The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. FTE yield adjustments have been made for tax exempt loan and securities income utilizing a marginal federal income tax rate of 21.0%. The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume. The total column represents the sum of the prior columns.
Three Months Ended September 30, 2022
Compared to
Three Months Ended September 30, 2021
Increase (Decrease) Due to
VolumeRateTotal
(Dollars in thousands) (Unaudited)
Interest and Dividend Income:
Loans, net$192 $901 $1,093 
Debt Securities:
Taxable111 31 142 
Exempt From Federal Tax(28)— (28)
Marketable Equity Securities— 
Cash at Other Banks(89)375 286 
Other Interest-Earning Assets(10)(4)
Total Interest-Earning Assets176 1,315 1,491 
Interest Expense:
Deposits(41)405 364 
Short-Term Borrowings:
Securities Sold Under Agreements to Repurchase(8)(6)
Other Borrowings104 34 138 
Total Interest-Bearing Liabilities55 441 496 
Change in Net Interest and Dividend Income$121 $874 $995 
Provision for Loan Losses. There was no provision for loan losses for the three months ended September 30, 2022 or September 30, 2021.
Noninterest Income. Noninterest income increased $541,000, or 24.6%, to $2.7 million for the three months ended September 30, 2022, compared to $2.2 million for the three months ended September 30, 2021. The increase was largely due to a gain of $439,000 on the disposal of fixed assets during the three months ended September 30, 2022 due to the sale of the land and buildings of the former Pioneer and Bellaire bank branches. During the quarter, the Bank also recorded a $174,000 increase in insurance commissions. The increase in insurance commissions was primarily driven by contingency income which resulted from the higher lock-in amounts received and core business including commercial and personal insurance lines. In addition, net gain on sale of loans decreased $49,000 as there were no loans sold during the three months ended September 30, 2022.
Noninterest Expense. Noninterest expense decreased $946,000, or 9.7%, to $8.8 million for the three months ended September 30, 2022 compared to $9.8 million for the three months ended September 30, 2021. Salaries and benefits decreased $48,000 and contracted services decreased $1.2 million to $288,000 for the three months ended September 30, 2022 compared to $1.4 million for the three months ended September 30, 2021. This was a result of branch optimization initiatives completed in the prior year. These decreases were partially offset by an increase in occupancy expenses of $153,000.
Income Taxes. Income tax expense was $998,000 for the three months ended September 30, 2022 compared to $452,000 for the three months ended September 30, 2021. This change was primarily driven by an increase in pre-tax income of $4.9 million for the three months ended September 30, 2022 compared to $2.4 million for the three months ended September 30, 2021.
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Results of Operations for the Nine Months Ended September 30, 2022 and 2021
Overview. Net income was $7.1 million for the nine months ended September 30, 2022, an increase of $2.5 million compared to $4.6 million for the nine months ended September 30, 2021.
Net Interest and Dividend Income. Net interest and dividend income increased $1.1 million, or 3.8% to $31.1 million for the nine months ended September 30, 2022 compared to $29.9 million for the nine months ended September 30, 2021. Net interest margin (Non-GAAP FTE) increased 25 bps to 3.18% for the nine months ended September 30, 2022 compared to 2.93% the nine months ended September 30, 2021. Net interest margin (GAAP) increased to 3.17% for the nine months ended September 30, 2022 compared to 2.92% for the nine months ended September 30, 2021.
Interest and Dividend Income
Interest and dividend income increased $1.3 million, or 3.9%, to $33.9 million for the nine months ended September 30, 2022 compared to $32.6 million for the nine months ended September 30, 2021.
Interest income on loans increased $298,000 or 1.0% to $30.1 million during the nine months ended September 30, 2022 compared to $29.8 million for the nine months ended September 30, 2021. Average loans decreased $3.8 million, while the loan yield for the nine months ended September 30, 2022 increased 6 bps to 3.98% compared to 3.92% for the nine months ended September 30, 2021.
Interest and fee income on PPP loans was $712,000 for the nine months ended September 30, 2022 and contributed 7 bps to loan yield, compared to $1.8 million for the nine months ended September 30, 2021, which contributed loan yield 3 bps in the prior period.
