Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File No. 000-55898

SSB Bancorp, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland		82-2776224
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

8700 Perry Highway Pittsburgh, Pennsylvania		15237
(Address of Principal Executive Offices)		(Zip Code)

(412) 837-6955

(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:


Title of Each Class		Trading Symbol(s)		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 requirements for the past 90 days.

YES [X] 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YES [X] NO [ ]

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

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [X]		Smaller reporting company [X]
		Emerging growth company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES [ ] NO [X]

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. [ ]

As of August 12, 2020, there were 2,276,891 outstanding shares of the registrant’s common stock, of which 1,236,538 shares are owned by SSB Bancorp, MHC.

SSB Bancorp, Inc.

Form 10-Q

Table of Contents

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019	3

	Consolidated Statements of Net Income for the Three Months Ended June 30, 2020 and 2019, and the Six Months Ended June 30, 2020 and 2019	4

	Consolidated Statements of Comprehensive Income for the Three Months Ended June 30, 2020 and 2019, and the Six Months Ended June 30, 2020 and 2019	5

	Consolidated Statements of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2020	6

	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and 2019	7

	Notes to Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	48

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49

Item 4.	Controls and Procedures	49

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	49

Item 1A.	Risk Factors	49

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51

Item 3.	Defaults Upon Senior Securities	51

Item 4.	Mine Safety Disclosures	51

Item 5.	Other Information	51

Item 6.	Exhibits	52

	SIGNATURES	53

Item 1. Financial Statements

SSB Bancorp, Inc.

CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2020			2019
		(unaudited)
ASSETS
Cash and due from banks	$	8,281,083		$	10,610,445
Interest-bearing deposits with other financial institutions		40,703,581			11,270,343
Cash and cash equivalents		48,984,664			21,880,788

Certificates of deposit		4,444,000			2,465,000
Securities available for sale		8,002,170			9,849,599
Securities held to maturity (fair value of $2,899, and $3,932, respectively)		2,839			3,879
Loans		168,778,590			157,295,376
Allowance for loan losses		(1,423,561	)		(1,183,261	)
Net loans		167,355,029			156,112,115
Accrued interest receivable		1,153,027			673,026
Federal Home Loan Bank stock, at cost		3,651,800			2,924,600
Premises and equipment, net		4,232,269			4,234,676
Bank-owned life insurance		3,294,245			3,249,430
Deferred tax asset, net		259,703			296,955
Other assets		967,287			941,669
TOTAL ASSETS	$	242,347,033		$	202,631,737

LIABILITIES
Deposits:
Noninterest-bearing demand	$	10,310,774		$	5,519,219
Interest-bearing demand		37,233,769			18,218,407
Money market		32,667,321			30,129,370
Savings		1,472,656			1,314,513
Time		88,794,090			93,839,220
Total deposits		170,478,610			149,020,729

Federal Home Loan Bank advances		31,374,500			31,374,500
Paycheck Protection Program Liquidity Facitily advances		17,307,882			-
Advances by borrowers for taxes and insurance		853,870			712,189
Accrued interest payable		330,182			331,133
Other liabilities		330,924			309,988
TOTAL LIABILITIES		220,675,968			181,748,539

STOCKHOLDERS’ EQUITY
Preferred Stock: $0.01 par value per share: 5,000,000 shares authorized and no shares issued or outstanding		-			-
Common Stock: 20,000,000 shares authorized and 2,276,891 shares issued and outstanding at $0.01 par value		22,769			22,769
Paid-in capital		8,729,913			8,707,184
Retained earnings		13,554,812			12,951,846
Unearned Employee Stock Ownership Plan (ESOP)		(771,147	)		(793,180	)
Accumulated other comprehensive income (loss)		134,718			(5,421	)
TOTAL STOCKHOLDERS’ EQUITY		21,671,065			20,883,198

TOTAL LIABILITIES AND STOCKHOLERS’ EQUITY	$	242,347,033		$	202,631,737

See accompanying notes to the unaudited consolidated financial statements.

SSB Bancorp, Inc.

CONSOLIDATED STATEMENTS OF NET INCOME

	Three months ended June 30,					Six months ended June 30,
	2020		2019			2020		2019
	(unaudited)					(unaudited)
INTEREST INCOME
Loans, including fees	$	2,027,648	$	1,839,325		$	3,915,735	$	3,671,571
Interest-bearing deposits with other financial institutions		56,159		95,780			146,374		161,114
Certificates of deposit		26,504		6,881			45,421		11,198
Investment securities:
Taxable		70,053		86,664			164,992		195,828
Exempt from federal income tax		3,560		7,276			8,776		15,509
Total interest income		2,183,924		2,035,926			4,281,298		4,055,220

INTEREST EXPENSE
Deposits		639,503		707,936			1,354,007		1,417,044
Federal Home Loan Bank advances and other bank obligations		210,974		205,108			414,245		421,748
Total interest expense		850,477		913,044			1,768,252		1,838,792

NET INTEREST INCOME		1,333,447		1,122,882			2,513,046		2,216,428
Provision for loan losses		227,800		50,000			240,300		95,500

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		1,105,647		1,072,882			2,272,746		2,120,928

NONINTEREST INCOME
Securities gains, net		-		44,802			35,567		50,593
Provision for loss on loans held for sale		-		-			-		-
Gain on sale of loans		661,223		71,830			780,395		136,461
Loan servicing fees		47,384		40,263			95,113		79,677
Earnings on bank-owned life insurance		22,464		16,443			44,814		32,563
Other		15,610		18,225			31,548		31,547
Total noninterest income		746,681		191,563			987,437		330,841

NONINTEREST EXPENSE
Salaries and employee benefits		624,539		598,031			1,182,242		1,060,658
Occupancy		139,268		99,486			229,898		199,838
Professional fees		159,539		130,610			302,132		263,285
Federal deposit insurance		45,000		60,000			88,000		109,000
Data processing		104,315		110,554			201,498		206,896
Director fees		31,094		31,454			63,588		63,948
Contributions and donations		12,500		19,200			27,300		36,719
Other		182,695		115,017			357,681		265,332
Total noninterest expense		1,298,950		1,164,352			2,452,339		2,205,676

Income before income taxes		553,378		100,093			807,844		246,093
Provision (benefit) for income taxes		148,743		(4,477	)		204,878		28,810

NET INCOME	$	404,635	$	104,570		$	602,966	$	217,283

EARNINGS PER COMMON SHARE
Basic	$	0.19	$	0.05		$	0.28	$	0.10
Diluted	$	0.19	$	0.05		$	0.28	$	0.10

AVERAGE COMMON SHARES OUTSTANDING
Basic		2,174,394		2,166,072			2,173,127		2,165,491
Diluted		2,174,394		2,166,292			2,173,127		2,166,174
DIVIDENDS DECLARED PER COMMON SHARE	$	-	$	-		$	-	$	-
COMPREHENSIVE INCOME	$	617,181	$	123,783		$	743,105	$	344,915

See accompanying notes to the unaudited consolidated financial statements.

SSB Bancorp, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three months ended June 30,						Six months ended June 30,
	2020			2019			2020			2019
	(unaudited)						(unaudited)

Net income	$	404,635		$	104,570		$	602,966		$	217,283
Other comprehensive income (loss):
Net change in unrealized gain (loss) on available-for-sale securities		269,046			69,122			212,958			212,153
Income tax effect		(56,500	)		(14,515	)		(44,721	)		(44,552	)

Reclassification adjustment for net securities (gains) losses recognized in income		-			(44,802	)		(35,567	)		(50,593	)
Income tax effect included in provision for income taxes		-			9,408			7,469			10,624

Other comprehensive income, net of tax		212,546			19,213			140,139			127,632

Total comprehensive income	$	617,181		$	123,783		$	743,105		$	344,915

See accompanying notes to the unaudited consolidated financial statements.

SSB Bancorp, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(unaudited)

	Common Stock		Paid-in capital			Retained earnings		Unearned Employee Stock Ownership Plan			Accumulated other comprehensive (gain) loss			Total
Balance as of January 1, 2019	$	22,483	$	8,692,971		$	12,515,501	$	(837,245	)	$	(74,623	)	$	20,319,087

Net income		-		-			436,345		-			-			436,345

Other comprehensive income		-		-			-		-			69,202			69,202

Refund on offering expenses		-		1,005			-		-			-			1,005
							-		-			-			-
Stock compensation plan		286		20,875			-					-			21,161

Amortizaton of ESOP		-		(7,667	)		-		44,065			-			36,398

Balance as of January 1, 2020		22,769		8,707,184			12,951,846		(793,180	)		(5,421	)		20,883,198

Net income		-		-			602,966		-			-			602,966

Other comprehensive income		-		-			-		-			140,139			140,139

Stock compensation plan		-		28,700			-		-			-			28,700
															-
Amortizaton of ESOP		-		(5,971	)		-		22,033			-			16,062

Balance as of June 30, 2020	$	22,769	$	8,729,913		$	13,554,812	$	(771,147	)	$	134,718		$	21,671,065

See accompanying notes to the unaudited consolidated financial statements.

SSB Bancorp, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended June 30,
	2020			2019
	(unaudited)
OPERATING ACTIVITIES
Net income	$	602,966		$	217,283
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		240,299			95,500
Depreciation		137,737			84,728
Net amortization of investment securities		61,728			16,997
Loss (gain) on sale of portfolio loans		(85,758	)		12,178
Origination of loans held for sale		(24,859,683	)		(5,196,550	)
Proceeds from sale of loans		25,640,078			5,345,189
Gain on sale of loans		(780,395	)		(148,639	)
Gain on other real estate owned		-			(380	)
Amortization (accrection) of net deferred loan origination costs		(5,507	)		46,858
Deferred income tax provision		-			10,625
Gain on sale of investments		(35,567	)		(50,593	)
Increase in accrued interest receivable		(480,001	)		(37,098	)
Increase (decrease) in accrued interest payable		(951	)		54,957
Stock compensation expense		28,700			3,865
Amortization of ESOP		16,062			18,860
Increase in bank owned life insurance		(44,815	)		(32,563	)
Other, net		(55,508	)		105,360
Net cash provided by operating activities		379,385			546,577

INVESTING ACTIVITIES
Purchase of certificates of deposit		(1,979,000	)		(2,217,000	)
Redemption of certificates of deposit		-			348,000
Investment securities available for sale:
Purchases		(2,084,360	)		-
Proceeds from sales		3,039,020			2,943,675
Proceeds from principal repayments, calls, and maturities		1,043,999			813,506
Investment securities held to maturity:
Proceeds from principal repayments, calls, and maturities		1,040			1,309
Redemption of Federal Home Loan Bank stock		224,500			32,800
Purchase of Federal Home Loan Bank stock		(951,700	)		(145,200	)
Purchases of loans		(4,879,240	)		(1,238,400	)
Decrease (increase) in loans receivable, net		(12,315,649	)		(2,231,184	)
Proceeds from sale of portfolio loans		5,802,941			3,569,527
Proceeds from sale of other real estate owned		44,397			60,312
Purchases of premises and equipment		(128,901	)		(49,522	)
Net cash (used in) provided by investing activities		(12,182,953	)		1,887,823

FINANCING ACTIVITIES
Increase in deposits, net		21,457,881			6,181,494
Increase in advances by borrowers for taxes and insurance		141,681			326,232
Proceeds from PPPLF advances		17,307,882			-
Refund on offering expenses		-			1,005
Net cash provided by financing activities		38,907,444			6,508,731

Increase (decrease) in cash and cash equivalents		27,103,876			8,943,131

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		21,880,788			9,034,070

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	48,984,664		$	17,977,201

SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid during the year for:
Interest	$	1,769,203		$	1,783,835
Income taxes		-			22,622

Noncash investing activities:
Loans held for investment transferred to loans held for sale		5,717,183			3,581,705

See accompanying notes to the unaudited consolidated financial statements.

SSB Bancorp, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.	NATURE OF OPERATIONS AND BASIS OF PRESENTATION

SSB Bancorp, Inc.

SSB Bancorp, Inc. (the “Company”) was incorporated on August 17, 2017 to serve as the subsidiary stock holding company for SSB Bank upon the reorganization of SSB Bank into a mutual holding company structure (the “Reorganization”). The Reorganization was completed effective January 24, 2018, with SSB Bank becoming the wholly-owned subsidiary of SSB Bancorp, Inc., and SSB Bancorp, Inc. becoming the majority-owned subsidiary of SSB Bancorp, MHC. In connection with the Reorganization, the Company sold 1,011,712 shares of common stock at an offering price of $10 per share. The Company’s stock began being quoted for listing on the OTC Pink Market on January 25, 2018, under the symbol “SSBP”. Also, in connection with the Reorganization, SSB Bank established an employee stock ownership plan (the “ESOP”), which purchased 88,131 shares of the Company’s common stock at a price of $10 per share. In the Reorganization, the Company also issued 1,236,538 shares of its common stock to SSB Bancorp, MHC.

SSB Bank

SSB Bank (the “Bank”) provides a variety of financial services to individuals and corporate customers through its offices in Pittsburgh, Pennsylvania. The Bank’s primary deposit products are passbook savings accounts, money market accounts, and certificates of deposit. Its primary lending products are commercial mortgage loan and single-family residential loans. The Bank is subject to regulation and supervision by the Federal Deposit Insurance Corporation (FDIC) and the Pennsylvania Department of Banking and Securities.

The interim consolidated financial statements at June 30, 2020, and for the three and six months ended June 30, 2020 and 2019, are unaudited and reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. Such adjustments are the only adjustments reflected in the accompanying interim financial statements. The results of operations for the three and six months ended June 30, 2020, are not necessarily indicative of the results to be achieved for the remainder of the year ending December 31, 2020, or any other period. The financial statements at December 31, 2019, are derived from the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Balance Sheet and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

For further information, refer to the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

The consolidated financial statements include the accounts of SSB Bancorp, Inc. and the Bank. All significant intercompany accounts and transactions have been eliminated in consolidation.

2.	RECENT ACCOUNTING STANDARDS

On April 5, 2012, the Jumpstart Our Business Startups Act (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that among other things, reduce certain reporting requirements for qualifying public companies and define and “emerging growth company.” As an emerging growth company, the Company may delay adoption of new or revised financial accounting standards until such date that the standards are required to be adopted by non-issuer companies. If such standards would not apply to non-issuer companies, no deferral would be applicable. We have elected to take advantage of the benefits of extended transition periods. Accordingly, our consolidated financial statements may not be comparable to those of public companies that adopt the new or revised financial accounting standards as of an earlier date. The effective dates of the following recent accounting standards reflect those that relate to non-issuer companies.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This Update applies to all entities that hold financial assets or owe financial liabilities and is intended to provide more useful information on the recognition, measurement, presentation, and disclosure of financial instruments. Among other things, this Update (a) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (g) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. The amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The Update has not had a significant impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, for fiscal years beginning after December 31, 2019, including interim periods within those fiscal years. For public business entities that meet the definition of a “smaller reporting company” under the rules and regulations of the SEC, ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. With certain exceptions, transition to the new requirements will be through a cumulative effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company expects to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the financial statements, as any adjustment will be dependent on the composition of the loan portfolio at the time of adoption. The Company is currently in the early stages of implementing processes to comply with the requirements of the Update.

2.	RECENT ACCOUNTING STANDARDS (Continued)

In March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20). The amendments in this Update shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. An entity should apply the amendments in this Update on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle. The Update is not expected to have a significant impact on the Company’s consolidated financial statements.

On January 1, 2019, the Company adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively, “ASC 606”) which (i) creates a single framework for recognizing revenue from contract with customers that fall within its scope and (ii) revises when it is appropriate to recognize a gain (loss) from the transfer of nonfinancial assets, such as OREO. The majority of the Company’s revenues come from the interest income and other sources, including loans, leases, and securities, that are outside the scope of ASC 606. The Company’s services that fall within the scope of ASC 606 are presented within Non-Interest Income and are recognized as revenue as the Company satisfies its obligation to the customer. Services within the scope of ASC 606 include deposit service charges on deposits, interchange income, and the sale of OREO. Refer to Note 17 – Revenue Recognition for further discussion on the Company’s accounting policies for revenue sources within the scope of ASC 606.

On December 31, 2019, the Company adopted ASU No. 2016-02 “Leases (Topic 842)” and subsequent amendments thereto, which requires the Company to recognize most leases onto the balance sheet. The Company adopted the standard under a modified retrospective approach as of the date of adoption and elected to apply several of the available practical expedients, including:

●

Carry over of historical lease determination and lease classification conclusions

●

Carry over of historical initial direct cost balances for existing leases

●

Accounting for lease and non-lease components in contracts in which the Company is a lessee as a single lease component

Adoption of the leasing standard resulted in the recognition of operating right-of-use assets of $6,429, and operating lease liabilities of $6,429 as of June 30, 2020. These amounts were determined based on the present value of remaining minimum lease payments, discounted using the Company’s incremental borrowing rate as of the date of adoption. There was no material impact to the timing of expense or income recognition in the Company’s Consolidated Income Statement. Prior periods were not restated and continue to be presented under legacy GAAP. Disclosures about the Company’s leasing activities are presented in Note 16 – Leases.

3.	SECURITIES AVAILABLE FOR SALE

The amortized cost, gross unrealized gains and losses, and fair values of securities available for sale are as follows:

	June 30, 2020 (unaudited)
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Mortgage-backed securities in government-sponsored entities	$	2,790,530	$	18,333	$	(23,709	)	$	2,785,154
Obligations of state and political subdivisions		1,254,070		35,532		-			1,289,602
Corporate bonds		3,787,442		149,682		(9,710	)		3,927,414
Total	$	7,832,042	$	203,547	$	(33,419	)	$	8,002,170

	December 31, 2019
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Mortgage-backed securities in government-sponsored entities	$	5,303,817	$	19,894	$	(42,383	)	$	5,281,328
Obligations of state and political subdivisions		1,363,535		2,174		(4	)		1,365,705
Corporate bonds		3,189,510		24,963		(11,907	)		3,202,566
Total	$	9,856,862	$	47,031	$	(54,294	)	$	9,849,599

The amortized cost and fair value of investment securities available for sale by contractual maturity are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities provide for periodic payments of principal and interest and have contractual maturities ranging from less than 1 year to 30 years. Due to expected repayment terms being significantly less than the underlying mortgage pool contractual maturities, estimated lives of these securities could be significantly shorter.

	June 30, 2020 (unaudited)
	Amortized		Fair
	Cost		Value

Due within one year or less	$	100,062		100,775
Due after one year through five years		1,846,132		1,891,474
Due after five years through ten years		3,130,368		3,259,820
Due after ten years		2,755,480		2,750,101
Total	$	7,832,042	$	8,002,170

3.	SECURITIES AVAILABLE FOR SALE (Continued)

There were no sales of investment securities in the three months ended June 30, 2020. For the three months ended June 30, 2019, there were 5 corporate bonds sold with a total amortized cost of $2,502,637 and an associated gain on sale of $43,663. The proceeds of the sale were $2,546,300. There was also 1 municipal bond sold with an amortized cost of $141,861 and an associated gain on sale of $1,139. The proceeds of the sale were $143,000.

For the six months ended June 30, 2020, there were 2 corporate bonds sold with a total amortized cost of $1,008,433 and an associated gain on sale of $35,567. The proceeds of the sale were $1,044,000. For the six months ended June 30, 2019, there were 6 corporate bonds sold with a total amortized cost of $2,751,221 and an associated gain on sale of $49,454. The proceeds of the sale were $2,800,675. There was also 1 municipal bond sold with an amortized cost of $141,861 and an associated gain on sale of $1,139. The proceeds of the sale were $143,000.

4.	SECURITIES HELD TO MATURITY

The amortized cost, gross unrealized gains and losses, and fair values of securities held to maturity are as follows:

	June 30, 2020 (unaudited)
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Mortgage-backed securities in government-sponsored entities	$	2,839	$	60	$	-	$	2,899
Total	$	2,839	$	60	$	-	$	2,899

	December 31, 2019
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Mortgage-backed securities in government-sponsored entities	$	3,879	$	53	$	-	$	3,932
Total	$	3,879	$	53	$	-	$	3,932

The amortized cost and fair value of mortgage-backed securities by contractual maturity are shown below. Mortgage-backed securities provide for periodic payments of principal and interest and have contractual maturities ranging up to 8 years. Due to expected repayment terms being less than the underlying mortgage pool contractual maturities, estimated lives of these securities could be significantly shorter.

	June 30, 2020 (unaudited)
	Amortized		Fair
	Cost		Value

Due within one year or less	$	201	$	201
Due after one year through five years		1,497		1,510
Due after five years through nine years		1,141		1,188

Total	$	2,839	$	2,899

5.	UNREALIZED LOSSES ON SECURITIES

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:

	June 30, 2020 (unaudited)
	Less than Twelve Months					Twelve Months or Greater				Total
			Gross					Gross				Gross
	Fair		Unrealized			Fair		Unrealized		Fair		Unrealized
	Value		Losses			Value		Losses		Value		Losses

Mortgage-backed securities in government-sponsored entities	$	1,613,813	$	(23,709	)	$	-	$	-	$	1,613,813	$	(23,709	)
Obligations of state and political subdivisions		-		-			-		-		-		-
Corporate bonds		579,635		(9,710	)		-		-		579,635		(9,710	)
Total	$	2,193,448	$	(33,419	)	$	-	$	-	$	2,193,448	$	(33,419	)

	December 31, 2019
	Less than Twelve Months					Twelve Months or Greater					Total
			Gross					Gross					Gross
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses

Mortgage-backed securities in government-sponsored entities	$	3,005,336	$	(40,992	)	$	273,818	$	(1,391	)	$	3,279,154	$	(42,383	)
Obligations of state and political subdivisions		24,996		(4	)		-		-			24,996		(4	)
Corporate bonds		2,068,955		(11,907	)		-		-			2,068,955		(11,907	)
Total	$	5,099,287	$	(52,903	)	$	273,818	$	(1,391	)	$	5,373,105	$	(54,294	)

Management reviews the Company’s investment positions monthly. There were 4 investments that were temporarily impaired as of June 30, 2020, with aggregate depreciation of 0.4 percent of the Company’s amortized cost basis. There were 11 investments that were temporarily impaired as of December 31, 2019, with aggregate depreciation of 0.6 percent of the Company’s amortized cost basis. Management has asserted that at June 30, 2020 and December 31, 2019, the declines disclosed in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of their cost basis, which may be at maturity.

The Company has concluded that any impairment of its investment securities portfolio disclosed in the above table is not other-than-temporary and the declines are the result of interest rate changes, sector credit rating changes, or company-specific rating changes that are not expected to result in the non-collection of principal and interest during the period.

LOANS

The Company’s loan portfolio summarized by category is as follows:

	June 30,			December 31,
	2020			2019
	(unaudited)
Mortgage loans:
One-to-four family	$	66,583,267		$	70,511,775
Commercial		52,988,503			57,117,861
		119,571,770			127,629,636

Commercial and industrial		43,652,268			23,990,540
Consumer		6,068,390			5,690,941
		169,292,428			157,311,117

Third-party loan acquisition and other net origination costs		(370,563	)		147,441
Discount on loans previously held for sale		(143,275	)		(163,182	)
Allowance for loan losses		(1,423,561	)		(1,183,261	)

Total	$	167,355,029		$	156,112,115

The Company’s primary business activity is with customers located in Pittsburgh and surrounding communities. The Company’s loan portfolio consists predominantly of one-to-four family mortgage and commercial mortgage loans. These loans are typically secured by first-lien positions on the respective real estate properties and are subject to the Company’s underwriting policies.

During the normal course of business, the Company may sell a portion of a loan as a participation loan in order to manage portfolio risk. In order to be eligible for sales treatment, all cash flows from the loan must be divided proportionately, the rights of each loan holder must have the same priority, the loan holders must have no recourse to the transferor other than standard representations and warranties, and no loan holder can have the right to pledge or exchange the entire loan. The Company sold $14.0 million and $9.9 million in participation loans as of June 30, 2020 and December 31, 2019, respectively, to other financial institutions. The increase was due to a $5.7 million loan pool that was participated during the three months ended June 30, 2020. As of June 30, 2020, and December 31, 2019, all these loans were being serviced by the Company.