The impact of the accretion of the credit mark on acquired loan portfolios was $178,000 for the nine months ended September 30, 2022 compared to $385,000 for the nine months ended September 30, 2021, or 2 bps in the current period compared to 4 bps in the prior period.
Interest income on taxable investment securities increased $754,000, or 35.5%, to $2.9 million for the nine months ended September 30, 2022 compared to $2.1 million for the nine months ended September 30, 2021 driven by a $73.4 million increased in average taxable investment securities balance and partially offset by a 17 bps decrease in average yield.
Interest Expense
Interest expense increased $119,000, or 4.5%, to $2.8 million for the nine months ended September 30, 2022 compared to $2.7 million for the nine months ended September 30, 2021.
Interest expense on deposits decreased $275,000, or 11.0%, to $2.2 million for the nine months ended September 30, 2022 compared to $2.5 million for the nine months ended September 30, 2021. While average interest-bearing deposits decreased $55.0 million, rising interest rates led to the repricing of higher-cost demand and money market deposits resulted in a 2 bps decrease in average cost compared to the nine months ended September 30, 2021. In addition, the average balance of time deposits and the related average cost decreased $50.0 million and 22 bps, respectively. These decreases are partially offset by an 18 bps increase in interest-bearing demand deposit average cost as well as an increase in average other borrowings of $11.2 million or 175.4% to $17.6 million as of September 30, 2022 compared to $6.4 million as of September 30, 2021, which was driven by an increase in subordinated debt balance.


Average Balances and Yields. The following table presents information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting average yields and costs. Average balances are derived from daily balances over the periods indicated. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense. FTE yield adjustments have been made for tax exempt loan and securities interest income utilizing a marginal federal income tax rate of 21% for the periods presented. As such, amounts will not
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agree to income as reported in the consolidated financial statements. The yields and costs for the periods indicated are derived by dividing annualized income or expense by the average balances of assets or liabilities, respectively, for the periods presented.
Nine Months Ended September 30,
20222021
Average
Balance
Interest
and
Dividends
Yield/
Cost (1)
Average
Balance
Interest
and
Dividends
Yield/
Cost (1)
(Dollars in thousands) (Unaudited)
Assets:
Interest-Earning Assets:
Loans, Net (2)
$1,013,871 $30,157 3.98 %$1,017,632 $29,872 3.92 %
Debt Securities
Taxable222,132 2,878 1.73 148,718 2,124 1.90 
Tax Exempt9,093 218 3.20 12,284 282 3.06 
Marketable Equity Securities2,693 64 3.17 2,645 63 3.18 
Interest Bearing Deposits at Other Banks61,213 534 1.16 187,093 243 0.17 
Other Interest-Earning Assets3,165 115 4.86 3,820 141 4.93 
Total Interest-Earning Assets1,312,167 33,966 3.46 1,372,192 32,725 3.19 
Noninterest-Earning Assets91,607 87,863 
Total Assets$1,403,774 $1,460,055 
Liabilities and Stockholders' Equity:
Interest-Bearing Liabilities:
Interest-Bearing Demand Deposits (3)
$271,897 554 0.27 %$270,136 181 0.09 %
Savings (3)
247,790 58 0.03 246,340 78 0.04 
Money Market (3)
190,189 371 0.26 198,408 223 0.15 
Time Deposits (3)
127,732 1,231 1.29 177,690 2,007 1.51 
Total Interest-Bearing Deposits (3)
837,608 2,214 0.35 892,574 2,489 0.37 
ST Borrowings
Securities Sold Under Agreements to Repurchase33,553 56 0.22 43,745 72 0.22 
Other Borrowings17,612 522 3.96 6,396 112 2.34 
Total Interest-Bearing Liabilities888,773 2,792 0.42 942,715 2,673 0.38 
Noninterest-Bearing Demand Deposits388,964 374,865 
Other Liabilities5,177 8,293 
Total Liabilities1,282,914 1,325,873 
Stockholders' Equity120,860 134,182 
Total Liabilities and Stockholders' Equity$1,403,774 $1,460,055 
Net Interest Income (FTE) (Non-GAAP) (4)
$31,174 $30,052 
Net Interest Rate Spread (FTE) (Non-GAAP) (4)(6)
3.04 %2.81 %
Net Interest-Earning Assets (5)
$423,394 $429,477 
Net Interest Margin (GAAP) (7)
3.17 2.92 
Net Interest Margin (FTE) (Non-GAAP) (4)(7)
3.18 2.93 
Return on Average Assets (1)
0.68 0.42 
Return on Average Equity (1)
7.85 4.59 
Average Equity to Average Assets8.61 9.19 
Average Interest-Earning Assets to Average Interest-Bearing Liabilities147.64 145.56 
PPP Loans$7,503 $712 12.69 $51,579 $1,797 4.66 
(1)Annualized based on nine months ended results.