7.	ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses reflects management’s estimate of loan losses inherent in the loan portfolio at the balance sheet date. The following tables present, by portfolio segment, the changes in the allowance for loan losses and the recorded investment in loans for the three and six months ended June 30, 2020 (unaudited) and 2019 (unaudited), respectively:

Three months ended June 30, 2020:	Mortgage					Commercial		Consumer
	One-to-Four		Mortgage			and		and
Allowance for loan losses:	Family		Commercial			Industrial		HELOC		Total

Beginning balance	$	492,630	$	456,358		$	208,775	$	37,998	$	1,195,761
Charge-offs		-		-			-		-		-
Recoveries		-		-			-		-		-
Provision (credit)		128,897		(13,699	)		83,015		29,587		227,800
Ending balance	$	621,527	$	442,659		$	291,790	$	67,585	$	1,423,561

Three months ended June 30, 2019:	Mortgage				Commercial		Consumer
	One-to-Four		Mortgage		and		and
Allowance for loan losses:	Family		Commercial		Industrial		HELOC			Total

Beginning balance	$	436,575	$	375,143	$	261,015	$	46,492		$	1,119,225
Charge-offs		-		-		-		(13,189	)		(13,189	)
Recoveries		-		-		1,073		-			1,073
Provision		10,122		11,577		14,408		13,893			50,000
Ending balance	$	446,697	$	386,720	$	276,496	$	47,196		$	1,157,109

Six months ended June 30, 2020:	Mortgage					Commercial		Consumer
	One-to-Four		Mortgage			and		and
Allowance for loan losses:	Family		Commercial			Industrial		HELOC		Total

Beginning balance	$	543,090	$	443,897		$	170,769	$	25,505	$	1,183,261
Charge-offs		-		-			-		-		-
Recoveries		-		-			-		-		-
Provision (credit)		78,437		(1,238	)		121,021		42,080		240,300
Ending balance	$	621,527	$	442,659		$	291,790	$	67,585	$	1,423,561

Six months ended June 30, 2019:	Mortgage						Commercial		Consumer
	One-to-Four			Mortgage			and		and
Allowance for loan losses:	Family			Commercial			Industrial		HELOC			Total

Beginning balance	$	422,539		$	393,900		$	263,721	$	44,765		$	1,124,925
Charge-offs		(28,268	)		(22,932	)		-		(13,189	)		(64,389	)
Recoveries		-			-			1,073		-			1,073
Provision		52,426			15,752			11,702		15,620			95,500
Ending balance	$	446,697		$	386,720		$	276,496	$	47,196		$	1,157,109

7.	ALLOWANCE FOR LOAN LOSSES (Continued)

The following tables summarize the loan portfolio and allowance for loan losses by the primary segments of the loan portfolio as of June 30, 2020 (unaudited), and December 31, 2019.

	Mortgage One-to-Four Family		Mortgage Commercial		Commercial and Industrial		Consumer and HELOC		Total
June 30, 2020
Allowance for loan losses:
Loans deemed impaired	$	178,785	$	2,511	$	-	$	2,535	$	183,831

Loans not deemed impaired		442,742		440,148		291,790		65,050		1,239,730

Ending Balance	$	621,527	$	442,659	$	291,790	$	67,585	$	1,423,561

June 30, 2020
Loans:
Loans deemed impaired	$	1,192,560	$	191,501	$	-	$	2,535	$	1,386,596

Loans not deemed impaired		65,390,707		52,797,002		43,652,268		6,065,855		167,905,832

Ending Balance	$	66,583,267	$	52,988,503	$	43,652,268	$	6,068,390	$	169,292,428

	Mortgage One-to-Four Family		Mortgage Commercial		Commercial and Industrial		Consumer and HELOC		Total
December 31, 2019
Allowance for loan losses:
Loans deemed impaired	$	43,180	$	-	$	-	$	-	$	43,180

Loans not deemed impaired		499,910		443,897		170,769		25,505		1,140,081

Ending Balance	$	543,090	$	443,897	$	170,769	$	25,505	$	1,183,261

December 31, 2019
Loans:
Loans deemed impaired	$	3,912,297	$	2,472,890	$	1,398,286	$	188,060	$	7,971,533

Loans not deemed impaired		66,599,478		54,644,971		22,592,254		5,502,881		149,339,584

Ending Balance	$	70,511,775	$	57,117,861	$	23,990,540	$	5,690,941	$	157,311,117

7.	ALLOWANCE FOR LOAN LOSSES (Continued)

The following tables present impaired loans by class as of June 30, 2020, and December 31, 2019, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary.

	June 30, 2020 (unaudited)						December 31, 2019
			Unpaid						Unpaid
	Recorded		Principal		Related		Recorded		Principal		Related
	Investment		Balance		Allowance		Investment		Balance		Allowance

With no allowance recorded:
Mortgage loans:
One-to-four family	$	2,674,115	$	2,805,295	$	-	$	3,753,813	$	3,785,265	$	-
Commercial		2,353,569		2,387,943		-		2,472,890		2,497,469		-
Commercial and Industrial		1,618,286		1,635,286		-		1,398,286		1,465,938		-
Consumer and HELOC		158,056		158,113		-		188,060		194,255		-

With an allowance recorded:
Mortgage loans:
One-to-four family		1,192,560		1,193,902		178,785		158,484		158,547		43,180
Commercial		191,501		192,509		2,511		-		-		-
Commercial and Industrial		-		-		-		-		-		-
Consumer and HELOC		2,535		2,535		2,535		-		-		-

Total mortgage loans:
One-to-four family		3,866,675		3,999,197		178,785		3,912,297		3,943,812		43,180
Commercial		2,545,070		2,580,452		2,511		2,472,890		2,497,469		-
Commercial and Industrial		1,618,286		1,635,286		-		1,398,286		1,465,938		-
Consumer and HELOC		160,591		160,648		2,535		188,060		194,255		-

Total	$	8,190,622	$	8,375,583	$	183,831	$	7,971,533	$	8,101,474	$	43,180

7.	ALLOWANCE FOR LOAN LOSSES (Continued)

The following table presents the average recorded investment in impaired loans and related interest income recognized for the periods indicated.

	Three Months Ended June 30, 2020				Three Months Ended June 30, 2019
	(unaudited)				(unaudited)
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized

With no allowance recorded:
Mortgage loans:
One-to-four family	$	2,723,485	$	8,923	$	2,443,502	$	15,002
Commercial		2,312,295		18,688		2,076,646		14,611
Commercial and industrial		1,618,286		30,666		155,660		-
Consumer and HELOC		167,359		1,772		6,195		-

With an allowance recorded:
Mortgage loans:
One-to-four family		1,192,726		9,206		163,274		796
Commercial		191,501		-		-		-
Commercial and industrial		-		-		-		-
Consumer and HELOC		2,535		-		-		-

Total mortgage loans:
One-to-four family		3,916,211		18,129		2,606,776		15,798
Commercial		2,503,796		18,688		2,076,646		14,611
Commercial and industrial		1,618,286		30,666		155,660		-
Consumer and HELOC		169,894		1,772		6,195		-

Total	$	8,208,187	$	69,255	$	4,845,277	$	30,409

	Six Months Ended June 30, 2020				Six Months Ended June 30, 2019
	(unaudited)				(unaudited)
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized

With no allowance recorded:
Mortgage loans:
One-to-four family	$	2,685,831	$	17,798	$	2,187,532	$	40,459
Commercial		2,302,838		37,379		1,920,613		36,810
Commercial and industrial		1,618,286		64,495		155,660		2,376
Consumer and HELOC		176,442		3,543		6,195		113

With an allowance recorded:
Mortgage loans:
One-to-four family		1,185,353		18,416		165,132		3,921
Commercial		191,501		-		-		-
Commercial and industrial		-		-		-		-
Consumer and HELOC		2,535		-		-		-

Total mortgage loans:
One-to-four family		3,871,184		36,214		2,352,664		44,380
Commercial		2,494,339		37,379		1,920,613		36,810
Commercial and industrial		1,618,286		64,495		155,660		2,376
Consumer and HELOC		178,977		3,543		6,195		113

Total	$	8,162,786	$	141,631	$	4,435,132	$	83,679

7.	ALLOWANCE FOR LOAN LOSSES (Continued)

Aging Analysis of Past-Due Loans by Class

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following tables present the classes of the loan portfolio summarized by the aging categories at the dates indicated:

	June 30, 2020 (unaudited)
													90 Days or
	30-59 Days		60-89 Days		90 Days or Greater		Total Past				Total Loans		Greater Past Due and Still
	Past Due		Past Due		Past Due		Due		Current		Receivable		Accruing

Mortgage loans:
One-to-four family	$	727,117		618,113		1,708,266		3,053,496	$	63,529,771	$	66,583,267	$	-
Commercial		208,555		167,492		920,656		1,296,703		51,691,800		52,988,503		704,042
Commercial and industrial		84,722		1,323,422		220,000		1,628,144		42,024,124		43,652,268		-
Consumer and HELOC		-		-		5,811		5,811		6,062,579		6,068,390		-
Total	$	1,020,394	$	2,109,027	$	2,854,733	$	5,984,154	$	163,308,274	$	169,292,428	$	704,042

	December 31, 2019
													90 Days or
	30-59 Days		60-89 Days		90 Days or Greater		Total Past				Total Loans		Greater Past Due and Still
	Past Due		Past Due		Past Due		Due		Current		Receivable		Accruing

Mortgage loans:
One-to-four family	$	338,997		856,490		1,799,005		2,994,492	$	67,517,283	$	70,511,775	$	-
Commercial		280,198		138,256		823,417		1,241,871		55,875,990		57,117,861		645,201
Commercial and industrial		32,261		220,000		-		252,261		23,738,279		23,990,540		-
Consumer and HELOC		4,512		-		38,864		43,376		5,647,565		5,690,941		-
Total	$	655,968	$	1,214,746	$	2,661,286	$	4,532,000	$	152,779,117	$	157,311,117	$	645,201

The increase in total past due of $1.5 million from December 31, 2019 to June 30, 2020 was primarily due to one large commercial and industrial relationship that became delinquent during the six months ended June 30, 2020. At June 30, 2020, management believed that this delinquency was temporary, and will continue to monitor the relationship.

7.	ALLOWANCE FOR LOAN LOSSES (Continued)

The following table presents the loans on nonaccrual status, by class, at the dates indicated:

	June 30,		December 31,
	2020		2019
	(unaudited)
Mortgage loans:
One-to-four family	$	2,260,903	$	2,045,845
Commercial		216,614		1,055,876
Commercial and industrial		220,000		74,864
Consumer and HELOC		11,395		38,864
Total	$	2,708,912	$	3,215,449

Credit Quality Information

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes commercial loans individually by classifying the loans as to their credit risk. The Company uses a nine-grade internal loan rating system for commercial mortgage loans and commercial and industrial loans as follows:

	●	Loans rated 1, 2, 3, 4, and 5: Loans in these categories are considered “pass” rated loans with low to average risk.
	●	Loans rated 6: Loans in this category are considered “special mention.” These loans have a potential weakness that deserves management’s close attention. If left uncorrected, these weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.
	●	Loans rated 7: Loans in this category are considered “substandard.” These loans have a well-defined weakness based on objective evidence that jeopardize the liquidation of the debt. These loans are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.
	●	Loans rated 8: Loans in this category are considered “doubtful” and have all the weaknesses inherent in a loan rated 7. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.
	●	Loans rated 9: Loans in this category are considered “loss” and are considered to be uncollectible or of such value that continuance as an asset is not warranted.

7.	ALLOWANCE FOR LOAN LOSSES (Continued)

Credit Quality Information (Continued)

The risk category of loans by class is as follows at the dates indicated:

	June 30, 2020 (unaudited)				December 31, 2019
	Mortgage		Commercial and		Mortgage		Commercial and
	Commercial		Industrial		Commercial		Industrial

Loans rated 1 - 5	$	50,543,543	$	41,966,413	$	54,749,767	$	23,848,823
Loans rated 6		68,349		1,323,422		24,658		-
Loans rated 7		2,376,611		362,433		2,343,436		141,717
Ending balance	$	52,988,503	$	43,652,268	$	57,117,861	$	23,990,540

There were no loans classified as doubtful or loss at June 30, 2020, or December 31, 2019.

For one-to-four family mortgage loans and consumer and HELOC loans, the Company evaluates credit quality based on whether the loan is considered to be performing or nonperforming. Loans are generally considered to be nonperforming when they are placed on nonaccrual or become 90 days past due. The following table presents the balances of loans by class based on payment performance:

	June 30, 2020 (unaudited)				December 31, 2019
	Mortgage		Consumer		Mortgage		Consumer
	One-to-Four		and		One-to-Four		and
	Family		HELOC		Family		HELOC

Performing	$	64,322,364	$	6,056,995	$	68,465,930	$	5,652,077
Nonperforming		2,260,903		11,395		2,045,845		38,864
Total	$	66,583,267	$	6,068,390	$	70,511,775	$	5,690,941

Troubled Debt Restructurings

There were no loans modified as troubled debt restructurings during the six months ended June 30, 2020 or 2019.