(2)    Net of the allowance for loan losses and includes nonaccrual loans with a zero yield and Loans Held for Sale if applicable.
(3)    Includes Deposits Held for Sale that were sold in December 2021.
(4)    Refer to Explanation and Use of Non-GAAP Financial Measures in this filing for the calculation of the measure and reconciliation to the most comparable GAAP measure.
(5)    Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(6)    Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
(7)    Net interest margin represents annualized net interest income divided by average total interest-earning assets.
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Rate Volume Analysis. The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. FTE yield adjustments have been made for tax exempt loan and securities income utilizing a marginal federal income tax rate of 21%. The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume. The total column represents the sum of the prior columns.
Nine Months Ended September 30, 2022
Compared to
Nine Months Ended September 30, 2021
Increase (Decrease) Due to
VolumeRateTotal
(Dollars in thousands) (Unaudited)
Interest and Dividend Income:
Loans, net$(170)$455 $285 
Debt Securities:
Taxable958 (204)754 
Exempt From Federal Tax(77)13 (64)
Marketable Equity Securities— 
Cash at Other Banks(260)551 291 
Other Interest-Earning Assets(24)(2)(26)
Total Interest-Earning Assets428 813 1,241 
Interest Expense:
Deposits(145)(130)(275)
Short-Term Borrowings:
Securities Sold Under Agreements to Repurchase(16)— (16)
Other Borrowings295 115 410 
Total Interest-Bearing Liabilities134 (15)119 
Change in Net Interest and Dividend Income$294 $828 $1,122 
Provision for Loan Losses. The provision for loan losses was $3.8 million for the nine months ended September 30, 2022, compared to a $1.2 million recovery for the nine months ended September 30, 2021.The increased provision for loan losses was primarily due to a provision for a single loan charge-off of $2.7 million (pre-tax) with respect to a commercial and industrial loan. As previously reported, the charge-off relates to a borrower which is ceasing operations and carried a $3.5 million revolving line of credit which had an outstanding balance of $2.7 million. The remaining increase to the provision was a result of adjustments made to historical loss factors and changes in qualitative factors in particular economic and industry conditions.
Noninterest Income. Noninterest income decreased $132,000, or 1.7%, to $7.5 million for the nine months ended September 30, 2022, compared to $7.6 million for the nine months ended September 30, 2021. The decrease was primarily due to the net loss on equity securities of $252,000 for the nine months ended September 30, 2022 compared to net gain of $482,000 for the nine months ended September 30, 2021, which was largely due to a decline of $503,000 in the market value of equity securities, comprised mainly of bank stocks. In addition, net gain on sales of loans decreased $166,000 as there were no loans sold during for the nine months ended September 30, 2022 compared to $166,000 for the nine months ended September 30, 2021. These changes are partially offset by an increase of $537,000, or 13.4%, in insurance commissions to $4.5 million for the nine months ended September 30, 2022, compared to $4.0 million for the nine months ended September 30, 2021 due to higher lock-in amounts received and core business including commercial and personal insurance lines. During the quarter, the Bank also recorded a $431,000 gain on the disposal of fixed assets during the nine months ended September 30, 2022 due to the sale of the land and buildings of the former Pioneer and Bellaire bank branches.