As of June 30, 2020, and December 31, 2019, the Company allocated $155,224 and $43,180, respectively, within the allowance for loan losses related to all loans modified as troubled debt restructurings.

As of June 30, 2020, the Company had four loans modified as a troubled debt restructuring in the preceding 12 months that subsequently defaulted in the current reporting period. One of the defaulted troubled debt restructurings is a commercial mortgage totaling $24,658. Three of the defaulted troubled debt restructurings are commercial and industrial loans totaling $1,323,422. As of June 30,2020, the three commercial and industrial loans were classified as “special mention,” thus carry greater weight when calculating the allowance for loan losses. Management believes a full recovery of principal will be made on these loans. The commercial mortgage has been tested for impairment and it does not have a shortage, thus it is removed from the allowance for loan losses calculation.

8.	EMPLOYEE STOCK OWNERSHIP PLAN

The Bank established a tax qualified Employee Stock Ownership Plan (“ESOP”) for the benefit of its employees in conjunction with the Reorganization effective on January 24, 2018. Eligible employees become 20% vested in their accounts after two years of service, 40% after three years of service, 60% after four years of service, 80% after five years of service, and 100% after six years of service, or earlier, upon death, disability or attainment of normal retirement age.

The ESOP purchased 88,131 shares of Company common stock, which was funded by a loan from the Company. Unreleased ESOP shares collateralize the loan payable, and the cost of the shares is recorded as a contra-equity account in the stockholders’ equity of the Company. Shares are to be released as debt payments are made by the ESOP to the loan. The ESOP’s sources of repayment of the loan can include dividends, if any, on the unallocated stock held by the ESOP and discretionary contributions from the Company to the ESOP and earnings thereon.

Compensation expense is equal to the fair value of the shares committed to be released and unallocated ESOP shares are excluded from outstanding shares for purposes of computing earnings per share. During the three and six months ended June 30, 2020, the Company recognized $7,546 and $16,062, respectively, in compensation expense.

9.	STOCK COMPENSATION PLAN

In May 2019, the Company’s board adopted, and its shareholders approved, the SSB Bancorp, Inc. 2019 Equity Incentive Plan (the “Plan”) authorizing the grant of options or restricted stock covering 154,229 shares of common stock. The maximum number of shares of stock that may be delivered under the Plan pursuant to the exercise of stock options is 110,164 and the maximum number of shares of stock that may be issued as restricted stock awards, restricted stock units, and performances shares is 44,065. Under the Plan, options or restricted stock can be granted to directors, officers, and employees that provide services to the Company, as selected by the compensation committee of the Board. The option price at which a granted stock option may be exercised will not be less than 100% of the fair market value per share of common stock on the grant date. The maximum term of any option granted under the Plan cannot exceed 10 years.

On May 23, 2019, 11,015 shares of restricted stock and 27,540 stock options were awarded to directors under the Plan. The shares of restricted stock and stock options vest at a rate of 20% per year commencing on May 23, 2020, and the related expense is being recognized straight-line over the 60-month period. Additionally, on November 20, 2019, 17,626 shares of restricted stock and 44,066 stock options were awarded to certain executives under the Plan. The shares of restricted stock and stock options vest at a rate of 20% per year commencing on November 20, 2020, and the related expense is being recognized straight-line over the 60-month period. At June 30, 2020, there were 15,424 shares of stock and 38,558 stock options available to be issued under the Plan.

9.	STOCK COMPENSATION PLAN (Continued)

The following tables summarize transactions regarding the restricted stock under the Plan for the three and six months ended June 30, 2020.

	Three months ended
	June 30, 2020
			Weighted average
	Number of		grant date price
	restricted shares		per share
Non-vested shares at April 1, 2020		28,641	$	7.89
Granted		-		-
Vested		2,203		8.35
Forfeited		-		-
Non-vested shares at June 30, 2020		26,438		7.85

	Six months ended
	June 30, 2020
			Weighted average
	Number of		grant date price
	restricted shares		per share
Non-vested shares at January 1, 2020		28,641	$	7.89
Granted		-		-
Vested		2,203		8.35
Forfeited		-		-
Non-vested shares at June 30, 2020		26,438		7.85

9.	STOCK COMPENSATION PLAN (Continued)

A summary of the status of the awarded stock options at June 30, 2020, and changes during the three and six months ended June 30, 2020 is presented in the tables and narrative following:

	Three months ended
	June 30, 2020
	Shares		Weighted Average Exercise Price		Weighted Average Fair Value
Outstanding at April 1, 2020		71,606	$	7.89	$	0.95
Granted		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Outstanding at June 30, 2020		71,606		7.89		0.95
Exercisable at June 30, 2020		5,508		8.35		0.97
Weighted average of options granted in current year		-	$	N/A		N/A

	Six months ended
	June 30, 2020
	Shares		Weighted Average Exercise Price		Weighted Average Fair Value
Outstanding at January 1, 2020		71,606	$	7.89	$	0.95
Granted		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Outstanding at June 30, 2020		71,606		7.89		0.95
Exercisable at June 30, 2020		5,508		8.35		0.97
Weighted average of options granted in current year		-	$	N/A		N/A

At June 30, 2020, 5,508 of the 71,606 options outstanding were exercisable. Of the 66,098 options that are not yet exercisable, 22,032 have an exercise price of $8.35, and 44,066 have an exercise price of $7.60. The weighted average remaining contractual life of the 71,606 options is 9.2 years. The fair value of each option grant is estimated on the date of grant using the Binomial or Black-Scholes option pricing model. There were no shares granted during the three months or six months ended June 30, 2020.

The Company uses the modified prospective method for accounting for stock-based compensation. The Company recognized $11,000 and $23,000 of pretax compensation expense related to restricted stock awards in the three and six months ended June 30, 2020, respectively. The Company recognized $3,000 and $6,000 of pretax compensation expense related to stock option awards in the three and six months ended June 30, 2020, respectively. As of June 30, 2020, there was $187,000 of unrecognized compensation expense related to restricted stock awards, and $51,000 of unrecognized compensation expense related to stock option awards, that will be recognized over the remaining vesting periods.

No stock options had been exercised as of June 30, 2020.

10.

REGULATORY CAPITAL REQUIREMENTS

The Bank is subject to various regulatory capital requirements administered by federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measure of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. The net unrealized gain or loss on available for sale securities is not included in computing regulatory capital.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required.

As of June 30, 2020, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum capital ratios as set forth in the following table. There are no conditions or events since the notification that management believes have changed the Bank’s category. Management believes that the Bank meets all capital adequacy requirements to which it is subject. Although the Company is not subject to regulatory capital requirements because its total consolidated assets are less than $3.0 billion, the Company’s actual capital amounts and ratios are presented in the table below.

	June 30,					December 31,
	2020					2019
	Amount		Ratio			Amount		Ratio
	(unaudited)
Common Equity Tier 1 capital
(to risk-weighted assets)
Actual	$	21,536,347		13.98	%	$	20,888,619		14.00	%
For capital adequacy purposes		6,932,475		4.50	%		6,714,585		4.50	%
To be well capitalized		10,013,575		6.50	%		9,698,845		6.50	%

Tier 1 capital
(to risk-weighted assets)
Actual	$	21,536,347		13.98	%	$	20,888,619		14.00	%
For capital adequacy purposes		9,243,300		6.00	%		8,952,780		6.00	%
To be well capitalized		12,324,400		8.00	%		11,937,040		8.00	%

Total capital
(to risk-weighted assets)
Actual	$	22,959,908		14.90	%	$	22,071,880		14.79	%
For capital adequacy purposes		12,324,400		8.00	%		11,937,040		8.00	%
To be well capitalized		15,405,500		10.00	%		14,921,300		10.00	%

Tier 1 capital
(to average assets)
Actual	$	21,536,347		10.00	%	$	20,888,619		10.66	%
For capital adequacy purposes		8,613,763		4.00	%		7,834,802		4.00	%
To be well capitalized		10,767,204		5.00	%		9,793,503		5.00	%

10.

REGULATORY CAPITAL REQUIREMENTS (Continued)

The Bank’s actual capital amounts and ratios are presented in the table below.

	June 30,					December 31,
	2020					2019
	Amount		Ratio			Amount		Ratio
	(unaudited)
Common Equity Tier 1 capital
(to risk-weighted assets)
Actual	$	17,901,820		11.62	%	$	17,287,045		11.59	%
For capital adequacy purposes		6,932,475		4.50	%		6,714,585		4.50	%
To be well capitalized		10,013,575		6.50	%		9,698,845		6.50	%

Tier 1 capital
(to risk-weighted assets)
Actual	$	17,901,820		11.62	%	$	17,287,045		11.59	%
For capital adequacy purposes		9,243,300		6.00	%		8,952,780		6.00	%
To be well capitalized		12,324,400		8.00	%		11,937,040		8.00	%

Total capital
(to risk-weighted assets)
Actual	$	19,325,381		12.54	%	$	18,470,306		12.38	%
For capital adequacy purposes		12,324,400		8.00	%		11,937,040		8.00	%
To be well capitalized		15,405,500		10.00	%		14,921,300		10.00	%

Tier 1 capital
(to average assets)
Actual	$	17,901,820		8.31	%	$	17,287,045		8.83	%
For capital adequacy purposes		8,613,585		4.00	%		7,834,797		4.00	%
To be well capitalized		10,766,982		5.00	%		9,793,496		5.00	%

11.

COMMITMENTS

In the normal course of business, the Company makes various commitments that are not reflected in the Company’s consolidated financial statements. The Company offers such products to enable its customers to meet their financing objectives. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized on the balance sheets. The Company’s exposure to credit loss in the event of nonperformance by the other parties to the financial instruments is represented by the contractual amounts as disclosed. The Company minimizes its exposure to credit loss under these commitments by subjecting them to credit approval and review procedures and collateral requirements as deemed necessary.

Off-balance sheet commitments consist of the following:

	June 30,
	2020
	(unaudited)

Commitments to extend credit	$	7,755,110
Construction unadvanced funds		5,073,862
Unused lines of credit		10,239,152
Letters of credit		5,163,454

	$	28,231,578

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the agreement. These commitments consisted primarily of mortgage loan commitments. The Company uses the same credit policies in making loan commitments and conditional obligations as it does for on-balance sheet instruments. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, as deemed necessary, is based upon management’s credit evaluation in compliance with the Company’s lending policy guidelines.

The Company and certain executives are parties to employment agreements that provide for a base salary and certain other benefits. The initial terms of the agreements are for three years with annual renewals thereafter. In the event of the executive’s termination without cause, as defined, the executive will receive a lump-sum cash payment equal to the amount remaining under the contract. Additional benefits are payable upon a change in control, as defined.

12.

FAIR VALUE MEASUREMENTS

The following disclosures show the hierarchal disclosure framework associated with the level of pricing observations utilized in measuring assets and liabilities at fair value. The three broad pricing levels are as follows:

	Level I:		Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

	Level II:		Pricing inputs are other than the quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities includes items for which quoted prices are available but traded less frequently and items that are fair-valued using other financial instruments, the parameters of which can be directly observed.

	Level III:		Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

This hierarchy requires the use of observable market data, when available.

Fair values for securities are determined by obtaining quoted prices on nationally recognized securities exchanges or matrix pricing, which is a mathematical technique that is widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark-quoted securities. Fair values of securities determined by quoted prices in active markets, when available, are classified as Level I. At June 30, 2020 and December 31, 2019, fair value measurements were obtained from a third-party pricing service and were not adjusted by management. Transfers are recognized at the end of the reporting period, as applicable.

12.

FAIR VALUE MEASUREMENTS (Continued)

The following tables present the assets reported on the balance sheets at their fair value by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

	June 30, 2020 (unaudited)
	Level I		Level II		Level III		Total

Fair value measurements on a recurring basis:
Mortgage-backed securities in government-sponsored entities	$	-	$	2,785,154	$	-	$	2,785,154
Obligations of state and political subdivisions		-		1,289,602		-		1,289,602
Corporate bonds		-		3,927,414		-		3,927,414
Mortgage servicing rights		-		-		517,447		517,447
Impaired loans with reserve		-		-		1,202,765		1,202,765

	December 31, 2019
	Level I		Level II		Level III		Total

Fair value measurements on a recurring basis:
Mortgage-backed securities in government-sponsored entities	$	-	$	5,281,328	$	-	$	5,281,328
Obligations of state and political subdivisions		-		1,365,705		-		1,365,705
Corporate bonds		-		3,202,566		-		3,202,566
Mortgage servicing rights		-		-		317,939		317,939
Impaired loans with reserve		-		-		115,304		115,304

June 30, 2020 (unaudited)

Level I

Level II

Level III

Total

Fair value measurements on a nonrecurring basis:

Other real estate owned

	December 31, 2019
	Level I		Level II		Level III		Total

Fair value measurements on a nonrecurring basis:
Other real estate owned	$	-	$	-	$	45,000	$	45,000

12.