Noninterest Expense. Noninterest expense decreased $7.0 million, or 21.3%, to $25.9 million for the nine months ended September 30, 2022 compared to $32.9 million for the nine months ended September 30, 2021. The primary drivers were decreases of $1.2 million and $2.3 million as previously noted related to the writedown of fixed assets and intangible impairment associated with branch consolidation and sale initiatives in 2021, respectively. In addition, salaries and benefits decreased
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$914,000 and occupancy decreased $119,000, primarily related to the reduction of footprint and related headcount resulting from the consolidation and sale of branches during 2021. Contracted services decreased $1.7 million to $1.2 million for the nine months ended September 30, 2022 compared to $2.9 million for the nine months ended September 30, 2021. This was a result of branch optimization initiatives completed in the prior year.
Income Taxes. Income tax expense increased $540,000 to $1.76 million for the nine months ended September 30, 2022 compared to $1.22 million for the nine months ended September 30, 2021. The change between the periods is consistent with the change in pre-tax income, as pre-tax income was $8.9 million for the nine months ended September 30, 2022 compared to pre-tax income of $5.8 million for the nine months ended September 30, 2021.
Off-Balance Sheet Arrangements.
Other than loan commitments and standby and performance letters of credit, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a significant current or future effect on our financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors. Refer to Note 7 in the Notes to Consolidated Financial Statements of this report for a summary of commitments outstanding as of September 30, 2022 and December 31, 2021.
Liquidity and Capital Management
Liquidity. Liquidity is the ability to meet current and future financial obligations of a short-term nature. The Company’s primary sources of funds consist of deposit inflows, loan repayments and maturities, calls and sales of securities. While maturities and scheduled amortization of loans and securities are typically predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.
The Company regularly adjusts its investments in liquid assets based upon its assessment of expected loan demand, expected deposit flows, yields available on interest-earning deposits and securities, and the objectives of its asset/liability management program. Excess liquid assets are invested generally in interest-earning deposits with other banks and short- and intermediate-term securities. The Company believes that it had sufficient liquidity at September 30, 2022 to satisfy its short- and long-term liquidity needs.
The Company’s most liquid assets are cash and due from banks, which totaled $122.8 million at September 30, 2022. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. Unpledged securities, which provide an additional source of liquidity, totaled $14.2 million at September 30, 2022. In addition, at September 30, 2022, the Company had the ability to borrow up to $440.8 million from the FHLB of Pittsburgh, of which $429.1 million is available. The Company also has the ability to borrow up to $105.5 million million from the FRB through its Borrower-In-Custody line of credit agreement and the Company also maintains multiple line of credit arrangements with various unaffiliated banks totaling $50.0 million as of both September 30, 2022 and December 31, 2021.
At September 30, 2022, $76.9 million, or 63.6% of total time deposits mature within one year. If these time deposits do not remain with the Company, the Company will be required to seek other sources of funds. Depending on market conditions, the Company may be required to pay higher rates on such deposits or other borrowings than it currently pays on these time deposits. The Company believes, however, based on past experience that a significant portion of its time deposits will remain with it, either as time deposits or as other deposit products. The Company has the ability to attract and retain deposits by adjusting the interest rates offered.
We are committed to maintaining a strong liquidity position; therefore, we monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. The marginal cost of new funding, however, whether from deposits or borrowings from the FHLB, will be carefully considered as we monitor our liquidity needs. Therefore, in order to minimize our cost of funds, we may consider additional borrowings from the FHLB in the future.
CB Financial is a separate legal entity from the Bank and must provide for its own liquidity to pay any dividends to its shareholders and for other corporate purposes. Its primary source of liquidity is dividend payments it receives from the Bank. The Bank’s ability to pay dividends to CB Financial is subject to regulatory limitations. At September 30, 2022, CB Financial (on an unconsolidated, stand-alone basis) had liquid assets of $16.6 million. The ability to pay future dividends or conduct stock repurchases may be limited under applicable banking regulations and regulatory policies due to expected losses for future periods and/or the inability to upstream funds from the Bank to the Company as a result of lower income or regulatory capital levels.
Capital Management. The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company's consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, each must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under
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regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
Under the Regulatory Capital Rules, in order to avoid limitations on capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), a banking organization must hold a capital conservation buffer comprised of common equity Tier I capital above its minimum risk-based capital requirements in an amount greater than 2.5% of total risk-weighted assets.
At September 30, 2022 and December 31, 2021, the Bank was categorized as “well capitalized” under the regulatory framework for prompt corrective action. At September 30, 2022, the Bank's capital ratios were not affected by loans modified in accordance with Section 4013 of the CARES Act. In addition, PPP loans received a zero-percent risk weight under the regulatory capital rules regardless of whether they were pledged as collateral to the Federal Reserve Bank's PPP lending facility, but were included in the Bank's leverage ratio requirement due to the Bank not pledging the loans as collateral to the PPP lending facility.
The following table presents the Bank’s regulatory capital amounts and ratios, as well as the minimum amounts and ratios required to be well capitalized as of the dates indicated.
September 30, 2022December 31, 2021
AmountRatioAmountRatio
(Dollars in thousands)
Common Equity Tier 1 (to risk weighted assets)
Actual$117,868 12.02 %$113,086 11.95 %
For Capital Adequacy Purposes44,139 4.50 42,571 4.50 
To Be Well Capitalized63,756 6.50 61,491 6.50 
Tier 1 Capital (to risk weighted assets)
Actual117,868 12.02 113,086 11.95 
For Capital Adequacy Purposes58,852 6.00 56,761 6.00 
To Be Well Capitalized78,469 8.00 75,682 8.00 
Total Capital (to risk weighted assets)
Actual130,136 13.27 124,668 13.18 
For Capital Adequacy Purposes78,469 8.00 75,682 8.00 
To Be Well Capitalized98,086 10.00 94,602 10.00 
Tier 1 Leverage (to adjusted total assets)
Actual117,868 8.51 113,086 7.76 
For Capital Adequacy Purposes55,407 4.00 58,307 4.00 
To Be Well Capitalized69,258 5.00 72,884 5.00 
Item 3. Quantitative and Qualitative Disclosure about Market Risk.
Management of Interest Rate Risk. The majority of the Company’s assets and liabilities are monetary in nature. Consequently, the Company’s most significant form of market risk is interest rate risk and a principal part of its business strategy is to manage interest rate risk by reducing the exposure of net interest income to changes in market interest rates. Accordingly, the Company’s Board has established an Asset/Liability Management Committee, which is responsible for evaluating the interest rate risk inherent in the Company’s assets and liabilities, for determining the level of risk that is appropriate given the Company’s business strategy, operating environment, capital, liquidity and performance objectives; and for managing this risk consistent with the guidelines approved by the Board. Senior management monitors the level of interest rate risk and the Asset/Liability Management Committee meets on a quarterly basis to review its asset/liability policies and position and interest rate risk position, and to discuss and implement interest rate risk strategies.
The Company monitors interest rate risk through the use of a simulation model. The quarterly reports developed in the simulation model assist the Company in identifying, measuring, monitoring and controlling interest rate risk to ensure compliance within the Company’s policy guidelines. This quantitative analysis measures interest rate risk from both a capital and earnings perspective. With regard to earnings, movements in interest rates and the shape of the yield curve significantly influence the amount of net interest income that is recognized. Movements in market interest rates significantly influence the spread between the interest earned on our interest-earning assets and the interest paid on our interest-bearing liabilities. Our internal interest rate risk analysis
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calculates the sensitivity of our projected net interest income over a one year period utilizing a static balance sheet assumption through which incoming and outgoing asset and liability cash flows are reinvested into similar instruments. Product pricing and earning asset prepayment speeds are adjusted for each rate scenario.
With regard to capital, our internal interest rate risk analysis calculates the sensitivity of our economic value of equity (“EVE”) ratio to movements in interest rates. EVE represents the present value of the expected cash flows from our assets less the present value of the expected cash flows arising from our liabilities. EVE attempts to quantify our economic value using a discounted cash flow methodology while the EVE ratio reflects that value as a form of capital ratio. The degree to which the EVE ratio changes for any hypothetical interest rate scenario from its base case measurement is a reflection of an institution’s sensitivity to interest rate risk.