FAIR VALUE MEASUREMENTS (Continued)

Other Real Estate Owned

Other real estate owned is measured at fair value, less estimated cost to sell, at the date of foreclosure, which establishes a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management. The assets are carried at fair value, less estimated cost to sell. Income and expense from operations and changes in valuation allowance are included in other noninterest expense.

Level III Inputs

The following table provides the significant unobservable inputs used in the fair value measurement process for items valued using Level III techniques:

	Fair Value at				Range
	June 30,			Valuation	(Weighted
	2020		Valuation Techniques	Unobservable Inputs	Average)
	(unaudited)
Other real estate owned	$	-	Appraised collateral values	Discount for time since appraisal		10%
						(10)%
				Selling costs		10%
						(10)%
Impaired loans with reserve		1,202,765	Discounted cash flows	Discount for evaluation		10%
						(10)%
				Selling costs		10%
						(10)%
Mortgage servicing rights		517,447	Discounted cash flows	Loan prepayment speeds		8.49% - 10.63%
						(9.89)%

	Fair Value at				Range
	December 31,			Valuation	(Weighted
	2019		Valuation Techniques	Unobservable Inputs	Average)

Other real estate owned	$	45,000	Appraised collateral values	Discount for time since appraisal		10%
						(10)%
				Selling costs		10%
						(10)%
Impaired loans with reserve		115,304	Discounted cash flows	Discount for evaluation		10%
						(10)%
				Selling costs		10%
						(10)%
Mortgage servicing rights		317,939	Discounted cash flows	Loan prepayment speeds		8.49%-10.52%
						(9.38)%

12.

FAIR VALUE MEASUREMENTS (Continued)

The estimated fair values of the Company’s financial instruments are as follows:

	June 30, 2020 (unaudited)
	Carrying Value		Fair Value		Level I		Level II		Level III

Financial assets:
Cash and cash equivalents	$	48,984,664	$	48,984,664	$	48,984,664	$	-	$	-
Certificates of deposit		4,444,000		4,711,000		-		4,711,000		-
Investment securities:
Available for sale		8,002,170		8,002,170		-		8,002,170		-
Held to maturity		2,839		2,899		-		2,899		-
Loans, net		167,355,029		174,997,029		-		-		174,997,029
Accrued interest receivable		1,153,027		1,153,027		-		1,153,027		-
FHLB Stock		3,651,800		3,651,800		-		-		3,651,800

Financial liabilities:
Deposits		170,478,610		173,954,610		81,684,520		-		92,270,090
FHLB advances		31,374,500		32,894,500		-		32,894,500		-
PPPLF advances		17,307,882		17,321,882		-		17,321,882		-
Accrued interest payable		330,182		330,182		-		330,182		-

	December 31, 2019
	Carrying Value		Fair Value		Level I		Level II		Level III

Financial assets:
Cash and cash equivalents	$	21,880,788	$	21,880,788	$	21,880,788	$	-	$	-
Certificates of deposit		2,465,000		2,576,000		-		2,576,000		-
Investment securities:
Available for sale		9,849,599		9,849,599		-		9,849,599		-
Held to maturity		3,879		3,932		-		3,932		-
Loans, net		156,112,115		163,239,115		-		-		163,239,115
Accrued interest receivable		673,026		673,026		-		673,026		-
FHLB Stock		2,924,600		2,924,600		-		-		2,924,600

Financial liabilities:
Deposits		149,020,729		150,700,557		55,206,337		-		95,494,220
FHLB advances		31,374,500		31,773,500		-		31,773,500		-
Accrued interest payable		331,133		331,133		-		331,133		-

Financial instruments are defined as cash, evidence of an ownership interest 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 defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale. If a quoted market price is available for a financial instrument, the estimated fair value would be calculated based upon the market price per trading unit of the instrument.

13.

FAIR VALUE OF FINANCIAL INSTRUMENTS

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. Since 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 a significant impact on the resulting estimated fair values.

Since 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.

Cash and Cash Equivalents, Accrued Interest Receivable, FHLB Stock, and Accrued Interest Payable

The fair value is equal to the current carrying value.

Certificates of Deposit

Securities

Loans, Net

The fair value is estimated by discounting future cash flows using current market inputs at which loans with similar terms and qualities would be made to borrowers of similar credit quality. Certain collateral dependent impaired loans have been adjusted to fair value based on the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties, along with management’s assumptions in various factors, such as estimated selling costs and discounts for time since last appraised.

FHLB Advances and PPPLF Advances

The fair value of FHLB advances and PPPLF advances is based on the discounted value of contractual cash flows. The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities.

Deposits

The fair values of certificates of deposit are based on the discounted value of contractual cash flows. The discount rates are estimated using rates currently offered for similar instruments with similar remaining maturities. Demand, savings, and money market deposit accounts are valued at the amount payable on demand as of the period end.

13.

FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

Commitments

These financial instruments are generally not subject to sale, and estimated fair values are not readily available. The carrying value, represented by the net deferred fee arising from the unrecognized commitment, and the fair value, determined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk, are not considered material for disclosure. The contractual amounts of unfunded commitments are presented in Note 11.

14.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table presents the changes in accumulated other comprehensive income (loss) by component, net of tax:

	Net Unrealized Gain (Loss)
	on Securities
	Three months ended June 30,
	2020			2019
	(unaudited)
Accumulated other comprehensive income (loss), beginning of period	$	(77,828	)	$	33,796

Other comprehensive income (loss) on securities before reclassification, net of tax		212,546			54,607

Amounts reclassified from accumulated other comprehensive income (loss), net of tax		-			(35,394	)

Net other comprehensive income (loss)		212,546			19,213

Accumulated other comprehensive income (loss), end of period	$	134,718		$	53,009

	Net Unrealized Gain (Loss)
	on Securities
	Six months ended June 30,
	2020			2019
	(unaudited)
Accumulated other comprehensive income (loss), beginning of period	$	(5,421	)	$	(74,623	)

Other comprehensive income (loss) on securities before reclassification, net of tax		168,237			167,601

Amounts reclassified from accumulated other comprehensive income (loss), net of tax		(28,098	)		(39,969	)

Net other comprehensive income (loss)		140,139			127,632

Accumulated other comprehensive income (loss), end of period	$	134,718		$	53,009

15.

EARNINGS PER SHARE

Earnings per common share for the three and six months ended June 30, 2020 and 2019, are represented in the following tables.

	Three months ended		Three months ended
	June 30, 2020		June 30, 2019
	(unaudited)

Net Income	$	404,635	$	104,570

Shares outstanding for basic EPS:
Average shares outstanding		2,252,231		2,248,315
Less: Average unearned ESOP shares		77,837		82,243
Shares outstanding for basic EPS		2,174,394		2,166,072

Additional dilutive shares		-		220

Shares oustanding for diluted EPS		2,174,394		2,166,292

Basic income per share	$	0.19	$	0.05
Diluted income per share	$	0.19	$	0.05

	Six months ended		Six months ended
	June 30, 2020		June 30, 2019
	(unaudited)

Net Income	$	602,966	$	217,283

Shares outstanding for basic EPS:
Average shares outstanding		2,251,515		2,248,282
Less: Average unearned ESOP shares		78,388		82,791
Shares outstanding for basic EPS		2,173,127		2,165,491

Additional dilutive shares		-		683

Shares oustanding for diluted EPS		2,173,127		2,166,174

Basic income per share	$	0.28	$	0.10
Diluted income per share	$	0.28	$	0.10

16.

LEASES

Due to the adoption of ASU 2016-02, Leases (Topic 842) on December 31, 2019, the Company completed a comprehensive review and analysis of all its property contracts. As a result of this review, it was determined that the Company leases parking spaces which qualifies as an operating lease. Several assumptions and judgments were made when applying the requirements of Topic 842 to the Company’s existing lease commitments, including the allocation of consideration in the contracts, the determination of the lease term and the determination of the discount rate used in calculating the present value of the lease payments. The lease did not include any nonlease components, such as common area maintenance charges, utilities, real estate taxes or insurance. Additionally, the lease did not include any renewal options as of June 30, 2020.

The discount rate utilized in calculating the present value of the remaining lease payments for the lease was the Federal Home Loan Bank of Pittsburgh advance rate corresponding to the remaining maturity of the lease. The following table presents the weighted-average lease term and discount rate for the lease outstanding at June 30, 2020.

	Operating
Weighted-average remaining term (years)		1.1
Weighted-average discount rate		1.87	%

The following table presents the undiscounted cash flows due to operating leases as of June 30, 2020, along with a reconciliation to the discounted amount recorded on the Consolidated Balance Sheets:

Undiscounted cash flows due:	Operating
Within 1 year	$	6,000
After 1 year but within 2 years		500
After 2 years		-
Total undiscounted cash flows		6,500
Discount on cash flows		(71	)
Total lease liabilities	$	6,429

Under Topic 842, the lessee can elect to not record on the Consolidated Balance Sheets a lease whose term is 12 months or less and does not include a purchase option that the lessee is reasonably certain to exercise. As of June 30, 2020, the Company had no leases that had a term of 12 months or less. The Company has recorded a right-of-use asset of $6,429 and a lease liability of $6,429 included with premises and equipment and other liabilities, respectively, on the Consolidated Balance Sheet as of June 30, 2020.

Rental expense under operating leases totaled $1,500 for the three months ended June 30, 2020 and 2019, and $3,000 for the six months ended June 30, 2020 and 2019.

17.

REVENUE RECOGNITION

Due to the Company’s adoption of ASC 606 on January 1, 2019, the Company conforms to the standard framework for recognizing revenue from contracts with customers. Interest income, net securities (losses) gains and bank-owned life insurance are not in scope of ASC 606. For the revenue streams within the scope of ASC 606, including service charges on deposits, electronic banking fees, mortgage banking income, and net gain or loss on sale of other real estate owned, there are no significant judgements related to the amount and timing of revenue recognition.

Service Charges on Deposits

There are monthly service charges for both commercial and personal banking customers, depending on their account types, which are earned over the month per the related fee schedule based on the customers’ level of deposits. There are also transaction-based fees, which are earned based on specific transactions or customer activity within the customers’ deposit accounts. These are earned at the time the transaction or customer activity occurs. The fees are debited from the customer account.

Electronic Banking Fees

Interchange fees are earned based on customer transactions. Revenue is recognized when the transaction is settled. The Company does not charge ATM fees.

Mortgage Banking Income

Income is earned when SSB Bank-originated loans are sold to an investor on the secondary market. The investors offer pricing for loans at least daily. The Company makes commitments to deliver loans when pricing is acceptable. After a salable loan is originated and delivery is committed, the loan is sold, loan documents are delivered to the investor, revenue is recognized, and the loan is derecognized from the Consolidated Balance Sheets. Typically this happens within days of consummation. Mortgage servicing rights are retained in most cases, and the value of the mortgage servicing rights is recognized as revenue at the time of the sale.

Net Gain or Loss on Sale of Other Real Estate Owned

Net gain or loss is recorded when other real estate owned is sold to a third party and the Company collects substantially all of the consideration to which the Company is entitled in exchange for the transfer of the property.

The following table summarizes the point of revenue recognition and the income recognized for each of the revenue streams for the three and six months ended June 30, 2020 and 2019:

		For the three months ended June 30,
Revenue Streams	Point of revenue recognition	2020		2019

Service charges on deposits	At a point in time & over time	$	830	$	1,699
Electronic banking fees	At a point in time	$	11,726	$	7,453
Mortgage banking income	At a point in time	$	661,223	$	71,830

		For the six months ended June 30,
Revenue Streams	Point of revenue recognition	2020		2019

Service charges on deposits	At a point in time & over time	$	3,979	$	3,429
Electronic banking fees	At a point in time	$	20,600	$	13,530
Mortgage banking income	At a point in time	$	780,395	$	148,639

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

General

Management’s discussion and analysis of financial condition at June 30, 2020 and December 31, 2019 and results of operations for the three and six months ended June 30, 2020 and 2019 is intended to assist in understanding the consolidated financial condition and consolidated results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited financial statements and the notes thereto appearing in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Cautionary Note Regarding Forward-Looking Statements

This quarterly report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” “will,” “may” and words of similar meaning. These forward-looking statements include, but are not limited to:

	●	statements of our goals, intentions and expectations;

	●	statements regarding our business plans, prospects, growth and operating strategies;

	●	statements regarding the quality of our loan and investment portfolios; and

	●	estimates of our risks and future costs and benefits.

These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

	●	general economic conditions, either nationally or in our market areas, that are worse than expected;

	●	effect of the coronavirus (COVID-19) pandemic on the Company and its customers and on the local, regional, national, and world economies, including government and regulatory responses to the COVID-19 pandemic;

	●	changes in the level and direction of loan delinquencies and charge-offs and changes in estimates of the adequacy of the allowance for loan losses;

	●	our ability to access cost-effective funding;

	●	fluctuations in real estate values and both residential and commercial real estate market conditions;

	●	demand for loans and deposits in our market area;

	●	our ability to continue to implement our business strategies;

	●	competition among depository and other financial institutions;

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

Cautionary Note Regarding Forward-Looking Statements (Continued)

	●	inflation and changes in the interest rate environment that reduce our margins and yields, reduce the fair value of financial instruments or reduce the origination levels in our lending business, or increase the level of defaults, losses and prepayments on loans we have made and make whether held in portfolio or sold in the secondary markets;

	●	adverse changes in the credit and/or securities markets;

	●	changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements, including as a result of Basel III;

	●	our ability to manage market risk, credit risk and operational risk in the current economic conditions;

	●	our ability to enter new markets successfully and capitalize on growth opportunities;

	●	our ability to successfully integrate any assets, liabilities, customers, systems and management personnel we may acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto;

	●	changes in consumer spending, borrowing and savings habits;

	●	changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board or the Securities and Exchange Commission;

	●	our ability to retain key employees;

	●	our compensation expense associated with equity allocated or awarded to our employees;

	●	changes in the financial condition, results of operations or future prospects of issuers of securities that we own;

	●	political instability;

	●	changes in the quality or composition of our loan or investment portfolios;

	●	technological changes that may be more difficult or expensive than expected;

	●	failures or breaches of our IT security systems;

	●	the inability of third-party providers to perform as expected; and

	●	our ability to successfully introduce new products and services, enter new markets, and capitalize on growth opportunities.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. The Company is not obligated to update any forward-looking statements, except as may be required by applicable law or regulation.

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

Coronavirus Update

The coronavirus (COVID-19) pandemic has put health and economic strains across the globe. Concern about the spread of COVID-19 has caused and is likely to continue to cause business shutdowns, limitations on commercial activity, labor shortages, supply chain interruptions, increased unemployment, and commercial property vacancies – all of which can contribute to default on loan payments. Due to stay-at-home orders and the risks associated with entering a bank branch, COVID-19 can potentially affect the products and services offered by the Bank as well as how those products and services are distributed. Additionally, the Company relies on many third-party vendors such as real estate appraisers, settlement companies, software vendors, and others to deliver products and services. The state of operations at these third-party vendors can affect the ability of the Bank to service its customers. With all of these associated risks, Management has implemented a number of procedures in response to the pandemic to support the safety and well-being of our employees, customers, and shareholders that continue through the date of this report:

	●	We have addressed the safety of our two branches following the guidelines of the Center for Disease Control and the State of Pennsylvania, pushing most customers to the drive-through when possible, and allowing customers into the branches on an appointment basis.

	●	We had moved all regular Board of Directors’ Meetings from physical meetings to virtual meetings during the “red” and “yellow” phases as determined by the State of Pennsylvania. During the “green” phase, all regular Board of Directors’ Meetings have returned to physical meetings.

	●	We had limited the number of employees in our locations during the “red” and “yellow” phases. Those employees that could work from home were asked to do so on a rotating basis to keep the number of employees in the office at one time at or below ten. During the “green” phase, all employees are working from their office locations or normal while practicing all of the guidelines of the Center for Disease Control and the State of Pennsylvania.

	●	We have provided payment deferrals or interest-only periods on all types of loans to loan customers adversely affected by COVID-19. These modifications were originally in force for 90 days and most have already expired. As of August 12, 2020, we have 64 loans for $9.8 million that are still within their original 90-day period, or have been granted an extension. These modifications have not resulted in classification as Troubled Debt Restructurings, but they are being tracked by management throughout and after the deferral and interest-only phases. Additionally, management has determined to increase many of the qualitative factors used in the calculation of the allowance for loan losses. The table below details the volume and number of loans modified as well as the expiration of their respective modifications as of August 12, 2020.

	Deferrals				Interest-Only				Total
Month of Expiration	Loans		Amount		Loans		Amount		Loans		Amount
August 2020 (1)		31	$	3,317,138		1	$	31,118		32	$	3,348,256
September 2020 (1)		32	$	6,419,098		-	$	-		32	$	6,419,098
Total		63		9,736,236		1		31,118		64		9,767,354

(1)

Modifications may be extended on a month-by-month basis.

●

We are participating in the Paycheck Protection Program (PPP) to assist local businesses in keeping their employees on payroll. As of August 12, 2020, we have originated 340 PPP loans totaling $20.1 million.

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

Coronavirus Update (Continued)

●

The following table provides additional information with respect to the Company’s commercial and industrial and commercial mortgage loans by type at June 30, 2020:

June 30, 2020
Type of Loan	Number of Loans		Balance
			(in thousands)
Energy and construction		26	$	8,377

Retail		23		4,159

Restaurants		20		3,551

Hospitality and tourism		14		3,316

Health and other professional services		31		3,175

Residential 1-4 family and mixed use real estate		313		35,296

Commercial real estate		46		10,552

Multi-Family		29		5,949

Commercial construction		10		2,985

Total		512	$	77,360

Critical Accounting Policies

Critical accounting estimates are necessary in the application of certain accounting policies and procedures and are particularly susceptible to significant change. Critical accounting policies are defined as those involving significant judgments and assumptions by management that could have a material impact on the carrying value of certain assets or on income under different assumptions or conditions. Management believes the accounting policies discussed below to be the most critical accounting policies, which involve the most complex or subjective decisions or assessments.

Allowance for Loan Losses. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes that specific loans, or portions of loans, are uncollectible. The allowance for loan losses is evaluated on a regular basis, and at least quarterly, by management. Management reviews the nature and volume of the loan portfolio, local and national conditions that may adversely affect the borrower’s ability to repay, loss experience, the estimated value of any underlying collateral, and other relevant factors. The evaluation of the allowance for loan losses is characteristically subjective as estimates are required that are subject to continual change as more information becomes available.

The allowance consists of general and specific reserve components. The specific reserves are related to loans that are considered impaired. Loans that are classified as impaired are measured in accordance with accounting guidance (ASC 310-10-35). The general reserve is allocated for non-impaired loans and includes evaluation of changes in the trend and volume of delinquency, our internal risk rating process and external conditions that may affect credit quality.

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

Critical Accounting Policies (Continued)

A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect the scheduled principal and interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status and the financial condition of the borrower. Loans that experience payment shortfalls and insignificant payment delays are typically not considered impaired. Management looks at each loan individually and considers all the circumstances around the shortfall or delay including the borrower’s prior payment history, borrower contact regarding the reason for the delay or shortfall and the amount of the shortfall. Collateral dependent loans are measured against the fair value of the collateral, while other loans are measured by the present value of expected future cash flows discounted at the loan’s effective interest rate. All loans are measured individually.

Loan segments are reviewed and evaluated for impairment based on the segment’s characteristic loss history and local economic conditions and trends within the segment that may affect the repayment of the loans.

From time to time, we may choose to restructure the contractual terms of certain loans either at the borrower or the Company’s request. We review all scenarios to determine the best payment structure with the borrower to improve the likelihood of repayment. Management reviews modified loans to determine if the loan should be classified as a trouble debt restructuring. A trouble debt restructuring is when a creditor, for economic or legal reasons related to a debtor’s financial difficulties, grants a concession to the borrower that it would not otherwise consider. Management considers the borrower’s ability to repay when a request to modify existing loan terms is presented. A transfer of assets to repay the loan balance, a modification of loan terms or a combination of these may occur. If an appropriate arrangement cannot be made, the loan is referred to legal counsel, at which time foreclosure will begin. If a loan is accruing at the time of restructuring, we review the loan to determine if it should be placed on non-accrual. It is our policy to keep a troubled debt restructured loan on non-accrual status for at least six months to ensure the borrower can repay, at that time management may consider its return to accrual status. Troubled debt restructured loans are classified as impaired loans.

Income Taxes. The Company accounts for income taxes in accordance with accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. U.S. GAAP requires that we use the Balance Sheet Method to determine the deferred income, which affects the differences between the book and tax bases of assets and liabilities, and any changes in tax rates and laws are recognized in the period in which they occur. Deferred taxes are based on a valuation model and the determination on a quarterly basis whether all or a portion of the deferred tax asset will be recognized.

Fair Value Measurements. The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company estimates the fair value of a financial instrument and any related asset impairment using a variety of valuation methods. Where financial instruments are actively traded and have quoted market prices, quoted market prices are used for fair value. When the financial instruments are not actively traded, other observable market inputs, such as quoted prices of securities with similar characteristics, may be used, if available, to determine fair value. When observable market prices do not exist, we estimate fair value. These estimates are subjective in nature and imprecision in estimating these factors can impact the amount of revenue or loss recorded. A more detailed description of the fair values measured at each level of the fair value hierarchy and the methodology utilized by the Company can be found in Note 12 to the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Investment Securities. Available for sale and held to maturity securities are reviewed quarterly for possible other-than-temporary impairment. The review includes an analysis of the facts and circumstances of each individual investment such as the severity of loss, the length of time the fair value has been below cost, the expectation for that security’s performance, the creditworthiness of the issuer and our intent and ability to hold the security to recovery. A decline in value that is considered to be other-than-temporary is recorded as a loss within non-interest income in the statements of income. At June 30, 2020, we believe the unrealized losses are primarily a result of increases in market interest rates from the time of purchase. In general, as market interest rates rise, the fair value of securities will decrease; as market interest rates fall, the fair value of securities will increase. Management generally views changes in fair value caused by changes in market interest rates as temporary; therefore, these securities have not been classified as other-than-temporarily impaired. Management has also concluded that based on current information we expect to continue to receive scheduled interest payments as well as the entire principal balance. Furthermore, management does not intend to sell these securities and does not believe it will be required to sell these securities before they recover in value.

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

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

Total Assets. Total assets increased by $39.7 million, or 19.6%, from $202.6 million at December 31, 2019 to $242.3 million at June 30, 2020. The increase was primarily attributable to an increase in cash and cash equivalents of $27.1 million, an increase in net loans of $11.2 million, and an increase in certificates of deposit of $2.0 million. Offsetting the increases was a decrease in securities available for sale of $1.8 million, or 18.8%. Funding the growth in assets was an increase in total deposits of $21.5 million and an increase in Paycheck Protection Program Liquidity Facility (PPPLF) advances of $17.3 million.

Cash and Cash Equivalents. Cash and cash equivalents increased by $27.1 million, or 123.9%, to $49.0 million at June 30, 2020 from $21.9 million at December 31, 2019. The increase in cash and cash equivalents was caused by a $29.4 million increase in interest-bearing deposits with other financial institutions, which was offset by a $2.3 million decrease in cash and due from banks. The increase was primarily attributable to an increase in total deposits of $21.5 million as well as an increase in PPPLF advances of $17.3 million.

Net Loans. Net loans increased $11.2 million, or 7.2%, to $167.4 million at June 30, 2020, from $156.1 million at December 31, 2019. This was caused primarily by increases in commercial and industrial loans of $19.7 million. The increase was primarily due to $19.3 million in Paycheck Protection Program loans that were funded during the six months ended June 30, 2020. These increases were offset by decreases in one-to-four family and commercial mortgages of $3.9 million and $4.1 million, respectively. The decrease in one-to-four family and commercial mortgage loans was due to payoffs and repayments outpacing originations as well as the sale of $5.7 million in commercial mortgage loans, with servicing retained. The sale was executed to lessen the concentration of commercial mortgage loans within the Company’s loan portfolio.