For both net interest income and capital at risk, our interest rate risk analysis calculates a base case scenario that assumes no change in interest rates. The model then measures changes throughout a series of interest rate scenarios representing immediate and permanent, parallel shifts in the yield curve up and down 100, 200 and 300 basis points with additional scenarios modeled where appropriate. The model requires that interest rates remain positive for all points along the yield curve for each rate scenario which may preclude the modeling of certain falling rate scenarios during periods of lower market interest rates such as that experienced in the current rate environment at September 30, 2022.
The table below sets forth, as of September 30, 2022, the estimated changes in EVE and net interest income at risk that would result from the designated instantaneous changes in market interest rates. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.
EVEEVE as a Percent of Portfolio Value of AssetsNet Interest
Earnings at Risk
Change in Interest Rates in Basis PointsDollar AmountDollar ChangePercent ChangeNPV RatioBasis Point ChangeDollar AmountDollar ChangePercent Change
(Dollars in thousands)
+300$204,778 $(36,873)(15.3)%15.92 %(125)$46,260 $946 2.1 %
+200221,014 (20,637)(8.5)%16.63 (54)46,099 785 1.7 
+100238,932 (2,719)(1.1)%17.38 21 45,930 616 1.4 
Flat241,651 — — %17.17 — 45,314 — — 
(100)273,688 32,037 13.3 %18.58 141 44,401 (913)(2.0)
Certain shortcomings are inherent in the methodology used in the above interest rate risk measurement. Modeling changes in EVE and net interest income require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the table presented assumes that the composition of the Company’s interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured, and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the table provides an indication of the Company’s interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on EVE and net interest income and will differ from actual results. EVE calculations also may not reflect the fair values of financial instruments. For example, changes in market interest rates can increase the fair values of the Company’s loans, deposits and borrowings.
Item 4. Controls and Procedures.
(a)Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2022. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how
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well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.
Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the SEC (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.
(b)Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Periodically, there have been various claims and lawsuits against us, such as claims to enforce liens, claims seeking damages for improper collection procedures or misrepresentations, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing of real property loans and other issues incident to our business. We are not a party to any other pending legal proceedings that we believe would have a material adverse effect on our consolidated financial condition, results of operations or cash flows.
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, which could materially affect our business, financial condition or future results. The risks described in such Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The Company made the following purchases of its common stock during the three months ended September 30, 2022.
Period
Total Number of Shares Purchased (1)
Average Price Paid per ShareTotal Number of Shares Purchased as
Part of the Publicly Announced Program
Approximate Dollar Value of Shares That
May Yet Be Purchased Under the Program
July 1-31, 202215,881$22.13 15,881$9,027,381 
August 1-31, 202213,05422.75 13,054$8,730,351 
September 1-30, 20221,33622.06 1,336$8,700,885 
Total
30,271$22.39 30,271
(1) On April 21, 2022, the Company announced that the Board had approved a program commencing on May 2, 2022 to repurchase up to $10 million of the Company's outstanding common stock. This repurchase was set to expire on May 1, 2023. In connection with the program, the Company purchased a total of 57,710 shares of the Company's common stock at an average price of $22.51 per share.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
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Item 6. Exhibits
3.1
3.2
31.1
31.2
32.1
101
The following materials for the quarter ended September 30, 2022, formatted in XBRL (Extensible Business Reporting Language); the (i) Consolidated Statements of Financial Condition, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive (Loss) Income , (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements (Unaudited)
104Cover Page Interactive Data File (Embedded within Inline XBRL contained in Exhibit 101)
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CB FINANCIAL SERVICES, INC.
(Registrant)
Date:
November 9, 2022/s/ John H. Montgomery
John H. Montgomery
President and Chief Executive Officer
Date:
November 9, 2022
/s/ Jamie L. Prah
Jamie L. Prah
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Chief Accounting Officer)
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