Available for Sale Securities. Securities available for sale decreased by $1.8 million or 18.8%, to $8.0 million at June 30, 2020, from $9.8 million at December 31, 2019. The decrease is primarily due to prepayments on mortgage-backed securities, the sale of $1,000,000 in corporate bonds, a $500,000 municipal bond that was called, and $75,000 in municipal bonds that matured. Offsetting these decreases was the purchase of $2.0 million in corporate and municipal bonds.

Deposits. Total deposits increased to $170.5 million at June 30, 2020 from $149.0 million at December 31, 2019. The increase of $21.5 million, or 14.4%, was primarily due to an increase in interest-bearing demand deposits of $19.0 million, or 104.4%. The increase was primarily due to expansion of existing key relationships. Offsetting the increase was a decrease in time deposits of $5.0 million, or 5.4%. As part of our strategic plan, we are focused on growing core deposits and decreasing brokered time deposits.

Federal Home Loan Bank Advances. Federal Home Loan Bank advances remained unchanged at $31.4 million at both June 30, 2020 and December 31, 2019.

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

Stockholders’ Equity. Stockholders’ equity increased by $788,000, or 3.8%, to $21.7 million at June 30, 2020 from $20.9 million at December 31, 2019. The increase was primarily due to net income of $603,000 for the six-month period, as well as an increase in accumulated other comprehensive income of $140,000. The increase in accumulated other comprehensive income was due to the increases in the fair values of the securities available for sale.

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

Comparison of Operating Results for the Three Months Ended June 30, 2020 and 2019

Net Income. Net income increased by $300,000, or 287.0% to $405,000 for the three months ended June 30, 2020, from $105,000 for the three months ended June 30, 2019. The increase was primarily due to an increase in noninterest income of $555,000, or 289.8%, from $192,000 for the three months ended June 30, 2019, to $747,000 for the three months ended June 30, 2020. The increase in noninterest income was primarily due to an increase in gain on sale of loans of $589,000, which was offset by a decrease in gain on sale of securities of $45,000. The increase to noninterest income was offset by an increase in noninterest expense of $135,000. Additionally, net interest income after provision increased $33,000, or 3.1%. The increase was due to an increase of $148,000 in interest income, a decrease of $63,000 in interest expense, and an increase in provision for loan losses of $178,000.

Interest and Dividend Income. Interest and dividend income increased $148,000, or 7.3%, to $2.2 million for the three months ended June 30, 2020, from $2.0 million for the three months ended June 30, 2019. Interest income on loans increased $188,000, or 10.2%. This increase is attributable to an increase in the yield on net loans of 17 basis points from 4.71% for the three months ended June 30, 2019, to 4.88% for the three months ended June 30, 2020. Additionally, interest-income on certificates of deposit held with other financial institutions increased by $20,000. Offsetting these increases were decreases in interest income from interest-bearing deposits with other financial institutions and investment securities of $40,000 and $20,000, respectively.

Interest Expense. Total interest expense decreased $63,000, or 6.9%, to $850,000 for the three months ended June 30, 2020, compared to $913,000 for the three months ended June 30, 2019. The decrease was driven by a $68,000 decrease in interest expense on deposits. The decrease was primarily due to decreases in the average balances of money market accounts and time deposits of $9.5 million and $2.2 million, respectively. Offsetting these decreases was an increase in the average balance of interest-bearing demand accounts of $20.0 million. The yield on average deposits decreased by 43 basis points, from 2.07% for the three months ended June 30, 2019, to 1.64% for the three months ended June 30, 2020, as a result of decreases in market interest rates.

Net Interest Income. Net interest income increased $211,000, or 18.8%, when comparing the two periods. This was due to an increase in interest income of $148,000 when comparing the two periods, while interest expense decreased by $63,000 when comparing the two periods. Average interest-earning assets for the three months ended June 30, 2019 was $185.1 million, and it increased $27.7 million to $212.9 million for the three months ended June 30, 2020, an increase of 15.0%. The interest expense was driven by the decrease in cost of interest-bearing deposits of 43 basis points from 2.07% to 1.64%, as a result of decreases in market interest rates.

Provision for Loan Losses. The provision for loan losses increased $178,000, or 355.6%, to $228,000 for the three months ended June 30, 2020, from $50,000 for the three months ended June 30, 2019. The increase in provision for loan losses was due to the loan payment deferrals due to the COVID-19 pandemic.

The allowance for loan losses reflects the estimate we believe adequate to cover inherent probable losses. While we believe the estimates and assumptions used in our determination of the adequacy of the allowance are reasonable, such estimates and assumptions could change based upon the risk characteristics of the various portfolio segments, experience with losses, the impact of economic conditions on borrowers and other relevant factors.

Non-Interest Income. Non-interest income increased $555,000, or 289.9% to $747,000 for the three months ended June 30, 2020, from $192,000 for the three months ended June 30, 2019. The increase was primarily due to an increase in gain on sale of loans of $589,000, from $72,000 for the three months ended June 30, 2019 to $661,000 for the three months ended June 30, 2020. The increase in gain on sale of loans is due to a high volume of one-to-four mortgage refinances and purchases. This is primarily due to the low interest rate environment during the period.

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

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

There were also increases in loan servicing fees and earnings on bank-owned life insurance of $7,000 and $6,000, respectively. These increases were offset by a $45,000 decrease in gains on the sale of securities and a decrease in other noninterest income of $3,000.

Non-Interest Expense. Non-interest expense increased $135,000, or 11.6%, to $1.3 million for the three months ended June 30, 2020, compared to $1.2 million for the three months ended June 30, 2019. Occupancy expenses increased $40,000, from $99,000 for the three months ended June 30, 2019, to $139,000 for the three months ended June 30, 2020. There were also increases in professional fees and salaries and employee benefits of $29,000 and $27,000, respectively. Offsetting the increases were decreases in federal deposit insurance, contributions and donations, and data processing expenses of $15,000, $7,000, and $6,000, respectively. Additionally, other noninterest expenses increased by $68,000.

Income Taxes. The Company recorded an income tax provision of $149,000 for the three months ended June 30, 2020, an increase of $153,000, or 3,422.4%, from the tax benefit of $4,000 recorded for the three months ended June, 2019 as a result of an increase in pre-tax income for the three months ended June 30, 2020. The effective tax rate for the three months ended June 30, 2020 was 26.9%.

Comparison of Operating Results for the Six Months Ended June 30, 2020 and 2019

Net Income. Net income increased by $386,000, or 177.5% to $603,000 for the six months ended June 30, 2020, from $217,000 for the six months ended June 30, 2019. The increase was primarily due to an increase in noninterest income of $657,000, or 198.5%, from $331,000 for the six months ended June 30, 2019, to $987,000 for the six months ended June 30, 2020. The increase in noninterest income was primarily due to an increase in gain on sale of loans of $644,000, from $136,000 for the six months ended June 30, 2019, to $780,000 for the six months ended June 30, 2020. Additionally, net interest income after provision for loan losses increased by $152,000, from $2.1 million for the six months ended June 30, 2019 to $2.3 million for the six months ended June 30, 2020. These increases were offset by an increase in noninterest expense of $247,000, which was primarily due to an increase in salaries and employee benefits of $122,000.

Interest and Dividend Income. Interest and dividend income increased $226,000, or 5.6%, to $4.3 million for the six months ended June 30, 2020, from $4.1 million for the six months ended June 30, 2019. Interest income on loans increased $244,000, or 6.7%. This increase is attributable to an increase in the yield on net loans of 16 basis points from 4.69% for the six months ended June 30, 2019, to 4.85% for the six months ended June 30, 2020. Interest income on certificates of deposit increased by $34,000. Offsetting these increases were decreases in interest income from investment securities and interest-bearing deposits with other financial institutions of $38,000 and $15,000, respectively.

Interest Expense. Total interest expense decreased $71,000, or 3.8%, to $1.8 million for the six months ended June 30, 2020, compared to $1.8 million for the six months ended June 30, 2019. The decrease was driven by a $63,000 decrease in interest expense on deposits. The decrease was primarily due to decreases in the average balances of certificates of deposit and savings accounts of $1.8 million and $90,000, respectively. These decreases were offset by increases in average balances of interest-bearing demand accounts and money market accounts of $15.5 million and $2.8 million, respectively. The yield on average deposit accounts decreased by 31 basis points from 2.09% for the six months ended June 30, 2019, to 1.78% for the six months ended June 30, 2020, as a result of decreases in market interest rates.

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

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

Net Interest Income. Net interest income increased $297,000, or 13.4%, when comparing the two periods. This was due to an increase in interest income of $226,000 when comparing the two periods, while interest expense decreased by $71,000 when comparing the two periods. Average interest-earning assets for the six months ended June 30, 2019 was $183.2 million, and it increased $24.3 million to $207.5 million for the six months ended June 30, 2020, an increase of 9.5%. The interest expense was driven by the decrease in cost of interest-bearing liabilities of 31 basis points from 2.09% to 1.78%, as a result of decrease in market interest rates.

Provision for Loan Losses. The provision for loan losses increased $145,000, or 151.6%, to $240,000 for the six months ended June 30, 2020, from $96,000 for the six months ended June 30, 2019. The increase in the provision for loan losses was due to the loan payment deferrals due to the COVID-19 pandemic.

Non-Interest Income. Non-interest income increased $657,000, or 198.5% to $987,000 for the six months ended June 30, 2020, from $331,000 for the six months ended June 30, 2019. The increase was primarily due to an increase in gain on sale of loans of $644,000, from $136,000 for the six months ended June 30, 2019 to $780,000 for the six months ended June 30, 2020. The increase in gain on sale of loans is due to a high volume of one-to-four mortgage refinances and purchases. This is primarily due to the low interest rate environment during the period. There were also increases in loan servicing fees and earnings on bank-owned life insurance of $15,000, $12,000, respectively. The increases were offset by a decrease in securities gains of $15,000.

Non-Interest Expense. Non-interest expense increased $247,000, or 11.2%, to $2.5 million for the six months ended June 30, 2020, compared to $2.2 million for the six months ended June 30, 2019. Salaries and employee benefits increased $122,000, or 11.5%, to $1.2 million for the six months ended June 30, 2020 from $1.1 million for the six months ended June 30, 2019. The increase was due to the addition of staff and yearly pay raises. Professional fees increased by $39,000, from $263,000 for the six months ended June 30, 2019, to $302,000 for the six months ended June 30, 2020. Occupancy expenses increased by $30,000 and other noninterest expense increased by $92,000. Offsetting the increases were decreases in federal deposit insurance, contributions and donations, and date processing of $21,000, $9,000, and $5,000, respectively.

Income Taxes. The Company recorded an income tax provision of $205,000 for the six months ended June 30, 2020, an increase of $176,000, or 611.1%, from the tax provision of $29,000 recorded for the six months ended June 30, 2019 as a result of an increase in pre-tax income for the six months ended June 30, 2020. The effective tax rate for the six months ended June 30, 2020 was 25.4% compared to 11.7% for the six months ended June 30, 2019.

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

Management of Market Risk

General. Our most significant form of market risk is interest rate risk because, as a financial institution, the majority of our assets and liabilities are sensitive to changes in interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit the exposure of our financial condition and results of operations to changes in market interest rates. Our Asset/Liability Management Committee is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the policy and guidelines approved by our board of directors. We currently utilize a third-party modeling program, prepared on a quarterly basis, to evaluate our sensitivity to changing interest rates, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the board of directors.

Our interest rate risk profile is considered liability-sensitive, which means that if interest rates rise our deposits and other interest-bearing liabilities would be expected to reprice to higher interest rates faster than would our loans and other interest-earning assets. We have sought to manage our interest rate risk in order to minimize the exposure of our earnings and capital to changes in interest rates. In recent years, we have implemented the following strategies to manage our interest rate risk:

	●	increasing lower cost core deposits and limiting our reliance on higher cost funding sources, such as time deposits; and

	●	diversifying our loan portfolio by adding more commercial and industrial loans, which typically have shorter maturities and/or balloon payments, and selling one- to four-family residential mortgage loans, which have fixed interest rates and longer terms.

By following these strategies, we believe that we are well positioned to react to increases in market interest rates.

We do not engage in hedging activities, such as engaging in futures, options or swap transactions, or investing in high-risk mortgage derivatives, such as collateralized mortgage obligation residual interests, real estate mortgage investment conduit residual interests or stripped mortgage backed securities.

Economic Value of Equity. We analyze our sensitivity to changes in interest rates through an economic value of equity (“EVE”) model. EVE represents the difference between the present value of assets and the present value of liabilities. The EVE ratio represents the dollar amount of our EVE divided by the present value of our total assets for a given interest rate scenario. EVE attempts to quantify our economic value using a discounted cash flow methodology while the EVE ratio reflects that value as a form of capital ratio. We estimate what our EVE would be at a specific date. We then calculate what the EVE would be at the same date throughout a series

of interest rate scenarios representing immediate and permanent, parallel shifts in the yield curve. We currently calculate EVE under the assumptions that interest rates increase 100, 200, 300 and 400 basis points from current market rates and that interest rates decrease 100 basis points from current market rates.

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

Management of Market Risk (Continued)

The following table presents the estimated changes in our EVE that would result from changes in market interest rates at June 30, 2020. All estimated changes presented in the table are within the policy limits approved by our board of directors.

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

+400bp	$	17,222	$	(2,385	)		(12.16	)%		7.48	%		(0.39	)%
+300bp		18,207		(1,400	)		(7.14	)%		7.75	%		(0.13	)%
+200bp		19,030		(577	)		(2.94	)%		7.93	%		0.06	%
+100bp		19,553		(54	)		(0.28	)%		7.99	%		0.12	%
0		19,607		-			0.00	%		7.87	%		0.00	%
-100bp		19,901		294			1.50	%		7.85	%		(0.03	)%

(1)	Assumes instantaneous parallel changes in interest rates.

(2)	EVE ratio represents the EVE divided by the economic value of assets.

Certain shortcomings are inherent in the methodologies used in the above interest rate risk measurements. Modeling requires making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. The above table assumes that the composition of our interest-sensitive assets and liabilities existing at the date indicated remains constant uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the table provides an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our EVE and will differ from actual results.

Liquidity and Capital Resources

Liquidity. Liquidity is the ability to meet current and future financial obligations of a short-term nature that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund investing activities and current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, proceeds from the sale of loans, and advances from the Federal Home Loan Bank of Pittsburgh. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and short-term investments including interest-bearing deposits in other financial institutions. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period. At June 30, 2020, the Company had cash and cash equivalents of $49.0 million. As of June 30, 2020, SSB Bank had $31.4 million in outstanding borrowings from the Federal Home Loan Bank of Pittsburgh and had $85.6 million of total borrowing capacity.

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

Liquidity and Capital Resources (Continued)

At June 30, 2020, the Company had $28.2 million of loan commitments outstanding which includes $10.2 million of unused lines of credit, $5.1 million of unadvanced construction funds, $7.8 million of commitments to extend credit, and $5.2 million in letters of credit. We have no other material commitments or demands that

are likely to affect our liquidity. If loan demand was to increase faster than expected, or any unforeseen demand or commitment was to occur, we could access our borrowing capacity with the Federal Home Loan Bank of Pittsburgh.

Time deposits due within one year of June 30, 2020 totaled $32.9 million. If these deposits do not remain with us, we may be required to seek other sources of funds, including other time deposits and Federal Home Loan Bank of Pittsburgh advances. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we paid on time deposits at June 30, 2020. We believe, however, based on past experience that a significant portion of our time deposits will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

SSB Bancorp, Inc. is a separate legal entity from SSB Bank and must provide for its own liquidity to pay any dividends to its stockholders and for other corporate purposes. SSB Bancorp, Inc.’s primary source of liquidity is dividend payments it may receive from SSB Bank. SSB Bank’s ability to pay dividends to SSB Bancorp, Inc. is governed by applicable laws and regulations. At June 30, 2020, SSB Bancorp, Inc. (on an unconsolidated basis) had liquid assets of $3.6 million.

Capital Resources. At June 30, 2020, the Bank exceeded all regulatory capital requirements and it was categorized as “well capitalized.” We are not aware of any conditions or events since the most recent notification that would change our category.

Contractual Obligations and Off-Balance Sheet Arrangements

Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. The following tables present our contractual obligations as of the dates indicated.

			Payments Due by Period
Contractual Obligations	Total		Less Than One Year		One to Three Years		Three to Five Years		More Than Five Years
	(In thousands)
At June 30, 2020:
Long-term debt obligations	$	48,682	$	13,125	$	19,307	$	6,250	$	10,000

At December 31, 2019:
Long-term debt obligations	$	31,375	$	7,125	$	8,000	$	6,250	$	10,000

Off-Balance Sheet Arrangements. We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit and unused lines of credit, which involve elements of credit and interest rate risk in excess of the amount recognized in the balance sheets. Our exposure to credit loss is represented by the contractual amount of the instruments. We use the same credit policies in making commitments as we do for on-balance sheet instruments.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The information required by this item is included in Item 2 of this quarterly report under “Management of Market Risk.”

Item 4. Controls and Procedures

Under the supervision and with the participation of our senior management, including our principal executive officer and principal financial officer, SSB Bancorp, Inc. evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that 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.

Changes in Internal Control Over Financial Reporting

There were no changes made in our internal control over financial reporting during the quarter ended June 30, 2020 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not involved in any pending legal proceedings as a plaintiff or a defendant other than routine legal proceedings occurring in the ordinary course of business. At June 30, 2020, we were not involved in any legal proceedings the outcome of which we believe would be material to our financial condition or results of operations.

Item 1A. Risk Factors

In addition to the other information disclosed in this quarterly report, particularly the disclosures under “Part I – Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Coronavirus Update”:

The COVID-19 pandemic has adversely impacted our business and financial results and that of many of our customers, and the ultimate impact will depend on future developments, which are highly uncertain, cannot be predicted and outside of our control, including the scope and duration of the pandemic and actions taken by governmental authorities in response to the pandemic.

The COVID-19 pandemic has created extensive disruptions to the global economy and to the lives of individuals throughout the world. Governments, businesses, and the public are taking unprecedented actions to contain the spread of COVID-19 and to mitigate its effects, including quarantines, travel bans, shelter-in-place orders, closures of businesses and schools, fiscal and monetary stimulus, and legislation designed to deliver financial aid and other relief. While the scope, duration, and full effects of COVID-19 are rapidly evolving and not fully known, the pandemic and the efforts to contain it have disrupted global economic activity, adversely affected the functioning of financial markets, impacted market interest rates, increased economic and market uncertainty, and disrupted trade and supply chains. If these effects continue for a prolonged period or result in sustained economic stress or recession, the effects of COVID-19 could have a material adverse impact on us in a number of ways as described in more detail below.

Item 1A. Risk Factors (Continued)

Credit Risk – Our risks of timely loan repayment and the value of collateral supporting the loans are affected by the strength of our borrowers’ businesses. Concern about the spread of COVID-19 has caused and is likely to continue to cause business shutdowns, limitations on commercial activity and financial transactions, labor shortages, supply chain interruptions, increased unemployment and commercial property vacancy rates, reduced profitability and ability for property owners to make mortgage payments, and overall economic and financial market instability, all of which may cause our customers to be unable to make scheduled loan payments. Hotel and restaurant operators and others in the leisure, hospitality and travel industries and the agricultural industry, among other industries, have been particularly hurt by COVID-19. If the effects of COVID-19 result in widespread and sustained repayment shortfalls on loans in our portfolio, we could incur significant delinquencies, foreclosures and credit losses, particularly if the available collateral is insufficient to cover our credit exposure. The future effects of COVID-19 on economic activity could negatively affect the collateral values associated with our existing loans, the ability to liquidate the real estate collateral securing our residential and commercial real estate loans, our ability to maintain loan origination volume and to obtain additional financing, the future demand for or profitability of our lending and services, and the financial condition and credit risk of our customers. Further, in the event of delinquencies, regulatory changes and policies designed to protect borrowers may slow or prevent us from making our business decisions or may result in a delay in our taking certain remediation actions, such as foreclosure. In addition, we have unfunded commitments to extend credit to customers. During a challenging economic environment like now, our customers depend more on our credit commitments and increased borrowings under these commitments could adversely impact our liquidity. Furthermore, in an effort to support our communities during the pandemic, we are participating in the Paycheck Protection Program under the CARES Act whereby loans to small businesses are made and those loans are subject to the regulatory requirements that would require forbearance of loan payments for a specified time or that would limit our ability to pursue all available remedies in the event of a loan default. If the borrower under the PPP loan fails to qualify for loan forgiveness, we are at the heightened risk of holding these loans at unfavorable interest rates as compared to the loans to customers that we would have otherwise extended credit.

Strategic Risk – Our success may be affected by a variety of external factors that may affect the price or marketability of our products and services, changes in interest rates that may increase our funding costs, reduced demand for our financial products due to economic conditions and the various response of governmental and nongovernmental authorities. The COVID-19 pandemic has significantly increased economic and demand uncertainty and has led to disruption and volatility in the global capital markets. Furthermore, many of the governmental actions have been directed toward curtailing household and business activity to contain COVID-19. These actions have been rapidly expanding in scope and intensity. For example, in many of our markets, local governments have acted to temporarily close or restrict the operations of most businesses. The future effects of COVID-19 on economic activity could negatively affect the future banking products we provide, including a decline in originating loans.

Operational Risk – Current and future restrictions on our workforce’s access to our facilities could limit our ability to meet customer servicing expectations and have a material adverse effect on our operations. We rely on business processes and branch activity that largely depend on people and technology, including access to information technology systems as well as information, applications, payment systems and other services provided by third parties. In response to COVID-19, we have modified our business practices with a portion of our employees working remotely from their homes to have our operations uninterrupted as much as possible. Further, technology in employees’ homes may not be as robust as in our offices and could cause the networks, information systems, applications, and other tools available to employees to be more limited or less reliable than in our offices. The continuation of these work-from-home measures also introduces additional operational risk, including increased cybersecurity risk from phishing, malware, and other cybersecurity attacks, all of which could expose us to risks of data or financial loss and could seriously disrupt our operations and the operations of any impacted customers.

Item 1A. Risk Factors (Continued)

Moreover, we rely on many third parties in our business operations, including the appraiser of the real property collateral, vendors that supply essential services such as loan servicers, providers of financial information, systems and analytical tools and providers of electronic payment and settlement systems, and local and federal government agencies, offices, and courthouses. In light of the developing measures responding to the pandemic, many of these entities may limit the availability and access of their services. If the third-party service providers continue to have limited capacities for a prolonged period or if additional limitations or potential disruptions in these services materialize, it may negatively affect our operations.

Interest Rate Risk/Market Value Risk – Our net interest income, lending and investment activities, deposits and profitability could be negatively affected by volatility in interest rates caused by uncertainties stemming from COVID-19. In March 2020, the Federal Reserve lowered the target range for the federal funds rate to a range from 0% to 0.25%, citing concerns about the impact of COVID-19 on financial markets and market stress in the energy sector. A prolonged period of extremely volatile and unstable market conditions would likely increase our funding costs and negatively affect market risk mitigation strategies. Higher income volatility from changes in interest rates and spreads to benchmark indices could cause a loss of future net interest income and a decrease in prevailing fair market values of our investment securities and other assets, including our mortgage servicing rights. Fluctuations in interest rates will impact both the level of income and expense recorded on most of our assets and liabilities and the market value of all interest-earning assets and interest-bearing liabilities, which in turn could have a material adverse effect on our net income, operating results, or financial condition.

Because there have been no comparable recent global pandemics that resulted in similar global impact, we do not yet know the full extent of COVID-19’s effects on our business, operations, or the global economy as a whole. Any future development will be highly uncertain and cannot be predicted, including the scope and duration of the pandemic, the effectiveness of our work-from-home arrangements, third party providers’ ability to support our operations, and any actions taken by governmental authorities and other third parties in response to the pandemic. The uncertain future development of this crisis could materially and adversely affect our business, operations, operating results, financial condition, liquidity or capital levels.

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

(a) Not applicable.

(b) Not applicable.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit
Number		Description

3.1		Articles of Incorporation of SSB Bancorp, Inc. ⁽¹⁾

3.2		Bylaws of SSB Bancorp, Inc. ⁽²⁾

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.0		The following materials for the quarter ended June 30, 2020, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Changes in Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements

(1)	Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-220403).

(2)	Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-220403).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SSB BANCORP, INC.

Date: August 13, 2020	/s/ J. Daniel Moon, IV
	J. Daniel Moon, IV
	President and Chief Executive Officer

Date: August 13, 2020	/s/ Benjamin A. Contrucci
	Benjamin A. Contrucci
	Chief Financial Officer

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